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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Massachusetts
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04-2456637
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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One Lincoln Street
Boston, Massachusetts
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02111
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(Address of principal executive office)
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(Zip Code)
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617-786-3000
(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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(Title of Each Class)
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(Name of each exchange on which registered)
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Common Stock, $1 par value per share
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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 C, without par value per share
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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PART I
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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PART II
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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PART III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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PART IV
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Item 15
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•
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the financial strength and continuing viability of the counterparties with which we or our clients do business and to which we have investment, credit or financial exposure, including, for example, the direct and indirect effects on counterparties of the current sovereign-debt risks in Europe and other regions;
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•
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financial market disruptions or economic recession, whether in the U.S., Europe, Asia or other regions;
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•
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increases in the volatility of, or declines in the level of, our net interest revenue, changes in the composition of the assets recorded in our consolidated statement of condition (and our ability to measure the fair value of investment securities) and the possibility that we may change the manner in which we fund those assets;
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•
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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, and the liquidity requirements of our clients;
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•
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the level and volatility of interest rates and the performance and volatility of securities, credit, currency and other markets in the U.S. and internationally;
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•
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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 other-than-temporary impairment of the respective securities and the recognition of an impairment loss in our consolidated statement of income;
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•
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our ability to attract deposits and other low-cost, short-term funding, and our ability to deploy deposits in a profitable manner consistent with our liquidity requirements and risk profile;
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•
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the manner and timing with which the Federal Reserve and other U.S. and foreign regulators implement the Dodd-Frank Act, the Basel II and Basel III capital and liquidity standards, and European legislation with respect to the levels of regulatory capital we must maintain, our credit exposure to third parties, margin requirements applicable to derivatives, banking and financial activities and other regulatory initiatives in the U.S. and internationally, including regulatory developments that result in changes to our structure or operating model,
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•
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adverse changes in the regulatory capital ratios that we are required to meet, whether arising under the Dodd-Frank Act, the Basel II or Basel III capital and liquidity standards 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 calculating our capital ratios that cause changes in those ratios as they are measured from period to period;
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•
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increasing requirements to obtain the prior approval of the Federal Reserve or our other regulators for the use, allocation or distribution of our capital or other specific capital actions or programs, including acquisitions, dividends and equity purchases, without which our growth plans, distributions to shareholders, equity purchase programs or other capital initiatives may be restricted;
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•
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changes in 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;
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•
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our ability to promote a strong culture of risk management, operating controls, compliance oversight and governance that meet our expectations or those of our clients and our regulators;
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•
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the credit agency ratings of our debt and depository obligations and investor and client perceptions of our financial strength;
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•
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delays or difficulties in the execution of our previously announced Business Operations and Information Technology Transformation program, which could lead to changes in our estimates of the charges, expenses or savings associated with the planned program and may cause volatility of our earnings;
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•
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the results of, and costs associated with, government investigations, litigation, and similar claims, disputes, or proceedings;
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•
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the possibility that our clients will incur substantial losses in investment pools for which we act as agent, and the possibility of significant reductions in the valuation of assets underlying those pools;
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•
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adverse publicity or other reputational harm;
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•
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dependencies on information technology, complexities and costs of protecting the security of our systems and difficulties with protecting our intellectual property rights;
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•
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our ability to grow revenue, control expenses, attract and retain highly skilled people and raise the capital necessary to achieve our business goals and comply with regulatory requirements;
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•
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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;
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•
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potential changes in how and in what amounts clients compensate us for our services, and the mix of services provided by us that clients choose;
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•
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the 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;
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•
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the risks that acquired businesses and joint ventures will not achieve their anticipated financial and operational 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 disynergies 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;
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•
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our ability to recognize emerging 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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•
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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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•
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our ability to control operating risks, data security breach risks, information technology systems risks and outsourcing risks, and 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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•
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changes in accounting standards and practices; and
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•
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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.
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•
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extend credit to our clients in connection with our custody business;
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•
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meet demands for return of funds on deposit by clients; and
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•
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manage the pool of long- and intermediate-term assets that are included in investment securities in our consolidated statement of condition.
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Name
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Age
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Position
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Joseph L. Hooley
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55
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Chairman, President and Chief Executive Officer
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Joseph C. Antonellis
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58
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Vice Chairman
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Jeffrey N. Carp
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56
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Executive Vice President, Chief Legal Officer and Secretary
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John L. Klinck, Jr.
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49
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Executive Vice President
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Andrew Kuritzkes
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52
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Executive Vice President and Chief Risk Officer
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James J. Malerba
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58
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Executive Vice President, Corporate Controller and Chief Accounting Officer
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Peter O'Neill
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54
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Executive Vice President
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James S. Phalen
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62
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Executive Vice President
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Scott F. Powers
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53
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President and Chief Executive Officer of State Street Global Advisors
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Alison A. Quirk
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51
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Executive Vice President
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Edward J. Resch
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60
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Executive Vice President and Chief Financial Officer
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Michael F. Rogers
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55
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Executive Vice President
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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(Dollars in millions, except
per share amounts, shares in
thousands)
Period
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Total Number of Shares Purchased Under Publicly Announced Program
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Average Price Paid per Share
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Approximate Dollar Value of Shares Purchased Under Publicly Announced Program
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Approximate Dollar Value of Shares Yet to be Purchased Under Publicly Announced Program
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|||||||
October 1 - October 31, 2012
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4,449
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$
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42.84
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$
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191
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$
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649
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November 1 - November 30, 2012
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5,838
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44.79
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261
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388
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December 1 - December 31, 2012
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625
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44.74
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28
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360
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Total
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10,912
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$
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43.99
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$
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480
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$
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360
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2007
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2008
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2009
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2010
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2011
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2012
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State Street Corporation
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$
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100
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$
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49
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$
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55
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$
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58
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$
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52
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$
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61
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S&P 500 Index
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100
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63
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80
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92
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94
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109
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||||||
S&P Financial Index
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100
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45
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52
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59
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49
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63
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ITEM 6.
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SELECTED FINANCIAL DATA
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FOR THE YEAR ENDED DECEMBER 31:
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2012
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2011
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2010
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2009
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2008
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||||||||||
Total fee revenue
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$
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7,088
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$
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7,194
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$
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6,540
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$
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5,935
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$
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7,747
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Net interest revenue
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2,538
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2,333
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2,699
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2,564
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2,650
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|||||
Gains (Losses) related to investment securities, net
(1)
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23
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67
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(286
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)
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141
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(54
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)
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Gain on sale of CitiStreet interest, net of exit and other associated costs
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—
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—
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—
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—
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350
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|||||
Total revenue
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9,649
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9,594
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8,953
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8,640
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10,693
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|||||
Provision for loan losses
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(3
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)
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—
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25
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149
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—
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|||||
Expenses:
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||||||||||
Expenses from operations
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6,905
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6,789
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6,176
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5,667
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6,780
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|||||
Claims resolution
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(362
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)
|
|
—
|
|
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—
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|
|
—
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|
|
—
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|
|||||
Provision for indemnification exposure
|
—
|
|
|
—
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|
|
—
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|
|
—
|
|
|
200
|
|
|||||
Provisions for litigation exposure and other costs
|
118
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|
|
—
|
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—
|
|
|
250
|
|
|
—
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|||||
Securities lending charge
|
—
|
|
|
—
|
|
|
414
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|
|
—
|
|
|
—
|
|
|||||
Provision for investment account infusion
|
—
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|
|
—
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|
|
—
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|
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—
|
|
|
450
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|
|||||
Acquisition costs, net
(2)
|
26
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|
|
16
|
|
|
96
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|
|
49
|
|
|
115
|
|
|||||
Restructuring charges
|
199
|
|
|
253
|
|
|
156
|
|
|
—
|
|
|
306
|
|
|||||
Total expenses
|
6,886
|
|
|
7,058
|
|
|
6,842
|
|
|
5,966
|
|
|
7,851
|
|
|||||
Income before income tax expense and extraordinary loss
|
2,766
|
|
|
2,536
|
|
|
2,086
|
|
|
2,525
|
|
|
2,842
|
|
|||||
Income tax expense
(3)
|
705
|
|
|
616
|
|
|
530
|
|
|
722
|
|
|
1,031
|
|
|||||
Income before extraordinary loss
|
2,061
|
|
|
1,920
|
|
|
1,556
|
|
|
1,803
|
|
|
1,811
|
|
|||||
Extraordinary loss, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,684
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
2,061
|
|
|
$
|
1,920
|
|
|
$
|
1,556
|
|
|
$
|
(1,881
|
)
|
|
$
|
1,811
|
|
Adjustments to net income (loss)
(4)
|
(42
|
)
|
|
(38
|
)
|
|
(16
|
)
|
|
(163
|
)
|
|
(22
|
)
|
|||||
Net income before extraordinary loss available to common shareholders
|
$
|
2,019
|
|
|
$
|
1,882
|
|
|
$
|
1,540
|
|
|
$
|
1,640
|
|
|
$
|
1,789
|
|
Net income (loss) available to common shareholders
|
$
|
2,019
|
|
|
$
|
1,882
|
|
|
$
|
1,540
|
|
|
$
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(2,044
|
)
|
|
$
|
1,789
|
|
PER COMMON SHARE:
|
|
|
|
|
|
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||||||||||
Earnings per common share before extraordinary loss:
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|
|
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||||||||||
Basic
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$
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4.25
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|
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$
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3.82
|
|
|
$
|
3.11
|
|
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$
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3.50
|
|
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$
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4.32
|
|
Diluted
|
4.20
|
|
|
3.79
|
|
|
3.09
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|
|
3.46
|
|
|
4.30
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|
|||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
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4.25
|
|
|
$
|
3.82
|
|
|
$
|
3.11
|
|
|
$
|
(4.32
|
)
|
|
$
|
4.32
|
|
Diluted
|
4.20
|
|
|
3.79
|
|
|
3.09
|
|
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(4.31
|
)
|
|
4.30
|
|
|||||
Cash dividends declared
|
.96
|
|
|
.72
|
|
|
.04
|
|
|
.04
|
|
|
.95
|
|
|||||
Closing market price (at year end)
|
$
|
47.01
|
|
|
$
|
40.31
|
|
|
$
|
46.34
|
|
|
$
|
43.54
|
|
|
$
|
39.33
|
|
AT YEAR END:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities
|
$
|
121,061
|
|
|
$
|
109,153
|
|
|
$
|
94,130
|
|
|
$
|
93,576
|
|
|
$
|
76,017
|
|
Average total interest-earning assets
|
167,615
|
|
|
147,657
|
|
|
126,256
|
|
|
122,923
|
|
|
132,625
|
|
|||||
Total assets
|
222,582
|
|
|
216,827
|
|
|
160,505
|
|
|
157,946
|
|
|
173,631
|
|
|||||
Deposits
|
164,181
|
|
|
157,287
|
|
|
98,345
|
|
|
90,062
|
|
|
112,225
|
|
|||||
Long-term debt
|
7,429
|
|
|
8,131
|
|
|
8,550
|
|
|
8,838
|
|
|
4,419
|
|
|||||
Total shareholders' equity
|
20,869
|
|
|
19,398
|
|
|
17,787
|
|
|
14,491
|
|
|
12,774
|
|
|||||
Assets under custody and administration (in billions)
|
24,371
|
|
|
21,807
|
|
|
21,527
|
|
|
18,795
|
|
|
15,907
|
|
|||||
Assets under management (in billions)
|
2,086
|
|
|
1,845
|
|
|
2,010
|
|
|
1,951
|
|
|
1,466
|
|
|||||
Number of employees
|
29,660
|
|
|
29,740
|
|
|
28,670
|
|
|
27,310
|
|
|
28,475
|
|
|||||
RATIOS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average common shareholders' equity before extraordinary loss
|
10.3
|
%
|
|
10.0
|
%
|
|
9.5
|
%
|
|
13.2
|
%
|
|
14.8
|
%
|
|||||
Return on average assets before extraordinary loss
|
1.05
|
|
|
1.09
|
|
|
1.02
|
|
|
1.12
|
|
|
1.11
|
|
|||||
Common dividend payout before extraordinary loss
|
22.43
|
|
|
18.83
|
|
|
1.29
|
|
|
1.17
|
|
|
22.4
|
|
|||||
Average common equity to average total assets
|
10.1
|
|
|
10.9
|
|
|
10.8
|
|
|
8.5
|
|
|
7.5
|
|
|||||
Net interest margin, fully taxable-equivalent basis
|
1.59
|
|
|
1.67
|
|
|
2.24
|
|
|
2.19
|
|
|
2.08
|
|
|||||
Tier 1 risk-based capital
|
19.1
|
|
|
18.8
|
|
|
20.5
|
|
|
17.7
|
|
|
20.3
|
|
|||||
Total risk-based capital
|
20.6
|
|
|
20.5
|
|
|
22.0
|
|
|
19.1
|
|
|
21.6
|
|
|||||
Tier 1 leverage ratio
|
7.1
|
|
|
7.3
|
|
|
8.2
|
|
|
8.5
|
|
|
7.8
|
|
|
|
|
|
|
|
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Years Ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
(Dollars in millions, except per share amounts)
|
|
|
|
|
|
||||||
Total fee revenue
|
$
|
7,088
|
|
|
$
|
7,194
|
|
|
$
|
6,540
|
|
Net interest revenue
|
2,538
|
|
|
2,333
|
|
|
2,699
|
|
|||
Gains (Losses) related to investment securities, net
|
23
|
|
|
67
|
|
|
(286
|
)
|
|||
Total revenue
|
9,649
|
|
|
9,594
|
|
|
8,953
|
|
|||
Provision for loan losses
|
(3
|
)
|
|
—
|
|
|
25
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Expenses from operations
|
6,905
|
|
|
6,789
|
|
|
6,176
|
|
|||
Claims resolution
(1)
|
(362
|
)
|
|
—
|
|
|
—
|
|
|||
Provisions for litigation exposure and other costs
(2)
|
118
|
|
|
—
|
|
|
—
|
|
|||
Securities lending charge
|
—
|
|
|
—
|
|
|
414
|
|
|||
Acquisition costs, net
(3)
|
26
|
|
|
16
|
|
|
96
|
|
|||
Restructuring charges, net
|
199
|
|
|
253
|
|
|
156
|
|
|||
Total expenses
|
6,886
|
|
|
7,058
|
|
|
6,842
|
|
|||
Income before income tax expense
|
2,766
|
|
|
2,536
|
|
|
2,086
|
|
|||
Income tax expense
(4)
|
705
|
|
|
616
|
|
|
530
|
|
|||
Net income
|
$
|
2,061
|
|
|
$
|
1,920
|
|
|
$
|
1,556
|
|
Adjustments to net income:
|
|
|
|
|
|
||||||
Dividends on preferred stock
(5)
|
(29
|
)
|
|
(20
|
)
|
|
—
|
|
|||
Earnings allocated to participating securities
(6)
|
(13
|
)
|
|
(18
|
)
|
|
(16
|
)
|
|||
Net income available to common shareholders
|
$
|
2,019
|
|
|
$
|
1,882
|
|
|
$
|
1,540
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.25
|
|
|
$
|
3.82
|
|
|
$
|
3.11
|
|
Diluted
|
4.20
|
|
|
3.79
|
|
|
3.09
|
|
|||
Average common shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
474,458
|
|
|
492,598
|
|
|
495,394
|
|
|||
Diluted
|
481,129
|
|
|
496,072
|
|
|
497,924
|
|
|||
Cash dividends declared per common share
|
$
|
.96
|
|
|
$
|
.72
|
|
|
$
|
.04
|
|
Return on average common equity
|
10.3
|
%
|
|
10.0
|
%
|
|
9.5
|
%
|
|
|
|
|
Years Ended December 31,
|
2012
|
|
2011
|
|
2010
|
|
% Change
2011-2012
|
|||||||
(Dollars in millions)
|
|
|
|
|
|
|
|
|||||||
Fee revenue:
|
|
|
|
|
|
|
|
|||||||
Servicing fees
|
$
|
4,414
|
|
|
$
|
4,382
|
|
|
$
|
3,938
|
|
|
1
|
%
|
Management fees
|
993
|
|
|
917
|
|
|
829
|
|
|
8
|
|
|||
Trading services:
|
|
|
|
|
|
|
|
|||||||
Foreign exchange trading
|
511
|
|
|
683
|
|
|
597
|
|
|
(25
|
)
|
|||
Brokerage and other trading services
|
499
|
|
|
537
|
|
|
509
|
|
|
(7
|
)
|
|||
Total trading services
|
1,010
|
|
|
1,220
|
|
|
1,106
|
|
|
(17
|
)
|
|||
Securities finance
|
405
|
|
|
378
|
|
|
318
|
|
|
7
|
|
|||
Processing fees and other
|
266
|
|
|
297
|
|
|
349
|
|
|
(10
|
)
|
|||
Total fee revenue
|
7,088
|
|
|
7,194
|
|
|
6,540
|
|
|
(1
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
Net interest revenue:
|
|
|
|
|
|
|
|
|||||||
Interest revenue
|
3,014
|
|
|
2,946
|
|
|
3,462
|
|
|
2
|
|
|||
Interest expense
|
476
|
|
|
613
|
|
|
763
|
|
|
(22
|
)
|
|||
Net interest revenue
|
2,538
|
|
|
2,333
|
|
|
2,699
|
|
|
9
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Gains (Losses) related to investment securities, net
|
23
|
|
|
67
|
|
|
(286
|
)
|
|
|
||||
Total revenue
|
$
|
9,649
|
|
|
$
|
9,594
|
|
|
$
|
8,953
|
|
|
1
|
|
|
Daily Averages of Indices
|
|
Averages of Month-End Indices
|
|
Year-End Indices
|
|||||||||||||||||||||
|
2012
|
|
2011
|
|
% Change
|
|
2012
|
|
2011
|
|
% Change
|
|
2012
|
|
2011
|
|
% Change
|
|||||||||
S&P 500
®
|
1,379
|
|
|
1,268
|
|
|
9
|
%
|
|
1,387
|
|
|
1,281
|
|
|
8
|
%
|
|
1,426
|
|
|
1,258
|
|
|
13
|
%
|
NASDAQ
®
|
2,966
|
|
|
2,677
|
|
|
11
|
|
|
2,984
|
|
|
2,701
|
|
|
10
|
|
|
3,020
|
|
|
2,605
|
|
|
16
|
|
MSCI EAFE
®
|
1,489
|
|
|
1,590
|
|
|
(6
|
)
|
|
1,499
|
|
|
1,609
|
|
|
(7
|
)
|
|
1,604
|
|
|
1,413
|
|
|
14
|
|
Years Ended December 31,
|
2012
|
|
2011
|
|
2010
|
|
% Change
2011-2012
|
|||||||
(Dollars in millions)
|
|
|
|
|
|
|
|
|||||||
Servicing fees
|
$
|
4,414
|
|
|
$
|
4,382
|
|
|
$
|
3,938
|
|
|
1
|
%
|
Management fees
|
993
|
|
|
917
|
|
|
829
|
|
|
8
|
|
|||
Trading services:
|
|
|
|
|
|
|
|
|||||||
Foreign exchange trading
|
511
|
|
|
683
|
|
|
597
|
|
|
(25
|
)
|
|||
Brokerage and other trading services
|
499
|
|
|
537
|
|
|
509
|
|
|
(7
|
)
|
|||
Total trading services
|
1,010
|
|
|
1,220
|
|
|
1,106
|
|
|
(17
|
)
|
|||
Securities finance
|
405
|
|
|
378
|
|
|
318
|
|
|
7
|
|
|||
Processing fees and other
|
266
|
|
|
297
|
|
|
349
|
|
|
(10
|
)
|
|||
Total fee revenue
|
$
|
7,088
|
|
|
$
|
7,194
|
|
|
$
|
6,540
|
|
|
(1
|
)
|
As of December 31,
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2011-2012 Annual
Growth
Rate
|
|
2008-2012 Compound
Annual
Growth
Rate
|
||||||||||||
(Dollars in billions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mutual funds
|
$
|
5,852
|
|
|
$
|
5,265
|
|
|
$
|
5,540
|
|
|
$
|
4,734
|
|
|
$
|
4,093
|
|
|
11
|
%
|
|
9
|
%
|
Collective funds
|
5,363
|
|
|
4,437
|
|
|
4,350
|
|
|
3,580
|
|
|
2,679
|
|
|
21
|
|
|
19
|
|
|||||
Pension products
|
5,339
|
|
|
4,837
|
|
|
4,726
|
|
|
4,395
|
|
|
3,621
|
|
|
10
|
|
|
10
|
|
|||||
Insurance and other products
|
7,817
|
|
|
7,268
|
|
|
6,911
|
|
|
6,086
|
|
|
5,514
|
|
|
8
|
|
|
9
|
|
|||||
Total
|
$
|
24,371
|
|
|
$
|
21,807
|
|
|
$
|
21,527
|
|
|
$
|
18,795
|
|
|
$
|
15,907
|
|
|
12
|
|
|
11
|
|
As of December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
(In billions)
|
|
|
|
|
|
||||||
Equities
|
$
|
12,276
|
|
|
$
|
10,849
|
|
|
$
|
11,000
|
|
Fixed-income
|
8,885
|
|
|
8,317
|
|
|
7,875
|
|
|||
Short-term and other investments
|
3,210
|
|
|
2,641
|
|
|
2,652
|
|
|||
Total
|
$
|
24,371
|
|
|
$
|
21,807
|
|
|
$
|
21,527
|
|
As of December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
(In billions)
|
|
|
|
|
|
||||||
United States
|
$
|
17,711
|
|
|
$
|
15,745
|
|
|
$
|
15,889
|
|
Other Americas
|
752
|
|
|
622
|
|
|
599
|
|
|||
Europe/Middle East/Africa
|
4,801
|
|
|
4,400
|
|
|
4,067
|
|
|||
Asia/Pacific
|
1,107
|
|
|
1,040
|
|
|
972
|
|
|||
Total
|
$
|
24,371
|
|
|
$
|
21,807
|
|
|
$
|
21,527
|
|
|
|
|
|
As of December 31,
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2011-2012 Annual
Growth Rate |
|
2008-2012 Compound
Annual Growth Rate |
||||||||||||
(Dollars in billions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Passive:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equities
|
$
|
755
|
|
|
$
|
638
|
|
|
$
|
655
|
|
|
$
|
504
|
|
|
$
|
344
|
|
|
18
|
%
|
|
22
|
%
|
Fixed-income
|
292
|
|
|
246
|
|
|
363
|
|
|
395
|
|
|
200
|
|
|
19
|
|
|
10
|
|
|||||
Exchange-traded funds
(1)
|
337
|
|
|
274
|
|
|
255
|
|
|
205
|
|
|
170
|
|
|
23
|
|
|
19
|
|
|||||
Other
(2)
|
211
|
|
|
195
|
|
|
210
|
|
|
211
|
|
|
163
|
|
|
8
|
|
|
7
|
|
|||||
Total Passive
|
1,595
|
|
|
1,353
|
|
|
1,483
|
|
|
1,315
|
|
|
877
|
|
|
18
|
|
|
16
|
|
|||||
Active:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equities
|
52
|
|
|
50
|
|
|
55
|
|
|
66
|
|
|
72
|
|
|
4
|
|
|
(8
|
)
|
|||||
Fixed-income
|
17
|
|
|
19
|
|
|
17
|
|
|
25
|
|
|
32
|
|
|
(11
|
)
|
|
(15
|
)
|
|||||
Other
|
55
|
|
|
45
|
|
|
28
|
|
|
28
|
|
|
17
|
|
|
22
|
|
|
34
|
|
|||||
Total Active
|
124
|
|
|
114
|
|
|
100
|
|
|
119
|
|
|
121
|
|
|
9
|
|
|
1
|
|
|||||
Cash
|
367
|
|
|
378
|
|
|
427
|
|
|
517
|
|
|
468
|
|
|
(3
|
)
|
|
(6
|
)
|
|||||
Total
|
$
|
2,086
|
|
|
$
|
1,845
|
|
|
$
|
2,010
|
|
|
$
|
1,951
|
|
|
$
|
1,466
|
|
|
13
|
|
|
9
|
|
|
|
|
|
As of December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
(In billions)
|
|
|
|
|
|
||||||
United States
|
$
|
1,394
|
|
|
$
|
1,285
|
|
|
$
|
1,425
|
|
Other Americas
|
39
|
|
|
30
|
|
|
29
|
|
|||
Europe/Middle East/Africa
|
351
|
|
|
320
|
|
|
341
|
|
|||
Asia/Pacific
|
302
|
|
|
210
|
|
|
215
|
|
|||
Total
|
$
|
2,086
|
|
|
$
|
1,845
|
|
|
$
|
2,010
|
|
|
|
|
|
Years Ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
(In billions)
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
1,845
|
|
|
$
|
2,010
|
|
|
$
|
1,951
|
|
Net new (lost) business
|
112
|
|
|
(30
|
)
|
|
(12
|
)
|
|||
Sales of U.S. Treasury portfolio of asset-backed securities
(1)
|
(31
|
)
|
|
(125
|
)
|
|
(56
|
)
|
|||
Assets added from Bank of Ireland Asset Management acquisition
|
—
|
|
|
23
|
|
|
—
|
|
|||
Market appreciation (depreciation)
|
160
|
|
|
(33
|
)
|
|
127
|
|
|||
Balance at end of year
|
$
|
2,086
|
|
|
$
|
1,845
|
|
|
$
|
2,010
|
|
|
|
|
|
Years Ended December 31,
|
2012
|
|
2011
|
|
2010
|
|
% Change
2011-2012
|
|||||||
(Dollars in millions)
|
|
|
|
|
|
|
|
|||||||
Foreign exchange trading:
|
|
|
|
|
|
|
|
|||||||
Direct sales and trading
|
$
|
263
|
|
|
$
|
352
|
|
|
$
|
261
|
|
|
(25
|
)%
|
Indirect foreign exchange trading
|
248
|
|
|
331
|
|
|
336
|
|
|
(25
|
)
|
|||
Total foreign exchange trading
|
511
|
|
|
683
|
|
|
597
|
|
|
(25
|
)
|
|||
Brokerage and other trading services:
|
|
|
|
|
|
|
|
|||||||
Electronic foreign exchange trading
|
210
|
|
|
249
|
|
|
211
|
|
|
(16
|
)
|
|||
Other trading, transition management and brokerage
|
289
|
|
|
288
|
|
|
298
|
|
|
—
|
|
|||
Total brokerage and other trading services
|
499
|
|
|
537
|
|
|
509
|
|
|
(7
|
)
|
|||
Total trading services revenue
|
$
|
1,010
|
|
|
$
|
1,220
|
|
|
$
|
1,106
|
|
|
(17
|
)
|
Years Ended December 31,
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||||||||
|
Average
Balance
|
|
Interest
Revenue/
Expense
|
|
Rate
|
|
Average
Balance
|
|
Interest
Revenue/
Expense
|
|
Rate
|
|
Average
Balance
|
|
Interest
Revenue/
Expense
|
|
Rate
|
|||||||||||||||
(Dollars in millions; fully taxable-equivalent basis)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits with banks
|
$
|
26,823
|
|
|
$
|
141
|
|
|
.53
|
%
|
|
$
|
20,241
|
|
|
$
|
149
|
|
|
.74
|
%
|
|
$
|
13,550
|
|
|
$
|
93
|
|
|
.69
|
%
|
Securities purchased under resale agreements
|
7,243
|
|
|
51
|
|
|
.71
|
|
|
4,686
|
|
|
28
|
|
|
.61
|
|
|
2,957
|
|
|
24
|
|
|
.83
|
|
||||||
Trading account assets
|
651
|
|
|
—
|
|
|
—
|
|
|
2,013
|
|
|
—
|
|
|
—
|
|
|
376
|
|
|
—
|
|
|
—
|
|
||||||
Investment securities
|
113,910
|
|
|
2,690
|
|
|
2.36
|
|
|
103,075
|
|
|
2,615
|
|
|
2.54
|
|
|
96,123
|
|
|
3,140
|
|
|
3.27
|
|
||||||
Loans and leases
|
11,610
|
|
|
253
|
|
|
2.19
|
|
|
12,180
|
|
|
280
|
|
|
2.30
|
|
|
12,094
|
|
|
331
|
|
|
2.73
|
|
||||||
Other interest-earning assets
|
7,378
|
|
|
3
|
|
|
.04
|
|
|
5,462
|
|
|
2
|
|
|
.03
|
|
|
1,156
|
|
|
3
|
|
|
.24
|
|
||||||
Average total interest-earning assets
|
$
|
167,615
|
|
|
$
|
3,138
|
|
|
1.88
|
|
|
$
|
147,657
|
|
|
$
|
3,074
|
|
|
2.08
|
|
|
$
|
126,256
|
|
|
$
|
3,591
|
|
|
2.84
|
|
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S.
|
$
|
9,333
|
|
|
$
|
19
|
|
|
.20
|
%
|
|
$
|
4,049
|
|
|
$
|
11
|
|
|
.27
|
%
|
|
$
|
8,632
|
|
|
$
|
37
|
|
|
.43
|
%
|
Non-U.S.
|
89,059
|
|
|
147
|
|
|
.16
|
|
|
84,011
|
|
|
209
|
|
|
.25
|
|
|
68,326
|
|
|
176
|
|
|
.26
|
|
||||||
Securities sold under repurchase agreements
|
7,697
|
|
|
1
|
|
|
.01
|
|
|
9,040
|
|
|
10
|
|
|
.11
|
|
|
8,108
|
|
|
4
|
|
|
.05
|
|
||||||
Federal funds purchased
|
784
|
|
|
1
|
|
|
.09
|
|
|
845
|
|
|
—
|
|
|
—
|
|
|
1,759
|
|
|
1
|
|
|
.05
|
|
||||||
Other short-term borrowings
|
4,676
|
|
|
71
|
|
|
1.52
|
|
|
5,134
|
|
|
86
|
|
|
1.67
|
|
|
13,590
|
|
|
252
|
|
|
1.86
|
|
||||||
Long-term debt
|
7,008
|
|
|
222
|
|
|
3.17
|
|
|
8,966
|
|
|
289
|
|
|
3.22
|
|
|
8,681
|
|
|
286
|
|
|
3.30
|
|
||||||
Other interest-bearing liabilities
|
5,898
|
|
|
15
|
|
|
.26
|
|
|
3,535
|
|
|
8
|
|
|
.24
|
|
|
940
|
|
|
7
|
|
|
.69
|
|
||||||
Average total interest-bearing liabilities
|
$
|
124,455
|
|
|
$
|
476
|
|
|
.39
|
|
|
$
|
115,580
|
|
|
$
|
613
|
|
|
.53
|
|
|
$
|
110,036
|
|
|
$
|
763
|
|
|
.69
|
|
Interest-rate spread
|
|
|
|
|
1.49
|
%
|
|
|
|
|
|
1.55
|
%
|
|
|
|
|
|
2.15
|
%
|
||||||||||||
Net interest revenue - fully taxable-equivalent basis
|
|
|
$
|
2,662
|
|
|
|
|
|
|
$
|
2,461
|
|
|
|
|
|
|
$
|
2,828
|
|
|
|
|||||||||
Net interest margin - fully taxable-equivalent basis
|
|
|
|
|
1.59
|
%
|
|
|
|
|
|
1.67
|
%
|
|
|
|
|
|
2.24
|
%
|
||||||||||||
Tax-equivalent adjustment
|
|
|
(124
|
)
|
|
|
|
|
|
(128
|
)
|
|
|
|
|
|
(129
|
)
|
|
|
||||||||||||
Net interest revenue - GAAP basis
|
|
|
$
|
2,538
|
|
|
|
|
|
|
$
|
2,333
|
|
|
|
|
|
|
$
|
2,699
|
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Average U.S. short-duration advances
|
$
|
1,972
|
|
|
$
|
1,994
|
|
|
$
|
1,924
|
|
Average non-U.S. short-duration advances
|
1,393
|
|
|
1,585
|
|
|
1,366
|
|
|||
Average total short-duration advances
|
$
|
3,365
|
|
|
$
|
3,579
|
|
|
$
|
3,290
|
|
Years Ended December 31,
|
2012
|
|
2011
|
||||
(In millions)
|
|
|
|
||||
Net realized gains from sales of available-for-sale securities
|
$
|
55
|
|
|
$
|
140
|
|
|
|
|
|
||||
Losses from other-than-temporary impairment
|
(53
|
)
|
|
(123
|
)
|
||
Losses not related to credit
|
21
|
|
|
50
|
|
||
Net impairment losses
|
(32
|
)
|
|
(73
|
)
|
||
Gains (Losses) related to investment securities, net
|
$
|
23
|
|
|
$
|
67
|
|
|
|
|
|
||||
Impairment associated with expected credit losses
|
$
|
(16
|
)
|
|
$
|
(42
|
)
|
Impairment associated with management’s intent to sell the impaired securities prior to their recovery in value
|
—
|
|
|
(8
|
)
|
||
Impairment associated with adverse changes in timing of expected future cash flows
|
(16
|
)
|
|
(23
|
)
|
||
Net impairment losses
|
$
|
(32
|
)
|
|
$
|
(73
|
)
|
Years Ended December 31,
|
2012
|
|
2011
|
|
2010
|
|
% Change
|
|||||||
(Dollars in millions)
|
|
|
|
|
|
|
2012-2011
|
|||||||
Compensation and employee benefits
|
$
|
3,837
|
|
|
$
|
3,820
|
|
|
$
|
3,517
|
|
|
|
|
Information systems and communications
|
844
|
|
|
776
|
|
|
713
|
|
|
9
|
%
|
|||
Transaction processing services
|
702
|
|
|
732
|
|
|
653
|
|
|
(4
|
)
|
|||
Occupancy
|
470
|
|
|
455
|
|
|
463
|
|
|
3
|
|
|||
Claims resolution
|
(362
|
)
|
|
—
|
|
|
—
|
|
|
|
||||
Securities lending charge
|
—
|
|
|
—
|
|
|
414
|
|
|
|
||||
Acquisition costs, net
|
26
|
|
|
16
|
|
|
96
|
|
|
|
|
|||
Restructuring charges, net
|
199
|
|
|
253
|
|
|
156
|
|
|
|
|
|||
Other:
|
|
|
|
|
|
|
|
|
||||||
Professional services
|
381
|
|
|
347
|
|
|
277
|
|
|
10
|
|
|||
Amortization of other intangible assets
|
198
|
|
|
200
|
|
|
179
|
|
|
(1
|
)
|
|||
Securities processing costs (recoveries)
|
24
|
|
|
(6
|
)
|
|
63
|
|
|
|
|
|||
Regulator fees and assessments
|
61
|
|
|
53
|
|
|
52
|
|
|
15
|
|
|||
Other
|
506
|
|
|
412
|
|
|
259
|
|
|
23
|
|
|||
Total other
|
1,170
|
|
|
1,006
|
|
|
830
|
|
|
16
|
|
|||
Total expenses
|
$
|
6,886
|
|
|
$
|
7,058
|
|
|
$
|
6,842
|
|
|
(2
|
)
|
Number of employees at year end
|
29,660
|
|
|
29,740
|
|
|
28,670
|
|
|
|
(In millions)
|
Employee-Related
Costs
|
|
Real Estate
Consolidation
|
|
Information
Technology Costs
|
|
Total
|
||||||||
2010
|
$
|
105
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
156
|
|
2011
|
85
|
|
|
7
|
|
|
41
|
|
|
133
|
|
||||
2012
|
27
|
|
|
20
|
|
|
20
|
|
|
67
|
|
||||
Total
|
$
|
217
|
|
|
$
|
78
|
|
|
$
|
61
|
|
|
$
|
356
|
|
(In millions)
|
Employee-Related
Costs
|
|
Fixed-Income Trading Portfolio
|
|
Asset and Other Write-Offs
|
|
Total
|
||||||||
2011
|
$
|
62
|
|
|
$
|
38
|
|
|
$
|
20
|
|
|
$
|
120
|
|
2012
|
3
|
|
|
(9
|
)
|
|
5
|
|
|
(1
|
)
|
||||
Total
|
$
|
65
|
|
|
$
|
29
|
|
|
$
|
25
|
|
|
$
|
119
|
|
(In millions)
|
Employee-
Related
Costs
|
|
Real Estate
Consolidation
|
|
Information Technology
Costs
|
|
Fixed-Income Trading Portfolio
|
|
Asset and Other Write-Offs
|
|
Total
|
||||||||||||
Initial accrual
|
$
|
105
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
156
|
|
Payments
|
(15
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
||||||
Balance as of December 31, 2010
|
90
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137
|
|
||||||
Accruals for Business Operations and Information Technology Transformation program
|
85
|
|
|
7
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
133
|
|
||||||
Accruals for expense control measures
|
62
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
20
|
|
|
120
|
|
||||||
Payments and adjustments
|
(75
|
)
|
|
(15
|
)
|
|
(8
|
)
|
|
—
|
|
|
(5
|
)
|
|
(103
|
)
|
||||||
Balance as of December 31, 2011
|
162
|
|
|
39
|
|
|
33
|
|
|
38
|
|
|
15
|
|
|
287
|
|
||||||
Accruals for Business Operations and Information Technology Transformation program
|
27
|
|
|
20
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
67
|
|
||||||
Net accruals for 2011 expense control measures
|
3
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
5
|
|
|
(1
|
)
|
||||||
Accruals for 2012 expense control measures
|
129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
133
|
|
||||||
Payments and adjustments
|
(126
|
)
|
|
(10
|
)
|
|
(48
|
)
|
|
(29
|
)
|
|
(11
|
)
|
|
(224
|
)
|
||||||
Balance as of December 31, 2012
|
$
|
195
|
|
|
$
|
49
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
262
|
|
|
Investment
Servicing
|
|
Investment
Management
|
|
Other
|
|
Total
|
||||||||||||||||||||||||||||||||||||||||
Years Ended December 31,
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||||||
(Dollars in millions,
except where otherwise noted)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Fee revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Servicing fees
|
$
|
4,414
|
|
|
$
|
4,382
|
|
|
$
|
3,938
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,414
|
|
|
$
|
4,382
|
|
|
$
|
3,938
|
|
Management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
993
|
|
|
917
|
|
|
829
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
993
|
|
|
917
|
|
|
829
|
|
||||||||||||
Trading services
|
1,010
|
|
|
1,220
|
|
|
1,106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,010
|
|
|
1,220
|
|
|
1,106
|
|
||||||||||||
Securities finance
|
363
|
|
|
333
|
|
|
265
|
|
|
42
|
|
|
45
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
405
|
|
|
378
|
|
|
318
|
|
||||||||||||
Processing fees and other
|
161
|
|
|
195
|
|
|
225
|
|
|
105
|
|
|
102
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
266
|
|
|
297
|
|
|
349
|
|
||||||||||||
Total fee revenue
|
5,948
|
|
|
6,130
|
|
|
5,534
|
|
|
1,140
|
|
|
1,064
|
|
|
1,006
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,088
|
|
|
7,194
|
|
|
6,540
|
|
||||||||||||
Net interest revenue
|
2,456
|
|
|
2,231
|
|
|
2,553
|
|
|
82
|
|
|
102
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,538
|
|
|
2,333
|
|
|
2,699
|
|
||||||||||||
Gains (losses) related to investment securities, net
|
69
|
|
|
67
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
(344
|
)
|
|
23
|
|
|
67
|
|
|
(286
|
)
|
||||||||||||
Total revenue
|
8,473
|
|
|
8,428
|
|
|
8,145
|
|
|
1,222
|
|
|
1,166
|
|
|
1,152
|
|
|
(46
|
)
|
|
—
|
|
|
(344
|
)
|
|
9,649
|
|
|
9,594
|
|
|
8,953
|
|
||||||||||||
Provision for loan losses
|
(3
|
)
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
25
|
|
||||||||||||
Expenses from operations
|
6,033
|
|
|
5,890
|
|
|
5,430
|
|
|
872
|
|
|
899
|
|
|
753
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
6,905
|
|
|
6,789
|
|
|
6,176
|
|
||||||||||||
Securities lending charge
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
414
|
|
||||||||||||
Claims resolution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
—
|
|
||||||||||||
Provisions for litigation exposure and other costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
—
|
|
||||||||||||
Acquisition and restructuring costs, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|
269
|
|
|
252
|
|
|
225
|
|
|
269
|
|
|
252
|
|
||||||||||||
Total expenses
|
6,033
|
|
|
5,890
|
|
|
5,505
|
|
|
872
|
|
|
899
|
|
|
1,092
|
|
|
(19
|
)
|
|
269
|
|
|
245
|
|
|
6,886
|
|
|
7,058
|
|
|
6,842
|
|
||||||||||||
Income (loss) before income tax expense
|
$
|
2,443
|
|
|
$
|
2,538
|
|
|
$
|
2,615
|
|
|
$
|
350
|
|
|
$
|
267
|
|
|
$
|
60
|
|
|
$
|
(27
|
)
|
|
$
|
(269
|
)
|
|
$
|
(589
|
)
|
|
$
|
2,766
|
|
|
$
|
2,536
|
|
|
$
|
2,086
|
|
Pre-tax margin
|
29
|
%
|
|
30
|
%
|
|
32
|
%
|
|
29
|
%
|
|
23
|
%
|
|
5
|
%
|
|
|
|
|
|
|
|
29
|
%
|
|
26
|
%
|
|
23
|
%
|
|||||||||||||||
Average assets (in billions)
|
$
|
189.8
|
|
|
$
|
170.4
|
|
|
$
|
146.9
|
|
|
$
|
4.0
|
|
|
$
|
4.4
|
|
|
$
|
5.1
|
|
|
|
|
|
|
|
|
$
|
193.8
|
|
|
$
|
174.8
|
|
|
$
|
152.0
|
|
Years ended December 31,
|
2011
|
|
2010
|
|
% Change
|
|||||
(Dollars in millions, except per share amounts)
|
|
|
|
|
|
|||||
Total fee revenue
|
$
|
7,194
|
|
|
$
|
6,540
|
|
|
10
|
%
|
Net interest revenue
|
2,333
|
|
|
2,699
|
|
|
(14
|
)
|
||
Gains (Losses) related to investment securities, net
|
67
|
|
|
(286
|
)
|
|
|
|||
Total revenue
|
9,594
|
|
|
8,953
|
|
|
7
|
|
||
Provision for loan losses
|
—
|
|
|
25
|
|
|
|
|||
Expenses:
|
|
|
|
|
|
|||||
Expenses from operations
|
6,789
|
|
|
6,176
|
|
|
10
|
|
||
Securities lending charge
|
—
|
|
|
414
|
|
|
|
|||
Acquisition costs, net
(1)
|
16
|
|
|
96
|
|
|
|
|||
Restructuring charges
|
253
|
|
|
156
|
|
|
|
|||
Total expenses
|
7,058
|
|
|
6,842
|
|
|
3
|
|
||
Income before income tax expense
|
2,536
|
|
|
2,086
|
|
|
|
|||
Income tax expense
(2)
|
616
|
|
|
530
|
|
|
|
|||
Net income
|
$
|
1,920
|
|
|
$
|
1,556
|
|
|
23
|
|
Adjustments to net income:
|
|
|
|
|
|
|||||
Preferred stock dividends
|
(20
|
)
|
|
—
|
|
|
|
|||
Earnings allocated to participating securities
(3)
|
(18
|
)
|
|
(16
|
)
|
|
|
|
||
Net income available to common shareholders
|
$
|
1,882
|
|
|
$
|
1,540
|
|
|
22
|
|
Earnings per common share:
|
|
|
|
|
|
|||||
Basic
|
$
|
3.82
|
|
|
$
|
3.11
|
|
|
|
|
Diluted
|
3.79
|
|
|
3.09
|
|
|
|
|||
Average common shares outstanding (in thousands):
|
|
|
|
|
|
|||||
Basic
|
492,598
|
|
|
495,394
|
|
|
|
|||
Diluted
|
496,072
|
|
|
497,924
|
|
|
|
|||
Return on common shareholders’ equity
|
10.0
|
%
|
|
9.5
|
%
|
|
|
Years ended December 31,
|
2011
|
|
2010
|
|
% Change
|
|||||
(Dollars in millions)
|
|
|
|
|
|
|||||
Fee revenue:
|
|
|
|
|
|
|||||
Servicing fees
|
$
|
4,382
|
|
|
$
|
3,938
|
|
|
11
|
%
|
Management fees
|
917
|
|
|
829
|
|
|
11
|
|
||
Trading services revenue:
|
|
|
|
|
|
|
||||
Foreign exchange trading
|
683
|
|
|
597
|
|
|
14
|
|
||
Brokerage and other trading services
|
537
|
|
|
509
|
|
|
6
|
|
||
Total trading services revenue
|
1,220
|
|
|
1,106
|
|
|
10
|
|
||
Securities finance
|
378
|
|
|
318
|
|
|
19
|
|
||
Processing fees and other
|
297
|
|
|
349
|
|
|
(15
|
)
|
||
Total fee revenue
|
7,194
|
|
|
6,540
|
|
|
10
|
|
||
Net interest revenue:
|
|
|
|
|
|
|||||
Interest revenue
|
2,946
|
|
|
3,462
|
|
|
(15
|
)
|
||
Interest expense
|
613
|
|
|
763
|
|
|
(20
|
)
|
||
Net interest revenue
|
2,333
|
|
|
2,699
|
|
|
(14
|
)
|
||
Gains (Losses) related to investment securities, net
|
67
|
|
|
(286
|
)
|
|
|
|||
Total revenue
|
$
|
9,594
|
|
|
$
|
8,953
|
|
|
7
|
|
Years Ended December 31,
|
2011
|
|
2010
|
|
% Change
|
|||||
(Dollars in millions)
|
|
|
|
|
|
|||||
Compensation and employee benefits
|
$
|
3,820
|
|
|
$
|
3,517
|
|
|
9
|
%
|
Information systems and communications
|
776
|
|
|
713
|
|
|
9
|
|
||
Transaction processing services
|
732
|
|
|
653
|
|
|
12
|
|
||
Occupancy
|
455
|
|
|
463
|
|
|
(2
|
)
|
||
Securities lending charge
|
—
|
|
|
414
|
|
|
|
|||
Acquisition costs, net
|
16
|
|
|
96
|
|
|
|
|||
Restructuring charges
|
253
|
|
|
156
|
|
|
|
|
||
Other:
|
|
|
|
|
|
|||||
Professional services
|
347
|
|
|
277
|
|
|
25
|
|
||
Amortization of other intangible assets
|
200
|
|
|
179
|
|
|
12
|
|
||
Securities processing (recoveries) costs
|
(6
|
)
|
|
63
|
|
|
|
|
||
Regulator fees and assessments
|
53
|
|
|
52
|
|
|
|
|
||
Other
|
412
|
|
|
259
|
|
|
59
|
|
||
Total other
|
1,006
|
|
|
830
|
|
|
21
|
|
||
Total expenses
|
$
|
7,058
|
|
|
$
|
6,842
|
|
|
3
|
|
Number of employees at year end
|
29,740
|
|
|
28,670
|
|
|
|
|
|||||||
Years Ended December 31,
|
2012
Average
Balance
|
|
2011
Average
Balance
|
||||
(In millions)
|
|
|
|
||||
Assets:
|
|
|
|
||||
Interest-bearing deposits with banks
|
$
|
26,823
|
|
|
$
|
20,241
|
|
Securities purchased under resale agreements
|
7,243
|
|
|
4,686
|
|
||
Trading account assets
|
651
|
|
|
2,013
|
|
||
Investment securities
|
113,910
|
|
|
103,075
|
|
||
Loans and leases
|
11,610
|
|
|
12,180
|
|
||
Other interest-earning assets
|
7,378
|
|
|
5,462
|
|
||
Total interest-earning assets
|
167,615
|
|
|
147,657
|
|
||
Cash and due from banks
|
3,811
|
|
|
3,436
|
|
||
Other noninterest-earning assets
|
22,384
|
|
|
23,665
|
|
||
Total assets
|
$
|
193,810
|
|
|
$
|
174,758
|
|
Liabilities and shareholders’ equity:
|
|
|
|
||||
Interest-bearing deposits:
|
|
|
|
||||
U.S.
|
$
|
9,333
|
|
|
$
|
4,049
|
|
Non-U.S.
|
89,059
|
|
|
84,011
|
|
||
Total interest-bearing deposits
|
98,392
|
|
|
88,060
|
|
||
Securities sold under repurchase agreements
|
7,697
|
|
|
9,040
|
|
||
Federal funds purchased
|
784
|
|
|
845
|
|
||
Other short-term borrowings
|
4,676
|
|
|
5,134
|
|
||
Long-term debt
|
7,008
|
|
|
8,966
|
|
||
Other interest-bearing liabilities
|
5,898
|
|
|
3,535
|
|
||
Total interest-bearing liabilities
|
124,455
|
|
|
115,580
|
|
||
Non-interest-bearing deposits
|
36,512
|
|
|
25,925
|
|
||
Other noninterest-bearing liabilities
|
12,660
|
|
|
13,890
|
|
||
Preferred shareholders’ equity
|
515
|
|
|
400
|
|
||
Common shareholders’ equity
|
19,668
|
|
|
18,963
|
|
||
Total liabilities and shareholders’ equity
|
$
|
193,810
|
|
|
$
|
174,758
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Available for sale:
|
|
|
|
|
|
||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
||||||
Direct obligations
|
$
|
841
|
|
|
$
|
2,836
|
|
|
$
|
7,577
|
|
Mortgage-backed securities
|
32,212
|
|
|
30,021
|
|
|
23,640
|
|
|||
Asset-backed securities:
|
|
|
|
|
|
||||||
Student loans
(1)
|
16,421
|
|
|
16,545
|
|
|
14,415
|
|
|||
Credit cards
|
9,986
|
|
|
10,487
|
|
|
7,603
|
|
|||
Sub-prime
|
1,399
|
|
|
1,404
|
|
|
1,818
|
|
|||
Other
|
4,677
|
|
|
3,465
|
|
|
2,569
|
|
|||
Total asset-backed securities
|
32,483
|
|
|
31,901
|
|
|
26,405
|
|
|||
Non-U.S. debt securities:
|
|
|
|
|
|
||||||
Mortgage-backed securities
|
11,405
|
|
|
10,875
|
|
|
6,294
|
|
|||
Asset-backed securities
|
6,218
|
|
|
4,303
|
|
|
1,786
|
|
|||
Government securities
|
3,199
|
|
|
1,671
|
|
|
2,005
|
|
|||
Other
|
4,306
|
|
|
2,825
|
|
|
1,932
|
|
|||
Total non-U.S. debt securities
|
25,128
|
|
|
19,674
|
|
|
12,017
|
|
|||
State and political subdivisions
|
7,551
|
|
|
7,047
|
|
|
6,604
|
|
|||
Collateralized mortgage obligations
|
4,954
|
|
|
3,980
|
|
|
1,861
|
|
|||
Other U.S. debt securities
|
5,298
|
|
|
3,615
|
|
|
2,536
|
|
|||
U.S. equity securities
|
1,092
|
|
|
640
|
|
|
1,115
|
|
|||
Non-U.S. equity securities
|
123
|
|
|
118
|
|
|
126
|
|
|||
Total
|
$
|
109,682
|
|
|
$
|
99,832
|
|
|
$
|
81,881
|
|
Held to Maturity:
|
|
|
|
|
|
||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
||||||
Direct obligations
|
$
|
5,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage-backed securities
|
153
|
|
|
265
|
|
|
413
|
|
|||
Asset-backed securities
|
16
|
|
|
31
|
|
|
64
|
|
|||
Non-U.S. debt securities:
|
|
|
|
|
|
||||||
Mortgage-backed securities
|
3,122
|
|
|
4,973
|
|
|
6,332
|
|
|||
Asset-backed securities
|
434
|
|
|
436
|
|
|
646
|
|
|||
Government securities
|
3
|
|
|
3
|
|
|
—
|
|
|||
Other
|
167
|
|
|
172
|
|
|
208
|
|
|||
Total non-U.S. debt securities
|
3,726
|
|
|
5,584
|
|
|
7,186
|
|
|||
State and political subdivisions
|
74
|
|
|
107
|
|
|
134
|
|
|||
Collateralized mortgage obligations
|
2,410
|
|
|
3,334
|
|
|
4,452
|
|
|||
Total
|
$
|
11,379
|
|
|
$
|
9,321
|
|
|
$
|
12,249
|
|
|
|
|
|
|
2012
|
|
2011
|
||
AAA
(1)
|
69
|
%
|
|
75
|
%
|
AA
|
19
|
|
|
14
|
|
A
|
7
|
|
|
7
|
|
BBB
|
3
|
|
|
2
|
|
Below BBB
|
2
|
|
|
2
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
(In millions)
|
2012
|
|
2011
|
||||
Available for Sale:
|
|
|
|
||||
United Kingdom
|
$
|
10,263
|
|
|
$
|
8,851
|
|
Australia
|
4,035
|
|
|
3,154
|
|
||
Netherlands
|
3,006
|
|
|
3,109
|
|
||
Canada
|
2,274
|
|
|
1,905
|
|
||
Germany
|
1,836
|
|
|
1,510
|
|
||
France
|
1,364
|
|
|
329
|
|
||
Japan
|
1,173
|
|
|
—
|
|
||
Finland
|
259
|
|
|
—
|
|
||
Korea
|
257
|
|
|
—
|
|
||
Norway
|
210
|
|
|
89
|
|
||
Spain
|
67
|
|
|
228
|
|
||
Italy
|
26
|
|
|
231
|
|
||
Other
|
358
|
|
|
268
|
|
||
Total
|
$
|
25,128
|
|
|
$
|
19,674
|
|
Held to Maturity:
|
|
|
|
||||
Australia
|
$
|
2,189
|
|
|
$
|
2,572
|
|
United Kingdom
|
920
|
|
|
2,259
|
|
||
Italy
|
276
|
|
|
297
|
|
||
Spain
|
209
|
|
|
220
|
|
||
Other
|
132
|
|
|
236
|
|
||
Total
|
$
|
3,726
|
|
|
$
|
5,584
|
|
December 31, 2012
(Dollars in millions)
|
Total Municipal
Securities
|
|
Credit and
Liquidity Facilities
|
|
Total
|
|
% of Total Municipal
Exposure
|
|||||||
State of Issuer:
|
|
|
|
|
|
|
|
|||||||
Texas
|
$
|
1,091
|
|
|
$
|
1,957
|
|
|
$
|
3,048
|
|
|
19
|
%
|
New York
|
486
|
|
|
973
|
|
|
1,459
|
|
|
9
|
|
|||
Massachusetts
|
869
|
|
|
508
|
|
|
1,377
|
|
|
9
|
|
|||
California
|
190
|
|
|
1,158
|
|
|
1,348
|
|
|
8
|
|
|||
New Jersey
|
867
|
|
|
—
|
|
|
867
|
|
|
5
|
|
|||
Florida
|
148
|
|
|
680
|
|
|
828
|
|
|
5
|
|
|||
Total
|
$
|
3,651
|
|
|
$
|
5,276
|
|
|
$
|
8,927
|
|
|
|
December 31, 2011 (Dollars in millions)
|
Total Municipal
Securities
|
|
Credit and
Liquidity Facilities
|
|
Total
|
|
% of Total Municipal Exposure
|
|||||||
State of Issuer:
|
|
|
|
|
|
|
|
|||||||
Texas
|
$
|
1,002
|
|
|
$
|
1,669
|
|
|
$
|
2,671
|
|
|
17
|
%
|
California
|
192
|
|
|
1,496
|
|
|
1,688
|
|
|
11
|
|
|||
Massachusetts
|
841
|
|
|
478
|
|
|
1,319
|
|
|
9
|
|
|||
New York
|
309
|
|
|
596
|
|
|
905
|
|
|
6
|
|
|||
Wisconsin
|
491
|
|
|
407
|
|
|
898
|
|
|
6
|
|
|||
Florida
|
165
|
|
|
686
|
|
|
851
|
|
|
6
|
|
|||
Total
|
$
|
3,000
|
|
|
$
|
5,332
|
|
|
$
|
8,332
|
|
|
|
|
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
|
$
|
4
|
|
|
3.15
|
%
|
|
$
|
43
|
|
|
3.67
|
%
|
|
$
|
61
|
|
|
3.03
|
%
|
|
$
|
733
|
|
|
2.09
|
%
|
Mortgage-backed securities
|
10
|
|
|
4.69
|
|
|
2,458
|
|
|
3.49
|
|
|
7,139
|
|
|
3.01
|
|
|
22,605
|
|
|
3.28
|
|
||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Student loans
|
425
|
|
|
.49
|
|
|
6,863
|
|
|
.58
|
|
|
5,540
|
|
|
.71
|
|
|
3,593
|
|
|
.76
|
|
||||
Credit cards
|
1,102
|
|
|
.62
|
|
|
5,967
|
|
|
.58
|
|
|
2,917
|
|
|
1.21
|
|
|
—
|
|
|
—
|
|
||||
Sub-prime
|
56
|
|
|
.74
|
|
|
51
|
|
|
1.94
|
|
|
4
|
|
|
3.54
|
|
|
1,288
|
|
|
.73
|
|
||||
Other
|
178
|
|
|
.64
|
|
|
2,199
|
|
|
.67
|
|
|
1,588
|
|
|
.72
|
|
|
712
|
|
|
1.30
|
|
||||
Total asset-backed
|
1,761
|
|
|
|
|
15,080
|
|
|
|
|
10,049
|
|
|
|
|
5,593
|
|
|
|
||||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
160
|
|
|
1.04
|
|
|
5,484
|
|
|
1.73
|
|
|
73
|
|
|
.27
|
|
|
5,688
|
|
|
2.14
|
|
||||
Asset-backed securities
|
272
|
|
|
.87
|
|
|
4,579
|
|
|
1.12
|
|
|
1,063
|
|
|
1.31
|
|
|
304
|
|
|
2.88
|
|
||||
Government securities
|
2,064
|
|
|
1.31
|
|
|
1,135
|
|
|
.20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
1,373
|
|
|
3.23
|
|
|
2,534
|
|
|
2.73
|
|
|
399
|
|
|
2.20
|
|
|
—
|
|
|
—
|
|
||||
Total non-U.S. debt securities
|
3,869
|
|
|
|
|
13,732
|
|
|
|
|
1,535
|
|
|
|
|
5,992
|
|
|
|
||||||||
State and political subdivisions
(2)
|
685
|
|
|
4.88
|
|
|
3,075
|
|
|
4.96
|
|
|
2,882
|
|
|
4.74
|
|
|
909
|
|
|
4.13
|
|
||||
Collateralized mortgage obligations
|
161
|
|
|
4.38
|
|
|
2,371
|
|
|
3.69
|
|
|
1,161
|
|
|
2.19
|
|
|
1,261
|
|
|
2.68
|
|
||||
Other U.S. debt securities
|
271
|
|
|
4.80
|
|
|
3,722
|
|
|
3.82
|
|
|
1,271
|
|
|
4.77
|
|
|
34
|
|
|
.87
|
|
||||
Total
|
$
|
6,761
|
|
|
|
|
$
|
40,481
|
|
|
|
|
$
|
24,098
|
|
|
|
|
$
|
37,127
|
|
|
|
||||
Held to maturity
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct Obligations
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
4,500
|
|
|
2.10
|
%
|
|
$
|
500
|
|
|
2.00
|
%
|
Mortgage-backed securities
|
—
|
|
|
—
|
|
|
36
|
|
|
4.99
|
|
|
32
|
|
|
5.00
|
|
|
85
|
|
|
5.37
|
|
||||
Asset-backed securities
|
—
|
|
|
—
|
|
|
9
|
|
|
.68
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
.62
|
|
||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
93
|
|
|
.43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,029
|
|
|
2.19
|
|
||||
Asset-backed securities
|
149
|
|
|
3.43
|
|
|
238
|
|
|
3.49
|
|
|
47
|
|
|
.39
|
|
|
—
|
|
|
—
|
|
||||
Government securities
|
3
|
|
|
.24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
158
|
|
|
1.08
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
3.46
|
|
||||
Total non-U.S. debt securities
|
245
|
|
|
|
|
396
|
|
|
|
|
47
|
|
|
|
|
3,038
|
|
|
|
||||||||
State and political subdivisions
(2)
|
49
|
|
|
6.22
|
|
|
25
|
|
|
5.89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Collateralized mortgage obligations
|
235
|
|
|
3.87
|
|
|
1,250
|
|
|
3.42
|
|
|
171
|
|
|
2.68
|
|
|
754
|
|
|
3.20
|
|
||||
Total
|
$
|
529
|
|
|
|
|
$
|
1,716
|
|
|
|
|
$
|
4,750
|
|
|
|
|
$
|
4,384
|
|
|
|
(In millions)
|
2012
|
|
2011
|
||||
Fair value
|
$
|
109,682
|
|
|
$
|
99,832
|
|
Amortized cost
|
108,563
|
|
|
100,013
|
|
||
Net unrealized gain (loss), pre-tax
|
$
|
1,119
|
|
|
$
|
(181
|
)
|
Net unrealized gain (loss), after-tax
|
$
|
708
|
|
|
$
|
(113
|
)
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Institutional:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S.
|
$
|
9,645
|
|
|
$
|
7,115
|
|
|
$
|
7,001
|
|
|
$
|
6,637
|
|
|
$
|
6,004
|
|
Non-U.S.
|
2,251
|
|
|
2,478
|
|
|
4,192
|
|
|
3,571
|
|
|
2,327
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S.
|
411
|
|
|
460
|
|
|
764
|
|
|
600
|
|
|
800
|
|
|||||
Total loans and leases
|
$
|
12,307
|
|
|
$
|
10,053
|
|
|
$
|
11,957
|
|
|
$
|
10,808
|
|
|
$
|
9,131
|
|
Average loans and leases
|
$
|
11,610
|
|
|
$
|
12,180
|
|
|
$
|
12,094
|
|
|
$
|
9,703
|
|
|
$
|
11,884
|
|
(In millions)
|
Total
|
|
Under 1 Year
|
|
1 to 5 Years
|
|
Over 5 Years
|
||||||||
Institutional:
|
|
|
|
|
|
|
|
||||||||
Investment funds:
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
8,376
|
|
|
$
|
6,925
|
|
|
$
|
1,451
|
|
|
$
|
—
|
|
Non-U.S.
|
829
|
|
|
805
|
|
|
24
|
|
|
—
|
|
||||
Commercial and financial:
|
|
|
|
|
|
|
|
||||||||
U.S.
|
613
|
|
|
509
|
|
|
104
|
|
|
—
|
|
||||
Non-U.S.
|
520
|
|
|
520
|
|
|
—
|
|
|
—
|
|
||||
Purchased receivables:
|
|
|
|
|
|
|
|
||||||||
U.S.
|
276
|
|
|
—
|
|
|
—
|
|
|
276
|
|
||||
Non-U.S.
|
118
|
|
|
—
|
|
|
118
|
|
|
—
|
|
||||
Lease financing:
|
|
|
|
|
|
|
|
||||||||
U.S.
|
380
|
|
|
22
|
|
|
23
|
|
|
335
|
|
||||
Non-U.S.
|
784
|
|
|
39
|
|
|
235
|
|
|
510
|
|
||||
Total institutional
|
11,896
|
|
|
8,820
|
|
|
1,955
|
|
|
1,121
|
|
||||
Commercial real estate:
|
|
|
|
|
|
|
|
||||||||
U.S.
|
411
|
|
|
—
|
|
|
47
|
|
|
364
|
|
||||
Total loans and leases
|
$
|
12,307
|
|
|
$
|
8,820
|
|
|
$
|
2,002
|
|
|
$
|
1,485
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
22
|
|
|
$
|
100
|
|
|
$
|
79
|
|
|
$
|
18
|
|
|
$
|
18
|
|
Provision for loan losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
(3
|
)
|
|
9
|
|
|
22
|
|
|
124
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
(9
|
)
|
|
3
|
|
|
25
|
|
|
—
|
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
—
|
|
|
(78
|
)
|
|
(4
|
)
|
|
(72
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|||||
Ending balance
|
$
|
22
|
|
|
$
|
22
|
|
|
$
|
100
|
|
|
$
|
79
|
|
|
$
|
18
|
|
|
|||||||||||
(In millions)
|
Investment
Securities and
Other Assets
|
|
Derivatives and Securities on Loan
|
|
Total Cross-Border
Outstandings
|
||||||
2012
|
|
|
|
|
|
||||||
United Kingdom
|
$
|
18,046
|
|
|
$
|
1,033
|
|
|
$
|
19,079
|
|
Australia
|
7,585
|
|
|
328
|
|
|
7,913
|
|
|||
Japan
|
6,625
|
|
|
1,041
|
|
|
7,666
|
|
|||
Germany
|
7,426
|
|
|
220
|
|
|
7,646
|
|
|||
Netherlands
|
3,130
|
|
|
188
|
|
|
3,318
|
|
|||
Canada
|
2,730
|
|
|
500
|
|
|
3,230
|
|
|||
2011
|
|
|
|
|
|
|
|
|
|||
United Kingdom
|
$
|
13,336
|
|
|
$
|
1,510
|
|
|
$
|
14,846
|
|
Australia
|
6,786
|
|
|
263
|
|
|
7,049
|
|
|||
Germany
|
6,321
|
|
|
578
|
|
|
6,899
|
|
|||
Netherlands
|
3,626
|
|
|
197
|
|
|
3,823
|
|
|||
Canada
|
2,235
|
|
|
496
|
|
|
2,731
|
|
|||
2010
|
|
|
|
|
|
||||||
United Kingdom
|
$
|
9,055
|
|
|
$
|
4,699
|
|
|
$
|
13,754
|
|
Germany
|
6,626
|
|
|
236
|
|
|
6,862
|
|
|||
Australia
|
5,529
|
|
|
475
|
|
|
6,004
|
|
|||
Netherlands
|
2,599
|
|
|
155
|
|
|
2,754
|
|
|||
Canada
|
2,570
|
|
|
842
|
|
|
3,412
|
|
(In millions)
|
Investment
Securities and
Other Assets
|
|
Derivatives and Securities on Loan
|
|
Total Cross-border
Outstandings
|
||||||
2012
|
|
|
|
|
|
||||||
Italy
|
$
|
937
|
|
|
$
|
1
|
|
|
$
|
938
|
|
Ireland
|
342
|
|
|
277
|
|
|
619
|
|
|||
Spain
|
277
|
|
|
16
|
|
|
293
|
|
|||
Portugal
|
76
|
|
|
—
|
|
|
76
|
|
|||
2011
|
|
|
|
|
|
|
|
|
|||
Italy
|
$
|
1,049
|
|
|
$
|
11
|
|
|
$
|
1,060
|
|
Ireland
|
299
|
|
|
267
|
|
|
566
|
|
|||
Spain
|
434
|
|
|
53
|
|
|
487
|
|
|||
Portugal
|
176
|
|
|
—
|
|
|
176
|
|
|||
Greece
|
99
|
|
|
—
|
|
|
99
|
|
|
REGULATORY
GUIDELINES
|
|
STATE STREET
|
|
STATE STREET BANK
|
||||||||||||
|
Minimum
|
|
Well
Capitalized
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||
Tier 1 risk-based capital ratio
|
4
|
%
|
|
6
|
%
|
|
19.1
|
%
|
|
18.8
|
%
|
|
17.3
|
%
|
|
17.6
|
%
|
Total risk-based capital ratio
|
8
|
|
|
10
|
|
|
20.6
|
|
|
20.5
|
|
|
19.1
|
|
|
19.6
|
|
Tier 1 leverage ratio
(1)
|
4
|
|
|
5
|
|
|
7.1
|
|
|
7.3
|
|
|
6.3
|
|
|
6.7
|
|
•
|
Market risk: the risk of adverse financial impact due to fluctuations in market prices, primarily as they relate to our trading activities;
|
•
|
Interest-rate risk: the risk of loss in non-trading asset-and-liability management positions, primarily the impact of adverse movements in interest rates on the repricing mismatches that exist between the assets and liabilities carried in our consolidated statement of condition;
|
•
|
Credit risk: the risk of loss that may result from the default or downgrade of a borrower or counterparty;
|
•
|
Operational risk: the risk of loss from inadequate or failed internal processes, people and systems, or from external events, which is consistent with the Basel II definition; and
|
•
|
Business risk: the risk of negative earnings resulting from adverse changes in business factors, including changes in the competitive environment, changes in the operational economics of our business activities, and the effect of strategic and reputation risks.
|
|
Standard &
Poor’s
|
|
Moody’s
Investors
Service
|
|
Fitch
|
State Street:
|
|
|
|
|
|
Short-term commercial paper
|
A-1
|
|
P-1
|
|
F1+
|
Senior debt
|
A+
|
|
A1
|
|
A+
|
Subordinated debt
|
A
|
|
A2
|
|
–
|
Preferred stock
|
BBB+
|
|
Baa1
|
|
BBB-
|
Trust preferred capital securities
|
BBB+
|
|
A3
|
|
BBB
|
State Street Bank:
|
|
|
|
|
|
Short-term deposits
|
A-1+
|
|
P-1
|
|
F1+
|
Long-term deposits
|
AA-
|
|
Aa2
|
|
AA-
|
Senior debt
|
AA-
|
|
Aa2
|
|
A+
|
Subordinated debt
|
A+
|
|
Aa3
|
|
A
|
Outlook
|
Negative
|
|
Stable
|
|
Stable
|
|
PAYMENTS DUE BY PERIOD
|
||||||||||||||||||
As of December 31, 2012
(In millions)
|
Total
|
|
Less than 1
year
|
|
1-3
years
|
|
4-5
years
|
|
Over 5
years
|
||||||||||
Long-term debt
(1)
|
$
|
8,032
|
|
|
$
|
211
|
|
|
$
|
2,335
|
|
|
$
|
2,149
|
|
|
$
|
3,337
|
|
Operating leases
|
1,307
|
|
|
235
|
|
|
410
|
|
|
245
|
|
|
417
|
|
|||||
Capital lease obligations
|
982
|
|
|
74
|
|
|
157
|
|
|
172
|
|
|
579
|
|
|||||
Total contractual cash obligations
|
$
|
10,321
|
|
|
$
|
520
|
|
|
$
|
2,902
|
|
|
$
|
2,566
|
|
|
$
|
4,333
|
|
|
DURATION OF COMMITMENT
|
||||||||||||||||||
As of December 31, 2012
(In millions)
|
Total
amounts
committed
(1)
|
|
Less than
1 year
|
|
1-3
years
|
|
4-5
years
|
|
Over 5
years
|
||||||||||
Indemnified securities financing
|
$
|
291,075
|
|
|
$
|
291,075
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unfunded commitments to extend credit
|
17,860
|
|
|
13,523
|
|
|
1,405
|
|
|
2,932
|
|
|
—
|
|
|||||
Asset purchase agreements
|
4,936
|
|
|
1,684
|
|
|
3,178
|
|
|
—
|
|
|
74
|
|
|||||
Standby letters of credit
|
4,552
|
|
|
1,450
|
|
|
2,696
|
|
|
406
|
|
|
—
|
|
|||||
Purchase obligations
(2)
|
213
|
|
|
28
|
|
|
56
|
|
|
35
|
|
|
94
|
|
|||||
Total commercial commitments
|
$
|
318,636
|
|
|
$
|
307,760
|
|
|
$
|
7,335
|
|
|
$
|
3,373
|
|
|
$
|
168
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2012
|
|
2011
|
||||||||||||||||||||
(In millions)
|
Average
|
|
Maximum
|
|
Minimum
|
|
Average
|
|
Maximum
|
|
Minimum
|
||||||||||||
Foreign exchange rates
|
$
|
1.9
|
|
|
$
|
5.0
|
|
|
$
|
0.5
|
|
|
$
|
2.3
|
|
|
$
|
6.0
|
|
|
$
|
0.4
|
|
Interest rates
|
1.1
|
|
|
2.1
|
|
|
0.5
|
|
|
4.8
|
|
|
11.1
|
|
|
1.6
|
|
||||||
Total VaR for trading assets
|
$
|
2.2
|
|
|
$
|
4.7
|
|
|
$
|
0.9
|
|
|
$
|
5.4
|
|
|
$
|
11.1
|
|
|
$
|
1.8
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2012
|
|
2011
|
||||||||||||||||||||
(In millions)
|
Average
|
|
Maximum
|
|
Minimum
|
|
Average
|
|
Maximum
|
|
Minimum
|
||||||||||||
VaR for trading assets
|
$
|
2.2
|
|
|
$
|
4.7
|
|
|
$
|
0.9
|
|
|
$
|
5.4
|
|
|
$
|
11.1
|
|
|
$
|
1.8
|
|
VaR for non-trading assets
|
1.6
|
|
|
2.2
|
|
|
1.3
|
|
|
1.7
|
|
|
1.9
|
|
|
1.4
|
|
||||||
Total regulatory VaR
|
$
|
3.9
|
|
|
$
|
6.1
|
|
|
$
|
2.6
|
|
|
$
|
7.1
|
|
|
$
|
12.9
|
|
|
$
|
3.5
|
|
|
Estimated Exposure to
Net Interest Revenue
|
||||||
(In millions)
|
December 31,
2012 |
|
December 31,
2011 |
||||
Rate change:
|
|
|
|
||||
+100 bps shock
|
$
|
156
|
|
|
$
|
235
|
|
–100 bps shock
|
(200
|
)
|
|
(334
|
)
|
||
+100 bps ramp
|
39
|
|
|
79
|
|
||
–100 bps ramp
|
(96
|
)
|
|
(158
|
)
|
|
Estimated Sensitivity of
Economic Value of Equity
|
||||||
(In millions)
|
December 31,
2012 |
|
December 31,
2011 |
||||
Rate change:
|
|
|
|
||||
+200 bps shock
|
$
|
(2,542
|
)
|
|
$
|
(1,936
|
)
|
–200 bps shock
|
41
|
|
|
490
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Years Ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
(Dollars in millions, except per share amounts)
|
|
|
|
|
|
||||||
Fee revenue:
|
|
|
|
|
|
||||||
Servicing fees
|
$
|
4,414
|
|
|
$
|
4,382
|
|
|
$
|
3,938
|
|
Management fees
|
993
|
|
|
917
|
|
|
829
|
|
|||
Trading services
|
1,010
|
|
|
1,220
|
|
|
1,106
|
|
|||
Securities finance
|
405
|
|
|
378
|
|
|
318
|
|
|||
Processing fees and other
|
266
|
|
|
297
|
|
|
349
|
|
|||
Total fee revenue
|
7,088
|
|
|
7,194
|
|
|
6,540
|
|
|||
Net interest revenue:
|
|
|
|
|
|
||||||
Interest revenue
|
3,014
|
|
|
2,946
|
|
|
3,462
|
|
|||
Interest expense
|
476
|
|
|
613
|
|
|
763
|
|
|||
Net interest revenue
|
2,538
|
|
|
2,333
|
|
|
2,699
|
|
|||
Gains (losses) related to investment securities, net:
|
|
|
|
|
|
||||||
Net gains (losses) from sales of investment securities
|
55
|
|
|
140
|
|
|
(55
|
)
|
|||
Losses from other-than-temporary impairment
|
(53
|
)
|
|
(123
|
)
|
|
(651
|
)
|
|||
Losses not related to credit
|
21
|
|
|
50
|
|
|
420
|
|
|||
Gains (losses) related to investment securities, net
|
23
|
|
|
67
|
|
|
(286
|
)
|
|||
Total revenue
|
9,649
|
|
|
9,594
|
|
|
8,953
|
|
|||
Provision for loan losses
|
(3
|
)
|
|
—
|
|
|
25
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Compensation and employee benefits
|
3,837
|
|
|
3,820
|
|
|
3,517
|
|
|||
Information systems and communications
|
844
|
|
|
776
|
|
|
713
|
|
|||
Transaction processing services
|
702
|
|
|
732
|
|
|
653
|
|
|||
Occupancy
|
470
|
|
|
455
|
|
|
463
|
|
|||
Claims resolution
|
(362
|
)
|
|
—
|
|
|
—
|
|
|||
Securities lending charge
|
—
|
|
|
—
|
|
|
414
|
|
|||
Acquisition and restructuring costs
|
225
|
|
|
269
|
|
|
252
|
|
|||
Professional services
|
381
|
|
|
347
|
|
|
277
|
|
|||
Amortization of other intangible assets
|
198
|
|
|
200
|
|
|
179
|
|
|||
Other
|
591
|
|
|
459
|
|
|
374
|
|
|||
Total expenses
|
6,886
|
|
|
7,058
|
|
|
6,842
|
|
|||
Income before income tax expense
|
2,766
|
|
|
2,536
|
|
|
2,086
|
|
|||
Income tax expense
|
705
|
|
|
616
|
|
|
530
|
|
|||
Net income
|
$
|
2,061
|
|
|
$
|
1,920
|
|
|
$
|
1,556
|
|
Net income available to common shareholders
|
$
|
2,019
|
|
|
$
|
1,882
|
|
|
$
|
1,540
|
|
|
|
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.25
|
|
|
$
|
3.82
|
|
|
$
|
3.11
|
|
Diluted
|
4.20
|
|
|
3.79
|
|
|
3.09
|
|
|||
Average common shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
474,458
|
|
|
492,598
|
|
|
495,394
|
|
|||
Diluted
|
481,129
|
|
|
496,072
|
|
|
497,924
|
|
Years Ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
(In millions)
|
|
|
|
|
|
||||||
Net income
|
$
|
2,061
|
|
|
$
|
1,920
|
|
|
$1,556
|
||
Other comprehensive income, net of related taxes:
|
|
|
|
|
|
||||||
Foreign currency translation, net of related taxes of $45, $68 and $56, respectively
|
134
|
|
|
(216
|
)
|
|
(65
|
)
|
|||
Change in net unrealized losses on available-for-sale securities, net of reclassification adjustment and net of related taxes of $469, $242 and $870, respectively
|
798
|
|
|
328
|
|
|
1,398
|
|
|||
Change in net unrealized gains (losses) on available-for-sale securities designated in fair value hedges, net of related taxes of $17, $(49) and $(17), respectively
|
27
|
|
|
(75
|
)
|
|
(22
|
)
|
|||
Other-than-temporary impairment on held-to-maturity securities related to factors other than credit, net of related taxes of $13, $15 and $164, respectively
|
21
|
|
|
25
|
|
|
276
|
|
|||
Change in net unrealized losses on cash flow hedges, net of related taxes of $52 for 2012 and $3 for 2011
|
74
|
|
|
6
|
|
|
7
|
|
|||
Change in unrealized losses on retirement plans, net of related taxes of $(36), $(15) and $(11), respectively
|
(35
|
)
|
|
(38
|
)
|
|
(18
|
)
|
|||
Other comprehensive income
|
1,019
|
|
|
30
|
|
|
1,576
|
|
|||
Total comprehensive income
|
$
|
3,080
|
|
|
$
|
1,950
|
|
|
$
|
3,132
|
|
As of December 31,
|
2012
|
|
2011
|
||||
(Dollars in millions, except per share amounts)
|
|
|
|
||||
Assets:
|
|
|
|
||||
Cash and due from banks
|
$
|
2,590
|
|
|
$
|
2,193
|
|
Interest-bearing deposits with banks
|
50,763
|
|
|
58,886
|
|
||
Securities purchased under resale agreements
|
5,016
|
|
|
7,045
|
|
||
Trading account assets
|
637
|
|
|
707
|
|
||
Investment securities available for sale
|
109,682
|
|
|
99,832
|
|
||
Investment securities held to maturity (fair value of $11,661 and $9,362)
|
11,379
|
|
|
9,321
|
|
||
Loans and leases (less allowance for losses of $22 and $22)
|
12,285
|
|
|
10,031
|
|
||
Premises and equipment (net of accumulated depreciation of $4,037 and $3,673)
|
1,728
|
|
|
1,747
|
|
||
Accrued income receivable
|
1,970
|
|
|
1,822
|
|
||
Goodwill
|
5,977
|
|
|
5,645
|
|
||
Other intangible assets
|
2,539
|
|
|
2,459
|
|
||
Other assets
|
18,016
|
|
|
17,139
|
|
||
Total assets
|
$
|
222,582
|
|
|
$
|
216,827
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Noninterest-bearing
|
$
|
44,445
|
|
|
$
|
59,229
|
|
Interest-bearing—U.S.
|
19,201
|
|
|
7,148
|
|
||
Interest-bearing—Non-U.S.
|
100,535
|
|
|
90,910
|
|
||
Total deposits
|
164,181
|
|
|
157,287
|
|
||
Securities sold under repurchase agreements
|
8,006
|
|
|
8,572
|
|
||
Federal funds purchased
|
399
|
|
|
656
|
|
||
Other short-term borrowings
|
4,502
|
|
|
4,766
|
|
||
Accrued expenses and other liabilities
|
17,196
|
|
|
18,017
|
|
||
Long-term debt
|
7,429
|
|
|
8,131
|
|
||
Total liabilities
|
201,713
|
|
|
197,429
|
|
||
Commitments, guarantees and contingencies (note 11)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, no par, 3,500,000 shares authorized:
|
|
|
|
||||
Series C, 5,000 shares issued and outstanding
|
489
|
|
|
—
|
|
||
Series A, 5,001 shares issued and outstanding
|
—
|
|
|
500
|
|
||
Common stock, $1 par, 750,000,000 shares authorized:
|
|
|
|
||||
503,900,268 and 503,965,849 shares issued
|
504
|
|
|
504
|
|
||
Surplus
|
9,667
|
|
|
9,557
|
|
||
Retained earnings
|
11,751
|
|
|
10,176
|
|
||
Accumulated other comprehensive gain (loss)
|
360
|
|
|
(659
|
)
|
||
Treasury stock, at cost, 45,238,208 and 16,541,985 shares held
|
(1,902
|
)
|
|
(680
|
)
|
||
Total shareholders’ equity
|
20,869
|
|
|
19,398
|
|
||
Total liabilities and shareholders’ equity
|
$
|
222,582
|
|
|
$
|
216,827
|
|
(Dollars in millions, except per share amounts, shares in thousands)
|
PREFERRED
STOCK
|
|
COMMON STOCK
|
|
Surplus
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Gain (Loss)
|
|
TREASURY STOCK
|
|
Total
|
||||||||||||||||||||
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||
Balance as of December 31, 2009
|
$
|
—
|
|
|
495,366
|
|
|
$
|
495
|
|
|
$
|
9,180
|
|
|
$
|
7,071
|
|
|
$
|
(2,238
|
)
|
|
432
|
|
|
$
|
(17
|
)
|
|
$
|
14,491
|
|
Adjustment for effect of application of provisions of new accounting standard
|
|
|
|
|
|
|
|
|
27
|
|
|
(27
|
)
|
|
|
|
|
|
—
|
|
|||||||||||||
Balance as of January 1, 2010
|
—
|
|
|
495,366
|
|
|
495
|
|
|
9,180
|
|
|
7,098
|
|
|
(2,265
|
)
|
|
432
|
|
|
(17
|
)
|
|
14,491
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
1,556
|
|
|
|
|
|
|
|
|
1,556
|
|
||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
1,576
|
|
|
|
|
|
|
1,576
|
|
||||||||||||||
Cash dividends declared - $.04 per share
|
|
|
|
|
|
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
(20
|
)
|
||||||||||||||
Common stock awards and options exercised, including related taxes of $(11)
|
|
|
6,698
|
|
|
7
|
|
|
176
|
|
|
|
|
|
|
|
|
|
|
183
|
|
||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
(12
|
)
|
|
1
|
|
|
1
|
|
|||||||||||||
Balance as of December 31, 2010
|
—
|
|
|
502,064
|
|
|
502
|
|
|
9,356
|
|
|
8,634
|
|
|
(689
|
)
|
|
420
|
|
|
(16
|
)
|
|
17,787
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
1,920
|
|
|
|
|
|
|
|
|
1,920
|
|
||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
30
|
|
|
|
|
|
|
30
|
|
||||||||||||||
Preferred stock issued
|
500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500
|
|
||||||||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stock - $.72 per share
|
|
|
|
|
|
|
|
|
(358
|
)
|
|
|
|
|
|
|
|
(358
|
)
|
||||||||||||||
Preferred stock
|
|
|
|
|
|
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
(20
|
)
|
||||||||||||||
Common stock acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
16,313
|
|
|
(675
|
)
|
|
(675
|
)
|
|||||||||||||
Common stock awards and options exercised, including related taxes of $(14)
|
|
|
1,902
|
|
|
2
|
|
|
223
|
|
|
|
|
|
|
(177
|
)
|
|
10
|
|
|
235
|
|
||||||||||
Other
|
|
|
|
|
|
|
(22
|
)
|
|
|
|
|
|
(14
|
)
|
|
1
|
|
|
(21
|
)
|
||||||||||||
Balance as of December 31, 2011
|
500
|
|
|
503,966
|
|
|
504
|
|
|
9,557
|
|
|
10,176
|
|
|
(659
|
)
|
|
16,542
|
|
|
(680
|
)
|
|
19,398
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
2,061
|
|
|
|
|
|
|
|
|
2,061
|
|
||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
1,019
|
|
|
|
|
|
|
1,019
|
|
||||||||||||||
Redemption of preferred stock
|
(500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(500
|
)
|
||||||||||||||
Preferred stock issued
|
488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
488
|
|
||||||||||||||
Accretion of issuance costs
|
1
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stock - $.96 per share
|
|
|
|
|
|
|
|
|
(456
|
)
|
|
|
|
|
|
|
|
(456
|
)
|
||||||||||||||
Preferred stock
|
|
|
|
|
|
|
|
|
(29
|
)
|
|
|
|
|
|
|
|
(29
|
)
|
||||||||||||||
Common stock acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
33,408
|
|
|
(1,440
|
)
|
|
(1,440
|
)
|
|||||||||||||
Common stock awards and options exercised, including related taxes of $(6)
|
|
|
(66
|
)
|
|
|
|
|
110
|
|
|
|
|
|
|
(4,693
|
)
|
|
217
|
|
|
327
|
|
||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
(19
|
)
|
|
1
|
|
|
1
|
|
|||||||||||||
Balance as of December 31, 2012
|
$
|
489
|
|
|
503,900
|
|
|
$
|
504
|
|
|
$
|
9,667
|
|
|
$
|
11,751
|
|
|
$
|
360
|
|
|
45,238
|
|
|
$
|
(1,902
|
)
|
|
$
|
20,869
|
|
Years Ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
(In millions)
|
|
|
|
|
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
2,061
|
|
|
$
|
1,920
|
|
|
$
|
1,556
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Deferred income tax expense
|
225
|
|
|
218
|
|
|
1,244
|
|
|||
Amortization of other intangible assets
|
198
|
|
|
200
|
|
|
179
|
|
|||
Other non-cash adjustments for depreciation, amortization and accretion
|
258
|
|
|
180
|
|
|
(409
|
)
|
|||
(Gains) Losses related to investment securities, net
|
(23
|
)
|
|
(67
|
)
|
|
286
|
|
|||
Change in trading account assets, net
|
70
|
|
|
(183
|
)
|
|
(331
|
)
|
|||
Change in accrued income receivable
|
(148
|
)
|
|
(89
|
)
|
|
(236
|
)
|
|||
Change in collateral deposits, net
|
(1,443
|
)
|
|
817
|
|
|
(2,786
|
)
|
|||
Change in unrealized losses (gains) on foreign exchange derivatives, net
|
982
|
|
|
(622
|
)
|
|
338
|
|
|||
Change in other assets, net
|
(360
|
)
|
|
1,269
|
|
|
386
|
|
|||
Change in trading liabilities, net
|
—
|
|
|
(441
|
)
|
|
555
|
|
|||
Change in accrued expenses and other liabilities, net
|
(250
|
)
|
|
(147
|
)
|
|
61
|
|
|||
Other, net
|
256
|
|
|
319
|
|
|
(20
|
)
|
|||
Net cash provided by operating activities
|
1,826
|
|
|
3,374
|
|
|
823
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Net decrease (increase) in interest-bearing deposits with banks
|
8,123
|
|
|
(36,652
|
)
|
|
4,398
|
|
|||
Net decrease (increase) in securities purchased under resale agreements
|
2,029
|
|
|
(4,117
|
)
|
|
(541
|
)
|
|||
Proceeds from sales of available-for-sale securities
|
5,399
|
|
|
16,272
|
|
|
24,736
|
|
|||
Proceeds from maturities of available-for-sale securities
|
44,375
|
|
|
44,810
|
|
|
34,250
|
|
|||
Purchases of available-for-sale securities
|
(60,812
|
)
|
|
(78,748
|
)
|
|
(65,485
|
)
|
|||
Proceeds from maturities of held-to-maturity securities
|
3,176
|
|
|
3,653
|
|
|
5,249
|
|
|||
Proceeds from sales of held-to-maturity securities
|
—
|
|
|
—
|
|
|
4,676
|
|
|||
Purchases of held-to-maturity securities
|
(3,577
|
)
|
|
(457
|
)
|
|
(426
|
)
|
|||
Net (increase) decrease in loans
|
(2,303
|
)
|
|
1,638
|
|
|
(1,320
|
)
|
|||
Business acquisitions, net of cash acquired
|
(511
|
)
|
|
(214
|
)
|
|
(2,332
|
)
|
|||
Purchases of equity investments and other long-term assets
|
(251
|
)
|
|
(69
|
)
|
|
(114
|
)
|
|||
Purchases of premises and equipment
|
(355
|
)
|
|
(298
|
)
|
|
(262
|
)
|
|||
Other, net
|
116
|
|
|
287
|
|
|
363
|
|
|||
Net cash provided by (used in) investing activities
|
(4,591
|
)
|
|
(53,895
|
)
|
|
3,192
|
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Net increase (decrease) in time deposits
|
7,627
|
|
|
(124
|
)
|
|
857
|
|
|||
Net (decrease) increase in all other deposits
|
(733
|
)
|
|
59,066
|
|
|
7,426
|
|
|||
Net decrease in short-term borrowings
|
(1,587
|
)
|
|
(8,555
|
)
|
|
(11,233
|
)
|
|||
Proceeds from issuance of long-term debt, net of issuance costs
|
998
|
|
|
1,986
|
|
|
—
|
|
|||
Payments for long-term debt and obligations under capital leases
|
(1,781
|
)
|
|
(2,486
|
)
|
|
(341
|
)
|
|||
Proceeds from issuance of preferred stock
|
488
|
|
|
500
|
|
|
—
|
|
|||
Proceeds related to common stock awards and option exercises
|
154
|
|
|
49
|
|
|
10
|
|
|||
Purchases of common stock
|
(1,440
|
)
|
|
(675
|
)
|
|
—
|
|
|||
Repurchases of common stock for employee tax withholding
|
(101
|
)
|
|
(63
|
)
|
|
(44
|
)
|
|||
Payments for cash dividends
|
(463
|
)
|
|
(295
|
)
|
|
(20
|
)
|
|||
Net cash provided by (used in) financing activities
|
3,162
|
|
|
49,403
|
|
|
(3,345
|
)
|
|||
Net increase (decrease)
|
397
|
|
|
(1,118
|
)
|
|
670
|
|
|||
Cash and due from banks at beginning of year
|
2,193
|
|
|
3,311
|
|
|
2,641
|
|
|||
Cash and due from banks at end of year
|
$
|
2,590
|
|
|
$
|
2,193
|
|
|
$
|
3,311
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
516
|
|
|
$
|
611
|
|
|
$
|
763
|
|
Income taxes (refunded) paid, net
|
(186
|
)
|
|
305
|
|
|
(11
|
)
|
Note
2
.
|
Acquisitions
|
•
|
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.
|
•
|
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 dealer quotes, or through the use of internally-developed pricing models. Management has evaluated its methodologies used to measure fair value, but has considered the level of observable market information to be insufficient to categorize the securities in level 2.
|
•
|
The fair value of foreign exchange contracts carried in other assets and accrued expenses and other liabilities, primarily composed of 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.
|
•
|
The fair value of certain interest-rate caps with long-dated maturities, also carried in other assets and accrued expenses and other liabilities, is measured using a matrix-pricing approach. Observable market prices are not available for these derivatives, so extrapolation is necessary to value these instruments, since they have a strike and/or maturity outside of the matrix.
|
|
Fair-Value Measurements on a Recurring Basis
|
||||||||||||||||||
|
as of December 31, 2012
|
||||||||||||||||||
(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
|
$
|
20
|
|
|
|
|
|
|
|
|
$
|
20
|
|
||||||
Non-U.S. government securities
|
391
|
|
|
|
|
|
|
|
|
391
|
|
||||||||
Other
|
71
|
|
|
$
|
155
|
|
|
|
|
|
|
226
|
|
||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct obligations
|
3
|
|
|
838
|
|
|
|
|
|
|
841
|
|
|||||||
Mortgage-backed securities
|
—
|
|
|
31,387
|
|
|
$
|
825
|
|
|
|
|
32,212
|
|
|||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Student loans
|
—
|
|
|
15,833
|
|
|
588
|
|
|
|
|
16,421
|
|
||||||
Credit cards
|
—
|
|
|
9,919
|
|
|
67
|
|
|
|
|
9,986
|
|
||||||
Sub-prime
|
—
|
|
|
1,399
|
|
|
—
|
|
|
|
|
1,399
|
|
||||||
Other
|
—
|
|
|
683
|
|
|
3,994
|
|
|
|
|
4,677
|
|
||||||
Total asset-backed securities
|
—
|
|
|
27,834
|
|
|
4,649
|
|
|
|
|
32,483
|
|
||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage-backed securities
|
—
|
|
|
10,850
|
|
|
555
|
|
|
|
|
11,405
|
|
||||||
Asset-backed securities
|
—
|
|
|
5,694
|
|
|
524
|
|
|
|
|
6,218
|
|
||||||
Government securities
|
—
|
|
|
3,199
|
|
|
—
|
|
|
|
|
3,199
|
|
||||||
Other
|
—
|
|
|
4,166
|
|
|
140
|
|
|
|
|
4,306
|
|
||||||
Total non-U.S. debt securities
|
—
|
|
|
23,909
|
|
|
1,219
|
|
|
|
|
25,128
|
|
||||||
State and political subdivisions
|
—
|
|
|
7,503
|
|
|
48
|
|
|
|
|
7,551
|
|
||||||
Collateralized mortgage obligations
|
—
|
|
|
4,837
|
|
|
117
|
|
|
|
|
4,954
|
|
||||||
Other U.S. debt securities
|
—
|
|
|
5,289
|
|
|
9
|
|
|
|
|
5,298
|
|
||||||
U.S. equity securities
|
—
|
|
|
1,092
|
|
|
—
|
|
|
|
|
1,092
|
|
||||||
Non-U.S. equity securities
|
—
|
|
|
123
|
|
|
—
|
|
|
|
|
123
|
|
||||||
Total investment securities available for sale
|
3
|
|
|
102,812
|
|
|
6,867
|
|
|
|
|
109,682
|
|
||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange contracts
|
—
|
|
|
9,265
|
|
|
113
|
|
|
|
|
|
|||||||
Interest-rate contracts
|
—
|
|
|
223
|
|
|
—
|
|
|
|
|
|
|||||||
Total derivative instruments
|
—
|
|
|
9,488
|
|
|
113
|
|
|
$
|
(5,045
|
)
|
|
4,556
|
|
||||
Other
|
66
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|||||
Total assets carried at fair value
|
$
|
551
|
|
|
$
|
112,457
|
|
|
$
|
6,980
|
|
|
$
|
(5,045
|
)
|
|
$
|
114,943
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued expenses and other liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange contracts
|
|
|
$
|
8,978
|
|
|
$
|
106
|
|
|
|
|
|
||||||
Interest-rate contracts
|
|
|
345
|
|
|
—
|
|
|
|
|
|
||||||||
Other
|
|
|
—
|
|
|
9
|
|
|
|
|
|
||||||||
Total derivative instruments
|
|
|
|
9,323
|
|
|
115
|
|
|
$
|
(4,071
|
)
|
|
$
|
5,367
|
|
|||
Other
|
$
|
66
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
||||
Total liabilities carried at fair value
|
$
|
66
|
|
|
$
|
9,323
|
|
|
$
|
115
|
|
|
$
|
(4,071
|
)
|
|
$
|
5,433
|
|
|
|
|
|
|
Fair-Value Measurements on a Recurring Basis
|
||||||||||||||||||
|
as of December 31, 2011
|
||||||||||||||||||
(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
|
$
|
20
|
|
|
|
|
|
|
|
|
$
|
20
|
|
||||||
Non-U.S. government securities
|
498
|
|
|
|
|
|
|
|
|
498
|
|
||||||||
Other
|
51
|
|
|
$
|
138
|
|
|
|
|
|
|
189
|
|
||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct obligations
|
1,727
|
|
|
1,109
|
|
|
|
|
|
|
2,836
|
|
|||||||
Mortgage-backed securities
|
—
|
|
|
28,832
|
|
|
$
|
1,189
|
|
|
|
|
30,021
|
|
|||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Student loans
|
—
|
|
|
15,685
|
|
|
860
|
|
|
|
|
16,545
|
|
||||||
Credit cards
|
—
|
|
|
10,396
|
|
|
91
|
|
|
|
|
10,487
|
|
||||||
Sub-prime
|
—
|
|
|
1,404
|
|
|
—
|
|
|
|
|
1,404
|
|
||||||
Other
|
—
|
|
|
667
|
|
|
2,798
|
|
|
|
|
3,465
|
|
||||||
Total asset-backed securities
|
—
|
|
|
28,152
|
|
|
3,749
|
|
|
|
|
31,901
|
|
||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage-backed securities
|
—
|
|
|
9,418
|
|
|
1,457
|
|
|
|
|
10,875
|
|
||||||
Asset-backed securities
|
—
|
|
|
2,535
|
|
|
1,768
|
|
|
|
|
4,303
|
|
||||||
Government securities
|
—
|
|
|
1,671
|
|
|
—
|
|
|
|
|
1,671
|
|
||||||
Other
|
—
|
|
|
2,754
|
|
|
71
|
|
|
|
|
2,825
|
|
||||||
Total non-U.S. debt securities
|
—
|
|
|
16,378
|
|
|
3,296
|
|
|
|
|
19,674
|
|
||||||
State and political subdivisions
|
—
|
|
|
6,997
|
|
|
50
|
|
|
|
|
7,047
|
|
||||||
Collateralized mortgage obligations
|
—
|
|
|
3,753
|
|
|
227
|
|
|
|
|
3,980
|
|
||||||
Other U.S. debt securities
|
—
|
|
|
3,613
|
|
|
2
|
|
|
|
|
3,615
|
|
||||||
U.S. equity securities
|
—
|
|
|
640
|
|
|
—
|
|
|
|
|
640
|
|
||||||
Non-U.S. equity securities
|
1
|
|
|
117
|
|
|
—
|
|
|
|
|
118
|
|
||||||
Total investment securities available for sale
|
1,728
|
|
|
89,591
|
|
|
8,513
|
|
|
|
|
99,832
|
|
||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange contracts
|
—
|
|
|
12,045
|
|
|
168
|
|
|
|
|
|
|||||||
Interest-rate contracts
|
—
|
|
|
1,795
|
|
|
10
|
|
|
|
|
|
|||||||
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
|
|
|
|||||||
Total derivative instruments
|
—
|
|
|
13,841
|
|
|
178
|
|
|
$
|
(7,653
|
)
|
|
6,366
|
|
||||
Other
|
110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|||||
Total assets carried at fair value
|
$
|
2,407
|
|
|
$
|
103,570
|
|
|
$
|
8,691
|
|
|
$
|
(7,653
|
)
|
|
$
|
107,015
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued expenses and other liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange contracts
|
|
|
$
|
12,191
|
|
|
$
|
161
|
|
|
|
|
|
||||||
Interest-rate contracts
|
|
|
1,970
|
|
|
11
|
|
|
|
|
|
||||||||
Other
|
|
|
1
|
|
|
9
|
|
|
|
|
|
||||||||
Total derivative instruments
|
|
|
|
14,162
|
|
|
181
|
|
|
$
|
(7,653
|
)
|
|
$
|
6,690
|
|
|||
Other
|
$
|
110
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
130
|
|
||||
Total liabilities carried at fair value
|
$
|
110
|
|
|
$
|
14,162
|
|
|
$
|
201
|
|
|
$
|
(7,653
|
)
|
|
$
|
6,820
|
|
|
|
|
|
|
Fair-Value Measurements Using Significant Unobservable Inputs
|
|||||||||||||||||||||||||||||||||||||||||
|
Year Ended December 31, 2012
|
|||||||||||||||||||||||||||||||||||||||||
|
Fair
Value as of December 31, 2011 |
|
Transfers
into
Level 3
|
|
Transfers
out of
Level 3
|
|
Total Realized and
Unrealized Gains (Losses)
|
|
Purchases
|
|
Issuances
|
|
Sales
|
|
Settlements
|
|
Fair
Value as of December 31, 2012 |
|
Change in
Unrealized Gains (Losses) Related to Financial Instruments Held at December 31, 2012 |
|||||||||||||||||||||||
(in millions)
|
Recorded
in
Revenue
|
|
Recorded
in Other
Comprehensive
Income
|
|
||||||||||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
U.S. Treasury and federal agencies, mortgage-backed securities
|
$
|
1,189
|
|
|
$
|
50
|
|
|
$
|
(301
|
)
|
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
$
|
(115
|
)
|
|
$
|
825
|
|
|
|
|||||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Student loans
|
860
|
|
|
—
|
|
|
(341
|
)
|
|
$
|
2
|
|
|
15
|
|
|
$
|
100
|
|
|
|
|
|
|
(48
|
)
|
|
588
|
|
|
|
|||||||||||
Credit cards
|
91
|
|
|
21
|
|
|
(136
|
)
|
|
6
|
|
|
(6
|
)
|
|
239
|
|
|
|
|
$
|
(62
|
)
|
|
(86
|
)
|
|
67
|
|
|
|
|||||||||||
Other
|
2,798
|
|
|
12
|
|
|
(46
|
)
|
|
41
|
|
|
69
|
|
|
1,920
|
|
|
|
|
(12
|
)
|
|
(788
|
)
|
|
3,994
|
|
|
|
||||||||||||
Total asset-backed securities
|
3,749
|
|
|
33
|
|
|
(523
|
)
|
|
49
|
|
|
78
|
|
|
2,259
|
|
|
|
|
(74
|
)
|
|
(922
|
)
|
|
4,649
|
|
|
|
||||||||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Mortgage-backed securities
|
1,457
|
|
|
—
|
|
|
(1,715
|
)
|
|
|
|
5
|
|
|
799
|
|
|
|
|
—
|
|
|
9
|
|
|
555
|
|
|
|
|||||||||||||
Asset-backed securities
|
1,768
|
|
|
—
|
|
|
(2,493
|
)
|
|
2
|
|
|
8
|
|
|
1,317
|
|
|
|
|
—
|
|
|
(78
|
)
|
|
524
|
|
|
|
||||||||||||
Other
|
71
|
|
|
—
|
|
|
(469
|
)
|
|
|
|
(2
|
)
|
|
539
|
|
|
|
|
—
|
|
|
1
|
|
|
140
|
|
|
|
|||||||||||||
Total non-U.S. debt securities
|
3,296
|
|
|
—
|
|
|
(4,677
|
)
|
|
2
|
|
|
11
|
|
|
2,655
|
|
|
|
|
—
|
|
|
(68
|
)
|
|
1,219
|
|
|
|
||||||||||||
State and political subdivisions
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
|
|
—
|
|
|
(1
|
)
|
|
48
|
|
|
|
||||||||||||
Collateralized mortgage obligations
|
227
|
|
|
45
|
|
|
(314
|
)
|
|
369
|
|
|
3
|
|
|
283
|
|
|
|
|
(45
|
)
|
|
(451
|
)
|
|
117
|
|
|
|
||||||||||||
Other U.S. debt securities
|
2
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(2
|
)
|
|
9
|
|
|
|
||||||||||||
Total investment securities available for sale
|
8,513
|
|
|
137
|
|
|
(5,815
|
)
|
|
420
|
|
|
93
|
|
|
5,197
|
|
|
|
|
(119
|
)
|
|
(1,559
|
)
|
|
6,867
|
|
|
|
||||||||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Foreign exchange contracts
|
168
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
137
|
|
|
|
|
—
|
|
|
(107
|
)
|
|
113
|
|
|
$
|
(24
|
)
|
||||||||||
Interest-rate contracts
|
10
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Total derivative instruments
|
178
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
137
|
|
|
|
|
|
—
|
|
|
(107
|
)
|
|
113
|
|
|
(24
|
)
|
||||||||||
Total assets carried at fair value
|
$
|
8,691
|
|
|
$
|
137
|
|
|
$
|
(5,815
|
)
|
|
$
|
325
|
|
|
$
|
93
|
|
|
$
|
5,334
|
|
|
—
|
|
|
$
|
(119
|
)
|
|
$
|
(1,666
|
)
|
|
$
|
6,980
|
|
|
$
|
(24
|
)
|
|
Fair-Value Measurements Using Significant Unobservable Inputs
|
|||||||||||||||||||||||||||||||||||||
|
Year Ended December 31, 2012
|
|||||||||||||||||||||||||||||||||||||
|
Fair
Value as of December 31, 2011 |
|
Transfers
into Level 3 |
|
Transfers
out of Level 3 |
|
Total Realized and
Unrealized Gains (Losses) |
|
Purchases
|
|
Issuances
|
|
Sales
|
|
Settlements
|
|
Fair
Value as of December 31, 2012 |
|
Change in
Unrealized Gains (Losses) Related to Financial Instruments Held at December 31, 2012 |
|||||||||||||||||||
(In millions)
|
Recorded
in Revenue |
|
Recorded
in Other Comprehensive Income |
|
||||||||||||||||||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Accrued expenses and other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Foreign exchange contracts
|
$
|
161
|
|
|
|
|
|
|
$
|
(93
|
)
|
|
|
|
|
|
$
|
133
|
|
|
|
|
$
|
(95
|
)
|
|
$
|
106
|
|
|
$
|
(27
|
)
|
|||||
Interest-rate contracts
|
11
|
|
|
|
|
|
|
(11
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Other
|
9
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||||||||||
Total derivative instruments
|
181
|
|
|
|
|
|
|
(104
|
)
|
|
|
|
|
|
|
133
|
|
|
|
|
|
(95
|
)
|
|
115
|
|
|
(27
|
)
|
|||||||||
Other
|
20
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|||||||||||
Total liabilities carried at fair value
|
$
|
201
|
|
|
—
|
|
|
—
|
|
|
$
|
(104
|
)
|
|
—
|
|
|
—
|
|
|
$
|
133
|
|
|
—
|
|
|
$
|
(115
|
)
|
|
$
|
115
|
|
|
$
|
(27
|
)
|
|
Fair-Value Measurements Using Significant Unobservable Inputs
|
|||||||||||||||||||||||||||||||||||||||||
|
Year Ended December 31, 2011
|
|||||||||||||||||||||||||||||||||||||||||
|
Fair
Value as of
December 31,
2010
|
|
Transfers
into
Level 3
|
|
Transfers
out of
Level 3
|
|
Total Realized and
Unrealized Gains (Losses)
|
|
Purchases
|
|
Issuances
|
|
Sales
|
|
Settlements
|
|
Fair
Value as of December 31, 2011 |
|
Change in
Unrealized Gains (Losses) Related to Financial Instruments Held at December 31, 2011 |
|||||||||||||||||||||||
(In millions)
|
Recorded
in
Revenue
|
|
Recorded
in Other
Comprehensive
Income
|
|||||||||||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Direct obligations
|
|
|
|
|
$
|
(40
|
)
|
|
|
|
|
|
$
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Mortgage-backed securities
|
$
|
673
|
|
|
|
|
(936
|
)
|
|
|
|
$
|
1
|
|
|
1,540
|
|
|
|
|
|
|
$
|
(89
|
)
|
|
$
|
1,189
|
|
|
|
|||||||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Student loans
|
1,234
|
|
|
|
|
(785
|
)
|
|
$
|
3
|
|
|
(21
|
)
|
|
421
|
|
|
|
|
|
|
8
|
|
|
860
|
|
|
|
|||||||||||||
Credit cards
|
43
|
|
|
|
|
(285
|
)
|
|
4
|
|
|
(2
|
)
|
|
301
|
|
|
|
|
|
|
30
|
|
|
91
|
|
|
|
||||||||||||||
Other
|
2,000
|
|
|
$
|
114
|
|
|
(245
|
)
|
|
31
|
|
|
6
|
|
|
1,073
|
|
|
|
|
$
|
(49
|
)
|
|
(132
|
)
|
|
2,798
|
|
|
|
||||||||||
Total asset-backed securities
|
3,277
|
|
|
114
|
|
|
(1,315
|
)
|
|
38
|
|
|
(17
|
)
|
|
1,795
|
|
|
|
|
(49
|
)
|
|
(94
|
)
|
|
3,749
|
|
|
|
||||||||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Mortgage-backed securities
|
396
|
|
|
—
|
|
|
(838
|
)
|
|
—
|
|
|
(9
|
)
|
|
1,920
|
|
|
|
|
—
|
|
|
(12
|
)
|
|
1,457
|
|
|
|
||||||||||||
Asset-backed securities
|
740
|
|
|
—
|
|
|
(939
|
)
|
|
1
|
|
|
7
|
|
|
2,179
|
|
|
|
|
(3
|
)
|
|
(217
|
)
|
|
1,768
|
|
|
|
||||||||||||
Government securities
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
|
||||||||||||
Other
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
|
|
—
|
|
|
(2
|
)
|
|
71
|
|
|
|
||||||||||||
Total non-U.S. debt securities
|
1,145
|
|
|
—
|
|
|
(1,777
|
)
|
|
1
|
|
|
(2
|
)
|
|
4,164
|
|
|
|
|
(3
|
)
|
|
(232
|
)
|
|
3,296
|
|
|
|
||||||||||||
State and political subdivisions
|
50
|
|
|
1
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
|
|
|
—
|
|
|
50
|
|
|
|
|||||||||||||
Collateralized mortgage obligations
|
359
|
|
|
—
|
|
|
(519
|
)
|
|
522
|
|
|
(4
|
)
|
|
428
|
|
|
|
|
—
|
|
|
(559
|
)
|
|
227
|
|
|
|
||||||||||||
Other U.S. debt securities
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
|
|
||||||||||||
Total investment securities available for sale
|
5,507
|
|
|
115
|
|
|
(4,590
|
)
|
|
561
|
|
|
(22
|
)
|
|
7,969
|
|
|
|
|
(52
|
)
|
|
(975
|
)
|
|
8,513
|
|
|
|
||||||||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Foreign exchange contracts
|
254
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
|
—
|
|
|
236
|
|
|
|
|
—
|
|
|
(188
|
)
|
|
168
|
|
|
$
|
(68
|
)
|
||||||||||
Interest-rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
7
|
|
|
|
|
(7
|
)
|
|
—
|
|
|
10
|
|
|
9
|
|
|||||||||||
Total derivative instruments
|
254
|
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|
—
|
|
|
243
|
|
|
|
|
(7
|
)
|
|
(188
|
)
|
|
178
|
|
|
(59
|
)
|
|||||||||||
Total assets carried at fair value
|
$
|
5,761
|
|
|
$
|
115
|
|
|
$
|
(4,590
|
)
|
|
$
|
437
|
|
|
$
|
(22
|
)
|
|
$
|
8,212
|
|
|
—
|
|
|
$
|
(59
|
)
|
|
$
|
(1,163
|
)
|
|
$
|
8,691
|
|
|
$
|
(59
|
)
|
|
Fair-Value Measurements Using Significant Unobservable Inputs
|
|||||||||||||||||||||||||||||||||||||||
|
Year Ended December 31, 2011
|
|||||||||||||||||||||||||||||||||||||||
|
Fair
Value as of
December 31,
2010
|
|
Transfers
into
Level 3
|
|
Transfers
out of
Level 3
|
|
Total Realized and
Unrealized Gains (Losses)
|
|
Purchases
|
|
Issuances
|
|
Sales
|
|
Settlements
|
|
Fair
Value as of December 31, 2011 |
|
Change in
Unrealized Gains (Losses) Related to Financial Instruments Held at December 31, 2011 |
|||||||||||||||||||||
(In millions)
|
Recorded
in
Revenue
|
|
Recorded
in Other
Comprehensive
Income
|
|||||||||||||||||||||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Accrued expenses and other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Foreign exchange contracts
|
$
|
260
|
|
|
|
|
|
|
$
|
(122
|
)
|
|
|
|
|
|
$
|
219
|
|
|
|
|
$
|
(196
|
)
|
|
$
|
161
|
|
|
$
|
(60
|
)
|
|||||||
Interest-rate contracts
|
—
|
|
|
|
|
|
|
11
|
|
|
|
|
$
|
(7
|
)
|
|
14
|
|
|
$
|
(7
|
)
|
|
—
|
|
|
11
|
|
|
10
|
|
|||||||||
Other
|
9
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|||||||||||
Total derivative instruments
|
269
|
|
|
|
|
|
|
|
(111
|
)
|
|
|
|
(7
|
)
|
|
233
|
|
|
(7
|
)
|
|
(196
|
)
|
|
181
|
|
|
(50
|
)
|
||||||||||
Other
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
|
||||||||||||
Total liabilities carried at fair value
|
$
|
269
|
|
|
—
|
|
|
—
|
|
|
$
|
(111
|
)
|
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
253
|
|
|
$
|
(7
|
)
|
|
$
|
(196
|
)
|
|
$
|
201
|
|
|
$
|
(50
|
)
|
|
Years Ended December 31,
|
||||||||||||||||||||||
(In millions)
|
Total Realized and
Unrealized Gains
(Losses) Recorded
in Revenue
|
|
Change in
Unrealized Gains
(Losses) Related to
Financial
Instruments Held as of
December 31,
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Fee revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trading services
|
$
|
9
|
|
|
$
|
(13
|
)
|
|
$
|
17
|
|
|
$
|
3
|
|
|
$
|
(9
|
)
|
|
$
|
(5
|
)
|
Total fee revenue
|
9
|
|
|
(13
|
)
|
|
17
|
|
|
3
|
|
|
(9
|
)
|
|
(5
|
)
|
||||||
Net interest revenue
|
420
|
|
|
561
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total revenue
|
$
|
429
|
|
|
$
|
548
|
|
|
$
|
158
|
|
|
$
|
3
|
|
|
$
|
(9
|
)
|
|
$
|
(5
|
)
|
|
|
Quantitative Information about Level-3 Fair-Value Measurements
|
||||||||
(Dollars in millions)
|
|
Fair Value as of
December 31, 2012 |
|
Valuation Technique
|
|
Significant
Unobservable Input |
|
Weighted-Average
|
||
Significant unobservable inputs readily available to State Street:
|
|
|
|
|
|
|
|
|
||
Assets:
|
|
|
|
|
|
|
|
|
||
Asset-backed securities, student loans
|
|
$
|
12
|
|
|
Discounted cash flows
|
|
Credit spread
|
|
6.7%
|
Asset-backed securities, credit cards
|
|
67
|
|
|
Discounted cash flows
|
|
Credit spread
|
|
7.1%
|
|
Asset-backed securities, other
|
|
103
|
|
|
Discounted cash flows
|
|
Credit spread
|
|
1.5%
|
|
State and political subdivisions
|
|
48
|
|
|
Discounted cash flows
|
|
Credit spread
|
|
1.9%
|
|
Derivative instruments, foreign exchange contracts
|
|
113
|
|
|
Option model
|
|
Volatility
|
|
9.8%
|
|
Total
|
|
$
|
343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
|
|
|
||
Derivative instruments, foreign exchange contracts
|
|
$
|
106
|
|
|
Option model
|
|
Volatility
|
|
9.8%
|
Derivative instruments, other
|
|
9
|
|
|
Discounted cash flows
|
|
Participant redemptions
|
|
6.7%
|
|
Total
|
|
$
|
115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of December 31, 2012
|
||||||||||
(In millions)
|
|
Significant Unobservable Inputs Readily Available to State Street
(1)
|
|
Significant Unobservable Inputs Not Developed by State Street and Not Readily Available
(2)
|
|
Total Assets and Liabilities with Significant Unobservable Inputs
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Mortgage-backed securities
|
|
$
|
—
|
|
|
$
|
825
|
|
|
$
|
825
|
|
Asset-backed securities, student loans
|
|
12
|
|
|
576
|
|
|
588
|
|
|||
Asset-backed securities, credit cards
|
|
67
|
|
|
—
|
|
|
67
|
|
|||
Asset-backed securities, other
|
|
103
|
|
|
3,891
|
|
|
3,994
|
|
|||
Non-U.S. debt securities, mortgage-backed securities
|
|
—
|
|
|
555
|
|
|
555
|
|
|||
Non-U.S. debt securities, asset-backed securities
|
|
—
|
|
|
524
|
|
|
524
|
|
|||
Non-U.S. debt securities, other
|
|
—
|
|
|
140
|
|
|
140
|
|
|||
State and political subdivisions
|
|
48
|
|
|
—
|
|
|
48
|
|
|||
Collateralized mortgage obligations
|
|
—
|
|
|
117
|
|
|
117
|
|
|||
Other U.S.debt securities
|
|
—
|
|
|
9
|
|
|
9
|
|
|||
Derivative instruments, foreign exchange contracts
|
|
113
|
|
|
—
|
|
|
113
|
|
|||
Total
|
|
$
|
343
|
|
|
$
|
6,637
|
|
|
$
|
6,980
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
||||||
Derivative instruments, foreign exchange contracts
|
|
$
|
106
|
|
|
—
|
|
|
$
|
106
|
|
|
Derivative instruments, other
|
|
9
|
|
|
—
|
|
|
9
|
|
|||
Total
|
|
$
|
115
|
|
|
—
|
|
|
$
|
115
|
|
|
|
|
|
|
•
|
The significant unobservable input used in the measurement of the fair value of our asset-backed securities and investment securities issued by state and political subdivisions is the credit spread. Significant increases (decreases) in the credit spread would result in measurements of significantly lower (higher) fair value.
|
•
|
The significant unobservable inputs used in the measurement of the fair value of our other non-U.S. debt securities, specifically securities collateralized by sovereign-trade credit obligations, are discount rates, expected recovery and expected maturity. Significant increases (decreases) in the discount rate and the expected maturity in isolation would result in measurements of significantly lower (higher) fair value. A significant increase (decrease) in the expected recovery would result in measurements of significantly higher (lower) fair value. However, a change in the discount rate plays a much more significant role in the measurement of fair value.
|
•
|
The significant unobservable input used in the measurement of the fair value of our foreign exchange option contracts is the implied volatility surface. A significant increase (decrease) in the implied volatility surface would result in measurements of significantly higher (lower) fair value.
|
•
|
The significant unobservable input used in the measurement of the fair value of our other derivative instruments, specifically stable value wrap contracts, is participant redemptions. Increased volatility of redemptions may result in changes to the measurement of fair value. Generally, significant increases (decreases) in participant redemptions may result in measurements of significantly higher (lower) fair value of this liability.
|
•
|
For financial instruments that have quoted market prices, those quoted prices are used to estimate fair 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.
|
•
|
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.
|
|
|
|
|
|
|
Fair-Value Hierarchy
|
||||||||||||||
(In millions)
|
|
Reported Amount
|
|
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)
|
||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
|
$
|
2,590
|
|
|
$
|
2,590
|
|
|
$
|
2,590
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits with banks
|
|
50,763
|
|
|
50,763
|
|
|
—
|
|
|
50,763
|
|
|
—
|
|
|||||
Securities purchased under resale agreements
|
|
5,016
|
|
|
5,016
|
|
|
—
|
|
|
5,016
|
|
|
—
|
|
|||||
Investment securities held to maturity
|
|
11,379
|
|
|
11,661
|
|
|
—
|
|
|
11,661
|
|
|
—
|
|
|||||
Loans (excluding leases)
|
|
11,121
|
|
|
11,166
|
|
|
—
|
|
|
10,276
|
|
|
890
|
|
|||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest-bearing
|
|
44,445
|
|
|
44,445
|
|
|
—
|
|
|
44,445
|
|
|
—
|
|
|||||
Interest-bearing - U.S.
|
|
19,201
|
|
|
19,201
|
|
|
—
|
|
|
19,201
|
|
|
—
|
|
|||||
Interest-bearing - non-U.S.
|
|
100,535
|
|
|
100,535
|
|
|
—
|
|
|
100,535
|
|
|
—
|
|
|||||
Securities sold under repurchase agreements
|
|
8,006
|
|
|
8,006
|
|
|
—
|
|
|
8,006
|
|
|
—
|
|
|||||
Federal funds purchased
|
|
399
|
|
|
399
|
|
|
—
|
|
|
399
|
|
|
—
|
|
|||||
Other short-term borrowings
|
|
4,502
|
|
|
4,502
|
|
|
—
|
|
|
4,502
|
|
|
—
|
|
|||||
Long-term debt
|
|
7,429
|
|
|
6,779
|
|
|
—
|
|
|
5,871
|
|
|
909
|
|
(In millions)
|
Reported
Amount
|
|
Fair
Value
|
||||
2011:
|
|
|
|
||||
Financial Assets:
|
|
|
|
||||
Investment securities held to maturity
|
$
|
9,321
|
|
|
$
|
9,362
|
|
Net loans (excluding leases)
|
8,777
|
|
|
8,752
|
|
||
|
|
|
|
||||
Financial Liabilities:
|
|
|
|
||||
Long-term debt
|
8,131
|
|
|
8,206
|
|
|
2012
|
|
2011
|
||||||||||||||||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Gross
Unrealized
|
|
Fair
Value
|
||||||||||||||||||||
(In millions)
|
Gains
|
|
Losses
|
|
Gains
|
|
Losses
|
|
|||||||||||||||||||||||
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Direct obligations
|
$
|
823
|
|
|
$
|
19
|
|
|
$
|
1
|
|
|
$
|
841
|
|
|
$
|
2,798
|
|
|
$
|
39
|
|
|
$
|
1
|
|
|
$
|
2,836
|
|
Mortgage-backed securities
|
31,640
|
|
|
598
|
|
|
26
|
|
|
32,212
|
|
|
29,511
|
|
|
538
|
|
|
28
|
|
|
30,021
|
|
||||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Student loans
(1)
|
16,829
|
|
|
100
|
|
|
508
|
|
|
16,421
|
|
|
17,187
|
|
|
69
|
|
|
711
|
|
|
16,545
|
|
||||||||
Credit cards
|
9,928
|
|
|
61
|
|
|
3
|
|
|
9,986
|
|
|
10,448
|
|
|
53
|
|
|
14
|
|
|
10,487
|
|
||||||||
Sub-prime
|
1,557
|
|
|
4
|
|
|
162
|
|
|
1,399
|
|
|
1,849
|
|
|
2
|
|
|
447
|
|
|
1,404
|
|
||||||||
Other
|
4,583
|
|
|
155
|
|
|
61
|
|
|
4,677
|
|
|
3,421
|
|
|
169
|
|
|
125
|
|
|
3,465
|
|
||||||||
Total asset-backed securities
|
32,897
|
|
|
320
|
|
|
734
|
|
|
32,483
|
|
|
32,905
|
|
|
293
|
|
|
1,297
|
|
|
31,901
|
|
||||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgage-backed securities
|
11,119
|
|
|
313
|
|
|
27
|
|
|
11,405
|
|
|
10,890
|
|
|
92
|
|
|
107
|
|
|
10,875
|
|
||||||||
Asset-backed securities
|
6,180
|
|
|
42
|
|
|
4
|
|
|
6,218
|
|
|
4,318
|
|
|
2
|
|
|
17
|
|
|
4,303
|
|
||||||||
Government securities
|
3,197
|
|
|
2
|
|
|
—
|
|
|
3,199
|
|
|
1,671
|
|
|
—
|
|
|
—
|
|
|
1,671
|
|
||||||||
Other
|
4,221
|
|
|
86
|
|
|
1
|
|
|
4,306
|
|
|
2,797
|
|
|
41
|
|
|
13
|
|
|
2,825
|
|
||||||||
Total non-U.S. debt securities
|
24,717
|
|
|
443
|
|
|
32
|
|
|
25,128
|
|
|
19,676
|
|
|
135
|
|
|
137
|
|
|
19,674
|
|
||||||||
State and political subdivisions
|
7,384
|
|
|
234
|
|
|
67
|
|
|
7,551
|
|
|
6,924
|
|
|
244
|
|
|
121
|
|
|
7,047
|
|
||||||||
Collateralized mortgage obligations
|
4,818
|
|
|
151
|
|
|
15
|
|
|
4,954
|
|
|
3,971
|
|
|
62
|
|
|
53
|
|
|
3,980
|
|
||||||||
Other U.S. debt securities
|
5,072
|
|
|
233
|
|
|
7
|
|
|
5,298
|
|
|
3,471
|
|
|
159
|
|
|
15
|
|
|
3,615
|
|
||||||||
U.S. equity securities
|
1,089
|
|
|
3
|
|
|
—
|
|
|
1,092
|
|
|
639
|
|
|
1
|
|
|
—
|
|
|
640
|
|
||||||||
Non-U.S. equity securities
|
123
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
118
|
|
||||||||
Total
|
$
|
108,563
|
|
|
$
|
2,001
|
|
|
$
|
882
|
|
|
$
|
109,682
|
|
|
$
|
100,013
|
|
|
$
|
1,471
|
|
|
$
|
1,652
|
|
|
$
|
99,832
|
|
Held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Direct obligations
|
$
|
5,000
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
4,992
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage-backed securities
|
153
|
|
|
11
|
|
|
—
|
|
|
164
|
|
|
265
|
|
|
18
|
|
|
—
|
|
|
283
|
|
||||||||
Asset-backed securities
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
31
|
|
|
—
|
|
|
2
|
|
|
29
|
|
||||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgage-backed securities
|
3,122
|
|
|
85
|
|
|
68
|
|
|
3,139
|
|
|
4,973
|
|
|
87
|
|
|
224
|
|
|
4,836
|
|
||||||||
Asset-backed securities
|
434
|
|
|
16
|
|
|
1
|
|
|
449
|
|
|
436
|
|
|
16
|
|
|
3
|
|
|
449
|
|
||||||||
Government securities
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||||
Other
|
167
|
|
|
—
|
|
|
2
|
|
|
165
|
|
|
172
|
|
|
—
|
|
|
17
|
|
|
155
|
|
||||||||
Total non-U.S. debt securities
|
3,726
|
|
|
101
|
|
|
71
|
|
|
3,756
|
|
|
5,584
|
|
|
103
|
|
|
244
|
|
|
5,443
|
|
||||||||
State and political subdivisions
|
74
|
|
|
2
|
|
|
—
|
|
|
76
|
|
|
107
|
|
|
3
|
|
|
—
|
|
|
110
|
|
||||||||
Collateralized mortgage obligations
|
2,410
|
|
|
259
|
|
|
12
|
|
|
2,657
|
|
|
3,334
|
|
|
220
|
|
|
57
|
|
|
3,497
|
|
||||||||
Total
|
$
|
11,379
|
|
|
$
|
373
|
|
|
$
|
91
|
|
|
$
|
11,661
|
|
|
$
|
9,321
|
|
|
$
|
344
|
|
|
$
|
303
|
|
|
$
|
9,362
|
|
|
|
|
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
||||||||||||||||||
December 31, 2012
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
132
|
|
|
$
|
1
|
|
|
$
|
132
|
|
|
$
|
1
|
|
Mortgage-backed securities
|
3,486
|
|
|
18
|
|
|
865
|
|
|
8
|
|
|
4,351
|
|
|
26
|
|
||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Student loans
|
625
|
|
|
6
|
|
|
10,241
|
|
|
502
|
|
|
10,866
|
|
|
508
|
|
||||||
Credit cards
|
888
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
888
|
|
|
3
|
|
||||||
Sub-prime
|
—
|
|
|
—
|
|
|
1,346
|
|
|
162
|
|
|
1,346
|
|
|
162
|
|
||||||
Other
|
639
|
|
|
13
|
|
|
989
|
|
|
48
|
|
|
1,628
|
|
|
61
|
|
||||||
Total asset-backed securities
|
2,152
|
|
|
22
|
|
|
12,576
|
|
|
712
|
|
|
14,728
|
|
|
734
|
|
||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
670
|
|
|
3
|
|
|
453
|
|
|
24
|
|
|
1,123
|
|
|
27
|
|
||||||
Asset-backed securities
|
973
|
|
|
1
|
|
|
53
|
|
|
3
|
|
|
1,026
|
|
|
4
|
|
||||||
Other
|
509
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
509
|
|
|
1
|
|
||||||
Total non-U.S. debt securities
|
2,152
|
|
|
5
|
|
|
506
|
|
|
27
|
|
|
2,658
|
|
|
32
|
|
||||||
State and political subdivisions
|
685
|
|
|
9
|
|
|
1,152
|
|
|
58
|
|
|
1,837
|
|
|
67
|
|
||||||
Collateralized mortgage obligations
|
347
|
|
|
1
|
|
|
621
|
|
|
14
|
|
|
968
|
|
|
15
|
|
||||||
Other U.S. debt securities
|
302
|
|
|
1
|
|
|
33
|
|
|
6
|
|
|
335
|
|
|
7
|
|
||||||
Total
|
$
|
9,124
|
|
|
$
|
56
|
|
|
$
|
15,885
|
|
|
$
|
826
|
|
|
$
|
25,009
|
|
|
$
|
882
|
|
Held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct obligations
|
$
|
3,792
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,792
|
|
|
$
|
8
|
|
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
56
|
|
|
1
|
|
|
956
|
|
|
67
|
|
|
1,012
|
|
|
68
|
|
||||||
Asset-backed securities
|
—
|
|
|
—
|
|
|
73
|
|
|
1
|
|
|
73
|
|
|
1
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
156
|
|
|
2
|
|
|
156
|
|
|
2
|
|
||||||
Total non-U.S. debt securities
|
56
|
|
|
1
|
|
|
1,185
|
|
|
70
|
|
|
1,241
|
|
|
71
|
|
||||||
Collateralized mortgage obligations
|
120
|
|
|
1
|
|
|
153
|
|
|
11
|
|
|
273
|
|
|
12
|
|
||||||
Total
|
$
|
3,968
|
|
|
$
|
10
|
|
|
$
|
1,338
|
|
|
$
|
81
|
|
|
$
|
5,306
|
|
|
$
|
91
|
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
||||||||||||||||||
December 31, 2011
|
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
|
$
|
1,373
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,373
|
|
|
$
|
1
|
|
Mortgage-backed securities
|
4,715
|
|
|
26
|
|
|
370
|
|
|
2
|
|
|
5,085
|
|
|
28
|
|
||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Student loans
|
2,992
|
|
|
34
|
|
|
10,356
|
|
|
677
|
|
|
13,348
|
|
|
711
|
|
||||||
Credit cards
|
2,581
|
|
|
6
|
|
|
1,461
|
|
|
8
|
|
|
4,042
|
|
|
14
|
|
||||||
Sub-prime
|
16
|
|
|
1
|
|
|
1,360
|
|
|
446
|
|
|
1,376
|
|
|
447
|
|
||||||
Other
|
1,485
|
|
|
19
|
|
|
1,119
|
|
|
106
|
|
|
2,604
|
|
|
125
|
|
||||||
Total asset-backed securities
|
7,074
|
|
|
60
|
|
|
14,296
|
|
|
1,237
|
|
|
21,370
|
|
|
1,297
|
|
||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
6,126
|
|
|
61
|
|
|
1,094
|
|
|
46
|
|
|
7,220
|
|
|
107
|
|
||||||
Asset-backed securities
|
2,205
|
|
|
14
|
|
|
108
|
|
|
3
|
|
|
2,313
|
|
|
17
|
|
||||||
Other
|
1,543
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
1,543
|
|
|
13
|
|
||||||
Total non-U.S. debt securities
|
9,874
|
|
|
88
|
|
|
1,202
|
|
|
49
|
|
|
11,076
|
|
|
137
|
|
||||||
State and political subdivisions
|
185
|
|
|
3
|
|
|
1,431
|
|
|
118
|
|
|
1,616
|
|
|
121
|
|
||||||
Collateralized mortgage obligations
|
2,024
|
|
|
43
|
|
|
67
|
|
|
10
|
|
|
2,091
|
|
|
53
|
|
||||||
Other U.S. debt securities
|
220
|
|
|
2
|
|
|
58
|
|
|
13
|
|
|
278
|
|
|
15
|
|
||||||
Total
|
$
|
25,465
|
|
|
$
|
223
|
|
|
$
|
17,424
|
|
|
$
|
1,429
|
|
|
$
|
42,889
|
|
|
$
|
1,652
|
|
Held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
2
|
|
|
$
|
29
|
|
|
$
|
2
|
|
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
678
|
|
|
91
|
|
|
1,046
|
|
|
133
|
|
|
1,724
|
|
|
224
|
|
||||||
Asset-backed securities
|
79
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
3
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
138
|
|
|
17
|
|
|
138
|
|
|
17
|
|
||||||
Total non-U.S. debt securities
|
757
|
|
|
94
|
|
|
1,184
|
|
|
150
|
|
|
1,941
|
|
|
244
|
|
||||||
Collateralized mortgage obligations
|
673
|
|
|
38
|
|
|
206
|
|
|
19
|
|
|
879
|
|
|
57
|
|
||||||
Total
|
$
|
1,430
|
|
|
$
|
132
|
|
|
$
|
1,419
|
|
|
$
|
171
|
|
|
$
|
2,849
|
|
|
$
|
303
|
|
(In millions)
|
Under 1
Year
|
|
1 to 5
Years
|
|
6 to 10
Years
|
|
Over 10
Years
|
||||||||
Available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
||||||||
Direct obligations
|
$
|
4
|
|
|
$
|
43
|
|
|
$
|
61
|
|
|
$
|
733
|
|
Mortgage-backed securities
|
10
|
|
|
2,458
|
|
|
7,139
|
|
|
22,605
|
|
||||
Asset-backed securities:
|
|
|
|
|
|
|
|
||||||||
Student loans
|
425
|
|
|
6,863
|
|
|
5,540
|
|
|
3,593
|
|
||||
Credit cards
|
1,102
|
|
|
5,967
|
|
|
2,917
|
|
|
—
|
|
||||
Sub-prime
|
56
|
|
|
51
|
|
|
4
|
|
|
1,288
|
|
||||
Other
|
178
|
|
|
2,199
|
|
|
1,588
|
|
|
712
|
|
||||
Total asset-backed securities
|
1,761
|
|
|
15,080
|
|
|
10,049
|
|
|
5,593
|
|
||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
160
|
|
|
5,484
|
|
|
73
|
|
|
5,688
|
|
||||
Asset-backed securities
|
272
|
|
|
4,579
|
|
|
1,063
|
|
|
304
|
|
||||
Government securities
|
2,064
|
|
|
1,135
|
|
|
—
|
|
|
—
|
|
||||
Other
|
1,373
|
|
|
2,534
|
|
|
399
|
|
|
—
|
|
||||
Total non-U.S. debt securities
|
3,869
|
|
|
13,732
|
|
|
1,535
|
|
|
5,992
|
|
||||
State and political subdivisions
|
685
|
|
|
3,075
|
|
|
2,882
|
|
|
909
|
|
||||
Collateralized mortgage obligations
|
161
|
|
|
2,371
|
|
|
1,161
|
|
|
1,261
|
|
||||
Other U.S. debt securities
|
271
|
|
|
3,722
|
|
|
1,271
|
|
|
34
|
|
||||
Total
|
$
|
6,761
|
|
|
$
|
40,481
|
|
|
$
|
24,098
|
|
|
$
|
37,127
|
|
Held to maturity:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
||||||||
Direct obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,500
|
|
|
$
|
500
|
|
Mortgage-backed securities
|
—
|
|
|
36
|
|
|
32
|
|
|
85
|
|
||||
Asset-backed securities
|
—
|
|
|
9
|
|
|
—
|
|
|
7
|
|
||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
93
|
|
|
—
|
|
|
—
|
|
|
3,029
|
|
||||
Asset-backed securities
|
149
|
|
|
238
|
|
|
47
|
|
|
—
|
|
||||
Government securities
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
—
|
|
|
158
|
|
|
—
|
|
|
9
|
|
||||
Total non-U.S. debt securities
|
245
|
|
|
396
|
|
|
47
|
|
|
3,038
|
|
||||
State and political subdivisions
|
49
|
|
|
25
|
|
|
—
|
|
|
—
|
|
||||
Collateralized mortgage obligations
|
235
|
|
|
1,250
|
|
|
171
|
|
|
754
|
|
||||
Total
|
$
|
529
|
|
|
$
|
1,716
|
|
|
$
|
4,750
|
|
|
$
|
4,384
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Gross realized gains from sales of available-for-sale securities
|
$
|
101
|
|
|
$
|
152
|
|
|
$
|
1,330
|
|
Gross realized losses from sales of available-for-sale securities
(1)(2)
|
(46
|
)
|
|
(12
|
)
|
|
(1,385
|
)
|
|||
|
|
|
|
|
|
||||||
Gross losses from other-than-temporary impairment
|
(53
|
)
|
|
(123
|
)
|
|
(651
|
)
|
|||
Losses not related to credit
|
21
|
|
|
50
|
|
|
420
|
|
|||
Net impairment losses
|
(32
|
)
|
|
(73
|
)
|
|
(231
|
)
|
|||
Gains (Losses) related to investment securities, net
|
$
|
23
|
|
|
$
|
67
|
|
|
$
|
(286
|
)
|
|
|
|
|
|
|
||||||
Impairment associated with expected credit losses
|
$
|
(16
|
)
|
|
$
|
(42
|
)
|
|
$
|
(203
|
)
|
Impairment associated with management's intent to sell the impaired securities prior to their recovery in value
|
—
|
|
|
(8
|
)
|
|
(1
|
)
|
|||
Impairment associated with adverse changes in timing of expected future cash flows
|
(16
|
)
|
|
(23
|
)
|
|
(27
|
)
|
|||
Net impairment losses
|
$
|
(32
|
)
|
|
$
|
(73
|
)
|
|
$
|
(231
|
)
|
|
|
|
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Beginning balance
|
$
|
113
|
|
|
$
|
63
|
|
|
$
|
175
|
|
Plus losses for which other-than-temporary impairment was not previously recognized
|
4
|
|
|
10
|
|
|
88
|
|
|||
Plus losses for which other-than-temporary impairment was previously recognized
|
28
|
|
|
55
|
|
|
142
|
|
|||
Less previously recognized losses related to securities sold
|
(21
|
)
|
|
(13
|
)
|
|
(342
|
)
|
|||
Less losses related to securities intended or required to be sold
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
124
|
|
|
$
|
113
|
|
|
$
|
63
|
|
•
|
the identification and evaluation of securities that have indications of potential other-than-temporary impairment, 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 collectibility of those future cash flows, including information about past events, current conditions and reasonable and supportable forecasts;
|
•
|
the analysis of the underlying collateral for mortgage- and asset-backed securities;
|
•
|
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;
|
•
|
discussion and evaluation of factors or triggers that could cause individual securities to be deemed other-than- temporarily impaired and those that would not support other-than-temporary impairment; and
|
•
|
documentation of the results of these analyses.
|
•
|
certain macroeconomic drivers;
|
•
|
certain industry-specific drivers;
|
•
|
the length of time the security has been impaired;
|
•
|
the severity of the impairment;
|
•
|
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
|
•
|
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 recovery in value.
|
(In millions)
|
2012
|
|
2011
|
||||
Institutional:
|
|
|
|
||||
Investment funds:
|
|
|
|
||||
U.S.
|
$
|
8,376
|
|
|
$
|
5,592
|
|
Non-U.S.
|
829
|
|
|
796
|
|
||
Commercial and financial:
|
|
|
|
||||
U.S.
|
613
|
|
|
563
|
|
||
Non-U.S.
|
520
|
|
|
453
|
|
||
Purchased receivables:
|
|
|
|
||||
U.S.
|
276
|
|
|
563
|
|
||
Non-U.S.
|
118
|
|
|
372
|
|
||
Lease financing:
|
|
|
|
||||
U.S.
|
380
|
|
|
397
|
|
||
Non-U.S.
|
784
|
|
|
857
|
|
||
Total institutional
|
11,896
|
|
|
9,593
|
|
||
Commercial real estate:
|
|
|
|
||||
U.S.
|
411
|
|
|
460
|
|
||
Total loans and leases
|
12,307
|
|
|
10,053
|
|
||
Allowance for loan losses
|
(22
|
)
|
|
(22
|
)
|
||
Loans and leases, net of allowance for loan losses
|
$
|
12,285
|
|
|
$
|
10,031
|
|
(In millions)
|
2012
|
|
2011
|
||||
Net rental income receivable
|
$
|
1,519
|
|
|
$
|
1,671
|
|
Estimated residual values
|
110
|
|
|
110
|
|
||
Unearned income
|
(465
|
)
|
|
(527
|
)
|
||
Investment in leveraged lease financing
|
1,164
|
|
|
1,254
|
|
||
Less related deferred income tax liabilities
|
(370
|
)
|
|
(397
|
)
|
||
Net investment in leveraged lease financing
|
$
|
794
|
|
|
$
|
857
|
|
|
Institutional
|
|
Commercial Real Estate
|
|
|
||||||||||||||||||||||
December 31, 2012
|
Investment
Funds
|
|
Commercial
and
Financial
|
|
Purchased
Receivables
|
|
Lease
Financing
|
|
Property
Development
|
|
Other
|
|
Total
Loans and
Leases
|
||||||||||||||
(In millions)
|
|
|
|
|
|
|
|||||||||||||||||||||
Investment grade
|
$
|
8,937
|
|
|
$
|
1,041
|
|
|
$
|
394
|
|
|
$
|
1,137
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
11,538
|
|
Speculative
|
268
|
|
|
92
|
|
|
—
|
|
|
27
|
|
|
377
|
|
|
5
|
|
|
769
|
|
|||||||
Total
|
$
|
9,205
|
|
|
$
|
1,133
|
|
|
$
|
394
|
|
|
$
|
1,164
|
|
|
$
|
377
|
|
|
$
|
34
|
|
|
$
|
12,307
|
|
|
Institutional
|
|
Commercial Real Estate
|
|
|
||||||||||||||||||||||||||
December 31, 2011
|
Investment
Funds
|
|
Commercial
and
Financial
|
|
Purchased
Receivables
|
|
Lease
Financing
|
|
Property
Development
|
|
Other
Acquired
Credit-
Impaired
|
|
Other
|
|
Total
Loans and
Leases
|
||||||||||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Investment grade
|
$
|
6,341
|
|
|
$
|
592
|
|
|
$
|
935
|
|
|
$
|
1,194
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
36
|
|
|
$
|
9,102
|
|
Speculative
|
47
|
|
|
424
|
|
|
—
|
|
|
60
|
|
|
379
|
|
|
31
|
|
|
5
|
|
|
946
|
|
||||||||
Doubtful
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||||
Total
|
$
|
6,388
|
|
|
$
|
1,016
|
|
|
$
|
935
|
|
|
$
|
1,254
|
|
|
$
|
380
|
|
|
$
|
39
|
|
|
$
|
41
|
|
|
$
|
10,053
|
|
|
Institutional
|
|
Commercial Real Estate
|
|
Total Loans and Leases
|
||||||||||||||||||
(In millions)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
Loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
11
|
|
|
$
|
56
|
|
|
$
|
411
|
|
|
$
|
421
|
|
|
$
|
422
|
|
|
$
|
477
|
|
Collectively evaluated for impairment
(1)
|
11,885
|
|
|
9,537
|
|
|
—
|
|
|
—
|
|
|
11,885
|
|
|
9,537
|
|
||||||
Loans acquired with deteriorated credit quality
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||||
Total
|
$
|
11,896
|
|
|
$
|
9,593
|
|
|
$
|
411
|
|
|
$
|
460
|
|
|
$
|
12,307
|
|
|
$
|
10,053
|
|
|
|
|
|
December 31,
|
2012
|
|
2011
|
||||||||||||||||||||
(In millions)
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
(1)
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
(1)
|
||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CRE—property development
|
$
|
197
|
|
|
$
|
224
|
|
|
$
|
—
|
|
|
$
|
199
|
|
|
$
|
227
|
|
|
$
|
—
|
|
CRE—property development—acquired credit-impaired
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
||||||
CRE—other—acquired credit-impaired
|
—
|
|
|
64
|
|
|
—
|
|
|
8
|
|
|
69
|
|
|
—
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CRE—other—acquired credit-impaired
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
37
|
|
|
—
|
|
||||||
Total CRE
|
$
|
197
|
|
|
$
|
322
|
|
|
$
|
—
|
|
|
$
|
238
|
|
|
$
|
367
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Average Recorded Investment
|
|
Interest Revenue Recognized
|
||||||||||||
Years ended December 31,
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
|
||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
||||||||
CRE—property development
|
|
$
|
198
|
|
|
$
|
200
|
|
|
$
|
16
|
|
|
$
|
15
|
|
CRE—other—acquired credit-impaired
|
|
13
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
||||||||
CRE—other—acquired credit-impaired
|
|
—
|
|
|
31
|
|
|
—
|
|
|
1
|
|
||||
Total CRE
|
|
$
|
211
|
|
|
$
|
243
|
|
|
$
|
16
|
|
|
$
|
16
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||||||||||
(In millions)
|
Institutional
|
|
Commercial
Real Estate |
|
Total Loans
and Leases |
|
Total Loans
and Leases |
|
Total Loans
and Leases |
||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
100
|
|
|
$
|
79
|
|
Charge-offs
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
(4
|
)
|
|||||
Provisions
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
25
|
|
|||||
Recoveries
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||||
Ending balance
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
22
|
|
|
$
|
100
|
|
|
2012
|
|
2011
|
||||||||||||||||||||
(In millions)
|
Investment
Servicing
|
|
Investment
Management
|
|
Total
|
|
Investment
Servicing
|
|
Investment
Management
|
|
Total
|
||||||||||||
Beginning balance
|
$
|
5,610
|
|
|
$
|
35
|
|
|
$
|
5,645
|
|
|
$
|
5,591
|
|
|
$
|
6
|
|
|
$
|
5,597
|
|
Acquisitions
(1)
|
290
|
|
|
—
|
|
|
290
|
|
|
68
|
|
|
32
|
|
|
100
|
|
||||||
Foreign currency translation, net
|
41
|
|
|
1
|
|
|
42
|
|
|
(49
|
)
|
|
(3
|
)
|
|
(52
|
)
|
||||||
Ending balance
|
$
|
5,941
|
|
|
$
|
36
|
|
|
$
|
5,977
|
|
|
$
|
5,610
|
|
|
$
|
35
|
|
|
$
|
5,645
|
|
|
|
|
|
|
|
2012
|
|
2011
|
||||||||||||||||||||
(In millions)
|
Investment
Servicing
|
|
Investment
Management
|
|
Total
|
|
Investment
Servicing
|
|
Investment
Management
|
|
Total
|
||||||||||||
Beginning balance
|
$
|
2,408
|
|
|
$
|
51
|
|
|
$
|
2,459
|
|
|
$
|
2,559
|
|
|
$
|
34
|
|
|
$
|
2,593
|
|
Acquisitions
(1)
|
257
|
|
|
—
|
|
|
257
|
|
|
67
|
|
|
29
|
|
|
96
|
|
||||||
Amortization
|
(193
|
)
|
|
(5
|
)
|
|
(198
|
)
|
|
(189
|
)
|
|
(11
|
)
|
|
(200
|
)
|
||||||
Foreign currency translation, net
|
20
|
|
|
1
|
|
|
21
|
|
|
(29
|
)
|
|
(1
|
)
|
|
(30
|
)
|
||||||
Ending balance
|
$
|
2,492
|
|
|
$
|
47
|
|
|
$
|
2,539
|
|
|
$
|
2,408
|
|
|
$
|
51
|
|
|
$
|
2,459
|
|
|
|
|
|
|
|
2012
|
|
2011
|
||||||||||||||||||||
(In millions)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Client relationships
|
$
|
2,653
|
|
|
$
|
(755
|
)
|
|
$
|
1,898
|
|
|
$
|
2,369
|
|
|
$
|
(641
|
)
|
|
$
|
1,728
|
|
Core deposits
|
706
|
|
|
(192
|
)
|
|
514
|
|
|
702
|
|
|
(117
|
)
|
|
585
|
|
||||||
Other
|
244
|
|
|
(117
|
)
|
|
127
|
|
|
233
|
|
|
(87
|
)
|
|
146
|
|
||||||
Total
|
$
|
3,603
|
|
|
$
|
(1,064
|
)
|
|
$
|
2,539
|
|
|
$
|
3,304
|
|
|
$
|
(845
|
)
|
|
$
|
2,459
|
|
(In millions)
|
2012
|
|
2011
|
||||
Collateral deposits, net
|
$
|
7,583
|
|
|
$
|
6,688
|
|
Unrealized gains on derivative financial instruments, net
|
4,556
|
|
|
6,366
|
|
||
Bank-owned life insurance
(1)
|
2,000
|
|
|
—
|
|
||
Investments in joint ventures and other unconsolidated entities
|
1,405
|
|
|
1,060
|
|
||
Accounts receivable
|
511
|
|
|
431
|
|
||
Deferred tax assets, net of valuation allowance
|
353
|
|
|
395
|
|
||
Prepaid expenses
|
267
|
|
|
308
|
|
||
Income taxes receivable
|
252
|
|
|
989
|
|
||
Deposits with clearing organizations
|
174
|
|
|
222
|
|
||
Other
(2)
|
915
|
|
|
680
|
|
||
Total
|
$
|
18,016
|
|
|
$
|
17,139
|
|
|
|
|
|
(1)
|
Represented the cash surrender value of a bankruptcy-remote, separate-account policy composed of aggregate private-placement universal life insurance purchased by State Street Bank on certain of its employees, where State Street Bank is the sole beneficiary. The account mainly included cash and highly-rated investment securities carried at fair value.
|
Note 8.
|
Deposits
|
(In millions)
|
|
||
2013
|
$
|
16,487
|
|
2014
|
—
|
|
|
2015
|
—
|
|
|
2016
|
41
|
|
|
2017
|
—
|
|
|
Total
|
$
|
16,528
|
|
Note
9
.
|
Short-Term Borrowings
|
|
Securities Sold Under
Repurchase Agreements
|
|
Federal Funds Purchased
|
||||||||||||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Balance as of December 31
|
$
|
8,006
|
|
|
$
|
8,572
|
|
|
$
|
7,599
|
|
|
$
|
399
|
|
|
$
|
656
|
|
|
$
|
7,748
|
|
Maximum outstanding at any month-end
|
9,306
|
|
|
9,853
|
|
|
9,058
|
|
|
1,145
|
|
|
8,259
|
|
|
7,748
|
|
||||||
Average outstanding during the year
|
7,697
|
|
|
9,040
|
|
|
8,108
|
|
|
784
|
|
|
845
|
|
|
1,759
|
|
||||||
Weighted-average interest rate at year-end
|
.06
|
%
|
|
.04
|
%
|
|
.04
|
%
|
|
.13
|
%
|
|
.05
|
%
|
|
.01
|
%
|
||||||
Weighted-average interest rate during the year
|
.01
|
|
|
.11
|
|
|
.05
|
|
|
.09
|
|
|
.05
|
|
|
.05
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Tax-Exempt
Investment Program
|
|
Corporate Commercial Paper
Program
|
||||||||||||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Balance as of December 31
|
$
|
2,148
|
|
|
$
|
2,294
|
|
|
$
|
2,484
|
|
|
$
|
2,318
|
|
|
$
|
2,384
|
|
|
$
|
2,799
|
|
Maximum outstanding at any month-end
|
2,274
|
|
|
2,473
|
|
|
2,690
|
|
|
2,503
|
|
|
2,825
|
|
|
2,831
|
|
||||||
Average outstanding during the year
|
2,214
|
|
|
2,404
|
|
|
2,594
|
|
|
2,382
|
|
|
2,449
|
|
|
2,791
|
|
||||||
Weighted-average interest rate at year-end
|
.17
|
%
|
|
.18
|
%
|
|
.37
|
%
|
|
.22
|
%
|
|
.22
|
%
|
|
.31
|
%
|
||||||
Weighted-average interest rate during the year
|
.21
|
|
|
.26
|
|
|
.33
|
|
|
.23
|
|
|
.23
|
|
|
.31
|
|
|
Conduit Commercial
Paper Program
|
||||||
(Dollars in millions)
|
2011
|
|
2010
|
||||
Balance as of December 31
|
$
|
—
|
|
|
$
|
1,919
|
|
Maximum outstanding at any month-end
|
271
|
|
|
7,275
|
|
||
Average outstanding during the year
|
113
|
|
|
6,339
|
|
||
Weighted-average interest rate at year-end
|
—
|
%
|
|
.57
|
%
|
||
Weighted-average interest rate during the year
|
.47
|
|
|
.32
|
|
|
U.S. Government
Securities Sold
|
|
Repurchase
Agreements
|
|||||||||||
(Dollars in millions)
|
Amortized
Cost
|
|
Fair Value
|
|
Amortized
Cost
|
|
Rate
|
|||||||
Overnight maturity
|
$
|
6,076
|
|
|
$
|
6,120
|
|
|
$
|
5,980
|
|
|
.016
|
%
|
(Dollars in millions)
|
2012
|
|
2011
|
||||
Statutory business trusts:
|
|
|
|
||||
Floating-rate subordinated notes due to State Street Capital Trust IV in 2037
|
$
|
800
|
|
|
$
|
800
|
|
Floating-rate subordinated notes due to State Street Capital Trust I in 2028
|
155
|
|
|
155
|
|
||
Parent company and non-banking subsidiary issuances:
|
|
|
|
||||
2.15% notes due 2012
|
—
|
|
|
1,500
|
|
||
2.875% notes due 2016
(1)
|
1,014
|
|
|
999
|
|
||
4.375% notes due 2021
(1)
|
780
|
|
|
757
|
|
||
Long-term capital leases
|
706
|
|
|
694
|
|
||
4.956% junior subordinated debentures due 2018
(1)
|
550
|
|
|
542
|
|
||
4.30% notes due 2014
|
507
|
|
|
512
|
|
||
5.375% notes due 2017
|
450
|
|
|
450
|
|
||
Floating-rate notes due 2012
|
—
|
|
|
250
|
|
||
Floating-rate notes due 2014
|
250
|
|
|
250
|
|
||
7.35% notes due 2026
|
150
|
|
|
150
|
|
||
State Street Bank issuances:
|
|
|
|
||||
Floating-rate extendible notes due 2014
|
1,000
|
|
|
—
|
|
||
5.25% subordinated notes due 2018
(1)
|
453
|
|
|
453
|
|
||
5.30% subordinated notes due 2016
|
414
|
|
|
419
|
|
||
Floating-rate subordinated notes due 2015
|
200
|
|
|
200
|
|
||
Total long-term debt
|
$
|
7,429
|
|
|
$
|
8,131
|
|
(1)
|
We have entered into interest-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
December 31, 2012
and
2011
, we recorded an increase of
$174 million
and
$140 million
, respectively, in the carrying value of long-term debt associated with fair value hedges. Refer to note 16 for additional information about derivatives.
|
(In millions)
|
2012
|
|
2011
|
||||
Indemnified securities financing
|
$
|
291,075
|
|
|
$
|
302,342
|
|
Stable value protection
|
33,512
|
|
|
40,963
|
|
||
Asset purchase agreements
|
5,063
|
|
|
5,056
|
|
||
Standby letters of credit
|
4,552
|
|
|
3,938
|
|
(In millions)
|
2012
|
|
2011
|
||||
Aggregate fair value of indemnified securities financing
|
$
|
291,075
|
|
|
$
|
302,342
|
|
Aggregate fair value of cash and securities held by us, as agent, as collateral for indemnified securities financing
|
300,510
|
|
|
312,598
|
|
||
Aggregate fair value of collateral for indemnified securities financing invested in indemnified repurchase agreements
|
80,224
|
|
|
88,656
|
|
||
Aggregate fair value of cash and securities held by us or our agents as collateral for indemnified repurchase agreements
|
85,411
|
|
|
93,039
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Foreign currency translation
|
$
|
134
|
|
|
$
|
—
|
|
|
$
|
216
|
|
Net unrealized losses on hedges of net investments in non-U.S. subsidiaries
|
(14
|
)
|
|
(14
|
)
|
|
(14
|
)
|
|||
|
|
|
|
|
|
||||||
Net unrealized gains (losses) on available-for-sale securities portfolio
|
815
|
|
|
110
|
|
|
(90
|
)
|
|||
Net unrealized losses related to reclassified available-for-sale securities
|
(110
|
)
|
|
(189
|
)
|
|
(317
|
)
|
|||
Net unrealized gains (losses) on available-for-sale securities
|
705
|
|
|
(79
|
)
|
|
(407
|
)
|
|||
|
|
|
|
|
|
||||||
Net unrealized losses on available-for-sale securities designated in fair value hedges
|
(183
|
)
|
|
(210
|
)
|
|
(135
|
)
|
|||
Other-than-temporary impairment on available-for-sale securities related to factors other than credit
|
(3
|
)
|
|
(17
|
)
|
|
(17
|
)
|
|||
Other-than-temporary impairment on held-to-maturity securities related to factors other than credit
|
(65
|
)
|
|
(86
|
)
|
|
(111
|
)
|
|||
Net unrealized gains (losses) on cash flow hedges
|
69
|
|
|
(5
|
)
|
|
(11
|
)
|
|||
Unrealized losses on retirement plans
|
(283
|
)
|
|
(248
|
)
|
|
(210
|
)
|
|||
Total
|
$
|
360
|
|
|
$
|
(659
|
)
|
|
$
|
(689
|
)
|
|
Shares
(in thousands)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Total
Intrinsic
Value
(in millions)
|
|||||
Stock Options and Stock Appreciation Rights:
|
|
|
|
|
|
|
|
|||||
Outstanding as of December 31, 2010
|
10,983
|
|
|
$
|
51.49
|
|
|
|
|
|
||
Exercised
|
(1,028
|
)
|
|
40.52
|
|
|
|
|
|
|||
Forfeited or expired
|
(2,246
|
)
|
|
50.06
|
|
|
|
|
|
|||
Outstanding as of December 31, 2011
|
7,709
|
|
|
53.37
|
|
|
|
|
|
|||
Exercised
|
(1,459
|
)
|
|
38.09
|
|
|
|
|
|
|||
Forfeited or expired
|
(612
|
)
|
|
51.03
|
|
|
|
|
|
|||
Outstanding as of December 31, 2012
|
5,638
|
|
|
$
|
57.58
|
|
|
2.2
|
|
$
|
11
|
|
Exercisable as of December 31, 2012
|
5,509
|
|
|
$
|
58.48
|
|
|
2.2
|
|
$
|
8
|
|
|
Shares
(in thousands)
|
|
Weighted-Average
Grant Date Fair
Value
|
|||
Restricted Stock Awards:
|
|
|
|
|||
Outstanding as of December 31, 2010
|
5,801
|
|
|
$
|
43.21
|
|
Vested
|
(1,509
|
)
|
|
42.96
|
|
|
Forfeited
|
(127
|
)
|
|
44.59
|
|
|
Outstanding as of December 31, 2011
|
4,165
|
|
|
43.25
|
|
|
Vested
|
(1,497
|
)
|
|
42.87
|
|
|
Forfeited
|
(66
|
)
|
|
44.64
|
|
|
Outstanding as of December 31, 2012
|
2,602
|
|
|
$
|
43.44
|
|
|
Shares
(in thousands)
|
|
Weighted-Average
Grant Date Fair
Value
|
|||
Deferred Stock Awards:
|
|
|
|
|||
Outstanding as of December 31, 2010
|
6,191
|
|
|
$
|
46.71
|
|
Granted
|
5,468
|
|
|
41.92
|
|
|
Vested
|
(2,361
|
)
|
|
52.86
|
|
|
Forfeited
|
(345
|
)
|
|
41.99
|
|
|
Outstanding as of December 31, 2011
|
8,953
|
|
|
42.34
|
|
|
Granted
|
11,405
|
|
|
38.48
|
|
|
Vested
|
(5,123
|
)
|
|
43.46
|
|
|
Forfeited
|
(421
|
)
|
|
39.27
|
|
|
Outstanding as of December 31, 2012
|
14,814
|
|
|
$
|
39.08
|
|
|
Shares
(in thousands)
|
|
Weighted-Average
Grant Date Fair
Value
|
|||
Performance Awards:
|
|
|
|
|||
Outstanding as of December 31, 2010
|
1,120
|
|
|
$
|
43.89
|
|
Granted
|
1,906
|
|
|
42.28
|
|
|
Forfeited
|
(173
|
)
|
|
42.90
|
|
|
Paid out
|
(224
|
)
|
|
46.03
|
|
|
Outstanding as of December 31, 2011
|
2,629
|
|
|
42.52
|
|
|
Granted
|
764
|
|
|
37.78
|
|
|
Forfeited
|
(200
|
)
|
|
42.59
|
|
|
Paid out
|
(646
|
)
|
|
44.07
|
|
|
Outstanding as of December 31, 2012
|
2,547
|
|
|
$
|
40.70
|
|
Note
15
.
|
Regulatory Matters
|
|
Regulatory Guidelines
(1)
|
|
State Street
|
|
State Street Bank
|
||||||||||||||||
(Dollars in millions)
|
Minimum
|
|
Well
Capitalized
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||
Risk-based ratios:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tier 1 capital
|
4
|
%
|
|
6
|
%
|
|
19.1
|
%
|
|
18.8
|
%
|
|
17.3
|
%
|
|
17.6
|
%
|
||||
Total capital
|
8
|
|
|
10
|
|
|
20.6
|
|
|
20.5
|
|
|
19.1
|
|
|
19.6
|
|
||||
Tier 1 leverage ratio
|
4
|
|
|
5
|
|
|
7.1
|
|
|
7.3
|
|
|
6.3
|
|
|
6.7
|
|
||||
Total shareholders’ equity
|
|
|
|
|
$
|
20,869
|
|
|
$
|
19,398
|
|
|
$
|
19,681
|
|
|
$
|
18,494
|
|
||
Trust preferred capital securities
|
|
|
|
|
950
|
|
|
950
|
|
|
—
|
|
|
—
|
|
||||||
Net unrealized (gain) loss on available-for-sale securities and cash flow hedges
|
|
|
|
|
(525
|
)
|
|
395
|
|
|
(523
|
)
|
|
398
|
|
||||||
Recognition of pension plan funded status
|
|
|
|
|
283
|
|
|
248
|
|
|
277
|
|
|
245
|
|
||||||
Goodwill
|
|
|
|
|
(5,977
|
)
|
|
(5,645
|
)
|
|
(5,679
|
)
|
|
(5,353
|
)
|
||||||
Other intangible assets
|
|
|
|
|
(2,539
|
)
|
|
(2,459
|
)
|
|
(2,392
|
)
|
|
(2,297
|
)
|
||||||
Deferred tax liability associated with acquisitions
|
|
|
|
|
699
|
|
|
757
|
|
|
680
|
|
|
737
|
|
||||||
Tier 1 capital
|
|
|
|
|
13,760
|
|
|
13,644
|
|
|
12,044
|
|
|
12,224
|
|
||||||
Qualifying subordinated debt
|
|
|
|
|
1,219
|
|
|
1,339
|
|
|
1,223
|
|
|
1,343
|
|
||||||
Allowances for on- and off-balance sheet credit exposures
|
|
|
|
|
39
|
|
|
40
|
|
|
39
|
|
|
40
|
|
||||||
Unrealized gain on available-for-sale equity securities
|
|
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tier 2 capital
|
|
|
|
|
1,260
|
|
|
1,379
|
|
|
1,262
|
|
|
1,383
|
|
||||||
Deduction for investments in finance subsidiaries
|
|
|
|
|
(191
|
)
|
|
(181
|
)
|
|
—
|
|
|
—
|
|
||||||
Total capital
|
|
|
|
|
$
|
14,829
|
|
|
$
|
14,842
|
|
|
$
|
13,306
|
|
|
$
|
13,607
|
|
||
Adjusted total risk-weighted assets and market risk equivalent assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
On-balance sheet assets
|
|
|
|
|
$
|
58,238
|
|
|
$
|
52,642
|
|
|
$
|
55,949
|
|
|
$
|
49,659
|
|
||
Off-balance sheet equivalent assets
|
|
|
|
|
13,155
|
|
|
19,115
|
|
|
13,144
|
|
|
19,109
|
|
||||||
Market risk equivalent assets
|
|
|
|
|
519
|
|
|
661
|
|
|
445
|
|
|
611
|
|
||||||
Total
|
|
|
|
|
$
|
71,912
|
|
|
$
|
72,418
|
|
|
$
|
69,538
|
|
|
$
|
69,379
|
|
||
Adjusted quarterly average assets
|
|
|
|
|
$
|
192,817
|
|
|
$
|
186,336
|
|
|
$
|
189,780
|
|
|
$
|
183,086
|
|
(1)
|
State Street Bank must comply with the regulatory guideline for “well capitalized” in order for the parent company to maintain its status as a financial holding company, including maintaining a minimum tier 1 risk-based capital ratio of
6%
, a minimum total risk-based capital ratio of
10%
, and a minimum tier 1 leverage ratio of
5%
. The “well capitalized” guideline requires us to maintain a minimum tier 1 risk-based capital ratio of
6%
and a minimum total risk-based capital ratio of
10%
.
|
(In millions)
|
December 31,
2012 |
|
December 31,
2011 |
||||
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Interest-rate contracts
(1)
:
|
|
|
|
||||
Swap agreements and forwards
|
$
|
1,578
|
|
|
$
|
238,008
|
|
Options and caps purchased
|
68
|
|
|
1,431
|
|
||
Options and caps written
|
68
|
|
|
1,324
|
|
||
Futures
|
1,910
|
|
|
66,620
|
|
||
Foreign exchange contracts:
|
|
|
|
||||
Forward, swap and spot
|
897,354
|
|
|
1,033,045
|
|
||
Options purchased
|
9,454
|
|
|
11,215
|
|
||
Options written
|
8,734
|
|
|
12,342
|
|
||
Credit derivative contracts:
|
|
|
|
||||
Credit swap agreements
|
27
|
|
|
105
|
|
||
Other:
|
|
|
|
||||
Stable value contracts
|
33,512
|
|
|
40,963
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
||||
Interest-rate contracts:
|
|
|
|
||||
Swap agreements
|
3,153
|
|
|
3,872
|
|
||
Foreign exchange contracts:
|
|
|
|
||||
Forward and swap
|
3,477
|
|
|
2,613
|
|
|
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
(In millions)
|
Fair
Value
Hedges
|
|
Cash
Flow
Hedges
|
|
Total
|
|
Fair
Value
Hedges
|
|
Cash
Flow
Hedges
|
|
Total
|
||||||||||||
Investment securities available for sale
|
$
|
1,573
|
|
|
$
|
130
|
|
|
$
|
1,703
|
|
|
$
|
1,298
|
|
|
$
|
124
|
|
|
$
|
1,422
|
|
Long-term debt
(1)
|
1,450
|
|
|
—
|
|
|
1,450
|
|
|
2,450
|
|
|
—
|
|
|
2,450
|
|
||||||
Total
|
$
|
3,023
|
|
|
$
|
130
|
|
|
$
|
3,153
|
|
|
$
|
3,748
|
|
|
$
|
124
|
|
|
$
|
3,872
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
||||||||
|
Contractual
Rates
|
|
Rate Including
Impact of Hedges
|
|
Contractual
Rates
|
|
Rate Including
Impact of Hedges
|
||||
Long-term debt
|
4.01
|
%
|
|
3.17
|
%
|
|
3.64
|
%
|
|
3.22
|
%
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
December 31, 2012
|
|
December 31, 2012
|
||||||||
(In millions)
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Other assets
|
|
$
|
9,243
|
|
|
Other liabilities
|
|
$
|
9,067
|
|
Interest-rate contracts
|
Other assets
|
|
61
|
|
|
Other liabilities
|
|
61
|
|
||
Other derivative contracts
|
Other assets
|
|
—
|
|
|
Other liabilities
|
|
9
|
|
||
Total
|
|
|
$
|
9,304
|
|
|
|
|
$
|
9,137
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Interest-rate contracts
|
Other assets
|
|
$
|
162
|
|
|
Other liabilities
|
|
$
|
284
|
|
Foreign exchange contracts
|
Other assets
|
|
135
|
|
|
Other liabilities
|
|
17
|
|
||
Total
|
|
|
$
|
297
|
|
|
|
|
$
|
301
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
December 31, 2011
|
|
December 31, 2011
|
||||||||
(In millions)
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Other assets
|
|
$
|
12,210
|
|
|
Other liabilities
|
|
$
|
12,315
|
|
Interest-rate contracts
|
Other assets
|
|
1,682
|
|
|
Other liabilities
|
|
1,688
|
|
||
Other derivative contracts
|
Other assets
|
|
1
|
|
|
Other liabilities
|
|
10
|
|
||
Total
|
|
|
$
|
13,893
|
|
|
|
|
$
|
14,013
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Interest-rate contracts
|
Other assets
|
|
$
|
123
|
|
|
Other liabilities
|
|
$
|
293
|
|
Foreign exchange contracts
|
Other assets
|
|
3
|
|
|
Other liabilities
|
|
37
|
|
||
Total
|
|
|
$
|
126
|
|
|
|
|
$
|
330
|
|
|
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)
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Derivatives not designated as hedging instruments
(1)
:
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
Trading services revenue
|
|
$
|
576
|
|
|
$
|
641
|
|
|
$
|
618
|
|
Foreign exchange contracts
|
Processing fees and other revenue
|
|
(2
|
)
|
|
7
|
|
|
(4
|
)
|
|||
Interest-rate contracts
|
Trading services revenue
|
|
(86
|
)
|
|
21
|
|
|
7
|
|
|||
Interest-rate contracts
|
Processing fees and other revenue
|
|
6
|
|
|
—
|
|
|
10
|
|
|||
Total
|
|
|
$
|
494
|
|
|
$
|
669
|
|
|
$
|
631
|
|
(1)
|
Losses on derivatives related to book-value protection provided to stable value funds are recorded in other expenses, and totaled approximately $
5 million
for the year ended
December 31, 2010
. There were no losses related to stable value funds for the years ended
December 31, 2012
and
2011
.
|
|
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
|
||||||||||||||||||||
(In millions)
|
|
|
Years Ended December 31,
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||
Derivatives designated as fair value hedges:
|
|
|
2012
|
|
2011
|
|
2010
|
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Foreign exchange contracts
|
Processing fees and
other revenue
|
|
$
|
34
|
|
|
$
|
(161
|
)
|
|
$
|
—
|
|
|
Investment securities
|
|
Processing fees and
other revenue
|
|
$
|
(34
|
)
|
|
$
|
161
|
|
|
$
|
—
|
|
Interest-rate contracts
|
Processing fees and
other revenue
|
|
50
|
|
|
75
|
|
|
57
|
|
|
Long-term debt
|
|
Processing fees and
other revenue
|
|
(45
|
)
|
|
(70
|
)
|
|
(49
|
)
|
||||||
Interest-rate contracts
|
Processing fees and
other revenue
|
|
11
|
|
|
(165
|
)
|
|
(43
|
)
|
|
Available-for-sale securities
|
|
Processing fees and
other revenue
|
|
(17
|
)
|
|
153
|
|
|
40
|
|
||||||
Total
|
|
|
$
|
95
|
|
|
$
|
(251
|
)
|
|
$
|
14
|
|
|
|
|
|
|
$
|
(96
|
)
|
|
$
|
244
|
|
|
$
|
(9
|
)
|
|
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)
|
2012
|
|
2011
|
|
2010
|
|
|
|
2012
|
|
2011
|
|
2010
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest-rate contracts
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
7
|
|
|
Net interest revenue
|
|
$
|
(5
|
)
|
|
$
|
(7
|
)
|
|
$
|
(7
|
)
|
|
Net interest revenue
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
5
|
|
Foreign exchange contracts
|
122
|
|
|
—
|
|
|
—
|
|
|
Net interest revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Net interest revenue
|
|
6
|
|
|
—
|
|
|
—
|
|
|||||||||
Total
|
$
|
126
|
|
|
$
|
9
|
|
|
$
|
7
|
|
|
|
|
$
|
(5
|
)
|
|
$
|
(7
|
)
|
|
$
|
(7
|
)
|
|
|
|
$
|
9
|
|
|
$
|
3
|
|
|
$
|
5
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Interest revenue:
|
|
|
|
|
|
||||||
Deposits with banks
|
$
|
141
|
|
|
$
|
149
|
|
|
$
|
93
|
|
Investment securities:
|
|
|
|
|
|
||||||
U.S. Treasury and federal agencies
|
799
|
|
|
775
|
|
|
682
|
|
|||
State and political subdivisions
|
215
|
|
|
221
|
|
|
222
|
|
|||
Other investments
|
1,552
|
|
|
1,493
|
|
|
2,109
|
|
|||
Securities purchased under resale agreements
|
51
|
|
|
28
|
|
|
24
|
|
|||
Loans and leases
(1)
|
253
|
|
|
278
|
|
|
329
|
|
|||
Other interest-earning assets
|
3
|
|
|
2
|
|
|
3
|
|
|||
Total interest revenue
|
3,014
|
|
|
2,946
|
|
|
3,462
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Deposits
|
166
|
|
|
220
|
|
|
213
|
|
|||
Short-term borrowings
(1)
|
73
|
|
|
96
|
|
|
257
|
|
|||
Long-term debt
|
222
|
|
|
289
|
|
|
286
|
|
|||
Other interest-bearing liabilities
|
15
|
|
|
8
|
|
|
7
|
|
|||
Total interest expense
|
476
|
|
|
613
|
|
|
763
|
|
|||
Net interest revenue
|
$
|
2,538
|
|
|
$
|
2,333
|
|
|
$
|
2,699
|
|
(1)
|
Amounts for 2010 included
$67 million
of interest revenue and interest expense related to the third-party asset-backed securitization trusts consolidated into our financial statements on January 1, 2010 in connection with our adoption of new GAAP. These trusts were de-consolidated in June 2010.
|
Note 18.
|
Employee Benefits
|
|
Primary U.S.
and Non-U.S.
Defined
Benefit Plans
|
|
Post-Retirement
Plan
|
||||||||||||
December 31,
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
Benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Beginning of year
|
$
|
1,017
|
|
|
$
|
905
|
|
|
$
|
112
|
|
|
$
|
114
|
|
Service cost
|
11
|
|
|
9
|
|
|
6
|
|
|
6
|
|
||||
Interest cost
|
45
|
|
|
47
|
|
|
5
|
|
|
6
|
|
||||
Employee contributions
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Plan amendments
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||
Acquisitions and transfers
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
||||
Actuarial losses (gains)
|
85
|
|
|
67
|
|
|
14
|
|
|
(5
|
)
|
||||
Benefits paid
|
(36
|
)
|
|
(28
|
)
|
|
(6
|
)
|
|
(9
|
)
|
||||
Expenses paid
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Foreign currency translation
|
10
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||
End of year
|
$
|
1,129
|
|
|
$
|
1,017
|
|
|
$
|
132
|
|
|
$
|
112
|
|
|
|
|
|
|
|
|
|
||||||||
Plan assets at fair value:
|
|
|
|
|
|
|
|
||||||||
Beginning of year
|
$
|
928
|
|
|
$
|
884
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
70
|
|
|
50
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
104
|
|
|
8
|
|
|
6
|
|
|
9
|
|
||||
Acquisitions and transfers
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(36
|
)
|
|
(28
|
)
|
|
(6
|
)
|
|
(9
|
)
|
||||
Expenses paid
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Plan settlements
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation
|
11
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||
End of year
|
$
|
1,075
|
|
|
$
|
928
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Accrued benefit expense:
|
|
|
|
|
|
|
|
||||||||
Funded status (plan assets less benefit obligations)
|
$
|
(54
|
)
|
|
$
|
(89
|
)
|
|
$
|
(132
|
)
|
|
$
|
(112
|
)
|
Net accrued benefit expense
|
$
|
(54
|
)
|
|
$
|
(89
|
)
|
|
$
|
(132
|
)
|
|
$
|
(112
|
)
|
|
Primary U.S.
and Non-U.S.
Defined
Benefit Plans
|
|
Post-
Retirement
Plan
|
||||||||||||
(In millions)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Amounts recognized in consolidated statement of condition as of December 31:
|
|
|
|
|
|
|
|
||||||||
Non-current assets
|
$
|
40
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(1
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
(6
|
)
|
||||
Non-current liabilities
|
(93
|
)
|
|
(133
|
)
|
|
(124
|
)
|
|
(106
|
)
|
||||
Net accrued amount recognized in statement of condition
|
$
|
(54
|
)
|
|
$
|
(89
|
)
|
|
$
|
(132
|
)
|
|
$
|
(112
|
)
|
Amounts recognized in accumulated other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Net loss
|
(365
|
)
|
|
(307
|
)
|
|
(49
|
)
|
|
(36
|
)
|
||||
Accumulated other comprehensive loss
|
(365
|
)
|
|
(307
|
)
|
|
(46
|
)
|
|
(33
|
)
|
||||
Cumulative employer contributions in excess of net periodic benefit cost
|
311
|
|
|
218
|
|
|
(86
|
)
|
|
(79
|
)
|
||||
Net obligation recognized in our consolidated statement of condition
|
$
|
(54
|
)
|
|
$
|
(89
|
)
|
|
$
|
(132
|
)
|
|
$
|
(112
|
)
|
Accumulated benefit obligation
|
$
|
1,105
|
|
|
$
|
999
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actuarial assumptions (U.S. Plans):
|
|
|
|
|
|
|
|
||||||||
Used to determine benefit obligations as of December 31:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
3.75
|
%
|
|
4.50
|
%
|
|
3.75
|
%
|
|
4.50
|
%
|
||||
Used to determine periodic benefit cost for the years ended December 31:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
4.50
|
%
|
|
5.50
|
%
|
|
4.50
|
%
|
|
5.50
|
%
|
||||
Rate of increase for future compensation
|
—
|
|
|
4.50
|
|
|
—
|
|
|
—
|
|
||||
Expected long-term rate of return on plan assets
|
6.75
|
|
|
7.25
|
|
|
—
|
|
|
—
|
|
||||
Assumed health care cost trend rates as of December 31:
|
|
|
|
|
|
|
|
||||||||
Cost trend rate assumed for next year
|
—
|
|
|
—
|
|
|
8.08
|
%
|
|
7.80
|
%
|
||||
Rate to which the cost trend rate is assumed to decline
|
—
|
|
|
—
|
|
|
4.50
|
|
|
4.50
|
|
||||
Year that the rate reaches the ultimate trend rate
|
—
|
|
|
—
|
|
|
2029
|
|
|
2029
|
|
(In millions)
|
Primary U.S.
and Non-U.S.
Defined
Benefit Plans
|
|
Non-
Qualified
SERPs
|
|
Post-Retirement
Plan
|
||||||
2013
|
$
|
33
|
|
|
$
|
15
|
|
|
$
|
8
|
|
2014
|
34
|
|
|
14
|
|
|
8
|
|
|||
2015
|
36
|
|
|
15
|
|
|
8
|
|
|||
2016
|
37
|
|
|
14
|
|
|
8
|
|
|||
2017
|
27
|
|
|
13
|
|
|
8
|
|
|||
2018-2022
|
183
|
|
|
59
|
|
|
43
|
|
|
Fair-Value Measurements on a Recurring Basis
as of December 31, 2012 |
|||||||||||||
(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)
|
|
Total Net
Carrying Value
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
U.S. Pension Plan
|
|
|
|
|
|
|
|
|||||||
Investments in pooled investment funds:
|
|
|
|
|
|
|
|
|||||||
Domestic large cap equity
|
—
|
|
|
$
|
144
|
|
|
$
|
—
|
|
|
$
|
144
|
|
Domestic small cap equity
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||
Developed international equities
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
|||
Emerging markets equity
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|||
Investment grade fixed-income
|
—
|
|
|
390
|
|
|
—
|
|
|
390
|
|
|||
High yield fixed-income
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||
Real estate investment trusts
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|||
Alternative investments (commingled fund)
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||
Alternative investments (fund of funds)
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
|||
Private equity
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||
Cash
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||
Total U.S. Pension Plan
|
—
|
|
|
738
|
|
|
21
|
|
|
759
|
|
|||
|
|
|
|
|
|
|
|
|||||||
U.K. Pension Plan
|
|
|
|
|
|
|
|
|||||||
Investments in pooled investment funds:
|
|
|
|
|
|
|
|
|||||||
Developed international equity
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|||
U.K. fixed-income
|
—
|
|
|
177
|
|
|
—
|
|
|
177
|
|
|||
Emerging market index
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||
Alternative investments
|
—
|
|
|
—
|
|
|
39
|
|
|
39
|
|
|||
Total U.K. Pension Plan
|
—
|
|
|
216
|
|
|
39
|
|
|
255
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Other Non-U.S. Pension Plans (Excluding U.K.)
|
|
|
|
|
|
|
|
|||||||
Insurance group annuity contracts
|
—
|
|
|
—
|
|
|
61
|
|
|
61
|
|
|||
Total Other Non-U.S. Pension Plans (Excluding U.K.)
|
—
|
|
|
—
|
|
|
61
|
|
|
61
|
|
|||
Total assets carried at fair value
|
—
|
|
|
$
|
954
|
|
|
$
|
121
|
|
|
$
|
1,075
|
|
|
Fair-Value Measurements Using Significant Unobservable Inputs
Year Ended December 31, 2012 |
||||||||||||||
|
U.S. Pension Plan
|
|
U.K. Pension Plan
|
|
Non-U.S. Pension Plans
(Excluding U.K.)
|
||||||||||
(In millions)
|
Alternative
Investments
|
|
Private
Equity
|
|
Alternative
Investments
|
|
Insurance group
annuity contract
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fair value as of December 31, 2011
|
$
|
19
|
|
|
$
|
2
|
|
|
$
|
32
|
|
|
$
|
57
|
|
Purchases and sales, net
|
—
|
|
|
—
|
|
|
3
|
|
|
4
|
|
||||
Unrealized gains
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Fair value as of December 31, 2012
|
$
|
19
|
|
|
$
|
2
|
|
|
$
|
39
|
|
|
$
|
61
|
|
|
Fair-Value Measurements on a Recurring Basis
as of December 31, 2011 |
||||||||||||||
(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)
|
|
Total Net
Carrying Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
U.S. Pension Plan
|
|
|
|
|
|
|
|
||||||||
Investments in pooled investment funds:
|
|
|
|
|
|
|
|
||||||||
Domestic large cap equity
|
—
|
|
|
$
|
129
|
|
|
$
|
—
|
|
|
$
|
129
|
|
|
Domestic small cap equity
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||
Developed international equities
|
—
|
|
|
62
|
|
|
—
|
|
|
62
|
|
||||
Emerging markets equity
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
||||
Investment grade fixed-income
|
—
|
|
|
311
|
|
|
—
|
|
|
311
|
|
||||
High yield fixed-income
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
||||
Real estate investment trusts
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||
Alternative investments (commingled fund)
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||
Alternative investments (fund of funds)
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Cash
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Total U.S. Pension Plan
|
—
|
|
|
599
|
|
|
21
|
|
|
620
|
|
||||
|
|
|
|
|
|
|
|
||||||||
U.K. Pension Plan
|
|
|
|
|
|
|
|
||||||||
Investments in insurance vehicles:
|
|
|
|
|
|
|
|
||||||||
Developed international equity
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||
U.K. fixed-income
|
—
|
|
|
187
|
|
|
—
|
|
|
187
|
|
||||
Emerging market index
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||
Alternative investments
|
—
|
|
|
—
|
|
|
32
|
|
|
32
|
|
||||
Total U.K. Pension Plan
|
—
|
|
|
219
|
|
|
32
|
|
|
251
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other Non-U.S. Pension Plans (Excluding U.K.)
|
|
|
|
|
|
|
|
||||||||
Insurance group annuity contracts
|
—
|
|
|
—
|
|
|
57
|
|
|
57
|
|
||||
Total Other Non-U.S. Pension Plans (Excluding U.K.)
|
—
|
|
|
—
|
|
|
57
|
|
|
57
|
|
||||
Total assets carried at fair value
|
$
|
—
|
|
|
$
|
818
|
|
|
$
|
110
|
|
|
$
|
928
|
|
|
Fair-Value Measurements Using Significant Unobservable Inputs
Year Ended December 31, 2011 |
||||||||||||||
|
U.S. Pension Plan
|
|
U.K. Pension Plan
|
|
Non-U.S. Pension Plans
(Excluding U.K.)
|
||||||||||
(In millions)
|
Alternative
Investments
|
|
Private
Equity
|
|
Alternative
Investments
|
|
Insurance group
annuity contract
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fair value as of December 31, 2010
|
$
|
19
|
|
|
$
|
2
|
|
|
$
|
33
|
|
|
$
|
36
|
|
Purchases and sales, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
24
|
|
||||
Unrealized losses
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||
Fair value as of December 31, 2011
|
$
|
19
|
|
|
$
|
2
|
|
|
$
|
32
|
|
|
$
|
57
|
|
|
Non-Qualified SERPs
|
||||||
(In millions)
|
2012
|
|
2011
|
||||
Benefit obligations:
|
|
|
|
||||
Beginning of year
|
$
|
173
|
|
|
$
|
165
|
|
Service cost
|
1
|
|
|
1
|
|
||
Interest cost
|
7
|
|
|
8
|
|
||
Actuarial gain
|
13
|
|
|
23
|
|
||
Benefits paid
|
(2
|
)
|
|
(2
|
)
|
||
Settlements
|
(20
|
)
|
|
(22
|
)
|
||
End of year
|
$
|
172
|
|
|
$
|
173
|
|
|
|
|
|
||||
Accrued benefit expense:
|
|
|
|
||||
Funded status (plan assets less benefit obligations)
|
$
|
(172
|
)
|
|
$
|
(173
|
)
|
Net accrued benefit expense
|
$
|
(172
|
)
|
|
$
|
(173
|
)
|
Amounts recognized in consolidated statement of condition as of December 31:
|
|
|
|
||||
Current liabilities
|
$
|
(15
|
)
|
|
$
|
(27
|
)
|
Non-current liabilities
|
(157
|
)
|
|
(146
|
)
|
||
Net accrued amount recognized in our consolidated statement of condition
|
$
|
(172
|
)
|
|
$
|
(173
|
)
|
|
|
|
|
||||
Amounts recognized in accumulated other comprehensive income:
|
|
|
|
||||
Net loss
|
$
|
(59
|
)
|
|
$
|
(58
|
)
|
Accumulated other comprehensive loss
|
(59
|
)
|
|
(58
|
)
|
||
Cumulative employer contributions in excess of net periodic benefit cost
|
(113
|
)
|
|
(115
|
)
|
||
Net obligation recognized in our consolidated statement of condition
|
$
|
(172
|
)
|
|
$
|
(173
|
)
|
|
|
|
|
||||
Accumulated benefit obligation
|
$
|
172
|
|
|
$
|
173
|
|
|
|
|
|
||||
Actuarial assumptions:
|
|
|
|
||||
Assumptions used to determine benefit obligations and periodic benefit costs are consistent with those noted for the post-retirement plan, with the following exceptions:
|
|
|
|
||||
Rate of increase for future compensation—SERPs
|
—
|
%
|
|
—
|
%
|
||
Rate of increase for future compensation—Executive SERPs
|
10.00
|
|
|
10.00
|
|
|
Primary U.S. and Non-U.S.
Defined Benefit Plans
|
|
Post-Retirement
Plan
|
||||||||||||||||||||
Years Ended December 31,
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
11
|
|
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
5
|
|
Interest cost
|
45
|
|
|
47
|
|
|
44
|
|
|
5
|
|
|
6
|
|
|
6
|
|
||||||
Assumed return on plan assets
|
(59
|
)
|
|
(58
|
)
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net loss
|
17
|
|
|
12
|
|
|
7
|
|
|
1
|
|
|
1
|
|
|
2
|
|
||||||
Net periodic benefit cost
|
12
|
|
|
10
|
|
|
7
|
|
|
12
|
|
|
13
|
|
|
13
|
|
||||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Total expense
|
$
|
12
|
|
|
$
|
10
|
|
|
$
|
7
|
|
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
13
|
|
Estimated amounts that will be amortized from accumulated other comprehensive income over the next fiscal year:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
$
|
(24
|
)
|
|
$
|
(17
|
)
|
|
$
|
(13
|
)
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
Estimated amortization
|
$
|
(24
|
)
|
|
$
|
(17
|
)
|
|
$
|
(13
|
)
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
Non-Qualified SERPs
|
||||||||||
Years Ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
(In millions)
|
|
|
|
|
|
||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
7
|
|
|
8
|
|
|
10
|
|
|||
Amortization of net loss
|
5
|
|
|
3
|
|
|
5
|
|
|||
Net periodic benefit cost
|
13
|
|
|
12
|
|
|
16
|
|
|||
Settlements
|
6
|
|
|
7
|
|
|
8
|
|
|||
Total expense
|
$
|
19
|
|
|
$
|
19
|
|
|
$
|
24
|
|
Estimated amounts that will be amortized from accumulated other comprehensive income over the next fiscal year:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(6
|
)
|
|
$
|
(5
|
)
|
|
$
|
(3
|
)
|
Estimated amortization
|
$
|
(6
|
)
|
|
$
|
(5
|
)
|
|
$
|
(3
|
)
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Acquisition costs, net
|
$
|
26
|
|
|
$
|
16
|
|
|
$
|
96
|
|
Restructuring charges, net
|
199
|
|
|
253
|
|
|
156
|
|
|||
Total acquisition and restructuring costs
|
$
|
225
|
|
|
$
|
269
|
|
|
$
|
252
|
|
(In millions)
|
Employee-
Related
Costs
|
|
Real Estate
Consolidation
|
|
Information Technology
Costs
|
|
Fixed-Income Trading Portfolio
|
|
Asset and Other Write-Offs
|
|
Total
|
||||||||||||
Balance as of December 31, 2011
|
$
|
162
|
|
|
$
|
39
|
|
|
$
|
33
|
|
|
$
|
38
|
|
|
$
|
15
|
|
|
$
|
287
|
|
Accruals for Business Operations and Information Technology Transformation program
|
27
|
|
|
20
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
67
|
|
||||||
Net accruals for 2011 expense control measures
|
3
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
5
|
|
|
(1
|
)
|
||||||
Accruals for 2012 expense control measures
|
129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
133
|
|
||||||
Payments and adjustments
|
(126
|
)
|
|
(10
|
)
|
|
(48
|
)
|
|
(29
|
)
|
|
(11
|
)
|
|
(224
|
)
|
||||||
Balance as of December 31, 2012
|
$
|
195
|
|
|
$
|
49
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
262
|
|
Note 21.
|
Other Expenses
|
Note 22.
|
Income Taxes
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
153
|
|
|
$
|
49
|
|
|
$
|
(885
|
)
|
State
|
65
|
|
|
54
|
|
|
15
|
|
|||
Non-U.S.
|
262
|
|
|
295
|
|
|
156
|
|
|||
Total current expense (benefit)
|
480
|
|
|
398
|
|
|
(714
|
)
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
262
|
|
|
134
|
|
|
745
|
|
|||
State
|
26
|
|
|
8
|
|
|
141
|
|
|||
Non-U.S.
|
(63
|
)
|
|
76
|
|
|
358
|
|
|||
Total deferred expense
|
225
|
|
|
218
|
|
|
1,244
|
|
|||
Total income tax expense
|
$
|
705
|
|
|
$
|
616
|
|
|
$
|
530
|
|
(In millions)
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
||||
Foreign currency translation
|
$
|
—
|
|
|
$
|
2
|
|
Unrealized losses on investment securities, net
|
131
|
|
|
651
|
|
||
Deferred compensation
|
175
|
|
|
162
|
|
||
Defined benefit pension plan
|
155
|
|
|
180
|
|
||
Restructuring charges and other reserves
|
172
|
|
|
141
|
|
||
Real estate
|
20
|
|
|
28
|
|
||
General business credits
|
76
|
|
|
34
|
|
||
Non-U.S. earnings
|
—
|
|
|
14
|
|
||
Other
|
63
|
|
|
56
|
|
||
Total deferred tax assets
|
792
|
|
|
1,268
|
|
||
Valuation allowance for deferred tax assets
|
(28
|
)
|
|
(19
|
)
|
||
Deferred tax assets, net of valuation allowance
|
$
|
764
|
|
|
$
|
1,249
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Leveraged lease financing
|
$
|
370
|
|
|
$
|
397
|
|
Fixed and intangible assets
|
1,099
|
|
|
1,067
|
|
||
Non-U.S. earnings
|
118
|
|
|
—
|
|
||
Foreign currency translation
|
56
|
|
|
—
|
|
||
Other
|
81
|
|
|
21
|
|
||
Total deferred tax liabilities
|
$
|
1,724
|
|
|
$
|
1,485
|
|
|
2012
|
|
2011
|
|
2010
|
|||
U.S. federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Changes from statutory rate:
|
|
|
|
|
|
|||
State taxes, net of federal benefit
|
1.8
|
|
|
2.0
|
|
|
1.2
|
|
Tax-exempt income
|
(2.6
|
)
|
|
(2.9
|
)
|
|
(3.6
|
)
|
Tax credits
|
(2.8
|
)
|
|
(1.5
|
)
|
|
(1.3
|
)
|
Foreign tax differential
|
(5.5
|
)
|
|
(4.3
|
)
|
|
(3.6
|
)
|
Transactions related to investment securities
(1)
|
—
|
|
|
(4.1
|
)
|
|
(2.3
|
)
|
Other, net
|
(.4
|
)
|
|
.1
|
|
|
—
|
|
Effective tax rate
|
25.5
|
%
|
|
24.3
|
%
|
|
25.4
|
%
|
(1)
|
Amounts for 2011 and 2010 represented the effect of discrete tax benefits attributable to costs incurred in terminating former conduit asset structures; amount for 2010 also included the partial write-off of a deferred tax asset associated with certain investment securities sold in connection with our December 2010 investment portfolio repositioning.
|
(In millions)
|
2012
|
|
2011
|
||||
Balance at beginning of year
|
$
|
125
|
|
|
$
|
446
|
|
Decrease related to agreements with tax authorities
|
(45
|
)
|
|
(322
|
)
|
||
Increase related to tax positions taken during current year
|
2
|
|
|
1
|
|
||
Increase related to tax positions taken during prior year
|
13
|
|
|
—
|
|
||
Balance at end of year
|
$
|
95
|
|
|
$
|
125
|
|
(Dollars in millions, except per share amounts)
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
$
|
2,061
|
|
|
$
|
1,920
|
|
|
$
|
1,556
|
|
Less:
|
|
|
|
|
|
||||||
Preferred stock dividends
(1)
|
(29
|
)
|
|
(20
|
)
|
|
—
|
|
|||
Dividends and undistributed earnings allocated to participating securities
(2)
|
(13
|
)
|
|
(18
|
)
|
|
(16
|
)
|
|||
Net income available to common shareholders
|
$
|
2,019
|
|
|
$
|
1,882
|
|
|
$
|
1,540
|
|
|
|
|
|
|
|
||||||
Average common shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic average common shares
|
474,458
|
|
|
492,598
|
|
|
495,394
|
|
|||
Effect of dilutive securities: common stock options and common stock awards
|
6,671
|
|
|
3,474
|
|
|
2,530
|
|
|||
Diluted average common shares
|
481,129
|
|
|
496,072
|
|
|
497,924
|
|
|||
Anti-dilutive securities
(3)
|
5,619
|
|
|
2,382
|
|
|
10,316
|
|
|||
|
|
|
|
|
|
||||||
Earnings per Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.25
|
|
|
$
|
3.82
|
|
|
$
|
3.11
|
|
Diluted
(4)
|
4.20
|
|
|
3.79
|
|
|
3.09
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||||||||||||||||||||||
(Dollars in millions,
except where otherwise noted)
|
Investment
Servicing
|
|
Investment
Management
|
|
Other
|
|
Total
|
||||||||||||||||||||||||||||||||||||||||
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||||||
Fee revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Servicing fees
|
$
|
4,414
|
|
|
$
|
4,382
|
|
|
$
|
3,938
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,414
|
|
|
$
|
4,382
|
|
|
$
|
3,938
|
|
Management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
993
|
|
|
917
|
|
|
829
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
993
|
|
|
917
|
|
|
829
|
|
||||||||||||
Trading services
|
1,010
|
|
|
1,220
|
|
|
1,106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,010
|
|
|
1,220
|
|
|
1,106
|
|
||||||||||||
Securities finance
|
363
|
|
|
333
|
|
|
265
|
|
|
42
|
|
|
45
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
405
|
|
|
378
|
|
|
318
|
|
||||||||||||
Processing fees and other
|
161
|
|
|
195
|
|
|
225
|
|
|
105
|
|
|
102
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
266
|
|
|
297
|
|
|
349
|
|
||||||||||||
Total fee revenue
|
5,948
|
|
|
6,130
|
|
|
5,534
|
|
|
1,140
|
|
|
1,064
|
|
|
1,006
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,088
|
|
|
7,194
|
|
|
6,540
|
|
||||||||||||
Net interest revenue
|
2,456
|
|
|
2,231
|
|
|
2,553
|
|
|
82
|
|
|
102
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,538
|
|
|
2,333
|
|
|
2,699
|
|
||||||||||||
Gains (losses) related to investment securities, net
|
69
|
|
|
67
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
(344
|
)
|
|
23
|
|
|
67
|
|
|
(286
|
)
|
||||||||||||
Total revenue
|
8,473
|
|
|
8,428
|
|
|
8,145
|
|
|
1,222
|
|
|
1,166
|
|
|
1,152
|
|
|
(46
|
)
|
|
—
|
|
|
(344
|
)
|
|
9,649
|
|
|
9,594
|
|
|
8,953
|
|
||||||||||||
Provision for loan losses
|
(3
|
)
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
25
|
|
||||||||||||
Expenses from operations
|
6,033
|
|
|
5,890
|
|
|
5,430
|
|
|
872
|
|
|
899
|
|
|
753
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
6,905
|
|
|
6,789
|
|
|
6,176
|
|
||||||||||||
Securities lending charge
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
414
|
|
||||||||||||
Claims resolution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
—
|
|
||||||||||||
Provisions for litigation exposure and other costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
—
|
|
||||||||||||
Acquisition and restructuring costs, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|
269
|
|
|
252
|
|
|
225
|
|
|
269
|
|
|
252
|
|
||||||||||||
Total expenses
|
6,033
|
|
|
5,890
|
|
|
5,505
|
|
|
872
|
|
|
899
|
|
|
1,092
|
|
|
(19
|
)
|
|
269
|
|
|
245
|
|
|
6,886
|
|
|
7,058
|
|
|
6,842
|
|
||||||||||||
Income (loss) before income tax expense
|
$
|
2,443
|
|
|
$
|
2,538
|
|
|
$
|
2,615
|
|
|
$
|
350
|
|
|
$
|
267
|
|
|
$
|
60
|
|
|
$
|
(27
|
)
|
|
$
|
(269
|
)
|
|
$
|
(589
|
)
|
|
$
|
2,766
|
|
|
$
|
2,536
|
|
|
$
|
2,086
|
|
Pre-tax margin
|
29
|
%
|
|
30
|
%
|
|
32
|
%
|
|
29
|
%
|
|
23
|
%
|
|
5
|
%
|
|
|
|
|
|
|
|
29
|
%
|
|
26
|
%
|
|
23
|
%
|
|||||||||||||||
Average assets (in billions)
|
$
|
189.8
|
|
|
$
|
170.4
|
|
|
$
|
146.9
|
|
|
$
|
4.0
|
|
|
$
|
4.4
|
|
|
$
|
5.1
|
|
|
|
|
|
|
|
|
$
|
193.8
|
|
|
$
|
174.8
|
|
|
$
|
152.0
|
|
(In millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Total fee revenue
|
$
|
2,917
|
|
|
$
|
3,004
|
|
|
$
|
2,661
|
|
Net interest revenue
|
953
|
|
|
966
|
|
|
725
|
|
|||
Gains (Losses) related to investment securities, net
|
(40
|
)
|
|
(25
|
)
|
|
449
|
|
|||
Total revenue
|
3,830
|
|
|
3,945
|
|
|
3,835
|
|
|||
Expenses
|
3,118
|
|
|
3,215
|
|
|
2,719
|
|
|||
Income before income taxes
|
712
|
|
|
730
|
|
|
1,116
|
|
|||
Income tax expense
|
187
|
|
|
192
|
|
|
305
|
|
|||
Net income
|
$
|
525
|
|
|
$
|
538
|
|
|
$
|
811
|
|
(In millions)
|
2012
|
|
2011
|
||||
Interest-bearing deposits with banks
|
$
|
20,665
|
|
|
$
|
10,772
|
|
Investment securities
|
28,977
|
|
|
25,376
|
|
||
Other assets
|
7,040
|
|
|
10,246
|
|
||
Total non-U.S. assets
|
$
|
56,682
|
|
|
$
|
46,394
|
|
Note 26.
|
Parent Company Financial Statements
|
Years ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
(In millions)
|
|
|
|
|
|
||||||
Cash dividends from consolidated banking subsidiary
|
$
|
1,785
|
|
|
$
|
—
|
|
|
$
|
1,400
|
|
Cash dividends from consolidated non-banking subsidiaries and unconsolidated entities
|
68
|
|
|
60
|
|
|
100
|
|
|||
Other, net
|
38
|
|
|
34
|
|
|
9
|
|
|||
Total revenue
|
1,891
|
|
|
94
|
|
|
1,509
|
|
|||
Interest expense
|
163
|
|
|
203
|
|
|
162
|
|
|||
Other expenses
|
85
|
|
|
60
|
|
|
421
|
|
|||
Total expenses
|
248
|
|
|
263
|
|
|
583
|
|
|||
Income tax benefit
|
(63
|
)
|
|
(125
|
)
|
|
(93
|
)
|
|||
Income (loss) before equity in undistributed income of consolidated subsidiaries and unconsolidated entities
|
1,706
|
|
|
(44
|
)
|
|
1,019
|
|
|||
Equity in undistributed income of consolidated subsidiaries and unconsolidated entities:
|
|
|
|
|
|
||||||
Consolidated banking subsidiary
|
173
|
|
|
1,773
|
|
|
484
|
|
|||
Consolidated non-banking subsidiaries and unconsolidated entities
|
182
|
|
|
191
|
|
|
53
|
|
|||
Net income
|
$
|
2,061
|
|
|
$
|
1,920
|
|
|
$
|
1,556
|
|
As of December 31,
|
2012
|
|
2011
|
||||
(In millions)
|
|
|
|
||||
Assets:
|
|
|
|
||||
Interest-bearing deposits with consolidated banking subsidiary
|
$
|
3,799
|
|
|
$
|
4,914
|
|
Trading account assets
|
155
|
|
|
138
|
|
||
Investment securities available for sale
|
28
|
|
|
25
|
|
||
Investments in subsidiaries:
|
|
|
|
||||
Consolidated banking subsidiary
|
19,805
|
|
|
18,724
|
|
||
Consolidated non-banking subsidiaries
|
2,563
|
|
|
2,340
|
|
||
Unconsolidated entities
|
458
|
|
|
326
|
|
||
Notes and other receivables from:
|
|
|
|
||||
Consolidated banking subsidiary
|
746
|
|
|
618
|
|
||
Consolidated non-banking subsidiaries and unconsolidated entities
|
258
|
|
|
302
|
|
||
Other assets
|
294
|
|
|
994
|
|
||
Total assets
|
$
|
28,106
|
|
|
$
|
28,381
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Commercial paper
|
$
|
2,318
|
|
|
$
|
2,384
|
|
Accrued taxes, expenses and other liabilities due to third parties
|
313
|
|
|
276
|
|
||
Long-term debt
|
4,606
|
|
|
6,323
|
|
||
Total liabilities
|
7,237
|
|
|
8,983
|
|
||
Shareholders’ equity
|
20,869
|
|
|
19,398
|
|
||
Total liabilities and shareholders’ equity
|
$
|
28,106
|
|
|
$
|
28,381
|
|
Years ended December 31,
|
2012
|
|
2011
|
|
2010
|
||||||
(In millions)
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
$
|
2,605
|
|
|
$
|
(571
|
)
|
|
$
|
1,453
|
|
|
|
|
|
|
|
||||||
Investing Activities:
|
|
|
|
|
|
||||||
Net decrease (increase) in interest-bearing deposits with consolidated banking subsidiary
|
1,115
|
|
|
144
|
|
|
(831
|
)
|
|||
Proceeds from sales and maturities of available-for-sale securities
|
—
|
|
|
—
|
|
|
1
|
|
|||
Investments in consolidated non-banking subsidiaries and unconsolidated entities
|
(68
|
)
|
|
(648
|
)
|
|
(277
|
)
|
|||
Sale of investment in non-banking subsidiaries and unconsolidated entities
|
28
|
|
|
39
|
|
|
127
|
|
|||
Business acquisitions
|
(2
|
)
|
|
(51
|
)
|
|
(141
|
)
|
|||
Net cash provided by (used in) investing activities
|
1,073
|
|
|
(516
|
)
|
|
(1,121
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities:
|
|
|
|
|
|
||||||
Net decrease in short-term borrowings
|
(500
|
)
|
|
—
|
|
|
—
|
|
|||
Net (decrease) increase in commercial paper
|
(66
|
)
|
|
(415
|
)
|
|
22
|
|
|||
Proceeds from issuance of long-term debt, net of issuance costs
|
—
|
|
|
1,986
|
|
|
—
|
|
|||
Payments for long-term debt
|
(1,750
|
)
|
|
—
|
|
|
(300
|
)
|
|||
Proceeds from issuance of preferred stock, net of issuance costs
|
488
|
|
|
500
|
|
|
—
|
|
|||
Proceeds related to common stock awards and option exercises
|
154
|
|
|
49
|
|
|
10
|
|
|||
Purchases of common stock
|
(1,440
|
)
|
|
(675
|
)
|
|
—
|
|
|||
Repurchases of common stock for employee tax withholding
|
(101
|
)
|
|
(63
|
)
|
|
(44
|
)
|
|||
Payments for cash dividends
|
(463
|
)
|
|
(295
|
)
|
|
(20
|
)
|
|||
Net cash provided by (used in) financing activities
|
(3,678
|
)
|
|
1,087
|
|
|
(332
|
)
|
|||
Net change
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and due from banks at beginning of year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and due from banks at end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Years ended December 31,
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||||||||
(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 non-U.S. banks
|
$
|
17,518
|
|
|
$
|
116
|
|
|
.66
|
%
|
|
$
|
10,736
|
|
|
$
|
126
|
|
|
1.17
|
%
|
|
$
|
8,567
|
|
|
$
|
80
|
|
|
.94
|
%
|
Interest-bearing deposits with U.S. banks
|
9,305
|
|
|
25
|
|
|
.26
|
|
|
9,505
|
|
|
23
|
|
|
.25
|
|
|
4,983
|
|
|
13
|
|
|
.26
|
|
||||||
Securities purchased under resale agreements
|
7,243
|
|
|
51
|
|
|
.71
|
|
|
4,686
|
|
|
28
|
|
|
.61
|
|
|
2,957
|
|
|
24
|
|
|
.83
|
|
||||||
Trading account assets
|
651
|
|
|
—
|
|
|
—
|
|
|
2,013
|
|
|
—
|
|
|
—
|
|
|
376
|
|
|
—
|
|
|
—
|
|
||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. Treasury and federal agencies
|
34,576
|
|
|
800
|
|
|
2.31
|
|
|
32,517
|
|
|
775
|
|
|
2.38
|
|
|
28,028
|
|
|
682
|
|
|
2.43
|
|
||||||
State and political subdivisions
(1)
|
7,346
|
|
|
338
|
|
|
4.60
|
|
|
6,875
|
|
|
347
|
|
|
5.05
|
|
|
6,444
|
|
|
349
|
|
|
5.43
|
|
||||||
Other investments
|
71,988
|
|
|
1,552
|
|
|
2.16
|
|
|
63,683
|
|
|
1,493
|
|
|
2.34
|
|
|
61,651
|
|
|
2,109
|
|
|
3.42
|
|
||||||
Loans
|
10,404
|
|
|
211
|
|
|
2.03
|
|
|
10,834
|
|
|
222
|
|
|
2.05
|
|
|
10,557
|
|
|
268
|
|
|
2.54
|
|
||||||
Lease financing
(1)
|
1,206
|
|
|
42
|
|
|
3.54
|
|
|
1,346
|
|
|
58
|
|
|
4.28
|
|
|
1,537
|
|
|
63
|
|
|
4.07
|
|
||||||
Other interest-earning assets
|
7,378
|
|
|
3
|
|
|
.04
|
|
|
5,462
|
|
|
2
|
|
|
.03
|
|
|
1,156
|
|
|
3
|
|
|
.24
|
|
||||||
Total interest-earning assets
(1)
|
167,615
|
|
|
3,138
|
|
|
1.88
|
|
|
147,657
|
|
|
3,074
|
|
|
2.84
|
|
|
126,256
|
|
|
3,591
|
|
|
2.78
|
|
||||||
Cash and due from banks
|
3,811
|
|
|
|
|
|
|
3,436
|
|
|
|
|
|
|
2,781
|
|
|
|
|
|
||||||||||||
Other assets
|
22,384
|
|
|
|
|
|
|
23,665
|
|
|
|
|
|
|
22,920
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
193,810
|
|
|
|
|
|
|
$
|
174,758
|
|
|
|
|
|
|
$
|
151,957
|
|
|
|
|
|
|||||||||
Liabilities and shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Time
|
$
|
7,245
|
|
|
$
|
16
|
|
|
.17
|
%
|
|
$
|
3,626
|
|
|
$
|
11
|
|
|
.30
|
%
|
|
$
|
8,485
|
|
|
$
|
37
|
|
|
.43
|
%
|
Savings
|
2,088
|
|
|
3
|
|
|
.15
|
|
|
423
|
|
|
—
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
—
|
|
||||||
Non-U.S.
|
89,059
|
|
|
147
|
|
|
.16
|
|
|
84,011
|
|
|
209
|
|
|
.25
|
|
|
68,326
|
|
|
176
|
|
|
.26
|
|
||||||
Total interest-bearing deposits
|
98,392
|
|
|
166
|
|
|
.17
|
|
|
88,060
|
|
|
220
|
|
|
.25
|
|
|
76,958
|
|
|
213
|
|
|
.28
|
|
||||||
Securities sold under repurchase agreements
|
7,697
|
|
|
1
|
|
|
.01
|
|
|
9,040
|
|
|
10
|
|
|
.11
|
|
|
8,108
|
|
|
4
|
|
|
.05
|
|
||||||
Federal funds purchased
|
784
|
|
|
1
|
|
|
.09
|
|
|
845
|
|
|
—
|
|
|
—
|
|
|
1,759
|
|
|
1
|
|
|
.05
|
|
||||||
Other short-term borrowings
|
4,676
|
|
|
71
|
|
|
1.52
|
|
|
5,134
|
|
|
86
|
|
|
1.67
|
|
|
13,590
|
|
|
252
|
|
|
1.86
|
|
||||||
Long-term debt
|
7,008
|
|
|
222
|
|
|
3.17
|
|
|
8,966
|
|
|
289
|
|
|
3.22
|
|
|
8,681
|
|
|
286
|
|
|
3.30
|
|
||||||
Other interest-bearing liabilities
|
5,898
|
|
|
15
|
|
|
.26
|
|
|
3,535
|
|
|
8
|
|
|
.24
|
|
|
940
|
|
|
7
|
|
|
.69
|
|
||||||
Total interest-bearing liabilities
|
124,455
|
|
|
476
|
|
|
.39
|
|
|
115,580
|
|
|
613
|
|
|
.53
|
|
|
110,036
|
|
|
763
|
|
|
.69
|
|
||||||
Noninterest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Special time
|
1,203
|
|
|
|
|
|
|
691
|
|
|
|
|
|
|
500
|
|
|
|
|
|
||||||||||||
Demand
|
34,850
|
|
|
|
|
|
|
24,847
|
|
|
|
|
|
|
13,126
|
|
|
|
|
|
||||||||||||
Non-U.S.
(2)
|
459
|
|
|
|
|
|
|
387
|
|
|
|
|
|
|
253
|
|
|
|
|
|
||||||||||||
Other liabilities
|
12,660
|
|
|
|
|
|
|
13,890
|
|
|
|
|
|
|
11,682
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
20,183
|
|
|
|
|
|
|
19,363
|
|
|
|
|
|
|
16,360
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
$
|
193,810
|
|
|
|
|
|
|
$
|
174,758
|
|
|
|
|
|
|
$
|
151,957
|
|
|
|
|
|
|||||||||
Net interest revenue
|
|
|
$
|
2,662
|
|
|
|
|
|
|
$
|
2,461
|
|
|
|
|
|
|
$
|
2,828
|
|
|
|
|||||||||
Excess of rate earned over rate paid
|
|
|
|
|
1.49
|
%
|
|
|
|
|
|
1.55
|
%
|
|
|
|
|
|
2.15
|
%
|
||||||||||||
Net interest margin
(3)
|
|
|
|
|
1.59
|
|
|
|
|
|
|
1.67
|
|
|
|
|
|
|
2.24
|
|
(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 revenue 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%, adjusted for applicable state income taxes, net of the related federal tax benefit. The fully taxable-equivalent adjustments included in interest revenue presented above were
$124 million
,
$128 million
and
$129 million
for the years ended
December 31, 2012
,
2011
and
2010
, respectively, and were substantially related to tax-exempt securities (state and political subdivisions).
|
(2)
|
Non-U.S. noninterest-bearing deposits were
$330 million
,
$194 million
and
$25 million
as of
December 31, 2012
,
2011
and
2010
, respectively.
|
(3)
|
Net interest margin is calculated as fully taxable-equivalent net interest revenue divided by average total interest-earning assets.
|
Years ended December 31,
|
2012 Compared to 2011
|
|
2011 Compared to 2010
|
||||||||||||||||||||
(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 revenue related to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits with non-U.S. banks
|
$
|
79
|
|
|
$
|
(89
|
)
|
|
$
|
(10
|
)
|
|
$
|
21
|
|
|
$
|
25
|
|
|
$
|
46
|
|
Interest-bearing deposits with U.S. banks
|
—
|
|
|
2
|
|
|
2
|
|
|
11
|
|
|
(1
|
)
|
|
10
|
|
||||||
Securities purchased under resale agreements
|
16
|
|
|
7
|
|
|
23
|
|
|
14
|
|
|
(10
|
)
|
|
4
|
|
||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and federal agencies
|
49
|
|
|
(24
|
)
|
|
25
|
|
|
109
|
|
|
(16
|
)
|
|
93
|
|
||||||
State and political subdivisions
|
24
|
|
|
(33
|
)
|
|
(9
|
)
|
|
24
|
|
|
(26
|
)
|
|
(2
|
)
|
||||||
Other investments
|
195
|
|
|
(136
|
)
|
|
59
|
|
|
69
|
|
|
(685
|
)
|
|
(616
|
)
|
||||||
Loans
|
(9
|
)
|
|
(2
|
)
|
|
(11
|
)
|
|
7
|
|
|
(53
|
)
|
|
(46
|
)
|
||||||
Lease financing
|
(7
|
)
|
|
(9
|
)
|
|
(16
|
)
|
|
(8
|
)
|
|
3
|
|
|
(5
|
)
|
||||||
Other interest-earning assets
|
1
|
|
|
—
|
|
|
1
|
|
|
10
|
|
|
(11
|
)
|
|
(1
|
)
|
||||||
Total interest-earning assets
|
348
|
|
|
(284
|
)
|
|
64
|
|
|
257
|
|
|
(774
|
)
|
|
(517
|
)
|
||||||
Interest expense related to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Time
|
16
|
|
|
(11
|
)
|
|
5
|
|
|
(21
|
)
|
|
(5
|
)
|
|
(26
|
)
|
||||||
Savings
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-U.S.
|
12
|
|
|
(74
|
)
|
|
(62
|
)
|
|
41
|
|
|
(8
|
)
|
|
33
|
|
||||||
Securities sold under repurchase agreements
|
(2
|
)
|
|
(7
|
)
|
|
(9
|
)
|
|
1
|
|
|
5
|
|
|
6
|
|
||||||
Federal funds purchased
|
1
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Other short-term borrowings
|
(8
|
)
|
|
(7
|
)
|
|
(15
|
)
|
|
(157
|
)
|
|
(9
|
)
|
|
(166
|
)
|
||||||
Long-term debt
|
(63
|
)
|
|
(4
|
)
|
|
(67
|
)
|
|
10
|
|
|
(7
|
)
|
|
3
|
|
||||||
Other interest-bearing liabilities
|
6
|
|
|
1
|
|
|
7
|
|
|
17
|
|
|
(16
|
)
|
|
1
|
|
||||||
Total interest-bearing liabilities
|
(38
|
)
|
|
(99
|
)
|
|
(137
|
)
|
|
(110
|
)
|
|
(40
|
)
|
|
(150
|
)
|
||||||
Net interest revenue
|
$
|
386
|
|
|
$
|
(185
|
)
|
|
$
|
201
|
|
|
$
|
367
|
|
|
$
|
(734
|
)
|
|
$
|
(367
|
)
|
|
2012 Quarters
|
|
2011 Quarters
|
||||||||||||||||||||||||||||
(Dollars and shares in millions,
except per share amounts)
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||||||||||
Total fee revenue
|
$
|
1,806
|
|
|
$
|
1,719
|
|
|
$
|
1,778
|
|
|
$
|
1,785
|
|
|
$
|
1,667
|
|
|
$
|
1,844
|
|
|
$
|
1,892
|
|
|
$
|
1,791
|
|
Interest revenue
|
733
|
|
|
730
|
|
|
786
|
|
|
765
|
|
|
765
|
|
|
728
|
|
|
719
|
|
|
734
|
|
||||||||
Interest expense
|
111
|
|
|
111
|
|
|
114
|
|
|
140
|
|
|
159
|
|
|
150
|
|
|
147
|
|
|
157
|
|
||||||||
Net interest revenue
|
622
|
|
|
619
|
|
|
672
|
|
|
625
|
|
|
606
|
|
|
578
|
|
|
572
|
|
|
577
|
|
||||||||
Gains (Losses) related to investment securities, net
|
21
|
|
|
18
|
|
|
(27
|
)
|
|
11
|
|
|
42
|
|
|
5
|
|
|
27
|
|
|
(7
|
)
|
||||||||
Total revenue
|
2,449
|
|
|
2,356
|
|
|
2,423
|
|
|
2,421
|
|
|
2,315
|
|
|
2,427
|
|
|
2,491
|
|
|
2,361
|
|
||||||||
Provision for loan losses
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
||||||||
Total expenses
|
1,864
|
|
|
1,415
|
|
|
1,772
|
|
|
1,835
|
|
|
1,784
|
|
|
1,798
|
|
|
1,774
|
|
|
1,702
|
|
||||||||
Income before income tax expense
|
587
|
|
|
941
|
|
|
652
|
|
|
586
|
|
|
532
|
|
|
629
|
|
|
715
|
|
|
660
|
|
||||||||
Income tax expense
|
117
|
|
|
267
|
|
|
162
|
|
|
159
|
|
|
151
|
|
|
74
|
|
|
202
|
|
|
189
|
|
||||||||
Net income
|
$
|
470
|
|
|
$
|
674
|
|
|
$
|
490
|
|
|
$
|
427
|
|
|
$
|
381
|
|
|
$
|
555
|
|
|
$
|
513
|
|
|
$
|
471
|
|
Net income available to common shareholders
|
$
|
468
|
|
|
$
|
654
|
|
|
$
|
480
|
|
|
$
|
417
|
|
|
$
|
371
|
|
|
$
|
543
|
|
|
$
|
502
|
|
|
$
|
466
|
|
Earnings per common share
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
1.02
|
|
|
$
|
1.39
|
|
|
$
|
1.00
|
|
|
$
|
.86
|
|
|
$
|
.77
|
|
|
$
|
1.11
|
|
|
$
|
1.01
|
|
|
$
|
.94
|
|
Diluted
|
1.00
|
|
|
1.36
|
|
|
.98
|
|
|
.85
|
|
|
.76
|
|
|
1.10
|
|
|
1.00
|
|
|
.93
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
459
|
|
|
472
|
|
|
481
|
|
|
485
|
|
|
485
|
|
|
491
|
|
|
497
|
|
|
497
|
|
||||||||
Diluted
|
467
|
|
|
480
|
|
|
489
|
|
|
490
|
|
|
490
|
|
|
495
|
|
|
501
|
|
|
501
|
|
||||||||
Dividends per common share
|
$
|
.24
|
|
|
$
|
.24
|
|
|
$
|
.24
|
|
|
$
|
.24
|
|
|
$
|
.18
|
|
|
$
|
.18
|
|
|
$
|
.18
|
|
|
$
|
.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stock price:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
47.30
|
|
|
$
|
45.09
|
|
|
$
|
47.13
|
|
|
$
|
47.20
|
|
|
$
|
42.24
|
|
|
$
|
46.94
|
|
|
$
|
47.64
|
|
|
$
|
50.26
|
|
Low
|
41.09
|
|
|
38.95
|
|
|
39.27
|
|
|
38.21
|
|
|
29.86
|
|
|
30.19
|
|
|
42.10
|
|
|
42.06
|
|
||||||||
Closing
|
47.01
|
|
|
41.96
|
|
|
44.64
|
|
|
45.50
|
|
|
40.31
|
|
|
32.16
|
|
|
45.09
|
|
|
44.94
|
|
(1)
|
Basic and diluted earnings per common share for full-year 2012, and basic earnings per common share for full-year 2011, do not equal the sum of the four quarters for each year.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
(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))
|
||||
Plan category:
|
|
|
|
|
|
|
||||
Equity compensation plans approved by shareholders
|
22,957
|
|
(2)
|
|
$
|
57.78
|
|
|
25,483
|
|
Equity compensation plans not approved by shareholders
|
42
|
|
(3)
|
|
|
|
|
—
|
|
|
Total
|
22,999
|
|
|
|
|
|
|
25,483
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
STATE STREET CORPORATION
|
|
|
|
|
|
By
|
/s/ E
DWARD
J. R
ESCH
|
|
|
EDWARD J. RESCH,
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
By
|
/s/ J
AMES
J. M
ALERBA
|
|
|
JAMES J. MALERBA,
|
|
|
Executive Vice President,
Corporate Controller and
Chief Accounting Officer
|
/s/ J
OSEPH
L. H
OOLEY
|
|
|
/s/ E
DWARD
J. R
ESCH
|
JOSEPH L. HOOLEY,
|
|
|
EDWARD J. RESCH,
|
Chairman, President and Chief Executive Officer; Director
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
|
|
/s/ J
AMES
J. M
ALERBA
|
|
|
|
JAMES J. MALERBA,
|
|
|
|
Executive Vice President,
Corporate Controller and
Chief Accounting Officer
|
/s/ J
OSEPH
L. H
OOLEY
|
|
|
|
JOSEPH L. HOOLEY
|
|
|
|
|
|
|
|
/s/ K
ENNETT
F. B
URNES
|
|
|
/s/ R
OBERT
S. K
APLAN
|
KENNETT F. BURNES
|
|
|
ROBERT S. KAPLAN
|
|
|
|
|
/s/ P
ETER
C
OYM
|
|
|
/s/ R
ICHARD
P. S
ERGEL
|
PETER COYM
|
|
|
RICHARD P. SERGEL
|
|
|
|
|
/s/ P
ATRICK
de
S
AINT
-A
IGNAN
|
|
|
/s/ R
ONALD
L. S
KATES
|
PATRICK de SAINT-AIGNAN
|
|
|
RONALD L. SKATES
|
|
|
|
|
/s/ A
MELIA
C. F
AWCETT
|
|
|
/s/ G
REGORY
L. S
UMME
|
AMELIA C. FAWCETT
|
|
|
GREGORY L. SUMME
|
|
|
|
|
/s/ D
AVID
P. G
RUBER
|
|
|
/s/ R
OBERT
E. W
EISSMAN
|
DAVID P. GRUBER
|
|
|
ROBERT E. WEISSMAN
|
|
|
|
|
/s/ L
INDA
A. H
ILL
|
|
|
/s/ T
HOMAS
J. W
ILSON
|
LINDA A. HILL
|
|
|
THOMAS J. WILSON
|
|
3.1
|
|
Restated Articles of Organization, as amended (filed as Exhibit 4.1 to State Street's Registration Statement on Form S-8 filed with the SEC on August 31, 2012 and incorporated herein by reference)
|
|
|
|
|
|
3.2
|
|
By-Laws, as amended (filed as Exhibit 3.3 to State Street’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed with the SEC on August 10, 2009 and incorporated herein by reference)
|
|
|
|
|
|
4.1
|
|
The description of State Street’s Common Stock is included in State Street’s Registration Statement on Form 8-A, as filed on January 18, 1995 and March 7, 1995 (filed with the SEC on January 18, 1995 and March 7, 1995 and incorporated herein by reference)
|
|
|
|
|
|
4.2
|
|
Deposit Agreement, dated August 21, 2012, among State Street Corporation, American Stock Transfer & Trust Company, LLC and the holders from time to time of depositary receipts (filed as Exhibit 4.1 to State Street's Current Report on Form 8-K filed with the SEC on August 21, 2012 and incorporated herein by reference)
|
|
|
|
|
|
|
|
(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.)
|
|
|
|
|
|
10.1†
|
|
State Street’s Management Supplemental Retirement Plan Amended and Restated, as amended
|
|
|
|
|
|
10.2†
|
|
State Street’s Executive Supplemental Retirement Plan (formerly “State Street Supplemental Defined Benefit Pension Plan for Executive Officers”) Amended and Restated, as amended
|
|
|
|
|
|
10.3†
|
|
Supplemental Cash Incentive Plan (filed as Exhibit 10.2 to State Street’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed with the SEC on May 9, 2011 and incorporated herein by reference)
|
|
|
|
|
|
10.4†
|
|
Forms of Amended and Restated Employment Agreements entered into on October 22, 2009 with each of Joseph L. Hooley, Joseph C. Antonellis, James S. Phalen, Scott F. Powers and Edward J. Resch (filed as Exhibit 10.3 to State Street’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on February 22, 2010 and incorporated herein by reference)
|
|
|
|
|
|
10.5†
|
|
State Street’s Executive Compensation Trust Agreement dated December 6, 1996 (Rabbi Trust) (filed as Exhibit 10.5 to State Street’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on February 27, 2009 and incorporated herein by reference)
|
|
|
|
|
|
10.6†
|
|
State Street’s 1997 Equity Incentive Plan, as amended, and forms of awards and agreements thereunder (filed as Exhibit 10.6 to State Street’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on February 27, 2009 and incorporated herein by reference)
|
|
|
|
|
|
10.7†
|
|
State Street’s 2006 Equity Incentive Plan, as amended, and forms of award agreements thereunder
|
|
|
|
|
|
10.8†
|
|
State Street’s 2006 Senior Executive Annual Incentive Plan (filed as Exhibit 10.2 to State Street’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the SEC on May 7, 2010 and incorporated herein by reference)
|
|
|
|
|
|
10.9†
|
|
Forms of Letter Agreements entered into between State Street and each of Joseph L. Hooley, Joseph C. Antonellis, James S. Phalen, Scott F. Powers and Edward J. Resch (filed as Exhibit 99.1 to State Street’s Current Report on Form 8-K filed with the SEC on March 6, 2009 and incorporated herein by reference)
|
|
|
|
|
|
10.10†
|
|
State Street’s Management Supplemental Savings Plan, Amended and Restated, as amended
|
|
|
|
|
|
10.11†
|
|
Deferred Compensation Plan for Directors of State Street Corporation, Restated January 1, 2008, as amended
|
|
|
|
|
|
10.12†
|
|
Deferred Compensation Plan for Directors of State Street Corporation, Restated January 1, 2007, as amended (filed as Exhibit 10.12 to State Street's Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 27, 2012 and incorporated herein by reference)
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10.13†
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Description of compensation arrangements for non-employee directors
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10.14†
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Memorandum of agreement of employment of Edward J. Resch, accepted October 16, 2002 (filed as Exhibit 10.13 to State Street’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on February 27, 2009 and incorporated herein by reference)
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10.15†
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Letter Agreement with Scott F. Powers dated April 1, 2008 (filed as Exhibit 10.15 to State Street's Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on February 28, 2011 and incorporated herein by reference)
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†
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Denotes management contract or compensatory plan or arrangement
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*
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Submitted electronically herewith
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1.
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Purpose
. This Management Supplemental Retirement Plan was adopted effective October 1, 1987 (as the State Street Corporation Supplemental Executive Retirement Plan) in order to increase the overall effectiveness of the Company's executive compensation program so as to attract, retain, and motivate qualified senior management personnel, by providing benefits that are consistent with the particular needs of such personnel, and that are supplemental to benefits provided under the State Street Retirement Plan. The Plan was previously amended and restated, effective January 1, 2008. Except as otherwise specified herein, this document amends and restates the provisions of the Plan, effective January 1, 2008.
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2.
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Status of Plan
. The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA, and shall be interpreted and administered consistent with that intent. The Plan is intended to be operated in accordance with the requirements applicable to a “nonqualified deferred compensation plan” under Section 409A of the Code and the regulations thereunder and shall be interpreted and administered consistent with that intent.
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3.
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Definitions
. When used herein, the following words shall have the meanings indicated below. Terms not defined herein shall have the meanings assigned to them in the State Street Retirement Plan, as from time to time amended and in effect.
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(a)
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Actuarial Equivalent
means a benefit of equal value to the benefit which otherwise would have been provided, determined on the basis of the actuarial assumptions and methods then in use under the Retirement Plan.
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(b)
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Business Day
means each day that the New York Stock Exchange is open for business.
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(c)
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Committee
means the Executive Compensation Committee of the Board of Directors of State Street.
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(d)
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Company
means State Street and, as used herein, shall be deemed to include any subsidiary or affiliate of State Street that is a participating employer under the Retirement Plan.
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(e)
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Disabled
means, for any Participant, that the Participant, prior to Separation from Service, as determined in the sole discretion of the Committee:
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(i)
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is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or
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(ii)
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is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 6 months under an accident and health plan covering employees of the Employer.
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(f)
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Executive Plan
means the State Street Corporation Executive Supplemental Retirement Plan (formerly the State Street Corporation Supplemental Defined Benefit Pension Plan), as amended and restated January 1, 2008.
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(g)
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Participant
means any individual described in Section 4.
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(h)
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Plan
means this State Street Corporation Management Supplemental Retirement Plan (formerly the State Street Corporation Supplemental Executive Retirement Plan), as from time to time amended and in effect.
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(i)
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Retirement Plan
means the State Street Retirement Plan, as from time to time amended and in effect.
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(j)
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Retirement Plan Benefit
means the benefit actually payable under the Retirement Plan to a Participant or a Participant's Beneficiary.
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(k)
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Separation from Service
means a separation from service, within the meaning of Treas. Regs. §1.409A-1(h), with State Street and any other company that would be treated as a single employer with State Street under the first sentence of Treas. Regs. §1.409A-1(h)(3); and correlative terms shall be construed to have a corresponding meaning.
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(l)
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Supplemental Plan Benefit
means the benefit payable to a Participant or a Beneficiary hereunder.
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4.
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Participation
. Any individual who was participating in the Plan as of December 31, 2007 (including, for the avoidance of doubt, any individual with vested but unpaid benefits under the Plan) shall be a Participant in the Plan effective January 1, 2008. Participation in the plan is terminable by the Committee in its discretion upon written notice to the Participant and termination shall be effective as of the date contained therein, but in no event earlier than the date of such notice. Notwithstanding anything herein to the contrary, no individual may become a Participant under this Plan after December 31, 2007.
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5.
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Amount of Benefits
. Benefits shall be payable hereunder only to (a) Participants who have a Separation from Service on or after their Normal Retirement Date, and their Spouses or other Beneficiaries; (b) Participants who have a Separation from Service prior to January 1, 2008 after having completed at least five years of Vesting Service, or on or after January 1, 2008 after having completed at least three years of Vesting Service, and their Spouses or other Beneficiaries; (c) Participants who become Disabled, and their Spouses or other Beneficiaries; and (d) Spouses or other Beneficiaries of Participants who die while employed by the Company. Benefits hereunder shall be paid in an amount equal to (1) minus the sum of (2) and (3), where:
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(1)
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is the lump-sum Actuarial Equivalent of the Participant's Retirement Plan Benefit as it would be determined under the applicable provisions of the Retirement Plan applied without regard to any provision of the Retirement Plan or any requirement imposed by law upon qualified pension plans which limits the benefits under the Retirement Plan to any maximum amount (including, without limitation, the provisions of Section 415 of the Code) and without regard to any such provision of the Retirement Plan or of law which limits the amount of annual compensation of a Participant which may be taken into account
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(2)
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is the lump-sum Actuarial Equivalent of the Participant's actual Retirement Plan Benefit; and
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(3)
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is the portion, if any, of the amount determined under (1) above that is determined with reference to Basic Credits under Section 4.4(b) of the Retirement Plan, to the extent such portion reflects Base Pay in excess of $500,000.
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6.
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Time and Form of Payment
. Benefits under the Plan shall be paid as follows:
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(a)
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A Participant whose Supplemental Plan Benefit commenced prior to January 1, 2008 shall continue to receive his or her benefits in same form after January 1, 2008.
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(b)
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A Participant who has a Separation from Service on or after January 1, 2008 shall be paid his or her Supplemental Plan Benefit in a single lump sum on the first business day after the date that follows the Participant's Separation from Service by six months.
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(c)
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A Participant who had a Separation from Service prior to January 1, 2008 but whose Supplemental Plan Benefit has not been paid or commenced prior to January 1, 2009 shall be paid his or her Supplemental Plan Benefit in a single lump sum on July 1, 2009.
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(d)
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Notwithstanding paragraphs (b) and (c) above, a Participant who is entitled to payment under the Executive Plan and whose Supplemental Plan Benefit has not been paid or commenced prior to January 1, 2008 shall be paid his or her Supplemental Plan Benefit in three equal installments, on (i) the first Business Day after the date that follows the date of the Participant's Separation from Service by six months, (ii) the first anniversary of the date of the Participant's Separation from Service (or if such date is not a Business Day, the immediately following Business Day), and (iii) the second anniversary of the date of the Participant's Separation from Service (or if such date is not a Business Day, the immediately following Business Day).
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(e)
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Notwithstanding paragraphs (b), (c) and (d) above, if a Participant becomes Disabled and remains Disabled through the payment date specified in (i) or (ii) below, the Participant's unpaid Supplemental Plan Benefit shall be distributed as follows:
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(i)
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if the Participant is entitled to benefits under the Executive Plan payable pursuant to the provisions set forth in Exhibit A to the Executive Plan, then upon the Participant's becoming Disabled before benefits have commenced under paragraph (d), and provided the Participant remains Disabled through the first payment date described in this paragraph (e)(ii), the Participant's Supplemental Plan Benefit shall be paid in three equal installments, with the first installment being paid by the later of (A) the end of the calendar year in which the Participant becomes Disabled, and (B) the fifteenth day of the third month following the date on which the Participant
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(ii)
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if the Participant is not entitled to benefits under the Executive Plan payable pursuant to the provisions set forth in Exhibit A to the Executive Plan, the Participant's unpaid Supplemental Plan Benefit shall be paid in a single lump sum, by the later of (A) the end of the calendar year in which the Participant becomes Disabled, and (B) the fifteenth day of the third month following the date on which the Participant becomes Disabled,
provided
the Participant has remained Disabled through the date of payment.
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(f)
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Notwithstanding paragraphs (b), (c), (d) and (e) above, a Participant's unpaid Supplemental Plan Benefit shall be distributed in a single lump sum cash payment to the Participant's Beneficiary or Beneficiaries as soon as practicable (and in all events within 90 days) following the Participant's death.
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(g)
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Notwithstanding anything to the contrary in the Plan, in the event a Participant who has Separated from Service subsequently returns to employment with the Company, payment of the Participant's Supplemental Plan Benefit accrued prior to such Separation from Service shall not be suspended or otherwise delayed.
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7.
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Administration and Claims
. The complete authority to control and manage the operation and administration of the Plan shall be placed in the Committee. The determination of the Committee as to any disputed question shall be conclusive. All actions, decisions and interpretations of the Committee shall be performed in a uniform and non-discriminatory manner. The Committee has established the procedures set forth on Exhibit A for determining claims for benefits under the Plan. The Committee may modify or update Exhibit A from time to time without any amendment under Section 9 being required.
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8.
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Miscellaneous
.
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(a)
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Source of payments
. All payments hereunder shall be paid from the general assets of State Street, including for this purpose, if State Street in its sole discretion so determines, assets of one or more trusts established to assist in the payment of benefits hereunder. Any trust established pursuant to the preceding sentence shall provide that trust assets remain subject to the employer's general creditors in the event of insolvency or bankruptcy and shall otherwise contain such terms as are necessary to ensure that they do not constitute a “funding” of the Plan for purposes of the Code or ERISA.
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(b)
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Certain tax matters
. Payments hereunder shall be reduced by required tax withholdings. If any portion of a Participant's Supplemental Plan Benefit is determined by the Committee to be includible by reason of Section 409A in a Participant's or Beneficiary's income prior to the time provided for payment under paragraph 6 above, such portion shall be paid to the Participant or Beneficiary as soon as practicable.
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(c)
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Inalienability of benefits
. Except as required by law, no benefit under, or interest in, the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment,
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(d)
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Reclassification of Employment Status
. Notwithstanding anything herein to the contrary, an individual who is not characterized or treated as a common law employee by the Company shall not be eligible to participate in the Plan. However, in the event that such an individual is reclassified or deemed to be reclassified as a common law employee, the individual shall be eligible to participate in the Plan as of the Entry Date coinciding with or next following the reclassification date (to the extent such individual otherwise qualifies as an to participate in the Plan). If the effective date of any such reclassification is prior to the actual date of such reclassification, in no event shall the reclassified individual be eligible to participate in the Plan retroactively to the effective date of such reclassification.
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(e)
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No right of employment
. Nothing contained herein, nor any action taken under the provisions hereof, shall be construed as giving any Participant the right to be retained in the employ of the Company.
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(f)
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Headings
. The headings of the sections in the Plan are placed herein for convenience of reference, and, in the case of any conflict, the text of the Plan, rather than such heading, shall control.
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(g)
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Construction
. The Plan shall be construed, regulated, and administered in accordance with the laws of the Commonwealth of Massachusetts and applicable federal laws.
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9.
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Amendment or Discontinuance
. The Committee may amend or discontinue this Plan at any time without prior notice of intent. However, the Company undertakes to ensure that this Plan will be binding upon any present or future parent, subsidiary or affiliate of the Company or any person, firm or corporation with which the Company may be merged or consolidated or which may acquire all or substantially all of the assets of the Company. No amendment or discontinuance of the Plan shall deprive any Participant who has had a Separation from Service, or any Spouse or other Beneficiary of a deceased Participant, of any Supplemental Plan Benefits to which he or she was entitled under the Plan as in effect immediately prior to such amendment or discontinuance, and no discontinuance or amendment shall adversely affect the Supplemental Plan Benefit accrued hereunder by any Participant prior to the effective date of such amendment. For purposes of this Section 9, the Supplemental Plan Benefit accrued by a Participant at the time of any amendment or discontinuance shall be deemed to be the benefit to which the Participant would have been entitled under the provisions of Section 5 if the Participant had Separated from Service on the date of such amendment or discontinuance.
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1.
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In General
. Any employee or former employee, or any person claiming to be a beneficiary with respect to such a person, may request, with respect to any of the Plans:
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a)
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a benefit payment,
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b)
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a resolution of a disputed amount of benefit payment, or
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c)
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a resolution of a dispute as to whether the person is entitled to the particular form of benefit payment.
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2.
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Effect on Benefit Requests in Due Course.
Each Plan has established procedures for benefit applications, selection of benefit forms, designation of beneficiaries, determination of qualified domestic relations orders, and similar routine requests and inquiries relating to the operation of the Plan.
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a)
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Each claim must be in writing and delivered by hand or first-class mail (including registered or certified mail) to the Plan Administrator, at the following address:
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b)
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The claim must also include sufficient information relating to the identity of the claimant and such other information reasonably necessary to allow the claim to be evaluated.
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c)
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In no event may a claim for benefits be filed by a Claimant more than 120 days after the applicable “Notice Date,” as defined below.
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i)
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In any case where benefits are paid to the Claimant as a lump sum, the Notice Date shall be the date of payment of the lump sum.
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ii)
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In any case where benefits are paid to the Claimant in the form of an annuity or installments, the Notice Date shall be the date of payment of the first installment of the annuity or payment of first installment.
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iii)
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In any case where the Plan (prior to the filing of a claim for benefits) determines that an individual is not entitled to benefits (for example (without limitation) where an individual terminates employment and the Plan determines that he has not vested) and the Plan provides written notice to such person of its determination, the Notice Date shall be the date of the individual's receipt of such notice.
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iv)
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In any case where the Plan provides an individual with a written statement of his account as of a specific date or the amounts credit to, or charged against, his account within a specified period, the Notice Date with regard to matters describe in such statement shall be the date of the receipt of such notice by such individual (or beneficiary).
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a)
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the specific reason or reasons for the denial,
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b)
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reference to the specific Plan provisions on which the denial is based,
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c)
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a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary,
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d)
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reference to and a copy of these Procedures, so as to provide the claimant with a description of the relevant Plan's review procedures and the time limits applicable to such procedures, a description of the claimant's rights regarding documentation as described in Paragraph 9, and
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e)
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a statement of the claimant's rights under Section 502(a) of ERISA to bring a civil action with respect to an adverse determination upon review of an appeal filed under Paragraph 6.
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a)
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the specific reason or reasons for the adverse determination,
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b)
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reference to the specific plan provisions on which the adverse determination was based,
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c)
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reference to and a copy of these Procedures, so as to provide the claimant with a description of the claimant's rights regarding documentation as described in Paragraph 9, and
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d)
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a statement of the claimant's rights under Section 502(a) of ERISA to bring a civil action with respect to the adverse determination.
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a)
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was relied on in determining the claim,
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b)
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was submitted, considered or generated in the course of making such determination (whether or not actually relied on), or
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c)
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demonstrates that such determination was made in accordance with governing Plan documents (including, for this purpose, these Procedures) and that, where appropriate, Plan provisions have been applied consistently with similarly situated claimants.
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10.
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Rights of a Claimant Where Appeal is Denied.
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a)
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The claimant's actual entitlement, if any, to bring suit and the scope of and other rules pertaining to any such suit shall be governed by, and subject to the limitations of, applicable law, including ERISA. By extending to an employee or former employee the right to file a claim under these Procedures, neither State Street nor any person or committee appointed as Plan Administrator acknowledges or concedes that such individual is a participant in any particular Plan within the meaning of such Plan or ERISA, and reserves the right to assert that an individual is not a participant in any action brought under Section 502(a).
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b)
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In no event may any legal proceeding regarding entitlement to benefits or any aspect of benefits under the Plan be commenced later than the earliest of
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i)
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two years after the applicable Notice Date; or
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ii)
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one year after the date a claimant receives a decision from the Appeals Committee regarding his appeal, or
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iii)
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the date otherwise prescribed by applicable law.
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c)
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Before any legal proceeding can be brought, a participant must exhaust the claim appeals procedures as set forth herein.
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1.
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Effective for actions taken on or after August 1, 2012, a new subsection 3(b) is added to Section 3 as follows and all subsequent definitions in this section are renumbered:
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2.
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Effective for beneficiary designations on or after October 1, 2012, a new subsection 3(c) is added to Section 3 as follows and all subsequent definitions in this section are renumbered:
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3.
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Effective for actions taken on or after August 1, 2012, a new subsection 3(k) is added to Section 3 as follows and all subsequent definitions in this section are renumbered:
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4.
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Effective for Separations from Service after October 1, 2012, Section 6(b) is amended in its entirety as follows:
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5.
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Effective for Separations from Service after October 1, 2012, Section 6(d) is amended in its entirety as follows:
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6.
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Effective for Disability determinations after October 1, 2012, Section 6(e)(i) is amended in its entirety as follows:
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7.
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Effective for Disability determinations after October 1, 2012, Section 6(e)(ii) is amended in its entirety as follows:
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8.
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Effective for actions taken on or after August 1, 2012, Section 7 is amended in its entirety as follows:
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9.
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Effective for amendments made on or after August 1, 2012, Section 9 is amended by adding the following as the second sentence thereof:
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ARTICLE 1
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Establishment and Purpose
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1
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1.1
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Restatement
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1
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1.2
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Purpose
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1
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1.3
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Section 409A
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1
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ARTICLE 2
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Definitions
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1
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2.1
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Account
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1
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2.2
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Account Balance
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1
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2.3
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Account Vesting Commencement Date
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1
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2.4
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Active Participant
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1
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2.5
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Administrative Procedures
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1
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2.6
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Administrator
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1
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2.7
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Affiliate
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1
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2.8
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Annual Credit Date
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2
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2.9
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Basic Plan
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2
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2.10
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Beneficiary
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2
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2.11
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Board
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2
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2.12
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Business Day
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2
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2.13
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Cause
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2
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2.14
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Claimant
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2
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2.15
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Code
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2
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2.16
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Committee
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2
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2.17
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Company
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3
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2.18
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Company Credit
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3
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2.19
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Continuing Participant
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3
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2.20
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Credit Date
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3
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2.21
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Default Investment Option
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3
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2.22
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Domestic Partner
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3
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2.23
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Early Retirement
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3
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2.24
|
Early Retirement Age
|
3
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2.25
|
Early Retirement Date
|
3
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2.26
|
Effective Date
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3
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2.27
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Eligible Employee
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3
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2.28
|
Employee
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3
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2.29
|
Employer
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3
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2.30
|
Employment
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3
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|
2.31
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Equity Plan
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3
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|
2.32
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ERISA
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4
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|
2.33
|
ESRP Share Award
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4
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|
2.34
|
Fair Market Value
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4
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|
2.35
|
FICA Amount
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4
|
|
2.36
|
Final Company Credit
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4
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|
2.37
|
Final Credit Date
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4
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|
2.38
|
Impairment.
|
4
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|
2.39
|
Investment Earnings/Losses
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4
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|
2.40
|
Investment Election Form
|
4
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|
2.41
|
Investment Options
|
4
|
|
2.42
|
Normal Retirement
|
4
|
|
2.43
|
Normal Retirement Age
|
4
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|
2.44
|
Normal Retirement Date
|
4
|
|
2.45
|
Operating Group Participant
|
5
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|
2.46
|
Participant
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5
|
|
2.47
|
Plan
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5
|
|
2.48
|
Plan Year
|
5
|
|
2.49
|
Prior Plan
|
5
|
|
2.50
|
Reference Date
|
5
|
|
2.51
|
Retirement
|
5
|
|
2.52
|
Retirement Date
|
5
|
|
2.53
|
Schedule
|
5
|
|
2.54
|
Section 409A
|
5
|
|
2.55
|
Section 409A Compliance
|
5
|
|
2.56
|
Separated Participant
|
5
|
|
2.57
|
Separation From Service
|
6
|
|
2.58
|
Service
|
6
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|
2.59
|
Spouse
|
6
|
|
2.60
|
Stock
|
6
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|
2.61
|
Supplemental Benefits
|
6
|
|
2.62
|
Supplemental Defined Benefit
|
6
|
|
2.63
|
Supplemental Defined Contribution Benefit
|
6
|
|
2.64
|
Top Hat Plan
|
6
|
|
2.65
|
Total Disability
|
6
|
|
2.66
|
Transition Participant
|
7
|
|
2.67
|
Treasury Regulations
|
7
|
|
ARTICLE 3
|
Participation
|
7
|
|
3.1
|
Eligibility
|
7
|
|
3.2
|
Participation
|
7
|
|
3.3
|
Age/Service Requirements for Supplemental Benefits Upon Retirement
|
7
|
|
3.4
|
Supplemental Benefits Upon Death
|
8
|
|
3.5
|
Supplemental Benefits Upon Total Disability
|
8
|
|
3.6
|
Forfeiture
|
8
|
|
ARTICLE 4
|
Supplemental Defined Contribution Benefits
|
9
|
|
4.1
|
Company Credits
|
9
|
|
4.2
|
Accounts
|
11
|
|
4.3
|
Vesting
|
12
|
|
4.4
|
Distribution
|
12
|
|
ARTICLE 5
|
Special Payment Rules
|
13
|
|
5.1
|
Delay in Payment
|
13
|
|
5.2
|
Acceleration of Payment
|
14
|
|
5.3
|
No Suspension of Payment
|
14
|
|
5.4
|
Designation of Taxable Year
|
14
|
|
ARTICLE 6
|
Administration
|
14
|
|
6.1
|
Authority of the Committee
|
14
|
|
6.2
|
Agents
|
15
|
|
6.3
|
Decisions Binding
|
15
|
|
6.4
|
Indemnity of Committee
|
15
|
|
6.5
|
Cost of Administration
|
15
|
|
ARTICLE 7
|
Amendment and Termination
|
15
|
|
7.1
|
Amendment/Termination of Plan
|
15
|
|
7.2
|
Termination of Participant Interests
|
15
|
|
ARTICLE 8
|
Miscellaneous
|
15
|
|
8.1
|
Claims
|
15
|
|
8.2
|
Unfunded Plan
|
16
|
|
8.3
|
Unsecured General Creditor
|
16
|
|
8.4
|
Trust Fund
|
16
|
|
8.5
|
Nonassignability
|
16
|
|
8.6
|
Not a Contract of Employment
|
16
|
|
8.7
|
Validity
|
17
|
|
8.8
|
Incompetency
|
17
|
|
8.9
|
Successors
|
17
|
|
8.10
|
Tax Withholdings
|
17
|
|
8.11
|
Governing Law
|
17
|
|
EXHIBIT A
|
|
18
|
|
EXHIBIT B
|
|
25
|
|
Schedule 1
|
|
25
|
|
Schedule 2
|
|
26
|
|
EXHIBIT C
|
|
31
|
|
ARTICLE 1
|
Establishment and Purpose.
|
ARTICLE 2
|
Definitions
.
|
(i)
|
the willful and continued failure of the Participant to perform substantially the Participant's duties with the Employer (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Participant's supervisor which specifically identifies the manner in which it is asserted that the Participant has not substantially performed the Participant's duties, or
|
(ii)
|
the willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Employer.
|
ARTICLE 3
|
Participation
|
(i)
|
solicitation of the employment or retention of any person whom the Employer has employed or retained during the two-year period prior to the Participant's Separation From Service. For purposes of the foregoing sentence, a person retained by the Employer means anyone who has rendered substantial consulting services to the Employer and has thereby acquired material confidential information concerning any aspect of the Employer's operations;
|
(ii)
|
any sale, offer to sell or negotiation with respect to orders or contracts for any product or service similar to or competitive with a product or service or any equipment or system containing any such product or service sold or offered by the Employer, other than for the Employer's account, during the two-year period after the Participant's Separation From Service, to or with anyone with whom the Employer has so dealt or anywhere in any state of the United States or in any other country, territory or
|
(iii)
|
ownership of any direct or indirect interest (other than a less-than-one-percent stock interest in a corporation) in, or affiliation with, or rendering any services for, any person or business entity which engages, during the two-year period after the Participant's Separation From Service, either directly or indirectly, in any of the activities described in subparagraph (i) or (ii) above.
|
(i)
|
An Active Participant who was a Participant for an entire Plan Year shall receive a Company Credit in the amount of $200,000 on the Annual Credit Date for the Plan Year to his or her Account.
|
(ii)
|
An Active Participant who became an Active Participant during a Plan Year pursuant to Section 3.2(b) shall receive for such Plan Year a Company Credit equal to the product of (x) $200,000 and (y) a fraction, the numerator of which is the number of complete calendar months in the Plan Year after the date on which the Active Participant became an Active Participant and the denominator of which is twelve. Such Company Credit shall be credited to the Active Participant's Account on the Annual Credit Date for the relevant Plan Year.
|
(iii)
|
An Active Participant who becomes a Separated Participant due to Retirement, death or Total Disability during a Plan Year shall receive a Company Credit equal to the product of (x) $200,000 and (y) a fraction, the numerator of which is the number of complete calendar months in the Plan Year prior to (I) the Active Participant's Retirement Date, (II) the date of the Active Participant's death or (III) the date the Active Participant became Totally Disabled, as applicable, and the denominator of which is twelve (a “
Final Company Credit
”). Such prorated Company Credit shall be credited to the Participant's Account on the last Business Day of the month in which the Participant's Retirement, death or Total Disability occurred (the “
Final Credit Date
”).
|
(i)
|
An Active Participant who is an Operating Group Participant for an entire Plan Year shall be granted on the Annual Credit Date for such Plan Year a deferred share unit award under the Equity Plan (an “
ESRP Share Award
”) with a Fair Market Value on such Annual Credit Date equal to $200,000. The terms of the ESRP Share Award shall, in a manner that results in Section 409A Compliance, provide that the award will vest in accordance with Section 4.3 of the Plan and the underlying shares of Stock will be settled to the Operating Group Participant in accordance with Section 4.4 of the Plan, subject, in each case, to Section 7 of the Equity Plan or any successor provision. In addition, the ESRP Share Award shall provide for dividend equivalents. The other terms of the ESRP Share Award shall be governed by the Equity Plan.
|
(ii)
|
An Active Participant who is an Operating Group Participant for a portion of a Plan Year shall receive an ESRP Share Award with a Fair Market Value on such Annual Credit Date equal to the product of (x) $200,000 and (y) a fraction, the numerator of which is the number of complete calendar months in the Plan Year during which the Active Participant was an Operating Group Participant and the denominator of which is twelve. Such ESRP Share Award shall be granted to the Active Participant on the Annual Credit Date for the relevant Plan Year.
|
(iii)
|
An Operating Group Participant who becomes a Separated Participant due to Retirement, death or Total Disability during a Plan Year, shall not be entitled to an ESRP Share Award in respect of such Plan Year but instead shall be entitled to receive a second Final Company Credit on the applicable Final Credit Date with a value equal to the Final Company Credit to which he or she is entitled pursuant to Section 4.1(a)(iii) above).
|
ARTICLE 6
|
Administration
.
|
ARTICLE 7
|
Amendment and Termination
.
|
ARTICLE 8
|
Miscellaneous
.
|
(i)
|
if the Additional Company Benefit Plan is a defined benefit or funded retirement plan, the retirement benefit shall be the Continuing Participant's benefit accrued as of December 31, 2007, where such accrued benefit includes future cost of living increases at 3.25% from December 31, 2007 through age 65 and reduced to an Actuarially Equivalent non-escalating life annuity (where such escalation would be assumed at 3.25%); and
|
(ii)
|
if the Additional Company Benefit Plan is a defined contribution retirement plan, the retirement benefit shall be a projected benefit at age 65, based on the Continuing Participant's account balance thereunder as of December 31, 2007, assuming 7.0% annual returns, and converted to an age 65 annuity using mortality and interest rates under Section 417(e) of the Code in effect on the applicable Freeze Date.
|
(i)
|
Mandatory Provision Fund - Dresdner RCM MPF Plan (Hong Kong);
|
(ii)
|
State Street Superannuation Plan (Australia);
|
(iii)
|
State Street Switzerland Pension Plan for Senior Management; and
|
(iv)
|
State Street UK Pension & Life Assurance Plan.
|
(a)
|
For years prior to 2007, a Continuing Participant's annualized rate of base salary as of January 1 of that year and annual incentive compensation under the Employer's annual incentive plan relating to performance in the prior fiscal year, regardless of when paid.
|
(b)
|
For 2007 and any year thereafter including the applicable Freeze Date, a Continuing Participant's annualized rate of base salary as of January 1 of that year and annual incentive compensation awards under the incentive plan applicable to the Continuing Participant relating to performance in the prior fiscal year and, in the case of members of the Operating Group, the annual incentive compensation awarded or paid under the Senior Executive Annual Incentive Plan (“
SEAIP
”) or any successor thereto, regardless of whether or when awarded or paid.
|
(c)
|
In lieu of other amounts, the calculation of the amount of annual incentive award to be included for purposes of determining “Earnings” through January 1, 2008, with respect to a Continuing Participant who was employed by SSgA in an SSgA Plan shall be the lesser of (i) his or her actual annual incentive cash bonus or (ii) the percentage of base pay earned for the respective year as determined by the Administrator and recorded in the records of the Company.
|
(d)
|
For the avoidance of doubt, prior to January 1, 2007, “Earnings”
shall not
include any long‑term incentive awards.
|
(i)
|
the supplemental benefit determined under Section A.2.2 above, reduced by:
|
(ii)
|
the sum of (A) and (B) below:
|
(A)
|
.0833% for each whole calendar month by which the Continuing Participant's Early Retirement Date commencement precedes his or her 65
th
birthday, excluding any period prior to the Continuing Participant's 60
th
birthday; and
|
(B)
|
.2083% for each whole calendar month by which the Continuing Participant's Early Retirement Date precedes his or her 60
th
birthday.
|
(i)
|
Death Benefits
. Upon the death of a Continuing Participant after satisfying the age and service requirements of Section 3.3, but before commencement of benefit payments, a death benefit shall be payable to the Continuing Participant's designated Beneficiary. The amount of such death benefit shall be the Actuarial Equivalent of 50% of the Continuing Participant's Supplemental Defined Benefit calculated pursuant to Section A.2.2 (determined without the adjustments described in Section A.2.2(e)), payable as an Actuarially Equivalent single lump sum cash distribution within 90 days following the date of the Continuing Participant's death.
|
(ii)
|
Commutation Due to Death
. Upon the death of a Continuing Participant who is receiving the distribution of his or her accrued Supplemental Defined Benefit pursuant to Section A.2.6(a), the Committee shall commute any or all remaining payments by paying the remainder of the accrued Supplemental Defined Benefit to the Continuing Participant's Beneficiary in an Actuarially Equivalent single lump sum cash distribution within 90 days following the date of the Continuing Participant's death.
|
Status:
|
Active
|
|
|
Participation Date:
|
September 1, 2000
|
|
|
Section A.2.2 Supplemental Defined Benefit at Normal Retirement:
|
Subject to the terms of the Plan, Exhibit A, and the Special Benefit hereafter described, the supplemental benefit under Section A.2.2 of the Plan shall be the benefit set forth in this Schedule 1 of Exhibit B.
|
|
|
Special Benefit:
|
The Participant's Special Benefit under the Plan and Exhibit A shall be equal to his cash balance account benefit which shall consist of an opening cash balance account in the sum of $500,000 as of September 1, 2000 and earnings credited thereafter in the same percentage and in the same manner as though such cash balance account were provided under the terms of the Basic Plan. There shall be no additional contributions to this “cash balance account.”
|
|
If the Participant's benefit under the Plan is subsequently determined under the generally applicable rules of the Plan, the value of the Special Benefit set forth above shall be payable in addition to such generally applicable Plan benefit.
|
|
The Special Benefit is in addition to any Supplemental Benefits under the Plan and Exhibit A.
|
|
|
Section A.2.2(e) Applicability:
|
The offset for Other Retirement Income is not applicable to the Special Benefit pursuant to this Schedule 1 of Exhibit B.
|
|
|
Age/Service Requirements:
|
The Participant's prior years of service with the Employer as well as the Participant's years of service with Boston Financial Data Services shall be considered as Service hereunder.
|
|
The age and service requirements to qualify for a benefit set forth in Section A.2.2 of the Plan above are as follows:
|
|
(1) The Service requirement of completion of ten full years of Employment is satisfied by the recognition of prior Service above.
|
|
(2) There is no age requirement to qualify for the Special Benefit pursuant to this Schedule 1 of Exhibit B.
|
Status:
|
Active
|
|
|
Participation Date:
|
January 1, 2003
|
|
|
Freeze Date:
|
For purposes of the Plan, the Freeze Date applicable to the Participant is December 31, 2010.
|
|
|
Section A.2.2 Supplemental Defined Benefit at Normal Retirement:
|
Subject to the terms of the Plan and Exhibit A, the maximum Supplemental Defined Benefit under Section A.2.2 of the Plan before offsets shall be equal to 20% of the Participant's Final Average Earnings.
|
|
|
Section A.2.3 Supplemental Defined Benefit at Early Retirement:
|
The Participant's Supplemental Defined Benefit shall be determined under Section A.2.3(a) of the Plan. Subject to the terms of the Plan and Exhibit A, the maximum Supplemental Defined Benefit under Section A.2.3 of the Plan before offsets shall be equal to 20% of the Participant's Final Average Earnings.
|
|
|
Section A.2.2(c) Applicability:
|
The offset for Other Retirement Income is applicable to the benefit under Section A.2.2 of the Plan.
|
1.
|
In General
. Any employee or former employee, or any person claiming to be a beneficiary with respect to such a person, may request, with respect to the Plan:
|
a)
|
a benefit payment,
|
b)
|
a resolution of a disputed amount of benefit payment, or
|
c)
|
a resolution of a dispute as to whether the person is entitled to the particular form of benefit payment.
|
2.
|
Effect on Benefit Requests in Due Course
.
The Plan has established procedures for benefit applications, selection of benefit forms, and designation of beneficiaries, determination of qualified domestic relations orders, and similar routine requests and inquiries relating to the operation of the Plan.
|
3.
|
Filing of Claims
.
|
a)
|
Each claim must be in writing and delivered by hand or first-class mail (including registered or certified mail) to the Administrator, at the following address:
|
b)
|
The claim must also include sufficient information relating to the identity of the claimant and such other information reasonably necessary to allow the claim to be evaluated.
|
c)
|
In no event may a claim for benefits be filed by a Claimant more than 120 days after the applicable “Notice Date,” as defined below.
|
i)
|
In any case where benefits are paid to the Claimant as a lump sum, the Notice Date shall be the date of payment of the lump sum.
|
ii)
|
In any case where benefits are paid to the Claimant in the form of an annuity or installments, the Notice Date shall be the date of payment of the first installment of the annuity or payment of first installment.
|
iii)
|
In any case where the Plan (prior to the filing of a claim for benefits) determines that an individual is not entitled to benefits (for example (without limitation) where an individual terminates employment and the Plan determines that he has not vested) and the Plan provides written notice to such person of its determination, the Notice Date shall be the date of the individual's receipt of such notice.
|
iv)
|
In any case where the Plan provides an individual with a written statement of his account as of a specific date or the amounts credit to, or charged against, his account within a specified period, the Notice Date with regard to matters described in such statement shall be the date of the receipt of such notice by such individual (or beneficiary).
|
a)
|
the specific reason or reasons for the denial,
|
b)
|
reference to the specific Plan provisions on which the denial is based,
|
c)
|
a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary,
|
d)
|
reference to and a copy of these Procedures, so as to provide the claimant with a description of the relevant Plan's review procedures and the time limits
|
e)
|
a statement of the claimant's rights under Section 502(a) of ERISA to bring a civil action with respect to an adverse determination upon review of an appeal filed under Paragraph 6.
|
a)
|
the specific reason or reasons for the adverse determination,
|
b)
|
reference to the specific plan provisions on which the adverse determination was based,
|
c)
|
reference to and a copy of these Procedures, so as to provide the claimant with a description of the claimant's rights regarding documentation as described in Paragraph 9, and
|
d)
|
a statement of the claimant's rights under Section 502(a) of ERISA to bring a civil action with respect to the adverse determination.
|
a)
|
was relied on in determining the claim,
|
b)
|
was submitted, considered or generated in the course of making such determination (whether or not actually relied on), or
|
c)
|
demonstrates that such determination was made in accordance with governing Plan documents (including, for this purpose, these Procedures) and that, where appropriate, Plan provisions have been applied consistently with similarly situated claimants.
|
a)
|
The claimant's actual entitlement, if any, to bring suit and the scope of and other rules pertaining to any such suit shall be governed by, and subject to the limitations of, applicable law, including ERISA. By extending to an employee or former employee the right to file a claim under these Procedures, neither the Company nor any person or committee appointed as Administrator acknowledges or concedes that such individual is a participant in any particular Plan within the meaning of such Plan or ERISA, and reserves the right to assert that an individual is not a participant in any action brought under Section 502(a).
|
b)
|
In no event may any legal proceeding regarding entitlement to benefits or any aspect of benefits under the Plan be commenced later than the earliest of:
|
i)
|
two years after the applicable Notice Date; or
|
ii)
|
one year after the date a claimant receives a decision from the Appeals Committee regarding his appeal; or
|
iii)
|
the date otherwise prescribed by applicable law.
|
c)
|
Before any legal proceeding can be brought, a participant must exhaust the claim appeals procedures as set forth herein.
|
1.
|
Effective for actions taken on or after August 1, 2012, a new Section 2.9 is added to Article 2 as follows and all subsequent definitions in this section are renumbered:
|
2.
|
Effective for determinations made on or after January 1, 2013, current Section 2.9 is amended in its entirety as follows:
|
3.
|
Effective for all determinations made on or after October 1, 2012, the current Section 2.50 is amended in its entirety as follows:
|
4.
|
Effective for all determinations made on or after August 1, 2012, current Section 2.58 is amended in its entirety as follows:
|
5.
|
Effective for employees hired or rehired on or after August 1, 2012, Section 3.3 is amended in its entirety as follows:
|
6.
|
Effective as if incorporated in the January 1, 2008 amendment and restatement of the Plan, Section 3.6(a) is amended by adding the following sentence to the end thereof:
|
7.
|
Effective August 1, 2012, Section 4.3(a) is amended in its entirety as follows:
|
8.
|
Effective for Retirements after October 1, 2012, Section 4.4 (a) is amended in its entirety as follows:
|
9.
|
Effective for disability determinations after October 1, 2012, Section 4.4(c) is amended in its entirety as follows:
|
10.
|
Effective for actions taken on or after August 1, 2012, Section 6.1 is amended in its entirety as follows:
|
(a)
|
Authority of the Committee.
The Administrator of the Plan shall be the Committee. The Administrator shall have complete discretionary authority to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Administrator acted arbitrarily and capriciously. The Administrator shall establish such rules and procedures, maintain such records and prepare such reports as it considers to be necessary or appropriate to carry out the purposes of the Plan. As the Administrator, the Committee's powers and duties shall include, but shall not be limited to, permitting the acceleration of vesting in individual cases in its sole and exclusive direction.
|
(b)
|
Authorized Person.
Except as the Committee may otherwise determine, the Authorized Person shall be the Executive Vice President-Global Human Resources, as from time to time in office, and his or her delegates. The Authorized Person shall have the power and responsibility to (i) undertake routine administrative tasks related to the Plan, (ii) make amendments to
|
(c)
|
Notwithstanding any other provision in this Section, no individual acting, directly or by delegation (including, for the avoidance of doubt, the Authorized Person), as the Administrator may determine his or her own rights or entitlements under the Plan.”
|
11.
|
Effective for actions taken on or after August 1, 2012, Section 6.2 is amended in its entirety as follows:
|
12.
|
Effective for amendments made on or after August 1, 2012, Section 7.1 is amended in its entirety as follows:
|
13.
|
Effective for disability determinations after October 1, 2012, Section A.2.5 is amended by replacing the last sentence thereof in its entirety as follows:
|
14.
|
Effective for Retirements after October 1, 2012, Section A.2.6(a) is amended in its entirety as follows:
|
15.
|
Effective for disability determinations after October 1, 2012, Section A.2.6(c) is amended in its entirety as follows:
|
16.
|
Effective for actions taken on or after January 1, 2013, the current Section 4.1 is amended in its entirety as follows:
|
7.
|
EFFECT OF CERTAIN TRANSACTIONS
|
2.
|
Grant of Deferred Stock Award
.
|
3.
|
Form of Payment; Shareholder Rights
.
|
4.
|
Payment of Stock
.
|
5.
|
Termination of Employment
.
|
6.
|
Acceleration of Award
.
|
7.
|
Withholding
.
|
8.
|
Changes in Capitalization or Corporate Structure
.
|
9.
|
Employee Rights
.
|
10.
|
Non-Transferability, Etc
.
|
11.
|
Compliance with Section 409A of the Code
.
|
12.
|
Miscellaneous
.
|
(a)
|
The grant of the Award is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future.
|
(b)
|
The Company reserves the right to impose other requirements on the Award, any shares of Stock acquired pursuant to the Award, and your participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with applicable laws or regulations or to facilitate the administration of the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
|
(c)
|
Your participation in the Plan is voluntary. The value of the Award is an extraordinary item of compensation, and the Award is not part of your normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.
|
(d)
|
The Company may, in its sole discretion, decide to deliver any documents related to the Award by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and
|
(e)
|
By accepting this Award electronically, you will be deemed to have acknowledged and agreed that you are bound by the terms of this Agreement and the Plan, and it shall be deemed to have been accepted by the Company.
|
(f)
|
You acknowledge and agree that it is your express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. If you have received the Agreement, the Plan or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
|
(g)
|
Notwithstanding any provisions of this Agreement to the contrary, the Award shall be subject to any special terms and conditions for your country of residence (and country of employment, if different), as may be set forth in an applicable Addendum to the Agreement. Further, if you transfer residence and/or employment to another country reflected in an Addendum to the Agreement, the special terms and conditions for such country will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms are necessary or advisable in order to comply with applicable laws or regulations or to facilitate administration of the Plan. Any such Addendum is hereby incorporated into, and forms a part of, this Agreement.
|
2.
|
Grant of Deferred Stock Award
.
|
3.
|
Form of Payment; Shareholder Rights
.
|
4.
|
Payment of Stock
.
|
5.
|
Termination of Employment
.
|
7.
|
Acceleration of Award
.
|
8.
|
Withholding
.
|
9.
|
Changes in Capitalization or Corporate Structure
.
|
10.
|
Employee Rights
.
|
11.
|
Non-Transferability, Etc
.
|
12.
|
Compliance with Section 409A of the Code
.
|
13.
|
Miscellaneous
.
|
(a)
|
The grant of the Award is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future.
|
(b)
|
The Company reserves the right to impose other requirements on the Award, any shares of Stock acquired pursuant to the Award, and your participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with applicable laws or regulations or to facilitate the administration of the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
|
(c)
|
Your participation in the Plan is voluntary. The value of the Award is an extraordinary item of compensation, and the Award is not part of your normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.
|
(d)
|
The Company may, in its sole discretion, decide to deliver any documents related to the Award by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company, Equity Administrator or another third party designated by the Company.
|
(e)
|
By accepting this Award electronically, you will be deemed to have acknowledged and agreed that you are bound by the terms of this Agreement and the Plan, and it shall be deemed to have been accepted by the Company.
|
(f)
|
You acknowledge and agree that it is your express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. If you have received the Agreement, the Plan or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
|
(g)
|
Notwithstanding any provisions of this Agreement to the contrary, the Award shall be subject to any special terms and conditions for your country of residence (and country of employment, if different), as may be set forth in an applicable Addendum to the Agreement. Further, if you transfer residence and/or employment to another country reflected in an Addendum to the Agreement, the special terms and conditions for such country will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms are necessary or advisable in order to comply with applicable laws or regulations or to facilitate administration of the Plan. Any such Addendum is hereby incorporated into, and forms a part of this, Agreement.
|
◦
|
Performance Period: The calendar year period commencing January 1, 2012 and ending on December 31, 2012.
|
◦
|
The number of units eligible to vest is based on 2012 GAAP ROE, adjusted in accordance with the Plan to reflect events (for example, but without limitation, acquisitions or dispositions, changes in accounting principles or interpretations, impairment charges) occurring during the Performance Period. The Total Vesting Percentage will be the 2012 Vesting Percentage (as determined under Table 1, using linear interpolation to adjust between percentage points and rounding up to the nearest one-tenth of one percent, as determined by the Company in its sole discretion.
|
◦
|
First installment to be paid between January 1, 2013 and April 30, 2013;
|
|
|
Page
|
|
ARTICLE I NAME AND PURPOSE OF PLAN AND DEFINITIONS
|
|
||
1.1
|
Name and effective date
|
1
|
|
1.2
|
Status of Plan
|
1
|
|
1.3
|
Definitions
|
1
|
|
ARTICLE II ELIGIBILITY AND PARTICIPATION
|
4
|
|
|
2.1
|
Eligibility to participate
|
4
|
|
2.2
|
Commencement of participation
|
4
|
|
2.3
|
Termination of participation
|
4
|
|
ARTICLE III DEFERRED COMPENSATION AGREEMENTS, MATCHING CREDITS, PERFORMANCE- BASED CREDITS, NOTIONAL INVESTMENT OF ACCOUNTS
|
5
|
|
|
3.1
|
Deferred Compensation Agreement; Elective Credits
|
5
|
|
3.2
|
Election procedures and deadlines.
|
5
|
|
3.3
|
Amount of deferrals.
|
5
|
|
3.4
|
Matching Credit
|
5
|
|
3.5
|
Performance-Based Credit
|
6
|
|
3.6
|
Accounts
|
6
|
|
3.7
|
Cancellation of Deferral Elections
|
6
|
|
ARTICLE IV VESTING
|
8
|
|
|
4.1
|
Vesting of Accounts
|
8
|
|
ARTICLE V PLAN DISTRIBUTIONS
|
9
|
|
|
5.1
|
Time and form of payment: Matching Credits and Performance-Based Credits
|
9
|
|
5.2
|
Time and form of payment: other portions of the Account
|
9
|
|
5.3
|
Special rules.
|
10
|
|
5.4
|
Unforeseeable emergency
|
10
|
|
5.5
|
Certain tax matters
|
13
|
|
5.6
|
Distribution of taxable amounts
|
10
|
|
5.7
|
Special Rule for 2007
|
10
|
|
ARTICLE VI ADMINISTRATION OF THE PLAN
|
12
|
|
|
6.1
|
Plan Administrator
|
12
|
|
6.2
|
Outside services
|
12
|
|
6.3
|
Indemnification
|
12
|
|
6.4
|
Claims procedure
|
12
|
|
ARTICLE VII AMENDMENT AND TERMINATION
|
13
|
|
|
7.1
|
Amendment; termination
|
13
|
|
7.2
|
Effect of amendment or termination
|
13
|
|
ARTICLE VIII MISCELLANEOUS PROVISIONS
|
14
|
|
|
8.1
|
Source of payments
|
14
|
|
8.2
|
Other arrangements made subject to the Plan
|
14
|
|
8.3
|
No warranties
|
14
|
|
8.4
|
Inalienability of benefits
|
14
|
|
8.5
|
Reclassification of Employment Status
|
14
|
|
8.6
|
Expenses
|
14
|
|
8.7
|
No right of employment
|
14
|
|
8.8
|
Headings
|
14
|
|
8.9
|
Acceptance of Plan terms
|
14
|
|
8.10
|
Construction
|
14
|
|
|
|
|
|
EXHIBIT A
|
List of Employers
|
16
|
|
EXHIBIT B
|
Claims Procedures
|
17
|
|
1.1
|
Name and effective date
. The Plan set forth herein is an amendment, restatement and continuation of the State Street Corporation 401(k) Restoration and Voluntary Deferral Plan, originally established effective July 1, 1999. This document implements the changes adopted by the Committee on September 18, 2007, and except as otherwise provided herein, it amends and restates the provisions of the Plan effective January 1, 2008. All benefits under the Plan, including without limitation those that were accrued and vested prior to January 1, 2005, shall be subject to the terms and conditions of the Plan as amended and restated herein, notwithstanding any different terms and conditions that may have been applicable to such benefits prior to January 1, 2008.
|
1.2
|
Status of Plan
. The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA, and shall be interpreted and administered consistent with that intent. The Plan is intended to be operated in accordance with the requirements applicable to a “nonqualified deferred compensation plan” under Code section 409A and the regulations thereunder and shall be interpreted and administered consistent with that intent.
|
1.3
|
Definitions
. When used herein, the following words shall have the meanings indicated below. Terms not defined herein shall have the meanings assigned to them in the State Street Salary Savings Program, as from time to time amended and in effect.
|
(a)
|
“Account”
means, for each Participant, an account established for his or her benefit under Section 3.6. All references to a Participant's Account shall include, as the context requires, any sub-accounts that the Plan Administrator may establish.
|
(b)
|
“Base Pay”
means, in the case of any Employee for any period, the Employee's regular base salary or wages, including differential pay, paid in the period in question for services rendered to the Employer as an Employee. The following special rules shall apply in determining an Employee's Base Pay:
|
(i)
|
Base Pay shall be determined without regard to the limitations of Section 401(a)(17) of the Code and without excluding amounts electively deferred under the Plan.
|
(ii)
|
Base Pay includes any such amounts that would have been received by the individual from the Employer but for an election under this Plan or under Code sections 125, 132(f) or 401(k).
Amounts under Code section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. To the extent required by applicable law or IRS guidance, an amount will be treated as an amount under Code section 125 only if the Employer does not request or collect information regarding the Participant's other health coverage as part of the enrollment process for the health plan.
|
(iii)
|
Base Pay specifically excludes all commissions and bonuses, as well as supplemental wage payments, severance (however characterized), reimbursed expenses, life insurance premiums included in compensation for income tax purposes, amounts paid by an Employer to a Participant for not selecting Employer-provided medical coverage under the State Street Corporation Employee Benefit Plan, and any other items not constituting direct compensation for services.
|
(c)
|
“Basic Plan”
means the State Street Salary Savings Program, as from time to time amended and in effect.
|
(d)
|
“Beneficiary”
means the person or persons designated by the Participant in writing, subject to such rules as the Plan Administrator may prescribe, to receive benefits under the Plan in the event of the Participant's death. Except for purposes of Section 5.4, in the absence of an effective designation at the time of the Participant's death the Participant's Beneficiary shall be his or her surviving Spouse or Domestic Partner, or, if the Participant is then unmarried or has no Domestic Partner or his or her Spouse or Domestic Partner does not survive, the Participant's estate.
|
(e)
|
“Committee”
means the Executive Compensation Committee of the Board of Directors of State Street.
|
(f)
|
“Conditional Eligibility Date”
means, for any Employee, the first April 15 or October 15 on which the Employee satisfies the position and compensation requirements set forth in Section 2.1(a) and (b).
|
(g)
|
“Credit”
means any or all, as the context requires, of an Elective Credit, a Matching Credit, or a Performance-Based Credit.
|
(h)
|
“Deferred Compensation Agreement”
means the written agreement described in Section 3.1.
|
(i)
|
“Disabled”
means, for any Participant, that the Participant, as determined in the sole discretion of the Plan Administrator:
|
(i)
|
is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or
|
(ii)
|
is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 6 months under an accident and health plan covering employees of the Employer.
|
(j)
|
“Elective Credit”
means an amount credited under Section 3.1.
|
(k)
|
“Eligibility Date”
means each June 1 and December 1.
|
(l)
|
“Eligible Employee”
means an Employee who meets the eligibility criteria set forth in Section 2.1.
|
(m)
|
“Employee”
means, except as otherwise provided by the Plan Administrator, a United States-based common-law employee of an Employer including, without limitation, such an employee while on a temporary international assignment outside of the U.S. and excluding, without limitation, a non-U.S. based employee who is temporarily residing in the U.S. while on a temporary international assignment to the U.S.
|
(n)
|
“Employer”
means any or all, as the context requires, of State Street and any other company (or branch) that (i) would be treated as a single employer with State Street under the first sentence of Treas. Regs. §1.409A-1(h)(3), and (ii) is shown on Exhibit A as described in clause (i) and as having adopted this Plan with State Street's approval. Only an otherwise eligible Employee of State Street or another entity listed on Exhibit A may make an election to defer compensation under the Plan or be eligible to share in Matching Credits or Performance-Based Credits, but in determining whether a Separation from Service has occurred, service for State Street or any other company that is described in clause (i) above shall be treated as service for the Employer.
|
(o)
|
“Entry Date”
means each January 1 and July 1.
|
(p)
|
“Incentive Pay”
means, in the case of any Employee for any Plan Year, the Employee's cash bonus and/or cash incentive pay (other than commissions) paid, in accordance with the Employer's normal annual incentive bonus processing cycle, in the Plan Year under a bonus and/or incentive plan maintained by the Employer or pursuant to an agreement or
|
(i)
|
Incentive Pay shall be determined without regard to the limitations of Section 401(a)(17) of the Code and without excluding amounts electively deferred under the Plan.
|
(ii)
|
Incentive Pay includes any such amounts that would have been received by the individual from the Employer but for an election under this Plan or under Code sections 125, 132(f) or 401(k).
Amounts under Code section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. To the extent required by applicable law or IRS guidance, an amount will be treated as an amount under Code section 125 only if the Employer does not request or collect information regarding the Participant's other health coverage as part of the enrollment process for the health plan.
|
(q)
|
“Match-Eligible Compensation”
for a Plan Year means an amount calculated as the lesser of (i) the sum of (A) an Employee's Base Pay paid in the Plan Year plus (B) that portion of the Employee's Incentive Pay paid in the Plan Year which does not exceed 50% of the Employee's Base Pay for the preceding calendar year, or (ii) $500,000, in either case reduced by the dollar limitation in effect with respect to the Plan Year under Code section 401(a)(17).
|
(r)
|
“Matching Credit”
means an amount credited under Section 3.4.
|
(s)
|
“Participant”
means an Employee who has an Account under the Plan.
|
(t)
|
“Plan”
means this State Street Corporation Management Supplemental Savings Plan (formerly the State Street Corporation 401(k) Restoration and Voluntary Deferral Plan), as from time to time amended and in effect.
|
(u)
|
“Plan Administrator”
means the Plan Administrator appointed pursuant to Section 6.1.
|
(v)
|
“Performance-Based Credit”
means an amount credited under Section 3.5.
|
(w)
|
“Separation from Service”
means a separation from service, within the meaning of Treas. Regs. §1.409A-1(h), with State Street and any other company that would be treated as a single employer with State Street under the first sentence of Treas. Regs. §1.409A-1(h)(3); and correlative terms shall be construed to have a corresponding meaning.
|
2.1
|
Eligibility to participate
. An Employee who is an Eligible Employee on December 31, 2007 shall (subject to the last sentence of this Section 2.1) continue to be an Eligible Employee as of January 1, 2008. Any other Employee shall become an Eligible Employee on the first Eligibility Date following the Employee's Conditional Eligibility Date, but only if he or she remains continuously employed by the Employer from such Conditional Eligibility Date through such first Eligibility Date and only if, on such first Eligibility Date, he or she still satisfies the requirements of both (a) and (b) below. For purposes of the foregoing, an Employee must:
|
(a)
|
have a title of Vice President or above, and
|
(b)
|
be earning Base Pay at an annual rate of at least $150,000 (measured as of a date, determined by the Plan Administrator, not earlier than 15th day of the second full month preceding the applicable Eligibility Date or other determination date).
|
2.2
|
Commencement of participation
. Except as the Plan Administrator otherwise determines, any such determination to be made in a manner that is consistent with the requirements of Section 409A of the Code, an individual upon first becoming an Eligible Employee:
|
(a)
|
shall automatically participate in the Plan with respect to Performance-Based Credits described in Section 3.5;
provided
, that no individual who first satisfies the requirements of Section 2.1(a) and (b) after October 15 of a Plan Year shall be eligible to share in Performance-Based Credits for such Plan Year;
and further provided
, for the avoidance of doubt, that no Performance-Based Credits shall be made under the Plan in respect of any Plan Year or portion thereof prior to the 2008 Plan Year; and
|
(b)
|
may elect to defer (i) Base Pay under Section 3.3(a) starting with the Entry Date next following his or her initial Eligibility Date, and (ii) Incentive Pay under Section 3.3(b) as follows: (A) if the Eligible Individual's initial Eligibility Date is June 1, starting with Incentive Pay described in Section 3.2(a)(i) for which the performance period is the Plan Year in which such June 1 falls; and (B) in every other case, in accordance with the rules for ongoing Eligible Employees under Section 3.2(a)(ii).
|
2.3
|
Termination of participation
. The Plan Administrator may terminate an Employee's participation in the Plan at any time. If an Employee's participation in the Plan terminates hereunder, the Participant's Account shall continue to be adjusted for notional earnings or other notional investment experience until it is distributed. No termination of participation shall result in a cessation or refund of deferrals for which the deferral election has already been made, except in a manner that is consistent with compliance with the requirements of Section 409A of the Code.
|
3.1
|
Deferred Compensation Agreement; Elective Credits
. An Eligible Employee may elect to defer a portion of his or her Base Pay and/or Incentive Pay by entering into a Deferred Compensation Agreement. Elective Credits equal to the amounts deferred shall be credited to the Participant's Account as soon as practicable after the deferral is withheld from pay.
|
3.2
|
Election procedures and deadlines
.
|
(a)
|
Advance elections required
. A Deferred Compensation Agreement with respect to Base Pay must be made, in accordance with such procedures as the Plan Administrator may establish and, except as otherwise specified in Section 2.2(b)(i) with respect to initial eligibility, prior to the beginning of the Plan Year in which such Base Pay is to be earned. A Deferred Compensation Agreement may be made with respect to Incentive Pay for a Plan Year as follows:
|
(i)
|
For Incentive Pay that constitutes “performance-based compensation” within the meaning of Treas. Regs. §1.409A-1(e) and as to which the applicable performance period is measured by one or more Plan Years, in accordance with such procedures as the Plan Administrator may establish but not later than by June 30 of the Plan Year with which the applicable performance period ends; and
|
(ii)
|
For any other Incentive Pay, in accordance with such procedures as the Plan Administrator may establish but in any case prior to the first applicable “service year” (as that term is defined in Treas. Regs. §1.409A-2(a)).
|
(b)
|
Other requirements
. Except as otherwise determined by the Plan Administrator, a new Deferred Compensation Agreement must be timely executed for each Plan Year and shall be effective only if accepted and approved by the Plan Administrator by the applicable deadline.
|
3.3
|
Amount of deferrals
.
|
(a)
|
Base Pay
. For each Plan Year (or portion thereof in the case of a mid-year election described in Section 2.2(b)(i)), an Eligible Employee may elect to defer an amount from 1% to 25%, in whole percentages, of his or her Base Pay for the Plan Year or such portion. Notwithstanding the foregoing, the Plan Administrator may impose, in advance, a more restrictive minimum or maximum limit on the amount that may be deferred.
|
(b)
|
Incentive Pay
. For each Plan Year or other applicable performance period an Eligible Employee may elect to defer an amount that is expressed either as a percentage (from 5% to 92%, in whole-percentage increments) of the Participant's Incentive Pay for the Plan Year (or other period), or as a whole dollar amount not less than $1,000 and not exceeding 92% of such Incentive Pay.
|
3.4
|
Matching Credit
. For each Plan Year, a Matching Credit shall be added to each Participant's Account equal to the lesser of (a) 100% of the total amount, if any, deferred under all Deferred Compensation Agreements made by the Participant for such Plan Year, and (b) 6% of the Participant's Match-Eligible Compensation for such Plan Year. Matching Credits for a Plan Year shall be added to the Participant's Account as of and as soon as practicable following the earlier of (i) the last day of the Plan Year, or (ii) the date of the Participant's Separation from Service.
|
3.5
|
Performance-Based Credit
. For each Plan Year, a Performance-Based Credit shall be added to the Account of each Participant who is employed by the Employer on the last day of the Plan Year (or who during the Plan Year dies, or becomes Disabled, or retires after attaining age 65 or after attaining age 55 and completing a Period of Service of five (5) years) and whose Base Pay for such Plan Year exceeds the dollar limitation in effect with respect to such Plan Year under Code section 401(a)(17). The amount of a Participant's Performance-Based Credit shall be determined by multiplying (a) the percentage applied for making a performance-based contribution under the Basic Plan for the Plan Year by (b) the amount by which the Participant's Base Pay for such Plan Year (disregarding Base Pay in excess of $500,000) exceeds the dollar limitation in effect with respect to such Plan Year under Code section 401(a)(17). Performance-Based Credits for a Plan Year shall be added to a Participant's Account as of and as soon as practicable following the last day of the Plan Year.
|
3.6
|
Accounts
. The Plan Administrator shall establish for each Participant an Account together with such sub-accounts as in the determination of the Plan Administrator are needed or appropriate to reflect the Credits described above as well as debits and other adjustments, including without limitation adjustments for notional (hypothetical) investment experience as described in this Section 3.6. The Plan Administrator shall designate for purposes of the Plan one or more existing investment or investment-fund alternatives (each, a “tracking option”), including, if the Plan Administrator so determines, a tracking option that offers a return of notional interest (for example, as in a bank savings account), and shall give each Participant and the Beneficiary(ies) of each deceased Participant for whom an Account continues to be maintained the opportunity to allocate his or her Account among the available tracking options. Amounts allocated under the Plan to a tracking option shall be treated as though notionally invested in that tracking option. In the absence of an affirmative allocation by a Participant or Beneficiary, the Plan Administrator may designate a default tracking option and treat all or a portion of the balance of any Account, or of any amount newly credited under the Plan, as being notionally invested in the default tracking option. The Plan Administrator shall periodically adjust Accounts to reflect increases or decreases attributable to these notional investments. Except as otherwise determined by the Plan Administrator, a Participant or Beneficiary may make notional investment changes once per calendar month. The Plan Administrator may at any time and from time to time eliminate or add tracking options or substitute a new for an existing tracking option, including with respect to balances already notionally invested under the Plan. The Employer may, but need not, purchase securities or other investments with characteristics similar to the tracking options from time to time offered under the Plan, but any such securities or other investments shall remain part of the Employer's general assets unless held in a trust described in Section 8.1 in a manner not inconsistent with the requirements of Section 409A(b) of the Code. By selecting a tracking option hereunder, a Participant agrees, on his or her behalf and on behalf of his or her Beneficiaries, that none of the Committee, the Plan Administrator, the Employer, or any of their agents or representatives, shall be liable for any losses or damages of any kind relating to any tracking option made available hereunder.
|
3.7
|
Cancellation of Deferral Elections
. A Participant's deferral elections under Section 3.1 shall be cancelled as to future deferrals if the Participant has an unforeseeable emergency described in Section 5.5 below or receives a hardship distribution under the Basic Plan pursuant to §1.401(k)-1(d)(3). A Participant may also cancel his or her deferral elections as to future deferrals upon the occurrence of any medically determinable physical or mental impairment resulting in the Participant's inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months, provided such cancellation is made by the later of (a) the end of the calendar year in which such impairment occurs and (b) the 15th day of the third
|
4.1
|
Vesting of Accounts
. The portions of each Account that reflect Performance-Based Credits and Matching Credits, and related adjustments, shall be fully vested upon the Participant's completion of one Year of Vesting Service, or upon the Participant's death, becoming Disabled, or attainment of age 65, the termination of the Plan, the full or partial termination of the Basic Plan with respect to the Participant, whichever is first to occur. The remainder of each Account shall be fully vested at all times. The fact that an Account or any portion thereof is fully vested shall not give the Participant (or his or her Beneficiary(ies)) or any other person any right to receive the value of such Account (as the same may from time to time be adjusted) except in accordance with the terms of the Plan.
|
5.1
|
Time and form of payment: Matching Credits and Performance-Based Credits
. The portions of each Account that reflect a Participant's Matching Credits and Performance-Based Credits, and related adjustments, shall be paid in a single lump sum to the Participant on the first business day of the month following the date that follows the Participant's Separation from Service by six months.
|
5.2
|
Time and form of payment: other portions of the Account
. Each Participant shall elect, not later than as part of his or her first Deferred Compensation Agreement, whether the portion of any Account to be established for the Participant that is not described in Section 5.1 above is to be paid or commence to be paid on:
|
(a)
|
the same date as that specified in Section 5.1 above; or
|
(b)
|
a specified date following by at least one (1) year and no more than ten (10) years the effective date of his or her first Deferred Compensation Agreement; or
|
(c)
|
the earlier of (a) or (b).
|
5.3
|
Special rules
.
|
(a)
|
Installments
. An election (including a re-deferral election) under Section 5.2 pursuant to which the date of any payment is determined by reference to the Participant's Separation from Service may specify that such payment will be made in annual installments over a period of from two (2) to ten (10) years. Each installment payment shall be determined by dividing the applicable Account balance (or remaining applicable Account balance) immediately prior to the payment date by the number of installments remaining to be paid. In the absence of an election specifying annual installments, payment will be made in a single lump sum.
|
(b)
|
Payments on account of Disability
. If the Participant is determined to be Disabled, the balance of a Participant's Account shall be distributed to the Participant in a single lump sum by the later of (i) the end of the calendar year in which the Participant becomes Disabled and (ii) the 15
th
day of the third month following the date on which the Participant becomes Disabled, provided the Participant has remained Disabled through such date.
|
(c)
|
Payment upon death
. As soon as practicable (and in all events within 90 days) following a Participant's death, the Participant's remaining Account, if any, shall be distributed in a single lump sum cash payment to the Participant's Beneficiary or Beneficiaries.
|
(d)
|
Rehire
. Notwithstanding anything to the contrary in the Plan, in the event a Participant who has Separated from Service subsequently returns to employment with an Employer, payment of the Participant's benefits under the Plan accrued prior to such Separation from Service shall not be suspended or otherwise delayed.
|
5.4
|
Unforeseeable emergency
. If a Participant has a severe financial hardship resulting from an illness or accident of the Participant, his or her Federal Spouse, Beneficiary, or dependent (as defined in Code section 152(a)), a loss of property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant's control, he or she may request a withdrawal of a portion or all of his or her vested Account. No withdrawal may be made under this Section 5.4 to the extent that such emergency is or can be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship. A withdrawal under this Section 5.4 will be permitted only to the extent reasonably necessary to satisfy the emergency need, which may include any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the withdrawal. The Plan Administrator shall have sole discretion to determine whether a withdrawal may be made under this Section 5.4 and the amount of the withdrawal that may be made.
|
5.5
|
Certain tax matters
. Payments hereunder shall be reduced by required tax withholdings. To the extent any deferral or credit under the Plan results in current “wages” for FICA purposes, a Participant's Employer may reduce other pay of the Participant to satisfy withholding requirements related thereto; but if there is no other pay (or if the Employer fails to withhold from such other pay to satisfy its FICA withholding obligations), the Participant's Account shall be appropriately reduced by the amount of the required withholding.
|
5.6
|
Distribution of taxable amounts
. Notwithstanding the foregoing, if any portion of an Account is determined by the Plan Administrator to be includible, by reason of Section 409A of the Code, in a Participant's or Beneficiary's income, such portion shall be paid by the Employer (or by the Employers, on an allocated basis determined by the Plan Administrator) to such Participant or Beneficiary.
|
5.7
|
Special Rule for 2007
. Notwithstanding any provision herein to the contrary, the Plan Administrator may establish special rules and procedures to permit Participants or Beneficiaries with an Account under the Plan (as in effect prior to January 1, 2008) and whose distribution date or dates with respect to such Account would fall after December 31, 2007 to elect, in a manner
|
6.1
|
Plan Administrator
. Except as the Committee may otherwise determine, the Plan Administrator shall be the Executive Vice President-Global Human Resources as from time to time in office, and his or her delegates. The Plan Administrator shall have complete discretionary authority to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Plan Administrator acted arbitrarily and capriciously. However, no individual acting, directly or by delegation, as the Plan Administrator may determine his or her own rights or entitlements under the Plan. The Plan Administrator shall establish such rules and procedures, maintain such records and prepare such reports as it considers to be necessary or appropriate to carry out the purposes of the Plan.
|
6.2
|
Outside services
. The Plan Administrator may engage counsel and such clerical, financial, investment, accounting, and other specialized services as the Plan Administrator may deem necessary or appropriate in the administration of the Plan. The Plan Administrator shall be entitled to rely upon any opinions, reports, or other advice furnished by counsel or other specialists engaged for that purpose and, in so relying, shall be fully protected in any action, determination, or omission made in good faith.
|
6.3
|
Indemnification
. To the extent permitted by law and not prohibited by its charter and by-laws, State Street will indemnify and hold harmless every person serving (directly or by delegation) as Plan Administrator and the estate of such an individual if he or she is deceased from and against all claims, loss, damages, liability and reasonable costs and expenses incurred in carrying out his or her responsibilities as Plan Administrator, unless due to the gross negligence, bad faith or willful misconduct of such individual;
provided
, that counsel fees and amounts paid in settlement must be approved by State Street;
and further provided,
that this Section 6.3 will not apply to any claims, loss, damages, liability or costs and expenses which are covered by a liability insurance policy maintained by State Street or by the individual. The provisions of the preceding sentence shall not apply to any corporate trustee, insurance company, investment manager or outside service provider (or to any employee of any of the foregoing) unless State Street otherwise specifies in writing.
|
6.4
|
Claims procedure
.
The Plan Administrator has established the procedures set forth on Exhibit B for determining claims for benefits under the Plan. The Plan Administrator may modify or update Exhibit B from time to time without any amendment under Section 7.1 being required.
|
7.1
|
Amendment; termination
. By action of the Committee or its delegate, State Street reserves the absolute right at any time and from time to time to amend any or all provisions of the Plan, and to terminate the Plan at any time. In addition, the Plan Administrator shall have the right at any time and from time to time to make amendments to the Plan (in general or with respect to one or more individual Participants or Beneficiaries) that are administrative in nature and that do not materially increase the financial obligations of the Employer, including, without limitation, amendments coordinating the provisions of the Plan with the terms of any severance, separation or similar plan or agreement.
|
7.2
|
Effect of amendment or termination
. No action under Section 7.1 shall operate to reduce the balance of a Participant's Account as compared to such balance immediately prior to the effectiveness of such action, other than through a distribution upon a termination and liquidation of the Plan in accordance with the requirements of Treas. Regs. §1.409A-3(j)(4)(ix)).
|
8.1
|
Source of payments
. All payments hereunder to Participants and their Beneficiaries shall be paid from the general assets of the Employer, including for this purpose, if the Employer in its sole discretion so determines, assets of one or more trusts established to assist in the payment of benefits hereunder. Any trust established pursuant to the preceding sentence shall provide that trust assets remain subject to the employer's general creditors in the event of insolvency or bankruptcy and shall otherwise contain such terms as are necessary to ensure that they do not constitute a “funding” of the Plan for purposes of the Code or ERISA.
|
8.2
|
Other arrangements made subject to the Plan
. The Plan Administrator in its discretion may provide that other deferrals of compensation by persons providing services to an Employer shall be governed in whole or in part by the provisions of the Plan. In any case where an Employer has agreed to assume a deferred compensation obligation of another employer (for example, but without limitation, in connection with the transfer of employment of an individual from such other employer to the Employer assuming such deferred compensation obligations), the Plan Administrator may likewise provide that such assumed obligation, expressed as an account, shall be governed in whole or in part by the provisions of the Plan.
|
8.3
|
No warranties
. Neither the Plan Administrator nor any Employer warrants or represents in any way that the value of a Participant's Account will increase or not decrease. Each Participant (and his or her Beneficiary) assumes all risk in connection with any change in such value.
|
8.4
|
Inalienability of benefits
. Except as required by law, no benefit under, or interest in, the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void.
|
8.5
|
Reclassification of Employment Status
. Notwithstanding anything herein to the contrary, an individual who is not characterized or treated as a common law employee by an Employer shall not be eligible to participate in the Plan notwithstanding any determination of employee status by the Internal Revenue Service, a court of competent jurisdiction or otherwise. At the time when any individual is reclassified or deemed to be reclassified as a common law employee, the individual shall be eligible to participate in the Plan as of the Entry Date coinciding with or next following the reclassification date (to the extent such individual otherwise qualifies as an Eligible Employee hereunder). If the effective date of any such reclassification is prior to the actual date of such reclassification, in no event shall the reclassified individual be eligible to participate in the Plan retroactively to the effective date of such reclassification.
|
8.6
|
Expenses
. The Employer shall pay all costs and expenses incurred in operating and administering the Plan.
|
8.7
|
No right of employment
. Nothing contained herein, nor any action taken under the provisions hereof, shall be construed as giving any Participant the right to be retained in the employ of an Employer.
|
8.8
|
Headings
. The headings of the sections in the Plan are placed herein for convenience of reference, and, in the case of any conflict, the text of the Plan, rather than such heading, shall control.
|
8.9
|
Acceptance of Plan terms
. By executing a Deferred Compensation Agreement, a Participant agrees, on his or her behalf and on behalf of his or her Beneficiaries, to abide by the terms of the Plan and the determinations of the Plan Administrator with respect thereto.
|
8.10
|
Construction
. The Plan shall be construed, regulated, and administered in accordance with the laws of the Commonwealth of Massachusetts and applicable federal laws.
|
Currenex, Inc.
|
|
Elkins/McSherry, LLC
|
|
International Fund Services (N.A.), L.L.C.
|
|
Investment Management Services, Inc.
|
|
Investors California LLC
|
|
Palmeri Fund Administrators, Inc.
|
|
Princeton Financial Systems, Inc.
|
|
State Street Bank & Trust Co. (U.S. branch)
|
|
State Street Bank & Trust Co. N.A.
|
|
State Street Bank & Trust Co. of CA.
|
|
State Street Bank & Trust Co. of NH
|
|
State Street California Inc.
|
|
State Street Financial Services, Inc.
|
|
State Street Global Advisors Capital Management Trust Company
|
|
State Street Mass. Securities Corp.
|
|
1.
|
In General
. Any employee or former employee, or any person claiming to be a beneficiary with respect to such a person, may request, with respect to any of the Plans:
|
a)
|
a benefit payment,
|
b)
|
a resolution of a disputed amount of benefit payment, or
|
c)
|
a resolution of a dispute as to whether the person is entitled to the particular form of benefit payment.
|
2.
|
Effect on Benefit Requests in Due Course.
Each Plan has established procedures for benefit applications, selection of benefit forms, designation of beneficiaries, determination of qualified domestic relations orders, and similar routine requests and inquiries relating to the operation of the Plan.
|
a)
|
Each claim must be in writing and delivered by hand or first-class mail (including registered or certified mail) to the Plan Administrator, at the following address:
|
b)
|
The claim must also include sufficient information relating to the identity of the claimant and such other information reasonably necessary to allow the claim to be evaluated.
|
c)
|
In no event may a claim for benefits be filed by a Claimant more than 120 days after the applicable “Notice Date,” as defined below.
|
i)
|
In any case where benefits are paid to the Claimant as a lump sum, the Notice Date shall be the date of payment of the lump sum.
|
ii)
|
In any case where benefits are paid to the Claimant in the form of an annuity or installments, the Notice Date shall be the date of payment of the first installment of the annuity or payment of first installment.
|
iii)
|
In any case where the Plan (prior to the filing of a claim for benefits) determines that an individual is not entitled to benefits (for example (without limitation) where an individual terminates employment and the Plan determines that he has not vested) and the Plan provides written notice to such person of its determination, the Notice Date shall be the date of the individual's receipt of such notice.
|
iv)
|
In any case where the Plan provides an individual with a written statement of his account as of a specific date or the amounts credit to, or charged against, his account within a specified period, the Notice Date with regard to matters describe in such statement shall be the date of the receipt of such notice by such individual (or beneficiary).
|
a)
|
the specific reason or reasons for the denial,
|
b)
|
reference to the specific Plan provisions on which the denial is based,
|
c)
|
a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary,
|
d)
|
reference to and a copy of these Procedures, so as to provide the claimant with a description of the relevant Plan's review procedures and the time limits applicable to such procedures, a description of the claimant's rights regarding documentation as described in Paragraph 9, and
|
e)
|
a statement of the claimant's rights under Section 502(a) of ERISA to bring a civil action with respect to an adverse determination upon review of an appeal filed under Paragraph 6.
|
a)
|
the specific reason or reasons for the adverse determination,
|
b)
|
reference to the specific plan provisions on which the adverse determination was based,
|
c)
|
reference to and a copy of these Procedures, so as to provide the claimant with a description of the claimant's rights regarding documentation as described in Paragraph 9, and
|
d)
|
a statement of the claimant's rights under Section 502(a) of ERISA to bring a civil action with respect to the adverse determination.
|
a)
|
was relied on in determining the claim,
|
b)
|
was submitted, considered or generated in the course of making such determination (whether or not actually relied on), or
|
c)
|
demonstrates that such determination was made in accordance with governing Plan documents (including, for this purpose, these Procedures) and that, where appropriate, Plan provisions have been applied consistently with similarly situated claimants.
|
10.
|
Rights of a Claimant Where Appeal is Denied.
|
a)
|
The claimant's actual entitlement, if any, to bring suit and the scope of and other rules pertaining to any such suit shall be governed by, and subject to the limitations of, applicable law, including ERISA. By extending to an employee or former employee the right to file a claim under these Procedures, neither State Street nor any person or committee appointed as Plan Administrator acknowledges or concedes that such individual is a participant in any particular Plan within the meaning of such Plan or ERISA, and reserves the right to assert that an individual is not a participant in any action brought under Section 502(a).
|
b)
|
In no event may any legal proceeding regarding entitlement to benefits or any aspect of benefits under the Plan be commenced later than the earliest of
|
i)
|
two years after the applicable Notice Date; or
|
ii)
|
one year after the date a claimant receives a decision from the Appeals Committee regarding his appeal, or
|
iii)
|
the date otherwise prescribed by applicable law.
|
c)
|
Before any legal proceeding can be brought, a participant must exhaust the claim appeals procedures as set forth herein.
|
1.
|
Effective for Plan eligibility determinations on or after January 1, 2013, a new subsection 1.3(k) is added to as follows and all subsequent definitions in this section 1.3 are renumbered:
|
2.
|
Effective for Matching Credits made on or after January 1, 2013, Section 1.3(q) is amended in its entirety as follows:
|
3.
|
Effective for Plan eligibility determinations on or after January 1, 2013, Section 2.1(b) is amended in its entirety as follows:
|
4.
|
Effective for Plan Years beginning on or after January 1, 2013, Section 3.3(a) is amended by deleting the figure “25%” and replacing it with “50%”.
|
5.
|
Effective for Plan Years beginning on or after January 1, 2013, the last sentence of Section 3.4 is replaced in its entirety as follows:
|
6.
|
Effective October 1, 2012, Section 3.6 is amended by deleting the phrase “once per calendar month” contained therein and replacing it with “daily”.
|
7.
|
Effective for Separations from Service after October 1, 2012, Section 5.1 is amended in its entirety as follows:
|
8.
|
Effective for elections made on or after January 1, 2013, Section 5.2 is amended in its entirety as follows:
|
9.
|
Effective for Disability determinations after October 1, 2012, Section 5.3(b) is amended in its entirety as follows:
|
1.1
|
Name and Effective Date
. The Plan set forth herein is an amendment, restatement and continuation of the State Street Corporation Deferred Compensation Plan for Directors, originally established effective June 19, 1975. Except as otherwise provided, this restatement shall have effect with respect to amounts earned in respect of services on or after January 1, 2008.
|
1.2
|
Deferrals Prior to 2005
. Deferrals of amounts earned in respect of services prior to January 1, 2005, as to which the applicable terms and conditions have not been materially modified on or after October 4, 2004, shall remain subject to their original terms and to the State Street Corporation Deferred Compensation Plan for Directors in effect prior to October 4, 2004.
|
1.3
|
Deferrals Prior to 2008
. Deferrals not described in Section 1.2 made prior to January 1, 2008 shall be subject to the terms of the Plan as set forth herein. With respect to such deferrals, the Plan Administrator shall honor the original terms of payment, except that any reference therein to termination of employment shall be deemed to require a Separation from Service, and shall also honor any changes in time or form of payment made pursuant to available transition relief;
provided
,
however
, that any change in time or form of payment after December 31, 2008 will be subject to Section 5.4.
|
1.4
|
Definitions
. Capitalized terms have the meaning set forth below unless a different meaning is required by the context:
|
(a)
|
“Account”
means an account established for a Participant's benefit under Section 3.4.
|
(b)
|
“Annual Stock Award”
means the annual award of shares of Stock to Directors.
|
(c)
|
“Beneficiary”
means the person or persons designated by a Participant in writing, subject to such rules as the Plan Administrator may prescribe, to receive benefits under the Plan in the event of the Participant's death. In the absence of an effective designation at the time of a Participant's death, the Participant's Beneficiary shall be his or her surviving spouse or domestic partner, or if none, his or her issue
per stirpes
, or if none, his or her surviving parents, or if none, his or her estate.
|
(d)
|
“Board”
means the Board of Directors of the Corporation.
|
(e)
|
“Code”
means the Internal Revenue Code of 1986, as amended from time to time.
|
(f)
|
“Compensation”
means a Director's Retainer Fees, Meeting Fees, and Annual Stock Award.
|
(g)
|
“Corporation”
means State Street Corporation and any successor thereto.
|
(h)
|
“Deferred Compensation Agreement”
means a written agreement described in Section 3.1. Each Deferred Compensation Agreement shall be in a form approved by or acceptable to the Plan Administrator.
|
(i)
|
“Director”
means a director of the Corporation who is not an employee of the Corporation or of any of its subsidiaries or affiliates.
|
(j)
|
“Disabled
” and
“Disability,”
with respect to a Participant, mean that the Participant is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or that the Participant has been determined to be totally disabled by the Social Security Administration.
|
(k)
|
“Entry Date”
means each January 1.
|
(l)
|
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.
|
(m)
|
“Meeting Fees”
means the fees payable in cash to Directors for attendance at Board and Board committee meetings.
|
(n)
|
“Participant”
means a Director who elects to participate in the Plan or who has an Account under the Plan.
|
(o)
|
“Plan”
means the State Street Corporation Deferred Compensation Plan for Directors, as from time to time amended and in effect.
|
(p)
|
“Plan Administrator”
means the Plan Administrator appointed pursuant to Section 6.1
|
(q)
|
“Plan Year”
means the calendar year.
|
(r)
|
“Retainer Fees”
means any annual retainer payable to a Director, whether payable in cash or Stock.
|
(s)
|
“Section 409A”
means Section 409A of the Code, including the regulations and other applicable Internal Revenue Service guidance thereunder.
|
(t)
|
“
Separation from Service
” means a “separation from service” (as defined at Section 1.409A-1(h) of the Treasury Regulations) from State Street and all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with State Street under Section 1.409A-1(h)(3) of the Treasury Regulations; and correlative terms shall be construed to have a corresponding meaning.
|
(u)
|
“Stock”
means the common stock of the Corporation.
|
2.1
|
Commencement of Participation
. Except as the Board otherwise determines (consistent with the requirements of Section 409A), a Director may elect, prior to any Entry Date following his or her election to the Board, to commence participation as of such Entry Date.
|
2.2
|
Termination of Participation
. A Director shall remain a Participant until his or her Accounts have been fully distributed.
|
3.1
|
Deferred Compensation Agreement
. Prior to the beginning of any Plan Year, a Director may elect to defer a portion of his or her Compensation in respect of services performed in such Plan Year by entering
|
3.2
|
Election Procedures
.
|
(a)
|
Advance elections required
. A Deferred Compensation Agreement must be entered into, if at all, irrevocably prior to the applicable Entry Date for the Plan Year in which the services to which the Compensation relates is to be performed (or by such earlier date as the Plan Administrator may prescribe consistent with the requirements of Section 409A). Once a Deferred Compensation Agreement becomes effective for a Plan Year, it may not be modified or revoked by the Participant.
|
(b)
|
Other requirements
. Except as otherwise determined by the Plan Administrator, a new Deferred Compensation Agreement must be timely executed for each Plan Year.
|
3.3
|
Compensation to be Deferred
. A Director may elect to defer either 50% or 100%, but no other or different portion or percentage, of each type of Compensation (
i.e.
, Annual Stock Award, Meeting Fees, and Retainer Fees) which may become payable to him or her currently with respect to services as a Director during any Plan Year by entering into a Deferred Compensation Agreement with respect to 50% or 100%, as the case may be, of any such Compensation.
|
3.4
|
Accounts
. The Plan Administrator shall establish an Account or Accounts for each Participant reflecting elective deferrals and any adjustments under this Section 3.4.
|
(a)
|
Stock deferrals
. An Account established for a Participant in connection with the deferral of an award otherwise payable in shares of Stock shall be denominated in Stock units (each representing a share of Stock). An Account described in the immediately preceding sentence shall be equitably adjusted by the Plan Administrator to reflect any stock dividends, stock splits or combinations of shares (including a reverse stock split), recapitalizations or other changes in the Corporation's capital structure, and shall be adjusted in connection with the payment of any dividend or other distribution on the Stock to reflect the notional (hypothetical) reinvestment of the amount of the dividend or distribution in additional shares of Stock, such additional shares being treated thereafter (including with respect to subsequent dividends and distributions) in the same manner as the shares initially deferred. Any notional reinvestment shall be deemed to have been made using the closing price of the Stock on the date the dividend or other distribution was paid.
|
(b)
|
Cash deferrals
. All Accounts not described in Section 3.4(a) shall be adjusted for notional (hypothetical) investment experience as described in this Section 3.4(b). The Plan Administrator shall designate for purposes of the Plan one or more investment alternatives (each, a “tracking option”), including, if the Plan Administrator so determines, a tracking option notionally invested in shares of Stock and, if the Plan Administrator so determines, a tracking option that offers a return of notional interest. Each Participant shall have the opportunity to allocate Accounts not described in Section 3.4(a) and/or additional cash deferrals among the available tracking options. Amounts allocated under the Plan to a tracking option shall be treated as notionally invested in that tracking option. In the absence of an affirmative allocation by a Participant, the Plan Administrator may designate a default tracking option and treat the Accounts and/or deferrals (or such portions thereof as shall not have been affirmatively allocated) as being notionally invested in the default tracking option. The Plan Administrator shall periodically adjust Accounts to reflect increases or decreases attributable to these notional investments, and with respect to any Account invested in a tracking option notionally invested in Stock, shall also adjust such Account in the manner described in Section 3.4(a). Except as otherwise determined by the Plan Administrator and subject to such rules as the Plan
|
3.5
|
Miscellaneous
. The Plan Administrator shall maintain such records and prepare such reports as it considers to be necessary or appropriate to carry out the purposes of the Plan. In addition to the adjustments to Accounts referred to in Section 3.4 above, the Plan Administrator shall increase each Account to reflect additional deferrals and shall decrease the Account to reflect distributions.
|
4.1
|
Vesting of Accounts
. All Accounts are fully vested at all times. However, the fact that an Account is fully vested shall not give a Participant or Beneficiary or any other person any right to receive the value of such Account except in accordance with the terms of the Plan.
|
5.1
|
Time of Payment; In General
. Each Participant shall elect, not later than the date of each Deferred Compensation Agreement entered into, for the portion of his or her Accounts under the Plan attributable to the Compensation so deferred is to be paid, or commence to be paid, in accordance with Section 5.2 below, either:
|
5.2
|
Payment Rules
.
|
(a)
|
Time of Payment
. The Corporation shall pay or commence to pay the applicable portion of a Participant's Accounts under the Plan on or as soon as practicable following triggering event under Section 5.1 above (
i.e.
, either Separation from Service or, if so specified, a specified date) entitling the Participant or his or her Beneficiaries to a distribution;
provided
, that a payment shall be made in all events not later than the end of the calendar year in which the triggering event occurs or, if later, the 15th day of the third month following the date on which the triggering event occurs.
|
(b)
|
Death
. If a Participant should die before the specified distribution triggering event, his or her Accounts shall be paid in a single payment to his or her Beneficiaries as soon as practicable following the Participant's death, and in all events not later than the end of the calendar year in which the Participant dies or, if later, the 15th day of the third month following the date on which the Participant dies.
|
(c)
|
Disability
. If a Participant becomes Disabled before the specified distribution date, his or her Accounts shall be paid in a single payment to the Participant as soon as practicable following the event of Disability, and in all events not later than the end of the calendar year in which the Participant becomes Disabled or, if later, the 15th day of the third month following the date on which the Participant becomes Disabled.
|
5.3
|
Amount and Form of Payment
.
|
(a)
|
Amount of Payment
. The amount payable to any Participant or Beneficiary shall be all or a portion of the balance of the Participant's Accounts to the extent subject to the applicable election, adjusted as described below in the case of installment payments.
|
(b)
|
Form of payment
. Payment of all or a portion a Participant's Accounts shall be made in a single payment or in annual installments over a period of two to 10 years as elected by means of the respective Deferred Compensation Agreement. Where payment is to be made in installments, the amount of each installment shall be determined by dividing the total amount standing to the Participant's credit under each Account that is subject to the election immediately prior to the installment by the number of installments remaining to be paid. In the absence of an affirmative election, a Participant shall be deemed to have elected to receive a single payment.
|
(c)
|
Medium of payment
. Deferrals of Compensation otherwise payable in cash, and related notional earnings, shall be paid in cash. Deferrals of Compensation otherwise payable in shares of Stock, together with notionally reinvested dividends, shall be paid by delivery of shares of Stock.
|
5.4
|
Changes to Distribution Elections
. Subject to Section 5.5 below, a Participant may not change the form or payment commencement date for payment of his or her Accounts except in accordance with the following rules:
|
(a)
|
Change in commencement date
. At any time prior to a date that is at least 12 months preceding the Plan Year in which an Account or portion thereof would otherwise have been paid (if payable in a single payment rather than in installments) or in which payment would have commenced (if payable in installments), a Participant may elect to defer the payment or payment commencement date to a specified date at least five years following the date on which the amount would otherwise be paid or commence to be paid.
|
(b)
|
Change in form of payment
. A Participant who has elected (or is deemed to have elected) to receive his or her benefit in a single payment may instead elect installments, and a Participant who has elected installment payments may instead elect a single payment,
provided
in each case that the change is elected in accordance with the requirements of subsection (a) above.
|
(c)
|
Effectiveness of change
. No change to an election as to the time or form of payment will take effect until at least 12 months after the date on which the election is made.
|
5.5
|
Special Rule for 2007 and 2008
. Notwithstanding any provision herein to the contrary, the Plan Administrator may permit Participants or Beneficiaries with an Account under the Plan to elect a new form and time of distribution, not later than December 31, 2008, in a manner consistent with transition guidance under Section 409A, subject to such limitations and restrictions as the Plan Administrator may impose. Such an election made in 2007 may apply only to amounts that would not otherwise be payable in 2007 and may not cause an amount to be paid in 2007 that would not otherwise be payable in 2007, and such an election made in 2008 may apply only to amounts that would not otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would not otherwise be payable in 2008.
|
6.1
|
Plan Administrator
. Except as the Board may otherwise determine, the Plan Administrator shall be the Executive Vice President-Global Human Resources as from time to time in office, or his or her delegate. The Plan Administrator shall have complete discretionary authority to interpret the Plan and to decide all matters under the Plan. Such interpretations and decisions shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Plan Administrator acted arbitrarily and capriciously. No individual acting as Plan Administrator may determine his or her own rights or entitlements under the Plan, if any.
|
6.2
|
Outside Services
. The Plan Administrator may engage counsel and such clerical, financial, investment, accounting, and other specialized services as the Plan Administrator may deem necessary or appropriate for the administration of the Plan. The Plan Administrator shall be entitled to rely upon any opinions, reports, or other advice furnished by counsel or other specialists engaged for that purpose and, in so relying, shall be fully protected in any action, determination, or omission made in good faith.
|
6.3
|
Indemnification
. To the extent permitted by law and not prohibited by its charter or by-laws, the Corporation will indemnify and hold harmless every person who serves or who has served (directly or by delegation) as Plan Administrator and his or her estate if he or she is deceased from and against all claims, loss, damages, liability and reasonable costs and expenses incurred in carrying out his or her responsibilities as Plan Administrator, unless due to the gross negligence, bad faith or willful misconduct of such individual;
provided
, that counsel fees and amounts paid in settlement must be approved by the Corporation,
and
provided
further
that this Section 6.3 will not apply to any claims, loss, damages, liability or costs and expenses which are covered by a liability insurance policy maintained by the Corporation or by the individual. The provisions of the preceding sentence shall not apply to any corporate trustee, insurance company, investment manager or outside service provider (or to any employee of any of the foregoing) except as the Corporation specifies in writing.
|
7.1
|
Amendment; Termination
. By action of the Board, the Corporation reserves the absolute right at any time and from time to time to amend any or all provisions of the Plan or to terminate the Plan.
|
7.2
|
Effect of Amendment or Termination
. No action under Section 7.1 shall operate to reduce the balance of a Participant's Accounts other than through a distribution to the Participant or his or her Beneficiaries. No Plan amendment or instrument of termination will accelerate or defer distributions under the Plan or otherwise alter the availability of elections or other rights under the Plan except as permitted by Section 409A and applicable guidance thereunder.
|
8.1
|
Source of Payments
. All amounts payable hereunder to Participants and their Beneficiaries shall be paid from the general assets of the Corporation.
|
8.2
|
No Warranties
. The Corporation does not warrant or represent in any way that the value of a Participant's Accounts will increase or not decrease. Each Participant and his or her Beneficiaries assume all risk in connection with any change in such value.
|
8.3
|
Inalienability of Benefits
. Except as required by law, no benefit under, or interest in, the Plan or any Account shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void.
|
8.4
|
Expenses
. The Corporation shall pay all costs and expenses incurred in operating and administering the Plan.
|
8.5
|
Headings
. The headings of the sections in the Plan are placed herein for convenience of reference, and, in the case of any conflict, the text of the Plan, rather than such heading, shall control.
|
8.6
|
Acceptance of Plan Terms
. By executing a Deferred Compensation Agreement, a Participant agrees, for himself or herself and on behalf of his or her Beneficiaries, to abide by the terms of the Plan and the determinations of the Plan Administrator with respect thereto.
|
8.7
|
Section 409A
. The Plan and all related instruments shall be construed and administered consistent with the objective that all deferrals and payments under the Plan will comply with the requirements of Section 409A. Notwithstanding the foregoing, deferrals of amounts earned and vested prior to January 1, 2005 (including any earnings thereon determined in accordance with Section 409A) shall be administered consistent with the objective that such deferrals will remain exempt from the requirements of Section 409A.
|
8.8
|
Construction
. The Plan shall be construed, regulated, and administered in accordance with applicable federal laws and the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.
|
n
|
annual retainer - $75,000, payable at the director's election in shares of State Street common stock or in cash;
|
n
|
meeting fees - $1,500 for each Board and committee meeting attended, together with reimbursement of expenses incurred as a result of attending such meetings, payable in cash;
|
n
|
an annual common stock award in an amount equal to $130,000 divided by the closing price of the stock on May 16, 2012 (with additional stock amounts to reflect dividends if the award is deferred);
|
n
|
a pro-rated annual retainer and annual common stock award for any director joining the Board prior to the 2013 annual meeting;
|
n
|
an additional annual retainer for the Lead Director of $90,000, payable at the director's election in shares of State Street common stock or in cash;
|
n
|
an additional annual retainer for the Examining and Audit Committee Chair and for the Risk and Capital Committee Chair of $25,000, payable at the director's election in shares of State Street common stock or in cash;
|
n
|
an additional annual retainer for the Chairs of the Executive Compensation Committee and the Nominating and Corporate Governance Committee of $15,000, payable at the director's election in shares of State Street common stock or in cash; and
|
n
|
an additional annual retainer for each member of the Examining and Audit Committee and for each member of the Risk and Capital Committee, other than the Chairs, of $10,000, payable at the director's election in shares of State Street common stock or in cash.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
(Dollars in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
EXCLUDING INTEREST ON DEPOSITS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income from continuing operations, as reported
|
|
$
|
2,766
|
|
|
$
|
2,536
|
|
|
$
|
2,086
|
|
|
$
|
2,525
|
|
|
$
|
2,842
|
|
Share of pre-tax income (loss) of unconsolidated entities
|
|
(15
|
)
|
|
37
|
|
|
67
|
|
|
43
|
|
|
34
|
|
|||||
Fixed charges
|
|
370
|
|
|
462
|
|
|
636
|
|
|
607
|
|
|
983
|
|
|||||
Adjusted earnings
|
(A)
|
$
|
3,121
|
|
|
$
|
3,035
|
|
|
$
|
2,789
|
|
|
$
|
3,175
|
|
|
$
|
3,859
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on short-term borrowings
|
|
$
|
73
|
|
|
$
|
96
|
|
|
$
|
257
|
|
|
$
|
218
|
|
|
$
|
674
|
|
Interest on long-term debt, including amortization of debt issuance costs
|
|
176
|
|
|
241
|
|
|
235
|
|
|
251
|
|
|
187
|
|
|||||
Portion of long-term leases representative of the interest factor
(1)
|
|
121
|
|
|
125
|
|
|
144
|
|
|
138
|
|
|
122
|
|
|||||
Preferred stock dividends and related adjustments
(2)
|
|
39
|
|
|
27
|
|
|
—
|
|
|
226
|
|
|
34
|
|
|||||
Fixed charges and preferred stock dividends
|
(B)
|
$
|
409
|
|
|
$
|
489
|
|
|
$
|
636
|
|
|
$
|
833
|
|
|
$
|
1,017
|
|
Consolidated ratios of adjusted earnings to combined fixed charges and preferred stock dividends, excluding interest on deposits
|
(A)/(B)
|
7.63 x
|
|
|
6.21 x
|
|
|
4.39 x
|
|
|
3.81 x
|
|
|
3.79 x
|
|
|||||
INCLUDING INTEREST ON DEPOSITS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pre-tax income from continuing operations, as reported
|
|
$
|
2,766
|
|
|
$
|
2,536
|
|
|
$
|
2,086
|
|
|
$
|
2,525
|
|
|
$
|
2,842
|
|
Share of pre-tax income of unconsolidated entities
|
|
(15
|
)
|
|
37
|
|
|
67
|
|
|
43
|
|
|
34
|
|
|||||
Fixed charges
|
|
536
|
|
|
682
|
|
|
849
|
|
|
802
|
|
|
2,309
|
|
|||||
Adjusted earnings
|
(C)
|
3,287
|
|
|
$
|
3,255
|
|
|
$
|
3,002
|
|
|
$
|
3,370
|
|
|
$
|
5,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on short-term borrowings and deposits
|
|
$
|
239
|
|
|
$
|
316
|
|
|
$
|
470
|
|
|
$
|
413
|
|
|
$
|
2,000
|
|
Interest on long-term debt, including amortization of debt issuance costs
|
|
176
|
|
|
241
|
|
|
235
|
|
|
251
|
|
|
187
|
|
|||||
Portion of long-term leases representative of the interest factor
(1)
|
|
121
|
|
|
125
|
|
|
144
|
|
|
138
|
|
|
122
|
|
|||||
Preferred stock dividends and related adjustments
(2)
|
|
39
|
|
|
27
|
|
|
—
|
|
|
226
|
|
|
34
|
|
|||||
Fixed charges and preferred stock dividends
|
(D)
|
$
|
575
|
|
|
$
|
709
|
|
|
$
|
849
|
|
|
$
|
1,028
|
|
|
$
|
2,343
|
|
Consolidated ratios of adjusted earnings to combined fixed charges and preferred stock dividends, including interest on deposits
|
(C)/(D)
|
5.72 x
|
|
|
4.59 x
|
|
|
3.54 x
|
|
|
3.28 x
|
|
|
2.21 x
|
|
(1)
|
The interest factor on long-term operating leases represented a reasonable approximation of the appropriate portion of operating lease expense considered to be representative of interest. The interest factor on long-term capital leases represented the amount recorded as interest expense in our consolidated statement of income.
|
(2)
|
Preferred dividends and related adjustments, including accretion, were adjusted to represent pre-tax earnings that would be required to cover dividend and accretion requirements.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
(Dollars in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
EXCLUDING INTEREST ON DEPOSITS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income from continuing operations, as reported
|
|
$
|
2,766
|
|
|
$
|
2,536
|
|
|
$
|
2,086
|
|
|
$
|
2,525
|
|
|
$
|
2,842
|
|
Share of pre-tax income (loss) of unconsolidated entities
|
|
(15
|
)
|
|
37
|
|
|
67
|
|
|
43
|
|
|
34
|
|
|||||
Fixed charges
|
|
370
|
|
|
462
|
|
|
636
|
|
|
607
|
|
|
983
|
|
|||||
Adjusted earnings
|
(A)
|
$
|
3,121
|
|
|
$
|
3,035
|
|
|
$
|
2,789
|
|
|
$
|
3,175
|
|
|
$
|
3,859
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on short-term borrowings
|
|
$
|
73
|
|
|
$
|
96
|
|
|
$
|
257
|
|
|
$
|
218
|
|
|
$
|
674
|
|
Interest on long-term debt, including amortization of debt issuance costs
|
|
176
|
|
|
241
|
|
|
235
|
|
|
251
|
|
|
187
|
|
|||||
Portion of long-term leases representative of the interest factor
(1)
|
|
121
|
|
|
125
|
|
|
144
|
|
|
138
|
|
|
122
|
|
|||||
Fixed charges
|
(B)
|
$
|
370
|
|
|
$
|
462
|
|
|
$
|
636
|
|
|
$
|
607
|
|
|
$
|
983
|
|
Consolidated ratios of adjusted earnings to fixed charges, excluding interest on deposits
|
(A)/(B)
|
8.44 x
|
|
|
6.57 x
|
|
|
4.39x
|
|
|
5.23x
|
|
|
3.93x
|
|
|||||
INCLUDING INTEREST ON DEPOSITS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pre-tax income from continuing operations, as reported
|
|
$
|
2,766
|
|
|
$
|
2,536
|
|
|
$
|
2,086
|
|
|
$
|
2,525
|
|
|
$
|
2,842
|
|
Share of pre-tax income of unconsolidated entities
|
|
(15
|
)
|
|
37
|
|
|
67
|
|
|
43
|
|
|
34
|
|
|||||
Fixed charges
|
|
536
|
|
|
682
|
|
|
849
|
|
|
802
|
|
|
2,309
|
|
|||||
Adjusted earnings
|
(C)
|
$
|
3,287
|
|
|
$
|
3,255
|
|
|
$
|
3,002
|
|
|
$
|
3,370
|
|
|
$
|
5,185
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on short-term borrowings and deposits
|
|
$
|
239
|
|
|
$
|
316
|
|
|
$
|
470
|
|
|
$
|
413
|
|
|
$
|
2,000
|
|
Interest on long-term debt, including amortization of debt issuance costs
|
|
176
|
|
|
241
|
|
|
235
|
|
|
251
|
|
|
187
|
|
|||||
Portion of long-term leases representative of the interest factor
(1)
|
|
121
|
|
|
125
|
|
|
144
|
|
|
138
|
|
|
122
|
|
|||||
Fixed charges
|
(D)
|
$
|
536
|
|
|
$
|
682
|
|
|
$
|
849
|
|
|
$
|
802
|
|
|
$
|
2,309
|
|
Consolidated ratios of adjusted earnings to fixed charges, including interest on deposits
|
(C)/(D)
|
6.13 x
|
|
|
4.77 x
|
|
|
3.54x
|
|
|
4.20x
|
|
|
2.25x
|
|
|
|
Currenex INC
|
New York
|
EuroGalleon Limited
|
Ireland
|
International Fund Services (N.A.), L.L.C.
|
New York
|
Investors Boston Securities Corporation
|
Massachusetts
|
Investors California, LLC
|
Massachusetts
|
Investors Copley Securities Corporation
|
Massachusetts
|
Lincoln Securities Corporation
|
Massachusetts
|
Offshore Financial Solutions LTD
|
Grand Cayman
|
Princeton Financial Systems
|
New Jersey
|
Quincy Securities Corporation
|
Massachusetts
|
SS Borrowdale Pty Limited
|
Australia
|
SS Scarborough Pty Limited
|
Australia
|
SSB Realty, LLC
|
Massachusetts
|
State Street AIS Europe LLC
|
Delaware
|
State Street Bank and Trust Company
|
Massachusetts
|
State Street Bank Europe, Limited
|
United Kingdom
|
State Street Bank GMBH
|
Germany
|
State Street Bank S.P.A.
|
Italy
|
State Street Bank Luxembourg S.A.
|
Luxembourg
|
State Street Banque, S.A.
|
France
|
State Street Global Advisors International Holdings INC
|
Delaware
|
State Street Global Advisors, INC
|
Delaware
|
State Street Global Advisors Limited
|
United Kingdom
|
State Street Global Markets Intl Ltd.
|
United Kingdom
|
State Street Global Markets, LLC
|
Massachusetts
|
State Street Holdings Germany GMBH
|
Germany
|
State Street Holdings Ireland
|
Ireland
|
State Street Holdings Italy S.R.L.
|
Italy
|
State Street International Holdings
|
Massachusetts
|
State Street International Holdings Switzerland GMBH
|
Switzerland
|
State Street International Ireland Limited
|
Ireland
|
State Street Investment Manager Solutions, Llc
|
Massachusetts
|
State Street Investment Services California LLC
|
California
|
State Street Massachusetts Securities Corporation
|
Massachusetts
|
1.
|
I have reviewed this Annual Report on Form 10-K of State Street Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
Date:
|
February 22, 2013
|
|
By:
|
/s/ J
OSEPH
L. H
OOLEY
|
|
|
|
|
Joseph L. Hooley,
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of State Street Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
Date:
|
February 22, 2013
|
|
By:
|
/s/ E
DWARD
J. R
ESCH
|
|
|
|
|
Edward J. Resch,
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
Date:
|
February 22, 2013
|
|
By:
|
/s/ J
OSEPH
L. H
OOLEY
|
|
|
|
|
Joseph L. Hooley,
Chairman, President and Chief Executive Officer
|
|
|
|
|
|
Date:
|
February 22, 2013
|
|
By:
|
/s/ E
DWARD
J. R
ESCH
|
|
|
|
|
Edward J. Resch,
Executive Vice President and
Chief Financial Officer
|