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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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Depositary Shares, each representing a 1/4,000th ownership interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, without 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 E, without 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 G, 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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Item 16
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Adds new requirements for a minimum common equity tier 1 risk-based capital ratio of 4.5% and a minimum supplementary leverage ratio of 3% for advanced banking organizations;
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Raises the minimum tier 1 risk-based capital ratio from 4% under Basel I and Basel II to 6%;
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Leaves the existing, minimum total capital ratio at 8%;
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Implements the capital conservation and countercyclical capital buffers, referenced below, as well as a G-SIB surcharge
included under "Capital" in "Financial Condition" included under Item 7, Management's Discussion and Analysis, of this Form 10-K;
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Implements the previously described standardized approach to replace the calculation of RWA under Basel I; and
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Implements the advanced approaches for the calculation of RWA.
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Method 1: Assesses systemic importance based upon five equally-weighted components: size, interconnectedness, complexity, cross-jurisdictional activity and substitutability;
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Method 2: Alters the calculation from Method 1 by factoring in a wholesale funding score in place of substitutability and applying a 2x multiplier to the sum of the five components
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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 sovereign-debt risks in the U.S., Europe and other regions;
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increases in the volatility of, or declines in the level of, our net interest revenue, changes in the
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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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the level and volatility of interest rates, the valuation of the U.S. dollar relative to other currencies in which we record revenue or accrue expenses and the performance and volatility of securities, credit, currency and other markets in the U.S. and internationally; and the impact of monetary and fiscal policy in the United States and internationally on prevailing rates of interest and currency exchange rates in the markets in which we provide services to our clients;
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the credit quality, credit-agency ratings and fair values of the securities in our investment securities portfolio, a deterioration or downgrade of which could lead to 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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our ability to attract deposits and other low-cost, short-term funding, our ability to manage levels of such deposits and the relative portion of our deposits that are determined to be operational under regulatory guidelines and our ability to deploy deposits in a profitable manner consistent with our liquidity needs, regulatory requirements and risk profile;
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the manner and timing with which the Federal Reserve and other U.S. and foreign regulators implement or reevaluate changes to the regulatory framework applicable to our operations, including implementation or modification of the Dodd-Frank Act, the Basel III final rule and European legislation (such as the Alternative Investment Fund Managers Directive, Undertakings for Collective Investment in Transferable Securities Directives and Markets in Financial Instruments Directive II); among other consequences, these regulatory changes impact the levels of regulatory capital we must maintain, acceptable levels of credit exposure to third parties, margin requirements applicable to derivatives, and restrictions on banking and financial activities. In addition, our regulatory posture and related expenses have been and will continue to be affected by changes in regulatory expectations for global systemically important financial institutions applicable to, among other things, risk management, liquidity and capital planning, resolution planning, compliance programs, and
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we may not successfully implement our plans to have a credible resolution plan by July 2017, or that plan may not be considered to be sufficient by the Federal Reserve and the FDIC, due to a number of factors, including, but not limited to, challenges we may experience in interpreting and addressing regulatory expectations, failure to implement remediation in a timely manner, the complexities of development of a comprehensive plan to resolve a global custodial bank and related costs and dependencies. If we fail to meet regulatory expectations to the satisfaction of the Federal Reserve and the FDIC in any future submission, we could be subject to more stringent capital, leverage or liquidity requirements, or restrictions on our growth, activities or operations;
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adverse changes in the regulatory ratios that we are required or will be required to meet, whether arising under the Dodd-Frank Act or the Basel III final rule, or due to changes in regulatory positions, practices or regulations in jurisdictions in which we engage in banking activities, including changes in internal or external data, formulae, models, assumptions or other advanced systems used in the calculation of our capital ratios that cause changes in those ratios as they are measured from period to period;
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requirements to obtain the prior approval or non-objection of the Federal Reserve or other U.S. and non-U.S. regulators for the use, allocation or distribution of our capital or other specific capital actions or corporate activities, including, without limitation, acquisitions, investments in subsidiaries, dividends and stock purchases, without which our growth plans, distributions to shareholders, share repurchase programs or other capital or corporate initiatives may be restricted;
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changes in law or regulation, or the enforcement of law or regulation, that may adversely affect our business activities or those of our clients or our counterparties, and the products or services that we sell, including 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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economic or financial market disruptions in the U.S. or internationally, including those which may result from recessions or political instability; for example, the U.K.'s decision to exit from the European Union may continue to disrupt
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our ability to develop and execute State Street Beacon, our multi-year transformation program to digitize our business, deliver significant value and innovation for our clients and lower expenses across the organization, any failure of which, in whole or in part, may among other things, reduce our competitive position, diminish the cost-effectiveness of our systems and processes or provide an insufficient return on our associated investment;
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our ability to promote a strong culture of risk management, operating controls, compliance oversight, ethical behavior and governance that meets our expectations and those of our clients and our regulators, and the financial, regulatory, reputation and other consequences of our failure to meet such expectations; the impact on our compliance and controls enhancement programs of the appointment of a monitor under the deferred prosecution agreement with the DOJ and compliance consultant expected to be appointed under a potential settlement with the SEC, including the potential for such monitor and compliance consultant to require changes to our programs or to identify other issues that require substantial expenditures, changes in our operations, or payments to clients or reporting to U.S. authorities;
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the results of our review of our billing practices, including additional amounts we may be required to reimburse clients, as well as potential consequences of such review, including damage to our client relationships and adverse actions by governmental authorities;
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the results of, and costs associated with, governmental or regulatory inquiries and investigations, litigation and similar claims, disputes, or civil or criminal proceedings;
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changes or potential changes in the amount of compensation we receive from clients for our services, and the mix of services provided by us that clients choose;
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the large institutional clients on which we focus are often able to exert considerable market influence, and this, combined with strong competitive market forces, subjects us to significant pressure to reduce the fees we charge, to potentially significant changes in our assets under custody and administration or our assets under management in the event of the acquisition or loss of a client, in whole or in part, and to potentially significant changes in our fee revenue in the event a client re-balances or
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the potential for losses arising from our investments in sponsored investment funds;
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the possibility that our clients will incur substantial losses in investment pools for which we act as agent, and the possibility of significant reductions in the liquidity or valuation of assets underlying those pools;
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our ability to anticipate and manage the level and timing of redemptions and withdrawals from our collateral pools and other collective investment products;
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the credit agency ratings of our debt and depositary obligations and investor and client perceptions of our financial strength;
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adverse publicity
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whether specific to State Street or regarding other industry participants or industry-wide factors, or other reputational harm;
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our ability to control operational risks, data security breach risks and outsourcing risks, our ability to protect our intellectual property rights, the possibility of errors in the quantitative models we use to manage our business and the possibility that our controls will prove insufficient, fail or be circumvented;
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our ability to expand our use of technology to enhance the efficiency, accuracy and reliability of our operations and our dependencies on information technology and our ability to control related risks, including cyber-crime and other threats to our information technology infrastructure and systems (including those of our third-party service providers) and their effective operation both independently and with external systems, and complexities and costs of protecting the security of such systems and data;
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our ability to grow revenue, manage expenses, attract and retain highly skilled people and raise the capital necessary to achieve our business goals and comply with regulatory requirements and expectations;
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changes or potential changes to the competitive environment, including changes due to regulatory and technological changes, the effects of industry consolidation and perceptions of State Street as a suitable service provider or counterparty;
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our ability to complete acquisitions, joint ventures and divestitures, including the ability to obtain regulatory approvals, the ability to arrange financing as required and the ability to satisfy closing conditions;
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the risks that our acquired businesses and joint ventures will not achieve their anticipated
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our ability to recognize evolving needs of our clients and to develop products that are responsive to such trends and profitable to us, the performance of and demand for the products and services we offer
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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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changes in accounting standards and practices; and
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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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Short-term credit
. The degree of client demand for short-term credit tends to increase during periods of market turbulence, which may expose us to further counterparty- related risks. For example, investors in collective investment vehicles for which we act as custodian may experience significant redemption activity due to adverse market or economic news. Our relationship with our clients and the nature of the settlement process for some types of payments may result in the extension of short-term credit in such circumstances. For some types of clients, we provide credit to allow them to leverage their portfolios, which may expose us to potential loss if the client experiences investment losses or other credit difficulties.
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Industry and country risks
. In addition to our exposure to financial institutions, we are from time to time exposed to concentrated credit
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Unavailability of netting
. We are generally not able to net exposures across counterparties that are affiliated entities and may not be able in all circumstances to net exposures to the same legal entity across multiple products. As a consequence, we may incur a loss in relation to one entity or product even though our exposure to an entity's affiliates or across product types is over-collateralized.
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Subcustodian risks
. Our use of unaffiliated subcustodians exposes us to credit risk, in addition to other risks, such as operational risk, dependencies on credit extensions and risks of the legal systems of the jurisdictions in which the subcustodians operate, each of which may be material. These risks are amplified due to changing regulatory requirements with respect to our financial exposures in the event those subcustodians are unable to return a client’s assets, including, in some regulatory regimes, including the E.U.'s UCITS and AIFM directive, requirements that we be responsible for resulting losses suffered by our clients.
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Settlement risks
. We are exposed to settlement risks, particularly in our payments and foreign exchange activities. Those activities may lead to losses in the event of a counterparty breach, failure to provide credit extensions or an operational error. Due to our membership in several industry clearing or settlement exchanges, we may be required to guarantee obligations and liabilities, or provide financial support, in the event that other members do not honor their obligations or default. Moreover, not all of our counterparty exposure is secured, and even when our exposure is secured, the realizable value of the collateral may have declined by the time we exercise our rights against that
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Securities lending and repurchase agreement indemnification
. On behalf of clients enrolled in our securities lending program, we lend securities to banks, broker/dealers and other institutions. In the event of a failure of the borrower to return such securities, we typically agree to indemnify our clients for the amount by which the fair market value of those securities exceeds the proceeds of the disposition of the collateral recalled from the borrower in connection with such transaction. Borrowers are generally required to provide collateral equal to a contractually agreed percentage equal to or in excess of the fair market value of the loaned securities. As the fair market value of the loaned securities changes, additional collateral is provided by the borrower or collateral is returned to the borrower. In addition, our clients often purchase securities or other financial instruments from financial counterparties, including broker/dealers, under repurchase arrangements, frequently as a method of reinvesting the cash collateral they receive from lending their securities. Under these arrangements, the counterparty is obligated to repurchase these securities or financial instruments from the client at the same price (plus an agreed rate of return) at some point in the future. The value of the collateral is intended to exceed the counterparty's payment obligation, and collateral is adjusted daily to account for shortfall under, or excess over, the agreed-upon collateralization level. As with the securities lending program, we agree to indemnify our clients from any loss that would arise on a default by the counterparty under these repurchase arrangements if the proceeds from the disposition of the securities or other financial assets held as collateral are less than the amount of the repayment obligation by the client's counterparty. In such instances of counterparty default, for both securities lending and repurchase agreements, we, rather than our client, are exposed to the risks associated with collateral value.
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Stable value arrangements
. We provide benefit-responsive contracts, known as wraps, to defined contribution plans that offer a stable value option to their participants. During the financial crisis, the book value of obligations under many of these contracts
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U.S. municipal obligations remarketing credit facilities
. We provide credit facilities in connection with the remarketing of U.S. municipal obligations, potentially exposing us to credit exposure to the municipalities issuing such bonds and to their increased liquidity demands. In the current economic environment, where municipalities are subject to increased investor concern, the risks associated with such businesses increase.
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Senior secured bank loans
. In recent years, we have increased our investment in senior secured bank loans. We invest in these loans to non-investment grade borrowers through participation in loan syndications in the non-investment grade lending market. We rate these loans as "speculative" under our internal risk-rating framework, and these loans have significant exposure to credit losses relative to higher-rated loans. We are therefore at a higher risk of default with respect to these investments relative to other of our investments activities. In addition, unlike other financial institutions that may have an active role in managing individual loan compliance, our investment in these loans is generally as a passive investor with limited control. As our investment in these loans has increased, we have also experienced increases in our provision for loan losses. As this portfolio grows and becomes more seasoned, our allowance for loan losses related to these loans may increase through additional provisions for credit losses.
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Asset class concentration
. Our investment portfolio continues to have significant concentrations in several classes of securities, including agency residential mortgage-backed securities, commercial mortgage-backed securities and other asset- backed securities, and securities with concentrated exposure to consumers. These classes and types of securities experienced significant liquidity, valuation and credit quality deterioration during the financial crisis that began in mid-2007. We also hold non-U.S. mortgage-backed and asset-backed securities with exposures to European countries, whose sovereign-debt markets have experienced increased stress since 2011 and may continue to experience stress in the future. For further information, refer to the risk factor
titled
“Our businesses have
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Effects of market conditions
. If market conditions deteriorate, our investment portfolio could experience a decline in market value, whether due to a decline in liquidity or an increase in the yield required by investors to hold such securities, regardless of our credit view of our portfolio holdings. For example, we recorded significant losses not related to credit in connection with the consolidation of our off-balance sheet asset-backed commercial paper conduits in 2009 and the repositioning of our investment portfolio in 2010. In addition, in general, deterioration in credit quality, or changes in management's expectations regarding repayment timing or in management's investment intent to hold securities to maturity, in each case with respect to our portfolio holdings, could result in other-than-temporary impairment. Similarly, if a material portion of our investment portfolio were to experience credit deterioration, our capital ratios as calculated pursuant to the Basel III final rule could be adversely affected. This risk is greater with portfolios of investment securities that contain credit risk than with holdings of U.S. Treasury securities.
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Effects of interest rates
. Our investment portfolio is further subject to changes in both U.S. and non-U.S. (primarily in Europe) interest rates, and could be negatively affected by changes in those rates, whether or not expected. This is particularly true in the case of a quicker-than-anticipated increase in interest rates, which would decrease market values in the near-term or by monetary policy that results in persistently low or negative rates of interest on certain investments. The latter has been the case, for example, with respect to ECB monetary policy, including negative interest rates in some jurisdictions, with associated negative effects on our investment portfolio reinvestment, net interest revenue and net interest margin. The effect on our net interest revenue has been exacerbated by the effects of the strong U.S. dollar relative to other currencies, particularly the Euro. If ECB monetary policy continues to pressure European interest rates downward
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meet clients' demands for return of their deposits;
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extend credit to our clients in connection with our custody business; and
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fund the pool of long- and intermediate-term assets that are included in the investment securities carried in our consolidated statement of condition.
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Invoicing Matter.
In December 2015, we announced a review of the manner in which we invoiced certain expenses to some of our Investment Servicing clients, primarily in the United States, during an 18-year period going back to 1998, and our determination that we had incorrectly invoiced clients for certain expenses. We informed our clients in December 2015 that we will pay to them the amounts we concluded were incorrectly invoiced to them, plus interest. We currently expect to pay at least
$340 million
(including interest), in connection with that review, which is ongoing. We are implementing enhancements to our billing processes, and we are reviewing the conduct of our employees and have taken appropriate steps to address conduct inconsistent with our standards, including, in some cases, termination of employment. We are also evaluating other billing practices relating to our Investment Servicing clients, including calculation of asset-based fees.
We have received a purported class action demand letter alleging that our invoicing practices were unfair and deceptive under Massachusetts law. A class of customers, or particular customers, may assert that we have not paid to them all amounts incorrectly invoiced, and may seek double or treble damages under Massachusetts law. We are also responding to requests for information from, and are cooperating with investigations by, governmental authorities on these matters, including the civil and criminal divisions of the DOJ, the SEC, the
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Transition Management
. In January 2014, we entered into a settlement with the FCA, pursuant to which we paid a fine of
£22.9 million
(approximately
$37.8 million
), as a result of our having charged six clients of our U.K. transition management business during 2010 and 2011 amounts in excess of the contractual terms. The SEC and the DOJ opened separate investigations into this matter. In April 2016, the U.S. Attorney’s office in Boston charged two former employees in our transition management business with criminal fraud in connection with their alleged role in this matter, and, in May 2016, the SEC commenced a parallel civil enforcement proceeding against one of these individuals. In January 2017, we announced that we had entered into a deferred prosecution agreement with the DOJ and the United States Attorney for the District of Massachusetts. Under the terms of the agreement with the DOJ, State Street will, among other actions, pay a penalty of
$32.3 million
and enter into a deferred prosecution agreement. Pursuant to the terms of the deferred prosecution agreement, State Street has agreed to retain an independent compliance consultant and compliance monitor for a term of three years (subject to extension). State Street is in discussions with the SEC Staff regarding a resolution of the matter and has reached an agreement with the SEC Staff to pay a penalty of
$32.3 million
(equal to the penalty being paid to the DOJ). Resolution of the matter is subject to completion of negotiations with the SEC Staff on the other terms of the settlement, followed by review and consideration by the SEC.
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Foreign Exchange
. In July 2016, we
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Written Agreement
. On June 1, 2015, we entered into a written agreement with the Federal Reserve and the Massachusetts Division of Banks relating to deficiencies identified in our compliance programs with the requirements of the Bank Secrecy Act, AML regulations and U.S. economic sanctions regulations promulgated by OFAC. As part of this enforcement action, we are required to, among other things, implement improvements to our compliance programs and to retain an independent firm to conduct a review of account and transaction activity covering a prior three-month period to evaluate whether any suspicious activity not previously reported should have been identified and reported in accordance with applicable regulatory requirements. To the extent deficiencies in our historical reporting are identified as a result of the transaction review or if we fail to comply with the terms of the written
agreement, we may become subject to fines and other regulatory sanctions, which may have a material adverse effect on us.
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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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59
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Chairman and Chief Executive Officer
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Eric W. Aboaf
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52
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Executive Vice President
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Michael W. Bell
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53
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Executive Vice President and Chief Financial Officer
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Jeffrey N. Carp
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60
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Executive Vice President, Chief Legal Officer and Secretary
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Jeff D. Conway
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51
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Executive Vice President
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Andrew J. Erickson
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47
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Executive Vice President
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Kathryn M. Horgan
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51
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Executive Vice President
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Karen C. Keenan
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54
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Executive Vice President and Chief Administrative Officer
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Andrew P. Kuritzkes
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56
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Executive Vice President and Chief Risk Officer
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Louis D. Maiuri
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52
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Executive Vice President
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Sean P. Newth
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41
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Senior Vice President, Chief Accounting Officer and Controller
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Ronald P. O'Hanley
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60
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Vice Chairman and Chief Executive Officer and President of SSGA
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Alison A. Quirk
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55
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Executive Vice President
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Michael F. Rogers
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59
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President and Chief Operating Officer
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Wai-Kwong Seck
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61
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Executive Vice President
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Antoine Shagoury
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46
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Executive Vice President
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George E. Sullivan
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56
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Executive Vice President
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(Dollars in millions, except per share amounts; shares in thousands)
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Total Number of Shares Purchased
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Average Price Paid Per Share
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Total Number of Shares Purchased as Part of Publicly Announced Program
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Approximate Dollar Value of Shares That May Yet be Purchased Under Publicly Announced Program
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||||||
Period:
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||||||
October 1 - October 31, 2016
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184
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$
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70.52
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184
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$
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1,062
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November 1 - November 30, 2016
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2,438
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|
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75.29
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2,438
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878
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December 1 - December 31, 2016
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1,615
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79.54
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1,615
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750
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Total
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4,237
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76.70
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4,237
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750
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2011
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2012
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2013
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2014
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2015
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2016
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||||||||||||
State Street Corporation
|
$
|
100
|
|
|
$
|
119
|
|
|
$
|
189
|
|
|
$
|
205
|
|
|
$
|
177
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|
|
$
|
212
|
|
S&P 500 Index
|
100
|
|
|
116
|
|
|
154
|
|
|
175
|
|
|
177
|
|
|
198
|
|
||||||
S&P Financial Index
|
100
|
|
|
129
|
|
|
175
|
|
|
201
|
|
|
198
|
|
|
243
|
|
||||||
KBW Bank Index
|
100
|
|
|
133
|
|
|
183
|
|
|
200
|
|
|
201
|
|
|
259
|
|
(Dollars in millions, except per share amounts or where otherwise noted)
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2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
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||||||||||
YEARS ENDED DECEMBER 31:
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|
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||||||||||
Total fee revenue
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$
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8,116
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|
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$
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8,278
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|
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$
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8,010
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|
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$
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7,570
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|
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$
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7,069
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|
Net interest revenue
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2,084
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|
|
2,088
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|
|
2,260
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|
2,303
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|
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2,538
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|||||
Gains (losses) related to investment securities, net
(1)
|
7
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|
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(6
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)
|
|
4
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|
|
(9
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)
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|
23
|
|
|||||
Total revenue
|
10,207
|
|
|
10,360
|
|
|
10,274
|
|
|
9,864
|
|
|
9,630
|
|
|||||
Provision for loan losses
|
10
|
|
|
12
|
|
|
10
|
|
|
6
|
|
|
(3
|
)
|
|||||
Total expenses
|
8,077
|
|
|
8,050
|
|
|
7,827
|
|
|
7,192
|
|
|
6,886
|
|
|||||
Income before income tax expense
|
2,120
|
|
|
2,298
|
|
|
2,437
|
|
|
2,666
|
|
|
2,747
|
|
|||||
Income tax expense (benefit)
(2)
|
(22
|
)
|
|
318
|
|
|
415
|
|
|
616
|
|
|
700
|
|
|||||
Net income from non-controlling interest
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
$
|
2,143
|
|
|
$
|
1,980
|
|
|
$
|
2,022
|
|
|
$
|
2,050
|
|
|
$
|
2,047
|
|
Adjustments to net income
(3)
|
(175
|
)
|
|
(132
|
)
|
|
(64
|
)
|
|
(34
|
)
|
|
(42
|
)
|
|||||
Net income available to common shareholders
|
$
|
1,968
|
|
|
$
|
1,848
|
|
|
$
|
1,958
|
|
|
$
|
2,016
|
|
|
$
|
2,005
|
|
PER COMMON SHARE:
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
5.03
|
|
|
$
|
4.53
|
|
|
$
|
4.62
|
|
|
$
|
4.52
|
|
|
$
|
4.23
|
|
Diluted
|
4.97
|
|
|
4.47
|
|
|
4.53
|
|
|
4.43
|
|
|
4.17
|
|
|||||
Cash dividends declared
|
1.44
|
|
|
1.32
|
|
|
1.16
|
|
|
1.04
|
|
|
.96
|
|
|||||
Closing market price (at year end)
|
$
|
77.72
|
|
|
$
|
66.36
|
|
|
$
|
78.50
|
|
|
$
|
73.39
|
|
|
$
|
47.01
|
|
AS OF DECEMBER 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities
|
$
|
97,167
|
|
|
$
|
100,022
|
|
|
$
|
112,636
|
|
|
$
|
116,914
|
|
|
$
|
121,061
|
|
Average total interest-earning assets
|
199,184
|
|
|
220,456
|
|
|
209,054
|
|
|
178,101
|
|
|
167,615
|
|
|||||
Total assets
|
242,698
|
|
|
245,155
|
|
|
274,089
|
|
|
243,262
|
|
|
222,561
|
|
|||||
Deposits
|
187,163
|
|
|
191,627
|
|
|
209,040
|
|
|
182,268
|
|
|
164,181
|
|
|||||
Long-term debt
|
11,430
|
|
|
11,497
|
|
|
10,012
|
|
|
9,670
|
|
|
7,408
|
|
|||||
Total shareholders' equity
|
21,219
|
|
|
21,103
|
|
|
21,328
|
|
|
20,248
|
|
|
20,824
|
|
|||||
Assets under custody and administration (in billions)
|
28,771
|
|
|
27,508
|
|
|
28,188
|
|
|
27,427
|
|
|
24,371
|
|
|||||
Assets under management (in billions)
|
2,468
|
|
|
2,245
|
|
|
2,448
|
|
|
2,345
|
|
|
2,086
|
|
|||||
Number of employees
|
33,783
|
|
|
32,356
|
|
|
29,970
|
|
|
29,430
|
|
|
29,650
|
|
|||||
RATIOS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average common shareholders' equity
|
10.5
|
%
|
|
9.8
|
%
|
|
9.8
|
%
|
|
10.2
|
%
|
|
10.3
|
%
|
|||||
Return on average assets
|
0.93
|
|
|
0.79
|
|
|
0.85
|
|
|
0.99
|
|
|
1.06
|
|
|||||
Common dividend payout
|
28.46
|
|
|
28.99
|
|
|
25.03
|
|
|
22.89
|
|
|
22.57
|
|
|||||
Average common equity to average total assets
|
8.2
|
|
|
7.6
|
|
|
8.4
|
|
|
9.6
|
|
|
10.1
|
|
|||||
Net interest margin, fully taxable-equivalent basis
|
1.13
|
|
|
1.03
|
|
|
1.16
|
|
|
1.37
|
|
|
1.59
|
|
|||||
Common equity tier 1 ratio
(4)
|
11.7
|
|
|
12.5
|
|
|
12.4
|
|
|
15.3
|
|
|
17.1
|
|
|||||
Tier 1 capital ratio
(4)
|
14.8
|
|
|
15.3
|
|
|
14.5
|
|
|
17.1
|
|
|
19.1
|
|
|||||
Total capital ratio
(4)
|
16.0
|
|
|
17.4
|
|
|
16.4
|
|
|
19.5
|
|
|
20.6
|
|
|||||
Tier 1 leverage ratio
(4)
|
6.5
|
|
|
6.9
|
|
|
6.3
|
|
|
6.8
|
|
|
7.1
|
|
|||||
Supplementary leverage ratio
(5)
|
5.9
|
|
|
6.2
|
|
|
5.6
|
|
|
NA
|
|
|
NA
|
|
|
|
|
|
|
|
|
|
Significant Accounting Estimates
|
|
TABLE 1: OVERVIEW OF FINANCIAL RESULTS
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
(Dollars in millions, except per share amounts)
|
2016
|
|
2015
|
|
2014
|
||||||
Total fee revenue
|
$
|
8,116
|
|
|
$
|
8,278
|
|
|
$
|
8,010
|
|
Net interest revenue
|
2,084
|
|
|
2,088
|
|
|
2,260
|
|
|||
Gains (losses) related to investment securities, net
|
7
|
|
|
(6
|
)
|
|
4
|
|
|||
Total revenue
|
10,207
|
|
|
10,360
|
|
|
10,274
|
|
|||
Provision for loan losses
|
10
|
|
|
12
|
|
|
10
|
|
|||
Total expenses
|
8,077
|
|
|
8,050
|
|
|
7,827
|
|
|||
Income before income tax expense
|
2,120
|
|
|
2,298
|
|
|
2,437
|
|
|||
Income tax expense (benefit)
|
(22
|
)
|
|
318
|
|
|
415
|
|
|||
Net income from non-controlling interest
|
1
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
$
|
2,143
|
|
|
$
|
1,980
|
|
|
$
|
2,022
|
|
Adjustments to net income:
|
|
|
|
|
|
||||||
Dividends on preferred stock
(1)
|
(173
|
)
|
|
(130
|
)
|
|
(61
|
)
|
|||
Earnings allocated to participating securities
(2)
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Net income available to common shareholders
|
$
|
1,968
|
|
|
$
|
1,848
|
|
|
$
|
1,958
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
5.03
|
|
|
$
|
4.53
|
|
|
$
|
4.62
|
|
Diluted
|
4.97
|
|
|
4.47
|
|
|
4.53
|
|
|||
Average common shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
391,485
|
|
407,856
|
|
424,223
|
||||||
Diluted
|
396,090
|
|
413,638
|
|
432,007
|
||||||
Cash dividends declared per common share
|
$
|
1.44
|
|
|
$
|
1.32
|
|
|
$
|
1.16
|
|
Return on average common equity
|
10.5
|
%
|
|
9.8
|
%
|
|
9.8
|
%
|
|
|
•
|
In
2016
, we secured new asset servicing mandates of
$1.41 trillion
, of which approximately
$1.01 trillion
was installed prior to
December 31, 2016
with the remaining amount expected to be installed in
2017
or later. This does not include loss of business which occurs from time to time or changes in assets under custody and administration usually from changes in market values of customer assets or subscriptions or redemptions from our customer investment products. As more fully described under "Servicing Fees" in "Line of Business - Investment Servicing" in this Management's Discussion and Analysis, in 2017 we were notified that one of our large clients will move a portion of its assets currently with State Street to another service provider. The transition will not be fully complete until 2018.
|
•
|
On July 1, 2016, we completed our previously announced acquisition of GE Asset Management ("GEAM") from General Electric Company, for a total purchase price of approximately
$485 million
. This acquisition extends our core investment management capabilities, including in the high-growth OCIO markets, and enhances our capabilities in connection with the delivery of value-added solutions to our client base. In 2016, we incurred acquisition and restructuring costs associated with the acquisition of approximately
$53 million
and expect to incur approximately $80 million of such costs through 2018, including the
2016
costs.
|
•
|
Excluding acquired AUM associated with the GEAM operations of
$118 billion
as of
|
•
|
We declared aggregate common stock dividends of
$1.44
per share, totaling approximately
$559 million
, in
2016
.
|
•
|
During
2016
, we purchased approximately
21.1 million
shares of our common stock at an average per-share cost of
$64.70
and an aggregate cost of approximately
$1,365 million
. We have approximately
$750 million
remaining under our current
$1.4 billion
common stock purchase program approved by our Board in
July 2016
.
|
•
|
Total revenue in
2016
decreased slightly compared to
2015
, primarily due to a decrease in processing fees and other revenue, partially offset by increases in management fee revenue and securities finance revenue.
|
•
|
Servicing fee revenue decreased
2%
in
2016
compared to
2015
, primarily due to lower global equity markets, partially offset by stronger net new business.
|
•
|
Management fee revenue increased $118 million, or
10%
, in
2016
compared to
2015
, primarily due to the impact of the acquired GEAM business and the elimination of money market fee waivers, partially offset by lower global equity markets.
|
•
|
Return on average common shareholders' equity increased to
10.5%
in
2016
compared to
9.8%
in
2015
.
|
•
|
In
2016
,
we recorded restructuring charges of
$142 million
related to State Street Beacon
, our multi-year transformation program to digitize our business, deliver significant value and innovation for our clients and lower expenses across the organization.
We expect to achieve estimated annual pre-tax net run-rate expense savings of $550 million by the end of 2020, relative to 2015, all else equal, for full effect in 2021.
We generated $175 million in estimated annual year over year pre-tax expense savings in 2016 related to State Street Beacon, all else equal, and expect to generate at least $140 million in additional annual pre-tax expense savings in 2017. These savings include the effects of the targeted staff reductions announced in
|
•
|
Total expenses in
2016
were relatively flat compared to
2015
, primarily driven by increases in compensation and employee benefits, information systems and communications and restructuring costs, largely offset by decreases in professional services expenses, securities processing costs and lower litigation related expenses.
|
•
|
In December 2016, we incurred a pre-tax charge of
$249 million
(
$161 million
after tax, or $0.41 per share) associated with an amendment of the terms of outstanding deferred cash-settled incentive compensation awards for employees below executive vice president to remove continued service requirements, thereby accelerating the future expense that would have been recognized over the remaining term of the awards (1 to 4 years, depending on the award) had the continued service requirement not been removed. The deferred portion of many of our bonus-eligible employees' total compensation had become disproportionate relative to our peer organizations, hindering our efforts to attract and retain talent. The expense that would otherwise have been associated with the amended awards will no longer be reflected in future periods. We expect that the acceleration of the expense will financially enable us to increase the immediate cash component of our mix of incentive compensation in future periods relative to what we have had in recent years and that the impact of increased immediate cash awards in 2017 will offset the benefit of the acceleration of vesting that would otherwise have been recognized in 2017. The expense impact of future immediate and deferred incentive compensation awards will depend upon corporate performance and market, regulatory, and other factors and conditions, including the form of those awards. The change did not affect deferred equity-settled incentive compensation awards (which, in the aggregate, represent a majority of the outstanding deferred compensation awards for the relevant employees), and we expect that future deferred cash-settled incentive compensation awards will retain the continued service requirement. The payment schedule associated with the recent deferred cash-settled incentive compensation awards will no longer be reflected in future periods.
|
|
|
•
|
A
10%
increase or decrease in worldwide equity valuations, on a weighted average basis, over the relevant periods for which our servicing and management fees are calculated, would result in a corresponding change in our total servicing and management fee revenues of approximately 3%; and
|
•
|
A
10%
increase or decrease in worldwide fixed income markets, on a weighted average basis, over the relevant periods for which our servicing and management fees are calculated, would result in a corresponding change in our total servicing and management fee revenues of approximately
1%
.
|
TABLE 3: DAILY, MONTH-END AND YEAR-END EQUITY INDICES
|
||||||||||||||||||||||||||
|
Daily Averages of Indices
|
|
Averages of Month-End Indices
|
|
Year-End Indices
|
|||||||||||||||||||||
|
Years Ended December 31,
|
|
Years Ended December 31,
|
|
As of December 31,
|
|||||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
|||||||||
S&P 500
®
|
2,095
|
|
|
2,061
|
|
|
2
|
%
|
|
2,106
|
|
|
2,052
|
|
|
3
|
%
|
|
2,239
|
|
|
2,044
|
|
|
10
|
%
|
NASDAQ
®
|
4,988
|
|
|
4,946
|
|
|
1
|
|
|
5,016
|
|
|
4,933
|
|
|
2
|
|
|
5,383
|
|
|
5,007
|
|
|
8
|
|
MSCI EAFE
®
|
1,645
|
|
|
1,809
|
|
|
(9
|
)
|
|
1,652
|
|
|
1,806
|
|
|
(9
|
)
|
|
1,684
|
|
|
1,716
|
|
|
(2
|
)
|
MSCI
®
Emerging Markets
|
835
|
|
|
918
|
|
|
(9
|
)
|
|
842
|
|
|
910
|
|
|
(7
|
)
|
|
862
|
|
|
794
|
|
|
9
|
|
TABLE 4: YEAR-END DEBT INDICES
|
||||||||
|
As of December 31,
|
|||||||
|
2016
|
|
2015
|
|
% Change
|
|||
Barclays Capital U.S. Aggregate Bond Index
®
|
1,976
|
|
|
1,925
|
|
|
3
|
%
|
Barclays Capital Global Aggregate Bond Index
®
|
451
|
|
|
442
|
|
|
2
|
|
TABLE 5: AVERAGE BALANCES AND INTEREST RATES - FULLY TAXABLE-EQUIVALENT BASIS
|
||||||||||||||||||||||||||||||||
|
Years Ended December 31,
|
|||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||||
(Dollars in millions; fully taxable-equivalent basis)
|
Average
Balance
|
|
Interest
Revenue/
Expense
|
|
Rate
|
|
Average
Balance
|
|
Interest
Revenue/
Expense
|
|
Rate
|
|
Average
Balance |
|
Interest
Revenue/ Expense |
|
Rate
|
|||||||||||||||
Interest-bearing deposits with banks
|
$
|
53,091
|
|
|
$
|
126
|
|
|
.24
|
%
|
|
$
|
69,753
|
|
|
$
|
208
|
|
|
.30
|
%
|
|
$
|
55,353
|
|
|
$
|
196
|
|
|
.35
|
%
|
Securities purchased under resale agreements
(1)
|
2,558
|
|
|
146
|
|
|
5.70
|
|
|
3,233
|
|
|
62
|
|
|
1.92
|
|
|
4,077
|
|
|
38
|
|
|
.94
|
|
||||||
Trading account assets
|
921
|
|
|
—
|
|
|
—
|
|
|
1,194
|
|
|
1
|
|
|
.08
|
|
|
959
|
|
|
1
|
|
|
.13
|
|
||||||
Investment securities
|
100,738
|
|
|
1,962
|
|
|
1.95
|
|
|
105,611
|
|
|
2,069
|
|
|
1.96
|
|
|
116,809
|
|
|
2,317
|
|
|
1.98
|
|
||||||
Loans and leases
|
19,013
|
|
|
384
|
|
|
2.02
|
|
|
17,948
|
|
|
311
|
|
|
1.73
|
|
|
15,912
|
|
|
266
|
|
|
1.67
|
|
||||||
Other interest-earning assets
|
22,863
|
|
|
61
|
|
|
.27
|
|
|
22,717
|
|
|
10
|
|
|
.04
|
|
|
15,944
|
|
|
7
|
|
|
.05
|
|
||||||
Average total interest-earning assets
|
$
|
199,184
|
|
|
$
|
2,679
|
|
|
1.34
|
|
|
$
|
220,456
|
|
|
$
|
2,661
|
|
|
1.21
|
|
|
$
|
209,054
|
|
|
$
|
2,825
|
|
|
1.36
|
|
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S.
|
$
|
30,107
|
|
|
$
|
132
|
|
|
.44
|
%
|
|
$
|
30,819
|
|
|
$
|
51
|
|
|
.16
|
%
|
|
$
|
21,296
|
|
|
$
|
21
|
|
|
.10
|
%
|
Non-U.S.
|
95,551
|
|
|
(47
|
)
|
|
(.05
|
)
|
|
102,491
|
|
|
46
|
|
|
.05
|
|
|
109,003
|
|
|
78
|
|
|
.07
|
|
||||||
Securities sold under repurchase agreements
(1)
|
4,113
|
|
|
1
|
|
|
.02
|
|
|
8,875
|
|
|
1
|
|
|
.01
|
|
|
8,817
|
|
|
—
|
|
|
—
|
|
||||||
Federal funds purchased
|
31
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
||||||
Other short-term borrowings
|
1,666
|
|
|
7
|
|
|
.40
|
|
|
3,826
|
|
|
6
|
|
|
.15
|
|
|
4,177
|
|
|
5
|
|
|
.12
|
|
||||||
Long-term debt
|
11,401
|
|
|
260
|
|
|
2.29
|
|
|
10,301
|
|
|
250
|
|
|
2.43
|
|
|
9,282
|
|
|
245
|
|
|
2.64
|
|
||||||
Other interest-bearing liabilities
|
5,394
|
|
|
75
|
|
|
1.39
|
|
|
6,471
|
|
|
46
|
|
|
.71
|
|
|
7,351
|
|
|
43
|
|
|
.59
|
|
||||||
Average total interest-bearing liabilities
|
$
|
148,263
|
|
|
$
|
428
|
|
|
.29
|
|
|
$
|
162,804
|
|
|
$
|
400
|
|
|
.25
|
|
|
$
|
159,946
|
|
|
$
|
392
|
|
|
.25
|
|
Interest-rate spread
|
|
|
|
|
1.05
|
%
|
|
|
|
|
|
.96
|
%
|
|
|
|
|
|
1.11
|
%
|
||||||||||||
Net interest revenue—fully taxable-equivalent basis
|
|
|
$
|
2,251
|
|
|
|
|
|
|
$
|
2,261
|
|
|
|
|
|
|
$
|
2,433
|
|
|
|
|||||||||
Net interest margin—fully taxable-equivalent basis
|
|
|
|
|
1.13
|
%
|
|
|
|
|
|
1.03
|
%
|
|
|
|
|
|
1.16
|
%
|
||||||||||||
Tax-equivalent adjustment
|
|
|
(167
|
)
|
|
|
|
|
|
(173
|
)
|
|
|
|
|
|
(173
|
)
|
|
|
||||||||||||
Net interest revenue—GAAP basis
|
|
|
$
|
2,084
|
|
|
|
|
|
|
$
|
2,088
|
|
|
|
|
|
|
$
|
2,260
|
|
|
|
|
|
TABLE 6: TOTAL DISCOUNT ACCRETION IN INTEREST REVENUE
|
|||
(In millions)
|
Discount Accretion in Interest Revenue
|
||
Years Ended December 31,
|
|
||
2009
|
$
|
621
|
|
2010
|
712
|
|
|
2011
|
220
|
|
|
2012
|
215
|
|
|
2013
|
137
|
|
|
2014
|
119
|
|
|
2015
|
98
|
|
|
2016
|
82
|
|
|
Total discount accretion
|
$
|
2,204
|
|
TABLE 8: EXPENSES
|
|||||||||||||||||
|
Years Ended December 31,
|
|
% Change 2016
vs. 2015 |
|
% Change 2015
vs. 2014 |
||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Compensation and employee benefits
|
$
|
4,353
|
|
|
$
|
4,061
|
|
|
$
|
4,060
|
|
|
7
|
%
|
|
—
|
%
|
Information systems and communications
|
1,105
|
|
|
1,022
|
|
|
976
|
|
|
8
|
|
|
5
|
|
|||
Transaction processing services
|
800
|
|
|
793
|
|
|
784
|
|
|
1
|
|
|
1
|
|
|||
Occupancy
|
440
|
|
|
444
|
|
|
461
|
|
|
(1
|
)
|
|
(4
|
)
|
|||
Acquisition costs
|
69
|
|
|
20
|
|
|
58
|
|
|
245
|
|
|
(66
|
)
|
|||
Restructuring charges, net
|
140
|
|
|
5
|
|
|
75
|
|
|
nm
|
|
|
(93
|
)
|
|||
Other:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Professional services
|
379
|
|
|
490
|
|
|
440
|
|
|
(23
|
)
|
|
11
|
|
|||
Amortization of other intangible assets
|
207
|
|
|
197
|
|
|
222
|
|
|
5
|
|
|
(11
|
)
|
|||
Securities processing costs
|
42
|
|
|
79
|
|
|
68
|
|
|
(47
|
)
|
|
16
|
|
|||
Regulatory fees and assessments
|
82
|
|
|
115
|
|
|
74
|
|
|
(29
|
)
|
|
55
|
|
|||
Other
|
460
|
|
|
824
|
|
|
609
|
|
|
(44
|
)
|
|
35
|
|
|||
Total other
|
1,170
|
|
|
1,705
|
|
|
1,413
|
|
|
(31
|
)
|
|
21
|
|
|||
Total expenses
|
$
|
8,077
|
|
|
$
|
8,050
|
|
|
$
|
7,827
|
|
|
—
|
|
|
3
|
|
Number of employees at year-end
|
33,783
|
|
|
32,356
|
|
|
29,970
|
|
|
|
|
|
|
|
TABLE 9: RESTRUCTURING CHARGES
|
|||||||||||||||
(In millions)
|
Employee
Related Costs |
|
Real Estate
Consolidation |
|
Asset and Other Write-offs
|
|
Total
|
||||||||
Balance at December 31, 2013
|
$
|
52
|
|
|
$
|
47
|
|
|
$
|
7
|
|
|
$
|
106
|
|
Accruals for Business Operations and IT
|
32
|
|
|
22
|
|
|
21
|
|
|
75
|
|
||||
Payments and other adjustments
|
(45
|
)
|
|
(46
|
)
|
|
(21
|
)
|
|
(112
|
)
|
||||
Balance at December 31, 2014
|
$
|
39
|
|
|
$
|
23
|
|
|
$
|
7
|
|
|
$
|
69
|
|
Accruals for Business Operations and IT
|
(5
|
)
|
|
(3
|
)
|
|
13
|
|
|
5
|
|
||||
Payments and other adjustments
|
(25
|
)
|
|
(9
|
)
|
|
(17
|
)
|
|
(51
|
)
|
||||
Balance at December 31, 2015
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
3
|
|
|
$
|
23
|
|
Accruals for Business Operations and IT
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Accruals for State Street Beacon
|
94
|
|
|
18
|
|
|
30
|
|
|
142
|
|
||||
Payments and other adjustments
|
(64
|
)
|
|
(12
|
)
|
|
(31
|
)
|
|
(107
|
)
|
||||
Balance at December 31, 2016
|
$
|
37
|
|
|
$
|
17
|
|
|
$
|
2
|
|
|
$
|
56
|
|
TABLE 10: INVESTMENT SERVICING LINE OF BUSINESS RESULTS
|
||||||||||||||||||
|
|
Years Ended December 31,
|
|
% Change 2016 vs. 2015
|
|
% Change 2015 vs. 2014
|
||||||||||||
(Dollars in millions, except where otherwise noted)
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Servicing fees
|
|
$
|
5,073
|
|
|
$
|
5,153
|
|
|
$
|
5,108
|
|
|
(2
|
)%
|
|
1
|
%
|
Trading services
|
|
1,052
|
|
|
1,108
|
|
|
1,039
|
|
|
(5
|
)
|
|
7
|
|
|||
Securities finance
|
|
562
|
|
|
496
|
|
|
437
|
|
|
13
|
|
|
14
|
|
|||
Processing fees and other
|
|
105
|
|
|
325
|
|
|
179
|
|
|
(68
|
)
|
|
82
|
|
|||
Total fee revenue
|
|
6,792
|
|
|
7,082
|
|
|
6,763
|
|
|
(4
|
)
|
|
5
|
|
|||
Net interest revenue
|
|
2,081
|
|
|
2,086
|
|
|
2,245
|
|
|
—
|
|
|
(7
|
)
|
|||
Gains (losses) related to investment securities, net
|
|
7
|
|
|
(6
|
)
|
|
4
|
|
|
nm
|
|
|
nm
|
|
|||
Total revenue
|
|
8,880
|
|
|
9,162
|
|
|
9,012
|
|
|
(3
|
)
|
|
2
|
|
|||
Provision for loan losses
|
|
10
|
|
|
12
|
|
|
10
|
|
|
(17
|
)
|
|
20
|
|
|||
Total expenses
|
|
6,660
|
|
|
6,990
|
|
|
6,648
|
|
|
(5
|
)
|
|
5
|
|
|||
Income before income tax expense
|
|
$
|
2,210
|
|
|
$
|
2,160
|
|
|
$
|
2,354
|
|
|
2
|
|
|
(8
|
)
|
Pre-tax margin
|
|
25
|
%
|
|
24
|
%
|
|
26
|
%
|
|
|
|
|
|
||||
Average assets (in billions)
|
|
$
|
225.3
|
|
|
$
|
246.6
|
|
|
$
|
234.2
|
|
|
|
|
|
|
|
|
TABLE 11: COMPONENTS OF ASSETS UNDER CUSTODY AND ADMINISTRATION
|
||||||||||||||||||||||||||
|
|
As of December 31,
|
|
|
|
|
||||||||||||||||||||
(Dollars in billions)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2015-2016 Annual Growth Rate
|
|
2012-2016 Compound Annual Growth Rate
|
||||||||||||
Mutual funds
|
|
$
|
6,841
|
|
|
$
|
6,768
|
|
|
$
|
6,992
|
|
|
$
|
6,811
|
|
|
$
|
5,852
|
|
|
1
|
%
|
|
4
|
%
|
Collective funds
|
|
7,501
|
|
|
7,088
|
|
|
6,949
|
|
|
6,428
|
|
|
5,363
|
|
|
6
|
|
|
9
|
|
|||||
Pension products
|
|
5,584
|
|
|
5,510
|
|
|
5,746
|
|
|
5,851
|
|
|
5,339
|
|
|
1
|
|
|
1
|
|
|||||
Insurance and other products
|
|
8,845
|
|
|
8,142
|
|
|
8,501
|
|
|
8,337
|
|
|
7,817
|
|
|
9
|
|
|
3
|
|
|||||
Total
|
|
$
|
28,771
|
|
|
$
|
27,508
|
|
|
$
|
28,188
|
|
|
$
|
27,427
|
|
|
$
|
24,371
|
|
|
5
|
|
|
4
|
|
TABLE 12: COMPOSITION OF ASSETS UNDER CUSTODY AND ADMINISTRATION
|
||||||||||||||||||||||||||
|
|
As of December 31,
|
|
|
|
|
||||||||||||||||||||
(Dollars in billions)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2015-2016 Annual Growth Rate
|
|
2012-2016 Compound Annual Growth Rate
|
||||||||||||
Equities
|
|
$
|
15,833
|
|
|
$
|
14,888
|
|
|
$
|
15,876
|
|
|
$
|
15,050
|
|
|
$
|
12,276
|
|
|
6
|
%
|
|
7
|
%
|
Fixed-income
|
|
9,665
|
|
|
9,264
|
|
|
8,739
|
|
|
9,072
|
|
|
8,885
|
|
|
4
|
|
|
2
|
|
|||||
Short-term and other investments
|
|
3,273
|
|
|
3,356
|
|
|
3,573
|
|
|
3,305
|
|
|
3,210
|
|
|
(2
|
)
|
|
—
|
|
|||||
Total
|
|
$
|
28,771
|
|
|
$
|
27,508
|
|
|
$
|
28,188
|
|
|
$
|
27,427
|
|
|
$
|
24,371
|
|
|
5
|
|
|
4
|
|
TABLE 13: GEOGRAPHIC MIX OF ASSETS UNDER CUSTODY AND ADMINISTRATION
(1)
|
||||||||||||||||||||
|
|
As of December 31,
|
||||||||||||||||||
(In billions)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
North America
|
|
$
|
21,544
|
|
|
$
|
20,842
|
|
|
$
|
21,217
|
|
|
$
|
20,764
|
|
|
$
|
18,463
|
|
Europe/Middle East/Africa
|
|
5,734
|
|
|
5,387
|
|
|
5,633
|
|
|
5,511
|
|
|
4,801
|
|
|||||
Asia/Pacific
|
|
1,493
|
|
|
1,279
|
|
|
1,338
|
|
|
1,152
|
|
|
1,107
|
|
|||||
Total
|
|
$
|
28,771
|
|
|
$
|
27,508
|
|
|
$
|
28,188
|
|
|
$
|
27,427
|
|
|
$
|
24,371
|
|
|
|
TABLE 14: TRADING SERVICES REVENUE
|
|||||||||||||||||
|
Years Ended December 31,
|
|
% Change 2016 vs. 2015
|
|
% Change 2015 vs. 2014
|
||||||||||||
(Dollar in millions)
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||
Foreign exchange trading:
|
|
|
|
|
|
|
|
|
|
||||||||
Direct sales and trading
|
$
|
386
|
|
|
$
|
410
|
|
|
$
|
361
|
|
|
(6
|
)%
|
|
14
|
%
|
Indirect foreign exchange trading
|
268
|
|
|
280
|
|
|
246
|
|
|
(4
|
)
|
|
14
|
|
|||
Total foreign exchange trading
|
654
|
|
|
690
|
|
|
607
|
|
|
(5
|
)
|
|
14
|
|
|||
Brokerage and other trading services:
|
|
|
|
|
|
|
|
|
|
||||||||
Electronic foreign exchange services
|
169
|
|
|
175
|
|
|
181
|
|
|
(3
|
)
|
|
(3
|
)
|
|||
Other trading, transition management and brokerage
|
229
|
|
|
243
|
|
|
251
|
|
|
(6
|
)
|
|
(3
|
)
|
|||
Total brokerage and other trading services
|
398
|
|
|
418
|
|
|
432
|
|
|
(5
|
)
|
|
(3
|
)
|
|||
Total trading services revenue
|
$
|
1,052
|
|
|
$
|
1,108
|
|
|
$
|
1,039
|
|
|
(5
|
)
|
|
7
|
|
•
|
Direct sales and trading
: We enter into FX transactions with clients and investment managers that contact our trading desk directly. These trades are all executed at negotiated rates. We refer to this activity, and our principal market-making activities, as “direct sales and trading” and it includes many transactions for funds serviced by third party custodians or prime brokers, as well as those funds under custody at State Street. Direct sales and trading revenue represented
59%
of total foreign exchange trading revenue in
2016
and
2015
. Our direct sales and trading revenue decreased by
6%
in
2016
compared to
2015
. The decrease is primarily due to lower volumes.
|
•
|
Indirect FX trading
: Clients or their investment managers may elect to route FX transactions to our FX desk through our asset-servicing operation; we refer to this activity as “indirect FX trading” and, in all cases, we are the funds' custodian. We execute indirect FX trades as a principal at rates disclosed to our clients. Estimated indirect sales and trading revenue represented
41%
of total foreign exchange trading revenue in
2016
and
2015
. We calculate revenue for indirect FX trading using an attribution methodology. This methodology takes into consideration estimated mark-ups/downs and observed client volumes. Direct sales and trading revenue is all other FX trading revenue other than the revenue attributed to indirect FX trading. Our estimated indirect FX trading revenue decreased
4%
in
2016
compared to
2015
. The decrease mainly resulted from lower volumes.
|
•
|
Electronic FX services
: Our clients may choose to execute FX transactions through one of our electronic trading platforms. These transactions generate revenue through a “click” fee. Revenue from such electronic FX services decreased
3%
in
2016
compared to 2015.
|
•
|
Other trading, transition management and brokerage revenue
: Decreased
6%
in
2016
compared to
2015
, primarily due to lower revenues resulting from the sale of WM/Reuters in the second quarter of
2016
.
|
|
|
TABLE 16: ASSETS UNDER MANAGEMENT BY ASSET CLASS AND INVESTMENT APPROACH
|
||||||||||||||||||||||||||
|
|
As of December 31,
|
|
|
|
|
||||||||||||||||||||
(Dollars in billions)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2015-2016 Annual Growth Rate
|
|
2012-2016 Compound Annual Growth Rate
|
||||||||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Active
|
|
$
|
73
|
|
|
$
|
32
|
|
|
$
|
39
|
|
|
$
|
42
|
|
|
$
|
45
|
|
|
128
|
%
|
|
13
|
%
|
Passive
|
|
1,401
|
|
|
1,294
|
|
|
1,436
|
|
|
1,334
|
|
|
1,047
|
|
|
8
|
|
|
8
|
|
|||||
Total Equity
|
|
1,474
|
|
|
1,326
|
|
|
1,475
|
|
|
1,376
|
|
|
1,092
|
|
|
11
|
|
|
8
|
|
|||||
Fixed-Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Active
|
|
70
|
|
|
18
|
|
|
17
|
|
|
16
|
|
|
17
|
|
|
289
|
|
|
42
|
|
|||||
Passive
|
|
308
|
|
|
294
|
|
|
302
|
|
|
311
|
|
|
325
|
|
|
5
|
|
|
(1
|
)
|
|||||
Total Fixed-Income
|
|
378
|
|
|
312
|
|
|
319
|
|
|
327
|
|
|
342
|
|
|
21
|
|
|
3
|
|
|||||
Cash
(1)
|
|
333
|
|
|
368
|
|
|
399
|
|
|
385
|
|
|
369
|
|
|
(10
|
)
|
|
(3
|
)
|
|||||
Multi-Asset-Class Solutions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Active
|
|
19
|
|
|
17
|
|
|
30
|
|
|
23
|
|
|
23
|
|
|
12
|
|
|
(5
|
)
|
|||||
Passive
|
|
107
|
|
|
86
|
|
|
97
|
|
|
110
|
|
|
94
|
|
|
24
|
|
|
3
|
|
|||||
Total Multi-Asset-Class Solutions
|
|
126
|
|
|
103
|
|
|
127
|
|
|
133
|
|
|
117
|
|
|
22
|
|
|
2
|
|
|||||
Alternative Investments
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Active
|
|
28
|
|
|
17
|
|
|
17
|
|
|
14
|
|
|
18
|
|
|
65
|
|
|
12
|
|
|||||
Passive
|
|
129
|
|
|
119
|
|
|
111
|
|
|
110
|
|
|
148
|
|
|
8
|
|
|
(3
|
)
|
|||||
Total Alternative Investments
|
|
157
|
|
|
136
|
|
|
128
|
|
|
124
|
|
|
166
|
|
|
15
|
|
|
(1
|
)
|
|||||
Total
|
|
$
|
2,468
|
|
|
$
|
2,245
|
|
|
$
|
2,448
|
|
|
$
|
2,345
|
|
|
$
|
2,086
|
|
|
10
|
|
|
4
|
|
|
|
TABLE 17: EXCHANGE - TRADED FUNDS BY ASSET CLASS
(1)(2)
|
||||||||||||||||||||||||||
|
|
As of December 31,
|
|
|
|
|
||||||||||||||||||||
(Dollars in billions)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2015-2016 Annual Growth Rate
|
|
2012-2016 Compound Annual Growth Rate
|
||||||||||||
Alternative Investments
(2)
|
|
$
|
42
|
|
|
$
|
34
|
|
|
$
|
38
|
|
|
$
|
39
|
|
|
$
|
79
|
|
|
24
|
%
|
|
(15
|
)%
|
Cash
|
|
2
|
|
|
3
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
(33
|
)
|
|
19
|
|
|||||
Equity
|
|
426
|
|
|
350
|
|
|
388
|
|
|
325
|
|
|
227
|
|
|
22
|
|
|
17
|
|
|||||
Fixed-income
|
|
51
|
|
|
41
|
|
|
39
|
|
|
34
|
|
|
30
|
|
|
24
|
|
|
14
|
|
|||||
Total Exchange-Traded Funds
|
|
$
|
521
|
|
|
$
|
428
|
|
|
$
|
466
|
|
|
$
|
399
|
|
|
$
|
337
|
|
|
22
|
|
|
12
|
|
|
|
TABLE 18: GEOGRAPHIC MIX OF ASSETS UNDER MANAGEMENT
(1)
|
||||||||||||||||||||
|
|
As of December 31,
|
||||||||||||||||||
(In billions)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
North America
|
|
$
|
1,691
|
|
|
$
|
1,452
|
|
|
$
|
1,568
|
|
|
$
|
1,456
|
|
|
$
|
1,288
|
|
Europe/Middle East/Africa
|
|
482
|
|
|
489
|
|
|
559
|
|
|
560
|
|
|
480
|
|
|||||
Asia/Pacific
|
|
295
|
|
|
304
|
|
|
321
|
|
|
329
|
|
|
318
|
|
|||||
Total
|
|
$
|
2,468
|
|
|
$
|
2,245
|
|
|
$
|
2,448
|
|
|
$
|
2,345
|
|
|
$
|
2,086
|
|
|
|
TABLE 19: ACTIVITY IN ASSETS UNDER MANAGEMENT BY PRODUCT CATEGORY
|
|||||||||||||||||||||||
(In billions)
|
Equity
|
|
Fixed-Income
|
|
Cash
(2)
|
|
Multi-Asset-Class Solutions
|
|
Alternative Investments
(3)
|
|
Total
|
||||||||||||
Balance as of December 31, 2013
|
$
|
1,376
|
|
|
$
|
327
|
|
|
$
|
385
|
|
|
$
|
133
|
|
|
$
|
124
|
|
|
$
|
2,345
|
|
Long-term institutional inflows
(1)
|
285
|
|
|
80
|
|
|
—
|
|
|
43
|
|
|
13
|
|
|
421
|
|
||||||
Long-term institutional outflows
(1)
|
(297
|
)
|
|
(103
|
)
|
|
—
|
|
|
(35
|
)
|
|
(11
|
)
|
|
(446
|
)
|
||||||
Long-term institutional flows, net
|
(12
|
)
|
|
(23
|
)
|
|
—
|
|
|
8
|
|
|
2
|
|
|
(25
|
)
|
||||||
ETF flows, net
|
31
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
34
|
|
||||||
Cash fund flows, net
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||
Total flows, net
|
19
|
|
|
(18
|
)
|
|
19
|
|
|
8
|
|
|
—
|
|
|
28
|
|
||||||
Market appreciation
|
113
|
|
|
27
|
|
|
—
|
|
|
(9
|
)
|
|
11
|
|
|
142
|
|
||||||
Foreign exchange impact
|
(33
|
)
|
|
(17
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(7
|
)
|
|
(67
|
)
|
||||||
Total market/foreign exchange impact
|
80
|
|
|
10
|
|
|
(5
|
)
|
|
(14
|
)
|
|
4
|
|
|
75
|
|
||||||
Balance as of December 31, 2014
|
1,475
|
|
|
319
|
|
|
399
|
|
|
127
|
|
|
128
|
|
|
2,448
|
|
||||||
Long-term institutional inflows
(1)
|
277
|
|
|
62
|
|
|
—
|
|
|
51
|
|
|
33
|
|
|
423
|
|
||||||
Long-term institutional outflows
(1)
|
(363
|
)
|
|
(70
|
)
|
|
—
|
|
|
(59
|
)
|
|
(31
|
)
|
|
(523
|
)
|
||||||
Long-term institutional flows, net
|
(86
|
)
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
2
|
|
|
(100
|
)
|
||||||
ETF flows, net
|
(29
|
)
|
|
5
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
(24
|
)
|
||||||
Cash fund flows, net
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
||||||
Total flows, net
|
(115
|
)
|
|
(3
|
)
|
|
(26
|
)
|
|
(8
|
)
|
|
1
|
|
|
(151
|
)
|
||||||
Market appreciation
|
(13
|
)
|
|
3
|
|
|
—
|
|
|
(12
|
)
|
|
16
|
|
|
(6
|
)
|
||||||
Foreign exchange impact
|
(21
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
(9
|
)
|
|
(46
|
)
|
||||||
Total market/foreign exchange impact
|
(34
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|
(16
|
)
|
|
7
|
|
|
(52
|
)
|
||||||
Balance as of December 31, 2015
|
1,326
|
|
|
312
|
|
|
368
|
|
|
103
|
|
|
136
|
|
|
2,245
|
|
||||||
Long-term institutional inflows
(1)
|
244
|
|
|
90
|
|
|
—
|
|
|
48
|
|
|
13
|
|
|
395
|
|
||||||
Long-term institutional outflows
(1)
|
(301
|
)
|
|
(96
|
)
|
|
—
|
|
|
(34
|
)
|
|
(21
|
)
|
|
(452
|
)
|
||||||
Long-term institutional flows, net
|
(57
|
)
|
|
(6
|
)
|
|
—
|
|
|
14
|
|
|
(8
|
)
|
|
(57
|
)
|
||||||
ETF flows, net
|
37
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
52
|
|
||||||
Cash fund flows, net
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
||||||
Total flows, net
|
(20
|
)
|
|
3
|
|
|
(37
|
)
|
|
14
|
|
|
(2
|
)
|
|
(42
|
)
|
||||||
Market appreciation
|
140
|
|
|
10
|
|
|
—
|
|
|
9
|
|
|
14
|
|
|
173
|
|
||||||
Foreign exchange impact
|
(10
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(20
|
)
|
||||||
Total market/foreign exchange impact
|
130
|
|
|
7
|
|
|
(2
|
)
|
|
6
|
|
|
12
|
|
|
153
|
|
||||||
Acquisitions and transfers
(4)
|
38
|
|
|
56
|
|
|
4
|
|
|
3
|
|
|
11
|
|
|
112
|
|
||||||
Balance as of December 31, 2016
|
$
|
1,474
|
|
|
$
|
378
|
|
|
$
|
333
|
|
|
$
|
126
|
|
|
$
|
157
|
|
|
$
|
2,468
|
|
|
|
TABLE 20: AVERAGE STATEMENT OF CONDITION
(1)
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(In millions)
|
Average Balance
|
|
Average Balance
|
|
Average Balance
|
||||||
Assets:
|
|
|
|
|
|
||||||
Interest-bearing deposits with banks
|
$
|
53,091
|
|
|
$
|
69,753
|
|
|
$
|
55,353
|
|
Securities purchased under resale agreements
|
2,558
|
|
|
3,233
|
|
|
4,077
|
|
|||
Trading account assets
|
921
|
|
|
1,194
|
|
|
959
|
|
|||
Investment securities
|
100,738
|
|
|
105,611
|
|
|
116,809
|
|
|||
Loans and leases
|
19,013
|
|
|
17,948
|
|
|
15,912
|
|
|||
Other interest-earning assets
|
22,863
|
|
|
22,717
|
|
|
15,944
|
|
|||
Average total interest-earning assets
|
199,184
|
|
|
220,456
|
|
|
209,054
|
|
|||
Cash and due from banks
|
3,157
|
|
|
2,460
|
|
|
4,139
|
|
|||
Other non-interest-earning assets
|
27,386
|
|
|
27,516
|
|
|
24,908
|
|
|||
Average total assets
|
$
|
229,727
|
|
|
$
|
250,432
|
|
|
$
|
238,101
|
|
Liabilities and shareholders’ equity:
|
|
|
|
|
|||||||
Interest-bearing deposits:
|
|
|
|
|
|
||||||
U.S.
|
$
|
30,107
|
|
|
$
|
30,819
|
|
|
$
|
21,296
|
|
Non-U.S.
|
95,551
|
|
|
102,491
|
|
|
109,003
|
|
|||
Total interest-bearing deposits
|
125,658
|
|
|
133,310
|
|
|
130,299
|
|
|||
Securities sold under repurchase agreements
|
4,113
|
|
|
8,875
|
|
|
8,817
|
|
|||
Federal funds purchased
|
31
|
|
|
21
|
|
|
20
|
|
|||
Other short-term borrowings
|
1,666
|
|
|
3,826
|
|
|
4,177
|
|
|||
Long-term debt
|
11,401
|
|
|
10,301
|
|
|
9,282
|
|
|||
Other interest-bearing liabilities
|
5,394
|
|
|
6,471
|
|
|
7,351
|
|
|||
Average total interest-bearing liabilities
|
148,263
|
|
|
162,804
|
|
|
159,946
|
|
|||
Non-interest-bearing deposits
|
44,827
|
|
|
51,675
|
|
|
44,041
|
|
|||
Other non-interest-bearing liabilities
|
14,742
|
|
|
14,626
|
|
|
12,935
|
|
|||
Preferred shareholders’ equity
|
3,060
|
|
|
2,418
|
|
|
1,181
|
|
|||
Common shareholders’ equity
|
18,835
|
|
|
18,909
|
|
|
19,998
|
|
|||
Average total liabilities and shareholders’ equity
|
$
|
229,727
|
|
|
$
|
250,432
|
|
|
$
|
238,101
|
|
|
|
TABLE 21: CARRYING VALUES OF INVESTMENT SECURITIES
|
|||||||||||
|
As of December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Available-for-sale:
|
|||||||||||
U.S. Treasury and federal agencies:
|
|||||||||||
Direct obligations
|
$
|
4,263
|
|
|
$
|
5,718
|
|
|
$
|
10,655
|
|
Mortgage-backed securities
|
13,257
|
|
|
18,165
|
|
|
20,714
|
|
|||
Asset-backed securities:
|
|
|
|
|
|
||||||
Student loans
(1)
|
5,596
|
|
|
7,176
|
|
|
12,460
|
|
|||
Credit cards
|
1,351
|
|
|
1,341
|
|
|
3,053
|
|
|||
Sub-prime
|
272
|
|
|
419
|
|
|
951
|
|
|||
Other
|
905
|
|
|
1,764
|
|
|
4,145
|
|
|||
Total asset-backed securities
|
8,124
|
|
|
10,700
|
|
|
20,609
|
|
|||
Non-U.S. debt securities:
|
|
|
|
|
|
||||||
Mortgage-backed securities
|
6,535
|
|
|
7,071
|
|
|
9,606
|
|
|||
Asset-backed securities
|
2,516
|
|
|
3,267
|
|
|
3,226
|
|
|||
Government securities
|
5,836
|
|
|
4,355
|
|
|
3,909
|
|
|||
Other
|
5,613
|
|
|
4,834
|
|
|
5,428
|
|
|||
Total non-U.S. debt securities
|
20,500
|
|
|
19,527
|
|
|
22,169
|
|
|||
State and political subdivisions
|
10,322
|
|
|
9,746
|
|
|
10,820
|
|
|||
Collateralized mortgage obligations
|
2,593
|
|
|
2,987
|
|
|
5,339
|
|
|||
Other U.S. debt securities
|
2,469
|
|
|
2,624
|
|
|
4,109
|
|
|||
U.S. equity securities
|
42
|
|
|
39
|
|
|
39
|
|
|||
Non-U.S. equity securities
|
3
|
|
|
3
|
|
|
2
|
|
|||
U.S. money-market mutual funds
|
409
|
|
|
542
|
|
|
449
|
|
|||
Non-U.S. money-market mutual funds
|
16
|
|
|
19
|
|
|
8
|
|
|||
Total
|
$
|
61,998
|
|
|
$
|
70,070
|
|
|
$
|
94,913
|
|
|
|
|
|
|
|
||||||
Held-to-maturity
(2)
:
|
|
|
|
|
|
||||||
U.S. Treasury and federal agencies:
|
|||||||||||
Direct obligations
|
$
|
17,527
|
|
|
$
|
20,878
|
|
|
$
|
5,114
|
|
Mortgage-backed securities
|
10,334
|
|
|
610
|
|
|
62
|
|
|||
Asset-backed securities:
|
|
|
|
|
|
||||||
Student loans
(1)
|
2,883
|
|
|
1,592
|
|
|
1,814
|
|
|||
Credit cards
|
897
|
|
|
897
|
|
|
897
|
|
|||
Other
|
35
|
|
|
366
|
|
|
577
|
|
|||
Total asset-backed securities
|
3,815
|
|
|
2,855
|
|
|
3,288
|
|
|||
Non-U.S. debt securities:
|
|
|
|
|
|
||||||
Mortgage-backed securities
|
1,150
|
|
|
2,202
|
|
|
3,787
|
|
|||
Asset-backed securities
|
531
|
|
|
1,415
|
|
|
2,868
|
|
|||
Government securities
|
286
|
|
|
239
|
|
|
154
|
|
|||
Other
|
113
|
|
|
65
|
|
|
72
|
|
|||
Total non-U.S. debt securities
|
2,080
|
|
|
3,921
|
|
|
6,881
|
|
|||
State and political subdivisions
|
—
|
|
|
1
|
|
|
9
|
|
|||
Collateralized mortgage obligations
|
1,413
|
|
|
1,687
|
|
|
2,369
|
|
|||
Total
|
$
|
35,169
|
|
|
$
|
29,952
|
|
|
$
|
17,723
|
|
|
|
TABLE 22: INVESTMENT PORTFOLIO BY EXTERNAL CREDIT RATING
|
|||||
|
December 31, 2016
|
|
December 31, 2015
|
||
AAA
(1)
|
78
|
%
|
|
80
|
%
|
AA
|
13
|
|
|
12
|
|
A
|
5
|
|
|
5
|
|
BBB
|
3
|
|
|
2
|
|
Below BBB
|
1
|
|
|
1
|
|
|
100
|
%
|
|
100
|
%
|
|
|
TABLE 23: NON-U.S. DEBT SECURITIES
|
|||||||
|
As of December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Available-for-sale:
|
|
|
|
||||
United Kingdom
|
$
|
5,093
|
|
|
$
|
5,754
|
|
Australia
|
4,272
|
|
|
3,316
|
|
||
Canada
|
2,989
|
|
|
2,400
|
|
||
Japan
|
1,388
|
|
|
1,348
|
|
||
Netherlands
|
1,283
|
|
|
1,839
|
|
||
France
|
1,013
|
|
|
954
|
|
||
Germany
|
713
|
|
|
990
|
|
||
Italy
|
676
|
|
|
389
|
|
||
Hong Kong
|
664
|
|
|
—
|
|
||
South Korea
|
634
|
|
|
1,052
|
|
||
Norway
|
508
|
|
|
524
|
|
||
Belgium
|
360
|
|
|
234
|
|
||
Spain
|
266
|
|
|
150
|
|
||
Finland
|
223
|
|
|
319
|
|
||
Sweden
|
188
|
|
|
123
|
|
||
Other
(1)
|
230
|
|
|
135
|
|
||
Total
|
$
|
20,500
|
|
|
$
|
19,527
|
|
Held-to-maturity:
|
|
|
|
||||
United Kingdom
|
$
|
504
|
|
|
$
|
1,067
|
|
Netherlands
|
473
|
|
|
684
|
|
||
Australia
|
374
|
|
|
917
|
|
||
Germany
|
329
|
|
|
832
|
|
||
Singapore
|
180
|
|
|
129
|
|
||
Other
(2)
|
220
|
|
|
292
|
|
||
Total
|
$
|
2,080
|
|
|
$
|
3,921
|
|
|
|
TABLE 24: STATE AND MUNICIPAL OBLIGORS
(1)
|
||||||||||||||
(Dollars in millions)
|
Total Municipal
Securities
|
|
Credit and
Liquidity
Facilities
(2)
|
|
Total
|
|
% of Total Municipal
Exposure
|
|||||||
As of December 31, 2016
|
|
|
|
|
|
|
||||||||
State of Issuer:
|
|
|
|
|
|
|
||||||||
Texas
|
$
|
1,781
|
|
|
$
|
1,685
|
|
|
$
|
3,466
|
|
|
18
|
%
|
California
|
523
|
|
|
2,298
|
|
|
2,821
|
|
|
14
|
|
|||
New York
|
740
|
|
|
1,293
|
|
|
2,033
|
|
|
10
|
|
|||
Massachusetts
|
916
|
|
|
1,071
|
|
|
1,987
|
|
|
10
|
|
|||
Washington
|
708
|
|
|
234
|
|
|
942
|
|
|
5
|
|
|||
Maryland
|
488
|
|
|
411
|
|
|
899
|
|
|
5
|
|
|||
Total
|
$
|
5,156
|
|
|
$
|
6,992
|
|
|
$
|
12,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
As of December 31, 2015
|
|
|
|
|
|
|
||||||||
State of Issuer:
|
|
|
|
|
|
|
||||||||
Texas
|
$
|
1,250
|
|
|
$
|
1,962
|
|
|
$
|
3,212
|
|
|
17
|
%
|
California
|
444
|
|
|
2,220
|
|
|
2,664
|
|
|
14
|
|
|||
New York
|
817
|
|
|
1,259
|
|
|
2,076
|
|
|
11
|
|
|||
Massachusetts
|
927
|
|
|
731
|
|
|
1,658
|
|
|
9
|
|
|||
Maryland
|
454
|
|
|
413
|
|
|
867
|
|
|
5
|
|
|||
Total
|
$
|
3,892
|
|
|
$
|
6,585
|
|
|
$
|
10,477
|
|
|
|
|
|
|
|
TABLE 25: CONTRACTUAL MATURITIES AND YIELDS
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of December 31, 2016
|
|
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
|
|
$
|
2,722
|
|
|
0.77
|
%
|
|
$
|
1,114
|
|
|
1.91
|
%
|
|
$
|
44
|
|
|
3.09
|
%
|
|
$
|
383
|
|
|
2.28
|
%
|
Mortgage-backed securities
|
|
213
|
|
|
3.20
|
|
|
1,533
|
|
|
2.56
|
|
|
3,022
|
|
|
3.41
|
|
|
8,489
|
|
|
2.98
|
|
||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Student loans
|
|
590
|
|
|
1.55
|
|
|
3,181
|
|
|
1.36
|
|
|
757
|
|
|
1.46
|
|
|
1,068
|
|
|
1.69
|
|
||||
Credit cards
|
|
4
|
|
|
0.75
|
|
|
1,052
|
|
|
1.55
|
|
|
295
|
|
|
1.96
|
|
|
—
|
|
|
—
|
|
||||
Sub-prime
|
|
3
|
|
|
1.73
|
|
|
1
|
|
|
2.20
|
|
|
2
|
|
|
1.40
|
|
|
266
|
|
|
1.52
|
|
||||
Other
|
|
1
|
|
|
1.11
|
|
|
21
|
|
|
0.92
|
|
|
883
|
|
|
2.42
|
|
|
—
|
|
|
—
|
|
||||
Total asset-backed securities
|
|
598
|
|
|
|
|
4,255
|
|
|
|
|
1,937
|
|
|
|
|
1,334
|
|
|
|
||||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
|
1,301
|
|
|
2.28
|
|
|
3,339
|
|
|
1.08
|
|
|
731
|
|
|
1.24
|
|
|
1,164
|
|
|
2.87
|
|
||||
Asset-backed securities
|
|
289
|
|
|
0.66
|
|
|
1,877
|
|
|
0.46
|
|
|
346
|
|
|
1.06
|
|
|
4
|
|
|
2.07
|
|
||||
Government securities
|
|
4,372
|
|
|
0.55
|
|
|
987
|
|
|
0.97
|
|
|
477
|
|
|
1.29
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
1,901
|
|
|
1.48
|
|
|
3,304
|
|
|
0.95
|
|
|
408
|
|
|
1.60
|
|
|
—
|
|
|
—
|
|
||||
Total non-U.S. debt securities
|
|
7,863
|
|
|
|
|
9,507
|
|
|
|
|
1,962
|
|
|
|
|
1,168
|
|
|
|
||||||||
State and political subdivisions
(2)
|
|
509
|
|
|
4.76
|
|
|
2,347
|
|
|
5.01
|
|
|
5,548
|
|
|
6.25
|
|
|
1,918
|
|
|
6.32
|
|
||||
Collateralized mortgage obligations
|
|
2
|
|
|
1.15
|
|
|
44
|
|
|
2.73
|
|
|
871
|
|
|
3.05
|
|
|
1,676
|
|
|
3.26
|
|
||||
Other U.S. debt securities
|
|
508
|
|
|
3.89
|
|
|
1,003
|
|
|
4.25
|
|
|
922
|
|
|
2.29
|
|
|
36
|
|
|
1.44
|
|
||||
Total
|
|
$
|
12,415
|
|
|
|
|
$
|
19,803
|
|
|
|
|
$
|
14,306
|
|
|
|
|
$
|
15,004
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held-to-maturity
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct obligations
|
|
$
|
400
|
|
|
0.75
|
%
|
|
$
|
14,888
|
|
|
2.11
|
%
|
|
$
|
2,167
|
|
|
1.73
|
%
|
|
$
|
72
|
|
|
0.83
|
%
|
Mortgage-backed securities
|
|
—
|
|
|
—
|
|
|
193
|
|
|
2.57
|
|
|
1,536
|
|
|
2.89
|
|
|
8,605
|
|
|
2.88
|
|
||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Student loans
|
|
442
|
|
|
1.22
|
|
|
201
|
|
|
1.53
|
|
|
349
|
|
|
1.16
|
|
|
1,891
|
|
|
1.43
|
|
||||
Credit cards
|
|
99
|
|
|
0.79
|
|
|
798
|
|
|
1.17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
7
|
|
|
1.12
|
|
|
18
|
|
|
2.27
|
|
|
8
|
|
|
1.12
|
|
|
2
|
|
|
1.34
|
|
||||
Total asset-backed securities
|
|
548
|
|
|
|
|
1,017
|
|
|
|
|
357
|
|
|
|
|
1,893
|
|
|
|
||||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
|
148
|
|
|
1.22
|
|
|
339
|
|
|
0.56
|
|
|
47
|
|
|
2.63
|
|
|
616
|
|
|
1.02
|
|
||||
Asset-backed securities
|
|
163
|
|
|
0.05
|
|
|
368
|
|
|
0.57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Government securities
|
|
180
|
|
|
1.04
|
|
|
106
|
|
|
0.25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
71
|
|
|
2.02
|
|
|
42
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total non-U.S. debt securities
|
|
562
|
|
|
|
|
855
|
|
|
|
|
47
|
|
|
|
|
616
|
|
|
|
||||||||
Collateralized mortgage obligations
|
|
102
|
|
|
2.92
|
|
|
23
|
|
|
2.97
|
|
|
488
|
|
|
1.77
|
|
|
800
|
|
|
2.07
|
|
||||
Total
|
|
$
|
1,612
|
|
|
|
|
$
|
16,976
|
|
|
|
|
$
|
4,595
|
|
|
|
|
$
|
11,986
|
|
|
|
|
|
|
|
TABLE 26: AMORTIZED COST, FAIR VALUE AND NET UNREALIZED GAINS (LOSSES) OF INVESTMENT SECURITIES
|
|||||||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(In millions)
|
Amortized Cost
|
|
Net Unrealized Gain (Losses)
|
|
Fair Value
|
|
Amortized Cost
|
|
Net Unrealized Gain (Losses)
|
|
Fair Value
|
||||||||||||
Available-for-sale
(1)
|
$
|
62,056
|
|
|
$
|
(58
|
)
|
|
$
|
61,998
|
|
|
$
|
69,843
|
|
|
$
|
227
|
|
|
$
|
70,070
|
|
Held-to-maturity
(1)
|
35,169
|
|
|
(175
|
)
|
|
34,994
|
|
|
29,952
|
|
|
(154
|
)
|
|
29,798
|
|
||||||
Total investment securities
|
$
|
97,225
|
|
|
$
|
(233
|
)
|
|
$
|
96,992
|
|
|
$
|
99,795
|
|
|
$
|
73
|
|
|
$
|
99,868
|
|
Net after-tax unrealized gain (loss)
|
|
|
$
|
(140
|
)
|
|
|
|
|
|
$
|
44
|
|
|
|
|
|
|
|
TABLE 27: U.S. AND NON- U.S. LOANS AND LEASES
|
|||||||||||||||||||
|
As of December 31,
|
||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and financial
|
$
|
16,412
|
|
|
$
|
15,899
|
|
|
$
|
14,515
|
|
|
$
|
10,305
|
|
|
$
|
9,265
|
|
Commercial real estate
|
27
|
|
|
28
|
|
|
28
|
|
|
209
|
|
|
411
|
|
|||||
Lease financing
|
338
|
|
|
337
|
|
|
335
|
|
|
339
|
|
|
380
|
|
|||||
Total domestic
|
16,777
|
|
|
16,264
|
|
|
14,878
|
|
|
10,853
|
|
|
10,056
|
|
|||||
Non-U.S.:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and financial
|
2,476
|
|
|
1,957
|
|
|
2,653
|
|
|
1,877
|
|
|
1,467
|
|
|||||
Lease financing
|
504
|
|
|
578
|
|
|
668
|
|
|
756
|
|
|
784
|
|
|||||
Total non-U.S.
|
2,980
|
|
|
2,535
|
|
|
3,321
|
|
|
2,633
|
|
|
2,251
|
|
|||||
Total loans and leases
|
$
|
19,757
|
|
|
$
|
18,799
|
|
|
$
|
18,199
|
|
|
$
|
13,486
|
|
|
$
|
12,307
|
|
Average loans and leases
|
$
|
19,013
|
|
|
$
|
17,948
|
|
|
$
|
15,912
|
|
|
$
|
13,781
|
|
|
$
|
11,610
|
|
TABLE 28: CONTRACTUAL MATURITIES FOR LOANS AND LEASES
|
|||||||||||||||
|
As of December 31, 2016
|
||||||||||||||
(In millions)
|
Total
|
|
Under 1 Year
|
|
1 to 5 Years
|
|
Over 5 Years
|
||||||||
Domestic:
|
|
|
|
|
|
|
|
||||||||
Commercial and financial
|
$
|
16,412
|
|
|
$
|
9,508
|
|
|
$
|
5,028
|
|
|
$
|
1,876
|
|
Commercial real estate
|
27
|
|
|
27
|
|
|
—
|
|
|
—
|
|
||||
Lease financing
|
338
|
|
|
67
|
|
|
69
|
|
|
202
|
|
||||
Total domestic
|
16,777
|
|
|
9,602
|
|
|
5,097
|
|
|
2,078
|
|
||||
Non-U.S.:
|
|
|
|
|
|
|
|
||||||||
Commercial and financial
|
2,476
|
|
|
1,510
|
|
|
821
|
|
|
145
|
|
||||
Lease financing
|
504
|
|
|
117
|
|
|
86
|
|
|
301
|
|
||||
Total non-U.S.
|
2,980
|
|
|
1,627
|
|
|
907
|
|
|
446
|
|
||||
Total loans and leases
|
$
|
19,757
|
|
|
$
|
11,229
|
|
|
$
|
6,004
|
|
|
$
|
2,524
|
|
TABLE 29: CLASSIFICATION OF LOAN AND LEASE BALANCES DUE AFTER ONE YEAR
|
|
||
(In millions)
|
As of December 31, 2016
|
||
Loans and leases with predetermined interest rates
|
$
|
3,336
|
|
Loans and leases with floating or adjustable interest rates
|
5,192
|
|
|
Total
|
$
|
8,528
|
|
TABLE 30: ALLOWANCE FOR LOAN AND LEASE LOSSES
|
|||||||||||||||||||
|
Years Ended December 31,
|
||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
46
|
|
|
$
|
38
|
|
|
$
|
28
|
|
|
$
|
22
|
|
|
$
|
22
|
|
Provision for loan and lease losses
(1)
|
10
|
|
|
12
|
|
|
10
|
|
|
6
|
|
|
(3
|
)
|
|||||
Charge-offs
(2)
|
(3
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Recoveries
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Ending balance
|
$
|
53
|
|
|
$
|
46
|
|
|
$
|
38
|
|
|
$
|
28
|
|
|
$
|
22
|
|
|
|
TABLE 31: CROSS-BORDER OUTSTANDINGS
(1)
|
|||||||||||
(In millions)
|
Investment Securities and Other Assets
|
|
Derivatives and Securities on Loan
|
|
Total Cross-Border Outstandings
|
||||||
December 31, 2016
|
|
|
|
|
|
||||||
United Kingdom
|
$
|
18,712
|
|
|
$
|
1,761
|
|
|
$
|
20,473
|
|
Japan
|
17,922
|
|
|
1,171
|
|
|
19,093
|
|
|||
Germany
|
13,812
|
|
|
484
|
|
|
14,296
|
|
|||
Australia
|
5,122
|
|
|
986
|
|
|
6,108
|
|
|||
Luxembourg
|
3,389
|
|
|
762
|
|
|
4,151
|
|
|||
Canada
|
3,179
|
|
|
781
|
|
|
3,960
|
|
|||
December 31, 2015
|
|
|
|
|
|
|
|
||||
United Kingdom
|
$
|
16,965
|
|
|
$
|
1,589
|
|
|
$
|
18,554
|
|
Japan
|
17,328
|
|
|
87
|
|
|
17,415
|
|
|||
Germany
|
12,111
|
|
|
569
|
|
|
12,680
|
|
|||
Australia
|
4,035
|
|
|
292
|
|
|
4,327
|
|
|||
Canada
|
3,156
|
|
|
1,113
|
|
|
4,269
|
|
|||
Luxembourg
|
3,034
|
|
|
514
|
|
|
3,548
|
|
|||
December 31, 2014
|
|
|
|
|
|
||||||
United Kingdom
|
$
|
15,288
|
|
|
$
|
1,769
|
|
|
$
|
17,057
|
|
Japan
|
9,465
|
|
|
644
|
|
|
10,109
|
|
|||
Australia
|
5,981
|
|
|
1,039
|
|
|
7,020
|
|
|||
Netherlands
|
4,425
|
|
|
330
|
|
|
4,755
|
|
|||
Canada
|
3,227
|
|
|
974
|
|
|
4,201
|
|
|||
Germany
|
3,075
|
|
|
792
|
|
|
3,867
|
|
|
|
•
|
credit and counterparty risk;
|
•
|
liquidity risk, funding and management;
|
•
|
operational risk;
|
•
|
information technology risk;
|
•
|
market risk associated with our trading activities;
|
•
|
market risk associated with our non-trading activities, which we refer to as asset-and-liability management, and which consists primarily of interest-rate risk;
|
•
|
strategic risk;
|
•
|
model risk; and
|
•
|
reputational, fiduciary and business conduct risk.
|
▪
|
A culture of risk awareness that extends across all of our business activities;
|
▪
|
The identification, classification and quantification of State Street's material risks;
|
▪
|
The establishment of our risk appetite and associated limits and policies, and our compliance with these limits;
|
▪
|
The establishment of a risk management structure at the “top of the house” that enables the control and coordination of risk-taking across the business lines;
|
▪
|
The implementation of stress testing practices and a dynamic risk-assessment capability;
|
▪
|
A direct link between risk and strategic-decision making processes and incentive compensation practices; and
|
▪
|
The overall flexibility to adapt to the ever-changing business and market conditions.
|
Management Risk Governance Committee Structure
|
|||||||||
|
|
|
|
|
|
|
|
|
|
Executive Management Committees:
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
Management Risk and Capital Committee
(MRAC) |
|
Business Conduct Risk Committee
(BCRC) |
|
Technology and Operational Risk Committee
(TORC) |
|||||
|
|
|
|
|
|
|
|
|
|
Risk Committees:
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
Asset-Liability Committee (ALCO)
|
|
Credit Risk and Policy Committee
(CRPC) |
|
Fiduciary Review Committee
|
|
Operational Risk Committee
|
|
Technology Risk Governance Committee
|
|
|
|
|
|
|
|
|
|
|
|
Trading and Market Risk Committee (TMRC)
|
|
Basel Oversight Committee
(BOC) |
|
New Business and Product Approval Committee
|
|
Executive Continuity Steering Committee
|
|
Executive Information Security Committee
|
|
|
|
|
|
|
|
|
|
|
|
Recovery and Resolution Planning Executive Review Board
|
|
Model Risk Committee
(MRC) |
|
Compliance and Ethics Committee
|
|
Third Party Risk Management Steering Committee
|
|
Access Control Board
|
|
|
|
|
|
|
|
|
|
|
|
CCAR Steering Committee
|
|
SSGA Risk Committee
|
|
Legal Entity Oversight Committee
|
|
Business Controls Steering Committee
|
|
Global Transitions Oversight Committee
|
|
|
|
|
|
|
|
|
|
|
|
Country Risk Committee
|
|
|
|
|
|
Data Governance Board
|
|
|
•
|
“Vertical” business unit-aligned risk groups that support business managers with risk management, measurement and monitoring activities;
|
•
|
“Horizontal” risk groups that monitor the risks that cross all of our business units (for example, credit and operational risk); and
|
•
|
Risk oversight for international activities, which combines intersecting “Verticals” and “Horizontals” through a hub and spoke model to provide important regional and legal entity perspectives to the global risk framework.
|
•
|
The approval of the policies of our global risk, capital and liquidity management frameworks, including our risk appetite framework;
|
•
|
The monitoring and assessment of our capital adequacy based on internal policies and regulatory requirements;
|
•
|
The oversight of our firm-wide risk identification, model risk governance, stress testing and Recovery and Resolution Plan programs; and
|
•
|
The ongoing monitoring and review of risks undertaken within the businesses, and our senior management oversight and approval of risk strategies and tactics.
|
•
|
ALCO
oversees the management of our consolidated statement of condition and the management of our global liquidity, our interest-rate risk, and our non-traded market risk positions, as well as the business activities of our Global Treasury group and the risks associated with the generation of net interest revenue and overall balance sheet management. ALCO’s roles and responsibilities are designed to work complementary to, and be coordinated with, MRAC, which approves our corporate risk appetite and associated balance sheet strategy;
|
•
|
CRPC has primary responsibility for the oversight and review of credit and counterparty risk across business units, as well as oversight, review and approval of the credit risk policies and guidelines; the Committee consists of senior executives within ERM, and reviews policies and guidelines related to all aspects of our business which give rise to credit risk; our business units are also represented on the CRPC; credit risk policies and guidelines are reviewed periodically, but at least annually;
|
•
|
TMRC
reviews the effectiveness of, and approves, the market risk framework at least annually; it is the senior oversight and decision-making committee for risk management within our global markets businesses; the TMRC is responsible for the formulation of guidelines, strategies and workflows with respect to the measurement, monitoring and control of our trading market risk, and also approves market risk tolerance limits, collateral and margin policies, and trading authorities; the TMRC meets regularly to monitor the management of our trading market risk activities;
|
•
|
BOC provides oversight and governance over Basel related regulatory requirements, assesses compliance with respect to Basel regulations and approves all material methodologies and changes, policies and reporting;
|
•
|
The Recovery and Resolution Planning Executive Review Board oversees the development of recovery and resolution plans as required by banking regulators;
|
•
|
MRC
monitors the overall level of model risk and provides oversight of the model governance process pertaining to financial models, including the validation of key models and the ongoing monitoring of model
|
•
|
The CCAR Steering Committee provides primary supervision of the stress tests performed in conformity with the Federal Reserve's CCAR process and the Dodd-Frank Act, and is responsible for the overall management, review, and approval of all material assumptions, methodologies, and results of each stress scenario;
|
•
|
The SSGA Risk Committee is the most senior oversight and decision making committee for risk management within SSGA; the committee is responsible for overseeing the alignment of SSGA's strategy, budget, and risk appetite, as well as alignment with State Street corporate-wide strategies and risk management standards; and
|
•
|
The Country Risk Committee oversees the identification, assessment, monitoring, reporting and mitigation, where necessary, of country risks.
|
•
|
The Fiduciary Review Committee reviews and assesses the fiduciary risk management programs of those units in which we serve in a fiduciary capacity;
|
•
|
The New Business and Product Approval Committee provides oversight of the evaluation of the risk inherent in proposed new products or services and new business, and extensions of existing products or services, evaluations including economic justification, material risk, compliance, regulatory and legal considerations, and capital and liquidity analyses;
|
•
|
The Compliance and Ethics Committee provides review and oversight of our compliance programs, including its culture of compliance and high standards of ethical behavior; and
|
•
|
The Legal Entity Oversight Committee establishes standards with respect to the governance of State Street legal entities, monitors adherence to those standards, and oversees the ongoing evaluation of our legal entity structure, including the formation, maintenance and dissolution of legal entities.
|
•
|
The Technology Risk Governance Committee provides regular reporting to TORC and escalates technology risk issues to TORC, as appropriate;
|
•
|
The Executive Continuity Steering Committee reviews overall business continuity program performance, provides for executive accountability for compliance with the business continuity program and standards, and reviews and approves major changes or exceptions to program policy and standards;
|
•
|
The Executive Information Security Committee is responsible for managing the Enterprise Information Security posture and program, including cyber security protections, provides enterprise-wide oversight of the Information Security Program to provide that controls are measured and managed, and serves as an escalation point for issues identified during the execution of information technology activities and risk mitigation;
|
•
|
The Third Party Risk Management Steering Committee provides oversight over the vendor management program, approves policies, and serves as an escalation path for program compliance exceptions;
|
•
|
The Access Control Board establishes and provides appropriate governance and controls over our access control security framework;
|
•
|
The Operational Risk Committee, along with the support of regional business or entity-specific working groups and committees, is responsible for oversight of our operational risk programs, including determining that the implementation of those programs is designed to identify, manage, and control operational risk in an effective and consistent manner across the firm;
|
•
|
The Business Controls Steering Committee is responsible for overseeing and monitoring the execution and ongoing monitoring of our program of enhanced business controls practices across the organization;
|
•
|
The Global Transitions Oversight Committee is responsible for establishing a framework to monitor and oversee transitions between and among State Street legal entities against State Street resolvability principles, to monitor compliance with that framework to support optimization of State Street’s global operating footprint through increased consistency, transparency and sharing of best practices among State Street legal
|
•
|
The Data Governance Board is responsible for overseeing State Street’s data governance vision, strategies and priorities and ensuring alignment of data governance policies and practices with corporate strategy and with State Street’s obligations to comply with data-related regulations.
|
▪
|
Default risk - the risk that a counterparty fails to meet its contractual payment obligations;
|
▪
|
Country risk - the risk that we may suffer a loss, in any given country, due to any of the following reasons: deterioration of economic conditions, political and social upheaval, nationalization and appropriation of assets, government repudiation of indebtedness, exchange controls, and disruptive currency depreciation or devaluation; and
|
▪
|
Settlement risk - the risk that the settlement or clearance of transactions will fail, which arises whenever the exchange of cash, securities and/or other assets is not simultaneous.
|
•
|
We measure and consolidate credit risks to each counterparty, or group of counterparties, in accordance with a “one-obligor” principle that aggregates risks across our business units;
|
•
|
ERM reviews and approves all extensions of credit, or material changes to extensions of credit (such as changes in term, collateral structure or covenants), in accordance with assigned credit-approval authorities;
|
•
|
Credit-approval authorities are assigned to individuals according to their qualifications, experience and training, and these authorities are periodically reviewed. Our largest exposures require approval by the Credit Committee, a sub-committee of the CRPC. With respect to small and low-risk extensions of credit to certain types of counterparties, approval authority is granted to individuals outside of ERM;
|
•
|
We seek to avoid or limit undue concentrations of risk. Counterparty (or groups of counterparties), industry, country and product-specific concentrations of risk are subject to frequent review and approval in accordance with our risk appetite;
|
•
|
We determine the creditworthiness of counterparties through a detailed risk assessment, including the use of comprehensive internal risk-rating methodologies;
|
•
|
We review all extensions of credit and the creditworthiness of counterparties at least annually. The nature and extent of these reviews are determined by the size, nature and term of the extensions of credit and the creditworthiness of the counterparty; and
|
•
|
We subject all corporate policies and guidelines to annual review as an integral part of our periodic assessment of our risk appetite.
|
•
|
The assessment of the creditworthiness of new counterparties and, in conjunction with our risk appetite statement, the development of appropriate credit limits for our products and services, including loans, foreign exchange, securities finance, placements and repurchase agreements;
|
•
|
The use of an automated process for limit approvals for certain low-risk counterparties, as defined in our credit risk guidelines, based on the counterparty’s probability-of-default, or
PD
, rating class;
|
•
|
The development of approval authority matrices based on PD; riskier counterparties with higher ratings require higher levels of approval for a comparable PD and limit size compared to less risky counterparties with lower ratings;
|
•
|
The analysis of risk concentration trends using historical PD and exposure-at-default, or
EAD
, data;
|
•
|
The standardization of rating integrity testing by GCR using rating parameters;
|
•
|
The determination of the level of management review of short-duration advances depending on PD; riskier counterparties with higher rating class values generally trigger higher levels of
|
•
|
The monitoring of credit facility utilization levels using EAD values and the identification of instances where counterparties have exceeded limits;
|
•
|
The aggregation and comparison of counterparty exposures with risk appetite levels to determine if businesses are maintaining appropriate risk levels; and
|
•
|
The determination of our regulatory capital requirements for the AIRB provided in the Basel framework.
|
•
|
Annual Reviews.
A formal review of counterparties is conducted at least annually and includes a thorough review of operating performance, primary risk factors and our internal credit risk rating. This annual review also includes a review of current and proposed credit limits, an assessment of our ongoing risk appetite and verification that supporting legal documentation remains effective.
|
•
|
Interim Monitoring.
Periodic monitoring of our largest and riskiest counterparties is undertaken more frequently, utilizing financial information, market indicators and other relevant credit and performance measures. The nature and extent of this interim monitoring is individually tailored to certain counterparties and/or industry sectors to identify material changes to the risk profile of a counterparty (or group of counterparties) and assign an updated internal risk rating in a timely manner.
|
•
|
Separate and objective assessments of our credit and counterparty exposures to determine the nature and extent of risk undertaken by the business units;
|
•
|
Periodic credit process and credit product reviews, focusing on and assessing credit analysis, policy compliance, prudent transaction structure and underwriting standards, administration and documentation, risk-rating integrity, and relevant trends;
|
•
|
Identification and monitoring of developing counterparty, market and/or industry sector trends to limit risk of loss and protect capital;
|
•
|
Regular and formal reporting of reviews, including findings and requisite actions to remedy identified deficiencies;
|
•
|
Allocation of resources for specialized risk assessments (on an as-needed basis);
|
•
|
Assessment of the level of the allowance for loan and lease losses and OTTI; and
|
•
|
Liaison with auditors and regulatory personnel on matters relating to risk rating, reporting, and measurement.
|
•
|
Structural liquidity management addresses liquidity by monitoring and directing the composition of our consolidated statement of condition. Structural liquidity is measured by metrics such as the percentage of total wholesale funds to consolidated total assets, and the percentage of non-government investment securities to client deposits. In addition, on a regular basis and as described below, our structural liquidity is evaluated under various stress scenarios.
|
•
|
Tactical liquidity management addresses our day-to-day funding requirements and is largely driven by changes in our primary source of funding, which are client deposits. Fluctuations in client deposits may be supplemented with short-term borrowings, which generally include commercial paper and certificates of deposit.
|
•
|
Stress testing and contingent funding planning are longer-term strategic liquidity risk management practices. Regular and ad hoc liquidity stress testing are performed under various severe but plausible scenarios at the consolidated level and at significant subsidiaries, including State Street Bank. These tests contemplate severe market and State Street-specific events under various time horizons and severities. Tests contemplate the impact of material changes in key funding sources, credit ratings, additional collateral requirements, contingent uses of funding, systemic shocks to the financial markets, and operational failures based on market and State Street-specific assumptions. The stress tests evaluate the
|
TABLE 32: COMPONENTS OF HQLA BY TYPE OF ASSET
|
||||||||
(In millions)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Excess Central Bank Balances
|
|
$
|
65,790
|
|
|
$
|
66,063
|
|
U.S. Treasuries
|
|
15,821
|
|
|
22,518
|
|
||
Other Investment securities
|
|
13,753
|
|
|
16,952
|
|
||
Foreign government
|
|
5,561
|
|
|
3,861
|
|
||
Total
|
|
$
|
100,925
|
|
|
$
|
109,394
|
|
TABLE 33: CLIENT DEPOSITS
|
|||||||||||||||
|
|
|
Average Balance
|
||||||||||||
|
December 31,
|
|
Years Ended December 31,
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Client deposits
(1)
|
$
|
176,693
|
|
|
$
|
177,907
|
|
|
$
|
156,029
|
|
|
$
|
171,425
|
|
|
|
|
|
TABLE 34: CREDIT RATINGS
|
|||||||
|
As of December 31, 2016
|
||||||
|
Standard &
Poor’s
|
|
Moody’s
Investors
Service
|
|
Fitch
|
|
Dominion Bond Rating Service
|
State Street:
|
|
|
|
|
|
|
|
Senior debt
|
A
|
|
A1
|
|
AA-
|
|
AA (Low)
|
Subordinated debt
|
A-
|
|
A2
|
|
A+
|
|
A (High)
|
Junior subordinated debt
|
BBB
|
|
A3
|
|
BBB+
|
|
A (High)
|
Preferred stock
|
BBB
|
|
Baa1
|
|
BBB
|
|
A (Low)
|
Outlook
|
Stable
|
|
Stable
|
|
Stable
|
|
Stable
|
State Street Bank:
|
|
|
|
|
|
|
|
Short-term deposits
|
A-1+
|
|
P-1
|
|
F1+
|
|
R-1 (High)
|
Long-term deposits
|
AA-
|
|
Aa1
|
|
AA+
|
|
AA
|
Senior debt/Long-term issuer
|
AA-
|
|
Aa3
|
|
AA
|
|
AA
|
Subordinated debt
|
A
|
|
Aa3
|
|
A+
|
|
AA (Low)
|
Outlook
|
Stable
|
|
Stable
|
|
Stable
|
|
Stable
|
TABLE 35: LONG-TERM CONTRACTUAL CASH OBLIGATIONS
|
|||||||||||||||||||
|
PAYMENTS DUE BY PERIOD
|
||||||||||||||||||
(In millions)
|
Total
|
|
Less than 1
year
|
|
1-3
years
|
|
4-5
years
|
|
Over 5
years
|
||||||||||
Long-term debt
(1) (2)
|
$
|
11,137
|
|
|
$
|
450
|
|
|
$
|
1,423
|
|
|
$
|
3,155
|
|
|
$
|
6,109
|
|
Operating leases
|
1,149
|
|
|
205
|
|
|
323
|
|
|
241
|
|
|
380
|
|
|||||
Capital lease obligations
(2)
|
325
|
|
|
57
|
|
|
99
|
|
|
90
|
|
|
79
|
|
|||||
Total contractual cash obligations
|
$
|
12,611
|
|
|
$
|
712
|
|
|
$
|
1,845
|
|
|
$
|
3,486
|
|
|
$
|
6,568
|
|
|
|
|
|
•
|
Obligations which will be settled in cash, primarily in less than one year, such as client deposits, federal funds purchased, securities sold under repurchase agreements and other short-term borrowings. Additional information about deposits, federal funds purchased, securities sold under repurchase agreements and other short-term borrowings is provided in Notes
8
and
9
to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, of this Form 10-K.
|
•
|
Obligations related to derivative instruments because the derivative-related amounts
|
TABLE 36: OTHER COMMERCIAL COMMITMENTS
|
|
|
|
|
|||||||||||||||
|
DURATION OF COMMITMENT
|
||||||||||||||||||
(In millions)
|
Total amounts
committed
(1)
|
|
Less than
1 year
|
|
1-3
years
|
|
4-5
years
|
|
Over 5
years
|
||||||||||
Indemnified securities financing
|
$
|
360,452
|
|
|
$
|
360,452
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stable value protection
(2)
|
27,182
|
|
|
27,182
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unfunded credit facilities
|
28,154
|
|
|
18,403
|
|
|
5,823
|
|
|
3,862
|
|
|
66
|
|
|||||
Standby letters of credit
|
3,459
|
|
|
836
|
|
|
2,234
|
|
|
389
|
|
|
—
|
|
|||||
Purchase obligations
(3)
|
235
|
|
|
55
|
|
|
62
|
|
|
45
|
|
|
73
|
|
|||||
Total commercial commitments
|
$
|
419,482
|
|
|
$
|
406,928
|
|
|
$
|
8,119
|
|
|
$
|
4,296
|
|
|
$
|
139
|
|
|
|
|
|
•
|
A common understanding of operational risk management and its supporting processes;
|
•
|
The clarification of responsibilities for the management of operational risk across State Street;
|
•
|
The alignment of business priorities with risk management objectives;
|
•
|
The active management of risk and early identification of emerging risks;
|
•
|
The consistent application of policies and the collection of data for risk management and measurement; and
|
•
|
The estimation of our operational risk capital requirement.
|
•
|
The global head of Operational Risk, a member of the CRO’s executive management team, leads ERM’s corporate ORM group.
ORM is responsible for the strategy, evolution and consistent implementation of our operational risk guidelines, framework and supporting tools across State Street. ORM reviews and analyzes operational key risk information, events, metrics and indicators at the business unit and corporate level for purposes of risk management, reporting and escalation to the CRO, senior management and governance committees;
|
•
|
ERM’s Corporate Risk Analytics group develops and maintains operational risk capital estimation models, and ERM's Operations group calculates State Street's required capital for operational risk;
|
•
|
ERM’s
MVG
independently validates the quantitative models used to measure operational risk, and ORM performs validation checks on the output of the model;
|
•
|
CIS establishes the framework, policies and related programs to measure, monitor and report on information security risks, including the effectiveness of cyber security program protections.
CIS defines and manages the enterprise-wide information security program. CIS coordinates with Information Technology, control functions and business units to support the confidentiality, integrity and availability of corporate information assets. CIS identifies and employs a risk-based methodology consistent with applicable regulatory cyber security requirements and monitors the compliance of our systems with information security policies; and
|
•
|
Corporate Audit performs separate reviews of the application of operational risk management practices and methodologies utilized across State Street.
|
•
|
The
RCSA
program seeks to understand the risks associated with day-to-day activities, and the effectiveness of controls intended to manage potential exposures arising from these activities. These risks are typically frequent in nature but generally not severe in terms of exposure;
|
•
|
The Material Risk Identification process utilizes a bottom-up approach to identify
|
•
|
The Scenario Analysis program focuses on the set of risks with the highest severity and most relevance from a capital perspective. These are generally referred to as “tail risks," and serve as important benchmarks for our loss distribution approach model (see below); they also provide inputs into stress testing; and
|
•
|
Business-specific programs to identify, assess and measure risk, including new business and product review and approval, new client screening, and, as deemed appropriate, targeted risk assessments.
|
•
|
Internal loss event data is collected from across State Street in conformity with our operating loss policy that establishes the requirements for collecting and reporting individual loss events. We categorize the data into seven Basel-defined event types and further subdivide the data by business unit, as deemed appropriate. Each of these loss events are represented in a
UOM
which is used to estimate a specific amount of capital required for the types of loss events that fall into each specific category. Some UOMs are measured at the corporate level because they are not “business specific,” such as damage to physical assets, where the cause of an event is not primarily driven by the behavior of a single business unit. Internal losses of $500 or greater are captured, analyzed and included in the modeling approach. Loss event data is collected using a corporate-wide data
|
•
|
External loss event data provides information with respect to loss event severity from other financial institutions to inform our capital estimation process of events in similar business units at other banking organizations. This information supplements the data pool available for use in our LDA model. Assessments of the sufficiency of internal data and the relevance of external data are completed before pooling the two data sources for use in our LDA model.
|
•
|
Scenario analysis workshops are conducted annually across State Street to inform management of the less frequent but most severe, or “tail,” risks that the organization faces. The workshops are attended by senior business unit managers, other support and control partners and business-aligned risk management staff. The workshops are designed to capture information about the significant risks and to estimate potential exposures for individual risks should a loss event occur. Workshops are aligned with specific UOMs and business units where appropriate. The results of these workshops are used to benchmark our LDA model results to determine that our calculation of required capital considers relevant risk-related information.
|
•
|
Business environment and internal control factors
are gathered as part of our scenario analysis program to inform the scenario analysis workshop participants of internal loss event data and business-relevant
|
•
|
A trading market risk management process led by ERM, separate from the business units' discrete activities;
|
•
|
Clearly defined responsibilities and authorities for the primary groups involved in trading market risk management;
|
•
|
A trading market risk measurement methodology that captures correlation effects and allows aggregation of market risk across risk types, markets and business lines;
|
•
|
Daily monitoring, analysis, and reporting of market risk exposures associated with trading activities against market risk limits;
|
•
|
A defined limit structure and escalation process in the event of a market risk limit excess;
|
•
|
Use of VaR models to measure the one-day market risk exposure of trading positions;
|
•
|
Use of VaR as a ten-day-based regulatory capital measure of the market risk exposure of trading positions;
|
•
|
Use of non-VaR-based limits and other controls;
|
•
|
Use of stressed-VaR models, stress-testing analysis and scenario analysis to support the trading market risk measurement and management process by assessing how portfolios and global business lines perform under extreme market conditions;
|
•
|
Use of back-testing as a diagnostic tool to assess the accuracy of VaR models and other risk management techniques; and
|
•
|
A new product approval process that requires market risk teams to assess trading-related market risks and apply risk tolerance limits to proposed new products and business activities.
|
•
|
Compared to a shorter observation period, a two-year observation period is slower to reflect increases in market volatility (although temporary increases in market volatility will affect the calculation of VaR for a longer period); consequently, in periods of sudden increases in volatility or increasing volatility, in each case relative to the prior two-year period, the calculation of VaR may understate current risk;
|
•
|
Compared to a longer observation period, a two-year observation period may not reflect as many past periods of volatility in the markets, because such past volatility is no longer in the observation period; consequently, historical market scenarios of high volatility, even if similar to current or likely future market circumstances, may fall outside the two-year observation period, resulting in a potential understatement of current risk;
|
•
|
The VaR-based measure is calibrated to a specified level of confidence and does not indicate the potential magnitude of losses beyond this confidence level;
|
•
|
In certain cases, VaR-based measures approximate the impact of changes in risk factors on the values of positions and portfolios; this may happen because the number of inputs included in the VaR model is necessarily limited; for example, yield
|
•
|
The use of historical market information may not be predictive of future events, particularly those that are extreme in nature; this “backward-looking” limitation can cause VaR to understate or overstate risk;
|
•
|
The effect of extreme and rare market movements is difficult to estimate; this may result from non-linear risk sensitivities as well as the potential for actual volatility and correlation levels to differ from assumptions implicit in the VaR calculations; and
|
•
|
Intra-day risk is not captured.
|
TABLE 37: TEN-DAY VaR ASSOCIATED WITH TRADING ACTIVITIES FOR COVERED POSITIONS
|
|||||||||||||||||||||||||||||||
|
Quarter Ended December 31, 2016
|
|
Quarter Ended September 30, 2016
|
|
As of December 31, 2016
|
|
As of September 30, 2016
|
||||||||||||||||||||||||
(In thousands)
|
Average
|
|
Maximum
|
|
Minimum
|
|
Average
|
|
Maximum
|
|
Minimum
|
|
VaR
|
|
VaR
|
||||||||||||||||
Global Markets
|
$
|
8,307
|
|
|
$
|
15,847
|
|
|
$
|
3,048
|
|
|
$
|
7,594
|
|
|
$
|
14,160
|
|
|
$
|
4,215
|
|
|
$
|
4,088
|
|
|
$
|
9,393
|
|
Global Treasury
|
527
|
|
|
756
|
|
|
333
|
|
|
563
|
|
|
762
|
|
|
399
|
|
|
756
|
|
|
584
|
|
||||||||
Total VaR
|
$
|
8,285
|
|
|
$
|
15,723
|
|
|
$
|
2,970
|
|
|
$
|
7,497
|
|
|
$
|
14,048
|
|
|
$
|
4,124
|
|
|
$
|
3,938
|
|
|
$
|
9,746
|
|
TABLE 38: TEN-DAY STRESSED VaR ASSOCIATED WITH TRADING ACTIVITIES FOR COVERED POSITIONS
|
|||||||||||||||||||||||||||||||
|
Quarter Ended December 31, 2016
|
|
Quarter Ended September 30, 2016
|
|
As of December 31, 2016
|
|
As of September 30, 2016
|
||||||||||||||||||||||||
(In thousands)
|
Average
|
|
Maximum
|
|
Minimum
|
|
Average
|
|
Maximum
|
|
Minimum
|
|
Stressed VaR
|
|
Stressed VaR
|
||||||||||||||||
Global Markets
|
$
|
36,168
|
|
|
$
|
52,057
|
|
|
$
|
18,883
|
|
|
$
|
35,056
|
|
|
$
|
56,298
|
|
|
$
|
20,763
|
|
|
$
|
26,811
|
|
|
$
|
41,487
|
|
Global Treasury
|
10,275
|
|
|
13,868
|
|
|
7,030
|
|
|
11,080
|
|
|
15,123
|
|
|
7,611
|
|
|
11,342
|
|
|
10,283
|
|
||||||||
Total Stressed VaR
|
$
|
38,645
|
|
|
$
|
55,899
|
|
|
$
|
20,646
|
|
|
$
|
37,194
|
|
|
$
|
53,771
|
|
|
$
|
23,077
|
|
|
$
|
28,624
|
|
|
$
|
45,019
|
|
TABLE 39: TEN-DAY VaR ASSOCIATED WITH TRADING ACTIVITIES BY RISK FACTOR
(1)
|
|||||||||||||||||||||||
|
As of December 31, 2016
|
|
As of September 30, 2016
|
||||||||||||||||||||
(In thousands)
|
Foreign Exchange Risk
|
|
Interest Rate Risk
|
|
Volatility Risk
|
|
Foreign Exchange Risk
|
|
Interest Rate Risk
|
|
Volatility Risk
|
||||||||||||
By component:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Global Markets
|
$
|
3,279
|
|
|
$
|
3,281
|
|
|
$
|
102
|
|
|
$
|
7,198
|
|
|
$
|
4,407
|
|
|
$
|
160
|
|
Global Treasury
|
220
|
|
|
737
|
|
|
—
|
|
|
184
|
|
|
576
|
|
|
—
|
|
||||||
Total VaR
|
$
|
3,269
|
|
|
$
|
3,004
|
|
|
$
|
102
|
|
|
$
|
7,082
|
|
|
$
|
4,589
|
|
|
$
|
160
|
|
TABLE 40: TEN-DAY STRESSED VaR ASSOCIATED WITH TRADING ACTIVITIES BY RISK FACTOR
(1)
|
|||||||||||||||||||||||
|
As of December 31, 2016
|
|
As of September 30, 2016
|
||||||||||||||||||||
(In thousands)
|
Foreign Exchange Risk
|
|
Interest Rate Risk
|
|
Volatility Risk
|
|
Foreign Exchange Risk
|
|
Interest Rate Risk
|
|
Volatility Risk
|
||||||||||||
By component:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Global Markets
|
$
|
5,026
|
|
|
$
|
36,563
|
|
|
$
|
111
|
|
|
$
|
23,236
|
|
|
$
|
47,093
|
|
|
$
|
183
|
|
Global Treasury
|
258
|
|
|
11,597
|
|
|
—
|
|
|
229
|
|
|
10,310
|
|
|
—
|
|
||||||
Total Stressed VaR
|
$
|
5,056
|
|
|
$
|
36,592
|
|
|
$
|
111
|
|
|
$
|
22,837
|
|
|
$
|
43,256
|
|
|
$
|
183
|
|
|
|
|
TABLE 41: NIR SENSITIVITY
|
||||||||
(In millions)
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Rate change:
|
|
Exposure/Benefit
|
||||||
+100 bps shock
|
|
$
|
585
|
|
|
$
|
471
|
|
–100 bps shock
|
|
(265
|
)
|
|
(181
|
)
|
||
+100 bps ramp
|
|
284
|
|
|
198
|
|
||
–100 bps ramp
|
|
(161
|
)
|
|
(96
|
)
|
TABLE 42: EVE SENSITIVITY
|
||||||||||||
|
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2015 |
||||||
(In millions)
|
|
|
|
(as reported)
|
|
(pro forma)
|
||||||
Rate change:
|
|
Exposure/Benefit
|
||||||||||
+200 bps shock
|
|
$
|
(1,092
|
)
|
|
$
|
(2,355
|
)
|
|
$
|
(791
|
)
|
–200 bps shock
|
|
877
|
|
|
1,655
|
|
|
(25
|
)
|
•
|
A model risk governance program that defines roles and responsibilities, including the authority to restrict model usage, provides policies and guidance, monitors compliance, and reports regularly to the Board on the overall degree of model risk across the corporation;
|
•
|
A model development process that focuses on sound design and computational accuracy, and includes activities designed to test for robustness, stability, and sensitivity to assumptions; and
|
•
|
An independent model validation function designed to verify that models are conceptually sound, computationally accurate, are performing as expected, and are in line with their design objectives.
|
•
|
Risk Management - identification, measurement, monitoring and forecasting of different types of risk and their combined impact on capital adequacy;
|
•
|
Capital Management - determination of optimal capital levels; and
|
•
|
Business Management - strategic planning, budgeting, forecasting, and performance management.
|
TABLE 43: BASEL III FINAL RULES TRANSITION ARRANGEMENTS AND MINIMUM RISK-BASED CAPITAL RATIOS
(1) (2)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|||||
Capital conservation buffer (Common Equity Tier 1)
|
|
—
|
%
|
|
0.625
|
%
|
|
1.250
|
%
|
|
1.875
|
%
|
|
2.500
|
%
|
G-SIB surcharge (CET1)
(1)
|
|
—
|
|
|
0.375
|
|
|
0.750
|
|
|
1.125
|
|
|
1.500
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Minimum common equity tier 1
(3)
|
|
4.5
|
|
|
5.500
|
|
|
6.500
|
|
|
7.500
|
|
|
8.500
|
|
Minimum tier 1 capital
(3)
|
|
6.0
|
|
|
7.000
|
|
|
8.000
|
|
|
9.000
|
|
|
10.000
|
|
Minimum total capital
(3)
|
|
8.0
|
|
|
9.000
|
|
|
10.000
|
|
|
11.000
|
|
|
12.000
|
|
|
|
|
|
TABLE 44: REGULATORY CAPITAL STRUCTURE AND RELATED REGULATORY CAPITAL RATIOS
|
|||||||||||||||||||||||||||||||||||
|
State Street
|
|
State Street Bank
|
||||||||||||||||||||||||||||||||
(In millions)
|
Basel III Advanced Approaches December 31, 2016
(1)
|
|
Basel III Standardized Approach December 31, 2016
(2)
|
|
Basel III Advanced Approaches December 31, 2015
(1)
|
|
Basel III Standardized Approach December 31, 2015
(2)
|
|
Basel III Advanced Approaches December 31, 2016
(1)
|
|
Basel III Standardized Approach December 31, 2016
(2)
|
|
Basel III Advanced Approaches December 31, 2015
(1)
|
|
Basel III Standardized Approach December 31, 2015
(2)
|
||||||||||||||||||||
Common shareholders' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Common stock and related surplus
|
$
|
10,286
|
|
|
$
|
10,286
|
|
|
$
|
10,250
|
|
|
$
|
10,250
|
|
|
$
|
11,376
|
|
|
$
|
11,376
|
|
|
$
|
10,938
|
|
|
$
|
10,938
|
|
||||
Retained earnings
|
17,459
|
|
|
17,459
|
|
|
16,049
|
|
|
16,049
|
|
|
12,285
|
|
|
12,285
|
|
|
10,655
|
|
|
10,655
|
|
||||||||||||
Accumulated other comprehensive income (loss)
|
(1,936
|
)
|
|
(1,936
|
)
|
|
(1,422
|
)
|
|
(1,422
|
)
|
|
(1,648
|
)
|
|
(1,648
|
)
|
|
(1,230
|
)
|
|
(1,230
|
)
|
||||||||||||
Treasury stock, at cost
|
(7,682
|
)
|
|
(7,682
|
)
|
|
(6,457
|
)
|
|
(6,457
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Total
|
18,127
|
|
|
18,127
|
|
|
18,420
|
|
|
18,420
|
|
|
22,013
|
|
|
22,013
|
|
|
20,363
|
|
|
20,363
|
|
||||||||||||
Regulatory capital adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Goodwill and other intangible assets, net of associated deferred tax liabilities
(3)
|
(6,348
|
)
|
|
(6,348
|
)
|
|
(5,927
|
)
|
|
(5,927
|
)
|
|
(6,060
|
)
|
|
(6,060
|
)
|
|
(5,631
|
)
|
|
(5,631
|
)
|
||||||||||||
Other adjustments
|
(155
|
)
|
|
(155
|
)
|
|
(60
|
)
|
|
(60
|
)
|
|
(148
|
)
|
|
(148
|
)
|
|
(85
|
)
|
|
(85
|
)
|
||||||||||||
Common equity tier 1 capital
|
11,624
|
|
|
11,624
|
|
|
12,433
|
|
|
12,433
|
|
|
15,805
|
|
|
15,805
|
|
|
14,647
|
|
|
14,647
|
|
||||||||||||
Preferred stock
|
3,196
|
|
|
3,196
|
|
|
2,703
|
|
|
2,703
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Trust preferred capital securities subject to phase-out from tier 1 capital
|
—
|
|
|
—
|
|
|
237
|
|
|
237
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Other adjustments
|
(103
|
)
|
|
(103
|
)
|
|
(109
|
)
|
|
(109
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Tier 1 capital
|
14,717
|
|
|
14,717
|
|
|
15,264
|
|
|
15,264
|
|
|
15,805
|
|
|
15,805
|
|
|
14,647
|
|
|
14,647
|
|
||||||||||||
Qualifying subordinated long-term debt
|
1,172
|
|
|
1,172
|
|
|
1,358
|
|
|
1,358
|
|
|
1,179
|
|
|
1,179
|
|
|
1,371
|
|
|
1,371
|
|
||||||||||||
Trust preferred capital securities phased out of tier 1 capital
|
—
|
|
|
—
|
|
|
713
|
|
|
713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
ALLL and other
|
19
|
|
|
77
|
|
|
12
|
|
|
66
|
|
|
15
|
|
|
77
|
|
|
8
|
|
|
66
|
|
||||||||||||
Other adjustments
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Total capital
|
$
|
15,909
|
|
|
$
|
15,967
|
|
|
$
|
17,349
|
|
|
$
|
17,403
|
|
|
$
|
16,999
|
|
|
$
|
17,061
|
|
|
$
|
16,026
|
|
|
$
|
16,084
|
|
||||
Risk-weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Credit risk
|
$
|
50,900
|
|
|
$
|
98,125
|
|
|
$
|
51,733
|
|
|
$
|
93,515
|
|
|
$
|
47,383
|
|
|
$
|
94,413
|
|
|
$
|
47,677
|
|
|
$
|
89,164
|
|
||||
Operational risk
(4)
|
44,579
|
|
|
NA
|
|
|
43,882
|
|
|
NA
|
|
|
44,043
|
|
|
NA
|
|
|
43,324
|
|
|
NA
|
|
||||||||||||
Market risk
(5)
|
3,822
|
|
|
1,751
|
|
|
3,937
|
|
|
2,378
|
|
|
3,822
|
|
|
1,751
|
|
|
3,939
|
|
|
2,378
|
|
||||||||||||
Total risk-weighted assets
|
$
|
99,301
|
|
|
$
|
99,876
|
|
|
$
|
99,552
|
|
|
$
|
95,893
|
|
|
$
|
95,248
|
|
|
$
|
96,164
|
|
|
$
|
94,940
|
|
|
$
|
91,542
|
|
||||
Adjusted quarterly average assets
|
$
|
226,310
|
|
|
$
|
226,310
|
|
|
$
|
221,880
|
|
|
$
|
221,880
|
|
|
$
|
222,584
|
|
|
$
|
222,584
|
|
|
$
|
217,358
|
|
|
$
|
217,358
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Capital Ratios
(1)
:
|
2016 Minimum Requirements Including Capital Conservation Buffer and G-SIB Surcharge
(6)
|
2015 Minimum Requirements
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Common equity tier 1 capital
|
5.5
|
%
|
4.5
|
%
|
11.7
|
%
|
|
11.6
|
%
|
|
12.5
|
%
|
|
13.0
|
%
|
|
16.6
|
%
|
|
16.4
|
%
|
|
15.4
|
%
|
|
16.0
|
%
|
||||||||
Tier 1 capital
|
7.0
|
|
6.0
|
|
14.8
|
|
|
14.7
|
|
|
15.3
|
|
|
15.9
|
|
|
16.6
|
|
|
16.4
|
|
|
15.4
|
|
|
16.0
|
|
||||||||
Total capital
|
9.0
|
|
8.0
|
|
16.0
|
|
|
16.0
|
|
|
17.4
|
|
|
18.1
|
|
|
17.8
|
|
|
17.7
|
|
|
16.9
|
|
|
17.6
|
|
||||||||
Tier 1 leverage
|
4.0
|
|
4.0
|
|
6.5
|
|
|
6.5
|
|
|
6.9
|
|
|
6.9
|
|
|
7.1
|
|
|
7.1
|
|
|
6.7
|
|
|
6.7
|
|
|
|
|
|
TABLE 45: CAPITAL ROLL-FORWARD
|
||||||||||||
|
State Street
|
|||||||||||
(In millions)
|
Basel III Advanced Approaches December 31, 2016
|
Basel III Standardized Approach December 31, 2016
|
Basel III Advanced Approaches December 31, 2015
|
Basel III Standardized Approach December 31, 2015
|
||||||||
Common equity tier 1 capital:
|
|
|
|
|||||||||
Common equity tier 1 capital balance, beginning of period
|
$
|
12,433
|
|
$
|
12,433
|
|
$
|
13,327
|
|
$
|
13,327
|
|
Net income
|
2,143
|
|
2,143
|
|
1,980
|
|
1,980
|
|
||||
Changes in treasury stock, at cost
|
(1,225
|
)
|
(1,225
|
)
|
(1,299
|
)
|
(1,299
|
)
|
||||
Dividends declared
|
(732
|
)
|
(732
|
)
|
(666
|
)
|
(666
|
)
|
||||
Goodwill and other intangible assets, net of associated deferred tax liabilities
|
(421
|
)
|
(421
|
)
|
(58
|
)
|
(58
|
)
|
||||
Effect of certain items in accumulated other comprehensive income (loss)
|
(514
|
)
|
(514
|
)
|
(780
|
)
|
(780
|
)
|
||||
Other adjustments
|
(60
|
)
|
(60
|
)
|
(71
|
)
|
(71
|
)
|
||||
Changes in common equity tier 1 capital
|
(809
|
)
|
(809
|
)
|
(894
|
)
|
(894
|
)
|
||||
Common equity tier 1 capital balance, end of period
|
11,624
|
|
11,624
|
|
12,433
|
|
12,433
|
|
||||
Additional tier 1 capital:
|
|
|
|
|||||||||
Tier 1 capital balance, beginning of period
|
15,264
|
|
15,264
|
|
15,618
|
|
15,618
|
|
||||
Change in common equity tier 1 capital
|
(809
|
)
|
(809
|
)
|
(894
|
)
|
(894
|
)
|
||||
Net issuance of preferred stock
|
493
|
|
493
|
|
742
|
|
742
|
|
||||
Trust preferred capital securities phased out of tier 1 capital
|
(237
|
)
|
(237
|
)
|
(238
|
)
|
(238
|
)
|
||||
Other adjustments
|
6
|
|
6
|
|
36
|
|
36
|
|
||||
Changes in tier 1 capital
|
(547
|
)
|
(547
|
)
|
(354
|
)
|
(354
|
)
|
||||
Tier 1 capital balance, end of period
|
14,717
|
|
14,717
|
|
15,264
|
|
15,264
|
|
||||
Tier 2 capital:
|
|
|
|
|
||||||||
Tier 2 capital balance, beginning of period
|
2,085
|
|
2,139
|
|
2,097
|
|
2,097
|
|
||||
Net issuance and changes in long-term debt qualifying as tier 2
|
(186
|
)
|
(186
|
)
|
(260
|
)
|
(260
|
)
|
||||
Trust preferred capital securities phased into tier 2 capital
|
(713
|
)
|
(713
|
)
|
238
|
|
238
|
|
||||
Changes in ALLL and other
|
7
|
|
11
|
|
12
|
|
66
|
|
||||
Change in other adjustments
|
(1
|
)
|
(1
|
)
|
(2
|
)
|
(2
|
)
|
||||
Changes in tier 2 capital
|
(893
|
)
|
(889
|
)
|
(12
|
)
|
42
|
|
||||
Tier 2 capital balance, end of period
|
1,192
|
|
1,250
|
|
2,085
|
|
2,139
|
|
||||
Total capital:
|
|
|
|
|
||||||||
Total capital balance, beginning of period
|
17,349
|
|
17,403
|
|
17,715
|
|
17,715
|
|
||||
Changes in tier 1 capital
|
(547
|
)
|
(547
|
)
|
(354
|
)
|
(354
|
)
|
||||
Changes in tier 2 capital
|
(893
|
)
|
(889
|
)
|
(12
|
)
|
42
|
|
||||
Total capital balance, end of period
|
$
|
15,909
|
|
$
|
15,967
|
|
$
|
17,349
|
|
$
|
17,403
|
|
TABLE 46: ADVANCED APPROACHES RWA ROLL-FORWARD
|
||||||||
|
|
State Street
|
||||||
(In millions)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Total risk-weighted assets, beginning of period
|
|
$
|
99,552
|
|
|
$
|
107,827
|
|
Changes in credit risk-weighted assets:
|
|
|
|
|
||||
Net increase (decrease) in investment securities-wholesale
|
|
(1,027
|
)
|
|
597
|
|
||
Net increase (decrease) in loans and leases
|
|
575
|
|
|
(944
|
)
|
||
Net increase (decrease) in securitization exposures
|
|
(3,246
|
)
|
|
(9,569
|
)
|
||
Net increase (decrease) in repo-style transaction exposures
|
|
606
|
|
|
842
|
|
||
Net increase (decrease) in OTC derivatives exposures
|
|
1,812
|
|
|
(1,317
|
)
|
||
Net increase (decrease) in all other
(1)
|
|
447
|
|
|
(4,750
|
)
|
||
Net increase (decrease) in credit risk-weighted assets
|
|
(833
|
)
|
|
(15,141
|
)
|
||
Net increase (decrease) in credit valuation adjustment
|
|
512
|
|
|
(618
|
)
|
||
Net increase (decrease) in market risk-weighted assets
|
|
(627
|
)
|
|
(532
|
)
|
||
Net increase (decrease) in operational risk-weighted assets
|
|
697
|
|
|
8,016
|
|
||
Total risk-weighted assets, end of period
|
|
$
|
99,301
|
|
|
$
|
99,552
|
|
|
|
|
TABLE 47: STANDARDIZED APPROACH RWA ROLL-FORWARD
|
||||||||
|
State Street
|
|||||||
(In millions)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Total estimated risk-weighted assets, beginning of period
(1)
|
|
$
|
95,893
|
|
|
$
|
125,011
|
|
Changes in credit risk-weighted assets:
|
|
|
|
|
||||
Net increase (decrease) in investment securities- wholesale
|
|
(1,471
|
)
|
|
(2,579
|
)
|
||
Net increase (decrease) in loans and leases
|
|
998
|
|
|
(539
|
)
|
||
Net increase (decrease) in securitization exposures
|
|
(3,144
|
)
|
|
(9,569
|
)
|
||
Net increase (decrease) in repo-style transaction exposures
|
|
4,994
|
|
|
(7,535
|
)
|
||
Net increase (decrease) in OTC derivatives exposures
|
|
3,462
|
|
|
(4,007
|
)
|
||
Net increase (decrease) in all other
(2)
|
|
(229
|
)
|
|
(4,357
|
)
|
||
Net increase (decrease) in credit risk-weighted assets
|
|
4,610
|
|
|
(28,586
|
)
|
||
Net increase (decrease) in market risk-weighted assets
|
|
(627
|
)
|
|
(532
|
)
|
||
Total risk-weighted assets, end of period
|
|
$
|
99,876
|
|
|
$
|
95,893
|
|
|
|
|
TABLE 48: REGULATORY CAPITAL STRUCTURE AND RELATED REGULATORY CAPITAL RATIOS - STATE STREET
|
|||||||||||||||||||||||||||
December 31, 2016
(In millions) |
|
|
|
|
Basel III Advanced Approaches
|
|
Phase-In Provisions
|
|
Basel III Advanced Approaches Fully Phased-In Pro-Forma Estimate
|
|
Basel III Standardized Approach
|
|
Phase-In Provisions
|
|
Basel III Standardized Approach Fully Phased-In Pro-Forma Estimate
|
||||||||||||
Total common shareholders' equity
|
|
$
|
18,127
|
|
|
$
|
(104
|
)
|
|
$
|
18,023
|
|
|
$
|
18,127
|
|
|
$
|
(104
|
)
|
|
$
|
18,023
|
|
|||
Regulatory capital adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Goodwill and other intangible assets, net of associated deferred tax liabilities
|
|
(6,348
|
)
|
|
(561
|
)
|
|
(6,909
|
)
|
|
(6,348
|
)
|
|
(561
|
)
|
|
(6,909
|
)
|
|||||||||
Other adjustments
|
|
(155
|
)
|
|
(104
|
)
|
|
(259
|
)
|
|
(155
|
)
|
|
(104
|
)
|
|
(259
|
)
|
|||||||||
Common equity tier 1 capital
|
|
11,624
|
|
|
(769
|
)
|
|
10,855
|
|
|
11,624
|
|
|
(769
|
)
|
|
10,855
|
|
|||||||||
Additional tier 1 capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Preferred stock
|
|
|
|
|
3,196
|
|
|
—
|
|
|
3,196
|
|
|
3,196
|
|
|
—
|
|
|
3,196
|
|
||||||
Trust preferred capital securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other adjustments
|
|
|
|
|
(103
|
)
|
|
103
|
|
|
—
|
|
|
(103
|
)
|
|
103
|
|
|
—
|
|
||||||
Additional tier 1 capital
|
|
|
|
|
3,093
|
|
|
103
|
|
|
3,196
|
|
|
3,093
|
|
|
103
|
|
|
3,196
|
|
||||||
Tier 1 capital
|
|
|
|
|
14,717
|
|
|
(666
|
)
|
|
14,051
|
|
|
14,717
|
|
|
(666
|
)
|
|
14,051
|
|
||||||
Tier 2 capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Qualifying subordinated long-term debt
|
|
1,172
|
|
|
—
|
|
|
1,172
|
|
|
1,172
|
|
|
—
|
|
|
1,172
|
|
|||||||||
Trust preferred capital securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
ALLL and other
|
|
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|
77
|
|
|
—
|
|
|
77
|
|
||||||
Other
|
|
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
||||||
Tier 2 capital
|
|
|
|
|
1,192
|
|
|
(1
|
)
|
|
1,191
|
|
|
1,250
|
|
|
(1
|
)
|
|
1,249
|
|
||||||
Total capital
|
|
|
|
|
$
|
15,909
|
|
|
$
|
(667
|
)
|
|
$
|
15,242
|
|
|
$
|
15,967
|
|
|
$
|
(667
|
)
|
|
$
|
15,300
|
|
Risk weighted assets
|
|
|
|
|
$
|
99,301
|
|
|
$
|
33
|
|
|
$
|
99,334
|
|
|
$
|
99,876
|
|
|
$
|
31
|
|
|
$
|
99,907
|
|
Adjusted average assets
|
|
|
|
|
226,310
|
|
|
(474
|
)
|
|
225,836
|
|
|
226,310
|
|
|
(474
|
)
|
|
225,836
|
|
||||||
Total assets for SLR
|
|
|
|
|
251,033
|
|
|
(474
|
)
|
|
250,559
|
|
|
251,033
|
|
|
(474
|
)
|
|
250,559
|
|
||||||
Capital ratios
(1)
:
|
Minimum Requirement
|
Minimum Requirement Including Capital Conservation Buffer and G-SIB Surcharge 2016
|
Minimum Requirement Including Capital Conservation Buffer and G-SIB Surcharge 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common equity tier 1 capital
(2)
|
4.5%
|
5.5%
|
8.5%
|
|
11.7
|
%
|
|
|
|
10.9
|
%
|
|
11.6
|
%
|
|
|
|
10.9
|
%
|
||||||||
Tier 1 capital
|
6.0
|
7.0
|
10.0
|
|
14.8
|
|
|
|
|
14.1
|
|
|
14.7
|
|
|
|
|
14.1
|
|
||||||||
Total capital
|
8.0
|
9.0
|
12.0
|
|
16.0
|
|
|
|
|
15.3
|
|
|
16.0
|
|
|
|
|
15.3
|
|
||||||||
Tier 1 leverage
|
4.0
|
NA
|
NA
|
|
6.5
|
|
|
|
|
6.2
|
|
|
6.5
|
|
|
|
|
6.2
|
|
||||||||
Supplementary leverage
|
5.0
|
NA
|
NA
|
|
5.9
|
|
|
|
|
5.6
|
|
|
5.9
|
|
|
|
|
5.6
|
|
|
|
|
|
|
TABLE 49: REGULATORY CAPITAL STRUCTURE AND RELATED REGULATORY CAPITAL RATIOS - STATE STREET BANK
|
|||||||||||||||||||||||||||
December 31, 2016
(In millions) |
|
|
|
|
Basel III Advanced Approaches
|
|
Phase-In Provisions
|
|
Basel III Advanced Approaches Fully Phased-In Pro-Forma Estimate
|
|
Basel III Standardized Approach
|
|
Phase-In Provisions
|
|
Basel III Standardized Approach Fully Phased-In Pro-Forma Estimate
|
||||||||||||
Total common shareholders' equity
|
|
$
|
22,013
|
|
|
$
|
(96
|
)
|
|
$
|
21,917
|
|
|
$
|
22,013
|
|
|
$
|
(96
|
)
|
|
$
|
21,917
|
|
|||
Regulatory capital adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Goodwill and other intangible assets, net of associated deferred tax liabilities
|
|
(6,060
|
)
|
|
(540
|
)
|
|
(6,600
|
)
|
|
(6,060
|
)
|
|
(540
|
)
|
|
(6,600
|
)
|
|||||||||
Other adjustments
|
|
(148
|
)
|
|
—
|
|
|
(148
|
)
|
|
(148
|
)
|
|
—
|
|
|
(148
|
)
|
|||||||||
Common equity tier 1 capital
|
|
15,805
|
|
|
(636
|
)
|
|
15,169
|
|
|
15,805
|
|
|
(636
|
)
|
|
15,169
|
|
|||||||||
Additional tier 1 capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Additional tier 1 capital
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Tier 1 capital
|
|
15,805
|
|
|
(636
|
)
|
|
15,169
|
|
|
15,805
|
|
|
(636
|
)
|
|
15,169
|
|
|||||||||
Tier 2 capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Qualifying subordinated long-term debt
|
|
1,179
|
|
|
—
|
|
|
1,179
|
|
|
1,179
|
|
|
—
|
|
|
1,179
|
|
|||||||||
ALLL and other
|
|
15
|
|
|
—
|
|
|
15
|
|
|
77
|
|
|
—
|
|
|
77
|
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Tier 2 capital
|
|
1,194
|
|
|
—
|
|
|
1,194
|
|
|
1,256
|
|
|
—
|
|
|
1,256
|
|
|||||||||
Total capital
|
|
$
|
16,999
|
|
|
$
|
(636
|
)
|
|
$
|
16,363
|
|
|
$
|
17,061
|
|
|
$
|
(636
|
)
|
|
$
|
16,425
|
|
|||
Risk weighted assets
|
|
$
|
95,248
|
|
|
$
|
(262
|
)
|
|
$
|
94,986
|
|
|
$
|
96,164
|
|
|
$
|
(249
|
)
|
|
$
|
95,915
|
|
|||
Adjusted average assets
|
|
222,584
|
|
|
(454
|
)
|
|
222,130
|
|
|
222,584
|
|
|
(454
|
)
|
|
222,130
|
|
|||||||||
Total assets for SLR
|
|
247,409
|
|
|
(454
|
)
|
|
246,955
|
|
|
247,409
|
|
|
(454
|
)
|
|
246,955
|
|
|||||||||
Capital ratios
(1)
:
|
Minimum Requirement
|
Minimum Requirement Including Capital Conservation Buffer and G-SIB Surcharge 2016
|
Minimum Requirement Including Capital Conservation Buffer and G-SIB Surcharge 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common equity tier 1 capital
(2)
|
4.5%
|
5.5%
|
8.5%
|
|
16.6
|
%
|
|
|
|
16.0
|
%
|
|
16.4
|
%
|
|
|
|
15.8
|
%
|
||||||||
Tier 1 capital
|
6.0
|
7.0
|
10.0
|
|
16.6
|
|
|
|
|
16.0
|
|
|
16.4
|
|
|
|
|
15.8
|
|
||||||||
Total capital
|
8.0
|
9.0
|
12.0
|
|
17.8
|
|
|
|
|
17.2
|
|
|
17.7
|
|
|
|
|
17.1
|
|
||||||||
Tier 1 leverage
|
4.0
|
NA
|
NA
|
|
7.1
|
|
|
|
|
6.8
|
|
|
7.1
|
|
|
|
|
6.8
|
|
||||||||
Supplementary leverage
|
6.0
|
NA
|
NA
|
|
6.4
|
|
|
|
|
6.1
|
|
|
6.4
|
|
|
|
|
6.1
|
|
|
|
|
|
|
TABLE 50: SUPPLEMENTARY LEVERAGE RATIO
|
||||||||||||
December 31, 2016
|
|
Transitional SLR
|
|
Phase-In Provisions
|
|
Fully Phased-in Pro Forma SLR Estimate
|
||||||
(Dollars in millions)
|
|
|
|
|||||||||
State Street:
|
|
|
|
|
|
|
||||||
Tier 1 capital
|
|
$
|
14,717
|
|
|
$
|
(666
|
)
|
|
$
|
14,051
|
|
|
|
|
|
|
|
|
||||||
On- and off-balance sheet leverage exposure
|
|
257,509
|
|
|
—
|
|
|
257,509
|
|
|||
Less: regulatory deductions
|
|
(6,476
|
)
|
|
(474
|
)
|
|
(6,950
|
)
|
|||
Total assets for SLR
|
|
$
|
251,033
|
|
|
$
|
(474
|
)
|
|
$
|
250,559
|
|
Supplementary leverage ratio
|
|
5.9
|
%
|
|
(0.3
|
)%
|
|
5.6
|
%
|
|||
|
|
|
|
|
|
|
||||||
State Street Bank:
|
|
|
|
|
|
|
||||||
Tier 1 capital
|
|
$
|
15,805
|
|
|
$
|
(636
|
)
|
|
$
|
15,169
|
|
|
|
|
|
|
|
|
||||||
On- and off-balance sheet leverage exposure
|
|
253,487
|
|
|
—
|
|
|
253,487
|
|
|||
Less: regulatory deductions
|
|
(6,078
|
)
|
|
(454
|
)
|
|
(6,532
|
)
|
|||
Total assets for SLR
|
|
$
|
247,409
|
|
|
$
|
(454
|
)
|
|
$
|
246,955
|
|
Supplementary leverage ratio
|
|
6.4
|
%
|
|
(0.3
|
)%
|
|
6.1
|
%
|
TABLE 51: PREFERRED STOCK ISSUED AND OUTSTANDING
|
||||||||||||||||||||
|
Issuance Date
|
|
Depositary Shares Issued
|
|
Ownership Interest per Depositary Share
|
|
Liquidation Preference Per Share
|
|
Liquidation Preference Per Depositary Share
|
|
Net Proceeds of Offering (In millions)
|
|
Redemption Date
(1)
|
|||||||
Preferred Stock
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Series C
|
August 2012
|
|
20,000,000
|
|
|
1/4,000th
|
|
$
|
100,000
|
|
|
$
|
25
|
|
|
$
|
488
|
|
|
September 15, 2017
|
Series D
|
February 2014
|
|
30,000,000
|
|
|
1/4,000th
|
|
100,000
|
|
|
25
|
|
|
742
|
|
|
March 15, 2024
|
|||
Series E
|
November 2014
|
|
30,000,000
|
|
|
1/4,000th
|
|
100,000
|
|
|
25
|
|
|
728
|
|
|
December 15, 2019
|
|||
Series F
|
May 2015
|
|
750,000
|
|
|
1/100th
|
|
100,000
|
|
|
1,000
|
|
|
742
|
|
|
September 15, 2020
|
|||
Series G
|
April 2016
|
|
20,000,000
|
|
|
1/4,000th
|
|
100,000
|
|
|
25
|
|
|
493
|
|
|
March 15, 2026
|
|
|
|
|
TABLE 52: PREFERRED STOCK DIVIDENDS
|
|||||||||||||||||||||||
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||
|
Dividends Declared per Share
|
|
Dividends Declared per Depositary Share
|
|
Total
(In millions)
|
|
Dividends Declared per Share
|
|
Dividends Declared per Depositary Share
|
|
Total
(In millions)
|
||||||||||||
Preferred Stock:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Series C
|
$
|
5,250
|
|
|
$
|
1.32
|
|
|
$
|
26
|
|
|
$
|
5,250
|
|
|
$
|
1.32
|
|
|
$
|
26
|
|
Series D
|
5,900
|
|
|
1.48
|
|
|
44
|
|
|
5,900
|
|
|
1.48
|
|
|
44
|
|
||||||
Series E
|
6,000
|
|
|
1.52
|
|
|
45
|
|
|
6,333
|
|
|
1.60
|
|
|
48
|
|
||||||
Series F
|
5,250
|
|
|
52.50
|
|
|
40
|
|
|
1,663
|
|
|
16.63
|
|
|
12
|
|
||||||
Series G
|
3,626
|
|
|
0.90
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
|
|
|
$
|
173
|
|
|
|
|
|
|
$
|
130
|
|
TABLE 53: SHARES REPURCHASED
|
||||||||||
|
Shares Purchased
(In millions) |
|
Average Cost per Share
|
|
Total Purchased
(In millions) |
|||||
2016 Program
|
9.0
|
|
|
$
|
72.66
|
|
|
$
|
650
|
|
2015 Program
|
12.1
|
|
|
58.83
|
|
|
715
|
|
||
Total
|
21.1
|
|
|
$
|
64.70
|
|
|
$
|
1,365
|
|
TABLE 54: COMMON STOCK DIVIDENDS
|
|||||||||||||||
|
Years Ended December 31,
|
||||||||||||||
|
Dividends Declared per Share
|
|
Total
(In millions)
|
|
Dividends Declared per Share
|
|
Total
(In millions)
|
||||||||
|
2016
|
|
2015
|
||||||||||||
Common Stock
|
$
|
1.44
|
|
|
$
|
559
|
|
|
$
|
1.32
|
|
|
$
|
536
|
|
|
|
Years Ended December 31,
|
||||||||||
(Dollars in millions, except per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Fee revenue:
|
|
|
|
|
|
|
||||||
Servicing fees
|
|
$
|
5,073
|
|
|
$
|
5,153
|
|
|
$
|
5,108
|
|
Management fees
|
|
1,292
|
|
|
1,174
|
|
|
1,207
|
|
|||
Trading services
|
|
1,099
|
|
|
1,146
|
|
|
1,084
|
|
|||
Securities finance
|
|
562
|
|
|
496
|
|
|
437
|
|
|||
Processing fees and other
|
|
90
|
|
|
309
|
|
|
174
|
|
|||
Total fee revenue
|
|
8,116
|
|
|
8,278
|
|
|
8,010
|
|
|||
Net interest revenue:
|
|
|
|
|
|
|
||||||
Interest revenue
|
|
2,512
|
|
|
2,488
|
|
|
2,652
|
|
|||
Interest expense
|
|
428
|
|
|
400
|
|
|
392
|
|
|||
Net interest revenue
|
|
2,084
|
|
|
2,088
|
|
|
2,260
|
|
|||
Gains (losses) related to investment securities, net:
|
|
|
|
|
|
|
||||||
Gains (losses) from sales of available-for-sale securities, net
|
|
10
|
|
|
(5
|
)
|
|
15
|
|
|||
Losses from other-than-temporary impairment
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Losses reclassified (from) to other comprehensive income
|
|
(1
|
)
|
|
—
|
|
|
(10
|
)
|
|||
Gains (losses) related to investment securities, net
|
|
7
|
|
|
(6
|
)
|
|
4
|
|
|||
Total revenue
|
|
10,207
|
|
|
10,360
|
|
|
10,274
|
|
|||
Provision for loan losses
|
|
10
|
|
|
12
|
|
|
10
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Compensation and employee benefits
|
|
4,353
|
|
|
4,061
|
|
|
4,060
|
|
|||
Information systems and communications
|
|
1,105
|
|
|
1,022
|
|
|
976
|
|
|||
Transaction processing services
|
|
800
|
|
|
793
|
|
|
784
|
|
|||
Occupancy
|
|
440
|
|
|
444
|
|
|
461
|
|
|||
Acquisition and restructuring costs
|
|
209
|
|
|
25
|
|
|
133
|
|
|||
Professional services
|
|
379
|
|
|
490
|
|
|
440
|
|
|||
Amortization of other intangible assets
|
|
207
|
|
|
197
|
|
|
222
|
|
|||
Other
|
|
584
|
|
|
1,018
|
|
|
751
|
|
|||
Total expenses
|
|
8,077
|
|
|
8,050
|
|
|
7,827
|
|
|||
Income before income tax expense
|
|
2,120
|
|
|
2,298
|
|
|
2,437
|
|
|||
Income tax expense (benefit)
|
|
(22
|
)
|
|
318
|
|
|
415
|
|
|||
Net income from non-controlling interest
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
|
$
|
2,143
|
|
|
$
|
1,980
|
|
|
$
|
2,022
|
|
Net income available to common shareholders
|
|
$
|
1,968
|
|
|
$
|
1,848
|
|
|
$
|
1,958
|
|
Earnings per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
5.03
|
|
|
$
|
4.53
|
|
|
$
|
4.62
|
|
Diluted
|
|
4.97
|
|
|
4.47
|
|
|
4.53
|
|
|||
Average common shares outstanding (in thousands):
|
|
|
|
|
|
|
||||||
Basic
|
|
391,485
|
|
|
407,856
|
|
|
424,223
|
|
|||
Diluted
|
|
396,090
|
|
|
413,638
|
|
|
432,007
|
|
|||
Cash dividends declared per common share
|
|
$
|
1.44
|
|
|
$
|
1.32
|
|
|
$
|
1.16
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
2,143
|
|
|
$
|
1,980
|
|
|
$
|
2,022
|
|
Other comprehensive income (loss), net of related taxes:
|
|
|
|
|
|
||||||
Foreign currency translation, net of related taxes of ($11), ($101) and ($94), respectively
|
(372
|
)
|
|
(735
|
)
|
|
(889
|
)
|
|||
Net unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment and net of related taxes of ($119), ($195) and $269, respectively
|
(181
|
)
|
|
(331
|
)
|
|
437
|
|
|||
Net unrealized gains (losses) on available-for-sale securities designated in fair value hedges, net of related taxes of $16, $5 and ($15), respectively
|
23
|
|
|
12
|
|
|
(24
|
)
|
|||
Other-than-temporary impairment on held-to-maturity securities related to factors other than credit, net of related taxes of $5, $8 and $12, respectively
|
7
|
|
|
13
|
|
|
18
|
|
|||
Net unrealized gains (losses) on cash flow hedges, net of related taxes of ($42), $24 and $74, respectively
|
(64
|
)
|
|
17
|
|
|
115
|
|
|||
Net unrealized gains (losses) on retirement plans, net of related taxes of $1, $51 and ($50), respectively
|
(11
|
)
|
|
89
|
|
|
(69
|
)
|
|||
Other comprehensive income (loss)
|
(598
|
)
|
|
(935
|
)
|
|
(412
|
)
|
|||
Total comprehensive income
|
$
|
1,545
|
|
|
$
|
1,045
|
|
|
$
|
1,610
|
|
|
December 31,
|
||||||
(Dollars in millions, except per share amounts)
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
||||
Cash and due from banks
|
$
|
1,314
|
|
|
$
|
1,207
|
|
Interest-bearing deposits with banks
|
70,935
|
|
|
75,338
|
|
||
Securities purchased under resale agreements
|
1,956
|
|
|
3,404
|
|
||
Trading account assets
|
1,024
|
|
|
849
|
|
||
Investment securities available-for-sale
|
61,998
|
|
|
70,070
|
|
||
Investment securities held-to-maturity (fair value of $34,994 and $29,798)
|
35,169
|
|
|
29,952
|
|
||
Loans and leases (less allowance for losses of $53 and $46)
|
19,704
|
|
|
18,753
|
|
||
Premises and equipment (net of accumulated depreciation of $3,333 and $4,820)
|
2,062
|
|
|
1,894
|
|
||
Accrued interest and fees receivable
|
2,644
|
|
|
2,346
|
|
||
Goodwill
|
5,814
|
|
|
5,671
|
|
||
Other intangible assets
|
1,750
|
|
|
1,768
|
|
||
Other assets
|
38,328
|
|
|
33,903
|
|
||
Total assets
|
$
|
242,698
|
|
|
$
|
245,155
|
|
Liabilities:
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing
|
$
|
59,397
|
|
|
$
|
65,800
|
|
Interest-bearing—U.S.
|
30,911
|
|
|
29,958
|
|
||
Interest-bearing—non-U.S.
|
96,855
|
|
|
95,869
|
|
||
Total deposits
|
187,163
|
|
|
191,627
|
|
||
Securities sold under repurchase agreements
|
4,400
|
|
|
4,499
|
|
||
Other short-term borrowings
|
1,585
|
|
|
1,754
|
|
||
Accrued expenses and other liabilities
|
16,901
|
|
|
14,643
|
|
||
Long-term debt
|
11,430
|
|
|
11,497
|
|
||
Total liabilities
|
221,479
|
|
|
224,020
|
|
||
Commitments, guarantees and contingencies (Notes 12 and 13)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, no par, 3,500,000 shares authorized:
|
|
|
|
||||
Series C, 5,000 shares issued and outstanding
|
491
|
|
|
491
|
|
||
Series D, 7,500 shares issued and outstanding
|
742
|
|
|
742
|
|
||
Series E, 7,500 shares issued and outstanding
|
728
|
|
|
728
|
|
||
Series F, 7,500 shares issued and outstanding
|
742
|
|
|
742
|
|
||
Series G, 5,000 shares issued and outstanding
|
493
|
|
|
—
|
|
||
Common stock, $1 par, 750,000,000 shares authorized:
|
|
|
|
||||
503,879,642 and 503,879,642 shares issued
|
504
|
|
|
504
|
|
||
Surplus
|
9,782
|
|
|
9,746
|
|
||
Retained earnings
|
17,459
|
|
|
16,049
|
|
||
Accumulated other comprehensive income (loss)
|
(2,040
|
)
|
|
(1,442
|
)
|
||
Treasury stock, at cost (121,940,502 and 104,227,647 shares)
|
(7,682
|
)
|
|
(6,457
|
)
|
||
Total shareholders’ equity
|
21,219
|
|
|
21,103
|
|
||
Non-controlling interest-equity
|
—
|
|
|
32
|
|
||
Total shareholders' equity
|
21,219
|
|
|
21,135
|
|
||
Total liabilities and shareholders' equity
|
$
|
242,698
|
|
|
$
|
245,155
|
|
(Dollars in millions, except per share amounts, shares in thousands)
|
PREFERRED
STOCK
|
|
COMMON STOCK
|
|
Surplus
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
TREASURY STOCK
|
|
Total
|
||||||||||||||||||||
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||
Balance as of December 31, 2013
|
$
|
491
|
|
|
503,883
|
|
|
$
|
504
|
|
|
$
|
9,776
|
|
|
$
|
13,265
|
|
|
$
|
(95
|
)
|
|
69,754
|
|
|
$
|
(3,693
|
)
|
|
$
|
20,248
|
|
Net income
|
|
|
|
|
|
|
|
|
2,022
|
|
|
|
|
|
|
|
|
2,022
|
|
||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(412
|
)
|
|
|
|
|
|
(412
|
)
|
||||||||||||||
Preferred stock issued
|
1,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,470
|
|
||||||||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Common stock - $1.16 per share
|
|
|
|
|
|
|
|
|
(490
|
)
|
|
|
|
|
|
|
|
(490
|
)
|
||||||||||||||
Preferred stock
|
|
|
|
|
|
|
|
|
(61
|
)
|
|
|
|
|
|
|
|
(61
|
)
|
||||||||||||||
Common stock acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
23,749
|
|
|
(1,650
|
)
|
|
(1,650
|
)
|
|||||||||||||
Common stock awards and options exercised, including income tax benefit of $72
|
|
|
(3
|
)
|
|
|
|
17
|
|
|
|
|
|
|
(4,805
|
)
|
|
185
|
|
|
202
|
|
|||||||||||
Other
|
|
|
|
|
|
|
(2
|
)
|
|
1
|
|
|
|
|
(13
|
)
|
|
|
|
(1
|
)
|
||||||||||||
Balance as of December 31, 2014
|
$
|
1,961
|
|
|
503,880
|
|
|
$
|
504
|
|
|
$
|
9,791
|
|
|
$
|
14,737
|
|
|
$
|
(507
|
)
|
|
88,685
|
|
|
$
|
(5,158
|
)
|
|
$
|
21,328
|
|
Net income
|
|
|
|
|
|
|
|
|
1,980
|
|
|
|
|
|
|
|
|
1,980
|
|
||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
(935
|
)
|
|
|
|
|
|
(935
|
)
|
||||||||||||||
Preferred stock issued
|
742
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
742
|
|
||||||||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Common stock - $1.32 per share
|
|
|
|
|
|
|
|
|
(536
|
)
|
|
|
|
|
|
|
|
(536
|
)
|
||||||||||||||
Preferred stock
|
|
|
|
|
|
|
|
|
(130
|
)
|
|
|
|
|
|
|
|
(130
|
)
|
||||||||||||||
Common stock acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
20,521
|
|
|
(1,520
|
)
|
|
(1,520
|
)
|
|||||||||||||
Common stock awards and options exercised, including income tax benefit of $70
|
|
|
|
|
|
|
(41
|
)
|
|
|
|
|
|
(4,976
|
)
|
|
221
|
|
|
180
|
|
||||||||||||
Other
|
|
|
|
|
|
|
(4
|
)
|
|
(2
|
)
|
|
|
|
(2
|
)
|
|
|
|
(6
|
)
|
||||||||||||
Balance as of December 31, 2015
|
$
|
2,703
|
|
|
503,880
|
|
|
$
|
504
|
|
|
$
|
9,746
|
|
|
$
|
16,049
|
|
|
$
|
(1,442
|
)
|
|
104,228
|
|
|
$
|
(6,457
|
)
|
|
$
|
21,103
|
|
Net income
|
|
|
|
|
|
|
|
|
2,143
|
|
|
|
|
|
|
|
|
2,143
|
|
||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(598
|
)
|
|
|
|
|
|
(598
|
)
|
||||||||||||||
Preferred stock issued
|
493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
493
|
|
||||||||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stock - $1.44 per share
|
|
|
|
|
|
|
|
|
(559
|
)
|
|
|
|
|
|
|
|
(559
|
)
|
||||||||||||||
Preferred stock
|
|
|
|
|
|
|
|
|
(173
|
)
|
|
|
|
|
|
|
|
(173
|
)
|
||||||||||||||
Common stock acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
21,098
|
|
|
(1,365
|
)
|
|
(1,365
|
)
|
|||||||||||||
Common stock awards and options exercised, including income tax benefit of $13
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
(3,369
|
)
|
|
139
|
|
|
175
|
|
||||||||||||
Other
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
(16
|
)
|
|
1
|
|
|
—
|
|
||||||||||||
Balance as of December 31, 2016
|
$
|
3,196
|
|
|
503,880
|
|
|
$
|
504
|
|
|
$
|
9,782
|
|
|
$
|
17,459
|
|
|
$
|
(2,040
|
)
|
|
121,941
|
|
|
$
|
(7,682
|
)
|
|
$
|
21,219
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
2,143
|
|
|
$
|
1,980
|
|
|
$
|
2,022
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Deferred income tax (benefit) expense
|
(358
|
)
|
|
(168
|
)
|
|
60
|
|
|||
Amortization of other intangible assets
|
207
|
|
|
197
|
|
|
222
|
|
|||
Other non-cash adjustments for depreciation, amortization and accretion, net
|
722
|
|
|
604
|
|
|
477
|
|
|||
(Gains) losses related to investment securities, net
|
(7
|
)
|
|
6
|
|
|
(4
|
)
|
|||
Change in trading account assets, net
|
(175
|
)
|
|
75
|
|
|
(81
|
)
|
|||
Change in accrued interest and fees receivable, net
|
(298
|
)
|
|
(104
|
)
|
|
(119
|
)
|
|||
Change in collateral deposits, net
|
(18
|
)
|
|
(6,662
|
)
|
|
(4,362
|
)
|
|||
Change in unrealized (gains) losses on foreign exchange derivatives, net
|
(1,057
|
)
|
|
982
|
|
|
(2,042
|
)
|
|||
Change in other assets, net
|
1,772
|
|
|
1,156
|
|
|
3,612
|
|
|||
Change in accrued expenses and other liabilities, net
|
(1,147
|
)
|
|
(48
|
)
|
|
(635
|
)
|
|||
Other, net
|
506
|
|
|
579
|
|
|
289
|
|
|||
Net cash provided by (used in) operating activities
|
2,290
|
|
|
(1,403
|
)
|
|
(561
|
)
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Net (increase) decrease in interest-bearing deposits with banks
|
4,403
|
|
|
18,185
|
|
|
(29,266
|
)
|
|||
Net (increase) decrease in securities purchased under resale agreements
|
1,448
|
|
|
(1,014
|
)
|
|
3,840
|
|
|||
Proceeds from sales of available-for-sale securities
|
1,401
|
|
|
12,309
|
|
|
9,766
|
|
|||
Proceeds from maturities of available-for-sale securities
|
30,070
|
|
|
28,025
|
|
|
36,120
|
|
|||
Purchases of available-for-sale securities
|
(30,162
|
)
|
|
(25,397
|
)
|
|
(43,146
|
)
|
|||
Proceeds from maturities of held-to-maturity securities
|
7,942
|
|
|
3,842
|
|
|
3,217
|
|
|||
Purchases of held-to-maturity securities
|
(8,425
|
)
|
|
(9,398
|
)
|
|
(3,778
|
)
|
|||
Net increase in loans and leases
|
(924
|
)
|
|
(561
|
)
|
|
(4,785
|
)
|
|||
Business acquisitions
|
(437
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of equity investments and other long-term assets
|
(643
|
)
|
|
(366
|
)
|
|
(182
|
)
|
|||
Purchases of premises and equipment, net
|
(613
|
)
|
|
(703
|
)
|
|
(427
|
)
|
|||
Other, net
|
170
|
|
|
73
|
|
|
149
|
|
|||
Net cash provided by (used in) investing activities
|
4,230
|
|
|
24,995
|
|
|
(28,492
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Net increase (decrease) in time deposits
|
8,488
|
|
|
(9,878
|
)
|
|
54,404
|
|
|||
Net decrease in all other deposits
|
(12,952
|
)
|
|
(7,535
|
)
|
|
(27,632
|
)
|
|||
Net increase (decrease) in other short-term borrowings
|
(268
|
)
|
|
(7,074
|
)
|
|
1,575
|
|
|||
Proceeds from issuance of long-term debt, net of issuance costs
|
1,492
|
|
|
2,983
|
|
|
994
|
|
|||
Payments for long-term debt and obligations under capital leases
|
(1,441
|
)
|
|
(1,155
|
)
|
|
(788
|
)
|
|||
Proceeds from issuance of preferred stock, net
|
493
|
|
|
742
|
|
|
1,470
|
|
|||
Proceeds from exercises of common stock options
|
—
|
|
|
4
|
|
|
14
|
|
|||
Purchases of common stock
|
(1,365
|
)
|
|
(1,520
|
)
|
|
(1,650
|
)
|
|||
Excess tax benefit related to stock-based compensation
|
13
|
|
|
70
|
|
|
72
|
|
|||
Repurchases of common stock for employee tax withholding
|
(122
|
)
|
|
(222
|
)
|
|
(232
|
)
|
|||
Payments for cash dividends
|
(723
|
)
|
|
(655
|
)
|
|
(539
|
)
|
|||
Other, net
|
(28
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(6,413
|
)
|
|
(24,240
|
)
|
|
27,688
|
|
|||
Net increase (decrease)
|
107
|
|
|
(648
|
)
|
|
(1,365
|
)
|
|||
Cash and due from banks at beginning of period
|
1,207
|
|
|
1,855
|
|
|
3,220
|
|
|||
Cash and due from banks at end of period
|
$
|
1,314
|
|
|
$
|
1,207
|
|
|
$
|
1,855
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
441
|
|
|
$
|
385
|
|
|
$
|
398
|
|
Income taxes paid, net
|
371
|
|
|
211
|
|
|
358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 16. Regulatory
Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
2
|
|
Page
|
||
Note
|
3
|
|
Page
|
||
Note
|
4
|
|
Page
|
||
Note
|
5
|
|
Page
|
||
Note
|
10
|
|
Page
|
||
Note
|
11
|
|
Page
|
||
Note
|
13
|
|
Page
|
||
Note
|
14
|
|
Page
|
||
Note
|
16
|
|
Page
|
||
Note
|
18
|
|
Page
|
||
Note
|
22
|
|
Page
|
||
Note
|
23
|
|
Page
|
Relevant standards that were recently issued but not yet adopted
|
|||
Standard
|
Description
|
Date of Adoption
|
Effects on the financial statements or other significant matters
|
ASU 2014-09, Revenue from Contracts with Customers (Topic 606)
|
The standard, and its related amendments, will replace existing revenue recognition standards and expand the disclosure requirements for revenue arrangements with customers. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.
The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method).
|
January 1, 2018
|
We are currently assessing the full impact of the revenue recognition standard and its amendments on our consolidated financial statements and evaluating the alternative methods of adoption.
The standard does not apply to revenue associated with financial instruments, including loans and securities, or revenue recognized under other U.S. GAAP standards. Therefore net interest revenue, securities gains/ losses, revenue related to derivative instruments are not impacted by the standard. Our implementation efforts include the scoping of material revenue streams into cohorts, analysis of underlying contracts for each cohort, business unit workshops to further assess specific contracts and products, and the development of updated disclosures. Based on our efforts to date, we expect both the timing and amount of our material revenue streams, including servicing fees, management fees, trading services, and securities finance to remain substantially unchanged as these revenues likely will continue to be recognized over time. Specifically, under the new standard we expect to recognize revenue related to these activities ratably over the term of the related agreements with customers as the customer simultaneously benefits from the services as they are performed. Due to the complexity of certain of our agreements, the actual revenue recognition treatment required under the standard will be dependent on contract-specific terms, and certain aspects may vary in some instances from recognition ratably over the contract term. While we have not yet identified any material changes, we continue to monitor industry progress and focus our assessment on areas such as any additional costs that may require capitalization under the new standard as well as assessing the impact of changes to principal and agent guidance. The new standard modified some of the principal and agent considerations which may result in changes to gross or net treatment of revenue and expenses but would not affect final net income.
Although we currently expect no material changes to the timing or amount of revenue, we are still assessing the operational and disclosure impacts of each transition method.
|
ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
|
The standard makes limited amendments to the guidance on the classification and measurement of financial instruments. Under the new standard, all equity securities will be measured at fair value through earnings with certain exceptions, including investments accounted for under the equity method of accounting. In addition, the FASB clarified the guidance related to valuation allowance assessments when recognizing deferred tax assets on unrealized losses on available-for-sale debt securities. This standard must be applied on a retrospective basis.
|
January 1, 2018
|
We are currently assessing the impact of the standard on our consolidated financial statements. Based on our initial assessments, we do not currently anticipate this standard to have a material impact on our consolidated financial statements due to the limited number of investments on our consolidated statement of condition that are within scope of the standard.
|
ASU 2016-02, Leases (Topic 842)
|
The standard represents a wholesale change to lease accounting and requires all leases, other than short-term leases, to be reported on balance sheet through recognition of a right-of-use asset and a corresponding liability for future lease obligations. The standard also requires extensive disclosures for assets, expenses, and cash flows associated with leases, as well as a maturity analysis of lease liabilities.
|
January 1, 2019
|
We are currently assessing the impact of the standard on our consolidated financial statements, but we anticipate an increase in assets and liabilities due to the recognition of the required right-of-use asset and corresponding liability for all lease obligations that are currently classified as operating leases, primarily real estate leases for office space, as well as additional disclosure on all our lease obligations.
|
ASU 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (a consensus of the Emerging Issues Task Force)
|
The standard clarifies that the novation of a derivative contract that is part of a hedge accounting relationship does not automatically require a dedesignation of that hedge relationship. This may be applied on a prospective or modified retrospective basis.
|
January 1, 2017
|
State Street will apply this standard prospectively as applicable, but we do not anticipate a material impact on our consolidated financial statements.
|
|
|
|
|
Relevant standards that were recently issued but not yet adopted (continued)
|
|||
Standard
|
Description
|
Date of Adoption
|
Effects on the financial statements or other significant matters
|
ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
|
The standard simplifies the guidance related to stock compensation, including the accounting for income taxes by eliminating the windfall pool and requiring recognition of all excess tax benefits and deficiencies within the statement of income, as well as changes in the accounting for forfeitures, classification in the statement of cash flows and tax withholding requirements.
|
January 1, 2017
|
We anticipate increased income statement volatility due to the recognition of all excess tax benefits and deficiencies within the consolidated statement of income. Income statement volatility will be driven by the number of shares vesting in any given period, and the change in share price between grant date and vesting. Directionally, increasing share prices from grant date to vesting date will result in lower income tax expense and higher net income.
Upon adoption of the standard on January 1, 2017, excess tax benefits accumulated in surplus of approximately $352 million will be reversed through retained earnings.
|
ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
|
The standard requires immediate recognition of expected credit losses for financial assets carried at amortized cost, including trade and other receivables, loans and commitments, held-to-maturity debt securities, and other financial assets, held at the reporting date to be measured based on historical experience, current conditions, and reasonable supportable forecasts. Credit losses on available for sale securities will be recorded as an allowance versus a write-down of the amortized cost basis of the security and will allow for a reversal of impairment loss when the credit of the issuer improves.
|
January 1, 2020
|
We are currently assessing the impact of the standard on our consolidated financial statements, but we anticipate a significant implementation effort to ensure that expected credit losses are calculated in accordance with the standard. We have established a steering committee to provide cross-functional governance over the project plan and key decisions, and are currently developing key accounting policies, evaluating existing credit loss models and processes and identifying a complete set of data requirements and sources. Based on our analysis to date, we expect a significant effort to develop new or modified credit loss models and that the timing of the recognition of credit losses will accelerate under the new standard.
|
ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)
|
The standard amends the statement of cash flow guidance to address specific cash flow issues with the objective of reducing the existing diversity in practice.
|
January 1, 2018
|
We are currently assessing the impact of the standard on our consolidated financial statements, however based on our current presentation we do not anticipate a significant change to our financial statement presentation of the statement of cash flows.
|
•
|
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 certain foreign exchange contracts, primarily options, is measured using an option-pricing model. Because of a limited number of observable transactions, certain model inputs are not observable, such as implied volatility surface, but are derived from observable market information.
|
|
Fair-Value Measurements on a Recurring Basis
|
||||||||||||||||||
|
as of December 31, 2016
|
||||||||||||||||||
(In millions)
|
Quoted Market
Prices in Active
Markets
(Level 1)
|
|
Pricing Methods
with Significant
Observable
Market Inputs
(Level 2)
|
|
Pricing Methods
with Significant
Unobservable
Market Inputs
(Level 3)
|
|
Impact of Netting
(1)
|
|
Total Net
Carrying Value
in Consolidated
Statement of
Condition
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading account assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government securities
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
30
|
|
||
Non-U.S. government securities
|
495
|
|
|
174
|
|
|
—
|
|
|
|
|
669
|
|
||||||
Other
|
—
|
|
|
325
|
|
|
—
|
|
|
|
|
325
|
|
||||||
Total trading account assets
|
525
|
|
|
499
|
|
|
—
|
|
|
|
|
1,024
|
|
||||||
AFS Investment securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct obligations
|
3,824
|
|
|
439
|
|
|
—
|
|
|
|
|
4,263
|
|
||||||
Mortgage-backed securities
|
—
|
|
|
13,257
|
|
|
—
|
|
|
|
|
13,257
|
|
||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Student loans
|
—
|
|
|
5,499
|
|
|
97
|
|
|
|
|
5,596
|
|
||||||
Credit cards
|
—
|
|
|
1,351
|
|
|
—
|
|
|
|
|
1,351
|
|
||||||
Sub-prime
|
—
|
|
|
272
|
|
|
—
|
|
|
|
|
272
|
|
||||||
Other
(2)
|
—
|
|
|
—
|
|
|
905
|
|
|
|
|
905
|
|
||||||
Total asset-backed securities
|
—
|
|
|
7,122
|
|
|
1,002
|
|
|
|
|
8,124
|
|
||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage-backed securities
|
—
|
|
|
6,535
|
|
|
—
|
|
|
|
|
6,535
|
|
||||||
Asset-backed securities
|
—
|
|
|
2,484
|
|
|
32
|
|
|
|
|
2,516
|
|
||||||
Government securities
|
—
|
|
|
5,836
|
|
|
—
|
|
|
|
|
5,836
|
|
||||||
Other
(3)
|
—
|
|
|
5,365
|
|
|
248
|
|
|
|
|
5,613
|
|
||||||
Total non-U.S. debt securities
|
—
|
|
|
20,220
|
|
|
280
|
|
|
|
|
20,500
|
|
||||||
State and political subdivisions
|
—
|
|
|
10,283
|
|
|
39
|
|
|
|
|
10,322
|
|
||||||
Collateralized mortgage obligations
|
—
|
|
|
2,577
|
|
|
16
|
|
|
|
|
2,593
|
|
||||||
Other U.S. debt securities
|
—
|
|
|
2,469
|
|
|
—
|
|
|
|
|
2,469
|
|
||||||
U.S. equity securities
|
—
|
|
|
42
|
|
|
—
|
|
|
|
|
42
|
|
||||||
Non-U.S. equity securities
|
—
|
|
|
3
|
|
|
—
|
|
|
|
|
3
|
|
||||||
U.S. money-market mutual funds
|
—
|
|
|
409
|
|
|
—
|
|
|
|
|
409
|
|
||||||
Non-U.S. money-market mutual funds
|
—
|
|
|
16
|
|
|
—
|
|
|
|
|
16
|
|
||||||
Total investment securities available-for-sale
|
3,824
|
|
|
56,837
|
|
|
1,337
|
|
|
|
|
61,998
|
|
||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange contracts
|
—
|
|
|
16,476
|
|
|
8
|
|
|
$
|
(9,163
|
)
|
|
7,321
|
|
||||
Interest-rate contracts
|
—
|
|
|
68
|
|
|
—
|
|
|
(68
|
)
|
|
—
|
|
|||||
Total derivative instruments
|
—
|
|
|
16,544
|
|
|
8
|
|
|
(9,231
|
)
|
|
7,321
|
|
|||||
Total assets carried at fair value
|
$
|
4,349
|
|
|
$
|
73,880
|
|
|
$
|
1,345
|
|
|
$
|
(9,231
|
)
|
|
$
|
70,343
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued expenses and other liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
15,948
|
|
|
$
|
8
|
|
|
$
|
(10,456
|
)
|
|
$
|
5,500
|
|
Interest-rate contracts
|
—
|
|
|
348
|
|
|
—
|
|
|
(226
|
)
|
|
122
|
|
|||||
Other derivative contracts
|
—
|
|
|
380
|
|
|
—
|
|
|
—
|
|
|
380
|
|
|||||
Total derivative instruments
|
—
|
|
|
16,676
|
|
|
8
|
|
|
(10,682
|
)
|
|
6,002
|
|
|||||
Total liabilities carried at fair value
|
$
|
—
|
|
|
$
|
16,676
|
|
|
$
|
8
|
|
|
$
|
(10,682
|
)
|
|
$
|
6,002
|
|
|
|
|
|
|
Fair-Value Measurements on a Recurring Basis
|
||||||||||||||||||
|
as of December 31, 2015
|
||||||||||||||||||
(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
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
32
|
|
||
Non-U.S. government securities
|
479
|
|
|
—
|
|
|
—
|
|
|
|
|
479
|
|
||||||
Other
|
10
|
|
|
328
|
|
|
—
|
|
|
|
|
338
|
|
||||||
Total trading account assets
|
521
|
|
|
328
|
|
|
—
|
|
|
|
|
849
|
|
||||||
AFS Investment securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct obligations
|
5,206
|
|
|
512
|
|
|
—
|
|
|
|
|
5,718
|
|
||||||
Mortgage-backed securities
|
—
|
|
|
18,165
|
|
|
—
|
|
|
|
|
18,165
|
|
||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Student loans
|
—
|
|
|
6,987
|
|
|
189
|
|
|
|
|
7,176
|
|
||||||
Credit cards
|
—
|
|
|
1,341
|
|
|
—
|
|
|
|
|
1,341
|
|
||||||
Sub-prime
|
—
|
|
|
419
|
|
|
—
|
|
|
|
|
419
|
|
||||||
Other
(2)
|
—
|
|
|
—
|
|
|
1,764
|
|
|
|
|
1,764
|
|
||||||
Total asset-backed securities
|
—
|
|
|
8,747
|
|
|
1,953
|
|
|
|
|
10,700
|
|
||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage-backed securities
|
—
|
|
|
7,071
|
|
|
—
|
|
|
|
|
7,071
|
|
||||||
Asset-backed securities
|
—
|
|
|
3,093
|
|
|
174
|
|
|
|
|
3,267
|
|
||||||
Government securities
|
—
|
|
|
4,355
|
|
|
—
|
|
|
|
|
4,355
|
|
||||||
Other
(3)
|
—
|
|
|
4,579
|
|
|
255
|
|
|
|
|
4,834
|
|
||||||
Total non-U.S. debt securities
|
—
|
|
|
19,098
|
|
|
429
|
|
|
|
|
19,527
|
|
||||||
State and political subdivisions
|
—
|
|
|
9,713
|
|
|
33
|
|
|
|
|
9,746
|
|
||||||
Collateralized mortgage obligations
|
—
|
|
|
2,948
|
|
|
39
|
|
|
|
|
2,987
|
|
||||||
Other U.S. debt securities
|
—
|
|
|
2,614
|
|
|
10
|
|
|
|
|
2,624
|
|
||||||
U.S. equity securities
|
—
|
|
|
39
|
|
|
—
|
|
|
|
|
39
|
|
||||||
Non-U.S. equity securities
|
—
|
|
|
3
|
|
|
—
|
|
|
|
|
3
|
|
||||||
U.S. money-market mutual funds
|
—
|
|
|
542
|
|
|
—
|
|
|
|
|
542
|
|
||||||
Non-U.S. money-market mutual funds
|
—
|
|
|
19
|
|
|
—
|
|
|
|
|
19
|
|
||||||
Total investment securities available-for-sale
|
5,206
|
|
|
62,400
|
|
|
2,464
|
|
|
|
|
70,070
|
|
||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange contracts
|
—
|
|
|
11,311
|
|
|
5
|
|
|
$
|
(6,562
|
)
|
|
4,754
|
|
||||
Interest-rate contracts
|
—
|
|
|
135
|
|
|
—
|
|
|
(115
|
)
|
|
20
|
|
|||||
Other derivative contracts
|
—
|
|
|
5
|
|
|
—
|
|
|
(2
|
)
|
|
3
|
|
|||||
Total derivative instruments
|
—
|
|
|
11,451
|
|
|
5
|
|
|
(6,679
|
)
|
|
4,777
|
|
|||||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Total assets carried at fair value
|
$
|
5,729
|
|
|
$
|
74,179
|
|
|
$
|
2,469
|
|
|
$
|
(6,679
|
)
|
|
$
|
75,698
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued expenses and other liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading account liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government securities
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Non-U.S. government securities
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|||||
Other
|
5
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange contracts
|
—
|
|
|
10,863
|
|
|
5
|
|
|
(6,995
|
)
|
|
3,873
|
|
|||||
Interest-rate contracts
|
—
|
|
|
182
|
|
|
—
|
|
|
(24
|
)
|
|
158
|
|
|||||
Other derivative contracts
|
—
|
|
|
103
|
|
|
—
|
|
|
(2
|
)
|
|
101
|
|
|||||
Total derivative instruments
|
—
|
|
|
11,148
|
|
|
5
|
|
|
(7,021
|
)
|
|
4,132
|
|
|||||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Total liabilities carried at fair value
|
$
|
88
|
|
|
$
|
11,161
|
|
|
$
|
5
|
|
|
$
|
(7,021
|
)
|
|
$
|
4,233
|
|
|
|
|
|
|
|
|
|
|
Fair-Value Measurements Using Significant Unobservable Inputs
|
||||||||||||||||||||||||||||||||||||||
|
Year Ended December 31, 2015
|
||||||||||||||||||||||||||||||||||||||
|
Fair Value as of December 31,
2014 |
|
Total Realized and
Unrealized Gains (Losses) |
|
Purchases
|
|
Sales
|
|
Settlements
|
|
Transfers
into Level 3 |
|
Transfers
out of Level 3 |
|
Fair Value as of
December 31, 2015 |
|
Change in
Unrealized Gains (Losses) Related to Financial Instruments Held as of December 31, 2015 |
||||||||||||||||||||||
(In millions)
|
Recorded
in Revenue (1) |
|
Recorded
in Other Comprehensive Income (1) |
|
|||||||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Student loans
|
$
|
259
|
|
|
$
|
1
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
$
|
189
|
|
|
|
||
Other
|
3,780
|
|
|
53
|
|
|
(50
|
)
|
|
—
|
|
|
(1,105
|
)
|
|
(914
|
)
|
|
—
|
|
|
—
|
|
|
1,764
|
|
|
|
|||||||||||
Total asset-backed securities
|
4,039
|
|
|
54
|
|
|
(54
|
)
|
|
—
|
|
|
(1,105
|
)
|
|
(920
|
)
|
|
—
|
|
|
(61
|
)
|
|
1,953
|
|
|
|
|||||||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Mortgage-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
(140
|
)
|
|
—
|
|
|
|
|||||||||||
Asset-backed securities
|
295
|
|
|
2
|
|
|
(1
|
)
|
|
249
|
|
|
—
|
|
|
(190
|
)
|
|
4
|
|
|
(185
|
)
|
|
174
|
|
|
|
|||||||||||
Other
|
371
|
|
|
—
|
|
|
(1
|
)
|
|
111
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(187
|
)
|
|
255
|
|
|
|
|||||||||||
Total non-U.S. debt securities
|
666
|
|
|
2
|
|
|
(2
|
)
|
|
403
|
|
|
—
|
|
|
(229
|
)
|
|
101
|
|
|
(512
|
)
|
|
429
|
|
|
|
|||||||||||
State and political subdivisions
|
38
|
|
|
1
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
33
|
|
|
|
|||||||||||
Collateralized mortgage obligations
|
614
|
|
|
(1
|
)
|
|
(2
|
)
|
|
294
|
|
|
(88
|
)
|
|
(105
|
)
|
|
—
|
|
|
(673
|
)
|
|
39
|
|
|
|
|||||||||||
Other U.S. debt securities
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
(9
|
)
|
|
10
|
|
|
|
|||||||||||
Total AFS investment securities
|
5,366
|
|
|
56
|
|
|
(61
|
)
|
|
697
|
|
|
(1,193
|
)
|
|
(1,257
|
)
|
|
111
|
|
|
(1,255
|
)
|
|
2,464
|
|
|
|
|||||||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Foreign exchange contracts
|
81
|
|
|
48
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
(133
|
)
|
|
—
|
|
|
—
|
|
|
5
|
|
|
$
|
(4
|
)
|
|||||||||
Total derivative instruments
|
81
|
|
|
48
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
(133
|
)
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(4
|
)
|
||||||||||
Total assets carried at fair value
|
$
|
5,447
|
|
|
$
|
104
|
|
|
$
|
(61
|
)
|
|
$
|
706
|
|
|
$
|
(1,193
|
)
|
|
$
|
(1,390
|
)
|
|
$
|
111
|
|
|
$
|
(1,255
|
)
|
|
$
|
2,469
|
|
|
$
|
(4
|
)
|
|
|
|
|
|
|
Quantitative Information about Level 3 Fair-Value Measurements
|
||||||||||||||||
|
|
Fair Value
|
|
|
|
|
|
Weighted-Average
|
||||||||||
(Dollars in millions)
|
|
As of December 31, 2016
|
|
As of December 31, 2015
|
|
Valuation Technique
|
|
Significant
Unobservable Input (1) |
|
As of December 31, 2016
|
|
As of December 31, 2015
|
||||||
Significant unobservable inputs readily available to State Street:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Asset-backed securities, other
|
|
$
|
1
|
|
|
$
|
28
|
|
|
Discounted cash flows
|
|
Credit spread
|
|
0.3
|
%
|
|
(0.1
|
)%
|
State and political subdivisions
|
|
39
|
|
|
33
|
|
|
Discounted cash flows
|
|
Credit spread
|
|
1.8
|
|
|
2.2
|
|
||
Derivative instruments, foreign exchange contracts
|
|
8
|
|
|
5
|
|
|
Option model
|
|
Volatility
|
|
14.4
|
|
|
9.3
|
|
||
Total
|
|
$
|
48
|
|
|
$
|
66
|
|
|
|
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivative instruments, foreign exchange contracts
|
|
$
|
8
|
|
|
$
|
5
|
|
|
Option model
|
|
Volatility
|
|
14.4
|
|
|
9.2
|
|
Total
|
|
$
|
8
|
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
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
|
|
Estimated Fair Value
|
|
Quoted Market Prices in Active Markets (Level 1)
|
|
Pricing Methods with Significant Observable Market Inputs (Level 2)
|
|
Pricing Methods with Significant Unobservable Market Inputs (Level 3)
|
||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
|
$
|
1,314
|
|
|
$
|
1,314
|
|
|
$
|
1,314
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits with banks
|
|
70,935
|
|
|
70,935
|
|
|
—
|
|
|
70,935
|
|
|
—
|
|
|||||
Securities purchased under resale agreements
|
|
1,956
|
|
|
1,956
|
|
|
—
|
|
|
1,956
|
|
|
—
|
|
|||||
Investment securities held-to-maturity
|
|
35,169
|
|
|
34,994
|
|
|
17,400
|
|
|
17,439
|
|
|
155
|
|
|||||
Net loans (excluding leases)
|
|
18,862
|
|
|
18,877
|
|
|
—
|
|
|
18,781
|
|
|
96
|
|
|||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest-bearing
|
|
$
|
59,397
|
|
|
$
|
59,397
|
|
|
$
|
—
|
|
|
$
|
59,397
|
|
|
$
|
—
|
|
Interest-bearing - U.S.
|
|
30,911
|
|
|
30,911
|
|
|
—
|
|
|
30,911
|
|
|
—
|
|
|||||
Interest-bearing - non-U.S.
|
|
96,855
|
|
|
96,855
|
|
|
—
|
|
|
96,855
|
|
|
—
|
|
|||||
Securities sold under repurchase agreements
|
|
4,400
|
|
|
4,400
|
|
|
—
|
|
|
4,400
|
|
|
—
|
|
|||||
Other short-term borrowings
|
|
1,585
|
|
|
1,585
|
|
|
—
|
|
|
1,585
|
|
|
—
|
|
|||||
Long-term debt
|
|
11,430
|
|
|
11,618
|
|
|
—
|
|
|
11,282
|
|
|
336
|
|
|
|
|
|
|
|
Fair-Value Hierarchy
|
||||||||||||||
(In millions)
|
|
Reported Amount
|
|
Estimated Fair Value
|
|
Quoted Market Prices in Active Markets (Level 1)
|
|
Pricing Methods with Significant Observable Market Inputs (Level 2)
|
|
Pricing Methods with Significant Unobservable Market Inputs (Level 3)
|
||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
|
$
|
1,207
|
|
|
$
|
1,207
|
|
|
$
|
1,207
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits with banks
|
|
75,338
|
|
|
75,338
|
|
|
—
|
|
|
75,338
|
|
|
—
|
|
|||||
Securities purchased under resale agreements
|
|
3,404
|
|
|
3,404
|
|
|
—
|
|
|
3,404
|
|
|
—
|
|
|||||
Investment securities held-to-maturity
|
|
29,952
|
|
|
29,798
|
|
|
—
|
|
|
29,798
|
|
|
—
|
|
|||||
Net loans (excluding leases)
(1)
|
|
17,838
|
|
|
17,792
|
|
|
—
|
|
|
17,667
|
|
|
125
|
|
|||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest-bearing
|
|
$
|
65,800
|
|
|
$
|
65,800
|
|
|
$
|
—
|
|
|
$
|
65,800
|
|
|
$
|
—
|
|
Interest-bearing - U.S.
|
|
29,958
|
|
|
29,958
|
|
|
—
|
|
|
29,958
|
|
|
—
|
|
|||||
Interest-bearing - non-U.S.
|
|
95,869
|
|
|
95,869
|
|
|
—
|
|
|
95,869
|
|
|
—
|
|
|||||
Securities sold under repurchase agreements
|
|
4,499
|
|
|
4,499
|
|
|
—
|
|
|
4,499
|
|
|
—
|
|
|||||
Other short-term borrowings
|
|
1,754
|
|
|
1,754
|
|
|
—
|
|
|
1,754
|
|
|
—
|
|
|||||
Long-term debt
|
|
11,497
|
|
|
11,604
|
|
|
—
|
|
|
11,215
|
|
|
389
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
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
|
$
|
4,265
|
|
|
$
|
7
|
|
|
$
|
9
|
|
|
$
|
4,263
|
|
|
$
|
5,717
|
|
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
5,718
|
|
Mortgage-backed securities
|
13,340
|
|
|
76
|
|
|
159
|
|
|
13,257
|
|
|
18,168
|
|
|
131
|
|
|
134
|
|
|
18,165
|
|
||||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Student loans
(1)
|
5,659
|
|
|
12
|
|
|
75
|
|
|
5,596
|
|
|
7,358
|
|
|
16
|
|
|
198
|
|
|
7,176
|
|
||||||||
Credit cards
|
1,377
|
|
|
—
|
|
|
26
|
|
|
1,351
|
|
|
1,378
|
|
|
—
|
|
|
37
|
|
|
1,341
|
|
||||||||
Sub-prime
|
289
|
|
|
1
|
|
|
18
|
|
|
272
|
|
|
448
|
|
|
2
|
|
|
31
|
|
|
419
|
|
||||||||
Other
(2)
|
895
|
|
|
10
|
|
|
—
|
|
|
905
|
|
|
1,724
|
|
|
43
|
|
|
3
|
|
|
1,764
|
|
||||||||
Total asset-backed securities
|
8,220
|
|
|
23
|
|
|
119
|
|
|
8,124
|
|
|
10,908
|
|
|
61
|
|
|
269
|
|
|
10,700
|
|
||||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgage-backed securities
|
6,506
|
|
|
35
|
|
|
6
|
|
|
6,535
|
|
|
7,010
|
|
|
72
|
|
|
11
|
|
|
7,071
|
|
||||||||
Asset-backed securities
|
2,513
|
|
|
4
|
|
|
1
|
|
|
2,516
|
|
|
3,272
|
|
|
2
|
|
|
7
|
|
|
3,267
|
|
||||||||
Government securities
|
5,834
|
|
|
8
|
|
|
6
|
|
|
5,836
|
|
|
4,348
|
|
|
7
|
|
|
—
|
|
|
4,355
|
|
||||||||
Other
(3)
|
5,587
|
|
|
31
|
|
|
5
|
|
|
5,613
|
|
|
4,817
|
|
|
29
|
|
|
12
|
|
|
4,834
|
|
||||||||
Total non-U.S. debt securities
|
20,440
|
|
|
78
|
|
|
18
|
|
|
20,500
|
|
|
19,447
|
|
|
110
|
|
|
30
|
|
|
19,527
|
|
||||||||
State and political subdivisions
|
10,233
|
|
|
201
|
|
|
112
|
|
|
10,322
|
|
|
9,402
|
|
|
371
|
|
|
27
|
|
|
9,746
|
|
||||||||
Collateralized mortgage obligations
|
2,610
|
|
|
18
|
|
|
35
|
|
|
2,593
|
|
|
2,993
|
|
|
16
|
|
|
22
|
|
|
2,987
|
|
||||||||
Other U.S. debt securities
|
2,481
|
|
|
18
|
|
|
30
|
|
|
2,469
|
|
|
2,611
|
|
|
31
|
|
|
18
|
|
|
2,624
|
|
||||||||
U.S. equity securities
|
39
|
|
|
6
|
|
|
3
|
|
|
42
|
|
|
33
|
|
|
9
|
|
|
3
|
|
|
39
|
|
||||||||
Non-U.S. equity securities
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||||
U.S. money-market mutual funds
|
409
|
|
|
—
|
|
|
—
|
|
|
409
|
|
|
542
|
|
|
—
|
|
|
—
|
|
|
542
|
|
||||||||
Non-U.S. money-market mutual funds
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||||
Total
|
$
|
62,056
|
|
|
$
|
427
|
|
|
$
|
485
|
|
|
$
|
61,998
|
|
|
$
|
69,843
|
|
|
$
|
735
|
|
|
$
|
508
|
|
|
$
|
70,070
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Direct obligations
|
$
|
17,527
|
|
|
$
|
17
|
|
|
$
|
58
|
|
|
$
|
17,486
|
|
|
$
|
20,878
|
|
|
$
|
2
|
|
|
$
|
217
|
|
|
$
|
20,663
|
|
Mortgage-backed securities
|
10,334
|
|
|
20
|
|
|
221
|
|
|
10,133
|
|
|
610
|
|
|
2
|
|
|
8
|
|
|
604
|
|
||||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Student loans
(1)
|
2,883
|
|
|
5
|
|
|
30
|
|
|
2,858
|
|
|
1,592
|
|
|
—
|
|
|
47
|
|
|
1,545
|
|
||||||||
Credit cards
|
897
|
|
|
2
|
|
|
—
|
|
|
899
|
|
|
897
|
|
|
—
|
|
|
1
|
|
|
896
|
|
||||||||
Other
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
366
|
|
|
2
|
|
|
1
|
|
|
367
|
|
||||||||
Total asset-backed securities
|
3,815
|
|
|
7
|
|
|
30
|
|
|
3,792
|
|
|
2,855
|
|
|
2
|
|
|
49
|
|
|
2,808
|
|
||||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgage-backed securities
|
1,150
|
|
|
70
|
|
|
15
|
|
|
1,205
|
|
|
2,202
|
|
|
109
|
|
|
26
|
|
|
2,285
|
|
||||||||
Asset-backed securities
|
531
|
|
|
—
|
|
|
—
|
|
|
531
|
|
|
1,415
|
|
|
4
|
|
|
3
|
|
|
1,416
|
|
||||||||
Government securities
|
286
|
|
|
3
|
|
|
—
|
|
|
289
|
|
|
239
|
|
|
—
|
|
|
1
|
|
|
238
|
|
||||||||
Other
|
113
|
|
|
1
|
|
|
—
|
|
|
114
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
65
|
|
||||||||
Total non-U.S. debt securities
|
2,080
|
|
|
74
|
|
|
15
|
|
|
2,139
|
|
|
3,921
|
|
|
113
|
|
|
30
|
|
|
4,004
|
|
||||||||
State and political subdivisions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Collateralized mortgage obligations
|
1,413
|
|
|
42
|
|
|
11
|
|
|
1,444
|
|
|
1,687
|
|
|
60
|
|
|
29
|
|
|
1,718
|
|
||||||||
Total
|
$
|
35,169
|
|
|
$
|
160
|
|
|
$
|
335
|
|
|
$
|
34,994
|
|
|
$
|
29,952
|
|
|
$
|
179
|
|
|
$
|
333
|
|
|
$
|
29,798
|
|
|
|
|
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
||||||||||||||||||
December 31, 2016
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
(In millions)
|
|
|
|
|
|
||||||||||||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct obligations
|
$
|
651
|
|
|
$
|
8
|
|
|
$
|
180
|
|
|
$
|
1
|
|
|
$
|
831
|
|
|
$
|
9
|
|
Mortgage-backed securities
|
7,072
|
|
|
131
|
|
|
1,114
|
|
|
28
|
|
|
8,186
|
|
|
159
|
|
||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Student loans
|
54
|
|
|
—
|
|
|
3,745
|
|
|
75
|
|
|
3,799
|
|
|
75
|
|
||||||
Credit cards
|
795
|
|
|
1
|
|
|
494
|
|
|
25
|
|
|
1,289
|
|
|
26
|
|
||||||
Sub-prime
|
1
|
|
|
—
|
|
|
252
|
|
|
18
|
|
|
253
|
|
|
18
|
|
||||||
Other
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
||||||
Total asset-backed securities
|
925
|
|
|
1
|
|
|
4,491
|
|
|
118
|
|
|
5,416
|
|
|
119
|
|
||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
442
|
|
|
1
|
|
|
893
|
|
|
5
|
|
|
1,335
|
|
|
6
|
|
||||||
Asset-backed securities
|
253
|
|
|
—
|
|
|
276
|
|
|
1
|
|
|
529
|
|
|
1
|
|
||||||
Government securities
|
1,314
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
1,314
|
|
|
6
|
|
||||||
Other
|
670
|
|
|
4
|
|
|
218
|
|
|
1
|
|
|
888
|
|
|
5
|
|
||||||
Total non-U.S. debt securities
|
2,679
|
|
|
11
|
|
|
1,387
|
|
|
7
|
|
|
4,066
|
|
|
18
|
|
||||||
State and political subdivisions
|
3,390
|
|
|
102
|
|
|
304
|
|
|
10
|
|
|
3,694
|
|
|
112
|
|
||||||
Collateralized mortgage obligations
|
1,259
|
|
|
31
|
|
|
162
|
|
|
4
|
|
|
1,421
|
|
|
35
|
|
||||||
Other U.S. debt securities
|
944
|
|
|
24
|
|
|
157
|
|
|
6
|
|
|
1,101
|
|
|
30
|
|
||||||
U.S. equity securities
|
8
|
|
|
—
|
|
|
5
|
|
|
3
|
|
|
13
|
|
|
3
|
|
||||||
Total
|
$
|
16,928
|
|
|
$
|
308
|
|
|
$
|
7,800
|
|
|
$
|
177
|
|
|
$
|
24,728
|
|
|
$
|
485
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct obligations
|
$
|
8,891
|
|
|
$
|
57
|
|
|
$
|
86
|
|
|
$
|
1
|
|
|
$
|
8,977
|
|
|
$
|
58
|
|
Mortgage-backed securities
|
6,838
|
|
|
221
|
|
|
—
|
|
|
—
|
|
|
6,838
|
|
|
221
|
|
||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Student loans
|
705
|
|
|
9
|
|
|
1,235
|
|
|
21
|
|
|
1,940
|
|
|
30
|
|
||||||
Credit cards
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
||||||
Other
|
18
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
27
|
|
|
—
|
|
||||||
Total asset-backed securities
|
756
|
|
|
9
|
|
|
1,244
|
|
|
21
|
|
|
2,000
|
|
|
30
|
|
||||||
Non-U.S. mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
54
|
|
|
2
|
|
|
330
|
|
|
13
|
|
|
384
|
|
|
15
|
|
||||||
Asset-backed securities
|
28
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
63
|
|
|
—
|
|
||||||
Government securities
|
180
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180
|
|
|
—
|
|
||||||
Total non-U.S. debt securities
|
262
|
|
|
2
|
|
|
365
|
|
|
13
|
|
|
627
|
|
|
15
|
|
||||||
Collateralized mortgage obligations
|
537
|
|
|
4
|
|
|
204
|
|
|
7
|
|
|
741
|
|
|
11
|
|
||||||
Total
|
$
|
17,284
|
|
|
$
|
293
|
|
|
$
|
1,899
|
|
|
$
|
42
|
|
|
$
|
19,183
|
|
|
$
|
335
|
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
||||||||||||||||||
December 31, 2015
|
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
|
$
|
3,123
|
|
|
$
|
4
|
|
|
$
|
121
|
|
|
$
|
1
|
|
|
$
|
3,244
|
|
|
$
|
5
|
|
Mortgage-backed securities
|
5,729
|
|
|
48
|
|
|
3,166
|
|
|
86
|
|
|
8,895
|
|
|
134
|
|
||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Student loans
|
2,841
|
|
|
54
|
|
|
3,217
|
|
|
144
|
|
|
6,058
|
|
|
198
|
|
||||||
Credit cards
|
838
|
|
|
7
|
|
|
490
|
|
|
30
|
|
|
1,328
|
|
|
37
|
|
||||||
Sub-prime
|
7
|
|
|
—
|
|
|
387
|
|
|
31
|
|
|
394
|
|
|
31
|
|
||||||
Other
|
720
|
|
|
3
|
|
|
43
|
|
|
—
|
|
|
763
|
|
|
3
|
|
||||||
Total asset-backed securities
|
4,406
|
|
|
64
|
|
|
4,137
|
|
|
205
|
|
|
8,543
|
|
|
269
|
|
||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
1,457
|
|
|
7
|
|
|
437
|
|
|
4
|
|
|
1,894
|
|
|
11
|
|
||||||
Asset-backed securities
|
2,190
|
|
|
7
|
|
|
22
|
|
|
—
|
|
|
2,212
|
|
|
7
|
|
||||||
Government securities
|
1,691
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,691
|
|
|
—
|
|
||||||
Other
|
1,548
|
|
|
5
|
|
|
527
|
|
|
7
|
|
|
2,075
|
|
|
12
|
|
||||||
Total non-U.S. debt securities
|
6,886
|
|
|
19
|
|
|
986
|
|
|
11
|
|
|
7,872
|
|
|
30
|
|
||||||
State and political subdivisions
|
206
|
|
|
1
|
|
|
658
|
|
|
26
|
|
|
864
|
|
|
27
|
|
||||||
Collateralized mortgage obligations
|
1,511
|
|
|
14
|
|
|
217
|
|
|
8
|
|
|
1,728
|
|
|
22
|
|
||||||
Other U.S. debt securities
|
475
|
|
|
9
|
|
|
178
|
|
|
9
|
|
|
653
|
|
|
18
|
|
||||||
U.S. equity securities
|
—
|
|
|
—
|
|
|
5
|
|
|
3
|
|
|
5
|
|
|
3
|
|
||||||
Total
|
$
|
22,336
|
|
|
$
|
159
|
|
|
$
|
9,468
|
|
|
$
|
349
|
|
|
$
|
31,804
|
|
|
$
|
508
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct obligations
|
$
|
16,370
|
|
|
$
|
120
|
|
|
$
|
3,005
|
|
|
$
|
97
|
|
|
$
|
19,375
|
|
|
$
|
217
|
|
Mortgage-backed securities
|
560
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
560
|
|
|
8
|
|
||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Student loans
|
896
|
|
|
25
|
|
|
615
|
|
|
22
|
|
|
1,511
|
|
|
47
|
|
||||||
Credit cards
|
636
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
636
|
|
|
1
|
|
||||||
Other
|
102
|
|
|
—
|
|
|
31
|
|
|
1
|
|
|
133
|
|
|
1
|
|
||||||
Total asset-backed securities
|
1,634
|
|
|
26
|
|
|
646
|
|
|
23
|
|
|
2,280
|
|
|
49
|
|
||||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
338
|
|
|
2
|
|
|
524
|
|
|
24
|
|
|
862
|
|
|
26
|
|
||||||
Asset-backed securities
|
1,015
|
|
|
3
|
|
|
69
|
|
|
—
|
|
|
1,084
|
|
|
3
|
|
||||||
Government securities
|
128
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
1
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
|
—
|
|
||||||
Total non-U.S. debt securities
|
1,481
|
|
|
6
|
|
|
636
|
|
|
24
|
|
|
2,117
|
|
|
30
|
|
||||||
Collateralized mortgage obligations
|
634
|
|
|
9
|
|
|
537
|
|
|
20
|
|
|
1,171
|
|
|
29
|
|
||||||
Total
|
$
|
20,679
|
|
|
$
|
169
|
|
|
$
|
4,824
|
|
|
$
|
164
|
|
|
$
|
25,503
|
|
|
$
|
333
|
|
December 31, 2016
|
Under 1
Year
|
|
1 to 5
Years
|
|
6 to 10
Years
|
|
Over 10
Years
|
|
Total
|
||||||||||
(In millions)
|
|
|
|
|
|||||||||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct obligations
|
$
|
2,722
|
|
|
$
|
1,114
|
|
|
$
|
44
|
|
|
$
|
383
|
|
|
$
|
4,263
|
|
Mortgage-backed securities
|
213
|
|
|
1,533
|
|
|
3,022
|
|
|
8,489
|
|
|
13,257
|
|
|||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Student loans
|
590
|
|
|
3,181
|
|
|
757
|
|
|
1,068
|
|
|
5,596
|
|
|||||
Credit cards
|
4
|
|
|
1,052
|
|
|
295
|
|
|
—
|
|
|
1,351
|
|
|||||
Sub-prime
|
3
|
|
|
1
|
|
|
2
|
|
|
266
|
|
|
272
|
|
|||||
Other
|
1
|
|
|
21
|
|
|
883
|
|
|
—
|
|
|
905
|
|
|||||
Total asset-backed securities
|
598
|
|
|
4,255
|
|
|
1,937
|
|
|
1,334
|
|
|
8,124
|
|
|||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage-backed securities
|
1,301
|
|
|
3,339
|
|
|
731
|
|
|
1,164
|
|
|
6,535
|
|
|||||
Asset-backed securities
|
289
|
|
|
1,877
|
|
|
346
|
|
|
4
|
|
|
2,516
|
|
|||||
Government securities
|
4,372
|
|
|
987
|
|
|
477
|
|
|
—
|
|
|
5,836
|
|
|||||
Other
|
1,901
|
|
|
3,304
|
|
|
408
|
|
|
—
|
|
|
5,613
|
|
|||||
Total non-U.S. debt securities
|
7,863
|
|
|
9,507
|
|
|
1,962
|
|
|
1,168
|
|
|
20,500
|
|
|||||
State and political subdivisions
|
509
|
|
|
2,347
|
|
|
5,548
|
|
|
1,918
|
|
|
10,322
|
|
|||||
Collateralized mortgage obligations
|
2
|
|
|
44
|
|
|
871
|
|
|
1,676
|
|
|
2,593
|
|
|||||
Other U.S. debt securities
|
508
|
|
|
1,003
|
|
|
922
|
|
|
36
|
|
|
2,469
|
|
|||||
Total
|
$
|
12,415
|
|
|
$
|
19,803
|
|
|
$
|
14,306
|
|
|
$
|
15,004
|
|
|
$
|
61,528
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury and federal agencies:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct obligations
|
$
|
400
|
|
|
$
|
14,888
|
|
|
$
|
2,167
|
|
|
$
|
72
|
|
|
$
|
17,527
|
|
Mortgage-backed securities
|
—
|
|
|
193
|
|
|
1,536
|
|
|
8,605
|
|
|
10,334
|
|
|||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Student loans
|
442
|
|
|
201
|
|
|
349
|
|
|
1,891
|
|
|
2,883
|
|
|||||
Credit cards
|
99
|
|
|
798
|
|
|
—
|
|
|
—
|
|
|
897
|
|
|||||
Other
|
7
|
|
|
18
|
|
|
8
|
|
|
2
|
|
|
35
|
|
|||||
Total asset-backed securities
|
548
|
|
|
1,017
|
|
|
357
|
|
|
1,893
|
|
|
3,815
|
|
|||||
Non-U.S. debt securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage-backed securities
|
148
|
|
|
339
|
|
|
47
|
|
|
616
|
|
|
1,150
|
|
|||||
Asset-backed securities
|
163
|
|
|
368
|
|
|
—
|
|
|
—
|
|
|
531
|
|
|||||
Government securities
|
180
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
286
|
|
|||||
Other
|
71
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|||||
Total non-U.S. debt securities
|
562
|
|
|
855
|
|
|
47
|
|
|
616
|
|
|
2,080
|
|
|||||
Collateralized mortgage obligations
|
102
|
|
|
23
|
|
|
488
|
|
|
800
|
|
|
1,413
|
|
|||||
Total
|
$
|
1,612
|
|
|
$
|
16,976
|
|
|
$
|
4,595
|
|
|
$
|
11,986
|
|
|
$
|
35,169
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gross realized gains from sales of AFS investment securities
|
|
$
|
15
|
|
|
$
|
57
|
|
|
$
|
64
|
|
Gross realized losses from sales of AFS investment securities
|
|
(5
|
)
|
|
(62
|
)
|
|
(49
|
)
|
|||
Net impairment losses
|
|
|
|
|
|
|
||||||
Gross losses from OTTI
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Losses reclassified (from) to other comprehensive income
|
|
(1
|
)
|
|
—
|
|
|
(10
|
)
|
|||
Net impairment losses
(1)
|
|
(3
|
)
|
|
(1
|
)
|
|
(11
|
)
|
|||
Gains (losses) related to investment securities, net
|
|
$
|
7
|
|
|
$
|
(6
|
)
|
|
$
|
4
|
|
(1)
Net impairment losses, recognized in our consolidated statement of income, were composed of the following:
|
|
|
|
|
|
|
||||||
Impairment associated with expected credit losses
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
Impairment associated with adverse changes in timing of expected future cash flows
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Net impairment losses
|
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
|
$
|
(11
|
)
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of period
|
|
$
|
92
|
|
|
$
|
115
|
|
|
$
|
122
|
|
Additions:
|
|
|
|
|
|
|
||||||
Losses for which OTTI was previously recognized
|
|
2
|
|
|
1
|
|
|
11
|
|
|||
Deductions:
|
|
|
|
|
|
|
||||||
Previously recognized losses related to securities sold or matured
|
|
(28
|
)
|
|
(24
|
)
|
|
(12
|
)
|
|||
Losses related to securities intended or required to be sold
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
Balance, end of period
|
|
$
|
66
|
|
|
$
|
92
|
|
|
$
|
115
|
|
•
|
the identification and evaluation of securities that have indications of potential OTTI, such as issuer-specific concerns, including deteriorating financial condition or bankruptcy;
|
•
|
the analysis of expected future cash flows of securities, based on quantitative and qualitative factors;
|
•
|
the analysis of the collectability of those future cash flows, including information about past events, current conditions, and reasonable and supportable forecasts;
|
•
|
the analysis of the underlying collateral for 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;
|
•
|
evaluation of factors or triggers that could cause individual securities to be deemed OTTI and those that would not support OTTI; and
|
•
|
documentation of the results of these analyses.
|
•
|
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 its recovery in value.
|
(In millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Domestic:
|
|
|
|
||||
Commercial and financial:
|
|
|
|
||||
Loans to investment funds
|
$
|
11,734
|
|
|
$
|
11,915
|
|
Senior secured bank loans
|
3,256
|
|
|
2,929
|
|
||
Loans to municipalities
|
1,352
|
|
|
962
|
|
||
Other
|
70
|
|
|
93
|
|
||
Commercial real estate
|
27
|
|
|
28
|
|
||
Lease financing
|
338
|
|
|
337
|
|
||
Total domestic
|
16,777
|
|
|
16,264
|
|
||
Non-U.S.:
|
|
|
|
||||
Commercial and financial:
|
|
|
|
||||
Loans to investment funds
|
2,224
|
|
|
1,752
|
|
||
Senior secured bank loans
|
252
|
|
|
205
|
|
||
Lease financing
|
504
|
|
|
578
|
|
||
Total non-U.S.
|
2,980
|
|
|
2,535
|
|
||
Total loans and leases
|
19,757
|
|
|
18,799
|
|
||
Allowance for loan and lease losses
|
(53
|
)
|
|
(46
|
)
|
||
Loans and leases, net of allowance
|
$
|
19,704
|
|
|
$
|
18,753
|
|
(In millions)
|
2016
|
|
2015
|
||||
Net rental income receivable
|
$
|
1,039
|
|
|
$
|
1,159
|
|
Estimated residual values
|
89
|
|
|
89
|
|
||
Unearned income
|
(286
|
)
|
|
(333
|
)
|
||
Investment in leveraged lease financing
|
842
|
|
|
915
|
|
||
Less: related deferred income tax liabilities
|
(313
|
)
|
|
(334
|
)
|
||
Net investment in leveraged lease financing
|
$
|
529
|
|
|
$
|
581
|
|
December 31, 2016
|
Commercial and Financial
|
|
Commercial Real Estate
|
|
Lease
Financing
|
|
Total Loans and Leases
|
||||||||
(In millions)
|
|||||||||||||||
Investment grade
(1)
|
$
|
14,889
|
|
|
$
|
27
|
|
|
$
|
842
|
|
|
$
|
15,758
|
|
Speculative
(2)
|
3,984
|
|
|
—
|
|
|
—
|
|
|
3,984
|
|
||||
Substandard
(4)
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||
Total
|
$
|
18,888
|
|
|
$
|
27
|
|
|
$
|
842
|
|
|
$
|
19,757
|
|
December 31, 2015
|
Commercial and Financial
|
|
Commercial Real Estate
|
|
Lease
Financing
|
|
Total Loans and Leases
|
||||||||
(In millions)
|
|||||||||||||||
Investment grade
(1)
|
$
|
14,288
|
|
|
$
|
28
|
|
|
$
|
888
|
|
|
$
|
15,204
|
|
Speculative
(2)
|
3,537
|
|
|
—
|
|
|
27
|
|
|
3,564
|
|
||||
Special mention
(3)
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||
Total
|
$
|
17,856
|
|
|
$
|
28
|
|
|
$
|
915
|
|
|
$
|
18,799
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
(In millions)
|
Commercial and Financial
|
|
Commercial Real Estate
|
|
Lease Financing
|
|
Total Loans and Leases
|
|
Commercial and Financial
|
|
Commercial Real Estate
|
|
Lease Financing
|
|
Total Loans and Leases
|
||||||||||||||||
Loans and leases
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Individually evaluated for impairment
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
18,873
|
|
|
27
|
|
|
842
|
|
|
19,742
|
|
|
17,856
|
|
|
28
|
|
|
915
|
|
|
18,799
|
|
||||||||
Total
|
$
|
18,888
|
|
|
$
|
27
|
|
|
$
|
842
|
|
|
$
|
19,757
|
|
|
$
|
17,856
|
|
|
$
|
28
|
|
|
$
|
915
|
|
|
$
|
18,799
|
|
|
|
|
|
|
As of December 31, 2016
|
|
Year Ended December 31, 2016
|
||||||||||||||||
(In millions)
|
Recorded Investment
|
|
Unpaid
Principal
Balance
(1)
|
|
Related Allowance
(2)
|
|
Average Recorded Investment
|
|
Interest Revenue Recognized
|
||||||||||
Commercial and financial
(1)
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
Total
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(In millions)
|
Total Loans and Leases
|
|
Total Loans and Leases
|
|
Total Loans and Leases
|
||||||
Allowance for loan and lease losses
(1)
:
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
46
|
|
|
$
|
38
|
|
|
$
|
28
|
|
Provision for loan and lease losses
|
10
|
|
|
12
|
|
|
10
|
|
|||
Charge-offs
|
(3
|
)
|
|
(4
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
53
|
|
|
$
|
46
|
|
|
$
|
38
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(In millions)
|
Investment
Servicing
|
|
Investment
Management
|
|
Total
|
|
Investment
Servicing
|
|
Investment
Management
|
|
Total
|
||||||||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
5,641
|
|
|
$
|
30
|
|
|
$
|
5,671
|
|
|
$
|
5,793
|
|
|
$
|
33
|
|
|
$
|
5,826
|
|
Acquisitions
(1)
|
—
|
|
|
236
|
|
|
236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Divestitures and other reductions
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency translation
|
(80
|
)
|
|
(2
|
)
|
|
(82
|
)
|
|
(152
|
)
|
|
(3
|
)
|
|
(155
|
)
|
||||||
Ending balance
|
$
|
5,550
|
|
|
$
|
264
|
|
|
$
|
5,814
|
|
|
$
|
5,641
|
|
|
$
|
30
|
|
|
$
|
5,671
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(In millions)
|
Investment
Servicing
|
|
Investment
Management
|
|
Total
|
|
Investment
Servicing
|
|
Investment
Management
|
|
Total
|
||||||||||||
Other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
1,753
|
|
|
$
|
15
|
|
|
$
|
1,768
|
|
|
$
|
1,998
|
|
|
$
|
27
|
|
|
$
|
2,025
|
|
Acquisitions
(1)
|
—
|
|
|
217
|
|
|
217
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||
Divestitures
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization
|
(186
|
)
|
|
(21
|
)
|
|
(207
|
)
|
|
(187
|
)
|
|
(10
|
)
|
|
(197
|
)
|
||||||
Foreign currency translation and other, net
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|
(74
|
)
|
|
(2
|
)
|
|
(76
|
)
|
||||||
Ending balance
|
$
|
1,539
|
|
|
$
|
211
|
|
|
$
|
1,750
|
|
|
$
|
1,753
|
|
|
$
|
15
|
|
|
$
|
1,768
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(In millions)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Client relationships
|
$
|
2,620
|
|
|
$
|
(1,306
|
)
|
|
$
|
1,314
|
|
|
$
|
2,486
|
|
|
$
|
(1,198
|
)
|
|
$
|
1,288
|
|
Core deposits
|
661
|
|
|
(277
|
)
|
|
384
|
|
|
667
|
|
|
(246
|
)
|
|
421
|
|
||||||
Other
|
132
|
|
|
(80
|
)
|
|
52
|
|
|
147
|
|
|
(88
|
)
|
|
59
|
|
||||||
Total
|
$
|
3,413
|
|
|
$
|
(1,663
|
)
|
|
$
|
1,750
|
|
|
$
|
3,300
|
|
|
$
|
(1,532
|
)
|
|
$
|
1,768
|
|
(In millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Receivable - securities lending
(1)
|
$
|
21,204
|
|
|
$
|
20,121
|
|
Derivative instruments, net
|
7,321
|
|
|
4,777
|
|
||
Bank-owned life insurance
|
3,158
|
|
|
3,078
|
|
||
Investments in joint ventures and other unconsolidated entities
|
2,363
|
|
|
2,034
|
|
||
Collateral, net
|
2,236
|
|
|
1,344
|
|
||
Accounts receivable
|
886
|
|
|
1,018
|
|
||
Prepaid expenses
|
333
|
|
|
284
|
|
||
Deferred tax assets, net of valuation allowance
(2)
|
210
|
|
|
182
|
|
||
Deposits with clearing organizations
|
132
|
|
|
127
|
|
||
Income taxes receivable
|
106
|
|
|
154
|
|
||
Receivable for securities settlement
|
40
|
|
|
311
|
|
||
Other
(3)
|
339
|
|
|
473
|
|
||
Total
|
$
|
38,328
|
|
|
$
|
33,903
|
|
|
|
|
Securities Sold Under
Repurchase Agreements
|
|
Federal Funds Purchased
|
||||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Balance as of December 31
|
$
|
4,400
|
|
|
$
|
4,499
|
|
|
$
|
8,925
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
21
|
|
Maximum outstanding as of any month-end
|
5,572
|
|
|
10,977
|
|
|
10,955
|
|
|
29
|
|
|
29
|
|
|
29
|
|
||||||
Average outstanding during the year
|
4,113
|
|
|
8,875
|
|
|
8,817
|
|
|
31
|
|
|
21
|
|
|
20
|
|
||||||
Weighted-average interest rate as of year-end
|
.040
|
%
|
|
.020
|
%
|
|
.005
|
%
|
|
.00
|
%
|
|
.03
|
%
|
|
.01
|
%
|
||||||
Weighted-average interest rate for the year
|
.02
|
|
|
.01
|
|
|
.00
|
|
|
.17
|
|
|
.01
|
|
|
.00
|
|
|
Tax-Exempt
Investment Program
|
|
Corporate Commercial Paper
Program
(1)
|
||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||
Balance as of December 31
|
$
|
1,158
|
|
|
$
|
1,748
|
|
|
$
|
1,870
|
|
|
$
|
—
|
|
|
$
|
2,485
|
|
Maximum outstanding as of any month-end
|
1,726
|
|
|
1,865
|
|
|
1,938
|
|
|
2,919
|
|
|
2,485
|
|
|||||
Average outstanding during the year
|
1,512
|
|
|
1,807
|
|
|
1,903
|
|
|
1,897
|
|
|
2,136
|
|
|||||
Weighted-average interest rate as of year-end
|
.67
|
%
|
|
.03
|
%
|
|
.06
|
%
|
|
.00
|
%
|
|
.16
|
%
|
|||||
Weighted-average interest rate for the year
|
.36
|
|
|
.06
|
|
|
.08
|
|
|
.26
|
|
|
.17
|
|
|
|
|
U.S. Government
Securities Sold
|
|
Repurchase
Agreements
(1)
|
||||||||
(In millions)
|
Amortized
Cost
|
|
Fair Value
|
|
Amortized
Cost
|
||||||
Overnight maturity
|
$
|
4,490
|
|
|
$
|
4,491
|
|
|
$
|
4,400
|
|
|
|
|
|
|
|
(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, 2016
, the carrying value of long-term debt associated with these fair value hedges decreased
$15 million
. As of
December 31, 2015
, the carrying value of long-term debt associated with these fair value hedges increased
$105 million
. Refer to Note
10
for additional information about fair value hedges.
|
(2)
|
The subordinated notes qualify for inclusion in tier 2 regulatory capital under current federal regulatory capital guidelines.
|
(3)
|
We do not have the right to redeem the debenture prior to maturity other than upon the occurrence of specified events. Such redemption is subject to federal regulatory approval. The junior subordinated debenture qualify for inclusion in tier 2 regulatory capital under current federal regulatory capital guidelines.
|
(4)
|
We may not redeem the note prior to their maturity.
|
(5)
|
On December 21, 2016, the statutory business trusts were liquidated and the floating-rate junior subordinated debentures issuances of the statutory business trusts were exchanged for a like principal amount of State Street Corporation's floating-rate junior subordinated debentures with the same maturity dates.
|
(6)
|
Refer to Note 1 regarding the retrospective application of ASU 2015-03, which resulted in the netting of debt issuance costs within long-term debt.
|
December 31, 2016
|
|
Maturity
|
|
Paid Fixed Interest Rate
|
Senior Notes
|
|
|
|
|
|
|
2018
|
|
1.35%
|
|
|
2020
|
|
2.55
|
|
|
2021
|
|
1.95
|
|
|
2021
|
|
4.38
|
|
|
2023
|
|
3.70
|
|
|
2024
|
|
3.30
|
|
|
2025
|
|
3.55
|
|
|
2026
|
|
2.65
|
|
|
|
|
|
Subordinated Notes
|
|
|
|
|
|
|
2018
|
|
4.96
|
|
|
2023
|
|
3.10
|
(In millions)
|
December 31,
2016 |
|
December 31,
2015 |
||||
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Interest-rate contracts:
|
|
|
|
||||
Swap agreements and forwards
|
$
|
—
|
|
|
$
|
336
|
|
Futures
|
13,455
|
|
|
2,621
|
|
||
Foreign exchange contracts:
|
|
|
|
||||
Forward, swap and spot
|
1,414,765
|
|
|
1,274,277
|
|
||
Options purchased
|
337
|
|
|
403
|
|
||
Options written
|
202
|
|
|
404
|
|
||
Credit derivative contracts:
|
|
|
|||||
Credit swap agreements
(1)
|
—
|
|
|
141
|
|
||
Commodity and equity contracts:
|
|
|
|||||
Commodity
(1)
|
—
|
|
|
113
|
|
||
Equity
(1)
|
—
|
|
|
87
|
|
||
Other:
|
|
|
|
||||
Stable value contracts
|
27,182
|
|
|
24,583
|
|
||
Deferred value awards
(2)(3)
|
409
|
|
|
320
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
||||
Interest-rate contracts:
|
|
|
|
||||
Swap agreements
|
10,169
|
|
|
9,398
|
|
||
Foreign exchange contracts:
|
|
|
|
||||
Forward and swap
|
8,564
|
|
|
4,515
|
|
|
|
|
December 31,
2016
(1)
|
||
(In millions)
|
Fair Value Hedges
|
||
Investment securities available-for-sale
|
$
|
1,444
|
|
Long-term debt
(2)
|
8,725
|
|
|
Total
|
$
|
10,169
|
|
|
December 31,
2015
(1)
|
||
(In millions)
|
Fair Value Hedges
|
||
Investment securities available-for-sale
|
$
|
1,698
|
|
Long-term debt
(2)
|
7,700
|
|
|
Total
|
$
|
9,398
|
|
|
|
|
Derivative Assets
(1)
|
||||||
|
Fair Value
|
||||||
(In millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Derivatives not designated as hedging instruments:
|
|||||||
Foreign exchange contracts
|
$
|
15,982
|
|
|
$
|
10,799
|
|
Interest-rate contracts
|
—
|
|
|
2
|
|
||
Other derivative contracts
|
—
|
|
|
5
|
|
||
Total
|
$
|
15,982
|
|
|
$
|
10,806
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|||||||
Foreign exchange contracts
|
$
|
502
|
|
|
$
|
517
|
|
Interest-rate contracts
|
68
|
|
|
133
|
|
||
Total
|
$
|
570
|
|
|
$
|
650
|
|
|
|
|
|
|
|
|
|
|
|
Location of Gain (Loss) on Derivative in Consolidated Statement of Income
|
|
Amount of Gain
(Loss) on Derivative
Recognized in
Consolidated
Statement of Income
|
|
Hedged Item in Fair Value Hedging Relationship
|
|
Location of Gain (Loss) on Hedged Item in Consolidated Statement of Income
|
|
Amount of Gain
(Loss) on Hedged
Item Recognized in
Consolidated
Statement of Income
|
||||||||||||||||||||
|
|
|
Years Ended December 31,
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||
(In millions)
|
|
|
2016
|
|
2015
|
|
2014
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Derivatives designated as fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Foreign exchange contracts
|
Processing fees and
other revenue |
|
$
|
(6
|
)
|
|
$
|
(101
|
)
|
|
$
|
(92
|
)
|
|
Investment securities
|
|
Processing fees and
other revenue |
|
$
|
6
|
|
|
$
|
101
|
|
|
$
|
92
|
|
Foreign exchange contracts
|
Processing fees and other revenue
|
|
221
|
|
|
(241
|
)
|
|
—
|
|
|
FX deposit
|
|
Processing fees and other revenue
|
|
(221
|
)
|
|
241
|
|
|
—
|
|
||||||
Interest-rate contracts
|
Processing fees and
other revenue
|
|
43
|
|
|
16
|
|
|
(44
|
)
|
|
Available-for-sale securities
|
|
Processing fees and
other revenue
(1)
|
|
(40
|
)
|
|
(17
|
)
|
|
39
|
|
||||||
Interest-rate contracts
|
Processing fees and
other revenue |
|
(98
|
)
|
|
61
|
|
|
150
|
|
|
Long-term debt
|
|
Processing fees and
other revenue |
|
100
|
|
|
(54
|
)
|
|
(138
|
)
|
||||||
Total
|
|
|
$
|
160
|
|
|
$
|
(265
|
)
|
|
$
|
14
|
|
|
|
|
|
|
$
|
(155
|
)
|
|
$
|
271
|
|
|
$
|
(7
|
)
|
|
|
|
|
|
|
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)
|
2016
|
|
2015
|
|
2014
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest-rate contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
Net interest revenue
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
Net interest revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Foreign exchange contracts
|
(39
|
)
|
|
55
|
|
|
126
|
|
|
Net interest revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Net interest revenue
|
|
24
|
|
|
10
|
|
|
6
|
|
|||||||||
Total
|
$
|
(39
|
)
|
|
$
|
55
|
|
|
$
|
124
|
|
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
|
|
$
|
24
|
|
|
$
|
10
|
|
|
$
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivatives designated as net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign exchange contracts
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Gains (Losses) related to investment securities, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Gains (Losses) related to investment securities, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Assets:
|
|
December 31, 2016
|
||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in Statement of Condition
|
||||||||||||
(In millions)
|
|
Gross Amounts of Recognized Assets
(1)(2)
|
|
Gross Amounts Offset in Statement of Condition
(3)
|
|
Net Amounts of Assets Presented in Statement of Condition
|
|
Cash and Securities Received
(5)
|
|
Net Amount
(6)
|
||||||||||
Derivatives:
|
|
|
|
|
|
|
||||||||||||||
Foreign exchange contracts
|
|
$
|
16,484
|
|
|
$
|
(8,257
|
)
|
|
$
|
8,227
|
|
|
|
|
$
|
8,227
|
|
||
Interest-rate contracts
|
|
68
|
|
|
(68
|
)
|
|
—
|
|
|
|
|
—
|
|
||||||
Cash collateral and securities netting
|
|
NA
|
|
|
(906
|
)
|
|
(906
|
)
|
|
$
|
(247
|
)
|
|
(1,153
|
)
|
||||
Total derivatives
|
|
16,552
|
|
|
(9,231
|
)
|
|
7,321
|
|
|
(247
|
)
|
|
7,074
|
|
|||||
Other financial instruments:
|
|
|
|
|
|
|
||||||||||||||
Resale agreements and securities borrowing
(4)
|
|
58,677
|
|
|
(35,517
|
)
|
|
23,160
|
|
|
(22,939
|
)
|
|
221
|
|
|||||
Total derivatives and other financial instruments
|
|
$
|
75,229
|
|
|
$
|
(44,748
|
)
|
|
$
|
30,481
|
|
|
$
|
(23,186
|
)
|
|
$
|
7,295
|
|
Assets:
|
|
December 31, 2015
|
||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in Statement of Condition
|
||||||||||||
(In millions)
|
|
Gross Amounts of Recognized Assets
(1)(2)
|
|
Gross Amounts Offset in Statement of Condition
(3)
|
|
Net Amounts of Assets Presented in Statement of Condition
|
|
Cash and Securities Received
(5)
|
|
Net Amount
(6)
|
||||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange contracts
|
|
$
|
11,316
|
|
|
$
|
(5,896
|
)
|
|
$
|
5,420
|
|
|
|
|
$
|
5,420
|
|
||
Interest-rate contracts
|
|
135
|
|
|
(5
|
)
|
|
130
|
|
|
|
|
130
|
|
||||||
Other derivative contracts
|
|
5
|
|
|
(2
|
)
|
|
3
|
|
|
|
|
3
|
|
||||||
Cash collateral and securities netting
|
|
NA
|
|
|
(776
|
)
|
|
(776
|
)
|
|
$
|
(405
|
)
|
|
(1,181
|
)
|
||||
Total derivatives
|
|
11,456
|
|
|
(6,679
|
)
|
|
4,777
|
|
|
(405
|
)
|
|
4,372
|
|
|||||
Other financial instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Resale agreements and securities borrowing
(4)
|
|
62,522
|
|
|
(38,997
|
)
|
|
23,525
|
|
|
(22,875
|
)
|
|
650
|
|
|||||
Total derivatives and other financial instruments
|
|
$
|
73,978
|
|
|
$
|
(45,676
|
)
|
|
$
|
28,302
|
|
|
$
|
(23,280
|
)
|
|
$
|
5,022
|
|
|
|
|
|
|
Liabilities:
|
|
December 31, 2016
|
||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in Statement of Condition
|
||||||||||||
(In millions)
|
|
Gross Amounts of Recognized Liabilities
(1)(2)
|
|
Gross Amounts Offset in Statement of Condition
(3)
|
|
Net Amounts of Liabilities Presented in Statement of Condition
|
|
Cash and Securities Provided
(5)
|
|
Net Amount
(6)
|
||||||||||
Derivatives:
|
|
|
|
|
|
|
||||||||||||||
Foreign exchange contracts
|
|
$
|
15,956
|
|
|
$
|
(8,253
|
)
|
|
$
|
7,703
|
|
|
|
|
$
|
7,703
|
|
||
Interest-rate contracts
|
|
348
|
|
|
(73
|
)
|
|
275
|
|
|
|
|
275
|
|
||||||
Other derivative contracts
|
|
380
|
|
|
—
|
|
|
380
|
|
|
|
|
380
|
|
||||||
Cash collateral and securities netting
|
|
NA
|
|
|
(2,356
|
)
|
|
(2,356
|
)
|
|
$
|
(180
|
)
|
|
(2,536
|
)
|
||||
Total derivatives
|
|
16,684
|
|
|
(10,682
|
)
|
|
6,002
|
|
|
(180
|
)
|
|
5,822
|
|
|||||
Other financial instruments:
|
|
|
|
|
|
|
|
|||||||||||||
Repurchase agreements and securities lending
(4)
|
|
44,933
|
|
|
(35,517
|
)
|
|
9,416
|
|
|
(7,059
|
)
|
|
2,357
|
|
|||||
Total derivatives and other financial instruments
|
|
$
|
61,617
|
|
|
$
|
(46,199
|
)
|
|
$
|
15,418
|
|
|
$
|
(7,239
|
)
|
|
$
|
8,179
|
|
Liabilities:
|
|
December 31, 2015
|
||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in Statement of Condition
|
||||||||||||
(In millions)
|
|
Gross Amounts of Recognized Liabilities
(1)(2)
|
|
Gross Amounts Offset in Statement of Condition
(3)
|
|
Net Amounts of Liabilities Presented in Statement of Condition
|
|
Cash and Securities Provided
(5)
|
|
Net Amount
(6)
|
||||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange contracts
|
|
$
|
10,868
|
|
|
$
|
(5,896
|
)
|
|
$
|
4,972
|
|
|
|
|
$
|
4,972
|
|
||
Interest-rate contracts
|
|
182
|
|
|
(5
|
)
|
|
177
|
|
|
|
|
177
|
|
||||||
Other derivative contracts
|
|
103
|
|
|
(2
|
)
|
|
101
|
|
|
|
|
101
|
|
||||||
Cash collateral and securities netting
|
|
NA
|
|
|
(1,118
|
)
|
|
(1,118
|
)
|
|
$
|
(64
|
)
|
|
(1,182
|
)
|
||||
Total derivatives
|
|
11,153
|
|
|
(7,021
|
)
|
|
4,132
|
|
|
(64
|
)
|
|
4,068
|
|
|||||
Other financial instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Resale agreements and securities lending
(4)
|
|
46,766
|
|
|
(38,997
|
)
|
|
7,769
|
|
|
(5,350
|
)
|
|
2,419
|
|
|||||
Total derivatives and other financial instruments
|
|
$
|
57,919
|
|
|
$
|
(46,018
|
)
|
|
$
|
11,901
|
|
|
$
|
(5,414
|
)
|
|
$
|
6,487
|
|
|
|
|
|
|
|
|
Remaining Contractual Maturity of the Agreements
|
||||||||||||||
|
|
As of December 31, 2016
|
||||||||||||||
(In millions)
|
|
Overnight and Continuous
|
|
Up to 30 days
|
|
30 – 90 days
|
|
Total
|
||||||||
Repurchase agreements:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and agency securities
|
|
$
|
35,509
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,509
|
|
Total
|
|
35,509
|
|
|
—
|
|
|
—
|
|
|
35,509
|
|
||||
Securities lending transactions:
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
|
53
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||
Equity securities
|
|
8,337
|
|
|
—
|
|
|
1,034
|
|
|
9,371
|
|
||||
Total
|
|
8,390
|
|
|
—
|
|
|
1,034
|
|
|
9,424
|
|
||||
Gross amount of recognized liabilities for repurchase agreements and securities lending
|
|
$
|
43,899
|
|
|
$
|
—
|
|
|
$
|
1,034
|
|
|
$
|
44,933
|
|
|
|
Remaining Contractual Maturity of the Agreements
|
||||||||||||||
|
|
As of December 31, 2015
|
||||||||||||||
(In millions)
|
|
Overnight and Continuous
|
|
Up to 30 days
|
|
30 – 90 days
|
|
Total
|
||||||||
Repurchase agreements:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and agency securities
|
|
$
|
37,157
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
37,162
|
|
Non-U.S. sovereign debt
|
|
—
|
|
|
97
|
|
|
—
|
|
|
97
|
|
||||
Total
|
|
37,157
|
|
|
102
|
|
|
—
|
|
|
37,259
|
|
||||
Securities lending transactions:
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Equity securities
|
|
8,502
|
|
|
—
|
|
|
1,002
|
|
|
9,504
|
|
||||
Non-U.S. sovereign debt
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Total
|
|
8,505
|
|
|
—
|
|
|
1,002
|
|
|
9,507
|
|
||||
Gross amount of recognized liabilities for repurchase agreements and securities lending
|
|
$
|
45,662
|
|
|
$
|
102
|
|
|
$
|
1,002
|
|
|
$
|
46,766
|
|
(In millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Commitments
(1)
:
|
|
|
|
||||
Unfunded credit facilities
|
$
|
28,154
|
|
|
$
|
26,570
|
|
|
|
|
|
||||
Guarantees
(2)
:
|
|
|
|
||||
Indemnified securities financing
|
$
|
360,452
|
|
|
$
|
320,436
|
|
Stable value protection
|
27,182
|
|
|
24,583
|
|
||
Standby letters of credit
|
3,459
|
|
|
4,700
|
|
|
|
(In millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Fair value of indemnified securities financing
|
$
|
360,452
|
|
|
$
|
320,436
|
|
Fair value of cash and securities held by us, as agent, as collateral for indemnified securities financing
|
377,919
|
|
|
335,420
|
|
||
Fair value of collateral for indemnified securities financing invested in indemnified repurchase agreements
|
60,003
|
|
|
63,055
|
|
||
Fair value of cash and securities held by us or our agents as collateral for investments in indemnified repurchase agreements
|
63,959
|
|
|
67,016
|
|
|
Issuance Date
|
|
Depositary Shares Issued
|
|
Ownership Interest per Depositary Share
|
|
Liquidation Preference Per Share
|
|
Liquidation Preference Per Depositary Share
|
|
Net Proceeds of Offering
(In millions)
|
|
Redemption Date
(1)
|
|||||||
Preferred Stock
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Series C
|
August 2012
|
|
20,000,000
|
|
|
1/4,000th
|
|
$
|
100,000
|
|
|
$
|
25
|
|
|
$
|
488
|
|
|
September 15, 2017
|
Series D
|
February 2014
|
|
30,000,000
|
|
|
1/4,000th
|
|
100,000
|
|
|
25
|
|
|
742
|
|
|
March 15, 2024
|
|||
Series E
|
November 2014
|
|
30,000,000
|
|
|
1/4,000th
|
|
100,000
|
|
|
25
|
|
|
728
|
|
|
December 15, 2019
|
|||
Series F
|
May 2015
|
|
750,000
|
|
|
1/100th
|
|
100,000
|
|
|
1,000
|
|
|
742
|
|
|
September 15, 2020
|
|||
Series G
|
April 2016
|
|
20,000,000
|
|
|
1/4,000th
|
|
100,000
|
|
|
25
|
|
|
493
|
|
|
March 15, 2026
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||
|
Dividends Declared per Share
|
|
Dividends Declared per Depositary Share
|
|
Total
(In millions)
|
|
Dividends Declared per Share
|
|
Dividends Declared per Depositary Share
|
|
Total
(In millions)
|
||||||||||||
Preferred Stock:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Series C
|
$
|
5,250
|
|
|
$
|
1.32
|
|
|
$
|
26
|
|
|
$
|
5,250
|
|
|
$
|
1.32
|
|
|
$
|
26
|
|
Series D
|
5,900
|
|
|
1.48
|
|
|
44
|
|
|
5,900
|
|
|
1.48
|
|
|
44
|
|
||||||
Series E
|
6,000
|
|
|
1.52
|
|
|
45
|
|
|
6,333
|
|
|
1.60
|
|
|
48
|
|
||||||
Series F
|
5,250
|
|
|
52.50
|
|
|
40
|
|
|
1,663
|
|
|
16.63
|
|
|
12
|
|
||||||
Series G
|
3,626
|
|
|
0.90
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
|
|
|
$
|
173
|
|
|
|
|
|
|
$
|
130
|
|
|
Shares Purchased
(In millions) |
|
Average Cost per Share
|
|
Total Purchased
(In millions) |
|||||
2016 Program
|
9.0
|
|
|
$
|
72.66
|
|
|
$
|
650
|
|
2015 Program
|
12.1
|
|
|
58.83
|
|
|
715
|
|
||
Total
|
21.1
|
|
|
$
|
64.70
|
|
|
$
|
1,365
|
|
|
Years Ended December 31,
|
||||||||||||||
|
Dividends Declared per Share
|
|
Total
(In millions)
|
|
Dividends Declared per Share
|
|
Total
(In millions)
|
||||||||
|
2016
|
|
2015
|
||||||||||||
Common Stock
|
$
|
1.44
|
|
|
$
|
559
|
|
|
$
|
1.32
|
|
|
$
|
536
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net unrealized gains on cash flow hedges
|
$
|
229
|
|
|
$
|
293
|
|
|
$
|
276
|
|
Net unrealized gains (losses) on available-for-sale securities portfolio
|
(225
|
)
|
|
9
|
|
|
273
|
|
|||
Net unrealized gains (losses) related to reclassified available-for-sale securities
|
25
|
|
|
(28
|
)
|
|
39
|
|
|||
Net unrealized gains (losses) on available-for-sale securities
|
(200
|
)
|
|
(19
|
)
|
|
312
|
|
|||
Net unrealized losses on available-for-sale securities designated in fair value hedges
|
(86
|
)
|
|
(109
|
)
|
|
(121
|
)
|
|||
Other-than-temporary impairment on available-for-sale securities related to factors other than credit
|
—
|
|
|
—
|
|
|
1
|
|
|||
Net unrealized gains (losses) on hedges of net investments in non-U.S. subsidiaries
|
95
|
|
|
(14
|
)
|
|
(14
|
)
|
|||
Other-than-temporary impairment on held-to-maturity securities related to factors other than credit
|
(9
|
)
|
|
(16
|
)
|
|
(29
|
)
|
|||
Net unrealized losses on retirement plans
|
(194
|
)
|
|
(183
|
)
|
|
(272
|
)
|
|||
Foreign currency translation
|
(1,875
|
)
|
|
(1,394
|
)
|
|
(660
|
)
|
|||
Total
|
$
|
(2,040
|
)
|
|
$
|
(1,442
|
)
|
|
$
|
(507
|
)
|
(In millions)
|
Net Unrealized Gains (Losses) on Cash Flow Hedges
|
|
Net Unrealized Gains (Losses) on Available-for-Sale Securities
|
|
Net Unrealized Losses on Hedges of Net Investments in Non-U.S. Subsidiaries
|
|
Other-Than-Temporary Impairment on Held-to-Maturity Securities
|
|
Net Unrealized Losses on Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||||||||||
Balance as of December 31, 2014
|
$
|
276
|
|
|
$
|
192
|
|
|
$
|
(14
|
)
|
|
$
|
(29
|
)
|
|
$
|
(272
|
)
|
|
$
|
(660
|
)
|
|
$
|
(507
|
)
|
Other comprehensive income (loss) before reclassifications
|
20
|
|
|
(314
|
)
|
|
—
|
|
|
15
|
|
|
1
|
|
|
(734
|
)
|
|
(1,012
|
)
|
|||||||
Amounts reclassified into (out of) earnings
|
(3
|
)
|
|
(6
|
)
|
|
—
|
|
|
(2
|
)
|
|
88
|
|
|
—
|
|
|
77
|
|
|||||||
Other comprehensive income (loss)
|
17
|
|
|
(320
|
)
|
|
—
|
|
|
13
|
|
|
89
|
|
|
(734
|
)
|
|
(935
|
)
|
|||||||
Balance as of December 31, 2015
|
$
|
293
|
|
|
$
|
(128
|
)
|
|
$
|
(14
|
)
|
|
$
|
(16
|
)
|
|
$
|
(183
|
)
|
|
$
|
(1,394
|
)
|
|
$
|
(1,442
|
)
|
Other comprehensive income (loss) before reclassifications
|
(64
|
)
|
|
(164
|
)
|
|
109
|
|
|
8
|
|
|
—
|
|
|
(478
|
)
|
|
(589
|
)
|
|||||||
Amounts reclassified into (out of) earnings
|
—
|
|
|
6
|
|
|
—
|
|
|
(1
|
)
|
|
(11
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|||||||
Other comprehensive income (loss)
|
(64
|
)
|
|
(158
|
)
|
|
109
|
|
|
7
|
|
|
(11
|
)
|
|
(481
|
)
|
|
(598
|
)
|
|||||||
Balance as of December 31, 2016
|
$
|
229
|
|
|
$
|
(286
|
)
|
|
$
|
95
|
|
|
$
|
(9
|
)
|
|
$
|
(194
|
)
|
|
$
|
(1,875
|
)
|
|
$
|
(2,040
|
)
|
|
Years Ended December 31,
|
|
|
||||||
|
2016
|
|
2015
|
|
|
||||
(In millions)
|
Amounts Reclassified into (out of) Earnings
|
|
Affected Line Item in Consolidated Statement of Income
|
||||||
Cash flow hedges:
|
|
|
|
|
|
||||
Interest-rate contracts, net of related taxes of $0 and $2, respectively
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
Net interest revenue
|
Available-for-sale securities:
|
|
|
|
|
|
||||
Net realized gains from sales of available-for-sale securities, net of related taxes of ($4) and $1, respectively
|
6
|
|
|
(6
|
)
|
|
Net gains (losses) from sales of available-for-sale securities
|
||
Held-to-maturity securities:
|
|
|
|
|
|
||||
Other-than-temporary impairment on held-to-maturity securities related to factors other than credit, net of related taxes of $1 and $0, respectively
|
(1
|
)
|
|
(2
|
)
|
|
Losses reclassified (from) to other comprehensive income
|
||
Retirement plans:
|
|
|
|
|
|
||||
Amortization of actuarial losses, net of related taxes of ($1) and ($51), respectively
|
(11
|
)
|
|
88
|
|
|
Compensation and employee benefits expenses
|
||
Foreign currency translation:
|
|
|
|
|
|
||||
Sales of non-U.S. entities, net of related taxes of ($2) and $0, respectively
|
(3
|
)
|
|
—
|
|
|
Processing fees and other revenue
|
||
Total reclassifications into (out of) AOCI
|
$
|
(9
|
)
|
|
$
|
77
|
|
|
|
|
|
|
State Street
|
|
State Street Bank
|
||||||||||||||||||||||||||||||
(In millions)
|
|
Basel III Advanced Approaches December 31, 2016
(1)
|
|
Basel III Standardized Approach December 31, 2016
(2)
|
|
Basel III Advanced Approaches December 31, 2015
(1)
|
|
Basel III Standardized Approach December 31, 2015
(2)
|
|
Basel III Advanced Approaches December 31, 2016
(1)
|
|
Basel III Standardized Approach December 31, 2016
(2)
|
|
Basel III Advanced Approaches December 31, 2015
(1)
|
|
Basel III Standardized Approach December 31, 2015
(2)
|
|||||||||||||||||||
Common shareholders' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Common stock and related surplus
|
$
|
10,286
|
|
|
$
|
10,286
|
|
|
$
|
10,250
|
|
|
$
|
10,250
|
|
|
$
|
11,376
|
|
|
$
|
11,376
|
|
|
$
|
10,938
|
|
|
$
|
10,938
|
|
||||
Retained earnings
|
|
17,459
|
|
|
17,459
|
|
|
16,049
|
|
|
16,049
|
|
|
12,285
|
|
|
12,285
|
|
|
10,655
|
|
|
10,655
|
|
|||||||||||
Accumulated other comprehensive income (loss)
|
(1,936
|
)
|
|
(1,936
|
)
|
|
(1,422
|
)
|
|
(1,422
|
)
|
|
(1,648
|
)
|
|
(1,648
|
)
|
|
(1,230
|
)
|
|
(1,230
|
)
|
||||||||||||
Treasury stock, at cost
|
|
(7,682
|
)
|
|
(7,682
|
)
|
|
(6,457
|
)
|
|
(6,457
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Total
|
|
|
18,127
|
|
|
18,127
|
|
|
18,420
|
|
|
18,420
|
|
|
22,013
|
|
|
22,013
|
|
|
20,363
|
|
|
20,363
|
|
||||||||||
Regulatory capital adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Goodwill and other intangible assets, net of associated deferred tax liabilities
(3)
|
(6,348
|
)
|
|
(6,348
|
)
|
|
(5,927
|
)
|
|
(5,927
|
)
|
|
(6,060
|
)
|
|
(6,060
|
)
|
|
(5,631
|
)
|
|
(5,631
|
)
|
||||||||||||
Other adjustments
|
|
(155
|
)
|
|
(155
|
)
|
|
(60
|
)
|
|
(60
|
)
|
|
(148
|
)
|
|
(148
|
)
|
|
(85
|
)
|
|
(85
|
)
|
|||||||||||
Common equity tier 1 capital
|
|
11,624
|
|
|
11,624
|
|
|
12,433
|
|
|
12,433
|
|
|
15,805
|
|
|
15,805
|
|
|
14,647
|
|
|
14,647
|
|
|||||||||||
Preferred stock
|
3,196
|
|
|
3,196
|
|
|
2,703
|
|
|
2,703
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Trust preferred capital securities subject to phase-out from tier 1 capital
|
—
|
|
|
—
|
|
|
237
|
|
|
237
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Other adjustments
|
|
(103
|
)
|
|
(103
|
)
|
|
(109
|
)
|
|
(109
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Tier 1 capital
|
14,717
|
|
|
14,717
|
|
|
15,264
|
|
|
15,264
|
|
|
15,805
|
|
|
15,805
|
|
|
14,647
|
|
|
14,647
|
|
||||||||||||
Qualifying subordinated long-term debt
|
1,172
|
|
|
1,172
|
|
|
1,358
|
|
|
1,358
|
|
|
1,179
|
|
|
1,179
|
|
|
1,371
|
|
|
1,371
|
|
||||||||||||
Trust preferred capital securities phased out of tier 1 capital
|
—
|
|
|
—
|
|
|
713
|
|
|
713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
ALLL and other
|
19
|
|
|
77
|
|
|
12
|
|
|
66
|
|
|
15
|
|
|
77
|
|
|
8
|
|
|
66
|
|
||||||||||||
Other adjustments
|
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Total capital
|
$
|
15,909
|
|
|
$
|
15,967
|
|
|
$
|
17,349
|
|
|
$
|
17,403
|
|
|
$
|
16,999
|
|
|
$
|
17,061
|
|
|
$
|
16,026
|
|
|
$
|
16,084
|
|
||||
Risk-weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Credit risk
|
|
|
$
|
50,900
|
|
|
$
|
98,125
|
|
|
$
|
51,733
|
|
|
$
|
93,515
|
|
|
$
|
47,383
|
|
|
$
|
94,413
|
|
|
$
|
47,677
|
|
|
$
|
89,164
|
|
||
Operational risk
(4)
|
44,579
|
|
|
NA
|
|
|
43,882
|
|
|
NA
|
|
|
44,043
|
|
|
NA
|
|
|
43,324
|
|
|
NA
|
|
||||||||||||
Market risk
(5)
|
3,822
|
|
|
1,751
|
|
|
3,937
|
|
|
2,378
|
|
|
3,822
|
|
|
1,751
|
|
|
3,939
|
|
|
2,378
|
|
||||||||||||
Total risk-weighted assets
|
|
$
|
99,301
|
|
|
$
|
99,876
|
|
|
$
|
99,552
|
|
|
$
|
95,893
|
|
|
$
|
95,248
|
|
|
$
|
96,164
|
|
|
$
|
94,940
|
|
|
$
|
91,542
|
|
|||
Adjusted quarterly average assets
|
$
|
226,310
|
|
|
$
|
226,310
|
|
|
$
|
221,880
|
|
|
$
|
221,880
|
|
|
$
|
222,584
|
|
|
$
|
222,584
|
|
|
$
|
217,358
|
|
|
$
|
217,358
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Capital Ratios:
|
2016 Minimum Requirements Including Capital Conservation Buffer and
G-SIB Surcharge
(6)
|
2015 Minimum Requirements
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Common equity tier 1 capital
|
5.5
|
%
|
4.5
|
%
|
11.7
|
%
|
|
11.6
|
%
|
|
12.5
|
%
|
|
13.0
|
%
|
|
16.6
|
%
|
|
16.4
|
%
|
|
15.4
|
%
|
|
16.0
|
%
|
||||||||
Tier 1 capital
|
7.0
|
|
6.0
|
|
14.8
|
|
|
14.7
|
|
|
15.3
|
|
|
15.9
|
|
|
16.6
|
|
|
16.4
|
|
|
15.4
|
|
|
16.0
|
|
||||||||
Total capital
|
9.0
|
|
8.0
|
|
16.0
|
|
|
16.0
|
|
|
17.4
|
|
|
18.1
|
|
|
17.8
|
|
|
17.7
|
|
|
16.9
|
|
|
17.6
|
|
||||||||
Tier 1 leverage
|
4.0
|
|
4.0
|
|
6.5
|
|
|
6.5
|
|
|
6.9
|
|
|
6.9
|
|
|
7.1
|
|
|
7.1
|
|
|
6.7
|
|
|
6.7
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Interest revenue:
|
|
|
|
|
|
||||||
Deposits with banks
|
$
|
126
|
|
|
$
|
208
|
|
|
$
|
196
|
|
Investment securities:
|
|
|
|
|
|
||||||
U.S. Treasury and federal agencies
|
821
|
|
|
735
|
|
|
672
|
|
|||
State and political subdivisions
|
224
|
|
|
227
|
|
|
231
|
|
|||
Other investments
|
756
|
|
|
934
|
|
|
1,241
|
|
|||
Securities purchased under resale agreements
|
146
|
|
|
62
|
|
|
38
|
|
|||
Loans and leases
|
378
|
|
|
311
|
|
|
266
|
|
|||
Other interest-earning assets
|
61
|
|
|
11
|
|
|
8
|
|
|||
Total interest revenue
|
2,512
|
|
|
2,488
|
|
|
2,652
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Deposits
|
85
|
|
|
97
|
|
|
99
|
|
|||
Securities sold under repurchase agreements
|
1
|
|
|
—
|
|
|
—
|
|
|||
Short-term borrowings
|
7
|
|
|
7
|
|
|
5
|
|
|||
Long-term debt
|
260
|
|
|
250
|
|
|
245
|
|
|||
Other interest-bearing liabilities
|
75
|
|
|
46
|
|
|
43
|
|
|||
Total interest expense
|
428
|
|
|
400
|
|
|
392
|
|
|||
Net interest revenue
|
$
|
2,084
|
|
|
$
|
2,088
|
|
|
$
|
2,260
|
|
|
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, 2014
|
1,861
|
|
|
$
|
74.12
|
|
|
|
|
|
||
Exercised
|
(398
|
)
|
|
62.63
|
|
|
|
|
|
|||
Forfeited or expired
|
(257
|
)
|
|
81.71
|
|
|
|
|
|
|||
Outstanding as of December 31, 2015
|
1,206
|
|
|
76.29
|
|
|
|
|
|
|||
Exercised
|
(227
|
)
|
|
70.59
|
|
|
|
|
|
|||
Forfeited or expired
|
(24
|
)
|
|
81.71
|
|
|
|
|
|
|||
Outstanding and exercisable as of December 31, 2016
(1)
|
955
|
|
|
$
|
77.52
|
|
|
0.7
|
|
$
|
2.6
|
|
|
|
|
|
|
Shares
(In thousands)
|
|
Weighted-Average
Grant Date Fair
Value
|
|||
Restricted Stock Awards:
|
|
|
||||
Outstanding as of December 31, 2014
|
31
|
|
|
$
|
41.27
|
|
Vested
|
(31
|
)
|
|
41.22
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding as of December 31, 2015
(1)
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
Shares
(In thousands)
|
|
Weighted-Average
Grant Date Fair
Value
|
|||
Deferred Stock Awards:
|
|
|
|
|||
Outstanding as of December 31, 2014
|
12,431
|
|
|
$
|
51.47
|
|
Granted
|
3,461
|
|
|
72.98
|
|
|
Vested
|
(6,910
|
)
|
|
49.17
|
|
|
Forfeited
|
(246
|
)
|
|
59.22
|
|
|
Outstanding as of December 31, 2015
|
8,736
|
|
|
61.59
|
|
|
Granted
|
4,336
|
|
|
52.49
|
|
|
Vested
|
(4,897
|
)
|
|
56.18
|
|
|
Forfeited
|
(361
|
)
|
|
60.12
|
|
|
Outstanding as of December 31, 2016
|
7,814
|
|
|
$
|
60.01
|
|
|
Shares
(In thousands)
|
|
Weighted-Average
Grant Date Fair
Value
|
|||
Performance Awards:
|
|
|
|
|||
Outstanding as of December 31, 2014
|
1,627
|
|
|
$
|
49.46
|
|
Granted
|
400
|
|
|
72.24
|
|
|
Forfeited
|
(1
|
)
|
|
41.02
|
|
|
Paid out
|
(861
|
)
|
|
45.09
|
|
|
Outstanding as of December 31, 2015
|
1,165
|
|
|
60.45
|
|
|
Granted
|
506
|
|
|
50.81
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Paid out
|
(424
|
)
|
|
49.27
|
|
|
Outstanding as of December 31, 2016
|
1,247
|
|
|
$
|
60.37
|
|
(In millions)
|
Capital
Leases
|
|
Operating
Leases
|
|
Total
|
||||||
2017
|
$
|
57
|
|
|
$
|
205
|
|
|
$
|
262
|
|
2018
|
53
|
|
|
185
|
|
|
238
|
|
|||
2019
|
46
|
|
|
138
|
|
|
184
|
|
|||
2020
|
45
|
|
|
123
|
|
|
168
|
|
|||
2021
|
45
|
|
|
118
|
|
|
163
|
|
|||
Thereafter
|
79
|
|
|
380
|
|
|
459
|
|
|||
Total minimum lease payments
|
325
|
|
|
$
|
1,149
|
|
|
$
|
1,474
|
|
|
Less amount representing interest payments
|
(76
|
)
|
|
|
|
|
|||||
Present value of minimum lease payments
|
$
|
249
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Insurance
|
$
|
93
|
|
|
$
|
126
|
|
|
$
|
80
|
|
Regulatory fees and assessments
|
82
|
|
|
115
|
|
|
74
|
|
|||
Litigation
|
50
|
|
|
422
|
|
|
173
|
|
|||
Securities processing
|
42
|
|
|
79
|
|
|
68
|
|
|||
Other
|
317
|
|
|
276
|
|
|
356
|
|
|||
Total other expenses
|
$
|
584
|
|
|
$
|
1,018
|
|
|
$
|
751
|
|
(In millions)
|
Employee
Related Costs |
|
Real Estate
Consolidation |
|
Asset and Other Write-offs
|
|
Total
|
||||||||
Balance at December 31, 2013
|
$
|
52
|
|
|
$
|
47
|
|
|
$
|
7
|
|
|
$
|
106
|
|
Accruals for Business Operations and IT
|
32
|
|
|
22
|
|
|
21
|
|
|
75
|
|
||||
Payments and other adjustments
|
(45
|
)
|
|
(46
|
)
|
|
(21
|
)
|
|
(112
|
)
|
||||
Balance at December 31, 2014
|
$
|
39
|
|
|
$
|
23
|
|
|
$
|
7
|
|
|
$
|
69
|
|
Accruals for Business Operations and IT
|
(5
|
)
|
|
(3
|
)
|
|
13
|
|
|
5
|
|
||||
Payments and other adjustments
|
(25
|
)
|
|
(9
|
)
|
|
(17
|
)
|
|
(51
|
)
|
||||
Balance at December 31, 2015
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
3
|
|
|
$
|
23
|
|
Accruals for Business Operations and IT
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Accruals for State Street Beacon
|
94
|
|
|
18
|
|
|
30
|
|
|
142
|
|
||||
Payments and other adjustments
|
(64
|
)
|
|
(12
|
)
|
|
(31
|
)
|
|
(107
|
)
|
||||
Balance at December 31, 2016
|
$
|
37
|
|
|
$
|
17
|
|
|
$
|
2
|
|
|
$
|
56
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(14
|
)
|
|
$
|
52
|
|
|
$
|
59
|
|
State
|
30
|
|
|
92
|
|
|
39
|
|
|||
Non-U.S.
|
320
|
|
|
342
|
|
|
257
|
|
|||
Total current expense
|
336
|
|
|
486
|
|
|
355
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(311
|
)
|
|
(39
|
)
|
|
38
|
|
|||
State
|
38
|
|
|
40
|
|
|
10
|
|
|||
Non-U.S.
|
(85
|
)
|
|
(169
|
)
|
|
12
|
|
|||
Total deferred (benefit) expense
|
(358
|
)
|
|
(168
|
)
|
|
60
|
|
|||
Total income tax expense (benefit)
|
$
|
(22
|
)
|
|
$
|
318
|
|
|
$
|
415
|
|
|
2016
|
|
2015
|
|
2014
|
|||
U.S. federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Changes from statutory rate:
|
|
|
|
|
|
|||
State taxes, net of federal benefit
|
2.0
|
|
|
4.2
|
|
|
1.5
|
|
Tax-exempt income
|
(6.1
|
)
|
|
(5.6
|
)
|
|
(5.1
|
)
|
Business tax credits
(1)
|
(13.6
|
)
|
|
(9.4
|
)
|
|
(6.8
|
)
|
Foreign tax differential
|
(7.7
|
)
|
|
(9.6
|
)
|
|
(8.5
|
)
|
Foreign designated earnings
|
(6.8
|
)
|
|
—
|
|
|
—
|
|
Foreign capital transactions
|
(4.3
|
)
|
|
—
|
|
|
—
|
|
Tax refund
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
Litigation expense
|
1.4
|
|
|
2.7
|
|
|
1.3
|
|
Other, net
|
(0.9
|
)
|
|
(0.7
|
)
|
|
(0.3
|
)
|
Effective tax rate
|
(1.0
|
)%
|
|
13.8
|
%
|
|
17.1
|
%
|
|
|
(In millions)
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Unrealized losses on investment securities, net
|
$
|
157
|
|
|
$
|
57
|
|
Deferred compensation
|
285
|
|
|
167
|
|
||
Defined benefit pension plan
|
116
|
|
|
143
|
|
||
Restructuring charges and other reserves
|
199
|
|
|
383
|
|
||
Foreign currency translation
|
225
|
|
|
155
|
|
||
Tax credit carryforwards
|
425
|
|
|
—
|
|
||
Other
|
105
|
|
|
32
|
|
||
Total deferred tax assets
|
1,512
|
|
|
937
|
|
||
Valuation allowance for deferred tax assets
|
(66
|
)
|
|
(27
|
)
|
||
Deferred tax assets, net of valuation allowance
|
$
|
1,446
|
|
|
$
|
910
|
|
Deferred tax liabilities:
|
|
|
|
||||
Leveraged lease financing
|
$
|
313
|
|
|
$
|
334
|
|
Fixed and intangible assets
|
886
|
|
|
804
|
|
||
Non-U.S. earnings
|
164
|
|
|
265
|
|
||
Other
|
120
|
|
|
121
|
|
||
Total deferred tax liabilities
|
$
|
1,483
|
|
|
$
|
1,524
|
|
(In millions)
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
63
|
|
|
$
|
163
|
|
Decrease related to agreements with tax authorities
|
(13
|
)
|
|
(122
|
)
|
||
Increase related to tax positions taken during current year
|
7
|
|
|
8
|
|
||
Increase related to tax positions taken during prior year
|
14
|
|
|
14
|
|
||
Ending balance
|
$
|
71
|
|
|
$
|
63
|
|
|
Years Ended December 31,
|
||||||||||
(Dollars in millions, except per share amounts)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
2,143
|
|
|
$
|
1,980
|
|
|
$
|
2,022
|
|
Less:
|
|
|
|
|
|
||||||
Preferred stock dividends
|
(173
|
)
|
|
(130
|
)
|
|
(61
|
)
|
|||
Dividends and undistributed earnings allocated to participating securities
(1)
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Net income available to common shareholders
|
$
|
1,968
|
|
|
$
|
1,848
|
|
|
$
|
1,958
|
|
Average common shares outstanding (In thousands):
|
|
|
|
|
|
||||||
Basic average common shares
|
391,485
|
|
|
407,856
|
|
|
424,223
|
|
|||
Effect of dilutive securities: common stock options and common stock awards
|
4,605
|
|
|
5,782
|
|
|
7,784
|
|
|||
Diluted average common shares
|
396,090
|
|
|
413,638
|
|
|
432,007
|
|
|||
Anti-dilutive securities
(2)
|
2,143
|
|
|
661
|
|
|
1,498
|
|
|||
Earnings per Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
5.03
|
|
|
$
|
4.53
|
|
|
$
|
4.62
|
|
Diluted
(3)
|
4.97
|
|
|
4.47
|
|
|
4.53
|
|
|
|
•
|
Net acquisition and restructuring costs of
$209 million
; and
|
•
|
Net severance cost adjustments associated with staffing realignment of
$(10) million
.
|
•
|
Net acquisition and restructuring costs of
$25 million
; and
|
•
|
Net severance costs associated with staffing realignment of
$73 million
.
|
•
|
Net acquisition and restructuring costs of
$133 million
;
|
•
|
Net severance costs associated with staffing realignment of
$84 million
; and
|
•
|
Net provisions for litigation exposure and other costs of
$2 million
.
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Investment
Servicing |
|
Investment
Management |
|
Other
|
|
Total
|
||||||||||||||||||||||||||||||||||||||||
(Dollars in millions, except where otherwise noted)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||
Servicing fees
|
$
|
5,073
|
|
|
$
|
5,153
|
|
|
$
|
5,108
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,073
|
|
|
$
|
5,153
|
|
|
$
|
5,108
|
|
Management fees
|
—
|
|
|
—
|
|
|
—
|
|
|
1,292
|
|
|
1,174
|
|
|
1,207
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,292
|
|
|
1,174
|
|
|
1,207
|
|
||||||||||||
Trading services
|
1,052
|
|
|
1,108
|
|
|
1,039
|
|
|
47
|
|
|
38
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,099
|
|
|
1,146
|
|
|
1,084
|
|
||||||||||||
Securities finance
|
562
|
|
|
496
|
|
|
437
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
562
|
|
|
496
|
|
|
437
|
|
||||||||||||
Processing fees and other
|
105
|
|
|
325
|
|
|
179
|
|
|
(15
|
)
|
|
(16
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|
309
|
|
|
174
|
|
||||||||||||
Total fee revenue
|
6,792
|
|
|
7,082
|
|
|
6,763
|
|
|
1,324
|
|
|
1,196
|
|
|
1,247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,116
|
|
|
8,278
|
|
|
8,010
|
|
||||||||||||
Net interest revenue
|
2,081
|
|
|
2,086
|
|
|
2,245
|
|
|
3
|
|
|
2
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,084
|
|
|
2,088
|
|
|
2,260
|
|
||||||||||||
Gains (losses) related to investment securities, net
|
7
|
|
|
(6
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
(6
|
)
|
|
4
|
|
||||||||||||
Total revenue
|
8,880
|
|
|
9,162
|
|
|
9,012
|
|
|
1,327
|
|
|
1,198
|
|
|
1,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,207
|
|
|
10,360
|
|
|
10,274
|
|
||||||||||||
Provision for loan losses
|
10
|
|
|
12
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
12
|
|
|
10
|
|
||||||||||||
Total expenses
|
6,660
|
|
|
6,990
|
|
|
6,648
|
|
|
1,218
|
|
|
962
|
|
|
960
|
|
|
199
|
|
|
98
|
|
|
219
|
|
|
8,077
|
|
|
8,050
|
|
|
7,827
|
|
||||||||||||
Income before income tax expense
|
$
|
2,210
|
|
|
$
|
2,160
|
|
|
$
|
2,354
|
|
|
$
|
109
|
|
|
$
|
236
|
|
|
$
|
302
|
|
|
$
|
(199
|
)
|
|
$
|
(98
|
)
|
|
$
|
(219
|
)
|
|
$
|
2,120
|
|
|
$
|
2,298
|
|
|
$
|
2,437
|
|
Pre-tax margin
|
25
|
%
|
|
24
|
%
|
|
26
|
%
|
|
8
|
%
|
|
20
|
%
|
|
24
|
%
|
|
|
|
|
|
|
|
21
|
%
|
|
22
|
%
|
|
24
|
%
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Average assets (in billions)
|
$
|
225.3
|
|
|
$
|
246.6
|
|
|
$
|
234.2
|
|
|
$
|
4.4
|
|
|
$
|
3.9
|
|
|
$
|
3.9
|
|
|
|
|
|
|
|
|
$
|
229.7
|
|
|
$
|
250.5
|
|
|
$
|
238.1
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
(In millions)
|
Non-U.S.
|
|
U.S.
|
|
Total
|
|
Non-U.S.
|
|
U.S.
|
|
Total
|
|
Non-U.S.
|
|
U.S.
|
|
Total
|
||||||||||||||||||
Total revenue
|
$
|
4,419
|
|
|
$
|
5,788
|
|
|
$
|
10,207
|
|
|
$
|
4,428
|
|
|
$
|
5,932
|
|
|
$
|
10,360
|
|
|
$
|
4,644
|
|
|
$
|
5,630
|
|
|
$
|
10,274
|
|
Income before income taxes
|
1,047
|
|
|
1,073
|
|
|
2,120
|
|
|
1,193
|
|
|
1,105
|
|
|
2,298
|
|
|
1,343
|
|
|
1,094
|
|
|
2,437
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash dividends from consolidated banking subsidiary
|
$
|
640
|
|
|
$
|
585
|
|
|
$
|
1,470
|
|
Cash dividends from consolidated non-banking subsidiaries and unconsolidated entities
|
75
|
|
|
171
|
|
|
138
|
|
|||
Other, net
|
92
|
|
|
73
|
|
|
63
|
|
|||
Total revenue
|
807
|
|
|
829
|
|
|
1,671
|
|
|||
Interest expense
|
249
|
|
|
209
|
|
|
193
|
|
|||
Other expenses
|
107
|
|
|
310
|
|
|
55
|
|
|||
Total expenses
|
356
|
|
|
519
|
|
|
248
|
|
|||
Income tax benefit
|
(47
|
)
|
|
(186
|
)
|
|
(83
|
)
|
|||
Income before equity in undistributed income of consolidated subsidiaries and unconsolidated entities
|
498
|
|
|
496
|
|
|
1,506
|
|
|||
Equity in undistributed income of consolidated subsidiaries and unconsolidated entities:
|
|
|
|
|
|
||||||
Consolidated banking subsidiary
|
1,629
|
|
|
1,384
|
|
|
360
|
|
|||
Consolidated non-banking subsidiaries and unconsolidated entities
|
16
|
|
|
100
|
|
|
156
|
|
|||
Net income
|
$
|
2,143
|
|
|
$
|
1,980
|
|
|
$
|
2,022
|
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
||||
Interest-bearing deposits with consolidated banking subsidiary
|
$
|
3,635
|
|
|
$
|
5,735
|
|
Trading account assets
|
325
|
|
|
308
|
|
||
Investment securities available-for-sale
|
39
|
|
|
35
|
|
||
Investments in subsidiaries:
|
|
|
|
||||
Consolidated banking subsidiary
|
22,147
|
|
|
20,584
|
|
||
Consolidated non-banking subsidiaries
|
2,687
|
|
|
2,816
|
|
||
Unconsolidated entities
|
297
|
|
|
315
|
|
||
Notes and other receivables from:
|
|
|
|
||||
Consolidated banking subsidiary
|
2,743
|
|
|
1,558
|
|
||
Consolidated non-banking subsidiaries and unconsolidated entities
|
126
|
|
|
275
|
|
||
Other assets
|
461
|
|
|
478
|
|
||
Total assets
|
$
|
32,460
|
|
|
$
|
32,104
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accrued expenses and other liabilities
|
$
|
514
|
|
|
$
|
643
|
|
Long-term debt
|
10,727
|
|
|
10,326
|
|
||
Total liabilities
|
11,241
|
|
|
10,969
|
|
||
Shareholders’ equity
|
21,219
|
|
|
21,135
|
|
||
Total liabilities and shareholders’ equity
|
$
|
32,460
|
|
|
$
|
32,104
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
$
|
417
|
|
|
$
|
926
|
|
|
$
|
1,767
|
|
Investing Activities:
|
|
|
|
|
|
||||||
Net decrease (increase) in interest-bearing deposits with consolidated banking subsidiary
|
2,100
|
|
|
295
|
|
|
(1,610
|
)
|
|||
Investments in consolidated banking and non-banking subsidiaries
|
(7,600
|
)
|
|
(7,959
|
)
|
|
(1,142
|
)
|
|||
Sale or repayment of investment in consolidated banking and non-banking subsidiaries
|
6,703
|
|
|
7,891
|
|
|
1,011
|
|
|||
Business acquisitions
|
(395
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
808
|
|
|
227
|
|
|
(1,741
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Net increase (decrease) in commercial paper
|
—
|
|
|
(2,485
|
)
|
|
667
|
|
|||
Proceeds from issuance of long-term debt, net of issuance costs
|
1,492
|
|
|
2,983
|
|
|
994
|
|
|||
Payments for long-term debt
|
(1,000
|
)
|
|
—
|
|
|
(750
|
)
|
|||
Proceeds from issuance of preferred stock, net of issuance costs
|
493
|
|
|
742
|
|
|
1,470
|
|
|||
Proceeds from exercises of common stock options
|
—
|
|
|
4
|
|
|
14
|
|
|||
Purchases of common stock
|
(1,365
|
)
|
|
(1,520
|
)
|
|
(1,650
|
)
|
|||
Repurchases of common stock for employee tax withholding
|
(122
|
)
|
|
(222
|
)
|
|
(232
|
)
|
|||
Payments for cash dividends
|
(723
|
)
|
|
(655
|
)
|
|
(539
|
)
|
|||
Net cash used in financing activities
|
(1,225
|
)
|
|
(1,153
|
)
|
|
(26
|
)
|
|||
Net change
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and due from banks at beginning of year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and due from banks at end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
|||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||||
(Dollars in millions; fully
taxable-equivalent basis)
|
Average
Balance
|
|
Interest
|
|
Average
Rate
|
|
Average
Balance
|
|
Interest
|
|
Average
Rate
|
|
Average
Balance
|
|
Interest
|
|
Average
Rate
|
|||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits with U.S. banks
|
$
|
19,639
|
|
|
$
|
102
|
|
|
.52
|
%
|
|
$
|
52,135
|
|
|
$
|
136
|
|
|
.26
|
%
|
|
$
|
45,158
|
|
|
$
|
115
|
|
|
.25
|
%
|
Interest-bearing deposits with non-U.S. banks
|
33,452
|
|
|
24
|
|
|
.07
|
|
|
17,618
|
|
|
72
|
|
|
.41
|
|
|
10,195
|
|
|
81
|
|
|
.80
|
|
||||||
Securities purchased under resale agreements
|
2,558
|
|
|
146
|
|
|
5.70
|
|
|
3,233
|
|
|
62
|
|
|
1.92
|
|
|
4,077
|
|
|
38
|
|
|
.94
|
|
||||||
Trading account assets
|
921
|
|
|
—
|
|
|
—
|
|
|
1,194
|
|
|
1
|
|
|
.08
|
|
|
959
|
|
|
1
|
|
|
.13
|
|
||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. Treasury and federal agencies
(1)
|
46,551
|
|
|
821
|
|
|
1.76
|
|
|
40,056
|
|
|
735
|
|
|
1.84
|
|
|
32,481
|
|
|
672
|
|
|
2.07
|
|
||||||
State and political subdivisions
(1)
|
10,326
|
|
|
385
|
|
|
3.73
|
|
|
10,481
|
|
|
399
|
|
|
3.81
|
|
|
10,619
|
|
|
404
|
|
|
3.81
|
|
||||||
Other investments
|
43,861
|
|
|
756
|
|
|
1.72
|
|
|
55,074
|
|
|
935
|
|
|
1.70
|
|
|
73,709
|
|
|
1,241
|
|
|
1.68
|
|
||||||
Loans
|
18,136
|
|
|
354
|
|
|
1.95
|
|
|
17,007
|
|
|
276
|
|
|
1.62
|
|
|
14,838
|
|
|
231
|
|
|
1.56
|
|
||||||
Lease financing
(1)
|
877
|
|
|
30
|
|
|
3.44
|
|
|
941
|
|
|
35
|
|
|
3.74
|
|
|
1,074
|
|
|
35
|
|
|
3.26
|
|
||||||
Other interest-earning assets
|
22,863
|
|
|
61
|
|
|
.27
|
|
|
22,717
|
|
|
10
|
|
|
.04
|
|
|
15,944
|
|
|
7
|
|
|
.05
|
|
||||||
Total interest-earning assets
(1)
|
199,184
|
|
|
2,679
|
|
|
1.34
|
|
|
220,456
|
|
|
2,661
|
|
|
1.21
|
|
|
209,054
|
|
|
2,825
|
|
|
1.36
|
|
||||||
Cash and due from banks
|
3,157
|
|
|
|
|
|
|
2,460
|
|
|
|
|
|
|
4,139
|
|
|
|
|
|
||||||||||||
Other assets
|
27,386
|
|
|
|
|
|
|
27,516
|
|
|
|
|
|
|
24,908
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
229,727
|
|
|
|
|
|
|
$
|
250,432
|
|
|
|
|
|
|
$
|
238,101
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Liabilities and shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Time
|
$
|
19,223
|
|
|
$
|
125
|
|
|
.65
|
%
|
|
$
|
20,758
|
|
|
$
|
44
|
|
|
.21
|
%
|
|
$
|
7,254
|
|
|
$
|
15
|
|
|
.20
|
%
|
Savings
|
10,884
|
|
|
7
|
|
|
.06
|
|
|
10,061
|
|
|
7
|
|
|
.07
|
|
|
14,042
|
|
|
6
|
|
|
.04
|
|
||||||
Non-U.S.
|
95,551
|
|
|
(47
|
)
|
|
(.05
|
)
|
|
102,491
|
|
|
46
|
|
|
.05
|
|
|
109,003
|
|
|
78
|
|
|
.07
|
|
||||||
Total interest-bearing deposits
|
125,658
|
|
|
85
|
|
|
.07
|
|
|
133,310
|
|
|
97
|
|
|
.07
|
|
|
130,299
|
|
|
99
|
|
|
.08
|
|
||||||
Securities sold under repurchase agreements
|
4,113
|
|
|
1
|
|
|
.02
|
|
|
8,875
|
|
|
1
|
|
|
.01
|
|
|
8,817
|
|
|
—
|
|
|
—
|
|
||||||
Federal funds purchased
|
31
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
||||||
Other short-term borrowings
|
1,666
|
|
|
7
|
|
|
.40
|
|
|
3,826
|
|
|
6
|
|
|
.15
|
|
|
4,177
|
|
|
5
|
|
|
.12
|
|
||||||
Long-term debt
|
11,401
|
|
|
260
|
|
|
2.29
|
|
|
10,301
|
|
|
250
|
|
|
2.43
|
|
|
9,282
|
|
|
245
|
|
|
2.64
|
|
||||||
Other interest-bearing liabilities
|
5,394
|
|
|
75
|
|
|
1.39
|
|
|
6,471
|
|
|
46
|
|
|
.71
|
|
|
7,351
|
|
|
43
|
|
|
.59
|
|
||||||
Total interest-bearing liabilities
|
148,263
|
|
|
428
|
|
|
.29
|
|
|
162,804
|
|
|
400
|
|
|
.25
|
|
|
159,946
|
|
|
392
|
|
|
.25
|
|
||||||
Non-interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Special time
|
32,589
|
|
|
|
|
|
|
34,774
|
|
|
|
|
|
|
5,862
|
|
|
|
|
|
||||||||||||
Demand
|
12,107
|
|
|
|
|
|
|
16,746
|
|
|
|
|
|
|
37,900
|
|
|
|
|
|
||||||||||||
Non-U.S.
(2)
|
131
|
|
|
|
|
|
|
155
|
|
|
|
|
|
|
279
|
|
|
|
|
|
||||||||||||
Other liabilities
|
14,742
|
|
|
|
|
|
|
14,626
|
|
|
|
|
|
|
12,935
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
21,895
|
|
|
|
|
|
|
21,327
|
|
|
|
|
|
|
21,179
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
$
|
229,727
|
|
|
|
|
|
|
$
|
250,432
|
|
|
|
|
|
|
$
|
238,101
|
|
|
|
|
|
|||||||||
Net interest revenue, fully taxable-equivalent basis
|
|
|
$
|
2,251
|
|
|
|
|
|
|
$
|
2,261
|
|
|
|
|
|
|
$
|
2,433
|
|
|
|
|||||||||
Excess of rate earned over rate paid
|
|
|
|
|
1.05
|
%
|
|
|
|
|
|
.96
|
%
|
|
|
|
|
|
1.11
|
%
|
||||||||||||
Net interest margin
(3)
|
|
|
|
|
1.13
|
|
|
|
|
|
|
1.03
|
|
|
|
|
|
|
1.16
|
|
|
|
|
|
(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
$167 million
,
$173 million
and
$173 million
for the years ended
December 31, 2016
,
2015
and
2014
, respectively, and were substantially related to tax-exempt securities (state and political subdivisions).
|
(2)
|
Non-U.S. non-interest-bearing deposits were
$337 million
,
$95 million
and
$180 million
as of
December 31, 2016
,
2015
and
2014
, respectively.
|
(3)
|
Net interest margin is calculated by dividing fully taxable-equivalent net interest revenue by average total interest-earning assets.
|
Years Ended December 31,
|
2016 Compared to 2015
|
|
2015 Compared to 2014
|
||||||||||||||||||||
(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 U.S. banks
|
$
|
(84
|
)
|
|
$
|
50
|
|
|
$
|
(34
|
)
|
|
$
|
17
|
|
|
$
|
4
|
|
|
$
|
21
|
|
Interest-bearing deposits with non-U.S. banks
|
65
|
|
|
(113
|
)
|
|
(48
|
)
|
|
59
|
|
|
(68
|
)
|
|
(9
|
)
|
||||||
Securities purchased under resale agreements
|
(13
|
)
|
|
97
|
|
|
84
|
|
|
(8
|
)
|
|
32
|
|
|
24
|
|
||||||
Trading account assets
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and federal agencies
|
120
|
|
|
(34
|
)
|
|
86
|
|
|
157
|
|
|
(94
|
)
|
|
63
|
|
||||||
State and political subdivisions
|
(6
|
)
|
|
(8
|
)
|
|
(14
|
)
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Other investments
|
(191
|
)
|
|
12
|
|
|
(179
|
)
|
|
(313
|
)
|
|
7
|
|
|
(306
|
)
|
||||||
Loans
|
18
|
|
|
60
|
|
|
78
|
|
|
34
|
|
|
11
|
|
|
45
|
|
||||||
Lease financing
|
(2
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
4
|
|
|
—
|
|
||||||
Other interest-earning assets
|
—
|
|
|
51
|
|
|
51
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Total interest-earning assets
|
(93
|
)
|
|
111
|
|
|
18
|
|
|
(60
|
)
|
|
(104
|
)
|
|
(164
|
)
|
||||||
Interest expense related to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Time
|
(3
|
)
|
|
84
|
|
|
81
|
|
|
27
|
|
|
2
|
|
|
29
|
|
||||||
Savings
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
3
|
|
|
1
|
|
||||||
Non-U.S.
|
(3
|
)
|
|
(90
|
)
|
|
(93
|
)
|
|
(5
|
)
|
|
(27
|
)
|
|
(32
|
)
|
||||||
Securities sold under repurchase agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Federal funds purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other short-term borrowings
|
(3
|
)
|
|
4
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Long-term debt
|
27
|
|
|
(17
|
)
|
|
10
|
|
|
27
|
|
|
(22
|
)
|
|
5
|
|
||||||
Other interest-bearing liabilities
|
(8
|
)
|
|
37
|
|
|
29
|
|
|
(5
|
)
|
|
8
|
|
|
3
|
|
||||||
Total interest-bearing liabilities
|
11
|
|
|
17
|
|
|
28
|
|
|
42
|
|
|
(34
|
)
|
|
8
|
|
||||||
Net interest revenue
|
$
|
(104
|
)
|
|
$
|
94
|
|
|
$
|
(10
|
)
|
|
$
|
(102
|
)
|
|
$
|
(70
|
)
|
|
$
|
(172
|
)
|
|
2016 Quarters
|
|
2015 Quarters
|
||||||||||||||||||||||||||||
(Dollars in millions,
except per share amounts; shares in thousands)
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||||||||||
Total fee revenue
|
$
|
2,014
|
|
|
$
|
2,079
|
|
|
$
|
2,053
|
|
|
$
|
1,970
|
|
|
$
|
2,044
|
|
|
$
|
2,103
|
|
|
$
|
2,076
|
|
|
$
|
2,055
|
|
Interest revenue
|
616
|
|
|
647
|
|
|
620
|
|
|
629
|
|
|
603
|
|
|
614
|
|
|
629
|
|
|
642
|
|
||||||||
Interest expense
|
102
|
|
|
110
|
|
|
99
|
|
|
117
|
|
|
109
|
|
|
101
|
|
|
94
|
|
|
96
|
|
||||||||
Net interest revenue
|
514
|
|
|
537
|
|
|
521
|
|
|
512
|
|
|
494
|
|
|
513
|
|
|
535
|
|
|
546
|
|
||||||||
Gains (losses) related to investment securities, net
|
2
|
|
|
4
|
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
|
(1
|
)
|
||||||||
Total revenue
|
2,530
|
|
|
2,620
|
|
|
2,573
|
|
|
2,484
|
|
|
2,538
|
|
|
2,614
|
|
|
2,608
|
|
|
2,600
|
|
||||||||
Provision for loan losses
|
2
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
1
|
|
|
5
|
|
|
2
|
|
|
4
|
|
||||||||
Total expenses
|
2,183
|
|
|
1,984
|
|
|
1,860
|
|
|
2,050
|
|
|
1,857
|
|
|
1,962
|
|
|
2,134
|
|
|
2,097
|
|
||||||||
Income before income tax expense
|
345
|
|
|
636
|
|
|
709
|
|
|
430
|
|
|
680
|
|
|
647
|
|
|
472
|
|
|
499
|
|
||||||||
Income tax expense
|
(248
|
)
|
|
72
|
|
|
92
|
|
|
62
|
|
|
103
|
|
|
67
|
|
|
54
|
|
|
94
|
|
||||||||
Net income (loss) from minority interest
|
—
|
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||||
Net income
|
$
|
593
|
|
|
$
|
563
|
|
|
$
|
619
|
|
|
$
|
368
|
|
|
$
|
576
|
|
|
$
|
581
|
|
|
$
|
418
|
|
|
$
|
405
|
|
Net income available to common shareholders
|
$
|
557
|
|
|
$
|
507
|
|
|
$
|
585
|
|
|
$
|
319
|
|
|
$
|
547
|
|
|
$
|
539
|
|
|
$
|
389
|
|
|
$
|
373
|
|
Earnings per common share
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
1.45
|
|
|
$
|
1.31
|
|
|
$
|
1.48
|
|
|
$
|
.80
|
|
|
$
|
1.36
|
|
|
$
|
1.33
|
|
|
$
|
.95
|
|
|
$
|
.90
|
|
Diluted
|
1.43
|
|
|
1.29
|
|
|
1.47
|
|
|
.79
|
|
|
1.34
|
|
|
1.31
|
|
|
.93
|
|
|
.89
|
|
||||||||
Average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
384,115
|
|
|
388,358
|
|
|
394,160
|
|
|
399,421
|
|
|
402,041
|
|
|
406,612
|
|
|
410,674
|
|
|
412,225
|
|
||||||||
Diluted
|
389,046
|
|
|
393,212
|
|
|
398,847
|
|
|
403,615
|
|
|
407,012
|
|
|
412,167
|
|
|
416,712
|
|
|
418,750
|
|
||||||||
Dividends per common share
|
$
|
.38
|
|
|
$
|
.38
|
|
|
$
|
.34
|
|
|
$
|
.34
|
|
|
$
|
.34
|
|
|
$
|
.34
|
|
|
$
|
.34
|
|
|
$
|
.30
|
|
Common stock price:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
81.91
|
|
|
$
|
71.62
|
|
|
$
|
64.69
|
|
|
$
|
65.65
|
|
|
$
|
75.40
|
|
|
$
|
81.26
|
|
|
$
|
81.20
|
|
|
$
|
79.31
|
|
Low
|
68.16
|
|
|
51.22
|
|
|
50.60
|
|
|
50.73
|
|
|
63.97
|
|
|
65.76
|
|
|
72.56
|
|
|
70.50
|
|
||||||||
Closing
|
77.72
|
|
|
69.63
|
|
|
53.92
|
|
|
58.52
|
|
|
66.36
|
|
|
67.21
|
|
|
77.00
|
|
|
73.53
|
|
|
|
|
|
(1)
|
Basic and diluted earnings per common share for full-year 2016 and basic earnings per common share for full-year 2015 do not equal the sum of the four quarters for the year.
|
ACRONYMS
|
|||
|
|
|
|
ABS
|
Asset-backed securities
|
FX
|
Foreign exchange
|
AFS
|
Available-for-sale
|
GAAP
|
Generally accepted accounting principles
|
AIRB
(1)
|
Advanced Internal Ratings-Based Approach
|
GCR
|
Global credit review
|
AIFMD
|
Alternative Investment Fund Managers Directive
|
GDPR
|
General Data Protection Regulation
|
ALCO
|
Asset-Liability Committee
|
GEAM
|
General Electric Asset Management
|
ALLL
|
Allowance for loan and lease losses
|
G-SIB
|
Global systemically important bank
|
AML
|
Anti-money laundering
|
HQLA
(1)
|
High-quality liquid assets
|
AOCI
|
Accumulated other comprehensive income (loss)
|
HTM
|
Held-to-maturity
|
ASU
|
Accounting Standards Update
|
IDI
|
Insured depository institution
|
AUCA
|
Assets under custody and administration
|
ISDA
|
International Swaps and Derivatives Association
|
AUM
|
Assets under management
|
LCR
(1)
|
Liquidity coverage ratio
|
BCBS
|
Basel Committee on Banking Supervision
|
LDA model
|
Loss distribution approach model
|
Board
|
Board of Directors
|
LEDR
|
Loss Event Data Repository
|
BOC
|
Basel Oversight Committee
|
LTD
|
Long term debt
|
BCRC
|
Business Conduct Risk Committee
|
MiFID
|
Markets in Financial Instruments Directive
|
BRRD
|
Bank Recovery and Resolution Directive
|
MiFID II
|
Markets in Financial Instruments Directive II
|
CAP
|
Capital adequacy process
|
MiFIR
|
Markets in Financial Instruments Regulation
|
CCAR
|
Comprehensive Capital Analysis and Review
|
MRAC
|
Management Risk and Capital Committee
|
CD
|
Certificates of deposit
|
MRC
|
Model Risk Committee
|
CEO
|
Chief Executive Officer
|
MVG
|
Model Validation Group
|
CET1
(1)
|
Common equity tier 1
|
NIR
|
Net interest revenue
|
CFO
|
Chief Financial Officer
|
NSFR
(1)
|
Net stable funding ratio
|
CFP
|
Contingency funding plan
|
NYSE
|
New York Stock Exchange
|
CFTC
|
Commodity Futures Trading Commission
|
OCC
|
Office of the Comptroller of the Currency
|
CIS
|
Corporate Information Security
|
OFAC
|
Office of Foreign Assets Control
|
CLO
|
Collateralized loan obligations
|
ORM
|
Operational risk management
|
COSO
|
Committee of Sponsoring Organizations of the Treadway Commission
|
OCI
|
Other comprehensive income (loss)
|
CRE
|
Commercial real estate
|
OCIO
|
Outsourced Chief Investment Officer
|
CRO
|
Chief Risk Officer
|
OFAC
|
Office of Foreign Assets Control
|
CRPC
|
Credit Risk & Policy Committee
|
OTC
|
Over-the-counter
|
CVA
|
Credit valuation adjustment
|
OTTI
|
Other-than-temporary-impairment
|
DIF
|
Deposit Insurance Fund
|
Parent Company
|
State Street Corporation
|
Dodd-Frank Act
|
Dodd-Frank Wall Street Reform and Consumer Protection Act
|
PCA
|
Prompt corrective action
|
DOJ
|
Department of Justice
|
PD
(1)
|
Probability-of-default
|
DPD
|
Data Protection Directive
|
PUA
|
Purchase undertaking agreement
|
E&A Committee
|
Examining and Audit Committee
|
P&L
|
Profit-and-loss
|
EAD
(1)
|
Exposure-at-default
|
RC
|
Risk Committee
|
ECB
|
European Central Bank
|
RCSA
|
Risk and control self-assessment
|
ECC
|
Executive Compensation Committee
|
RWA
(1)
|
Risk-weighted assets
|
EMIR
|
European Market Infrastructure Resolution
|
SEC
|
Securities and Exchange Commission
|
EPS
|
Earnings per share
|
SERP
|
Supplemental executive retirement plans
|
ERISA
|
Employee Retirement Income Security Act
|
SIFI
|
Systemically important financial institutions
|
ERM
|
Enterprise Risk Management
|
SLR
(1)
|
Supplementary leverage ratio
|
ETF
|
Exchange-Traded Fund
|
SOX
|
Sarbanes-Oxley Act of 2002
|
EVE
|
Economic value of equity
|
SSGA
|
State Street Global Advisors
|
FASB
|
Financial Accounting Standards Board
|
SSGA FM
|
State Street Global Advisors Funds Management, Inc.
|
FCA
|
Financial Conduct Authority
|
SSGA Ltd.
|
State Street Global Advisors Limited
|
FDIC
|
Federal Deposit Insurance Corporation
|
State Street Bank
|
State Street Bank and Trust Company
|
Federal Reserve
|
Board of Governors of the Federal Reserve System
|
TLAC
(1)
|
Total loss-absorbing capacity
|
FFELP
|
Federal Family Education Loan Program
|
TMRC
|
Trading and Markets Risk Committee
|
FFIEC
|
Federal Financial Institution Examination Council
|
TORC
|
Technology and Operational Risk Committee
|
FHLB
|
Federal Home Loan Bank of Boston
|
UCITS
|
Undertakings for Collective Investments in Transferable Securities
|
FRBB
|
Federal Reserve Bank of Boston
|
UOM
|
Unit of measure
|
FSB
|
Financial Stability Board
|
VaR
|
Value-at-risk
|
FSOC
|
Financial Stability Oversight Council
|
VIE
|
Variable interest entity
|
|
|
|
|
|
|
|
|
(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
|
10,016
|
|
(2)
|
$
|
77.52
|
|
|
18,491
|
|
Equity compensation plans not approved by shareholders
|
24
|
|
(3)
|
|
|
|
—
|
|
|
Total
|
10,040
|
|
|
|
|
|
18,491
|
|
|
|
|
|
|
|
STATE STREET CORPORATION
|
|
|
|
|
|
By
|
/s/ M
ICHAEL
W. B
ELL
|
|
|
MICHAEL W. BELL,
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
By
|
/s/ S
EAN
P. N
EWTH
|
|
|
SEAN P. NEWTH
|
|
|
Senior Vice President, Chief Accounting Officer and Controller
|
/s/ J
OSEPH
L. H
OOLEY
|
|
|
/s/ M
ICHAEL
W. B
ELL
|
JOSEPH L. HOOLEY,
|
|
|
MICHAEL W. BELL,
|
Chairman and Chief Executive Officer; Director
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
|
|
/s/ S
EAN
P. N
EWTH
|
|
|
|
SEAN P. NEWTH
|
|
|
|
Senior Vice President, Chief Accounting Officer and Controller
|
/s/ J
OSEPH
L. H
OOLEY
|
|
|
|
JOSEPH L. HOOLEY
|
|
|
|
|
|
|
|
/s/ K
ENNETT
F. B
URNES
|
|
|
/s/ L
INDA
A. H
ILL
|
KENNETT F. BURNES
|
|
|
LINDA A. HILL
|
|
|
|
|
/s/ P
ATRICK
de
S
AINT
-A
IGNAN
|
|
|
/s/ R
ICHARD
P. S
ERGEL
|
PATRICK de SAINT-AIGNAN
|
|
|
RICHARD P. SERGEL
|
|
|
|
|
/s/ Lynn A. Dugle
|
|
|
/s/ R
ONALD
L. S
KATES
|
LYNN A. DUGLE
|
|
|
RONALD L. SKATES
|
|
|
|
|
/s/ A
MELIA
C. F
AWCETT
|
|
|
/s/ G
REGORY
L. S
UMME
|
AMELIA C. FAWCETT
|
|
|
GREGORY L. SUMME
|
|
|
|
|
/s/ W
ILLIAM
C. F
REDA
|
|
|
/s/ T
HOMAS
J. W
ILSON
|
WILLIAM C. FREDA
|
|
|
THOMAS J. WILSON
|
|
|
|
|
|
3.1
|
|
Restated Articles of Organization, as amended
|
|
|
|
|
|
3.2
|
|
By-Laws, as amended (filed as Exhibit 3.1 to State Street's Current Report on Form 8-K (File No. 001-07511) filed on October 20, 2015 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 (File No. 001-07511), 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 (as depositary), 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 (File No. 001-07511) filed with the SEC on August 21, 2012 and incorporated herein by reference)
|
|
|
|
|
|
4.3
|
|
Deposit Agreement, dated March 4, 2014, among State Street Corporation, American Stock Transfer & Trust Company, LLC (as depositary), 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 (File No. 001-07511) dated March 4, 2014 filed with the SEC on March 4, 2014 and incorporated herein by reference)
|
|
|
|
|
|
4.4
|
|
Deposit Agreement, dated November 25, 2014, among State Street Corporation, American Stock Transfer & Trust Company, LLC (as depositary) 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 (File No. 001-07511) dated November 25, 2014 filed with the SEC on November 25, 2014 and incorporated herein by reference)
|
|
|
|
|
|
4.5
|
|
Deposit Agreement dated May 21, 2015, among State Street Corporation, American Stock Transfer & Trust Company, LLC (as depositary) 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 (File No. 001-7511) dated May 21, 2015 filed with the SEC on May 21, 2015 and incorporated herein by reference)
|
|
|
|
|
|
4.6
|
|
Deposit Agreement dated April 11, 2016, among State Street Corporation, American Stock Transfer & Trust Company, LLC (as depositary) 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 (File No. 001-7511) dated April 11, 2016 filed with the SEC on April 11, 2016 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 (filed as Exhibit 10.1 to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2012 filed with the SEC on February 22, 2013 and incorporated herein by reference)
|
|
|
|
|
|
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, as amended, and form of award and agreement thereunder (filed as Exhibit 10.3 to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2014 filed with the SEC on February 21, 2015 and incorporated herein by reference)
|
|
|
|
|
|
10.4†
|
|
Form of Amended and Restated Employment Agreement entered into with each of Joseph L. Hooley, James S. Phalen and Michael Rogers (filed as Exhibit 10.3 to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2009 filed with the SEC on February 22, 2010 and incorporated herein by reference) and Form of Amendment dated March 26, 2014 to Employment Agreement (filed as Exhibit 99.1 to State Street's Current Report on Form 8-K (File No. 001-07511) dated March 26, 2014 filed with the SEC on March 31, 2014 and incorporated herein by reference)
|
|
|
|
|
|
10.5†
|
|
Employment Agreement entered into with Michael W. Bell dated June 17, 2013 (filed as Exhibit 10.5 to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2013 filed with the SEC on February 21, 2014 and incorporated herein by reference) and Form of Amendment dated March 26, 2014 to Employment Agreement (filed as Exhibit 99.1 to State Street's Current Report on Form 8-K (File No. 001-07511) dated March 26, 2014 filed with the SEC on March 31, 2014 and incorporated herein by reference)
|
|
|
|
|
|
10.6†
|
|
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 (File No. 001-07511) 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 1997 Equity Incentive Plan, as amended, and forms of award agreements thereunder (filed as Exhibit 10.6 to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2008 filed with the SEC on February 27, 2009 and incorporated herein by reference)
|
|
|
|
|
|
10.8†
|
|
State Street’s 2006 Equity Incentive Plan, as amended, and forms of award agreements thereunder (filed as Exhibit 10.8 to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2014 and filed with the SEC on February 20, 2015 and incorporated herein by reference)
|
|
|
|
|
|
10.9†
|
|
Terms of Employment for Jeffrey N. Carp dated November 11, 2005, as amended (filed as Exhibit 10.9 to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2015 and filed with the SEC on February 19, 2016 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 (filed as Exhibit 10.11 to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2012 filed with the SEC on February 22, 2013 and incorporated herein by reference)
|
|
|
|
|
|
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 (File No. 001-07511) for the year ended December 31, 2011 filed with the SEC on February 27, 2012 and incorporated herein by reference)
|
|
|
|
|
|
10.13†
|
|
Description of compensation arrangements for non-employee directors
|
|
|
|
|
|
10.14
|
|
Deferred Prosecution Agreement dated January 17, 2017 between State Street Corporation and the U.S. Department of Justice and United States Attorney for the District of Massachusetts
|
|
|
|
|
|
10.15†
|
|
Employment Letter Agreement entered into with Eric Aboaf dated September 22, 2016 (filed as Exhibit 10.1 to State Street's Current Report on Form 8-K (File No. 001-07511) dated September 28, 2016 filed with the SEC on September 28, 2016 and incorporated herein by reference)
|
|
|
|
|
|
10.16†
|
|
Letter Agreement with Michael W. Bell dated May 23, 2013 (filed as Exhibit 10.1 to State Street's Quarterly Report on Form 10-Q (File No. 001-07511) for the quarter ended June 30, 2013 filed with the SEC on August 6, 2013 and incorporated herein by reference)
|
|
|
|
|
|
10.17A†
|
|
Form of Indemnification Agreement between State Street Corporation and each of its directors (filed as Exhibit 10.18A to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2013 filed with the SEC on February 21, 2014 and incorporated herein by reference)
|
|
|
|
|
|
10.17B†
|
|
Form of Indemnification Agreement between State Street Corporation and each of its executive officers (filed as Exhibit 10.18B to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2013 filed with the SEC on February 21, 2014 and incorporated herein by reference)
|
|
|
|
|
|
10.17C†
|
|
Form of Indemnification Agreement between State Street Bank and Trust Company and each of its directors (filed as Exhibit 10.18C to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2013 filed with the SEC on February 21, 2014 and incorporated herein by reference)
|
|
|
|
|
|
10.17D†
|
|
Form of Indemnification Agreement between State Street Bank and Trust Company and each of its executive officers (filed as Exhibit 10.18D to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2013 filed with the SEC on February 21, 2014 and incorporated herein by reference)
|
|
|
|
|
|
10.18†
|
|
2011 Senior Executive Annual Incentive Plan (filed as Exhibit 99.2 to State Street's Current Report on Form 8-K (File No. 001-07511) filed with the SEC on May 24, 2011 and incorporated herein by reference)
|
|
|
|
|
|
10.19†
|
|
2016 State Street Corporation Senior Executive Annual Incentive Plan
|
|
|
|
|
|
10.20†
|
|
Transition Agreement dated April 15, 2016 between State Street Bank and Trust Company and Michael W. Bell (filed as Exhibit 10.1 State Street's Form 10-Q (File No. 001-07511) for the quarter ended March 31, 2016 filed with the SEC on May 6, 2016 and incorporated herein by reference)
|
|
|
|
|
|
12
|
|
Statement of Ratios of Earnings to Fixed Charges
|
|
|
|
|
|
21
|
|
Subsidiaries of State Street Corporation
|
|
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chairman and Chief Executive Officer
|
|
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|
|
|
|
|
|
32
|
|
Section 1350 Certifications
|
|
|
|
|
*
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
*
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
*
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
|
*
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
*
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
|
*
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
|
†
|
|
Denotes management contract or compensatory plan or arrangement
|
*
|
|
Submitted electronically herewith
|
|
|
|
We, George B. Rockwell
|
|
, President/and
|
Winthrop B. Walker
|
|
, Clerk of
|
|
|
|
|
|
|
|
|
|
|
|
100
|
|
shares of
|
|
Common Stock
|
|
out of
|
|
100
|
|
shares outstanding,
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
shares of
|
|
|
|
out of
|
|
|
|
shares outstanding, and
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
shares of
|
|
|
|
out of
|
|
|
|
shares outstanding,
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CLASS OF STOCK
|
|
WITHOUT PAR VALUE
NUMBER OF SHARES
|
|
WITH PAR VALUE
|
||||||
|
|
NUMBER OF
SHARES
|
|
PAR VALUE
|
||||||
Preferred
|
|
700,000
|
|
|
0
|
|
—
|
|
||
|
|
|
|
|
|
|||||
Common
|
|
0
|
|
|
3,500,000
|
|
|
$
|
10
|
|
*
|
If there are no such provisions, state “None”.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE B. ROCKWELL
|
|
|
|
President
|
|
|
|
|
|
|
|
||||
|
|
/s/ WINTHROP B. WALKER
|
|
|
|
Clerk
|
|
|
|
/s/ JOHN F.X. DAVOREN
|
Secretary of the Commonwealth
State House, Boston, Mass.
|
|
|
|
|
|
|
|
|
We,
|
|
Peter S. Maher
|
|
|
|
Senior Vice President, and
|
|
|
|
Dean W. Harrison
|
|
|
|
Clerk of
|
|
|
|
|
|
|
|
|
|
|
|
|
1,664,380
|
|
shares of
|
|
Common
|
|
out of
|
|
2,280,323
|
|
shares outstanding,
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
shares of
|
|
|
|
out of
|
|
|
|
shares outstanding, and
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
shares of
|
|
|
|
out of
|
|
|
|
shares outstanding, and
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATE STREET BOSTON LEASING COMPANY, INC. 225 Franklin Street
Boston, Massachusetts 02101
|
||
|
|
|
|
|||
Date 4/20/77
|
|
|
|
By
|
|
/s/ [ILLEGIBLE] EXECUTIVE VICE PRESIDENT
|
|
|
|
|
Its
|
|
SENIOR MANAGER
|
|
|
|
||||
|
|
|
|
STATE STREET BOSTON CREDIT COMPANY, INC.
225 Franklin Street
Boston, Massachusetts 02101
|
||
|
|
|
|
|||
Date 4/20/77
|
|
|
|
By
|
|
/s/ PETER S MAHER
|
|
|
|
|
Its
|
|
General Manager
|
|
|
|
||||
|
|
|
|
STATE STREET BOSTON SECURITIES SERVICES CORP.
40 Exchange Place
New York, New York
|
||
|
|
|
|
|||
Date 4/20/77
|
|
|
|
By
|
|
/s/ [ILLEGIBLE]
|
|
|
|
|
Its
|
|
President
|
|
|
|
/s/ PETER S. MAHER
|
|
Senior Vice President
|
|
|
|
/s/ DEAN W. HARRISON
|
|
Clerk
|
|
|
|
|
|
[STAMP]
|
|
|
|
/s/ PAUL GUZZI
|
|
|
|
|
Secretary of the Commonwealth
State House, Boston, Mass.
|
|
|
|
The Commonwealth of Massachusetts
|
|
|
|
|
|
MICHAEL JOSEPH CONNOLLY
Secretary of State
ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
|
|
FEDERAL INDENTIFICATION
No. 04-2456637
|
|
|
|
|
|
We,
|
|
Robert J. Malley
|
|
Senior Vice President, and
|
|
|
Christoph H. Schmidt
|
|
Clerk of
|
|
|
|
|
|
|
|
|
|
|
|
1,315,382
|
|
shares of
|
|
Common Stock
|
|
out of
|
|
2,111,476
|
|
shares outstanding, on Vote 1
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
1,089,224
|
|
shares of
|
|
Common Stock
|
|
out of
|
|
2,111,476
|
|
shares outstanding, on Vote 2 and
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
shares of
|
|
|
|
out of
|
|
|
|
shares outstanding.
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
|
(Vote 1)
|
|
VOTED: That Article 3 of the Articles of Organization of this Corporation is hereby amended to increase the number of authorized shares of Common Stock, $10 par value, of the Corporation from 3,500,000 to 7,000,000; and that the Board of Directors be and it hereby is authorized to issue any and all of the authorized but unissued shares of the Common Stock, $10 par value, of this Corporation at such time or times, to such persons, and for such lawful consideration, including cash, tangible or intangible property, services or expenses, or as stock dividends, as may be determined from time to time by the Board of Directors.
|
|
|
|
|
|
The total amount of capital stock already authorized is
|
|
|
|
|
|
|
|
||
|
|
(-0- shares preferred)
|
|
|
|
|
|
|
with par value
|
|
|
(3,500,000 shares common)
|
|
|
|
|
|
||
|
|
(700,000 shares preferred)
|
|
|
|
|
|
|
without par value
|
|
|
(-0- shares common)
|
|
|
|
|
|
||
The amount of additional capital stock authorized is
|
|
|
|
|
|
|
|
||
|
|
(-0- shares preferred)
|
|
|
|
|
|
|
with par value
|
|
|
(3,500,000 shares common)
|
|
|
|
|
|
||
|
|
(2,800,000 shares preferred)
|
|
|
|
|
|
|
without par value
|
|
|
(-0- shares common)
|
|
|
|
|
|
(Vote 2)
|
|
VOTED: That Article 3 of the Articles of Organization of this Corporation is hereby amended to increase the number of authorized shares of Preferred Stock, no par value, of the Corporation from 700,000 to 3,500,000; and that the Board of Directors be and it hereby is authorized to issue any and all of the authorized but unissued shares of the Preferred Stock, no par value, of this Corporation at such time or times, to such persons, and for such lawful consideration, including cash, tangible or intangible property, services or expenses, or as stock dividends, as may be determined from time to time by the Board of Directors.
|
|
|
|
/s/ ROBERT J. MALLEY
|
|
Senior Vice President
|
|
|
|
/s/ CHRISTOPHER H. SCHMIDT
|
|
Clerk
|
|
|
|
|
|
[stamp]
|
|
/s/ MICHAEL JOSEPH CONNOLLY
|
|
|
|
|
MICHAEL JOSEPH CONNOLLY
|
|
|
|
|
Secretary of State
|
|
|
|
|
|
The Commonwealth of Massachusetts
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
|
|
FEDERAL IDENTIFICATION
NO. 04-2456637
|
|
|
|
|
|
We,
|
|
William S. Edgerly
|
|
President, and
|
|
|
Robert J. Malley
|
|
Secretary of
|
|
|
|
|
|
|
|
|
|
|
|
3,223,000
|
|
shares of
|
|
$10.00 par value
|
|
out of
|
|
4,311,465
|
|
shares outstanding,
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
shares of
|
|
|
|
out of
|
|
|
|
shares outstanding, and
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
shares of
|
|
|
|
out of
|
|
|
|
shares outstanding.
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
|
|
|
The total amount of capital stock already authorized is
|
|
|
|
|
|
|
|
||
|
|
( shares preferred)
|
|
|
|
|
|
|
with par value
|
|
|
( shares common)
|
|
|
|
|
( shares preferred)
|
|
|
|
|
|
|
without par value
|
|
|
( shares common)
|
|
|
|
|
|
||
The amount of additional capital stock authorized is
|
|
|
|
|
|
|
|
||
|
|
( shares preferred)
|
|
|
|
|
|
|
with par value
|
|
|
( shares common)
|
|
|
|
|
( shares preferred)
|
|
|
|
|
|
|
without par value
|
|
|
( shares common)
|
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM S. EDGERLY
|
|
President
|
|
|
|
/s/ ROBERT J. MALLEY
|
|
Secretary
|
|
|
|
|
|
[stamp]
|
|
/s/ MICHAEL JOSEPH CONNOLLY
|
|
|
|
|
MICHAEL JOSEPH CONNOLLY
|
|
|
|
|
Secretary of State
|
|
|
|
|
|
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
|
|
FEDERAL IDENTIFICATION
No. 04-2456637
|
|
|
|
|
|
We,
|
|
William S. Edgerly
|
|
|
|
|
Robert J. Malley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,669,209
|
|
shares of
|
|
Common Stock
|
|
out of
|
|
8,241,453
|
|
shares outstanding.
|
|
|
|
|
$1 par (Class of Stock)
|
|
|
|
|
|
|
|
|
shares of
|
|
|
|
out of
|
|
|
|
shares outstanding, and
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
shares of
|
|
|
|
out of
|
|
|
|
shares outstanding.
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
KIND OF STOCK
|
|
NO PAR VALUE
NUMBER OF SHARES
|
|
WITH PAR VALUE
NUMBER OF SHARES
|
|
PAR VALUE
|
|
||||
COMMON
|
|
—
|
|
|
14,000,000
|
|
|
$
|
1
|
|
|
PREFERRED
|
|
3,500,000
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
KIND OF STOCK
|
|
NO PAR VALUE
NUMBER OF SHARES
|
|
WITH PAR VALUE
NUMBER OF SHARES
|
|
PAR VALUE
|
|
||||
COMMON
|
|
—
|
|
|
28,000,000
|
|
|
$
|
1
|
|
|
PREFERRED
|
|
3,500,000
|
|
|
—
|
|
|
|
|
|
|
|
/s/ WILLIAM S. EDGERLY
|
|
President
|
|
|
|
/s/ ROBERT J. MALLEY
|
|
Secretary & Clerk
|
|
|
|
[STAMP]
|
|
/s/ MICHAEL JOSEPH CONNOLLY
|
|
|
MICHAEL JOSEPH CONNOLLY
|
|
|
Secretary of State
|
|
|
|
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
|
|
FEDERAL IDENTIFICATION
NO. 04-2456637
|
|
|
|
|
|
We,
|
|
David A. Spina
Robert J. Malley
|
|
Executive Vice President,
and
Secretary & Clerk of
|
|
|
|
|
|
|
|
|
|
|
|
14,092,857
|
|
shares of
|
|
Common Stock
|
|
out of
|
|
17,216,198
|
|
shares outstanding.
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
shares of
|
|
|
|
out of
|
|
|
|
shares outstanding,
and
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
shares of
|
|
|
|
out of
|
|
|
|
shares outstanding.
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
KIND OF STOCK
|
|
NO PAR VALUE
NUMBER OF SHARES
|
|
WITH PAR VALUE
NUMBER OF SHARES
|
|
PAR VALUE
|
|
||||
COMMON
|
|
—
|
|
|
28,000,000
|
|
|
$
|
1
|
|
|
PREFERRED
|
|
3,500,000
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
KIND OF STOCK
|
|
NO PAR VALUE
NUMBER OF SHARES
|
|
WITH PAR VALUE
NUMBER OF SHARES
|
|
PAR VALUE
|
|
||||
COMMON
|
|
—
|
|
|
56,000,000
|
|
|
$
|
1
|
|
|
PREFERRED
|
|
3,500,000
|
|
|
—
|
|
|
|
|
|
|
|
/s/ David A. Spina
|
|
Executive Vice President
|
|
|
|
/s/ Robert J. Malley
|
|
Clerk and Secretary
|
|
|
|
[stamp]
|
|
/s/ MICHAEL JOSEPH CONNOLLY
|
|
|
MICHAEL JOSEPH CONNOLLY
|
|
|
Secretary of State
|
|
|
|
|
|
|
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
|
|
FEDERAL IDENTIFICATION
NO. 04-2456637
|
|
|
|
|
|
We,
|
|
David A. Spina
Robert J. Malley
|
|
Executive Vice President,
and
Secretary & Clerk of
|
|
|
|
|
|
|
|
|
|
|
|
27,682,822
|
|
shares of
|
|
Common Stock
|
|
out of
|
|
35,116,000
|
|
shares outstanding, Amendment
#1
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
27,501,803
|
|
shares of
|
|
Common Stock
|
|
out of
|
|
35,116,000
|
|
shares outstanding, Amendment
#2
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
shares of
|
|
|
|
out of
|
|
|
|
shares outstanding.
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KIND OF STOCK
|
|
NO PAR VALUE
NUMBER OF SHARES
|
|
WITH PAR VALUE
NUMBER OF SHARES
|
|
PAR
VALUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KIND OF STOCK
|
|
NO PAR VALUE
NUMBER OF SHARES
|
|
WITH PAR VALUE
NUMBER OF SHARES
|
|
PAR
VALUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ DAVID A SPINA
|
|
Executive Vice President
|
|
|
|
/s/ ROBERT J. MALLEY
|
|
Clerk
|
|
|
|
[stamp]
|
|
/s/ MICHAEL JOSEPH CONNOLLY
|
|
|
MICHAEL JOSEPH CONNOLLY
|
|
|
Secretary of State
|
|
|
|
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS.02108
CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
A SERIES OF A CLASS OF STOCK
General Laws, Chapter 1568, Section 26
|
|
FEDERAL IDENTIFICATION
No. 04-2456637
|
|
|
|
|
|
We,
|
|
Robert J. Malley,
Robert J. Malley,
|
|
Vice President, and
Clerk of
|
|
|
|
|
|
|
|
|
/s/ ROBERT J. MALLEY
|
|
Senior Vice President
|
Robert J. Malley
|
|
|
|
|
|
/s/ ROBERT J. MALLEY
|
|
Clerk
|
Robert J. Malley
|
|
|
|
|
|
[STAMP]
|
|
/s/ MICHAEL JOSEPH CONNOLLY
|
|
|
Michael Joseph Connolly
|
|
|
Secretary of State
|
|
|
|
The Commonwealth of Massachusetts
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
|
|
FEDERAL IDENTIFICATION
NO. 04-2456637
|
|
|
|
|
|
|
|
|
|
We,
|
|
Marshall N. Carter
Robert J. Malley
|
|
|
|
|
|
President, and
Clerk of
|
|
|
|
|
|
|
|
|
|
|
|
31,180,121
|
|
shares of
|
|
Common Stock (Class of Stock)
|
|
out of
|
|
37,248,358
|
|
shares outstanding.
|
|
|
shares of
|
|
|
|
out of
|
|
|
|
shares outstanding, and
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
shares of
|
|
|
|
out of
|
|
|
|
shares outstanding.
|
|
|
|
|
(Class of Stock)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
KIND OF STOCK
|
|
NO PAR VALUE
NUMBER OF SHARES
|
|
WITH PAR VALUE
NUMBER OF SHARES
|
|
PAR VALUE
|
||||
COMMON
|
|
—
|
|
|
56,000,000
|
|
|
$
|
1
|
|
PREFERRED
|
|
3,500,000
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
KIND OF STOCK
|
|
NO PAR VALUE
NUMBER OF SHARES
|
|
WITH PAR VALUE
NUMBER OF SHARES
|
|
PAR VALUE
|
||||
COMMON
|
|
—
|
|
|
112,000,000
|
|
|
$
|
1
|
|
PREFERRED
|
|
3,500,000
|
|
|
—
|
|
|
|
|
|
|
/s/ MARSHALL N. CARTER
|
|
President
|
Marshall N. Carter
|
|
|
|
|
|
/s/ ROBERT J. MALLEY
|
|
Clerk
|
Robert J. Malley
|
|
|
|
|
|
[stamp]
|
|
/s/ MICHAEL JOSEPH CONNOLLY
|
|
|
Michael Joseph Connolly
|
|
|
Secretary of State
|
Re:
|
State Street Boston Corporation
|
|
Very truly yours,
|
|
/s/ Evelyn Lipton Fishbein
|
|
|
|
We,
|
|
David A. Spina
|
and
|
|
John R. Towers
|
of
|
|
State Street Boston Corporation
|
(Exact name of corporation)
|
|
|
|
|
|
|
|
|
|
|
|
67,456,754
|
|
shares of
|
|
Common Stock
|
|
of
|
|
80,515,785
|
|
shares outstanding Vote 1
|
|
|
|
|
(type, class & series, if any)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
66,278,074
|
|
shares of
|
|
Common Stock
|
|
of
|
|
80,515,785
|
|
shares outstanding Vote 2 and
|
|
|
|
|
(type, class & series, if any)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
shares of
|
|
|
|
of
|
|
|
|
shares outstanding
|
|
|
|
|
(type, class & series, if any)
|
|
|
|
|
|
|
**
|
being at least a majority of each type, class or series outstanding and entitled to vote thereof
|
*
|
Delete the inapplicable words.
|
**
|
Delete the inapplicable clause
|
/1/
|
For amendments adopted pursuant to Chapter 156B, Section 70
|
/2/
|
For amendments adopted pursuant to Chapter 156B, Section 71
|
|
|
|
|
|
|
|
|
|
||||
WITHOUT PAR VALUE STOCKS
|
|
WITH PAR VALUE STOCKS
|
||||||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
||||
Common
|
|
—
|
|
|
Common
|
|
112,000,000
|
|
|
$
|
1
|
|
|
|
|
|
|
||||||||
Preferred
|
|
3,500,000
|
|
|
Preferred
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
WITHOUT PAR VALUE STOCKS
|
|
WITH PAR VALUE STOCKS
|
||||||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
||||
Common
|
|
—
|
|
|
Common
|
|
250,000,000
|
|
|
$
|
1
|
|
|
|
|
|
|
||||||||
Preferred
|
|
3,500,000
|
|
|
Preferred
|
|
0
|
|
|
|
|
|
|
|
|
(Vote 1)
|
|
VOTED:
|
|
That Article 1 of the Restated Articles of Organization be amended to change the name of the Corporation from State Street Boston Corporation to State Street Corporation.
|
|
|
|
||
(Vote 2)
|
|
VOTED:
|
|
That Article 3 of the Restated Articles of Organization be amended to increase the number of authorized shares of Common Stock, $1 par value, from 112,000,000 to 250,000,000, and to authorize the issuance from time to time of the authorized and unissued shares of the Corporation by the Board of Directors.
|
|
|
|
/s/ David A. Spina
|
|
President
|
|
|
|
/s/ John R. Towers
|
|
Clerk
|
*
|
Delete the inapplicable words.
|
|
/s/ William Francis Galvin
|
WILLIAM FRANCIS GALVIN
|
Secretary of the Commonwealth
|
|
|
|
|
We,
|
|
David A. Spina
|
|
and
|
|
Maureen Scannell Bateman
|
|
of
|
|
State Street Corporation
|
|
(Exact name of corporation)
|
|
|
|
|
|
|
|
|
|
|
|
133,261,123
|
|
shares of
|
|
Common Stock
|
|
of
|
|
163,006,883
|
|
shares outstanding
|
|
|
|
|
(type, class & series, if any)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
shares of
|
|
|
|
of
|
|
|
|
shares outstanding, and
|
|
|
|
|
(type, class & series, if any)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
shares of
|
|
|
|
of
|
|
|
|
shares outstanding
|
|
|
|
|
(type, class & series, if any)
|
|
|
|
|
|
|
/1/**
|
being at least a majority of each type, class or series outstanding and entitled to vote thereon:
|
*
|
Delete the inapplicable words
|
**
|
Delete the inapplicable clause
|
/1/
|
For amendment adapted pursuant to Chapter 156B. Section *0
|
/2/
|
For amendment adapted pursuant to Chapter 156B. Section -1
|
|
|
|
|
|
|
|
|
|
||||
WITHOUT PAR VALUE STOCKS
|
|
WITH PAR VALUE STOCKS
|
||||||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
||||
Common
|
|
—
|
|
|
Common
|
|
250,000,000
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred
|
|
3,500,000
|
|
|
Preferred
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
WITHOUT PAR VALUE STOCKS
|
|
WITH PAR VALUE STOCKS
|
||||||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
||||
Common
|
|
—
|
|
|
Common
|
|
500,000,000
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred
|
|
3,500,000
|
|
|
Preferred
|
|
—
|
|
|
|
|
|
|
/s/ David A. Spina
|
|
President
|
|
|
|
/s/ Maureen Scannell Bateman
|
|
Clerk
|
*
|
Delete the inapplicable words.
|
|
/s/ William Francis Galvin
|
WILLIAM FRANCIS GALVIN
|
Secretary of the Commonwealth
|
|
[STAMP]
|
|
|
|
/s/ David A. Spina
|
|
*President
|
|
|
|
/s/ Maureen Scannell Bateman
|
|
*Clerk
|
*
|
Delete the inapplicable words.
|
|
|
|
Signed by
|
|
/s/ Jeffrey N. Carp
|
|
|
(signature of authorized individual)
|
|
|
Jeffrey N. Carp, Esq.
|
|
|
Executive Vice President
|
|
(must be within 90 days of date submitted)
|
|
/s/ William Francis Galvin
|
WILLIAM FRANCIS GALVIN
|
Secretary of the Commonwealth
|
|
|
|
|
|
|
|
|
|
||||
WITHOUT PAR VALUE
|
|
WITH PAR VALUE
|
||||||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
||||
Common
|
|
—
|
|
|
Common
|
|
750,000,000
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred
|
|
3,500,000
|
|
|
Preferred
|
|
—
|
|
|
|
*
|
G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.
|
|
|
|
Signed by:
|
|
/s/ Richard P. Jacobson
|
|
|
(signature of authorized individual)
|
|
(must be within 90 days of date submitted)
|
|
/s/ William Francis Galvin
|
WILLIAM FRANCIS GALVIN
|
Secretary of the Commonwealth
|
|
|
|
Examiner
|
|
Contact Information:
|
Name Approval
|
|
Richard Jacobson, Assistant Secretary
State Street Corporation
One Lincoln Street
|
c
|
|
Boston, Massachusetts 02111
Telephone: (617) 664-3507
Email: rpjacobson@statestreet.com
|
m
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Exact name of corporation:
|
|
|
||
|
|
|
|
State Street Corporation
|
|
|
|
|
|
||||
(2)
|
|
Registered office address:
|
|
|
||
|
|
|
|
155 Federal Street, Boston, Massachusetts 02110
|
|
|
|
|
|
|
(number, street, city or town, state, zip code)
|
|
|
|
|
|
||||
(3)
|
|
These articles of amendment affect article(s):
|
|
|
||
|
|
|
|
Four
|
|
|
|
|
|
|
(specify the number(s) of articles(s) being amended(I-VI))
|
|
|
|
|
|
|
|||
(4)
|
|
Date adopted:
|
|
January 16, 2008
|
|
|
|
|
|
|
(month, day, year)
|
|
|
|
|
|
|
|||
(5)
|
|
Approved by:
|
|
|
|
|
|
|
|||||
|
|
(check appropriate box)
|
||||
|
|
|||||
|
|
å
the incorporators.
|
||||
|
|
|||||
|
|
x
the board of directors without shareholder approval and shareholder approval was not required.
|
||||
|
|
|||||
|
|
å
the board of directors and the shareholders in the manner required by law and the articles of organization.
|
||||
|
|
|||||
(6)
|
|
State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares.
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
|
|
WITH PAR VALUE
NUMBER OF SHARES
|
|
|
||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
|
PAR VALUE
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
|
|
WITH PAR VALUE
NUMBER OF SHARES
|
|
PAR VALUE
|
||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
|
(7)
|
The amendment shall be effective at the time and on the date approved by the Division, unless a letter effective date not more than 90 days from the date and time of filing is specified:
|
*
|
G.L. Chapter 156D eliminate the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and comment relative thereto.
|
|
|
|
Signed by:
|
|
/s/ David C. Phelan
|
|
|
(signature of authorized individual)
|
|
|
|
Effective date:
|
|
|
|
|
(must be within 90 days of date submitted)
|
|
David C. Phelan
|
|
|
State Street Corporation
|
|
|
One Lincoln Street, Boston, Massachusetts 02111
|
|
|
|
|
|
Telephone:
|
|
|
|
|
D
|
|
The Commonwealth of Massachusetts
|
PC
|
|
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
|
|
|
|
|
|
FOR MUST BE TYPED
|
|
Articles of Amendment
|
|
FORM MUST BE TYPED
|
|
|
|
|
|
(1)
|
|
Exact name of corporation: State Street Corporation 042456637
|
||
|
|
|||
(2)
|
|
Registered office address: 155 Federal Street, Boston, MA 02110
|
||
|
|
|
|
(number, street, city or town, state, zip code)
|
|
|
|||
(3)
|
|
These articles of amendment affect article(s): IV
|
||
|
|
|
|
(specify the number(s) of article(s) being amended (I-VI))
|
|
|
|||
(4)
|
|
Date adopted: October 27, 2008
|
||
|
|
|
|
(month, day, year)
|
|
|
|||
(5)
|
|
Approved by:
|
||
|
|
|||
|
|
(check appropriate box)
|
||
|
|
|||
|
|
å
the incorporators.
|
||
|
|
|||
|
|
þ
the board of directors without shareholder approval and shareholder approval was not required.
|
||
|
|
|||
|
|
å
the board of directors and the shareholders in the manner required by law and the articles of organization.
|
||
|
|
|||
(6)
|
|
State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares.
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
WITH PAR VALUE
|
||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
|
|
|
|
|
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WITHOUT PAR VALUE
|
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WITH PAR VALUE
|
||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
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(7)
|
|
The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date nor more than 90 days from the date and time of filing is specified:
|
*
|
G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.
|
|
|
STATE STREET CORPORATION
|
|
|
|
By:
|
/s/ Jeffrey N. Carp
|
Name:
|
Jeffrey N. Carp
|
Title:
|
Executive Vice President and Chief Legal Officer
|
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|
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|
|
Signed by:
|
|
/s/ Jeffrey N. Carp
|
|
|
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|
Jeffrey N. Carp
(signature of authorized individual)
|
|
|
|
|
|
|
|
å
|
Chairman of the board of directors,
|
å
|
President,
|
þ
|
Other officer,
|
å
|
Court-appointed fiduciary,
|
|
|
|
|
|
I hereby certify that upon examination of these articles of amendment, it appears that the provisions of the General Laws relative thereto have been complied with, and the filing fee in the amount of $100 having been paid, said articles are deemed to have been filed with me this 27
th
day of Oct. 2008, at 2:28 p.m.
|
|
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time
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|
/s/ WILLIAM FRANCIS GALVIN
|
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WILLIAM FRANCIS GALVIN
|
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|
Secretary of the Commonwealth
|
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D
|
The Commonwealth of Massachusetts
|
PC
|
William Francis Galvin
|
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(1)
|
|
Exact name of corporation:
|
|
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||
|
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|
State Street Corporation
|
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|
||||
(2)
|
|
Registered office address:
|
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||
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|
|
155 Federal Street, Boston, Massachusetts 02110
|
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|
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|
|
(number, street, city or town, state, zip code)
|
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|
||||
(3)
|
|
These articles of amendment affect article(s):
|
|
|
||
|
|
|
|
6
|
|
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|
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|
|
(specify the number(s) of article(s) being amended (I-VI))
|
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|
|||
(4)
|
|
Date adopted:
|
|
May 20, 2009
|
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|
(month, day, year)
|
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|
|||
(5)
|
|
Approved by:
|
|
|
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|
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|
|||||
|
|
(check appropriate box)
|
||||
|
|
|||||
|
|
å
the incorporators.
|
||||
|
|
|||||
|
|
å
the board of directors without shareholder approval and shareholder approval was not required.
|
||||
|
|
|||||
|
|
þ
the board of directors and the shareholders in the manner required by law and the articles of organization.
|
||||
|
|
|||||
(6)
|
|
State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares.
|
|
|
|
|
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|
|
|
|
WITHOUT PAR VALUE
|
|
WITH PAR VALUE
|
||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
WITH PAR VALUE
|
||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
(7)
|
The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified: _______________________________
|
*
|
G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and comments relative thereto.
|
|
|
|
|
|
Signed by:
|
|
/s/ Shannon C. Stanley
|
|
|
(signature of authorized individual)
|
|
|
/
S
/ WILLIAM FRANCIS GALVIN
|
WILLIAM FRANCIS GALVIN
|
Secretary of the Commonwealth
|
|
|
|
|
|
|
|
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
FORM MUST BE TYPED
|
|
Articles of Amendment
|
|
FORM MUST BE TYPED
|
(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)
|
|
|
|
(1) Exact name of corporation:
|
|
State Street Corporation
|
|
|
|
(2) Registered office address:
|
|
155 Federal Street, Boston, Massachusetts 02110
|
(number, street, city or town, state, zip code)
|
|
|
(3) These articles of amendment affect article(s):
|
|
(specify the number(s) of article(s) being amended (I-VI))
|
|
|
|
(4) Date adopted:
|
|
August 14, 2012
|
(month, day, year)
|
|
å
|
the incorporators.
|
|
þ
|
the board of directors without shareholder approval and shareholder approval was not required.
|
|
å
|
the board of directors and the shareholders in the manner required by law and the articles of organization.
|
|
|
|
|
|
|
P.C.
|
|
c156ds1006950c11334 01/13/05
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
WITH PAR VALUE
|
||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
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|
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|
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|
|
WITHOUT PAR VALUE
|
|
WITH PAR VALUE
|
||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
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|
|
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|
|
|
(7)
|
The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:
|
*
|
G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.
|
|
|
|
|
|
Signed by:
|
|
/s/ Jeffrey N. Carp
|
|
|
|
|
(signature of authorized individual)
|
|
|
|
å
|
Chairman of the board of directors,
|
|
å
|
President,
|
|
þ
|
Other officer,
|
|
å
|
Court-appointed fiduciary,
|
|
|
STATE STREET CORPORATION
|
|
|
|
By:
|
/s/ Jeffrey N. Carp
|
Name:
|
Jeffrey N. Carp
|
Title:
|
Executive Vice President, Chief Legal Officer and Secretary
|
|
|
|
|
|
Effective date:
|
|
|
|
|
|
|
(must be within 90 days of date submitted)
|
|
|
|
|
|
|
|
Mark Devine c/o WilmerHale
|
|
|
||
|
|
|||
60 State Street
|
|
|
||
|
|
|||
Boston, Massachusetts 02109
|
|
|
||
|
|
|
||
Telephone:
|
|
617 526 5122
|
|
|
|
|
|
|
|
|
|
|
||
Email:
|
|
mark.devine@wilmerhale.com
|
|
|
|
|
|
|
|
FORM MUST BE TYPED
|
|
Articles of Amendment
|
|
FORM MUST BE TYPED
|
|
å
|
the incorporators.
|
|
þ
|
the board of directors without shareholder approval and shareholder approval was not required.
|
|
å
|
the board of directors and the shareholders in the manner required by law and the articles of organization.
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
WITH PAR VALUE
|
||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
WITH PAR VALUE
|
||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7)
|
The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified: _____________________________________
|
|
å
|
Chairman of the board of directors,
|
|
å
|
President,
|
|
þ
|
Other officer,
|
|
å
|
Court-appointed fiduciary,
|
|
|
STATE STREET CORPORATION
|
|
|
|
By:
|
/s/ Jeffrey N. Carp
|
Name:
|
Jeffrey N. Carp
|
Title:
|
Executive Vice President, Chief Legal Officer and Secretary
|
|
|
|
|
|
|
|
Sharon Napolitano c/o WilmerHale
|
|
|
|
|
|
||
|
|
60 State Street
|
|
|
|
|
|
||
|
|
Boston, MA 02109
|
|
|
|
|
|
||
Telephone:
|
|
617-526-5106
|
|
|
|
|
|
||
Email:
|
|
sharon.napolitano@wilmerhale.com
|
|
|
|
/s/ ILLEGIBLE
|
Examiner
|
|
/s/ LAC
|
Name approval
|
|
C
|
|
M
|
|
|
|
|
|
FORM MUST BE TYPED
|
|
Articles of Amendment
|
|
FORM MUST BE TYPED
|
(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)
|
(5)
|
Approved by:
|
|
å
|
the incorporators.
|
|
x
|
the board of directors without shareholder approval and shareholder approval was not required.
|
|
å
|
the board of directors and the shareholders in the manner required by law and the articles of organization.
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
WITH PAR VALUE
|
||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
WITH PAR VALUE
|
||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7)
|
The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:
|
*
|
G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.
|
|
|
STATE STREET CORPORATION
|
|
|
|
By:
|
/s/ Jeffrey N. Carp
|
Name:
|
Jeffrey N. Carp
|
Title:
|
Executive Vice President, Chief Legal Officer and Secretary
|
|
å
|
Chairman of the board of directors,
|
|
å
|
President,
|
|
x
|
Other officer,
|
|
å
|
Court-appointed fiduciary,
|
|
|
|
Examiner
L.A.L
Name approval
C
M
|
Sharon Napolitano c/o WilmerHale 60 State Street Boston, Massachusetts 02109 Telephone: 617 526 5106 Email: Sharon.napolitano@wilmerhale.com Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.
|
|
|
|
|
|
FORM MUST BE TYPED
|
|
Articles of Amendment
|
|
FORM MUST BE TYPED
|
(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)
|
(5)
|
Approved by:
|
|
|
the incorporators.
|
|
x
|
the board of directors without shareholder approval and shareholder approval was not required.
|
|
|
the board of directors and the shareholders in the manner required by law and the articles of organization.
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
WITH PAR VALUE
|
||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
WITH PAR VALUE
|
||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7)
|
The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:
|
*
|
G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.
|
|
|
STATE STREET CORPORATION
|
|
|
|
By:
|
/s/ Jeffrey N. Carp
|
Name:
|
Jeffrey N. Carp
|
Title:
|
Executive Vice President, Chief Legal Officer and Secretary
|
|
|
Chairman of the board of directors,
|
|
|
President,
|
|
x
|
Other officer,
|
|
|
Court-appointed fiduciary,
|
COMMONWEALTH OF MASSACHUSETTS
|
||
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512 |
||
Articles of Amendment
(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34) |
Effective date:
|
|
|||
|
(must be within 90 days of date submitted)
|
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
|
|
|
|
|
|
FORM MUST BE TYPED
|
|
Articles of Amendment
|
|
FORM MUST BE TYPED
|
(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)
|
(1)
|
Exact name of corporation:
State Street Corporation
|
(2)
|
Registered office address:
155 Federal Street, Boston, MA 02110
|
(3)
|
These articles of amendment affect article(s):
IV
|
(4)
|
Date adopted:
April 4, 2016
|
(5)
|
Approved by:
|
|
¬
|
the incorporators.
|
|
x
|
the board of directors without shareholder approval and shareholder approval was not required.
|
|
¬
|
the board of directors and the shareholders in the manner required by law and the articles of organization.
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
WITH PAR VALUE
|
||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WITHOUT PAR VALUE
|
|
WITH PAR VALUE
|
||||||
TYPE
|
|
NUMBER OF SHARES
|
|
TYPE
|
|
NUMBER OF SHARES
|
|
PAR VALUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7)
|
The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:
|
*
|
G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.
|
|
|
|
|
|
STATE STREET CORPORATION
|
||
|
|
|
By:
|
|
/s/ Jeffrey N. Carp
|
Name:
|
|
Jeffrey N. Carp
|
Title:
|
|
Executive Vice President, Chief
Legal Officer and Secretary
|
|
|
|
|
|
|
Signed by:
|
|
/s/ Jeffrey N. Carp
|
|
|
(signature of authorized individual)
|
|
¬
|
Chairman of the board of directors,
|
|
¬
|
President,
|
|
x
|
Other officer,
|
|
¬
|
Court-appointed fiduciary,
|
COMMONWEALTH OF MASSACHUSETTS
|
||
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512 |
||
Articles of Amendment
(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34) |
Effective date:
|
|
|||
|
(must be within 90 days of date submitted)
|
ARTICLE 1
|
Establishment and Purpose
1
|
1.1
|
Restatement
1
|
1.2
|
Purpose
1
|
1.3
|
Section 409A
1
|
ARTICLE 2
|
Definitions
1
|
2.1
|
Account
1
|
2.2
|
Account Balance
1
|
2.3
|
Account Vesting Commencement Date
1
|
2.4
|
Active Participant
1
|
2.5
|
Administrative Procedures
1
|
2.6
|
Administrator
1
|
2.7
|
Affiliate
1
|
2.8
|
Annual Credit Date
2
|
2.9
|
Authorized Person
2
|
2.10
|
Basic Plan
2
|
2.11
|
Beneficiary
2
|
2.12
|
Board
2
|
2.13
|
Business Day
2
|
2.14
|
Cause
2
|
2.15
|
Claimant
2
|
2.16
|
Code
2
|
2.17
|
Committee
3
|
2.18
|
Company
3
|
2.19
|
Company Credit
3
|
2.20
|
Continuing Participant
3
|
2.21
|
Credit Date
3
|
2.22
|
Default Investment Option
3
|
2.23
|
Domestic Partner
3
|
2.24
|
Early Retirement
3
|
2.25
|
Early Retirement Age
3
|
2.26
|
Early Retirement Date
3
|
2.27
|
Effective Date
3
|
2.28
|
Eligible Employee
3
|
2.29
|
Employee
3
|
2.30
|
Employer
3
|
2.31
|
Employment
3
|
2.32
|
Equity Plan
4
|
2.33
|
ERISA
4
|
2.34
|
ESRP Share Award
4
|
2.35
|
Fair Market Value
4
|
2.36
|
FICA Amount
4
|
2.37
|
Final Company Credit
4
|
2.38
|
Impairment.
4
|
2.39
|
Investment Earnings/Losses
4
|
2.40
|
Investment Election Form
4
|
2.41
|
Investment Options
4
|
2.42
|
Normal Retirement
4
|
2.43
|
Normal Retirement Age
4
|
2.44
|
Normal Retirement Date
5
|
2.45
|
Operating Group Participant
5
|
2.46
|
Participant
5
|
2.47
|
Plan
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
6
|
2.57
|
Separation From Service
6
|
2.58
|
Service
6
|
2.59
|
Spouse
6
|
2.60
|
Stock
6
|
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
8
|
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
12
|
4.3
|
Vesting
13
|
4.4
|
Distribution
14
|
ARTICLE 5
|
Special Payment Rules
15
|
5.1
|
Delay in Payment
15
|
5.2
|
Acceleration of Payment
15
|
5.3
|
No Suspension of Payment
16
|
5.4
|
Designation of Taxable Year
16
|
ARTICLE 6
|
Administration
16
|
6.1
|
Authority of the Committee
16
|
6.2
|
Outside Services
17
|
6.3
|
Decisions Binding
17
|
6.4
|
Indemnity of Committee
17
|
6.5
|
Cost of Administration
17
|
ARTICLE 7
|
Amendment and Termination
17
|
7.1
|
Amendment/Termination of Plan
17
|
7.2
|
Termination of Participant Interests
18
|
ARTICLE 8
|
Miscellaneous
18
|
8.1
|
Claims
18
|
8.2
|
Unfunded Plan
18
|
8.3
|
Unsecured General Creditor
18
|
8.4
|
Trust Fund
19
|
8.5
|
Nonassignability
19
|
8.6
|
Not a Contract of Employment
19
|
8.7
|
Validity
19
|
8.8
|
Incompetency
19
|
8.9
|
Successors
19
|
8.10
|
Tax Withholdings
20
|
8.11
|
Governing Law
20
|
EXHIBIT B
|
28
|
Schedule 1
|
28
|
Schedule 3
|
29
|
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 possession in which the Employer has, during said period, sold, offered or negotiated with respect to orders or contracts for any such product, service, equipment or system; 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
|
(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
;
provided, however, that the Company Credit received under this Section 4.1(a)(i) for the 2013 Plan Year shall be in the amount of $100,000 and shall not be provided to an Active Participant who is an Operating Group Participant; provided, further, there shall be no Company Credit under this Section 4.1(a)(i) for any Participant for the 2015 Plan Year.
|
(ii)
|
An Active Participant who became an Active Participant during a Plan Year 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 during which the Active Participant was an Active Participant, and the denominator of which is twelve; provided, however, that the Company Credit received under this Section 4.1(a)(ii) for the 2013 Plan Year shall be equal to the product of (x) $100,000 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 Active Participant but not an Operating Group Participant, and the denominator of which is twelve; provided, further, there shall be no Company Credit under this Section 4.1(a)(ii) for any Participant for the 2015 Plan Year. Any 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 when such Participant was an Active Participant 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; provided, however, that the Company Credit received under this Section 4.1(a)(iii) for the 2013 Plan Year shall be equal to the product of (x) $100,000 and (y) a fraction, the numerator of which is the number of complete calendar months in the Plan Year when such Participant was an Active Participant but not an Operating Group Participant prior to (I) the Active Participant's Retirement Date, (II) the date of the Active Participant's death or (III) the date the Active
|
(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; provided, however, there shall be no ESRP Share Award under this Section 4.1(b)(i) for the 2015 Plan Year. 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, other than an Active Participant who becomes a Separated Participant during the 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; provided, however, there shall be no ESRP Share Award under this Section 4.1(b)(ii) for the 2015 Plan Year. Any such ESRP Share Award shall be granted to the Active Participant 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 at a time when he/she is an Operating Group Participant, shall not be entitled to an ESRP Share Award in respect of such Plan Year but instead for the period of the Plan Year, if any, when the Active Participant was an Operating Group Participant shall be entitled to 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 when the Active Participant was an Operating Group Participant prior to (I) the Operating Group Participant's Retirement Date, (II) the date of the Operating Group Participant's death or (III) the date the Operating Group Participant became Totally Disabled, as applicable, and the denominator of which is twelve; provided, however, there shall be no Company Credit under this Section 4.1(b)(iii) for the 2015 Plan Year. Any such prorated Company Credit shall be credited to the Participant's Account on the Final Credit Date
.
|
(i)
|
Upon an Active Participant’s Retirement, the vested balance of the Participant’s Account, other than the ESRP Share Award if applicable, shall be payable to the Participant in cash in three installment payments. The amount of each cash installment payment shall be the amount determined by multiplying the value of a Participant’s Account, other than the ESRP Share
|
(ii)
|
Upon an Active Participant’s Retirement, the vested balance of the Participant’s ESRP Share Award if applicable shall be distributed to the Participant in the form of shares of Stock, also in three installment payments. The number of shares in any installment payment of an ESRP Share Award if applicable shall the total number of shares under such Award remaining unpaid on the applicable Reference Date multiplied by a fraction, the numerator of which is one and the denominator of which is the remaining number of payments due to the Participant. The installment payments shall be payable on the following dates: (I) the first Business Day following the date that is six months after the Participant’s Retirement Date, (II) the first Business Day coinciding with or following the first anniversary of the Participant’s Retirement Date, and (III) the first Business Day coinciding with or following the second anniversary of the Participant’s Retirement Date, or, in each case, as soon as administratively feasible thereafter in a manner that is consistent with Section 409A Compliance.
|
(i)
|
Upon the death of an Active Participant, the balance of the Active Participant’s Account, calculated as of the close of business on the Reference Date, shall be paid to the Active Participant’s Beneficiary in a single lump sum cash distribution within 90 days following the date of the Active Participant’s death.
|
(ii)
|
Upon the death of a Separated Participant, the Committee shall commute any or all remaining payments to the Separated Participant’s Beneficiary by paying the remaining balance of the Separated Participant’s Account, calculated as of the close of business on the Reference Date, in a single lump sum cash distribution within 90 days following the date of the Separated Participant’s death.
|
ARTICLE 6
|
Administration
|
(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 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, and (iii) add, remove or change investment options (including with respect to balances already notionally invested) under the Plan. References to “Committee” in Sections 6.2, 6.3 and 6.4 below shall be deemed to include the Authorized Person acting within the scope of his or her responsibilities as described in the immediately preceding sentence.
|
(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.
|
ARTICLE 7
|
Amendment and Termination
|
ARTICLE 8
|
Miscellaneous
|
|
EXHIBIT A
|
(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.
|
(iii)
|
Mandatory Provision Fund - Dresdner RCM MPF Plan (Hong Kong);
|
(iv)
|
State Street Superannuation Plan (Australia);
|
(v)
|
State Street Switzerland Pension Plan for Senior Management; and
|
(vi)
|
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 3, 2006. For the avoidance of doubt, the Participant’s accruals under the Plan commenced on January 3, 2006.
|
Freeze Date:
|
For purposes of the Plan and Exhibit A, the “Freeze Date” applicable to the Participant is December 31, 2013.
|
Age/Service Requirements:
|
The age and service requirements under Section 3.3 of the Plan are deemed satisfied as of January 3, 2006.
|
Section 3.6
Forfeitures:
|
For purposes of the Plan and Exhibit A, the application of Section 3.6(b) shall be limited to employment with the following companies (and their respective parents, subsidiaries and affiliates): The Bank of New York Mellon Corporation, Deutsche Bank AG, JP Morgan Chase & Co., Northern Trust Corporation, Bank of America Corporation and Marsh & McLennan Companies. For the avoidance of doubt, Section 8 of the Amended and Restated Employment Agreement between the Company and the Participant (the “
Employment Agreement
”) shall apply and shall supersede Section 3.6 the during the Employment Period (as defined therein).
|
Final Average Earnings:
|
For purposes of the Plan and Exhibit A, “Final Average Earnings” shall not be less than the Participant’s Earnings for the Plan Year that commenced on January 1, 2006.
|
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, provided that the foregoing shall not serve to limit any amounts payable in respect of the Plan, Exhibit A and this Schedule pursuant to the Employment Agreement.
|
Section A.2.3 Supplemental Defined Benefit at Early Retirement:
|
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, provided that the foregoing shall not serve to limit any amounts payable in respect of the Plan, Exhibit A and this Schedule pursuant to the Employment Agreement.
|
Other Retirement
Income:
|
For purposes of the Plan and Exhibit A, subsection (d) of the definition of “Other Retirement Income” shall not be applicable to the Participant.
|
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,
provided
that in the event that a Change of Control (as defined in the Employment Agreement) occurs on or prior to the Freeze Date, the Participant’s Supplemental Defined Benefit shall be calculated under Section A.2.2 without regard to such 20% limit and the Participant shall be deemed to have accrued an additional three years of age and Service; and
provided
further
that the foregoing shall not serve to limit any amounts payable in respect of the Plan, Exhibit A and this Schedule pursuant to the Employment Agreement.
|
Section A.2.3 Supplemental Defined Benefit at Early Retirement:
|
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,
provided
that in the event that a Change of Control (as defined in the Employment Agreement) occurs on or prior to the Freeze Date, the Participant’s Supplemental Defined Benefit shall be calculated under Section A.2.3 without regard to such 20% limit and the Participant shall be deemed to have accrued an additional three years of age and Service; and
provided
further
that the foregoing shall not serve to limit any amounts payable in respect of the Plan, Exhibit A and this Schedule pursuant to the Employment Agreement.
|
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.
|
Amendment/
Termination:
|
No amendment or termination of the Plan, Exhibit A and this Schedule or, taking any other action, shall, in any material manner, reduce or adversely affect the Participant’s accrued benefits or entitlement thereto without the consent of the Participant.
|
|
EXHIBIT C
|
1.
|
In General
|
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
|
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).
|
5.
|
Determination of Claim
|
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.
|
6.
|
Appeal of Claim Denials - Appeals Committee
|
7.
|
Consideration of Appeals
|
8.
|
Resolution of Appeal
|
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 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.
|
12.
|
Authorized Representation
|
13.
|
Form of Communications
|
14.
|
Reliance on Outside Counsel, Consultants, etc.
|
1.
|
Company Credits
|
•
|
.
|
(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; provided, however, that the Company Credit received under this Section 4.1(a)(i) for the 2013 Plan Year shall be in the amount of $100,000 and shall not be provided to an Active Participant who is an Operating Group Participant; provided, further, there shall be no Company Credit under this Section 4.1(a)(i) for any Participant for the 2015 Plan Year or the 2016 Plan Year.
|
(ii)
|
An Active Participant who became an Active Participant during a Plan Year 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 during which the Active Participant was an Active Participant, and the denominator of which is twelve; provided, however, that the Company Credit received under this Section 4.1(a)(ii) for the 2013 Plan Year shall be equal to the product of (x) $100,000 and (y) a fraction, the numerator of which is the number of complete calendar months in the Plan
|
(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 when such Participant was an Active Participant 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; provided, however, that the Company Credit received under this Section 4.1(a)(iii) for the 2013 Plan Year shall be equal to the product of (x) $100,000 and (y) a fraction, the numerator of which is the number of complete calendar months in the Plan Year when such Participant was an Active Participant but not an Operating Group Participant 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); provided, further, there shall be no Company Credit under this Section 4.1(a)(iii) for any Participant for the 2015 Plan Year or the 2016 Plan Year. Any 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; provided, however, there shall be no ESRP Share Award under this Section 4.1(b)(i) for the 2015 Plan Year or the 2016 Plan Year. 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, other than an Active Participant who becomes a Separated Participant during the 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; provided, however, there shall be no ESRP Share Award under this Section 4.1(b)(ii) for
|
(iii)
|
An Active Participant who becomes a Separated Participant due to Retirement, death or Total Disability during a Plan Year at a time when he/she is an Operating Group Participant, shall not be entitled to an ESRP Share Award in respect of such Plan Year but instead for the period of the Plan Year, if any, when the Active Participant was an Operating Group Participant shall be entitled to 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 when the Active Participant was an Operating Group Participant prior to (I) the Operating Group Participant's Retirement Date, (II) the date of the Operating Group Participant's death or (III) the date the Operating Group Participant became Totally Disabled, as applicable, and the denominator of which is twelve; provided, however, there shall be no Company Credit under this Section 4.1(b)(iii) for the 2015 Plan Year or the 2016 Plan Year. Any such prorated Company Credit shall be credited to the Participant's Account on the Final Credit Date.
|
2.
|
Company Credits
|
•
|
.
|
(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; provided, however, that the Company Credit received under this Section 4.1(a)(i) for the 2013 Plan Year shall be in the amount of $100,000 and shall not be provided to an Active Participant who is an Operating Group Participant; provided, further, there shall be no Company Credit under this Section 4.1(a)(i) for any Participant for the 2015 Plan Year or any subsequent Plan Year.
|
(ii)
|
An Active Participant who became an Active Participant during a Plan Year 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 during which the Active Participant was an Active Participant, and the denominator of which is twelve; provided, however, that the Company Credit received under this Section 4.1(a)(ii) for the 2013 Plan Year shall be equal to the product of (x) $100,000 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 Active Participant but not an Operating Group Participant, and the denominator of which is twelve; provided, further, there shall be no Company Credit under this Section 4.1(a)(ii) for any Participant for the 2015 Plan Year or any subsequent Plan Year. Any 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 when such
|
(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; provided, however, there shall be no ESRP Share Award under this Section 4.1(b)(i) for the 2015 Plan Year or any subsequent Plan Year. 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, other than an Active Participant who becomes a Separated Participant during the 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; provided, however, there shall be no ESRP Share Award under this Section 4.1(b)(ii) for the 2015 Plan Year or any subsequent Plan Year. Any such ESRP Share Award shall be granted to the Active Participant 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 at a time when he/she is an Operating Group Participant, shall not be entitled to an ESRP Share Award in respect of such Plan Year but instead for the period of the Plan Year, if any, when the Active Participant was an Operating Group Participant shall be entitled to 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
|
1.1
|
Name and effective date
1
|
1.2
|
Status of Plan
1
|
1.3
|
Definitions
1
|
2.1
|
Eligibility to participate
5
|
2.2
|
Commencement of participation
5
|
2.3
|
Termination of participation
5
|
3.1
|
Deferred Compensation Agreement; Elective Credits
6
|
3.2
|
Election procedures and deadlines.
6
|
3.3
|
Amount of deferrals.
6
|
3.4
|
Matching Credit
7
|
3.5
|
Accounts
7
|
3.6
|
Cancellation of Deferral Elections
7
|
4.1
|
Vesting of Accounts
9
|
5.1
|
Time and form of payment: Matching Credits and Performance-Based Credits
10
|
5.2
|
Time and form of payment: other portions of the Account
10
|
5.3
|
Special rules.
11
|
5.4
|
Unforeseeable emergency
12
|
5.5
|
Certain tax matters
12
|
5.6
|
Distribution of taxable amounts
12
|
5.7
|
Special Rule for 2007
12
|
6.1
|
Plan Administrator
14
|
6.2
|
Outside services
14
|
6.3
|
Indemnification
14
|
6.4
|
Claims procedure
14
|
7.1
|
Amendment; termination
15
|
7.2
|
Effect of amendment or termination
15
|
8.1
|
Source of payments
16
|
8.2
|
Other arrangements made subject to the Plan
16
|
8.3
|
No warranties
16
|
8.4
|
Inalienability of benefits
16
|
8.5
|
Reclassification of Employment Status
16
|
8.6
|
Expenses
16
|
8.7
|
No right of employment
17
|
8.8
|
Headings
17
|
8.9
|
Acceptance of Plan terms
17
|
8.10
|
Construction
17
|
ARTICLE I
|
|
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, as subsequently amended and restated effective January 1, 2008, and renamed the State Street Corporation Management Supplemental Savings Plan. This amendment and restatement reflects changes adopted by the Committee under the First and Second Amendments to the Plan as amended and restated effective January 1, 2008. Such amendments are effective as of the dates set forth in such First and Second Amendments. The Plan is further amended to reflect certain administrative changes, clarifications, and design changes, which further modifications are effective January 1, 2014 unless otherwise provided herein.
|
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.
|
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 3.5. 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 (shift deferential and differential pay paid to an Employee while on military duty or otherwise), 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 excludes all other forms of compensation not listed above paid by an Employer, including but not limited to the following: all commissions and bonuses (including incentive pay), 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)
|
“Credit”
means any or all, as the context requires, of an Elective Credit, a Matching Credit, or a Performance-Based Credit.
|
(g)
|
“Deferred Compensation Agreement”
means the written (or electronic) agreement described in Section 3.1.
|
(h)
|
“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.
|
(i)
|
“Elective Credit”
means an amount credited under Section 3.1.
|
(j)
|
“Eligible Compensation
” for a Plan Year means the sum of an Employee’s Base Pay for the Plan Year plus the Employee’s Incentive Pay for the Plan Year
|
(k)
|
“Eligibility Date”
means each December 1 or such other determination date(s) (such as the date open enrollment begins) as determined by the Plan Administrator.
|
(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, 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.
|
(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”
means, for each Plan Year commencing on and after January 1, 2013, an amount calculated as the lesser of (i) the Employee’s Eligible Compensation, 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 amounts credited under Plan during certain Plan Years prior to January 1, 2014, which amounts were determined, in part, based upon whether a performance-based contribution was made under the Basic Plan for the Plan Year. .
|
(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.
|
ARTICLE III
|
|
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 he or she 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)
|
effective for Plan Years commencing on and after January 1, 2013, an annual rate of Base Pay which when added to Incentive Pay for a Plan Year that exceeds the dollar limitation in
|
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, and subject to the annual election process set forth in Section 3.2, an individual upon first becoming an Eligible Employee may elect to defer (a) Base Pay under Section 3.3(a) starting with Base Pay earned for the Plan Year that begins on the Entry Date next following his or her initial Eligibility Date, and (b) Incentive Pay under Section 3.3(b) starting with Incentive Pay earned for the Plan Year that begins on the Entry Date next following his or her initial Eligibility Date.
|
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.
|
ARTICLE V
|
|
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 earned during the applicable Plan Year by entering into a Deferred Compensation Agreement through the enrollment process established by the Plan Administrator for such Plan Year. An otherwise Eligible Employee who is not provided effective access to the enrollment process for a Plan Year shall be deemed ineligible to participate for such Plan Year. 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.
|
2.
|
Election procedures and deadlines
.
|
(a)
|
Advance elections required
. A Deferred Compensation Agreement with respect to Base Pay and/or Incentive Pay must be made in accordance with such procedures as the Plan Administrator may establish and prior to the beginning of the Plan Year in which such Base Pay and/or Incentive Pay is to be earned. .
|
(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 offered, accepted and approved by the Plan Administrator by the applicable deadline.
|
3.
|
Amount of deferrals
.
|
(a)
|
Base Pay
. For each Plan Year, an Eligible Employee may elect to defer an amount from 1% to 25% (1% to 50% effective for Plan Years commencing on or after January 1, 2013), in whole percentages, of his or her Base Pay for the Plan Year. Notwithstanding the
|
(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. Effective for Plan Years commencing on and after January 1, 2014, for each Plan Year an Eligible Employee may elect to defer an amount that is expressed either as a percentage (from 5% to 100%, in whole-percentage increments) of the Participant’s net of FICA withholding Incentive Pay for the Plan Year (or other period), or as a whole dollar amount not less than $1,000 and not exceeding 100% of such net of FICA withholding Incentive Pay.
|
4.
|
Matching Credit
. For each Plan Year commencing on and after January 1, 2012, 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) 5% of the Participant’s Match-Eligible Compensation for such Plan Year. Effective for Plan Years commencing on and after January 1, 2013, Matching Credits for a Plan Year shall be added to the Participant’s Account as soon as practicable following the earlier of (i) the last day of the Plan Year, or (ii) the last day of the calendar quarter following the date of the Participant’s Separation from Service or Disability..
|
5.
|
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 3.5. 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 (daily, commencing on and after October 1, 2012). 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.
|
6.
|
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 5.4 below. Effective November 1, 2014, a Participant’s outstanding Base Pay deferral election shall be cancelled if the Participant 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 month following the date on which such impairment occurs. If a Participant’s deferral elections are cancelled pursuant to this Section 3.6, any later deferral election by the Participant will be subject to the timing requirements of Section 3.2.
|
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.
|
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 is six months after the date of the Participant’s Separation from Service..
|
5.2
|
Time and form of payment: other portions of the Account
. Effective for the deferral of amounts earned on or after January 1, 2013:
|
(a)
|
Each Participant shall elect, not later than as part of his or her Deferred Compensation Agreement, whether the deferral of Base Pay and/or Incentive Pay accrued during the applicable Plan Year, if any, is to be paid or commence to be paid:
|
(b)
|
A Participant may make a separate election each Plan Year with respect to Base Pay and Incentive Pay earned in the Plan Year that are subject to the election(s). In the absence of an affirmative election, the Participant shall be deemed to have elected payment of all subject deferrals in a single lump sum on the date specified in Section 5.1 above.
|
(c)
|
Subject to such additional rules and conditions as the Plan Administrator may prescribe, a Participant who has made or who is deemed to have made an election under this Section 5.2 may later change the timing of such election (or deemed election) (a “re-deferral election”) as long as the Participant remains an Employee at the time of the election, but only if all of the following additional conditions are satisfied: (i) the re-deferral election is made at least 12 months prior to the date on which payment would have otherwise been made or commenced; (ii) the re-deferral election cannot be given effect sooner than twelve (12) months after the date it becomes irrevocable; and (iii) the new payment (or payment commencement) date must follow by at least five (5) years the date on which the benefit would have been paid absent the re-deferral election.
|
(d)
|
For amounts earned prior to January 1, 2013 that have been deferred under the Plan, the payment of all portions of an Account payable under this Section 5.2 shall be governed by the Participant’s initial election or, if there has been a re-deferral election, the most recently effective such re-deferral election. The following information applies to amounts deferred prior to January 1, 2013, and is provided for pre-2013 deferral process historical context -- Notwithstanding the foregoing: (i) if payment is made to a Participant as of a specified date during his or her employment by the Employer, the payment terms for any Base Pay or Incentive Pay deferred from the Plan Year in which such distribution event occurred (“distribution-year deferrals”) shall be governed by a new payment election made at the time of the earliest Deferred Compensation Agreement applicable to any such distribution-year deferrals (and if there is no such new payment election, shall be deemed to have been elected to be paid in a single lump sum on the date specified in Section 5.1 above); and (ii)
the
payment election or deemed payment election made with respect to any distribution-year deferrals shall apply to any and all subsequent deferrals of amounts earned prior to January 1, 2013 unless the distribution-year deferral rule described in clause (v) above would apply to such subsequent deferrals.
|
2.
|
(e)
.
|
3.
|
Special rules
.
|
(a)
|
Payments on account of Disability
. Effective for Disability determinations after October 1, 2012, i
f 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
as soon as administratively feasible following the date on which the Participant becomes Disabled, and in any event by the later of
A)
the fifteenth day of the third month
following the date on which the Participant becomes Disabled, or B) the end of the calendar year in which the Participant becomes Disabled,
in a manner that complies with Code section 409A.
|
(b)
|
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.
|
(c)
|
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.
|
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.
|
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.
|
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.
|
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 consistent with transition guidance under Section 409A of the Code, a new form and time of distribution (commencing not earlier than 2008), subject to such limitations and restrictions as the Plan Administrator may impose. A Participant who fails to elect a new form and time of distribution pursuant to this Section 5.7 shall be deemed to have revoked his or her previous distribution elections with respect to benefits that have not commenced as of December 31, 2007 and to have elected for all such benefits to be paid in accordance with the other provisions of this Article V. This Section 5.7 shall be effective as of January 1, 2007.
|
8.
|
Timely Payments. A
payment shall be treated as made upon the date specified under the Plan provided the payment is made at such specified date or a later date within the same calendar year or, if later, by the fifteenth (15
th
) day of the third calendar month following the date specified under the Plan. Further, a payment is not treated as an accelerated payment if the payment is made no earlier than 30 days before the date specified under the Plan. Notwithstanding the above, neither a Participant nor Beneficiary shall have any influence over the tax year in which a payment falls.
|
ARTICLE XI
|
|
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.
|
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)).
|
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.
|
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.
|
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.
|
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.
|
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.
|
6.
|
Expenses
. The Employer shall pay all costs and expenses incurred in operating and administering the Plan.
|
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.
|
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.
|
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.
|
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
|
State Street Fund Services (U.S.) LLC (f.k.a. Palmeri Fund Administrators, Inc.)
State Street Fund Services (f.k.a. 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 Financial Services, Inc.
|
State Street Global Advisors Capital Management Trust Company
|
State Street Mass. Securities Corp.
State Street Mutual Fund Service Company, LLC
State Street Investment Management Solutions, LLC
State Street Public Lending Corp. (effective September 1, 2014) 04-2981072
State Street Boston Leasing Co., Inc. 04-2488283
|
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.
|
6.
|
Appeal of Claim Denials - Appeals Committee.
A claimant who has received an adverse determination of all or part of a claim shall have 60 days from the date of such receipt to contest the denial by filing an
appeal
. An appeal must be in writing and delivered to the Plan Administrator. An appeal will be considered timely only if actually received by the Plan Administrator within the 60-day period or, if sent by mail, postmarked within the 60-day period. The timely review will be completed by the Appeals Committee and should be sent to:
|
7.
|
Consideration of Appeals.
The Appeals Committee shall make an independent decision as to the claim based on a full and fair review of the record. The Appeals Committee shall take into account in its deliberations all comments, documents, records and other information submitted by the claimant, whether submitted in connection with the appeal or in connection with the original claim, and may, but need not, hold a hearing in connection with its consideration of the appeal. The Appeals Committee shall consider an appeal within a reasonable period of time, but not later
|
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 made on or after October 1, 2016 subsection 1.3(k) is replaced in its entirety as follows:
|
•
|
annual retainer - $75,000, payable at the director’s election in shares of State Street common stock or in cash;
|
•
|
meeting fees - $1,500 for each Board meeting attended, together with reimbursement of expenses incurred as a result of attending such meetings, payable in cash;
|
•
|
meeting fees - $1,500 for each committee meeting attended with the exception of the lead director, together with reimbursement of expenses incurred as a result of attending such meetings, payable in cash;
|
•
|
an annual common stock award in an amount of shares equal to $150,000 divided by the closing price of the stock on the date of the annual meeting that begins the period (with additional stock amounts to reflect dividends if the award is deferred);
|
•
|
a pro-rated annual retainer and annual common stock award for any director joining the Board after the annual meeting that begins the period;
|
•
|
an additional annual retainer for the Lead Director of $150,000, payable at the director’s election in shares of State Street common stock or in cash;
|
•
|
an additional annual retainer for the Examining and Audit Committee Chair and for the Risk Committee Chair of $25,000, payable at the director’s election in shares of State Street common stock or in cash;
|
•
|
an additional annual retainer for the Chair of the Executive Compensation Committee of $20,000, payable at the director’s election in shares of State Street common stock or in cash;
|
•
|
an additional annual retainer for the Chair of 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
|
•
|
an additional annual retainer for each member of the Examining and Audit Committee and for each non-employee member of the Risk Committee, other than the Chairs, of $15,000, payable at the director’s election in shares of State Street common stock or in cash.
|
I.
|
Purpose
|
A.
|
No more than $10,000,000 shall be payable under an award to any participant for any award year. The foregoing limit shall be applied before taking into account any notional earnings on deferrals described in E. below.
|
B.
|
|
C.
|
Subject to A. above, the Committee may provide for varying levels of payment under an award depending on whether performance goals have been met or exceeded. In no event, however, shall any amount be payable under an award with respect to a particular performance goal if that performance goal fails to be achieved.
|
D.
|
No payment shall be made with respect to a performance goal related to an award until and unless the Committee shall have certified in writing (in such manner as shall be consistent with regulations under Section 162(m) of the Code) that the performance goal has been met.
|
E.
|
|
F.
|
Except as provided in this paragraph and in E. below, all payments, if any, under an award shall be paid in cash as soon as practicable following certification by the Committee as described above. Notwithstanding the foregoing, the Committee may provide that some portion or all of any award payment be made in shares of common stock of the Company ("Stock") in lieu of cash. Any shares of Stock delivered shall be issued under the Company’s 2006 Equity Incentive Plan or any successor plan thereto, as amended from time to time (the “Equity Incentive Plan”) and may include restricted stock, unrestricted
|
G.
|
|
H.
|
Subject to such rules and limitations as the Committee may prescribe from time to time, the Committee may provide that some portion or all of any award payment be deferred (under the Company’s Supplemental Cash Incentive Plan or such other arrangement as the Committee may specify), or the Committee may permit a participant to elect to have all or any portion of an award payment deferred (under the Company’s Management Supplement Savings Plan or such other arrangement as the Committee may specify), in either case, for a fixed term of years, until separation from service, death, disability, or until the occurrence of some other distribution event consistent with the requirements of Section 409A of the Code. Any amount so deferred shall be credited to the participant's account on the books of the Company and shall represent an unfunded and unsecured liability of the Company to pay the amount so deferred plus such additional amount, if any, representing notional earnings on the deferral ("earnings") as may be prescribed under the deferral rules. The portion of any award payable in stock units shall likewise represent an unfunded and unsecured promise by the Company to deliver shares in the future pursuant to the terms of the Equity Incentive Plan. Earnings with respect to a deferred award shall be limited so as to satisfy the requirements of Treas. Regs. § 1.162-27(e)(2)(iii)(B) (relating to reasonable rates of interest or other returns based on predetermined actual investments) and any limitations imposed by the Federal Deposit Insurance Corporation or similar limitations.
|
I.
|
To be entitled to payment under an award, a participant must be employed by the Company or one of its subsidiaries on December 31 of the award year, except as the Committee may otherwise determine. In addition, the Committee in its discretion may cause an award to a participant to be forfeited if the participant, although employed by the Company or a subsidiary on December 31 of the award year (or on such other date, if any, as may have been fixed by the Committee), has ceased to be employed by the Company and its subsidiaries prior to the date that other awards are (or, but for deferral, would be) paid for such year.
|
J.
|
The Committee in its discretion may reduce (including to zero) any amount otherwise payable under an award, with or without specifying its reasons for doing so.
|
K.
|
|
A.
|
The Committee shall have complete discretion to construe and administer the Plan, to determine eligibility for awards, to determine performance goals, to determine whether or not any performance goal has been satisfied, to determine the amount of payment under any award, and otherwise to do all things necessary or appropriate to carry out the Plan. Actions by the Committee under the Plan shall be conclusive and binding on all persons.
|
B.
|
Unless otherwise expressly set forth in the Plan or an agreement signed by the Company and a participant, no individual shall have the right to be designated by the Committee as a participant in the Plan. Participation in the Plan in one award year does not connote any right to become a participant in the Plan in any future award year. There is no obligation for uniformity of treatment of participants under the Plan.
|
C.
|
Nothing in the Plan or in any award shall entitle any participant to continued employment with the Company and its subsidiaries, and the loss of benefits or potential benefits under an award shall in no event constitute an element of damages in any action brought against the Company or its subsidiaries.
|
D.
|
All payments under an award, including payments in Stock and deferred payments, are intended to be exempt from, or compliant with, the requirements of Section 409A of the Code and shall be construed and interpreted consistently therewith. Neither the Company and its subsidiaries, nor any person acting on behalf of the Company and its subsidiaries, makes any representation or warranty or shall be liable to any participant or to the estate or beneficiary of any participant if any of the provisions of the Plan are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, that section.
|
E.
|
All awards granted under the Plan are subject to any forfeiture, compensation recovery or similar requirements under applicable law and related implementing regulations and related implementing policies and practices of the Company or its subsidiaries in effect from time to time. In the event that under any applicable law or related implementing regulations, the Committee is required to reduce or cancel any amount remaining to be paid, or to recover any amount previously paid, with respect to an award, or to otherwise impose or apply restrictions on an award, it shall, in its sole discretion, be authorized to do so.
|
F.
|
The Committee may at any time amend, modify, suspend or terminate the Plan, or awards made under the Plan, provided, however, that no such amendment, modification, suspension or termination may, without the consent of the participant (or his or her beneficiary in the case of the death of the participant), materially and adversely affect the rights of the participant (or his or her beneficiary, as the case may be) to a payment or distribution hereunder to which he or she is otherwise entitled.
|
G.
|
All required deductions will be withheld from awards prior to distribution, including all applicable federal, state or local taxes. Each participant shall be solely responsible for any tax consequences of his or her award hereunder
.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
EXCLUDING INTEREST ON DEPOSITS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income from continuing operations, as reported
|
|
$
|
2,120
|
|
|
$
|
2,298
|
|
|
$
|
2,437
|
|
|
$
|
2,666
|
|
|
$
|
2,747
|
|
Share of pre-tax income (loss) of unconsolidated entities
|
|
349
|
|
|
(700
|
)
|
|
(10
|
)
|
|
1
|
|
|
(15
|
)
|
|||||
Fixed charges
|
|
334
|
|
|
321
|
|
|
318
|
|
|
365
|
|
|
370
|
|
|||||
Adjusted earnings
|
(A)
|
$
|
2,803
|
|
|
$
|
1,919
|
|
|
$
|
2,745
|
|
|
$
|
3,032
|
|
|
$
|
3,102
|
|
Interest on short-term borrowings
|
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
60
|
|
|
$
|
73
|
|
Interest on long-term debt, including amortization of debt issuance costs
|
|
240
|
|
|
219
|
|
|
206
|
|
|
184
|
|
|
176
|
|
|||||
Portion of long-term leases representative of the interest factor
(1)
|
|
86
|
|
|
95
|
|
|
106
|
|
|
121
|
|
|
121
|
|
|||||
Preferred stock dividends and related adjustments
(2)
|
|
171
|
|
|
112
|
|
|
61
|
|
|
33
|
|
|
39
|
|
|||||
Fixed charges and preferred stock dividends
|
(B)
|
$
|
505
|
|
|
$
|
433
|
|
|
$
|
379
|
|
|
$
|
398
|
|
|
$
|
409
|
|
Consolidated ratios of adjusted earnings to combined fixed charges and preferred stock dividends, excluding interest on deposits
|
(A)/(B)
|
5.55 x
|
|
|
4.43x
|
|
|
7.24x
|
|
|
7.62x
|
|
|
7.58x
|
|
|||||
INCLUDING INTEREST ON DEPOSITS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pre-tax income from continuing operations, as reported
|
|
$
|
2,120
|
|
|
$
|
2,298
|
|
|
$
|
2,437
|
|
|
$
|
2,666
|
|
|
$
|
2,747
|
|
Share of pre-tax income (loss) of unconsolidated entities
|
|
349
|
|
|
(700
|
)
|
|
(10
|
)
|
|
1
|
|
|
(15
|
)
|
|||||
Fixed charges
|
|
419
|
|
|
418
|
|
|
416
|
|
|
458
|
|
|
536
|
|
|||||
Adjusted earnings
|
(C)
|
$
|
2,888
|
|
|
$
|
2,016
|
|
|
$
|
2,843
|
|
|
$
|
3,125
|
|
|
$
|
3,268
|
|
Interest on short-term borrowings and deposits
|
|
$
|
93
|
|
|
$
|
104
|
|
|
$
|
104
|
|
|
$
|
153
|
|
|
$
|
239
|
|
Interest on long-term debt, including amortization of debt issuance costs
|
|
240
|
|
|
219
|
|
|
206
|
|
|
184
|
|
|
176
|
|
|||||
Portion of long-term leases representative of the interest factor
(1)
|
|
86
|
|
|
95
|
|
|
106
|
|
|
121
|
|
|
121
|
|
|||||
Preferred stock dividends and related adjustments
(2)
|
|
171
|
|
|
112
|
|
|
61
|
|
|
33
|
|
|
39
|
|
|||||
Fixed charges and preferred stock dividends
|
(D)
|
$
|
590
|
|
|
$
|
530
|
|
|
$
|
477
|
|
|
$
|
491
|
|
|
$
|
575
|
|
Consolidated ratios of adjusted earnings to combined fixed charges and preferred stock dividends, including interest on deposits
|
(C)/(D)
|
4.89 x
|
|
|
3.80x
|
|
|
5.96x
|
|
|
6.36x
|
|
|
5.68x
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||||||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
EXCLUDING INTEREST ON DEPOSITS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income from continuing operations, as reported
|
|
$
|
2,120
|
|
|
$
|
2,298
|
|
|
$
|
2,437
|
|
|
$
|
2,666
|
|
|
$
|
2,747
|
|
Share of pre-tax income (loss) of unconsolidated entities
|
|
349
|
|
|
(700
|
)
|
|
(10
|
)
|
|
1
|
|
|
(15
|
)
|
|||||
Fixed charges
|
|
334
|
|
|
321
|
|
|
318
|
|
|
365
|
|
|
370
|
|
|||||
Adjusted earnings
|
(A)
|
$
|
2,803
|
|
|
$
|
1,919
|
|
|
$
|
2,745
|
|
|
$
|
3,032
|
|
|
$
|
3,102
|
|
Interest on short-term borrowings
|
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
60
|
|
|
$
|
73
|
|
Interest on long-term debt, including amortization of debt issuance costs
|
|
240
|
|
|
219
|
|
|
206
|
|
|
184
|
|
|
176
|
|
|||||
Portion of long-term leases representative of the interest factor
(1)
|
|
86
|
|
|
95
|
|
|
106
|
|
|
121
|
|
|
121
|
|
|||||
Fixed charges
|
(B)
|
$
|
334
|
|
|
$
|
321
|
|
|
$
|
318
|
|
|
$
|
365
|
|
|
$
|
370
|
|
Consolidated ratios of adjusted earnings to fixed charges, excluding interest on deposits
|
(A)/(B)
|
8.39 x
|
|
|
5.98x
|
|
|
8.63x
|
|
|
8.31x
|
|
|
8.38x
|
|
|||||
INCLUDING INTEREST ON DEPOSITS:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pre-tax income from continuing operations, as reported
|
|
$
|
2,120
|
|
|
$
|
2,298
|
|
|
$
|
2,437
|
|
|
$
|
2,666
|
|
|
$
|
2,747
|
|
Share of pre-tax income (loss) of unconsolidated entities
|
|
349
|
|
|
(700
|
)
|
|
(10
|
)
|
|
1
|
|
|
(15
|
)
|
|||||
Fixed charges
|
|
419
|
|
|
418
|
|
|
416
|
|
|
458
|
|
|
536
|
|
|||||
Adjusted earnings
|
(C)
|
$
|
2,888
|
|
|
$
|
2,016
|
|
|
$
|
2,843
|
|
|
$
|
3,125
|
|
|
$
|
3,268
|
|
Interest on short-term borrowings and deposits
|
|
$
|
93
|
|
|
$
|
104
|
|
|
$
|
104
|
|
|
$
|
153
|
|
|
$
|
239
|
|
Interest on long-term debt, including amortization of debt issuance costs
|
|
240
|
|
|
219
|
|
|
206
|
|
|
184
|
|
|
176
|
|
|||||
Portion of long-term leases representative of the interest factor
(1)
|
|
86
|
|
|
95
|
|
|
106
|
|
|
121
|
|
|
121
|
|
|||||
Fixed charges
|
(D)
|
$
|
419
|
|
|
$
|
418
|
|
|
$
|
416
|
|
|
$
|
458
|
|
|
$
|
536
|
|
Consolidated ratios of adjusted earnings to fixed charges, including interest on deposits
|
(C)/(D)
|
6.89 x
|
|
|
4.82x
|
|
|
6.83x
|
|
|
6.82x
|
|
|
6.10x
|
|
|
|
Antrim Corporation
|
Massachusetts
|
Currenex INC
|
New York
|
International Fund Services (Ireland) Limited
|
Ireland
|
International Fund Services (N.A.) L.L.C.
|
New York
|
Investors Boston Securities Corporation
|
Massachusetts
|
Investors Copley Securities Corporation
|
Massachusetts
|
LASER Trust
|
Grand Cayman
|
Lincoln Securities Corporation
|
Massachusetts
|
Offshore Financial Solutions LTD
|
Grand Cayman
|
Quincy Securities Corporation
|
Massachusetts
|
Sail Trust
|
Grand Cayman
|
SS Borrowdale Pty Limited
|
Australia
|
SS Scarborough Pty Limited
|
Australia
|
SSB Realty, LLC
|
Massachusetts
|
SSGM International UK
|
United Kingdom
|
State Street Australia Limited
|
Australia
|
State Street Bank and Trust Company
|
Massachusetts
|
State Street Bank GMBH
|
Germany
|
State Street Bank Luxembourg S.A.
|
Luxembourg
|
State Street Europe Holdings Germany Sarl & Co KG
|
Germany
|
State Street Europe Holdings Luxembourg Sarl
|
Luxembourg
|
State Street Europe Holdings Switzerland GMBH
|
Switzerland
|
State Street Global Advisors, Inc
|
Massachusetts
|
State Street Global Advisors International Holdings Inc
|
Delaware
|
State Street Global Advisors Limited
|
United Kingdom
|
State Street Global Markets LLC
|
Massachusetts
|
State Street Holdings Germany GMBH
|
Germany
|
State Street International Holdings
|
Massachusetts
|
State Street International Holdings UK Ltd
|
United Kingdom
|
State Street Intl Holdings Switzerland GMBH
|
Switzerland
|
State Street Public Lending Corporation
|
Massachusetts
|
State Street Social Investments Corporation
|
Massachusetts
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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 16, 2017
|
|
By:
|
/s/ J
OSEPH
L. H
OOLEY
|
|
|
|
|
Joseph L. Hooley,
|
|
|
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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 16, 2017
|
|
By:
|
/s/ M
ICHAEL
W. B
ELL
|
|
|
|
|
Michael W. Bell,
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
Date:
|
February 16, 2017
|
|
By:
|
/s/ J
OSEPH
L. H
OOLEY
|
|
|
|
|
Joseph L. Hooley,
|
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
Date:
|
February 16, 2017
|
|
By:
|
/s/ M
ICHAEL
W. B
ELL
|
|
|
|
|
Michael W. Bell,
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|