Annual Report
2015
to Shareholders
State Street Corporation
State Street Financial Center
One Lincoln Street
Boston, MA 02111
www.statestreet.com
©2015 STATE STREET CORPORATION 16-27279-0316
To Our Shareholders
When we look back on the first two decades of the 21st century,
I believe this period will be remembered for the role that technology-
driven innovation played in transforming the way we live, work and
interact. As new technologies and breakthroughs in digitization
redefine markets and customer expectations, the implications for
financial services providers are profound.
At State Street, we have a long history of
investing in and integrating technology
to strengthen our business and spur
innovation, and in recent years we’ve
made significant strides in digitizing
our operations to provide more efficient
and effective solutions for our clients.
Building on the successful completion
in 2014 of our multi-year Business
Operations and Information Technology
Transformation program, we announced
in October 2015 the next phase of our
digital evolution, a five-year initiative
we’re calling State Street Beacon.
We expect Beacon to strengthen
our position as a digital leader in
the financial services industry and
generate $550 million of annual pre-
tax net run-rate expense reductions1
by the end of 2020, compared with our
2015 operating-basis2 expenses. It will
enable us to expand and improve end-
to-end service delivery, increase scale
and efficiency and position us to better
serve our clients’ increasing needs for
sophisticated data analytics, insights
and solutions.
In my letter to you last year, I noted
that we had increased investment
in our regulatory compliance and
risk management infrastructure and
processes and resolved to make risk
excellence a competitive strength for
State Street. These efforts gathered
momentum in 2015 as we elevated risk
excellence as a top priority across the
company, on par with our commitment
to client centricity and financial
performance. We strengthened our risk
assessment and monitoring capabilities
by investing in skilled people, technology
and processes. We rolled out a newly
revised Standard of Conduct and
Ethical Decision-Making Framework
to all employees, and we initiated a
new compliance architecture that
clarifies accountability and individual
responsibility for managing risk.
Our renewed commitment to these
two critical initiatives — digitizing our
company and setting a new standard for
risk excellence — are foundational to
State Street’s future success.
Joseph L. Hooley
Chairman and
Chief Executive Officer
Our renewed
commitment
to these two
critical initiatives—
digitizing our
company and
setting a new
standard for risk
excellence — are
foundational to
State Street’s
future success.
Overall, our
capital ratios,
which are an
important
measure of
financial strength,
remain among
the highest in
the industry.
Summary Financial Results
We faced a number of challenges in
2015, including persistently low interest
rates, the strengthening U.S. dollar, and
heightened regulatory costs. At mid-
year, we were tracking well against our
annual financial goals, but declining
global equity markets and investor
outflows presented additional hurdles in
the second half of the year, and we fell
short of achieving our overall financial
targets for the year.
Our 2015 GAAP-basis diluted earnings
per common share were $4.47, down
1.3 percent compared with $4.53 in
2014. GAAP-basis revenue increased
0.8 percent to $10.4 billion for the year,
while total expenses rose 2.8 percent.
Our 2015 GAAP-basis return on average
common shareholders’ equity was 9.8
percent, unchanged from the prior-
year level.
On an operating basis2, our 2015 diluted
earnings per common share were
$4.89, down 3.2 percent from $5.05 in
2014. Operating-basis revenue rose
0.1 percent to $10.6 billion for the year,
while operating-basis expenses rose 1.3
percent. The impact of the stronger U.S.
dollar constrained revenue growth but
helped reduce expenses. Normalizing
for the effects of currency, revenue
rose 3.1 percent and expenses rose 4.7
percent, on an operating basis.
Operating-basis fee revenue rose
2.1 percent, resulting in positive fee
operating leverage3 of 79 basis points.
Our operating-basis return on average
common shareholders’ equity was
10.7 percent, compared with 10.9
percent in 2014.
While disappointed in our 2015 financial
results, I am confident we have the
right strategy and talent in place and
are making the necessary investments
in technology and risk management
to position State Street to deliver
shareholder value over the long term.
I am pleased with the progress we made
during the year in a number of areas
across the company, which I believe
position us for improved performance
and profitable growth.
Optimizing our Capital Position
We continued to prioritize returning
capital to shareholders in 2015, while
strengthening our capital base and
retaining sufficient funds to invest in
our business. We bought back $1.52
billion of our common stock in 2015 and
declared a total of $1.32 per share in
common stock dividends, an increase
of nearly 14 percent over dividends per
share declared in 2014. Our capital
ratios improved from 2014 year-end
levels, reflecting our proactive efforts
to reduce both risk-weighted assets
and the level of client deposits on our
balance sheet. Overall, our capital
ratios, which are an important measure
of financial strength, remain among the
highest in the industry.
Strengthening our Global Franchise
We serve many of the world’s most
sophisticated institutional investors
in more than 100 geographic markets
worldwide. In 2015, 42 percent of our
asset servicing revenue and 35 percent
of our asset management revenue came
from outside the U.S., and approximately
half of our employees were based
outside the U.S.
We strengthened our presence in
Europe in 2015 by opening an office in
Copenhagen and preparing to expand
operations in Poland, where we opened
an office in Gdansk in early 2016. Our
new Copenhagen office deepens our
overall Nordic reach and reinforces our
commitment to growing our business in
the region. The new Gdansk office builds
on the success of our existing operations
in Krakow, Poland, which opened in
2007 and now employs 2,500 people
providing a range of services to support
our businesses across Europe, including
investment fund accounting, securities
valuation and financial reporting.
Our asset servicing business added
$800 billion of new client commitments
during 2015, and we continue to see
diverse opportunities to deepen our
relationships with existing clients and
attract new business.
The strength of our capabilities and
quality of our client services received
recognition throughout the year. We
were honored as No. 1 Global Custodian
(global total score) in the 2015 Global
Custody Survey by Global Investor/ISF
and as Global Custodian of the Year by
Central Banking Publications in its annual
awards recognizing excellence in the
official institutions industry. Custody
Risk selected us as top Custodian (U.S.
and Canada), Hedge Fund Administrator
and Transfer Agent of the Year in its
2015 Americas Awards, and also as
Transition Manager, Securities Lender
and Transfer Agent of the Year in its
2015 European Awards. We also were
named Fund Administrator of the Year by
Global Investor/ISF in its 2015 Investment
Excellence Awards, and Asset Service
Provider of the Year by AsianInvestor in
its 2015 Asset Management Awards.
Investing in Growth
Our asset management business, State
Street Global Advisors (SSGA), continued
to invest in its exchange traded fund
We continue
to see diverse
opportunities
to deepen our
relationships
with existing
clients and attract
new business.
In June... we
launched the
Boston Workforce
Investment
Network, or
Boston WINs, a
four-year pilot
program to boost
education and
job readiness
for urban youth
in Boston.
(ETF) product line-up and distribution
channels and over the past two years
has nearly doubled its U.S. sales force
that works with financial intermediaries
and retail clients. SSGA launched 35
ETFs during the year and had five of
the top 10 new products in the U.S.,
including the fastest-growing new fund,
a total return tactical ETF launched in
a partnership with DoubleLine Capital.
SSGA also expanded its Environmental,
Social and Governance product offering
with the launch of the first ETF designed
to help investors seeking to eliminate
fossil fuel reserves from their portfolio
while maintaining exposure to the core
of the S&P 500 Index.
Since its launch in 2013, State Street
Global ExchangeSM has worked with
asset owners and asset managers to
help them use advanced data analytics
to make better-informed business
decisions, such as uncovering new
investment approaches or managing
risk or liquidity more effectively
across their portfolios. Investors and
regulators are increasingly concerned
about portfolio liquidity challenges that
can arise from a mix of factors, such
as investment trends and the overall
market environment. State Street
Global Exchange provides tools and
solutions, including expertise in liquidity
measurement and stress testing, to
help investment managers comply with
their global regulatory requirements.
For example, our liquidity risk solution,
which we tailor to each client’s specific
needs, aggregates and manages
data from multiple providers to
present a consistent view of liquidity
across portfolios.
Committed to Corporate Responsibility
We believe that being a responsible
corporate citizen is essential to the
long-term success of our business,
and the strength of our business is
directly linked to the well-being of the
communities in which we operate. Our
State Street Foundation provided $22.7
million to nonprofit organizations around
the world in 2015, including matching
employee contributions of $4.2 million to
2,222 charitable organizations.
During the year, more than a fifth of
our employees participated in
company-sponsored volunteer activities,
devoting 116,000 hours of their time to
charitable causes.
In June, given our emphasis on
education and workforce development,
we launched the Boston Workforce
Investment Network, or Boston WINs,
a four-year pilot program to boost
education and job readiness for urban
youth in Boston, our headquarters for
well over 200 years. Our Foundation
pledged to donate $20 million to five
nonprofit organizations over four years
and hire 1,000 young people who work
with them to advance their education
and job readiness. All five of these
partner organizations have committed
to working closely with each other and
with State Street to pursue our shared
objectives of providing education,
training and meaningful career
opportunities for Boston youth – and to
measure, assess and report our joint
progress regularly.
We believe Boston WINs will provide
better job skills and career opportunities
for young Bostonians; a stronger, more
diverse pipeline of local talent for State
Street and other employers; and a more
prosperous Boston. We hope to mirror
the WINs model over time in other
locations where we operate.
Our efforts to be a responsible corporate
citizen received widespread recognition
in 2015. Corporate Responsibility Magazine
named State Street to its list
of the 100 Best Corporate Citizens
for the ninth consecutive year. We
also received a perfect 100 rating for
the second consecutive year in the
Human Rights Campaign’s 2015
Corporate Equality Index, a national
benchmarking survey and report on
corporate policies and practices related
to LGBT workplace equality.
Looking Ahead
Our strategy continues to be supported
by long-term secular trends, including
the globalization of investment assets
and growth in global retirement savings
pools. At the same time, institutional
investors are wrestling with significant
challenges and uncertainty in the
current environment, including weak
global growth, volatile financial markets,
heightened regulatory expectations,
extremely low interest rates, and the
impact of technological disruption and
new competition. As a trusted partner
to many of the world’s largest asset
owners and asset managers, we’re
well-positioned to provide insights and
solutions to support our clients as they
respond to these challenges and pursue
opportunities to grow their business.
We believe
that being a
responsible
corporate citizen
is essential to the
long-term success
of our business.
Regardless of what 2016 may bring,
we will continue to focus on what’s
within our control and do our best to
respond effectively to those elements
we can’t control. Generating positive
fee operating leverage (growing fee
revenue at a faster rate than expenses)
remains a top priority for us in 2016.
We are sharply focused on managing
expenses while pursuing opportunities
to accelerate revenue growth through
cross-selling and product innovation.
I am grateful to you, our shareholders,
for your investment in us, and to the
approximately 30,000 State Street
employees around the world who are
working hard to reward your confidence
in us.
Sincerely,
Joseph L. Hooley
Chairman and Chief Executive Officer
March 23, 2016
1 Estimated pre-tax expense savings relate only to State Street Beacon and the targeted staff reductions announced as part of
our 3Q15 financial results and are based on projected improvement from our full-year 2015 operating-basis expenses, all else
being equal. Actual expenses may increase or decrease in the future due to other factors.
2 This letter to shareholders includes financial information presented on a GAAP basis as well as on a non-GAAP, or
“operating,” basis. Our management team measures and compares certain financial information on an operating basis,
as we believe this presentation supports meaningful comparisons from period to period and the analysis of comparable
financial trends with respect to State Street’s normal ongoing business operations. We believe that operating-basis financial
information, which reports revenue from non-taxable sources, such as interest revenue from tax-exempt investment
securities and processing fees and other revenue associated with tax-advantaged investments, on a fully-taxable equivalent
basis and excludes the impact of revenue and expenses outside of the normal course of business, facilitates an investor’s
understanding and analysis of State Street’s underlying financial performance and trends in addition to financial information
prepared and reported in conformity with GAAP. Operating-basis, or non-GAAP, financial measures should be considered in
addition to, not as a substitute for or superior to, financial measures determined in conformity with GAAP.
3 Fee operating leverage is defined as rate of growth of total fee revenue less the rate of growth of expense, each as
determined on an operating basis.
Forward-Looking Statements
This letter contains forward-looking statements as defined by U.S. securities laws,
including statements relating to our goals and expectations regarding our business,
financial and capital condition, results of operations, the financial and market
outlook, dividend and stock purchase programs, governmental and regulatory
initiatives and developments, and the business environment. Forward-looking
statements are often, but not always, identified by such forward-looking terminology
as “goal,” “target,” “expect,” “objective,” “intend,” “believe,” “may,” “will,” “focus”
and “strategy” or similar statements or variations of such terms. These statements
are not guarantees of future performance, are inherently uncertain, are based on
current assumptions that are difficult to predict and involve a number of risks and
uncertainties. Therefore, actual outcomes and results may differ materially from
what is expressed in those statements, and those statements should not be relied
upon as representing our expectations or beliefs as of any date subsequent to the
date of this letter.
Important factors that could cause actual results to differ materially from those
indicated by any forward-looking statements are set forth in our accompanying
2015 Annual Report on Form 10-K and our subsequent SEC filings. We encourage
investors to read these filings, particularly the sections on risk factors, for additional
information with respect to any forward-looking statements and prior to making any
investment decision. The forward-looking statements contained in this letter speak
only as of the date of this letter, and we do not undertake efforts to revise those
forward-looking statements to reflect events after that date.
2015
Annual Report
to Shareholders
CORPORATE INFORMATION
CORPORATE HEADQUARTERS
State Street Corporation
State Street Financial Center
One Lincoln Street
Boston, Massachusetts 02111-2900
Website: www.statestreet.com
General Inquiries: +1 617/786-3000
ANNUAL MEETING
Wednesday, May 18, 2016, 9:00 a.m. at Corporate Headquarters
TRANSFER AGENT
Registered shareholders wishing to change name or address information on their shares, transfer ownership
of stock, deposit certificates, report lost certificates, consolidate accounts, authorize direct deposit of dividends, or
receive information on our dividend reinvestment plan should contact:
American Stock Transfer & Trust Co., LLC
Operations Center
6201 15th Avenue
Brooklyn, NY 11219
Phone: +1 866/714-7293
Website: www.amstock.com
E-mail: info@amstock.com
STOCK LISTINGS
State Street’s common stock is listed on the New York Stock Exchange under the ticker symbol STT.
SHAREHOLDER INFORMATION
For timely information about State Street’s consolidated financial results and other matters of interest to
shareholders, and to request copies of our news releases and financial reports by mail, please visit our web-site at:
www.statestreet.com/stockholder
For copies of our Forms 10-Q, quarterly earnings press releases, Forms 8-K or additional copies of this
Annual Report, please visit our website, or write to Investor Relations at Corporate Headquarters. Copies are
provided without charge.
Investors and analysts interested in additional financial information may contact our Investor Relations
department at Corporate Headquarters, telephone +1 617/664-3477.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
Commission File No. 001-07511
STATE STREET CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts
(State or other jurisdiction of incorporation)
One Lincoln Street
Boston, Massachusetts
(Address of principal executive office)
04-2456637
(I.R.S. Employer Identification No.)
02111
(Zip Code)
617-786-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class)
Common Stock, $1 par value per share
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
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
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
Depositary Shares, each representing a 1/100th ownership interest in a share of
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F,
without par value per share
(Name of each exchange on which registered)
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
(Do not check if a smaller reporting company)
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the per share price ($77.00) at which the
common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2015) was approximately $31.21 billion
The number of shares of the registrant’s common stock outstanding as of January 31, 2016 was 400,017,186.
Portions of the following documents are incorporated by reference into Parts of this Report on Form 10-K, to the extent noted in such Parts, as indicated below:
(1) The registrant’s definitive Proxy Statement for the 2016 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A on or before April 29, 2016 (Part III).
STATE STREET CORPORATION
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2015
TABLE OF CONTENTS
PART I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
PART II
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
PART IV
Item 15
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Executive Officers of the Registrant
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
SIGNATURES
EXHIBIT INDEX
5
18
45
45
45
45
46
47
51
53
122
122
199
199
202
202
202
203
203
203
204
205
206
ABS
AIFMD
AFS
ALCO
ALLL
AML
AOCI
AUCA
AUM
BCBS
BCRC
BOC
CAP
CCAR
CD
CEO
CET1(1)
CFO
CFP
CFTC
CIS
CLO
COSO
CRE
CRO
CRPC
CVA
DIF
Dodd-Frank Act
E&A Committee
EAD(1)
ECB
ECC
EMIR
EPS
ERISA
ERM
ETF
EVE
FASB
FCA
FDIC
FDICIA
ACRONYMS
Asset-backed securities
Alternative Investment Fund Managers
Directive
Available-for-sale
Asset-Liability Committee
Allowance for loan and lease losses
Anti-money laundering
Accumulated other comprehensive income
(loss)
Assets under custody and administration
Assets under management
Basel Committee on Banking Supervision
Business Conduct Risk Committee
Basel Oversight Committee
FSB
FSOC
FX
GAAP
GCR
G-SIB
HQLA(1)
HTM
IDI
ISDA
LCR(1)
LDA model
LEDR
LTD
Commercial real estate
Chief Risk Officer
Credit Risk & Policy Committee
Credit valuation adjustment
Deposit Insurance Fund
Dodd-Frank Wall Street Reform and
Consumer Protection Act
Capital adequacy process
Comprehensive Capital Analysis and Review MiFID
MRAC
Certificates of deposit
MRC
Chief Executive Officer
MVG
Common equity tier 1
NAV
Chief Financial Officer
NIR
Contingency funding plan
NSFR(1)
Commodity Futures Trading Commission
NYSE
Corporate Information Security
OCI
Collateralized loan obligations
OFAC
Committee of Sponsoring Organizations of the
Treadway Commission
ORM
OTTI
Parent Company
PCA
PD(1)
PRA
P&L
RC
RCSA
RWA(1)
SEC
SERP
SIFI
SLR(1)
SOX
SSGA
SSGA FM
Examining and Audit Committee
Exposure-at-default
European Central Bank
Executive Compensation Committee
European Market Infrastructure Resolution
Earnings per share
Employee Retirement Income Security Act
Enterprise Risk Management
Exchange-Traded Fund
Economic value of equity
Financial Accounting Standards Board
Financial Conduct Authority
Federal Deposit Insurance Corporation
Federal Deposit Insurance Corporation
Improvement Act of 1991
Financial Stability Board
Financial Stability Oversight Council
Foreign exchange
Generally accepted accounting principals
Global credit review
Global systemically important banks
High-quality liquid assets
Held-to-maturity
Insured depository institution
International Swaps and Derivatives
Association
Liquidity coverage ratio
Loss distribution approach model
Loss Event Data Repository
Long term debt
Markets in Financial Instruments Directive
Management Risk and Capital Committee
Model Risk Committee
Model Validation Group
Net asset value
Net interest revenue
Net stable funding ratio
New York Stock Exchange
Other comprehensive income (loss)
Office of Foreign Assets Control
Operational risk management
Other-than-temporary-impairment
State Street Corporation
Prompt corrective action
Probability-of-default
Prudential Regulatory Authority (U.K.)
Profit-and-loss
Risk Committee
Risk and control self-assessment
Risk-weighted assets
Securities and Exchange Commission
Supplemental executive retirement plans
Systemically important financial institutions
Supplementary leverage ratio
Sarbanes-Oxley Act of 2002
State Street Global Advisors
State Street Global Advisors Funds
Management, Inc.
SSGA Ltd.
State Street Bank
TLAC(1)
TMRC
TORC
UCITS
State Street Global Advisors Limited
State Street Bank and Trust Company
Total loss-absorbing capacity
Trading and Markets Risk Committee
Technology and Operational Risk Committee
Undertakings for Collective Investments in
Transferable Securities
Federal Reserve
Board of Governors of the Federal Reserve
System
FFELP
FHLB
FRB
Federal Family Education Loan Program
Federal Home Loan Bank of Boston
Federal Reserve Bank of Boston
UOM
VaR
VIE
Unit of measure
Value-at-risk
Variable interest entity
(1) As defined by the applicable U.S. regulations.
We provide additional disclosures required by
applicable bank regulatory standards, including
supplemental qualitative and quantitative information
with respect to regulatory capital (including market
risk associated with our trading activities), summary
results of semi-annual State Street-run stress tests
which we conduct under the Dodd-Frank Act and
resolution plan disclosures required under the Dodd-
Frank Act on the “Investor Relations” section of our
website under "Filings and Reports."
We use acronyms and other defined terms for
certain business terms and abbreviations, as defined
on the acronyms list following the table of contents to
this Form 10-K.
BUSINESS DESCRIPTION
Overview
We conduct our business primarily through State
Street Bank, which traces its beginnings to the
founding of the Union Bank in 1792. State Street
Bank's current charter was authorized by a special
Act of the Massachusetts Legislature in 1891, and its
present name was adopted in 1960. State Street
Bank operates as a specialized bank, referred to as a
trust or custody bank, that services and manages
assets on behalf of its institutional clients.
Our clients include mutual funds, collective
investment funds and other investment pools,
corporate and public retirement plans, insurance
companies, foundations, endowments and investment
managers.
Additional Information
Additional information about our business
activities is provided in the sections that follow. For
information about our management of credit and
counterparty risk; liquidity risk; operational risk;
market risk associated with our trading activities;
market risk associated with our non-trading, or asset-
and-liability management, activities, primarily
composed of interest-rate risk; and capital, as well as
other risks inherent in our businesses, refer to “Risk
Factors” included under Item 1A, the “Financial
Condition” section of Management's Discussion and
Analysis of Financial Condition and Results of
Operations, or Management's Discussion and
Analysis, included under Item 7, and our consolidated
financial statements and accompanying notes
included under Item 8 of this Form 10-K.
PART I
ITEM 1. BUSINESS
GENERAL
State Street Corporation, referred to as the
parent company, is a financial holding company
organized in 1969 under the laws of the
Commonwealth of Massachusetts. Our executive
offices are located at One Lincoln Street, Boston,
Massachusetts 02111 (telephone (617) 786-3000).
For purposes of this Form 10-K, unless the context
requires otherwise, references to “State Street,” “we,”
“us,” “our” or similar terms mean State Street
Corporation and its subsidiaries on a consolidated
basis. The parent company is a source of financial
and managerial strength to our subsidiaries. Through
our subsidiaries, including our principal banking
subsidiary, State Street Bank and Trust Company,
referred to as State Street Bank, we provide a broad
range of financial products and services to
institutional investors worldwide, with $27.51 trillion of
AUCA and $2.25 trillion of AUM as of December 31,
2015.
As of December 31, 2015, we had consolidated
total assets of $245.19 billion, consolidated total
deposits of $191.63 billion, consolidated total
shareholders' equity of $21.10 billion and 32,356
employees. We operate in more than 100 geographic
markets worldwide, including in the U.S., Canada,
Europe, the Middle East and Asia.
On the “Investor Relations” section of our
corporate website at www.investors.statestreet.com, we
make available, free of charge, all reports we
electronically file with, or furnish to, the SEC including
our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, as
well as any amendments to those reports, as soon as
reasonably practicable after those documents have
been filed with, or furnished to, the SEC. These
documents are also accessible on the SEC’s website
at www.sec.gov. We have included the website
addresses of State Street and the SEC in this report
as inactive textual references only. Information on
those websites is not part of this Form 10-K.
We have Corporate Governance Guidelines, as
well as written charters for the Examining and Audit
Committee, the Executive Committee, the Executive
Compensation Committee, the Nominating and
Corporate Governance Committee, the Risk
Committee and the Technology Committee of our
Board of Directors, or Board, and a Code of Ethics for
senior financial officers, a Standard of Conduct for
Directors and a Standard of Conduct for our
employees. Each of these documents is posted on
the "Investor Relations" section of our website under
"Corporate Governance."
5
LINES OF BUSINESS
Investment Management
We have two lines of business: Investment
Servicing and Investment Management.
Investment Servicing
Our Investment Servicing line of business
performs core custody and related value-added
functions, such as providing institutional investors
with clearing, settlement and payment services. Our
financial services and products allow our large
institutional investor clients to execute financial
transactions on a daily basis in markets across the
globe. As most institutional investors cannot
economically or efficiently build their own technology
and operational processes necessary to facilitate their
global securities settlement needs, our role as a
global trust and custody bank is generally to aid our
clients to efficiently perform services associated with
the clearing, settlement and execution of securities
transactions and related payments.
Our investment servicing products and services
include: custody; product- and participant-level
accounting; daily pricing and administration; master
trust and master custody; record-keeping; cash
management; foreign exchange, brokerage and other
trading services; securities finance; deposit and short-
term investment facilities; loans and lease financing;
investment manager and alternative investment
manager operations outsourcing; and performance,
risk and compliance analytics.
We provide mutual fund custody and accounting
services in the U.S. We offer clients a broad range of
integrated products and services, including
accounting, daily pricing and fund administration. We
service U.S. tax-exempt assets for corporate and
public pension funds, and we provide trust and
valuation services for daily-priced portfolios.
We are a service provider outside of the U.S. as
well. In Germany, Italy, France and Luxembourg, we
provide depotbank services (a fund oversight role
created by regulation) for retail and institutional fund
assets, as well as custody and other services to
pension plans and other institutional clients. In the
U.K., we provide custody services for pension fund
assets and administration services for mutual fund
assets. As of December 31, 2015, we serviced
approximately $1.50 trillion of offshore assets in funds
located primarily in Luxembourg, Ireland and the
Cayman Islands. As of December 31, 2015, we
serviced $1.28 trillion of assets under custody and
administration in the Asia/Pacific region, and in
Japan, we serviced approximately 92% of the trust
assets serviced by non-domestic trust banks.
We are an alternative asset servicing provider
worldwide, servicing hedge, private equity and real
estate funds. As of December 31, 2015, we serviced
approximately $1.32 trillion of AUCA in such funds.
6
We provide our Investment Management
services through SSGA. SSGA provides a broad
array of investment management, investment
research and investment advisory services to
corporations, public funds and other sophisticated
investors. SSGA offers active and passive asset
management strategies across equity, fixed-income
and cash asset classes. Products are distributed
directly and through intermediaries using a variety of
investment vehicles including ETFs such as the
SPDR® ETF brand.
Additional information about our lines of
business is provided under “Line of Business
Information” in Management's Discussion and
Analysis included under Item 7, and in Note 24 to the
consolidated financial statements included under
Item 8 of this Form 10-K. Additional information
about our non-U.S. activities is provided in Note 25 to
the consolidated financial statements included under
Item 8 of this Form 10-K.
COMPETITION
We operate in a highly competitive environment
and face global competition in all areas of our
business. Our competitors include a broad range of
financial institutions and servicing companies,
including other custodial banks, deposit-taking
institutions, investment management firms, insurance
companies, mutual funds, broker/dealers, investment
banks, benefits consultants, business service and
software companies and information services firms.
As our businesses grow and markets evolve, we may
encounter increasing and new forms of competition
around the world.
We believe that many key factors drive
competition in the markets for our business. For
Investment Servicing, quality of service, economies of
scale, technological expertise, quality and scope of
sales and marketing, required levels of capital and
price drive competition, and are critical to our
servicing business. For Investment Management,
key competitive factors include expertise, experience,
availability of related service offerings, quality of
service and performance, and price.
Our competitive success may depend on our
ability to develop and market new and innovative
services, to adopt or develop new technologies, to
bring new services to market in a timely fashion at
competitive prices, to continue and expand our
relationships with existing clients, and to attract new
clients.
SUPERVISION AND REGULATION
State Street is registered with the Federal
Reserve as a bank holding company pursuant to the
Bank Holding Company Act of 1956. The Bank
Holding Company Act limits the activities in which we
and our non-banking subsidiaries may engage to
those that the Federal Reserve considers to be
closely related to banking, or to managing or
controlling banks. These limits also apply to non-
banking entities that we are deemed to “control” for
purposes of the Bank Holding Company Act, which
may include companies of which we own or control
more than 5% of a class of voting shares. The
Federal Reserve may order a bank holding company
to terminate any activity, or its ownership or control of
a non-banking subsidiary, if the Federal Reserve finds
that the activity, ownership or control constitutes a
serious risk to the financial safety, soundness or
stability of a banking subsidiary or is inconsistent with
sound banking principles or statutory purposes. The
Bank Holding Company Act also requires a bank
holding company to obtain prior approval of the
Federal Reserve before it acquires substantially all
the assets of any bank, or ownership or control of
more than 5% of the voting shares of any bank.
The parent company has elected to be treated
as a financial holding company. A financial holding
company and the entities under its control are
permitted to engage both in activities closely related
to banking and in activities considered “financial in
nature” as defined by the Bank Holding Company Act
and the Federal Reserve’s implementing rules and
interpretations. As a financial holding company, State
Street may engage in a broader range of activities
than permitted for bank holding companies and their
subsidiaries that have not elected to become financial
holding companies. Financial holding companies
may engage directly or indirectly in activities that are
defined by the Federal Reserve to be financial in
nature, either de novo or by acquisition, provided that
the financial holding company gives the Federal
Reserve after-the-fact notice of the new activities.
Activities defined to be financial in nature include, but
are not limited to, the following: providing financial or
investment advice; underwriting; dealing in or making
markets in securities; making merchant banking
investments, subject to significant limitations; and any
activities previously found by the Federal Reserve to
be closely related to banking. In order to maintain our
status as a financial holding company, we and each
of our U.S. depository institution subsidiaries must be
well capitalized and well managed, as defined in
applicable regulations and determined in part by the
results of regulatory examinations, and must comply
with Community Reinvestment Act obligations.
Failure to maintain these standards may ultimately
permit the Federal Reserve to take enforcement
actions against us and restrict our ability to engage in
activities defined to be financial in nature. Currently,
under the Bank Holding Company Act, we may not be
able to engage in new activities or acquire shares or
control of other businesses.
The Dodd-Frank Act, which became law in July
2010, has had, and will continue to have, a significant
effect on the regulatory structure of the financial
markets and supervision of bank holding companies,
banks and other financial institutions. The Dodd-
Frank Act, among other things: established the FSOC
to monitor systemic risk posed by financial
institutions; enacted new restrictions on proprietary
trading and private-fund investment activities by
banks and their affiliates, commonly known as the
“Volcker rule” (refer to our discussion of the Volcker
rule provided below under “Regulatory Capital
Adequacy and Liquidity Standards” in this
“Supervision and Regulation” section); created a new
framework for the regulation of derivatives and the
entities that engage in derivatives trading; altered the
regulatory capital treatment of trust preferred and
other hybrid capital securities; revised the
assessment base that is used by the FDIC to
calculate deposit insurance premiums; adopted
capital planning and stress test requirements for large
bank holding companies, including us; and required
large financial institutions to develop plans for their
resolution under the U.S. Bankruptcy Code (or other
specifically applicable insolvency regime) in the event
of material financial distress or failure.
In addition, regulatory change is being
implemented internationally with respect to financial
institutions, including, but not limited to, the
implementation of the Basel III final rule (refer to
“Regulatory Capital Adequacy and Liquidity
Standards” below in this “Supervision and Regulation”
section and “Financial Condition - Capital” in
Management's Discussion and Analysis included
under Item 7 of this Form 10-K for a discussion of
Basel III) and the AIFMD, the EMIR, revisions to the
UCITS directive, revisions to the MiFID, and ongoing
review of European Union data protection regulation.
Many aspects of our business are subject to
regulation by other U.S. federal and state
governmental and regulatory agencies and self-
regulatory organizations (including securities
exchanges), and by non-U.S. governmental and
regulatory agencies and self-regulatory organizations.
Some aspects of our public disclosure, corporate
governance principles and internal control systems
are subject to SOX, the Dodd-Frank Act and
regulations and rules of the SEC and the NYSE.
Regulatory Capital Adequacy and Liquidity
Standards
Like other U.S. bank holding companies, we and
our depository institution subsidiaries are subject to
the current U.S. minimum risk-based capital and
7
leverage ratio guidelines, referred to as Basel III. As
noted above, the status of our parent company as a
financial holding company also requires that we and
our depository institution subsidiaries maintain
specified regulatory capital ratio levels. As of
December 31, 2015, our regulatory capital levels on a
consolidated basis, and the regulatory capital levels
of State Street Bank, our principal banking subsidiary,
exceeded the currently applicable minimum capital
requirements under Basel III and the requirements we
must meet for the parent company to qualify as a
financial holding company.
As an “advanced approaches” banking
organization, State Street became subject to the U.S.
Basel III final rule beginning on January 1, 2014.
However, certain aspects of the U.S. Basel III final
rule, including the new minimum risk-based and
leverage capital ratios, capital buffers, regulatory
adjustments and deductions and revisions to the
calculation of risk-weighted assets under the so-
called “standardized approach,” will commence at a
later date or be phased in over several years.
Among other things, the U.S. Basel III final rule
introduced a minimum common equity tier 1 risk-
based capital ratio of 4.5% and raises the minimum
tier 1 risk-based capital ratio from 4% to 6%. In
addition, for advanced approaches banking
organizations such as State Street, the U.S. Basel III
final rule imposes a minimum supplementary tier 1
leverage ratio of 3%, the numerator of which is tier 1
capital and the denominator of which includes both
on-balance sheet assets and certain off-balance
sheet exposures.
The U.S. Basel III final rule also introduced a
capital conservation buffer and a countercyclical
capital buffer that add to the minimum risk-based
capital ratios. Specifically, the final rule limits a
banking organization’s ability to make capital
distributions and discretionary bonus payments to
executive officers if it fails to maintain a common
equity tier 1 capital conservation buffer of more than
2.5% of total risk-weighted assets and, if deployed
during periods of excessive credit growth, a common
equity tier 1 countercyclical capital buffer of up to
2.5% of total risk-weighted assets, above each of the
minimum common equity tier 1, and tier 1 and total
risk-based capital ratios. Banking regulators have
initially set the countercyclical capital buffer at zero.
To maintain the status of our parent company as
a financial holding company, we and our insured
depository institution subsidiaries are required to be
“well-capitalized” by maintaining capital ratios above
the minimum requirements. Effective on January 1,
2015, the “well-capitalized” standard for our banking
subsidiaries was revised to reflect the higher capital
requirements in the U.S. Basel III final rule.
In addition to introducing new capital ratios and
buffers, the U.S. Basel III final rule revises the
eligibility criteria for regulatory capital instruments and
provides for the phase-out of existing capital
instruments that do not satisfy the new criteria. For
example, existing trust preferred capital securities
were phased out from tier 1 capital over a two-year
period that ended on January 1, 2016, and
subsequently, the qualification of these securities as
tier 2 capital will be phased out over a multi-year
transition period beginning on January 1, 2016 and
ending on January 1, 2022. We had trust preferred
capital securities of $237 million and $475 million
included in tier 1 regulatory capital as of
December 31, 2015 and 2014, respectively.
Under the U.S. Basel III final rule, certain new
items are deducted from common equity tier 1 capital
and certain regulatory capital deductions were
modified as compared to the previously applicable
capital regulations. Among other things, the final rule
requires significant investments in the common stock
of unconsolidated financial institutions, as defined,
and certain deferred tax assets that exceed specified
individual and aggregate thresholds to be deducted
from common equity tier 1 capital. As an advanced
approaches banking organization, after-tax unrealized
gains and losses on AFS investment securities flow
through to and affect State Street’s and State Street
Bank's common equity tier 1 capital, subject to a
phase-in schedule.
We are required to use the advanced
approaches framework as provided in the Basel III
final rule to determine our risk-based capital
requirements. The Dodd-Frank Act applies a "capital
floor" to advanced approaches banking organizations,
such as State Street and State Street Bank. Since
January 1, 2015, the Basel III standardized approach
has acted as that capital floor, and we are subject to
the more stringent of the risk-based capital ratios
calculated under the standardized approach and
those calculated under the advanced approaches in
the assessment of our capital adequacy under the
PCA framework.
In addition to the U.S. Basel III final rule, the
Dodd-Frank Act requires the Federal Reserve to
establish more stringent capital requirements for large
bank holding companies, including State Street. On
August 14, 2015, the Federal Reserve published a
final rule on the implementation of capital
requirements that impose a capital surcharge on U.S.
G-SIBs. The surcharge requirements within the final
rule began to phase-in on January 1, 2016 and will be
fully effective on January 1, 2019. The eight U.S.
banks deemed to be G-SIBs, including State Street,
are required to calculate the G-SIB surcharge
according to two methods, and be bound by the
higher of the two:
8
• Method 1: Assesses systemic importance
based upon five equally-weighted
components: size, interconnectedness,
complexity, cross-jurisdictional activity and
substitutability
• Method 2: Alters the calculation from Method
1 by factoring in a wholesale funding score in
place of substitutability and applying a 2x
multiplier to the sum of the five components
As part of the final rule, the Federal Reserve
published estimated G-SIB surcharges for the eight
U.S. G-SIBs based on relevant data from 2012 to
2014. Method 2 is identified as the binding
methodology for State Street and the applicable
surcharge on January 1, 2016 is calculated to be
1.5%. Assuming completion of the phase-in period
for the capital conservation buffer, and a
countercyclical buffer of 0%, the minimum capital
ratios as of January 1, 2019, including a capital
conservation buffer of 2.5% and G-SIB surcharge of
1.5% in 2019, would be 10.0% for tier 1 risk-based
capital, 12.0% for total risk-based capital, and 8.5%
for common equity tier 1 capital, in order for State
Street to make capital distributions and discretionary
bonus payments without limitation. Not all of our
competitors have similarly been designated as
systematically important, and therefore some of our
competitors may not be subject to the same
additional capital requirements.
In 2014 the FSB published a consultative
document with a proposal to enhance the TLAC of G-
SIBs in resolution. The proposal calls for G-SIBs to
maintain TLAC in excess of prescribed minimum
thresholds. TLAC would include regulatory capital
and liabilities that can be written down or converted
into equity during resolution.
On October 30, 2015, the Federal Reserve
released its proposed TLAC and LTD requirements
for U.S. domiciled G-SIBs, like State Street, that are
intended to improve the resiliency and resolvability of
certain U.S. banking organizations through new
enhanced prudential standards. The proposed
standards impose: (1) TLAC requirements (i.e.,
combined eligible Tier 1 regulatory capital and eligible
LTD); (2) separate eligible LTD requirements; and (3)
clean holding company requirements designed to
make short-term unsecured debt (including deposits)
and most other ineligible liabilities structurally senior
to eligible LTD. The proposed rule would also require
banking organizations subject to the Federal
Reserve’s Basel III capital rules to deduct from
regulatory capital any investments in unsecured debt
issued by a G-SIB.
If adopted as proposed, the rule would, among
other things, subject State Street to minimum
requirements for external TLAC and external LTD,
plus an external TLAC buffer. Specifically, State
Street would be required to hold (1) qualifying equity
and LTD in the amount equal to the greater of 21.5%
of total risk-weighted assets (using the capital
conservation buffer of 2.5% and an estimated G-SIB
method 1 surcharge of 1%) and 9.5% of total
leverage exposure, as defined by the SLR final rule
and (2) qualifying external LTD equal to the greater of
7.5% of risk weighted assets (using an estimated G-
SIB method 2 surcharge of 1.5%) and 4.5% of total
leverage exposure, as defined by the SLR final rule.
The risk-based requirements, if adopted as proposed,
will be phased-in starting in 2019 through 2022. The
proposed leverage requirements would be effective in
2019.
On November 9, 2015, the FSB published its
final principles on TLAC. The FSB final principles
establish minimum levels of loss-absorbing capital
that must be held as a percentage of a G-SIBs risk-
weighted assets. Subject to certain conditions, the
TLAC requirement can be partially met by tier 1 and
tier 2 capital that meets the Basel III capital
requirements. However, capital held for the following
reasons cannot be counted towards a G-SIB’s TLAC
requirements: (1) Basel III capital conservation buffer;
(2) Basel III countercyclical capital buffer
requirements; and (3) supplemental capital
conservation buffer requirements. G-SIBs will be
required to meet the minimum TLAC requirement of
at least 16% of the risk-weighted assets minimum by
January 1, 2019 and at least 18% by January 2022.
Based on the FSB final principles on TLAC, State
Street anticipates having to maintain a TLAC
requirement of 21.5% of risk-weighted assets by
January 2022.
Supplementary Leverage Ratio Framework
In 2014, U.S. banking regulators issued final
rules implementing an SLR, for certain bank holding
companies, like State Street, and their insured
depository institution subsidiaries, like State Street
Bank, which we refer to as the SLR final rule. Upon
implementation, the SLR final rule requires that, as of
January 1, 2018, (i) State Street Bank maintain an
SLR of at least 6% to be well capitalized under the
U.S. banking regulators’ PCA framework and (ii) State
Street maintain an SLR of at least 5% to avoid
limitations on capital distributions and discretionary
bonus payments. In addition to the SLR, State Street
is subject to a minimum tier 1 leverage ratio of 4%,
which differs from the SLR primarily in that the
denominator of the tier 1 leverage ratio is only a
quarterly average of on-balance sheet assets and
does not include any off-balance sheet exposures.
Beginning with reporting for September 30, 2015,
State Street was required to include SLR disclosures,
calculated on a transitional basis, with its other Basel
disclosures.
9
Liquidity Coverage Ratio and Net Stable Funding
Ratio
In addition to capital standards, the Basel III final
rule introduced two quantitative liquidity standards:
the LCR and the NSFR.
In 2014, U.S. banking regulators issued a final
rule to implement the BCBS' LCR in the United
States. The LCR is intended to promote the short-
term resilience of internationally active banking
organizations, like State Street, to improve the
banking industry's ability to absorb shocks arising
from market stress over a 30 calendar day period and
improve the measurement and management of
liquidity risk.
The LCR measures an institution’s HQLA
against its net cash outflows. The LCR began being
phased in on January 1, 2015, at 80%, with full
implementation beginning on January 1, 2017.
In January 2015, State Street was required to
begin reporting its LCR to the Federal Reserve on a
monthly basis. Daily reporting of the LCR to the
Federal Reserve began in July 2015. As of
December 31, 2015, our LCR was in excess of 100%.
Compliance with the LCR has required that we
maintain an investment portfolio that contains an
adequate amount of HQLA. In general, HQLA
investments generate a lower investment return than
other types of investments, resulting in a negative
impact on our net interest revenue and our net
interest margin. In addition, the level of HQLA we are
required to maintain under the LCR is dependent
upon our client relationships and the nature of
services we provide, which may change over time.
For example, if the percentage of our operational
deposits relative to deposits that are not maintained
for operational purposes increases, we would expect
to require less HQLA in order to maintain our LCR.
Conversely, if the percentage of our operational
deposits relative to deposits that are not maintained
for operational purposes decreases, we would expect
to require additional HQLA in order to maintain our
LCR.
In October 2014, the Basel Committee issued
final guidance with respect to the NSFR. The NSFR
will require banking organizations to maintain a stable
funding profile relative to the composition of their
assets and off-balance sheet activities. The NSFR
limits over-reliance on short-term wholesale funding,
encourages better assessment of funding risk across
all on- and off-balance sheet exposures, and
promotes funding stability. The final guidance
establishes a one-year liquidity standard representing
the proportion of long-term assets funded by long-
term stable funding, with the NSFR scheduled to
become a minimum standard beginning on January 1,
2018.
U.S. banking regulators have not yet issued a
proposal to implement the NSFR. We are reviewing
the specifics of the final Basel guidance and will
evaluate the U.S. implementation of this standard to
analyze the impact and develop strategies for
compliance as rules are proposed.
Failure to meet current and future regulatory
capital requirements could subject us to a variety of
enforcement actions, including the termination of
State Street Bank's deposit insurance by the FDIC,
and to certain restrictions on our business, including
those that are described above in this “Supervision
and Regulation” section.
For additional information about our regulatory
capital position and our regulatory capital adequacy,
as well as current and future regulatory capital
requirements, refer to “Financial Condition - Capital”
in Management's Discussion and Analysis included
under Item 7, and Note 16 to the consolidated
financial statements included under Item 8 of this
Form 10-K.
Capital Planning, Stress Tests and Dividends
Pursuant to the Dodd-Frank Act, the Federal
Reserve has adopted capital planning and stress test
requirements for large bank holding companies,
including us, which form part of the Federal Reserve’s
annual CCAR framework. CCAR is used by the
Federal Reserve to evaluate our management of
capital, the adequacy of our regulatory capital and the
potential requirement for us to maintain capital levels
above regulatory minimums. Under the Federal
Reserve’s capital plan final rule, we must conduct
periodic stress testing of our business operations and
submit an annual capital plan to the Federal Reserve,
taking into account the results of separate stress tests
designed by us and by the Federal Reserve.
The capital plan must include a description of all
of our planned capital actions over a nine-quarter
planning horizon, including any issuance of debt or
equity capital instruments, any capital distributions,
such as payments of dividends on, or purchases of,
our stock, and any similar action that the Federal
Reserve determines could affect our consolidated
capital. The capital plan must include a discussion of
how we will maintain capital above the minimum
regulatory capital ratios, including the minimum ratios
under the U.S. Basel III final rule that are phased in
over the planning horizon, and serve as a source of
strength to our U.S. depository institution subsidiaries
under supervisory stress scenarios. The capital plan
requirements mandate that we receive no objection to
our plan from the Federal Reserve before making a
capital distribution. These requirements could require
us to revise our stress-testing or capital management
approaches, resubmit our capital plan or postpone,
cancel or alter our planned capital actions. In
addition, changes in our strategy, merger or
10
acquisition activity or unanticipated uses of capital
could result in a change in our capital plan and its
associated capital actions, including capital raises or
modifications to planned capital actions, such as
purchases of our stock, and may require
resubmission of the capital plan to the Federal
Reserve for its non-objection if, among other reasons,
we would not meet our regulatory capital
requirements after making the proposed capital
distribution.
For additional information regarding capital
planning and stress test requirements and restrictions
on dividends, refer to "Capital Planning, Stress Tests
and Dividends” in this “Supervision and Regulation”
section and Item 5, "Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer
Purchase of Equity Securities” in Part II of this Form
10-K.
In addition to its capital planning requirements,
the Federal Reserve has the authority to prohibit or to
limit the payment of dividends by the banking
organizations it supervises, including us and State
Street Bank, if, in the Federal Reserve’s opinion, the
payment of a dividend would constitute an unsafe or
unsound practice in light of the financial condition of
the banking organization. All of these policies and
other requirements could affect our ability to pay
dividends and purchase our stock, or require us to
provide capital assistance to State Street Bank and
any other banking subsidiary.
In March 2015, we received the results of the
Federal Reserve’s review of our 2015 capital plan in
connection with its 2015 annual CCAR process. The
Federal Reserve did not object to the capital actions
we proposed in our 2015 capital plan and, in March
2015, our Board approved a new common stock
purchase program authorizing the purchase of up to
$1.8 billion of our common stock through June 30,
2016. As of December 31, 2015, we purchased
approximately 14.2 million shares of our common
stock at an average per-share cost of $73.72 and an
aggregate cost of approximately $1.05 billion under
this program. Our 2015 capital plan included an
increase, subject to approval by our Board, to our
quarterly stock dividend to $0.34 per share from
$0.30 per share, beginning in the second quarter of
2015.
In 2012, the Federal Reserve issued a final rule
to implement its capital stress-testing requirements
under the Dodd-Frank Act that require us to conduct
semi-annual State Street-run stress tests. Under this
rule, we are required to publicly disclose the summary
results of our State Street-run stress tests under the
severely adverse economic scenario. In July 2015,
we provided summary results of our 2015 mid-cycle
State Street-run stress tests on the “Investor
Relations” section of our corporate website. The rule
also subjects us to an annual supervisory stress test
conducted by the Federal Reserve.
The Dodd-Frank Act also requires State Street
Bank to conduct an annual stress test. State Street
Bank must submit its 2016 annual State Street Bank-
run stress test to the Federal Reserve by April 5,
2016.
The Volcker Rule
In December 2013, U.S. regulators issued final
regulations to implement the Volcker rule. The
Volcker rule prohibits banking entities, including us
and our affiliates, from engaging in certain prohibited
proprietary trading activities, as defined in the final
Volcker rule regulations, subject to exemptions for
market-making related activities, risk-mitigating
hedging, underwriting and certain other activities.
The Volcker rule will also require banking entities to
either restructure or divest certain ownership interests
in, and relationships with, covered funds (as such
terms are defined in the final Volcker rule
regulations).
The Volcker rule became effective in July 2012,
and the final implementing regulations became
effective in April 2014. We were required to bring our
activities and investments into conformance with the
Volcker rule and its final regulations by July 21, 2015.
In December 2014, the Federal Reserve issued an
order, the 2016 conformance period extension,
extending the Volcker rule’s general conformance
period until July 21, 2016 for investments in and
relationships with covered funds and certain foreign
funds that were in place on or prior to December 31,
2013, referred to as legacy covered funds. Under the
2016 conformance period extension, all investments
in and relationships with investments in a covered
fund made or entered into after December 31, 2013
by a banking entity and its affiliates, and all
proprietary trading activities of those entities, were
required to be in conformance with the Volcker rule
and its final implementing regulations by July 21,
2015. The Federal Reserve stated in the 2016
conformance period extension that it intends to grant
a final one-year extension of the general
conformance period, to July 21, 2017, for banking
entities to conform ownership interests in and
relationships with legacy covered funds.
Whether certain types of investment securities
or structures such as CLOs constitute covered funds,
as defined in the final Volcker rule regulations, and do
not benefit from the exemptions provided in the
Volcker rule, and whether a banking organization's
investments therein constitute ownership interests
remain subject to (1) market, and ultimately
regulatory, interpretation, and (2) the specific terms
and other characteristics relevant to such investment
securities and structures.
11
As of December 31, 2015, we held
approximately $2.10 billion of investments in CLOs.
As of the same date, these investments had an
aggregate pre-tax net unrealized gain of
approximately $43 million, composed of gross
unrealized gains of $46 million and gross unrealized
losses of $3 million. Comparatively, as of
December 31, 2014, we held approximately $4.54
billion of investments in CLOs which had an
aggregate pre-tax net unrealized gain of
approximately $97 million composed of gross
unrealized gains of $105 million and gross unrealized
losses of $8 million. In the event that we or our
banking regulators conclude that such investments in
CLOs, or other investments, are covered funds, we
may be required to divest such investments. If other
banking entities reach similar conclusions with
respect to similar investments held by them, the
prices of such investments could decline significantly,
and we may be required to divest such investments at
a significant discount compared to the investments'
book value. This could result in a material adverse
effect on our consolidated statement of income or on
our consolidated statement of condition in the period
in which such a divestiture occurs.
The final Volcker rule regulations also require
banking entities to establish extensive programs
designed to ensure compliance with the restrictions of
the Volcker rule. We have established a compliance
program which we believe complies with the final
Volcker rule regulations as currently in effect. Such
compliance program restricts our ability in the future
to service certain types of funds, in particular covered
funds for which SSGA acts as an advisor and certain
types of trustee relationships. Consequently, Volcker
rule compliance entails both the cost of a compliance
program and loss of certain revenue and future
opportunities.
Enhanced Prudential Standards
The Dodd-Frank Act established a new
regulatory framework to regulate banking
organizations designated as SIFIs, and has subjected
them to heightened prudential standards, including
heightened capital, leverage, liquidity and risk
management requirements, single-counterparty credit
limits and early remediation requirements. Bank
holding companies with $50 billion or more in
consolidated assets, which includes us, became
automatically subject to the systemic-risk regime in
2010.
The FSOC can recommend prudential
standards, reporting and disclosure requirements to
the Federal Reserve for SIFIs, and must approve any
finding by the Federal Reserve that a financial
institution poses a grave threat to financial stability
and must undertake mitigating actions. The FSOC is
also empowered to designate systemically important
payment, clearing and settlement activities of
financial institutions, subjecting them to prudential
supervision and regulation, and, assisted by the new
Office of Financial Research within the U.S.
Department of the Treasury, also established by the
Dodd-Frank Act, can gather data and reports from
financial institutions, including us.
In February 2014, the Federal Reserve
approved a final rule implementing certain of the
Dodd-Frank Act’s enhanced prudential standards for
large bank holding companies such as State Street.
Under the final rule, we will have to comply with
various liquidity-related risk management standards
and maintain a liquidity buffer of unencumbered
highly liquid assets based on the results of internal
liquidity stress testing. This liquidity buffer is in
addition to other liquidity requirements, such as the
LCR and, when implemented, the NSFR. The final
rule also establishes requirements and
responsibilities for our risk committee and mandates
risk management standards. We became subject to
these new standards on January 1, 2015. Final rules
on single counterparty credit limits and an early
termination framework have not yet been
promulgated. Refer to the risk factor titled “We
assume significant credit risk to counterparties, many
of which are major financial institutions. These
financial institutions and other counterparties may
also have substantial financial dependencies with
other financial institutions and sovereign entities.
This credit exposure and concentration could expose
us to financial loss” included under "Risk Factors"
under Item 1A of this Form 10-K. In addition, the final
rules create a new early-remediation regime to
address financial distress or material management
weaknesses determined with reference to four levels
of early remediation, including heightened
supervisory review, initial remediation, recovery, and
resolution assessment, with specific limitations and
requirements tied to each level.
The systemic-risk regime also provides that, for
institutions deemed to pose a grave threat to U.S.
financial stability, the Federal Reserve, upon an
FSOC vote, must limit that institution’s ability to
merge, restrict its ability to offer financial products,
require it to terminate activities, impose conditions on
activities or, as a last resort, require it to dispose of
assets. Upon a grave-threat determination by the
FSOC, the Federal Reserve must issue rules that
require financial institutions subject to the systemic-
risk regime to maintain a debt-to-equity ratio of no
more than 15 to 1 if the FSOC considers it necessary
to mitigate the risk of the grave threat. The Federal
Reserve also has the ability to establish further
standards, including those regarding contingent
capital, enhanced public disclosures, and limits on
short-term debt, including off-balance sheet
exposures.
12
Resolution Planning
As required by the Dodd-Frank Act, the FDIC
and the Federal Reserve jointly issued a final rule
pursuant to which we are required to submit annually
to the Federal Reserve and the FDIC a plan for our
rapid and orderly resolution under the Bankruptcy
Code (or other specifically applicable insolvency
regime) in the event of material financial distress or
failure, referred to as a resolution plan. The FDIC
also issued a final rule pursuant to which State Street
Bank is required to submit annually to the FDIC a
plan for resolution in the event of its failure, referred
to as an IDI plan. We timely submitted our most
recent annual resolution plan to the Federal Reserve
and the FDIC on July 1, 2015 and State Street Bank
timely submitted its most recent IDI plan to the FDIC
on September 1, 2015. Through resolution planning,
State Street seeks, in the event of the insolvency of
State Street, to maintain State Street Bank’s role as a
key infrastructure provider within the financial system,
while minimizing risk to the financial system and
maximizing value for the benefit of State Street’s
stakeholders. State Street has and will continue to
focus management attention and resources to meet
regulatory expectations with respect to resolution
planning. As set out in its 2015 resolution plan, in the
event of material financial distress or failure, State
Street’s preferred resolution strategy, referred to as
the single point of entry strategy, provides for the
recapitalization of State Street Bank by the parent
company (for example, by forgiving inter-company
indebtedness of State Street Bank owed to the parent
company) prior to the parent company’s entry into
bankruptcy proceedings. The recapitalization is
intended to enable State Street Bank and its material
subsidiaries to continue operating. Under this single
point of entry strategy, State Street Bank and its
material entity subsidiaries would not themselves
enter into resolution proceedings; they would instead
be transferred to a newly organized holding company
held by a reorganization trust for the benefit of the
parent company’s claimants. In the event that such
recapitalization actions occur and were unsuccessful
in stabilizing State Street Bank, the parent company's
financial condition would be adversely impacted and
equity and debt holders of the parent company, may,
as a consequence, be in a worse position than if the
recapitalization did not occur.
In 2014, the Federal Reserve and the FDIC
announced the completion of their reviews of
resolution plans submitted in 2013 by 11 large,
complex banking organizations, including State
Street, under the requirements of the Dodd-Frank Act,
and informed each of these organizations of specific
shortcomings with their respective 2013 resolution
plans. As of February 19, 2016, the Federal Reserve
and the FDIC had not announced the outcomes of
their reviews of plans submitted in 2015. If we fail to
meet regulatory expectations to the satisfaction of the
Federal Reserve and the FDIC in the submission of
our 2015 resolution plan, we could be subject to more
stringent capital, leverage or liquidity requirements,
restrictions on our growth, activities or operations, or
be required to divest certain of our assets or
operations.
Orderly Liquidation Authority
Under the Dodd-Frank Act, certain financial
companies, including bank holding companies such
as State Street, and certain covered subsidiaries, can
be subjected to a new orderly liquidation authority.
The U.S. Treasury Secretary, in consultation with the
President, must first make certain extraordinary
financial distress and systemic risk determinations,
and action must be recommended by two-thirds of the
FDIC Board and two-thirds of the Federal Reserve
Board. Absent such actions, we, as a bank holding
company, would remain subject to the U.S.
Bankruptcy Code.
The orderly liquidation authority went into effect
in July 2010, and rulemaking is proceeding in stages,
with some regulations now finalized and others
planned but not yet proposed. If we were subject to
the orderly liquidation authority, the FDIC would be
appointed as our receiver, which would give the FDIC
considerable powers to resolve us, including: (1) the
power to remove officers and directors responsible for
our failure and to appoint new directors and officers;
(2) the power to assign assets and liabilities to a third
party or bridge financial company without the need for
creditor consent or prior court review; (3) the ability to
differentiate among creditors, including by treating
junior creditors better than senior creditors, subject to
a minimum recovery right to receive at least what
they would have received in bankruptcy liquidation;
and (4) broad powers to administer the claims
process to determine distributions from the assets of
the receivership to creditors not transferred to a third
party or bridge financial institution.
In December 2013, the FDIC released its
proposed single-point-of-entry strategy for resolution
of a SIFI under the orderly liquidation authority. The
FDIC’s release outlines how it would use its powers
under the orderly liquidation authority to resolve a
SIFI by placing its top-tier U.S. holding company in
receivership and keeping its operating subsidiaries
open and out of insolvency proceedings by
transferring the operating subsidiaries to a new bridge
holding company, recapitalizing the operating
subsidiaries and imposing losses on the shareholders
and creditors of the holding company in receivership
according to their statutory order of priority.
13
Derivatives
Title VII of the Dodd-Frank Act imposes a new
regulatory structure on the over-the-counter
derivatives market, including requirements for
clearing, exchange trading, capital, margin, reporting
and record-keeping. In addition, certain derivative
activities are required to be pushed out of insured
depository institutions and conducted in separately
capitalized non-bank affiliates. Title VII also requires
certain persons to register as a major swap
participant, a swap dealer or a securities-based swap
dealer. The CFTC, the SEC, and other U.S.
regulators have adopted and are still in the process of
adopting regulations to implement Title VII. Through
this rulemaking process, these regulators collectively
have adopted or proposed, among other things,
regulations relating to reporting and record-keeping
obligations, margin and capital requirements, the
scope of registration and the central clearing and
exchange trading requirements for certain over-the-
counter derivatives. The CFTC has also issued rules
to enhance the oversight of clearing and trading
entities. The CFTC, along with other regulators,
including the Federal Reserve, are also in the
process of proposing and finalizing additional rules,
such as with respect to margin requirements for
uncleared derivatives transactions.
State Street Bank has registered provisionally
with the CFTC as a swap dealer. As a provisionally
registered swap dealer, State Street Bank is subject
to significant regulatory obligations regarding its swap
activity and the supervision, examination and
enforcement powers of the CFTC and other
regulators. In December 2013, the CFTC granted
State Street Bank a limited-purpose swap dealer
designation. Under this limited-purpose designation,
interest-rate swap activity engaged in by State Street
Bank’s Global Treasury group is not subject to certain
of the swap regulatory requirements otherwise
applicable to swaps entered into by a registered swap
dealer, subject to a number of conditions. For all
other swap transactions, our swap activities remain
subject to all applicable swap dealer regulations.
Money Market Funds
In July 2014, the SEC adopted amendments to
the regulations governing money market funds to
address potential systemic risks and improve
transparency for money market fund investors.
Among other things, the amendments require a
floating net asset value for institutional prime money
market funds (i.e., money market funds that are either
not restricted to natural person investors or not
restricted to investing primarily in U.S. government
securities) and permit (and in some cases require) all
money market funds to impose redemption fees and
gates under certain circumstances. As a result of
these reforms, money market funds may be required
to take certain steps that will affect their structure
and/or operations, which could in turn affect the
liquidity, marketability and return potential of such
funds. Full conformance with these amendments is
required by October 14, 2016.
Money market reforms are also being
considered in Europe. The timing and content of
those regulations remains uncertain. The SEC's July
2014 amended regulations, and the potential reforms
in Europe, could alter the business models of money
market fund sponsors and asset managers, including
many of our servicing clients and SSGA, and may
result in reduced levels of investment in money
market funds. As a result, these requirements may
have an adverse impact on our business, our
operations or our consolidated results of operations.
Subsidiaries
The Federal Reserve is the primary federal
banking agency responsible for regulating us and our
subsidiaries, including State Street Bank, with respect
to both our U.S. and non-U.S. operations.
Our banking subsidiaries are subject to
supervision and examination by various regulatory
authorities. State Street Bank is a member of the
Federal Reserve System, its deposits are insured by
the FDIC and it is subject to applicable federal and
state banking laws and to supervision and
examination by the Federal Reserve, as well as by
the Massachusetts Commissioner of Banks, the
FDIC, and the regulatory authorities of those states
and countries in which State Street Bank operates a
branch. Our other subsidiary trust companies are
subject to supervision and examination by the Office
of the Comptroller of the Currency, the Federal
Reserve or by the appropriate state banking
regulatory authorities of the states in which they are
organized and operate. Our non-U.S. banking
subsidiaries are subject to regulation by the
regulatory authorities of the countries in which they
operate. As of December 31, 2015, the capital of
each of these banking subsidiaries exceeded the
minimum legal capital requirements set by those
regulatory authorities.
We and our subsidiaries that are not
subsidiaries of State Street Bank are affiliates of
State Street Bank under federal banking laws, which
impose restrictions on various types of transactions,
including loans, extensions of credit, investments or
asset purchases by or from State Street Bank, on the
one hand, to us and those of our subsidiaries, on the
other. Transactions of this kind between State Street
Bank and its affiliates are limited with respect to each
affiliate to 10% of State Street Bank’s capital and
surplus, as defined by the aforementioned banking
laws, and to 20% in the aggregate for all affiliates,
and in some cases are also subject to strict collateral
requirements. Under the Dodd-Frank Act, effective in
14
July 2012, derivatives, securities borrowing and
securities lending transactions between State Street
Bank and its affiliates became subject to these
restrictions. The Dodd-Frank Act also expanded the
scope of transactions required to be collateralized. In
addition, the Volcker rule generally prohibits similar
transactions between the parent company or any of
its affiliates and covered funds for which we or any of
our affiliates serve as the investment manager,
investment adviser, commodity trading advisor or
sponsor and other covered funds organized and
offered pursuant to specific exemptions in the final
Volcker rule regulations.
Federal law also requires that certain
transactions with affiliates be on terms and under
circumstances, including credit standards, that are
substantially the same, or at least as favorable to the
institution, as those prevailing at the time for
comparable transactions involving other non-affiliated
companies. Alternatively, in the absence of
comparable transactions, the transactions must be on
terms and under circumstances, including credit
standards, that in good faith would be offered to, or
would apply to, non-affiliated companies.
State Street Bank is also prohibited from
engaging in certain tie-in arrangements in connection
with any extension of credit or lease or sale of
property or furnishing of services. Federal law
provides as well for a depositor preference on
amounts realized from the liquidation or other
resolution of any depository institution insured by the
FDIC.
Our subsidiaries, SSGA FM and SSGA Ltd., act
as investment advisers to investment companies
registered under the Investment Company Act of
1940. SSGA FM, incorporated in Massachusetts in
2001 and headquartered in Boston, Massachusetts,
is registered with the SEC as an investment adviser
under the Investment Advisers Act of 1940 and is
registered with the CFTC as a commodity trading
adviser and pool operator. SSGA Ltd., incorporated
in 1990 as a U.K. limited company and domiciled in
the U.K., is also registered with the SEC as an
investment adviser under the Investment Advisers Act
of 1940. SSGA Ltd. is also authorized and regulated
by the U.K. FCA and is an investment firm under the
MiFID. SSGA FM and SSGA Ltd. each offer a variety
of investment management solutions, including
active, enhanced and passive equity, active and
passive fixed-income, cash management, multi-asset
class solutions and real estate. In addition, a major
portion of our investment management activities are
conducted by State Street Bank, which is subject to
supervision primarily by the Federal Reserve with
respect to these activities.
Our U.S. broker/dealer subsidiary is registered
as a broker/dealer with the SEC, is subject to
regulation by the SEC (including the SEC’s net capital
rule) and is a member of the Financial Industry
Regulatory Authority, a self-regulatory organization.
The U.K. broker/dealer business operates through
our subsidiary, State Street Global Markets
International Limited, which is registered in the U.K.
as a regulated securities broker, is authorized and
regulated by the FCA and is an investment firm under
the MiFID. It is also a member of the London Stock
Exchange. In accordance with the rules of the FCA,
the U.K. broker/dealer publishes information on its
risk management objectives and on policies
associated with its regulatory capital requirements
and resources. Many aspects of our investment
management activities are subject to federal and
state laws and regulations primarily intended to
benefit the investment holder, rather than our
shareholders.
Our activities as a futures commission merchant
are subject to regulation by the CFTC in the U.S. and
various regulatory authorities internationally, as well
as the membership requirements of the applicable
clearinghouses. In addition, we have a subsidiary
registered with the CFTC as a swap execution facility,
and our U.S. broker/dealer subsidiary also offers a
U.S. equities alternative trading system registered
with the SEC.
These laws and regulations generally grant
supervisory agencies and bodies broad administrative
powers, including the power to limit or restrict us from
conducting our investment management activities in
the event that we fail to comply with such laws and
regulations, and examination authority. Our business
related to investment management and trusteeship of
collective trust funds and separate accounts offered
to employee benefit plans is subject to ERISA, and is
regulated by the U.S. Department of Labor.
Our businesses, including our investment
management and securities and futures businesses,
are also regulated extensively by non-U.S.
governments, securities exchanges, self-regulatory
organizations, central banks and regulatory bodies,
especially in those jurisdictions in which we maintain
an office. For instance, among others, the FCA, the
U.K. PRA and the Bank of England regulate our
activities in the U.K.; the Central Bank of Ireland
regulates our activities in Ireland; the German Federal
Financial Supervisory Authority regulates our
activities in Germany; the Commission de
Surveillance du Secteur Financier regulates our
activities in Luxembourg; our German banking group
and the Luxembourg banks are also subject to direct
supervision by the European Central Bank under the
ECB Single Supervisory Mechanism; the Australian
Prudential Regulation Authority and the Australian
Securities and Investments Commission regulate our
activities in Australia; and the Financial Services
Agency and the Bank of Japan regulate our activities
15
in Japan. We have established policies, procedures,
and systems designed to comply with the
requirements of these organizations. However, as a
global financial services institution, we face
complexity and costs related to regulation.
The majority of our non-U.S. asset servicing
operations are conducted pursuant to the Federal
Reserve's Regulation K through State Street Bank’s
Edge Act subsidiary or through international branches
of State Street Bank. An Edge Act corporation is a
corporation organized under federal law that conducts
foreign business activities. In general, banks may not
make investments in their Edge Act corporations (and
similar state law corporations) that exceed 20% of
their capital and surplus, as defined, and the
investment of any amount in excess of 10% of capital
and surplus requires the prior approval of the Federal
Reserve.
In addition to our non-U.S. operations conducted
pursuant to Regulation K, we also make new
investments abroad directly (through us or through
our non-banking subsidiaries) pursuant to the Federal
Reserve's Regulation Y, or through international bank
branch expansion, which are not subject to the
investment limitations applicable to Edge Act
subsidiaries.
Additionally, Massachusetts has its own bank
holding company statute, under which State Street,
among other things, may be required to obtain prior
approval by the Massachusetts Board of Bank
Incorporation for an acquisition of more than 5% of
any additional bank's voting shares, or for other forms
of bank acquisitions.
Anti-Money Laundering and Financial
Transparency
We and certain of our subsidiaries are subject to
the Bank Secrecy Act of 1970, as amended by the
USA PATRIOT Act of 2001, which contains AML and
financial transparency provisions and requires
implementation of regulations applicable to financial
services companies, including standards for verifying
client identification and monitoring client transactions
and detecting and reporting suspicious activities.
AML laws outside the U.S. contain similar
requirements. We have implemented policies,
procedures and internal controls that are designed to
comply with all applicable AML laws and regulations.
Compliance with applicable AML and related
requirements is a common area of review for financial
regulators, and our level of compliance with these
requirements could result in fines, penalties, lawsuits,
regulatory sanctions or difficulties in obtaining
approvals, restrictions on our business activities or
harm to our reputation.
On June 1, 2015, State Street entered into a
written agreement with the Federal Reserve and the
Massachusetts Division of Banks relating to
deficiencies identified in State Street's 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, State Street is 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. If 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 our results of operations or
financial condition.
Deposit Insurance
FDIC-insured depository institutions are required
to pay deposit insurance assessments to the FDIC.
The Dodd-Frank Act made permanent the general
$250,000 deposit insurance limit for insured deposits.
The FDIC’s DIF is funded by assessments on
insured depository institutions. The FDIC assesses
DIF premiums based on an insured depository
institution's average consolidated total assets, less
the average tangible equity of the insured depository
institution during the assessment period. For larger
institutions, such as State Street Bank, assessments
are determined based on regulatory ratings and
forward-looking financial measures to calculate the
assessment rate, which is subject to adjustments by
the FDIC, and the assessment base.
The Dodd-Frank Act also directed the FDIC to
determine whether and to what extent adjustments to
the assessment base are appropriate for “custody
banks". The FDIC has concluded that certain liquid
assets could be excluded from the deposit insurance
assessment base of custody banks that satisfy
specified institutional eligibility criteria. This has the
effect of reducing the amount of DIF insurance
premiums due from custody banks. State Street
Bank is a custody bank for this purpose. The custody
bank assessment adjustment may not exceed total
transaction account deposits identified by the
institution as being directly linked to a fiduciary or
custody and safekeeping asset.
Prompt Corrective Action
The FDIC Improvement Act of 1991 requires the
appropriate federal banking regulator to take “prompt
corrective action” with respect to a depository
institution if that institution does not meet certain
capital adequacy standards. While these regulations
apply only to banks, such as State Street Bank, the
Federal Reserve is authorized to take appropriate
16
action against a parent bank holding company, such
as our parent company, based on the under-
capitalized status of any banking subsidiary. In
certain instances, we would be required to guarantee
the performance of the capital restoration plan for our
under-capitalized banking subsidiary.
Support of Subsidiary Banks
Under Federal Reserve regulations, a bank
holding company such as our parent company is
required to act as a source of financial and
managerial strength to its banking subsidiaries. This
requirement was added to the Federal Deposit
Insurance Act by the Dodd-Frank Act and means that
we are expected to commit resources to State Street
Bank and any other banking subsidiary in
circumstances in which we otherwise might not do so
absent such a requirement. In the event of
bankruptcy, any commitment by us to a federal bank
regulatory agency to maintain the capital of a banking
subsidiary will be assumed by the bankruptcy trustee
and will be entitled to a priority payment.
Insolvency of an Insured U.S. Subsidiary
Depository Institution
If the FDIC is appointed the conservator or
receiver of an FDIC-insured U.S. subsidiary
depository institution, such as State Street Bank,
upon its insolvency or certain other events, the FDIC
has the ability to transfer any of the depository
institution’s assets and liabilities to a new obligor
without the approval of the depository institution’s
creditors, enforce the terms of the depository
institution’s contracts pursuant to their terms or
repudiate or disaffirm contracts or leases to which the
depository institution is a party. Additionally, the
claims of holders of deposit liabilities and certain
claims for administrative expenses against an insured
depository institution would be afforded priority over
other general unsecured claims against such an
institution, including claims of debt holders of the
institution and, under current interpretation,
depositors in non-U.S. offices, in the liquidation or
other resolution of such an institution by any receiver.
As a result, such persons would be treated differently
from and could receive, if anything, substantially less
than the depositors in U.S. offices of the depository
institution.
ECONOMIC CONDITIONS AND GOVERNMENT
POLICIES
Economic policies of the U.S. government and
its agencies influence our operating environment.
Monetary policy conducted by the Federal Reserve
directly affects the level of interest rates, which may
affect overall credit conditions of the economy.
Monetary policy is applied by the Federal Reserve
through open market operations in U.S. government
securities, changes in reserve requirements for
depository institutions, and changes in the discount
rate and availability of borrowing from the Federal
Reserve. Government regulation of banks and bank
holding companies is intended primarily for the
protection of depositors of the banks, rather than for
the shareholders of the institutions and therefore may,
in some cases, be adverse to the interests of those
shareholders. We are similarly affected by the
economic policies of non-U.S. government agencies,
such as the ECB.
STATISTICAL DISCLOSURE BY BANK HOLDING
COMPANIES
The following information, included under Items
6, 7 and 8 of this Form 10-K, is incorporated by
reference herein:
“Selected Financial Data” table (Item 6) -
presents return on average common equity, return on
average assets, common dividend payout and equity-
to-assets ratios.
“Distribution of Average Assets, Liabilities and
Shareholders’ Equity; Interest Rates and Interest
Differential” table (Item 8) - presents consolidated
average balance sheet amounts, related fully taxable-
equivalent interest earned and paid, related average
yields and rates paid and changes in fully taxable-
equivalent interest revenue and interest expense for
each major category of interest-earning assets and
interest-bearing liabilities.
“Investment Securities” section included in
Management's Discussion and Analysis (Item 7) and
Note 3, “Investment Securities,” to the consolidated
financial statements (Item 8) - disclose information
regarding book values, market values, maturities and
weighted-average yields of securities (by category).
Note 4, “Loans and Leases,” to the consolidated
financial statements (Item 8) - discloses our policy for
placing loans and leases on non-accrual status.
“Loans and Leases” section included in
Management’s Discussion and Analysis (Item 7) and
Note 4, “Loans and Leases,” to the consolidated
financial statements (Item 8) - disclose distribution of
loans, loan maturities and sensitivities of loans to
changes in interest rates.
“Loans and Leases” and “Cross-Border
Outstandings” sections of Management’s Discussion
and Analysis (Item 7) - disclose information regarding
cross-border outstandings and other loan
concentrations of State Street.
“Credit Risk Management” section included in
Management’s Discussion and Analysis (Item 7) and
Note 4, “Loans and Leases,” to the consolidated
financial statements (Item 8) - present the allocation
of the allowance for loan losses, and a description of
factors which influenced management’s judgment in
determining amounts of additions or reductions to the
allowance, if any, charged or credited to results of
operations.
17
“Distribution of Average Assets, Liabilities and
Shareholders’ Equity; Interest Rates and Interest
Differential” table (Item 8) - discloses deposit
information.
Note 8, “Short-Term Borrowings,” to the
consolidated financial statements (Item 8) - discloses
information regarding short-term borrowings of State
Street.
ITEM 1A. RISK FACTORS
Forward-Looking Statements
This Form 10-K, as well as other reports
submitted by us under the Securities Exchange Act of
1934, registration statements filed by us under the
Securities Act of 1933, our annual report to
shareholders and other public statements we may
make, contain statements (including statements in the
Management's Discussion and Analysis) that are
considered “forward-looking statements” within the
meaning of U.S. securities laws, including statements
about our goals and expectations regarding our
business, financial and capital condition, results of
operations, strategies, financial portfolio performance,
dividend and stock purchase programs, expected
outcomes of legal proceedings, market growth,
acquisitions, joint ventures and divestitures and new
technologies, services and opportunities, as well as
regarding industry, regulatory, economic and market
trends, initiatives and developments, the business
environment and other matters that do not relate
strictly to historical facts.
Terminology such as “plan,” “expect,” “intend,”
“objective,” “forecast,” “outlook,” “believe,”
“anticipate,” “estimate,” “seek,” “may,” “will,” “trend,”
“target,” “strategy” and “goal,” or similar statements or
variations of such terms, are intended to identify
forward-looking statements, although not all forward-
looking statements contain such terms.
Forward-looking statements are subject to
various risks and uncertainties, which change over
time, are based on management's expectations and
assumptions at the time the statements are made,
and are not guarantees of future results.
Management's expectations and assumptions, and
the continued validity of the forward-looking
statements, are subject to change due to a broad
range of factors affecting the national and global
economies, regulatory environment and the equity,
debt, currency and other financial markets, as well as
factors specific to State Street and its subsidiaries,
including State Street Bank. Factors that could cause
changes in the expectations or assumptions on which
forward-looking statements are based cannot be
foreseen with certainty and include, but are not
limited to:
•
the financial strength and continuing viability
of the counterparties with which we or our
clients do business and to which we have
18
•
•
•
•
•
•
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;
increases in the volatility of, or declines in the
level of, our net interest revenue, changes in
the composition or valuation of the assets
recorded in our consolidated statement of
condition (and our ability to measure the fair
value of investment securities) and the
possibility that we may change the manner in
which we fund those assets;
the liquidity of the U.S. and international
securities markets, particularly the markets
for fixed-income securities and inter-bank
credits, and the liquidity requirements of our
clients;
the level and volatility of interest rates, the
valuation of the U.S. dollar relative to other
currencies in which we record revenue or
accrue expenses and the performance and
volatility of securities, credit, currency and
other markets in the U.S. and internationally;
the credit quality, credit-agency ratings and
fair values of the securities in our investment
securities portfolio, a deterioration or
downgrade of which could lead to other-than-
temporary impairment of the respective
securities and the recognition of an
impairment loss in our consolidated
statement of income;
our ability to attract deposits and other low-
cost, short-term funding, our ability to
manage 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 requirements and risk
profile;
the manner and timing with which the Federal
Reserve and other U.S. and foreign
regulators implement changes to the
regulatory framework applicable to our
operations, including implementation 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
and compliance programs, and changes in
governmental enforcement approaches to
perceived failures to comply with regulatory
or legal obligations;
adverse changes in the regulatory ratios that
we are 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;
increasing requirements to obtain the prior
approval of the Federal Reserve or our other
U.S. and non-U.S. regulators for the use,
allocation or distribution of our capital or other
specific capital actions or programs, including
acquisitions, dividends and stock purchases,
without which our growth plans, distributions
to shareholders, share repurchase programs
or other capital initiatives may be restricted;
changes in law or regulation, or the
enforcement of law or regulation, that may
adversely affect our business activities or
those of our clients or our counterparties, and
the products or services that we sell,
including additional or increased taxes or
assessments thereon, capital adequacy
requirements, margin requirements and
changes that expose us to risks related to the
adequacy of our controls or compliance
programs;
financial market disruptions or economic
recession, whether in the U.S., Europe, Asia
or other regions;
our ability to develop and execute State
Street Beacon, our multi-year program to
create cost efficiencies through changes to
our operations and to further digitize our
service delivery to our clients, any failure of
which, in whole or in part, may among other
things, reduce our competitive position,
diminish the cost-effectiveness of our
systems and processes or provide an
•
•
•
•
•
19
•
•
•
•
•
•
•
•
•
•
insufficient return on our associated
investment;
our ability to promote a strong culture of risk
management, operating controls, compliance
oversight and governance that meet our
expectations and those of our clients and our
regulators;
the results of our review of the manner in
which we invoiced certain client expenses,
including the amount of expenses determined
to be reimbursable, as well as potential
consequences of such review including with
respect to our client relationships and
potential investigations by regulators;
the results of, and costs associated with,
governmental or regulatory inquiries and
investigations, litigation and similar claims,
disputes, or proceedings;
the potential for losses arising from our
investments in sponsored investment funds;
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;
our ability to anticipate and manage the level
and timing of redemptions and withdrawals
from our collateral pools and other collective
investment products;
the credit agency ratings of our debt and
depository obligations and investor and client
perceptions of our financial strength;
adverse publicity, whether specific to State
Street or regarding other industry participants
or industry-wide factors, or other reputational
harm;
our ability to control operational risks, data
security breach risks and outsourcing risks,
our ability to protect our intellectual property
rights, the possibility of errors in the
quantitative models we use to manage our
business and the possibility that our controls
will prove insufficient, fail or be circumvented;
our ability to expand our use of technology to
enhance the efficiency, accuracy and
reliability of our operations and our
dependencies on information technology and
our ability to control related risks, including
cyber-crime and other threats to our
information technology infrastructure and
systems and their effective operation both
independently and with external systems, and
complexities and costs of protecting the
security of our systems and data;
our expectations or beliefs as of any date subsequent
to the time this Form 10-K is filed with the SEC. We
undertake no obligation to revise our forward-looking
statements after the time they are made. The factors
discussed herein are not intended to be a complete
statement of all risks and uncertainties that may affect
our businesses. We cannot anticipate all
developments that may adversely affect our business
or operations or our consolidated results of
operations, financial condition or cash flows.
Forward-looking statements should not be
viewed as predictions, and should not be the primary
basis on which investors evaluate State Street. Any
investor in State Street should consider all risks and
uncertainties disclosed in our SEC filings, including
our filings under the Securities Exchange Act of 1934,
in particular our annual reports on Form 10-K, our
quarterly reports on Form 10-Q and our current
reports on Form 8-K, or registration statements filed
under the Securities Act of 1933, all of which are
accessible on the SEC's website at www.sec.gov or
on the “Investor Relations” section of our corporate
website at www.statestreet.com.
•
•
•
•
•
•
•
•
our ability to grow revenue, manage
expenses, attract and retain highly skilled
people and raise the capital necessary to
achieve our business goals and comply with
regulatory requirements and expectations;
changes 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;
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;
our ability to complete acquisitions, joint
ventures and divestitures, including the ability
to obtain regulatory approvals, the ability to
arrange financing as required and the ability
to satisfy closing conditions;
the risks that our acquired businesses and
joint ventures will not achieve their
anticipated financial and operational benefits
or will not be integrated successfully, or that
the integration will take longer than
anticipated, that expected synergies will not
be achieved or unexpected negative
synergies or liabilities will be experienced,
that client and deposit retention goals will not
be met, that other regulatory or operational
challenges will be experienced, and that
disruptions from the transaction will harm our
relationships with our clients, our employees
or regulators;
our ability to recognize emerging needs of
our clients and to develop products that are
responsive to such trends and profitable to
us, the performance of and demand for the
products and services we offer, and the
potential for new products and services to
impose additional costs on us and expose us
to increased operational risk;
changes in accounting standards and
practices; and
changes in tax legislation and in the
interpretation of existing tax laws by U.S. and
non-U.S. tax authorities that affect the
amount of taxes due.
Actual outcomes and results may differ
materially from what is expressed in our forward-
looking statements and from our historical financial
results due to the factors discussed in this section
and elsewhere in this Form 10-K or disclosed in our
other SEC filings. Forward-looking statements in this
Form 10-K should not be relied on as representing
20
Risk Factors
In the normal course of our business activities,
we are exposed to a variety of risks. The following is
a discussion of various risk factors applicable to State
Street. Additional information about our risk
management framework is included under “Risk
Management” in Management’s Discussion and
Analysis included under Item 7 of this Form 10-K.
Additional risks beyond those described in
Management's Discussion and Analysis or in the
following discussion may be inherent in our activities
or operations as currently conducted, or as we may
conduct them in the future, or in the markets in which
we operate or may in the future operate.
Credit and Counterparty, Liquidity and Market
Risks
We assume significant credit risk to
counterparties, many of which are major financial
institutions. These financial institutions and other
counterparties may also have substantial
financial dependencies with other financial
institutions and sovereign entities. This credit
exposure and concentration could expose us to
financial loss.
The financial markets are characterized by
extensive interdependencies among numerous
parties, including banks, central banks, broker/
dealers, insurance companies and other financial
institutions. These financial institutions also include
collective investment funds, such as mutual funds,
UCITS and hedge funds that share these
interdependencies. Many financial institutions,
including collective investment funds also hold, or are
exposed to, loans, sovereign debt, fixed-income
securities, derivatives, counterparty and other forms
of credit risk in amounts that are material to their
financial condition. As a result of our own business
practices and these interdependencies, we and many
of our clients have concentrated counterparty
exposure to other financial institutions and collective
investment funds, particularly large and complex
institutions, sovereign issuers, mutual funds and
UCITS and hedge funds. Although we have
procedures for monitoring both individual and
aggregate counterparty risk, significant individual and
aggregate counterparty exposure is inherent in our
business, as our focus is on servicing large
institutional investors.
In the normal course of our business, we
assume concentrated credit risk at the individual
obligor, counterparty or group level. Such
concentrations may be material and can often exceed
10% of our consolidated total shareholders' equity.
Our material counterparty exposures change daily,
and the counterparties or groups of related
counterparties to which our risk exposure exceeds
10% of our consolidated total shareholders' equity are
also variable during any reported period; however,
our largest exposures tend to be to other financial
institutions.
Concentration of counterparty exposure
presents significant risks to us and to our clients
because the failure or perceived weakness of our
counterparties (or in some cases of our clients'
counterparties) has the potential to expose us to risk
of financial loss. Changes in market perception of the
financial strength of particular financial institutions or
sovereign issuers can occur rapidly, are often based
on a variety of factors and are difficult to predict.
Since mid-2007, a variety of economic, market
and other factors have contributed to the perception
of many financial institutions as being less
creditworthy, as reflected in the credit downgrades of
numerous large U.S. and non-U.S. financial
institutions in recent years. Also, credit downgrades
to several sovereign issuers (including the U.S.,
Austria, France, Greece, Italy, the Netherlands,
Portugal and Spain) and other issuers have stressed
the perceived creditworthiness of financial institutions,
many of which invest in, accept collateral in the form
of, or value other transactions based on the debt or
other securities issued by sovereign or other issuers.
Economic, political or market turmoil or other
developments may lead to stress on sovereign
issuers, and increase the potential for sovereign
defaults or restructurings, additional credit-rating
downgrades or the departure of sovereign issuers
from common currencies or economic unions. These
same factors may contribute to increased risk of
default or downgrading for financial and corporate
issuers or other market risks associated with reduced
levels of liquidity. As a result, we may be exposed to
increased counterparty risks, either resulting from our
role as principal or because of commitments we make
in our capacity as agent for some of our clients.
Additional selected areas where we experience
exposure to credit risk include:
• Short-term credit. The degree of client
demand for short-term credit tends to
increase during periods of market turbulence,
which may expose us to further counterparty-
related risks. For example, investors in
collective investment vehicles for which we
act as custodian may experience significant
redemption activity due to adverse market or
economic news. Our relationship with our
clients and the nature of the settlement
process for some types of payments may
result in the extension of short-term credit in
such circumstances. For some types of
clients, we provide credit to allow them to
leverage their portfolios, which may expose
21
•
us to potential loss if the client experiences
investment losses or other credit difficulties.
Industry and country risks. In addition to our
exposure to financial institutions, we are from
time to time exposed to concentrated credit
risk at an industry or country level. This
concentration risk also applies to groups of
unrelated counterparties that may have
similar investment strategies involving one or
more particular industries, regions, or other
characteristics. These unrelated
counterparties may concurrently experience
adverse effects to their performance, liquidity
or reputation due to events or other factors
affecting such investment strategies. Though
potentially not material individually (relative to
any one such counterparty), our aggregated
credit exposures to such a group of
counterparties could expose us to a single
market or political event or a correlated set of
events.
• 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.
• 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 risks 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 cases, requirements that
we be responsible for resulting losses
suffered by our clients.
• 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
22
or default. Moreover, not all of our
counterparty exposure is secured, and when
our exposure is secured, the realizable value
of the collateral may have declined by the
time we exercise our rights against that
collateral. This risk may be particularly acute
if we are required to sell the collateral into an
illiquid or temporarily-impaired market.
• 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.
• 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
exceeded the market value of the underlying
portfolio holdings. Concerns regarding the
portfolio of investments protected by such
contracts, or regarding the investment
manager overseeing such an investment
option, may result in redemption demands
from stable value products covered by
benefit-responsive contracts at a time when
the portfolio's market value is less than its
book value, potentially exposing us to risk of
loss.
• U.S. Municipal obligations remarketing credit
facilities. We provide credit facilities in
connection with the remarketing of U.S.
municipal obligations, potentially exposing us
to credit exposure to the municipalities
issuing such bonds and to their increased
liquidity demands. In the current economic
environment, where municipalities are subject
to increased investor concern, the risks
associated with such businesses increase.
• Senior secured bank loans. In recent years,
we have increased our investment in senior
secured bank loans. 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.
Under evolving regulatory restrictions on credit
exposure, which are anticipated to include broader or
more prescriptive measures of credit exposure, we
may be required to limit our exposures to specific
issuers or groups, including financial institutions and
23
sovereign issuers, to levels that we may currently
exceed. These credit exposure restrictions under
such evolving regulations may adversely affect our
businesses, may require that we expand our credit
exposure to a broader range of issuers, including
issuers that represent increased credit risk and may
require that we modify our operating models or the
policies and practices we use to manage our
consolidated statement of condition. The effects of
these considerations may increase when evaluated
under a stressed environment in stress testing,
including CCAR. In addition, we are an adherent to
the new ISDA 2015 Universal Resolution Stay
Protocol and as such are subject to restrictions
against the exercise of rights and remedies against
fellow adherents, including other major financial
institutions, in the event they or an affiliate of theirs
enters into resolution. Although our overall business
is subject to these interdependencies, several of our
business units are particularly sensitive to them,
including our Global Treasury group, that, among
other responsibilities, manages our investment
portfolio, our currency trading business, our securities
finance business, and our investment management
business. Given the limited number of strong
counterparties in the current market, we are not able
to mitigate all of our and our clients' counterparty
credit risk.
Our investment securities portfolio, consolidated
financial condition and consolidated results of
operations could be adversely affected by
changes in market factors including interest
rates, credit spreads and credit performance.
Our investment securities portfolio represented
approximately 41% of our consolidated total assets
as of December 31, 2015. The gross interest
revenue associated with our investment portfolio
represented approximately 18% of our consolidated
total gross revenue for the year ended December 31,
2015 and has represented as much as 30% of our
consolidated gross revenue in the fiscal years since
2007. As such, our consolidated financial condition
and results of operations are materially exposed to
the risks associated with our investment portfolio,
including, without limitation, changes in interest rates,
credit spreads, credit performance, credit ratings, our
access to liquidity, foreign exchange markets, mark-
to-market valuations, and our ability to profitably
reinvest repayments of principal with respect to these
securities. Despite recent increases to interest rates
in the United States, the continued low interest-rate
environment that has persisted since the financial
crisis began in mid-2007, and may continue in 2016
and beyond, limits our ability to achieve a net interest
margin consistent with our historical averages. In
addition, new and proposed regulatory liquidity
standards, such as the LCR, require that we maintain
minimum levels of high quality liquid assets in our
investment portfolio, which generally generate lower
rates of return than other investment assets, resulting
in a negative impact on our net interest revenue and
our net interest margin. For additional information
regarding these liquidity requirements, refer to the
“Liquidity Coverage Ratio and Net Stable Funding
Ratio” section of “Supervision and Regulation” in Item
1, "Business" in this Form 10-K. We may enter into
derivative transactions to hedge or manage our
exposure to interest rate risk, as well as other risks,
such as foreign currency exchange risk and credit
risk. Derivative instruments that we hold for these or
other purposes may not achieve their intended results
and could result in unexpected losses or stresses on
our liquidity or capital resources.
Our investment securities portfolio represents a
greater proportion of our consolidated statement of
condition and our loan and lease portfolios represent
a smaller proportion (approximately 8% of our
consolidated total assets as of December 31, 2015),
in comparison to many other major financial
institutions. In some respects, the accounting and
regulatory treatment of our investment securities
portfolio may be less favorable to us than a more
traditional held-for-investment lending portfolio. For
example, under the U.S. Basel III final rule issued in
July 2013, after-tax changes in the fair value of AFS
investment securities are included in tier 1 capital.
Since loans held for investment are not subject to a
fair-value accounting framework, changes in the fair
value of loans (other than incurred credit losses) are
not similarly included in the determination of tier 1
capital under the U.S. Basel III final rule. Due to this
differing treatment, we may experience increased
variability in our tier 1 capital relative to other major
financial institutions whose loan-and-lease portfolios
represent a larger proportion of their consolidated
total assets than ours.
Additional selected risks associated with our
investment portfolio include:
• Asset class concentration. Our investment
portfolio continues to have significant
concentrations in several classes of
securities, including agency residential
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
24
2011 and may continue to experience stress
in the future. For further information, refer to
the risk factor titled “Our businesses have
significant European operations, and
disruptions in European economies could
have a material adverse effect on our
consolidated results of operations or financial
condition".
Further, we hold a portfolio of U.S. state
and municipal bonds. In view of the budget
deficits that a number of states and
municipalities currently face, the risks
associated with this portfolio are significant.
• Effects of market conditions. If market
conditions deteriorate, our investment
portfolio could experience a decline in
liquidity and market value, 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 than with holdings of U.S. Treasury
securities.
• 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, particularly by a quicker-
than-anticipated increase in interest rates or
by monetary policy that results in persistently
low or negative rates of interest. This 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 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 and the U.S. dollar remains strong
or strengthens, the negative effects on our
net interest revenue likely will continue or
increase.
Our business activities expose us to interest-rate
risk.
In our business activities, we assume interest-
rate risk by investing short-term deposits received
from our clients in our investment portfolio of longer-
and intermediate-term assets. Our net interest
revenue and net interest margin are affected by
among other things, the levels of interest rates in
global markets, changes in the relationship between
short- and long-term interest rates, the direction and
speed of interest-rate changes, and the asset and
liability spreads relative to the currency and
geographic mix of our interest-earning assets and
interest-bearing liabilities. These factors are
influenced, among other things, by a variety of
economic and market forces and expectations,
including monetary policy and other activities of
central banks, such as the Federal Reserve, that we
do not control. Our ability to anticipate changes in
these factors or to hedge the related on- and off-
balance sheet exposures can significantly influence
the success of our asset-and-liability management
activities and the resulting level of our net interest
revenue and net interest margin. The impact of
changes in interest rates and related factors will
depend on the relative duration and fixed- or floating-
rate nature of our assets and liabilities. Sustained
lower interest rates, a flat or inverted yield curve and
narrow credit spreads generally have a constraining
effect on our net interest revenue. In addition, our
ability to change deposit rates in response to changes
in interest rates and other market and related factors
is limited by client relationship considerations. For
additional information about the effects on interest
rates on our business, refer to “Financial Condition -
Market Risk Management - Asset-and-Liability
Management Activities” in Management's Discussion
and Analysis included under Item 7 of this Form 10-K.
If we are unable to effectively manage our
liquidity, including by continuously attracting
deposits and other short-term funding, our
consolidated financial condition, including our
regulatory capital ratios, our consolidated results
of operations and our business prospects, could
be adversely affected.
Liquidity management, including on an intra-day
basis, is critical to the management of our
consolidated statement of condition and to our ability
to service our client base. We generally use our
liquidity to:
• meet clients' demands for return of their
deposits;
• extend credit to our clients in connection with
our custody business; and
•
fund the pool of long- and intermediate-term
assets that are included in the investment
securities carried in our consolidated
statement of condition.
Because the demand for credit by our clients is
difficult to predict and control, and may be at its peak
at times of disruption in the securities markets, and
because the average maturity of our investment
securities portfolio is longer than the contractual
maturity of our client deposit base, we need to
continuously attract, and are dependent on access to,
various sources of short-term funding. During periods
of market disruption, the level of client deposits held
by us has in recent years tended to increase;
however, since such deposits are considered to be
transitory, we have historically deposited so-called
excess deposits with U.S. and non-U.S. central banks
and in other highly liquid but low-yielding instruments.
These levels of excess client deposits, as a
consequence, have increased our net interest
revenue but have adversely affected our net interest
margin.
During 2015, we took action to better balance
our clients’ cash management needs with our
economic and regulatory objectives. These efforts
contributed to a reduction of interest and non-interest
bearing client deposits. While efforts of this nature
may help to decrease the levels of excess deposits in
the near-term, we continue to anticipate higher levels
of client deposits irrespective of the interest rate
environment, particularly during periods of market
stress. In addition, our efforts to better balance our
clients’ cash management needs with our economic
and regulatory objectives could result in some clients
altering their cash management strategies over time,
which exposes us to the risk that those clients may in
the medium or long term reduce their client deposit
balances available to fund the pool of assets included
in our investment securities portfolio. This could
adversely affect our net interest revenue.
In managing our liquidity, our primary source of
short-term funding is client deposits, which are
predominantly transaction-based deposits by
institutional investors. Our ability to continue to
attract these deposits, and other short-term funding
sources such as certificates of deposit and
commercial paper, is subject to variability based on a
number of factors, including volume and volatility in
global financial markets, the relative interest rates
that we are prepared to pay for these deposits, the
perception of safety of these deposits or short-term
obligations relative to alternative short-term
investments available to our clients, including the
capital markets, and the classification of certain
25
deposits for regulatory purposes and related
discussions we may have from time to time with
clients regarding better balancing our clients' cash
management needs with our economic and regulatory
objectives.
The parent company is a non-operating holding
company. To effectively manage our liquidity we
routinely transfer assets among affiliated entities,
subsidiaries and branches. Internal or external
factors, such as government regulations, influence
our liquidity management and may limit our ability to
effectively transfer liquidity internally which could,
among other things, restrict our ability to fund
operations, dividends or stock repurchases, require
us to seek external and potentially more costly capital
and impact our liquidity position. In addition, we may
be exposed to liquidity or other risks in managing
asset pools for third parties that are funded on a
short-term basis, or for which the clients participating
in these products have a right to the return of cash or
assets on limited notice. These business activities
include, among others, securities finance collateral
pools, money market and other short-term investment
funds and liquidity facilities utilized in connection with
municipal bond programs. If clients demand a return
of their cash or assets, particularly on limited notice,
and these investment pools do not have the liquidity
to support those demands, we could be forced to sell
investment securities at unfavorable prices, damaging
our reputation as an asset manager and potentially
exposing us to claims related to our management of
the pools.
The availability and cost of credit in short-term
markets are highly dependent on the markets'
perception of our liquidity and creditworthiness. Our
efforts to monitor and manage our liquidity risk,
including on an intra-day basis, may not be
successful or sufficient to deal with dramatic or
unanticipated changes in the global securities
markets or other event-driven reductions in liquidity.
As a result of such events, among other things, our
cost of funds may increase, thereby reducing our net
interest revenue, or we may need to dispose of a
portion of our investment securities portfolio, which,
depending on market conditions, could result in a loss
from such sales of investment securities being
recorded in our consolidated statement of income.
Our business and capital-related activities,
including our ability to return capital to
shareholders and purchase our capital stock, may
be adversely affected by our implementation of
the revised regulatory capital and liquidity
standards that we must meet under the Basel III
final rule, the Dodd-Frank Act and other
regulatory initiatives, or in the event our capital
plan or post-stress capital ratios are determined
to be insufficient as a result of regulatory capital
stress testing.
Basel III and Dodd-Frank
On January 1, 2015, the U.S. Basel III final rule
replaced the existing Basel I-based approach for
calculating risk-weighted assets with the U.S. Basel
III standardized approach that, among other things,
modifies certain existing risk weights and introduces
new methods for calculating risk-weighted assets for
certain types of assets and exposures. The final rule
also revised the Basel II-based advanced approaches
capital rules to implement Basel III. As a so-called
“advanced approaches” banking organization, State
Street became subject to the U.S. Basel III final rule
on January 1, 2014.
The U.S. Basel III final rule also implemented
certain provisions of the Dodd-Frank Act. The Dodd-
Frank Act applies a “capital floor” to advanced
approaches banking organizations, such as State
Street and State Street Bank. As of January 1, 2015,
the Basel III standardized approach acts as that
capital floor. As a result, we are required to calculate
our risk-based capital ratios under both the Basel III
advanced approaches and the Basel III standardized
approach, and we are subject to the more stringent of
the risk-based capital ratios calculated under the
standardized approach and those calculated under
the advanced approaches in the assessment of our
capital adequacy, including under the prompt
corrective action framework.
In implementing certain aspects of these capital
regulations, we are making interpretations of the
regulatory intent. The Federal Reserve may
determine that we are not in compliance with certain
aspects of the advanced approaches capital rules
and may require us to take certain actions to come
into compliance that could adversely affect our
business operations, our regulatory capital structure,
our capital ratios or our financial performance, or
otherwise restrict our growth plans or strategies. In
addition, banking regulators could change the Basel
III final rule or their interpretations as they apply to us,
including changes to these standards or
interpretations made in regulations implementing
provisions of the Dodd-Frank Act, which could
adversely affect us and our ability to comply with the
Basel III final rule.
26
Along with the U.S. Basel III final rule, banking
regulators also introduced additional new
requirements, such as the SLR and LCR. In addition,
further capital and liquidity requirements are under
consideration by U.S. and international banking
regulators, such as an NSFR, each of which has the
potential to have significant effects on our capital and
liquidity planning and activities.
For example, the specification of the various
elements of the U.S. LCR in the final rule, such as the
eligibility of assets as high-quality liquid assets, the
calculation of net outflows, including the treatment of
operational deposits, and the timing of indeterminate
maturities, could have a material effect on our
business activities, including the management and
composition of our investment securities portfolio and
our ability to extend committed contingent credit
facilities to our clients. The full effects of the Basel III
final rule, and of other regulatory initiatives related to
capital or liquidity, on State Street and State Street
Bank are subject to further regulatory guidance,
action or rule-making.
Systemic Importance
As a G-SIB, we generally expect to be held to
the most stringent provisions under the U.S. Basel III
final rule. For example, on August 14, 2015, the
Federal Reserve published a final rule on the
implementation of capital requirements for U.S. G-
SIBs, and on October 30, 2015, the Federal Reserve
released its proposed TLAC and LTD requirements
for U.S. G-SIBs. For additional information on these
requirements, refer to the “Regulatory Capital
Adequacy and Liquidity Standards” section under
“Supervision and Regulation” in Item 1, "Business" of
this Form 10-K.
Not all of our competitors have similarly been
designated as systemically important, and therefore
some of our competitors are not subject to the same
additional capital requirements.
CCAR
We are required by the Federal Reserve to
conduct periodic stress testing of our business
operations and to develop an annual capital plan as
part of the Federal Reserve's Comprehensive Capital
Analysis and Review process. That process is used
by the Federal Reserve to evaluate our management
of capital, the adequacy of our regulatory capital and
the potential requirement for us to maintain capital
levels above regulatory minimums. The planned
capital actions in our capital plan, including stock
purchases and dividends, may be objected to by the
Federal Reserve, potentially requiring us to revise our
stress-testing or capital management approaches,
resubmit our capital plan or postpone, cancel or alter
our planned capital actions. In addition, changes in
our business strategy, merger or acquisition activity or
unanticipated uses of capital could result in a change
in our capital plan and its associated capital actions,
and may require resubmission of the capital plan to
the Federal Reserve for its non-objection. We are
also subject to asset quality reviews and stress
testing by the ECB and may in the future to be
subject to similar reviews and testing by other
regulators.
Our implementation of the new capital and
liquidity requirements, including our capital plan, may
not be approved or may be objected to by the Federal
Reserve, and the Federal Reserve may impose
capital requirements in excess of our expectations or
require us to maintain levels of liquidity that are
higher than we may expect, and which may adversely
affect our consolidated revenues. In the event that
our implementation of new capital and liquidity
requirements under the Basel III final rule, the Dodd-
Frank Act or other regulatory initiatives or our current
capital structure are determined not to conform with
current and future capital requirements, our ability to
deploy capital in the operation of our business or our
ability to distribute capital to shareholders or to
purchase our capital stock may be constrained, and
our business may be adversely affected. In addition,
we may choose to forgo business opportunities, due
to their impact on our capital plan or stress tests,
including CCAR. Likewise, in the event that
regulators in other jurisdictions in which we have
banking subsidiaries determine that our capital or
liquidity levels do not conform with current and future
regulatory requirements, our ability to deploy capital,
our levels of liquidity or our business operations in
those jurisdictions may be adversely affected.
For additional information about the above
matters, refer to “Business - Supervision and
Regulation - Regulatory Capital Adequacy and
Liquidity Standards” included under Item 1, and
“Financial Condition - Capital” in Management's
Discussion and Analysis included under Item 7 of this
Form 10-K.
Fee revenue represents a significant majority of
our consolidated revenue and is subject to
decline, among other things, in the event of a
reduction in, or changes to, the level or type of
investment activity by our clients.
We rely primarily on fee-based services to
derive our revenue. This contrasts with commercial
banks that may rely more heavily on interest-based
sources of revenue, such as loans. During 2015 total
fee revenue represented approximately 80% of our
total consolidated revenue. Fee revenue generated
by our investment servicing and investment
management businesses is augmented by trading
services, securities finance and processing fees and
other revenue.
27
The level of these fees is influenced by several
factors, including the mix and volume of our assets
under custody and administration and our assets
under management, the value and type of securities
positions held (with respect to assets under custody)
and the volume of portfolio transactions, and the
types of products and services used by our clients.
For example, reductions in the level of economic and
capital markets activity tend to have a negative effect
on our fee revenue, as these often result in reduced
asset valuations and transaction volumes. They may
also result in investor preference trends towards
asset classes and markets deemed more secure,
such as cash or non-emerging markets, with respect
to which our fee rates are often lower.
In addition, our clients include institutional
investors, such as mutual funds, collective investment
funds, hedge funds and other investment pools,
corporate and public retirement plans, insurance
companies, foundations, endowments and investment
managers. Economic, market or other factors that
reduce the level or rates of savings in or with those
institutions, either through reductions in financial
asset valuations or through changes in investor
preferences, could materially reduce our fee revenue
and have a material adverse effect on our
consolidated results of operations. These clients
also, by their nature, are often able to exert
considerable market influence, and this, combined
with strong competitive forces in the markets for our
services, has resulted in, and may continue to result
in, significant pressure to reduce the fees we charge
for our services in both our asset servicing and asset
management business lines.
Our businesses have significant European
operations, and disruptions in European economies
could have an adverse effect on our consolidated
results of operations or financial condition.
Since 2011, several European economies have
experienced, and in the future may experience,
difficulties in financing their deficits and servicing their
outstanding debt. Instability and sovereign debt
concerns, and the downgraded credit ratings of
associated sovereign debt and European financial
institutions, have contributed to volatility in the
financial markets. Throughout 2015 the European
Central Bank has further reduced interest rates below
zero and continued with purchasing European
sovereign debt and other quantitative easing
measures to support economic growth and
employment. The divergence between U.S. and
European monetary policy has led to increased
uncertainty around the strength of the European
economies and strength of the Euro. Numerous
European governments, have adopted austerity and
other measures in an attempt to contain budget
deficits. Current popular and political attitudes
towards economic austerity programs in Europe
appear to be diverging, creating the potential for an
increasingly complex political environment in which
actions to support European economies need to be
resolved.
During the last two quarters of 2015 Europe has
experienced an unprecedented mass-migration of
refugees from the Middle East and Africa. This is
placing significant pressures on governments, society
and budget across Europe. The conflict between
Ukraine and Russia has led to increased geopolitical
pressure, with governments globally imposing trade
restrictions which affect the global and European
economy, the Russian currency and Russian financial
markets and financial institutions. Finally, terrorist
threat has increased significantly in Europe, as
demonstrated by the Paris attacks, which adds to
economic uncertainty.
The current geo-political and economic
uncertainty create ongoing concern regarding
deflationary pressures in Europe, persistent high
levels of unemployment in certain countries and the
stability of the Euro, European financial markets
generally and certain institutions in particular. Given
the scope of our European operations, clients and
counterparties, disruptions in the European financial
markets, the failure to resolve fully and contain
sovereign-debt concerns, continued recession in
significant European economies, the possible attempt
of a country to abandon the Euro, independence
movements (e.g. Scotland, Catalonia and Britain) the
failure of a significant European financial institution,
even if not an immediate counterparty to us, or
persistent weakness in the Euro and the
consequences of prolonged negative interest rates,
could have a material adverse impact on our
consolidated results of operations or financial
condition.
Recent geopolitical and economic conditions
have adversely affected us, and they have
increased the uncertainty and unpredictability we
face in managing our businesses.
Global credit and other financial markets have
recently suffered from substantial volatility, illiquidity
and disruption. The resulting economic pressure and
lack of confidence in the financial stability of certain
countries, and in the financial markets generally, have
adversely affected our business, as well as the
businesses of our clients and our significant
counterparties. This environment, the potential for
continuing or additional disruptions, and the
regulatory and enforcement environment that has
subsequently arisen have also affected overall
confidence in financial institutions, have further
exacerbated liquidity and pricing issues within the
securities markets, have increased the uncertainty
28
and unpredictability we face in managing our
businesses, and have had an adverse effect on our
consolidated results of operations and financial
condition.
Numerous global financial services firms and the
sovereign debt of some nations experienced credit
downgrades and recessionary issues in 2015. The
occurrence of additional disruptions in global markets,
the worsening of economic conditions, continued
economic or political uncertainty in Europe or in
emerging markets, volatility in the price of oil or
prolonged instability in China and other regions, could
further adversely affect our businesses and the
financial services industry in general, and also
increase the difficulty and unpredictability of aligning
our business strategies, our infrastructure and our
operating costs in light of current and future market
and economic conditions.
Market disruptions can adversely affect our
consolidated results of operations if the value of
assets under custody, administration or management
decline, while the costs of providing the related
services remain constant. These factors can reduce
the profitability of our asset-based fee revenue and
could also adversely affect our transaction-based
revenue, such as revenues from securities finance
and foreign exchange activities, and the volume of
transactions that we execute for or with our clients.
Further, the degree of volatility in foreign exchange
rates can affect our foreign exchange trading
revenue. In general, increased currency volatility
tends to increase our market risk but also increases
our foreign exchange revenue. Conversely, periods
of lower currency volatility tend to decrease our
market risk but also decrease our foreign exchange
revenue.
In addition, as our business grows globally and a
significant percentage of our revenue is earned (and
of our expenses paid) in currencies other than U.S.
dollars, our exposure to foreign currency volatility
could affect our levels of consolidated revenue, our
consolidated expenses and our consolidated results
of operations, as well as the value of our investment
in our non-U.S. operations and our investment
portfolio holdings. For example, throughout 2015 the
effect of a stronger U.S. dollar, particularly relative to
the Euro, reduced our servicing fee and management
fee revenue and also reduced our expenses. The
extent to which changes in the strength of the U.S.
dollar relative to other currencies affects our
consolidated results of operations, including the
degree of any offset between increases or decreases
to both revenue and expenses, will depend upon the
nature and scope of our operations and activities in
the relevant jurisdictions during the relevant periods,
which may vary from period to period.
As our product offerings expand, in part as we
seek to take advantage of perceived opportunities
arising under various regulatory reforms and resulting
market changes, the degree of our exposure to
various market and credit risks will evolve, potentially
resulting in greater revenue volatility. We also will
need to make additional investments to develop the
operational infrastructure and to enhance our
compliance and risk management capabilities to
support these businesses, which may increase the
operating expenses of such businesses or, if our
control environment fails to keep pace with product
expansion, result in increased risk of loss from such
businesses.
We may need to raise additional capital in the
future, which may not be available to us or may
only be available on unfavorable terms.
We may need to raise additional capital in order
to maintain our credit ratings in response to
regulatory changes, including capital rules, or for
other purposes, including financing acquisitions and
joint ventures. However, our ability to access the
capital markets, if needed, will depend on a number
of factors, including the state of the financial markets.
In the event of rising interest rates, disruptions in
financial markets, negative perceptions of our
business or our financial strength, or other factors
that would increase our cost of borrowing, we cannot
be sure of our ability to raise additional capital, if
needed, on terms acceptable to us. Any diminished
ability to raise additional capital, if needed, could
adversely affect our business and our ability to
implement our business plan, capital plan and
strategic goals, including the financing of acquisitions
and joint ventures.
Any downgrades in our credit ratings, or an
actual or perceived reduction in our financial
strength, could adversely affect our borrowing
costs, capital costs and liquidity and cause
reputational harm.
Major independent rating agencies publish credit
ratings for our debt obligations based on their
evaluation of a number of factors, some of which
relate to our performance and other corporate
developments, including financings, acquisitions and
joint ventures, and some of which relate to general
industry conditions. We anticipate that the rating
agencies will review our ratings regularly based on
our consolidated results of operations and
developments in our businesses. One or more of the
major independent credit rating agencies have in the
past downgraded, and may in the future downgrade,
our credit ratings, or have negatively revised their
outlook for our credit ratings. In December 2015,
Standard & Poor’s downgraded the senior unsecured
29
and subordinated debt of State Street Corporation
and the subordinated debt of State Street Bank.
The current market environment and our
exposure to financial institutions and other
counterparties, including sovereign entities, increase
the risk that we may not maintain our current ratings,
and we cannot provide assurance that we will
continue to maintain our current credit ratings.
Downgrades in our credit ratings may adversely affect
our borrowing costs, our capital costs and our ability
to raise capital and, in turn, our liquidity. A failure to
maintain an acceptable credit rating may also
preclude us from being competitive in various
products.
Additionally, our counterparties, as well as our
clients, rely on our financial strength and stability and
evaluate the risks of doing business with us. If we
experience diminished financial strength or stability,
actual or perceived, including the effects of market or
regulatory developments, our announced or rumored
business developments or consolidated results of
operations, a decline in our stock price or a reduced
credit rating, our counterparties may be less willing to
enter into transactions, secured or unsecured, with
us; our clients may reduce or place limits on the level
of services we provide them or seek other service
providers; or our prospective clients may select other
service providers, all of which may have other
adverse effects on our reputation.
The risk that we may be perceived as less
creditworthy relative to other market participants is
higher in the current market environment, in which the
consolidation, and in some instances failure, of
financial institutions, including major global financial
institutions, have resulted in a smaller number of
much larger counterparties and competitors. If our
counterparties perceive us to be a less viable
counterparty, our ability to enter into financial
transactions on terms acceptable to us or our clients,
on our or our clients' behalf, will be materially
compromised. If our clients reduce their deposits with
us or select other service providers for all or a portion
of the services we provide to them, our revenues will
decrease accordingly.
Operational, Business and Reputational Risks
We face extensive and changing government
regulation in the U.S. and in foreign jurisdictions
in which we operate, which may increase our
costs and expose us to risks related to
compliance.
Most of our businesses are subject to extensive
regulation by multiple regulatory bodies, and many of
the clients to which we provide services are
themselves subject to a broad range of regulatory
requirements. These regulations may affect the
scope of, and the manner and terms of delivery of,
our services. As a financial institution with substantial
international operations, we are subject to extensive
regulation and supervisory oversight, both in and
outside of the U.S. This regulation and supervisory
oversight affects, among other things, the scope of
our activities and client services, our capital and
organizational structure, our ability to fund the
operations of our subsidiaries, our lending practices,
our dividend policy, our common stock purchase
actions, the manner in which we market our services,
and our interactions with foreign regulatory agencies
and officials.
In particular, State Street is registered with the
Federal Reserve as a bank holding company
pursuant to the Bank Holding Company Act of 1956.
The Bank Holding Company Act limits the activities in
which we (and non-banking entities that we are
deemed to control under that Act) may engage in
activities the Federal Reserve considers to be closely
related to banking or to managing or controlling
banks. Financial holding company status expands
the activities permissible for a bank holding company
to those that are deemed to be “financial in nature” by
the Federal Reserve. State Street elected to become
a financial holding company under the Bank Holding
Company Act. Financial holding company status
requires State Street and its banking subsidiaries to
remain well capitalized and well managed and to
comply with Community Reinvestment Act
obligations. Currently, under the Bank Holding
Company Act, we may not be able to engage in new
activities or acquire shares or control of other
businesses.
Several other aspects of the regulatory
environment in which we operate, and related risks,
are discussed below. Additional information is
provided in “Business - Supervision and Regulation”
included under Item 1 of this Form 10-K.
Dodd-Frank Act
The Dodd-Frank Act, which became law in July
2010, has had, and will continue to have, a significant
impact on the regulatory structure of the global
financial markets and has imposed, and is expected
to continue to impose, significant additional costs on
us. Several elements of the Dodd-Frank Act, such as
the Volcker rule and enhanced prudential standards
for financial institutions designated as SIFIs, impose
or are expected to impose significant additional
operational, compliance and risk management costs
both in the near-term, as we develop and integrate
appropriate systems and procedures, and on a
recurring basis thereafter, as we monitor, support and
refine those systems and procedures.
A number of regulations implementing the Dodd-
Frank Act that are not yet final are anticipated to be
finalized in 2016 or 2017, with compliance dates soon
30
thereafter, and, as a result of and together with
regulatory change in Europe, the costs and impact on
our operations of the post-financial crisis regulatory
reform are accelerating. We may not anticipate
completely all areas in which the Dodd-Frank Act or
other regulatory initiatives could affect our business
or influence our future activities or the full effects or
extent of related operational, compliance, risk
management or other costs.
Other provisions of the Dodd-Frank Act and its
implementing regulations, such as new rules for swap
market participants, additional regulation of financial
system utilities, the designation of non-bank
institutions as SIFIs, and further requirements to
facilitate orderly liquidation of large institutions, could
adversely affect our business operations and our
competitive position, and could also negatively affect
the operational and competitive positions of our
clients. The final effects of the Dodd-Frank Act on our
business will depend largely on the scope and timing
of the implementation of the Dodd-Frank Act by
regulatory bodies, which in many cases have been
delayed, and the exercise of discretion by these
regulatory bodies.
Resolution Planning
State Street Corporation, like other bank holding
companies with total consolidated assets of $50
billion or more, periodically submits a plan for rapid
and orderly resolution in the event of material
financial distress or failure--commonly referred to as a
resolution plan or a living will--to the Federal Reserve
and the FDIC under Section 165(d) of the Dodd-
Frank Act. We submitted our 2015 resolution plan to
the Federal Reserve and the FDIC on July 1, 2015.
Through resolution planning, we seek, in the event of
the insolvency, to maintain State Street Bank’s role as
a key infrastructure provider within the financial
system, while minimizing risk to the financial system
and maximizing value for the benefit of our
stakeholders. We have and will continue to focus
management attention and resources to meet
regulatory expectations with respect to resolution
planning. As set out in its 2015 resolution plan, in the
event of material financial distress or failure, our
preferred resolution strategy, referred to as the single
point of entry strategy, provides for the
recapitalization of State Street Bank by the parent
company (for example, by forgiving inter-company
indebtedness of State Street Bank owed to the parent
company) prior to the parent company’s entry into
bankruptcy proceedings. The recapitalization is
intended to enable State Street Bank and its material
subsidiaries to continue operating. Under this single
point of entry strategy, State Street Bank and its
material entity subsidiaries would not themselves
enter into resolution proceedings; they would instead
be transferred to a newly organized holding company
held by a reorganization trust for the benefit of the
parent company’s claimants. In the event that such
recapitalization actions occur, the parent company's
financial condition would be adversely impacted and
equity and debt holders of the parent company, may,
as a consequence, be in a worse position than if the
recapitalization did not occur.
In 2014, the Federal Reserve and the FDIC
announced the completion of their reviews of the
resolution plans submitted in 2013 by 11 large,
complex banking organizations, including State
Street, under the requirements of the Dodd-Frank Act,
and informed each of these organizations of specific
shortcomings with their respective 2013 resolution
plans. If the FDIC and the Federal Reserve should
determine that one or more of our 2015 or any
subsequent resolution plan is not credible or would
not facilitate an orderly resolution under the
Bankruptcy Code, or we otherwise fail to meet
regulatory expectations to the satisfaction of the
Federal Reserve and the FDIC with respect to one or
more of such resolution plans, we could be subject to
more stringent capital, leverage or liquidity
requirements, restrictions on our growth, activities or
operations, or be required to divest certain of our
assets or operations.
Volcker Rule
U.S. banking regulators have issued final
regulations to implement the Volcker rule. The
Volcker rule will, over time, prohibit banking entities,
including us and our affiliates, from engaging in
specified prohibited proprietary trading activities,
subject to exemptions, including for market-making-
related activities and risk-mitigating hedging. The
Volcker rule will also require banking entities to either
restructure or divest specified ownership interests in,
and relationships with, covered funds, within the
meaning of the final Volcker rule regulations.
Whether various investment securities or
structures, such as CLOs constitute covered funds,
as defined in the final Volcker rule regulations, and do
not benefit from the exemptions provided in the
Volcker rule, and whether a banking organization's
investments therein constitute ownership interests
remain subject to (1) market, and ultimately
regulatory, interpretation, and (2) the specific terms
and other characteristics relevant to such investment
securities and structures. We hold significant
investments in CLOs. In the event that we or our
banking regulators conclude that such investments in
CLOs, or other investments, are covered funds, we
may be required to divest of such investments. If
other banking entities reach similar conclusions with
respect to similar investments held by them, the
prices of such investments could decline significantly,
and we may be required to divest of such investments
31
at a significant discount compared to the investments'
book value. This could result in a material adverse
effect on our consolidated results of operations or on
our consolidated financial condition in the period in
which such a divestiture occurs.
The final Volcker rule regulations also require
banking entities to establish extensive programs
designed to ensure compliance with the restrictions of
the Volcker rule. We have established a compliance
program which complies with the final Volcker rule
regulations as currently in effect. Such compliance
program restricts our ability in the future to service
various types of funds, in particular covered funds for
which SSGA acts as an advisor and specified types of
trustee relationships. Consequently, Volcker rule
compliance entails both the cost of a compliance
program and loss of certain revenue and future
opportunities.
Systemic Importance
Our qualification under the Dodd-Frank Act in
the U.S. as a SIFI, and our designation by the FSB as
a G-SIB, to which certain regulatory capital
surcharges may apply, will subject us to incrementally
higher capital and prudential requirements, increased
scrutiny of our activities and potential further
regulatory requirements or increased regulatory
expectations than those applicable to some of the
financial institutions with which we compete as a
custodian or asset manager. This qualification and
designation also has significantly increased, and may
continue to increase, our expenses associated with
regulatory compliance, including personnel and
systems, as well as implementation and related costs
to enhance our programs.
Non-U.S. Regulatory Requirements
The breadth of our business activities, together
with the scope of our global operations and varying
business practices in relevant jurisdictions, increase
the complexity and costs of meeting our regulatory
compliance obligations, including in areas that are
receiving significant regulatory scrutiny. We are,
therefore, subject to related risks of non-compliance,
including fines, penalties, lawsuits, regulatory
sanctions or difficulties in obtaining approvals,
limitations on our business activities, or reputational
harm, any of which may be significant. For example,
the global nature of our client base requires us to
comply with complex regulations relating to money
laundering and anti-terrorist monitoring of our clients.
The same applies with respect to anti-corruption laws
and related requirements. Regulatory scrutiny of
compliance with these and other regulations is
increasing and our operations are subject to
regulations from multiple jurisdictions. The overall
evolving regulatory landscape in each jurisdiction in
which we operate, including requirements or
restrictions on our service offerings or opportunities
for new service offerings, particularly when applied on
a cross-border basis, is not necessarily consistent
with the requirements or regulatory objectives of other
jurisdictions in which we have clients or operations.
This evolving regulatory landscape may interfere with
our ability to conduct our operations, with our pursuit
of a common global operating model or with our
ability to compete effectively with other financial
institutions operating in those jurisdictions or which
may be subject to different regulatory requirements
than apply to us. In particular, non-U.S. regulation
and initiatives may be inconsistent or conflict with
current or proposed regulations in the U.S., which
could create increased compliance and other costs
that would adversely affect business, operations or
profitability.
In addition to U.S. regulatory initiatives such as
the Dodd-Frank Act and implementation of the Basel
III final rule, including the Basel III SLR and the
proposed NSFR, we are further affected by non-U.S.
regulatory initiatives, including, but not limited to, the
implemented AIFMD, the European Bank Recovery
and Resolution Directive, the EMIR which is currently
in an implementation phase, proposed revisions to
the European Undertakings for the Collective
Investment Fund in Transferable Securities Directive,
or UCITS, proposed revisions to the MiFID and
revisions to the European Union Data Protection
Directive. Recent, proposed or potential regulations
in the U.S. and Europe with respect to money market
funds, short-term wholesale funding, such as
repurchase agreements or securities lending, or other
“shadow banking” activities, could also adversely
affect not only our own operations but also the
operations of the clients to which we provide services.
In Europe, the AIFMD increases the responsibilities
and potential liabilities of custodians to certain of their
clients for asset losses, and proposed revisions to the
regulations affecting UCITS are anticipated to
incorporate similar, potentially more strict, standards.
EMIR requires the reporting of all derivatives to
a trade repository, the mandatory clearing of certain
derivatives trades via a central counterparty and risk
mitigation techniques for derivatives not cleared via a
central counterparty. EMIR will continue to impact
our business activities, and increase costs, in various
ways, some of which may be adverse. Further, the
European Commission's proposal to introduce a
proposed financial transaction tax or similar proposals
elsewhere, if adopted, could materially affect the
location and volume of financial transactions or
otherwise alter the conduct of financial activities, any
of which could have a material adverse effect on our
business and on our consolidated results of
operations or financial condition.
32
Consequences of Regulatory Environment and
Compliance Risks
The Dodd-Frank Act and these other
international regulatory changes could limit our ability
to pursue certain business opportunities, increase our
regulatory capital requirements, alter the risk profile of
certain of our core activities and impose additional
costs on us, otherwise adversely affect our business,
our consolidated results of operations or financial
condition and have other negative consequences,
including a reduction of our credit ratings. Different
countries may respond to the market and economic
environment in different and potentially conflicting
manners, which could increase the cost of
compliance for us.
The evolving regulatory environment, including
changes to existing regulations and the introduction
of new regulations, may also contribute to decisions
we may make to suspend, reduce or withdraw from
existing businesses, activities or initiatives. In
addition to potential lost revenue associated with any
such suspensions, reductions or withdrawals, any
such suspensions, reductions or withdrawals may
result in significant restructuring or related costs or
exposures.
If we do not comply with governmental
regulations, we may be subject to fines, penalties,
lawsuits, delays, or difficulties in obtaining regulatory
approvals or restrictions on our business activities or
harm to our reputation, which may significantly and
adversely affect our business operations and, in turn,
our consolidated results of operations. The
willingness of regulatory authorities to impose
meaningful sanctions, and the level of fines and
penalties imposed in connection with regulatory
violations, have increased substantially since the
financial crisis. Regulatory agencies may, at times,
limit our ability to disclose their findings, related
actions or remedial measures. Similarly, many of our
clients are subject to significant regulatory
requirements and retain our services in order for us to
assist them in complying with those legal
requirements. Changes in these regulations can
significantly affect the services that we are asked to
provide, as well as our costs.
Adverse publicity and damage to our reputation
arising from the failure or perceived failure to comply
with legal, regulatory or contractual requirements
could affect our ability to attract and retain clients. If
we cause clients to fail to comply with these
regulatory requirements, we may be liable to them for
losses and expenses that they incur. In recent years,
regulatory oversight and enforcement have increased
substantially, imposing additional costs and
increasing the potential risks associated with our
operations. If this regulatory trend continues, it could
adversely affect our operations and, in turn, our
consolidated results of operations and financial
condition.
For additional information, see the risk factor
below, “Our businesses may be adversely affected by
regulatory enforcement and litigation.”
Our calculations of credit, market and operational
risk exposures, total risk-weighted assets and
capital ratios for regulatory purposes depend on
data inputs, formulae, models, correlations, and
assumptions that are subject to changes over
time, which changes, in addition to our
consolidated financial results, could materially
change our risk exposures, our total risk-
weighted assets and our capital ratios from
period to period.
To calculate our credit, market and operational
risk exposures, our total risk-weighted assets and our
capital ratios for regulatory purposes, the Basel III
final rule involves the use of current and historical
data, including our own loss data and claims
experience and similar information from other industry
participants, market volatility measures, interest rates
and spreads, asset valuations, credit exposures, and
the creditworthiness of our counterparties. These
calculations also involve the use of quantitative
formulae, statistical models, historical correlations
and significant assumptions. We refer to the data,
formulae, models, correlations, and assumptions, as
well as our related internal processes, as our
“advanced systems.” While our advanced systems
are generally quantitative in nature, significant
components involve the exercise of judgment based,
among other factors, on our and the financial services
industry's evolving experience. Any of these
judgments or other elements of our advanced
systems may not, individually or collectively, precisely
represent or calculate the scenarios, circumstances,
outputs or other results for which they are designed
or intended.
In addition, our advanced systems are subject to
update and periodic revalidation in response to
changes in our business activities and our historical
experiences, forces and events experienced by the
market broadly or by individual financial institutions,
changes in regulations and regulatory interpretations
and other factors, and are also subject to continuing
regulatory review and approval. For example, a
significant operational loss experienced by another
financial institution, even if we do not experience a
related loss, could result in a material change in our
advanced systems and a corresponding material
change in our risk exposures, our total risk-weighted
assets and our capital ratios compared to prior
periods. Due to the influence of changes in our
advanced systems, whether resulting from changes in
33
data inputs, regulation or regulatory supervision or
interpretation, State Street-specific or more general
market, or individual financial institution-specific,
activities or experiences, or other updates or factors,
we expect that our advanced systems and our credit,
market and operational risk exposures, our total risk-
weighted assets and our capital ratios calculated
under the Basel III final rule will change, and may be
volatile, over time, and that those latter changes or
volatility could be material as calculated and
measured from period to period.
Our businesses may be adversely affected by
regulatory enforcement and litigation.
In the ordinary course of our business, we are
subject to various regulatory, governmental and law
enforcement inquiries, investigations and subpoenas.
These may be directed generally to participants in the
businesses or markets in which we are involved or
may be specifically directed at us. In regulatory
enforcement matters, claims for disgorgement, the
imposition of penalties and the imposition of other
remedial sanctions are possible.
From time to time, our clients, or the government
on their or its own behalf, make claims and take legal
action relating to, among other things, our
performance of our fiduciary or contractual
responsibilities. Often, the announcement or other
publication of such a claim or action, or of any related
settlement, may spur the initiation of similar claims by
other clients or governmental parties. In any such
claims or actions, demands for substantial monetary
damages may be asserted against us and may result
in financial liability, changes in our business practices
or an adverse effect on our reputation or on client
demand for our products and services. The exposure
associated with any proceedings that may be
threatened, commenced or filed against us could
have a material adverse effect on our consolidated
results of operations for the period in which we
establish a reserve with respect to such potential
liability or upon our reputation. In regulatory
settlements since the financial crisis, the fines
imposed by regulators have increased substantially
and may exceed in some cases the profit earned or
harm caused by the regulatory or other breach
In December 2015, we announced a review into
the manner in which we invoiced certain expenses to
certain of our asset servicing clients, primarily in the
United States, during an 18-year period going back to
1998. As a result of this review, we determined that
we had incorrectly invoiced clients in the aggregate
amount of approximately $240 million for expenses
within the specific categories under review. In
addition to this amount, we will compensate clients for
an aggregate of approximately $17 million in interest
associated with the incorrect invoicing. There is the
potential that as our review continues, our estimates
of the amounts reimbursable to clients may increase
or that clients or regulators may assert other legal
theories of liability. Our billing arrangements capture
multiple asset classes and transactions executed by
our clients and therefore may be subject to
operational error or disagreements with clients. We
have notified certain governmental authorities about
this review. We may become subject to regulatory
proceedings and litigation in connection with this
matter, and there can be no assurance as to the
outcome of any proceedings that may be commenced
against us.
In many cases, we are required to self-report
inappropriate or non-compliant conduct to the
authorities, and our failure to do so may represent an
independent regulatory violation. Even when we
promptly bring the matter to the attention of the
appropriate authorities, we may nonetheless
experience regulatory fines, liabilities to clients, harm
to our reputation or other adverse effects in
connection with self-reported matters. Moreover, our
settlement or other resolution of any matter with any
one or more regulators or other applicable party may
not forestall other regulators or parties in the same or
other jurisdictions from pursuing a claim or other
action against us with respect to the same or a similar
matter.
Our operations are subject to regular and
ongoing inspection by our bank and other financial
market regulators in the U.S. and internationally. As a
result of such inspections, regulators may identify
areas in which we may need to take actions, which
may be significant, to enhance our regulatory
compliance or risk management practices. Such
remedial actions may entail significant cost,
management attention, and systems development
and such efforts may affect our ability to expand our
business until such remedial actions are completed.
Our failure to implement enhanced compliance and
risk management procedures in a manner and in a
timeframe deemed to be responsive by the applicable
regulatory authority could adversely impact our
relationship with such regulatory authority and could
lead to restrictions on our activities or other sanctions.
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, anti-
money laundering (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
34
three-month period to evaluate whether any
suspicious activity not previously reported should
have been identified and reported in accordance with
applicable regulatory requirements. If 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.
Further, we may become subject to regulatory
scrutiny, inquiries or investigations associated with
broad, industry-wide concerns, and potentially client-
related inquiries or claims, whether or not we
engaged in the relevant activities, and could
experience associated increased costs or harm to our
reputation.
In view of the inherent difficulty of predicting the
outcome of legal and regulatory matters, we cannot
provide assurance as to the outcome of any pending
or potential matter or, if determined adversely against
us, the costs associated with any such matter,
particularly where the claimant seeks very large or
indeterminate damages or where the matter presents
novel legal theories, involves a large number of
parties or is at a preliminary stage. We may be
unable to accurately estimate our exposure to
litigation risk when we record reserves for probable
and estimable loss contingencies. As a result, any
reserves we establish to cover any settlements,
judgments or regulatory fines may not be sufficient to
cover our actual financial exposure. The resolution of
certain pending or potential legal or regulatory
matters could have a material adverse effect on our
consolidated results of operations for the period in
which the relevant matter is resolved or an accrual is
determined to be required, on our consolidated
financial condition or on our reputation
We face litigation and governmental and client
inquiries in connection with our execution of
indirect foreign exchange trades with custody
clients; these issues have adversely affected our
revenue from such trading and may cause our
revenue from such trading to decline in the
future.
Our custody clients are not required to execute
foreign exchange transactions with us. To the extent
they execute foreign exchange trades with us, they
generally execute a greater volume using our direct
methods of execution at negotiated rates or spreads
than they execute using our “indirect” methods at
rates we establish. Where our clients or their
investment managers choose to use our indirect
foreign exchange execution methods, generally they
elect that service for trades of smaller size or for
currencies where regulatory or operational
requirements cause trading in such currencies to
present greater operational risk and costs for them.
Given the nature of these trades and other features of
the indirect foreign exchange trading in which we
engage, we generally charge higher rates for indirect
execution than we charge for other trades, including
trades in the interbank currency market.
As discussed more fully below, claims have
been asserted on behalf of current and former
custody clients, and future claims may be asserted,
alleging that our indirect foreign exchange rates
(including the differences between those rates and
indicative interbank market rates at the time we
executed the trades) were not adequately disclosed
or were otherwise improper, and seeking to recover,
among other things, the full amount of the revenue
we obtained from our indirect foreign exchange
trading with them. In addition, attorneys general and
other governmental authorities from a number of
jurisdictions, as well as U.S. Attorney's offices, the
U.S. Department of Labor and the SEC, have
requested information or issued subpoenas in
connection with inquiries into the pricing of our
indirect foreign exchange trading.
In February 2011, a putative class action was
filed in federal court in Boston seeking unspecified
damages, including treble damages, on behalf of all
custodial clients that executed certain foreign
exchange transactions with State Street from 1998 to
2009. The putative class action alleges, among other
things, that the rates at which State Street executed
foreign currency trades constituted an unfair and
deceptive practice under Massachusetts law and a
breach of the duty of loyalty. Two other putative class
actions are currently pending in federal court in
Boston alleging various violations of ERISA on behalf
of all ERISA plans custodied with us that executed
indirect foreign exchange trades with State Street
from 1998 onward. The complaints allege that State
Street caused class members to pay unfair and
unreasonable rates for indirect foreign exchange
trades with State Street. The complaints seek
unspecified damages, disgorgement of profits, and
other equitable relief. Other claims may be asserted
in the future, including in response to developments
in the actions discussed above or governmental
proceedings.
If these matters were to proceed to trial, we
expect that plaintiffs would seek to recover their share
of all or a portion of the revenue that we have
recorded from indirect foreign exchange trades. We
cannot predict whether a court, in the event of an
adverse resolution, would consider our revenue to be
the appropriate measure of damages.
35
The following table summarizes our estimated
The heightened regulatory and media scrutiny
total revenue worldwide from indirect foreign
exchange trading for the years ended December 31:
(In millions)
2008
2009
2010
2011
2012
2013
2014
2015
Revenue from
indirect foreign
exchange
trading
$
462
369
336
331
248
285
246
280
We believe that the amount of our revenue from
indirect foreign exchange trading had been of a
similar or lesser order of magnitude for many years
prior to 2008. Our revenue calculations related to
indirect foreign exchange trading reflect judgment
concerning the relationship between the rates we
charge for indirect foreign exchange execution and
indicative interbank market rates near in time to
execution. Our revenue from foreign exchange
trading generally depends on the difference between
the rates we set for those indirect trades and
indicative interbank market rates at the time of
execution of the trade.
As of December 31, 2015, we have accrued a
total of $565 million associated with our indirect
foreign exchange business. This accrual reflects the
current status of our ongoing efforts to seek to
resolve the outstanding claims asserted in the United
States against us by federal governmental entities
and U.S. civil litigants with regard to our indirect
foreign exchange business. Although we believe this
recorded legal accrual will address the financial
demands associated with these claims, significant
non-financial terms remain outstanding. In addition,
there can be no assurance that other claims will not
be asserted in the future. Consequently, there can be
no assurance that we will enter into any settlements,
that the cost of any settlements or other resolutions of
any such matters will not materially exceed our
accrual or that other, potentially material, claims
relating to our indirect foreign exchange business will
not be asserted against us. An adverse outcome with
respect to one or more claims, whether or not
currently asserted, relating to our indirect foreign
exchange business could have a material adverse
effect on our reputation, on our consolidated results
of operations for the period in which the adverse
outcome occurs (or an accrual is determined to be
required), or on our consolidated financial condition.
on indirect foreign exchange services has resulted in
clients reducing the volume of indirect foreign
exchange trades, which has had and is anticipated to
continue to have an adverse impact on our revenue
from, and the profitability of, our indirect foreign
exchange trading. Some custody clients or their
investment managers have elected to change the
manner in which they execute foreign exchange with
us or have decided not to use our foreign exchange
execution methods. We do not expect the market,
regulatory and other pressures on our indirect foreign
exchange services to decrease in 2016. We intend to
continue to offer our custody clients a range of
execution options for their foreign exchange needs;
however, the range of services, costs and profitability
vary by execution option. We cannot provide
assurance that clients or investment managers who
choose to use less or none of our indirect foreign
exchange trading, or to use alternatives to our
existing indirect foreign exchange trading, will choose
the alternatives offered by us. Accordingly, our
revenue earned from providing these foreign
exchange trading services may decline further.
We may not be successful in implementing State
Street Beacon, our multi-year program to create
cost efficiencies through changes in our
operational processes and to further digitize our
processes and interfaces with our clients.
In order to maintain and grow our business, we
must continuously make strategic decisions about our
current and future business plans, including plans to
target cost initiatives and enhance operational
processes and efficiencies, plans to improve existing
and to develop new service offerings and
enhancements, plans for entering or exiting business
lines or geographic markets, plans for acquiring or
disposing of businesses, plans to build new systems,
migrate from existing systems and other infrastructure
and to address staffing needs. In October 2015, we
announced State Street Beacon, a multi-year
program to create cost efficiencies through changes
in our operational processes and to further digitize
our processes and interfaces with our clients.
Operational process transformations, including
State Street Beacon, entail significant risks. The
program, and any future strategic or business plan we
implement, may prove to be inadequate to achieve its
objectives, may result in increased or unanticipated
costs, may result in earnings volatility, may take
longer than anticipated to implement, may involve
elements reliant on the performance of third parties
and may not be successfully implemented. In
addition, our efforts to manage expenses may be
matched or exceeded by our competitors. Any failure
to implement State Street Beacon in whole or in part
may, among other things, reduce our competitive
36
position, diminish the cost effectiveness of our
systems and processes or provide an insufficient
return on our associated investment. In particular,
elements of the program include investment in
systems integration and new technologies, including
straight-through-processing, to increase global
servicing capabilities, reduce expenses and enhance
the client experience, and also the development of
new, and the evolution of existing, methods and tools
to accelerate the pace of innovation, the introduction
of new services and enhancements to the security of
our data systems. The transition to new operating
processes and technology infrastructure may cause
disruptions in our relationships with clients and
employees and may present other unanticipated
technical or operational hurdles. As a result, we may
not achieve some or all of the cost savings or other
benefits anticipated through the program. In addition,
other systems development initiatives, which are not
included in State Street Beacon, may not have
access to the same level of resources or
management attention and, consequently, may be
delayed or unsuccessful. Many of our systems
require enhancements to meet the requirements of
evolving regulation, to permit us to optimize our use
of capital or to reduce the risk of operating error. We
may not have the resources to pursue all of these
objectives, including State Street Beacon,
simultaneously.
The success of the program and our other
strategic plans could also be affected by market
disruptions and unanticipated changes in the overall
market for financial services and the global economy.
We also may not be able to abandon or alter these
plans without significant loss, as the implementation
of our decisions may involve significant capital
outlays, often far in advance of when we expect to
generate any related revenues or cost expectations.
Accordingly, our business, our consolidated results of
operations and our consolidated financial condition
may be adversely affected by any failure or delay in
our strategic decisions, including the program or
elements thereof. For additional information about
the program, see the “Consolidated Results of
Operations - Expenses” section of Management’s
Discussion and Analysis, included under Item 7.
Our businesses may be negatively affected by
adverse publicity or other reputational harm.
Our relationship with many of our clients is
predicated on our reputation as a fiduciary and a
service provider that adheres to the highest standards
of ethics, service quality and regulatory compliance.
Adverse publicity, regulatory actions or fines,
litigation, operational failures or the failure to meet
client expectations or fiduciary or other obligations
could materially and adversely affect our reputation,
our ability to attract and retain clients or key
employees or our sources of funding for the same or
other businesses. For example, over the past several
years we have experienced adverse publicity with
respect to our indirect foreign exchange trading, and
this adverse publicity has contributed to a shift of
client volume to other foreign exchange execution
methods. Similarly, regulatory and reputational
issues in our transition management business in the
U.K. in 2010 and 2011 adversely affected our
revenue from that business in subsequent years.
Preserving and enhancing our reputation also
depends on maintaining systems, procedures and
controls that address known risks and regulatory
requirements, as well as our ability to timely identify,
understand and mitigate additional risks that arise
due to changes in our businesses and the
marketplaces in which we operate, the regulatory
environment and client expectations.
Our controls and procedures may fail or be
circumvented, our risk management policies and
procedures may be inadequate, and operational
risk could adversely affect our consolidated
results of operations.
We may fail to identify and manage risks related
to a variety of aspects of our business, including, but
not limited to, operational risk, interest-rate risk,
foreign exchange risk, trading risk, fiduciary risk, legal
and compliance risk, liquidity risk and credit risk. We
have adopted various controls, procedures, policies
and systems to monitor and manage risk. While we
currently believe that our risk management process is
effective, we cannot provide assurance that those
controls, procedures, policies and systems will always
be adequate to identify and manage the internal and
external, including service provider, risks in our
various businesses. Risks that individuals, either
employees or contractors, consciously circumvent
established control mechanisms to, for example,
exceed trading or investment management
limitations, or commit fraud, are particularly
challenging to manage through a control framework.
The financial and reputational impact of control
failures can be significant. Persistent or repeated
issues with respect to controls may raise concerns
among regulators regarding our culture, governance
and control environment. While we seek to
contractually limit our financial exposure to
operational risk, the degree of protection that we are
able to achieve varies, and our potential exposure
may be greater than the revenue we anticipate that
we will earn from servicing our clients.
In addition, our businesses and the markets in
which we operate are continuously evolving. We may
fail to identify or fully understand the implications of
changes in our businesses or the financial markets
and fail to adequately or timely enhance our risk
framework to address those changes. If our risk
37
framework is ineffective, either because it fails to
keep pace with changes in the financial markets,
regulatory or industry requirements, our businesses,
our counterparties, clients or service providers or for
other reasons, we could incur losses, suffer
reputational damage or find ourselves out of
compliance with applicable regulatory or contractual
mandates or expectations.
Operational risk is inherent in all of our business
activities. As a leading provider of services to
institutional investors, we provide a broad array of
services, including research, investment
management, trading services and investment
servicing that expose us to operational risk. In
addition, these services generate a broad array of
complex and specialized servicing, confidentiality and
fiduciary requirements, many of which involve the
opportunity for human, systems or process errors.
We face the risk that the control policies, procedures
and systems we have established to comply with our
operational requirements will fail, will be inadequate
or will become outdated. We also face the potential
for loss resulting from inadequate or failed internal
processes, employee supervision or monitoring
mechanisms, service-provider processes or other
systems or controls, which could materially affect our
future consolidated results of operations. Given the
volume and magnitude of transactions we process on
a daily basis, operational losses represent a
potentially significant financial risk for our business.
Operational errors that result in us remitting funds to
a failing or bankrupt entity may be irreversible, and
may subject us to losses.
We may also be subject to disruptions from
external events that are wholly or partially beyond our
control, which could cause delays or disruptions to
operational functions, including information
processing and financial market settlement functions.
In addition, our clients, vendors and counterparties
could suffer from such events. Should these events
affect us, or the clients, vendors or counterparties
with which we conduct business, our consolidated
results of operations could be negatively affected.
When we record balance sheet accruals for probable
and estimable loss contingencies related to
operational losses, we may be unable to accurately
estimate our potential exposure, and any accruals we
establish to cover operational losses may not be
sufficient to cover our actual financial exposure,
which could have a material adverse effect on our
consolidated results of operations.
The quantitative models we use to manage our
business may contain errors that result in
inadequate risk assessments, inaccurate
valuations or poor business decisions, and
lapses in disclosure controls and procedures or
internal control over financial reporting could
occur, any of which could result in material harm.
We use quantitative models to help manage
many different aspects of our businesses. As an
input to our overall assessment of capital adequacy,
we use models to measure the amount of credit risk,
market risk, operational risk, interest-rate risk and
liquidity risk we face. During the preparation of our
consolidated financial statements, we sometimes use
models to measure the value of asset and liability
positions for which reliable market prices are not
available. We also use models to support many
different types of business decisions including trading
activities, hedging, asset-and-liability management
and whether to change business strategy.
Weaknesses in the underlying model, inadequate
model assumptions, normal model limitations,
inappropriate model use, weaknesses in model
implementation or poor data quality, could result in
unanticipated and adverse consequences, including
material loss and material non-compliance with
regulatory requirements or expectations. Because of
our widespread usage of models, potential
weaknesses in our model risk management practices
pose an ongoing risk to us.
We also may fail to accurately quantify the
magnitude of the risks we face. Our measurement
methodologies rely on many assumptions and
historical analyses and correlations. These
assumptions may be incorrect, and the historical
correlations on which we rely may not continue to be
relevant. Consequently, the measurements that we
make for regulatory purposes may not adequately
capture or express the true risk profiles of our
businesses. Moreover, as businesses and markets
evolve, our measurements may not accurately reflect
this evolution. While our risk measures may indicate
sufficient capitalization, they may underestimate the
level of capital necessary to conduct our businesses.
Additionally, our disclosure controls and
procedures may not be effective in every
circumstance, and, similarly, it is possible we may
identify a material weakness or significant deficiency
in internal control over financial reporting. Any such
lapses or deficiencies may materially and adversely
affect our business and consolidated results of
operations or consolidated financial condition, restrict
our ability to access the capital markets, require us to
expend significant resources to correct the lapses or
deficiencies, expose us to regulatory or legal
proceedings, subject us to fines, penalties or
judgments or harm our reputation.
38
Cost shifting to non-U.S. jurisdictions and
outsourcing may expose us to increased
operational risk and reputational harm and may
not result in expected cost savings.
We actively strive to achieve cost savings by
shifting certain business processes and business
support functions to lower-cost geographic locations,
such as Poland, India and China, and by outsourcing.
We may accomplish this shift by establishing
operations in lower-cost locations, by outsourcing to
vendors in various jurisdictions or through joint
ventures. This effort exposes us to the risk that we
may not maintain service quality, control or effective
management within these operations, to the risks that
our outsourcing vendors or joint ventures may not
comply with their servicing and other contractual
obligations to us, including with respect to
indemnification and information security, and to the
risk that we may not satisfy applicable regulatory
responsibilities regarding the management and
oversight of third parties and outsourcing providers.
In addition, we are exposed to the relevant
macroeconomic, political and similar risks generally
involved in doing business in the jurisdictions in which
we establish lower-cost locations or joint ventures or
in which our outsourcing vendors locate their
operations. The increased elements of risk that arise
from certain operating processes being conducted in
some jurisdictions could lead to an increase in
reputational risk. During periods of transition of
operations, greater operational risk and client concern
exist with respect to maintaining a high level of
service delivery. The extent and pace at which we
are able to move functions to lower-cost locations,
joint ventures and outsourcing providers may also be
affected by regulatory and client acceptance issues.
Such relocation or outsourcing of functions also
entails costs, such as technology, real estate and
restructuring expenses, that may offset or exceed the
expected financial benefits of the relocation or
outsourcing. In addition, the financial benefits of
lower-cost locations and of outsourcings may
diminish over time.
We may incur losses arising from our
investments in sponsored investment funds,
which could be material to our consolidated
results of operations in the periods incurred.
In the normal course of business, we manage
various types of sponsored investment funds through
SSGA. The services we provide to these sponsored
investment funds generate management fee revenue,
as well as servicing fees from our other businesses.
From time to time, we may invest in the funds, which
we refer to as seed capital, in order for the funds to
establish a performance history for newly launched
strategies. These funds may meet the definition of
variable interest entities, as defined by GAAP, and if
we are deemed to be the primary beneficiary of these
funds, we may be required to consolidate these funds
in our financial statements under GAAP. The funds
follow specialized investment company accounting
rules which prescribe fair value for the underlying
investment securities held by the funds.
In the aggregate, we expect any financial losses
that we realize over time from these seed
investments to be limited to the actual fair value of the
amount invested in the consolidated fund, which is
based on the fair value of the underlying investment
securities held by the funds. However, in the event of
a fund wind-down, gross gains and losses of the fund
may be recognized for financial accounting purposes
in different periods during the time the fund is
consolidated but not wholly owned. Although we
expect the actual economic loss to be limited to the
amount invested, our losses in any period for financial
accounting purposes could exceed the value of our
economic interests in the fund and could exceed the
value of our initial seed capital investment.
In instances where we are not deemed to be the
primary beneficiary of the sponsored investment fund,
we do not include the funds in our consolidated
financial statements. Our risk of loss associated with
investment in these unconsolidated funds primarily
represents our seed capital investment, which could
become realized as a result of poor investment
performance. However, the amount of loss we may
recognize during any period would be limited to the
carrying amount of our investment.
Our reputation and business prospects may be
damaged if our clients incur substantial losses in
investment pools in which we act as agent or are
restricted in redeeming their interests in these
investment pools.
We manage assets on behalf of clients in
several forms, including in collective investment
pools, money market funds, securities finance
collateral pools, cash collateral and other cash
products and short-term investment funds. Our
management of collective investment pools on behalf
of clients exposes us to reputational risk and
operational losses. If our clients incur substantial
investment losses in these pools, receive
redemptions as in-kind distributions rather than in
cash, or experience significant under-performance
relative to the market or our competitors' products,
our reputation could be significantly harmed, which
harm could significantly and adversely affect the
prospects of our associated business units. Because
we often implement investment and operational
decisions and actions over multiple investment pools
to achieve scale, we face the risk that losses, even
small losses, may have a significant effect in the
aggregate.
39
Within our investment management business,
we manage investment pools, such as mutual funds
and collective investment funds that generally offer
our clients the ability to withdraw their investments on
short notice, generally daily or monthly. This feature
requires that we manage those pools in a manner
that takes into account both maximizing the long-term
return on the investment pool and retaining sufficient
liquidity to meet reasonably anticipated liquidity
requirements of our clients. The importance of
maintaining liquidity varies by product type, but it is a
particularly important feature in money market funds
and other products designed to maintain a constant
net asset value of $1.00.
During the market disruption that accelerated
following the bankruptcy of Lehman Brothers, the
liquidity in many asset classes, particularly short- and
long-term fixed-income securities, declined
dramatically, and providing liquidity to meet all client
demands in these investment pools without adversely
affecting the return to non-withdrawing clients
became more difficult. In 2008, we imposed
restrictions on cash redemptions from the agency
lending collateral pools, as the per-unit market value
of those funds' assets had declined below the
constant $1.00 the funds employ to effect purchase
and redemption transactions. Both the decline of the
funds' net asset value below $1.00 and the imposition
of restrictions on redemptions had a significant client,
reputational and regulatory impact on us, and the
recurrence of such or similar circumstances in the
future could adversely impact our consolidated results
of operations and financial condition. During this
period, we also continued to process purchase and
redemption of units of the collateral pools at $1.00
although the fair market value of the collateral pools'
assets were less than $1.00. Our willingness in the
future to continue to process purchases and
redemptions from collateral pools at $1.00 when the
fair market value of our collateral pools' assets is less
than $1.00 could expose us to significant liability. Our
unwillingness in the future to continue to process
purchases and redemptions from collateral pools at
$1.00 when the fair market value of the collateral
pools' assets are less than $1.00 could similarly
expose us to significant liability.
In the case of SSGA funds that engage in
securities lending, we implemented limitations, which
were terminated in 2010, on the portion of an
investor's interest in such fund that may be withdrawn
during any month. We also elected to contribute
significant amounts to these funds to negate the
effect of the collateral pools on the funds’ net asset
value.
If higher than normal demands for liquidity from
our clients were to return to post-Lehman-Brothers-
bankruptcy levels or increase, managing the liquidity
requirements of our collective investment pools could
become more difficult. If such liquidity problems were
to recur, our relationships with our clients may be
adversely affected, and, we could, in certain
circumstances, be required to consolidate the
investment pools into our consolidated statement of
condition; levels of redemption activity could increase;
and our consolidated results of operations and
business prospects could be adversely affected. In
addition, if a money market fund that we manage
were to have unexpected liquidity demands from
investors in the fund that exceeded available liquidity,
the fund could be required to sell assets to meet
those redemption requirements, and selling the
assets held by the fund at a reasonable price, if at all,
may then be difficult.
While it is currently not our intention, and we do
not have contractual or other obligations to do so, we
have in the past guaranteed, and may in the future
guarantee, liquidity to investors desiring to make
withdrawals from a fund or otherwise take actions to
mitigate the impact of market conditions on our clients
and if permitted by applicable laws. Making a
significant amount of such guarantees could
adversely affect our own consolidated liquidity and
financial condition. Because of the size of the
investment pools that we manage, we may not have
the financial ability or regulatory authority to support
the liquidity or other demands of our clients. The
extreme volatility in the equity markets has led to the
potential for the return on passive and quantitative
products to deviate from their target returns.
Any decision by us to provide financial support
to an investment pool to support our reputation in
circumstances where we are not statutorily or
contractually obligated to do so could result in the
recognition of significant losses, could adversely
affect the regulatory view of our capital levels or plans
and could, in certain situations, require us to
consolidate the investment pools into our
consolidated statement of condition. Any failure of
the pools to meet redemption requests, or under-
performance of our pools relative to similar products
offered by our competitors, could harm our business
and our reputation.
Development of new products and services may
impose additional costs on us and may expose us
to increased operational risk.
Our financial performance depends, in part, on
our ability to develop and market new and innovative
services and to adopt or develop new technologies
that differentiate our products or provide cost
efficiencies, while avoiding increased related
expenses. The introduction of new products and
services can entail significant time and resources,
including regulatory approvals. Substantial risks and
40
uncertainties are associated with the introduction of
new products and services, including technical and
control requirements that may need to be developed
and implemented, rapid technological change in the
industry, our ability to access technical and other
information from our clients, the significant and
ongoing investments required to bring new products
and services to market in a timely manner at
competitive prices and the preparation of marketing,
sales and other materials that fully and accurately
describe the product or service and its underlying
risks. Our failure to manage these risks and
uncertainties also exposes us to enhanced risk of
operational lapses which may result in the recognition
of financial statement liabilities. Regulatory and
internal control requirements, capital requirements,
competitive alternatives, vendor relationships and
shifting market preferences may also determine if
such initiatives can be brought to market in a manner
that is timely and attractive to our clients. Failure to
successfully manage these risks in the development
and implementation of new products or services could
have a material adverse effect on our business and
reputation, as well as on our consolidated results of
operations and financial condition.
We depend on information technology, and any
failures of or damage to, attack on or
unauthorized access to our information
technology systems or facilities, or those of third
parties with which we do business, including as a
result of cyber-attacks, could result in significant
limits on our ability to conduct our operations
and activities, costs and reputational damage.
Our businesses depend on information
technology infrastructure, both internal and external,
to, among other things, record and process a large
volume of increasingly complex transactions and
other data, in many currencies, on a daily basis,
across numerous and diverse markets and
jurisdictions. In recent years, several financial
services firms have suffered successful cyber-attacks
launched both domestically and from abroad,
resulting in the disruption of services to clients, loss
or misappropriation of sensitive or private data and
reputational harm. We also have been subjected to
cyber-attack, and although we have not to our
knowledge suffered a material breach of our systems,
it is possible that we could suffer such a breach in the
future. Cyber-threats are sophisticated and
continually evolving. We may not implement effective
systems and other measures to effectively prevent or
mitigate the full diversity of cyber-threats or improve
and adapt such systems and measures as such
threats evolve and advance.
Our computer, communications, data
processing, networks, backup, business continuity or
other operating, information or technology systems
and facilities, including those that we outsource to
other providers, may fail to operate properly or
become disabled, overloaded or damaged as a result
of a number of factors, including events that are
wholly or partially beyond our control, which could
adversely affect our ability to process transactions,
provide services or maintain systems availability,
maintain compliance and internal controls or
otherwise appropriately conduct our business
activities. For example, there could be sudden
increases in transaction or data volumes, electrical or
telecommunications outages, cyber-attacks or
employee or contractor error or malfeasance.
The third parties with which we do business,
which facilitate our business activities or with whom
we otherwise engage or interact, including financial
intermediaries and technology infrastructure and
service providers, are also susceptible to the
foregoing risks (including regarding the third parties
with which they are similarly interconnected or on
which they otherwise rely), and our or their business
operations and activities may therefore be adversely
affected, perhaps materially, by failures, terminations,
errors or malfeasance by, or attacks or constraints on,
one or more financial, technology, infrastructure or
government institutions or intermediaries with whom
we or they are interconnected or conduct business.
In particular, we, like other financial services
firms, will continue to face increasing cyber threats,
including computer viruses, malicious code,
distributed denial of service attacks, phishing attacks,
information security breaches or employee or
contractor error or malfeasance that could result in
the unauthorized release, gathering, monitoring,
misuse, loss or destruction of our, our clients' or other
parties' confidential, personal, proprietary or other
information or otherwise disrupt, compromise or
damage our or our clients' or other parties' business
assets, operations and activities. Our status as a
global systemically important financial institution may
increase the risk that we are targeted by such cyber-
security threats. In addition, some of our service
offerings, such as data warehousing, may also
increase the risk we are, and the consequences of
being, so-targeted. We therefore could experience
significant related costs and exposures, including lost
or constrained ability to provide our services or
maintain systems availability to clients, regulatory
inquiries, enforcements, actions and fines, litigation,
damage to our reputation or property and enhanced
competition.
Due to our dependence on technology and the
important role it plays in our business operations, we
must persist in improving and updating our
information technology infrastructure. Updating these
systems and facilities can require significant
resources and often involves implementation,
41
integration and security risks that could cause
financial, reputational and operational harm.
However, failing to properly respond to and invest in
changes and advancements in technology can limit
our ability to attract and retain clients, prevent us from
offering similar products and services as those
offered by our competitors and inhibit our ability to
meet regulatory requirements.
Any theft, loss or other misappropriation or
inadvertent disclosure of, or inappropriate access
to, the confidential information we possess could
have an adverse impact on our business and
could subject us to regulatory actions, litigation
and other adverse effects.
Our businesses and relationships with clients
are dependent on our ability to maintain the
confidentiality of our and our clients' trade secrets
and confidential information (including client
transactional data and personal data about our
employees, our clients and our clients' clients).
Unauthorized access, or failure of our controls with
respect to granting access to our systems, may occur,
resulting in theft, loss, or other misappropriation of
such information. Any theft, loss, other
misappropriation or inadvertent disclosure of
confidential information could have a material
adverse impact on our competitive position, our
relationships with our clients and our reputation and
could subject us to regulatory inquiries, enforcement
and fines, civil litigation and possible financial liability
or costs.
We may not be able to protect our intellectual
property, and we are subject to claims of third-
party intellectual property rights.
Our potential inability to protect our intellectual
property and proprietary technology effectively may
allow competitors to duplicate our technology and
products and may adversely affect our ability to
compete with them. To the extent that we do not
protect our intellectual property effectively through
patents or other means, other parties, including
former employees, with knowledge of our intellectual
property may leave and seek to exploit our intellectual
property for their own or others' advantage. In
addition, we may infringe on claims of third-party
patents, and we may face intellectual property
challenges from other parties. We may not be
successful in defending against any such challenges
or in obtaining licenses to avoid or resolve any
intellectual property disputes. Third-party intellectual
rights, valid or not, may also impede our deployment
of the full scope of our products and service
capabilities in all jurisdictions in which we operate or
market our products and services. The intellectual
property of an acquired business may be an
important component of the value that we agree to
pay for such a business. However, such acquisitions
are subject to the risks that the acquired business
may not own the intellectual property that we believe
we are acquiring, that the intellectual property is
dependent on licenses from third parties, that the
acquired business infringes on the intellectual
property rights of others, or that the technology does
not have the acceptance in the marketplace that we
anticipated.
Competition for our employees is intense, and we
may not be able to attract and retain the highly
skilled people we need to support our business.
Our success depends, in large part, on our
ability to attract and retain key people. Competition
for the best people in most activities in which we
engage can be intense, and we may not be able to
hire people or retain them, particularly in light of
challenges associated with evolving compensation
restrictions applicable, or which may become
applicable, to banks and some asset managers and
that potentially are not applicable to other financial
services firms in all jurisdictions. The unexpected
loss of services of key personnel, both in business
units and control functions, could have a material
adverse impact on our business because of their
skills, their knowledge of our markets, operations and
clients, their years of industry experience and, in
some cases, the difficulty of promptly finding qualified
replacement personnel. Similarly, the loss of key
employees, either individually or as a group, could
adversely affect our clients' perception of our ability to
continue to manage certain types of investment
management mandates or to provide other services
to them.
We are subject to intense competition in all
aspects of our business, which could negatively
affect our ability to maintain or increase our
profitability.
The markets in which we operate across all
facets of our business are both highly competitive and
global. These markets are changing as a result of
new and evolving laws and regulations applicable to
financial services institutions. Regulatory-driven
market changes cannot always be anticipated, and
may adversely affect the demand for, and profitability
of, the products and services that we offer. In
addition, new market entrants and competitors may
address changes in the markets more rapidly than we
do, or may provide clients with a more attractive
offering of products and services, adversely affecting
our business. Our efforts to develop and market new
products may position us in new markets with pre-
existing competitors with strong market position. We
have also experienced, and anticipate that we will
continue to experience, pricing pressure in many of
our core businesses, particularly our custodial and
42
investment management services. Many of our
businesses compete with other domestic and
international banks and financial services companies,
such as custody banks, investment advisors, broker/
dealers, outsourcing companies and data processing
companies. Further consolidation within the financial
services industry could also pose challenges to us in
the markets we serve, including potentially increased
downward pricing pressure across our businesses.
Some of our competitors, including our
competitors in core services, have substantially
greater capital resources than we do or are not
subject to as stringent capital or other regulatory
requirements as are we. In some of our businesses,
we are service providers to significant competitors.
These competitors are in some instances significant
clients, and the retention of these clients involves
additional risks, such as the avoidance of actual or
perceived conflicts of interest and the maintenance of
high levels of service quality and intra-company
confidentiality. The ability of a competitor to offer
comparable or improved products or services at a
lower price would likely negatively affect our ability to
maintain or increase our profitability. Many of our
core services are subject to contracts that have
relatively short terms or may be terminated by our
client after a short notice period. In addition, pricing
pressures as a result of the activities of competitors,
client pricing reviews, and rebids, as well as the
introduction of new products, may result in a
reduction in the prices we can charge for our products
and services.
Acquisitions, strategic alliances, joint ventures
and divestitures pose risks for our business.
As part of our business strategy, we acquire
complementary businesses and technologies, enter
into strategic alliances and joint ventures and divest
portions of our business. We undertake transactions
of varying sizes to, among other reasons, expand our
geographic footprint, access new clients,
technologies or services, develop closer or more
collaborative relationships with our business partners,
bolster existing servicing capabilities, efficiently
deploy capital or leverage cost savings or other
business or financial opportunities. We may not
achieve the expected benefits of these transactions,
which could result in increased costs, lowered
revenues, ineffective deployment of capital,
regulatory concerns, exit costs or diminished
competitive position or reputation.
Transactions of this nature also involve a
number of risks and financial, accounting, tax,
regulatory, managerial, operational, cultural and
employment challenges, which could adversely affect
our consolidated results of operations and financial
condition. For example, the businesses that we
acquire or our strategic alliances or joint ventures
may under-perform relative to the price paid or the
resources committed by us; we may not achieve
anticipated cost savings; or we may otherwise be
adversely affected by acquisition-related charges.
Further, past acquisitions have resulted in the
recognition of goodwill and other significant intangible
assets in our consolidated statement of condition.
These assets are not eligible for inclusion in
regulatory capital under applicable requirements. In
addition, we may be required to record impairment in
our consolidated statement of income in future
periods if we determine that the value of these assets
has declined.
Through our acquisitions or joint ventures, we
may also assume unknown or undisclosed business,
operational, tax, regulatory and other liabilities, fail to
properly assess known contingent liabilities or
assume businesses with internal control deficiencies.
While in most of our transactions we seek to mitigate
these risks through, among other things, due
diligence and indemnification provisions, these or
other risk-mitigating provisions we put in place may
not be sufficient to address these liabilities and
contingencies.
Various regulatory approvals or consents, formal
or informal, are generally required prior to closing of
these transactions, which may include approvals or
non-objections from the Federal Reserve and other
domestic and non-U.S. regulatory authorities. These
regulatory authorities may impose conditions on the
completion of the acquisition or require changes to its
terms that materially affect the terms of the
transaction or our ability to capture some of the
opportunities presented by the transaction. Any such
conditions, or any associated regulatory delays, could
limit the benefits of the transaction. Acquisitions or
joint ventures we announce may not be completed if
we do not receive the required regulatory approvals, if
regulatory approvals are significantly delayed or if
other closing conditions are not satisfied.
The integration of our acquisitions results in risks
to our business and other uncertainties.
The integration of acquisitions presents risks
that differ from the risks associated with our ongoing
operations. Integration activities are complicated and
time consuming and can involve significant
unforeseen costs. We may not be able to effectively
assimilate services, technologies, key personnel or
businesses of acquired companies into our business
or service offerings as anticipated, alliances may not
be successful, and we may not achieve related
revenue growth or cost savings. We also face the
risk of being unable to retain, or cross-sell our
products or services to, the clients of acquired
companies or joint ventures. Acquisitions of
43
investment servicing businesses entail information
technology systems conversions, which involve
operational risks and may result in client
dissatisfaction and defection. Clients of investment
servicing businesses that we have acquired may be
competitors of our non-custody businesses. The loss
of some of these clients or a significant reduction in
the revenues generated from them, for competitive or
other reasons, could adversely affect the benefits that
we expect to achieve from these acquisitions or
cause impairment to goodwill and other intangibles.
With any acquisition, the integration of the
operations and resources of the businesses could
result in the loss of key employees, the disruption of
our and the acquired company's ongoing businesses
or inconsistencies in standards, controls, procedures
or policies that could adversely affect our ability to
maintain relationships with clients or employees or to
achieve the anticipated benefits of the acquisition.
Integration efforts may also divert management
attention and resources.
Long-term contracts expose us to pricing and
performance risk.
We enter into long-term contracts to provide
middle office or investment manager and alternative
investment manager operations outsourcing services
to clients, primarily for conversions, including services
related but not limited to certain trading activities,
cash reporting, settlement and reconciliation
activities, collateral management and information
technology development. We also may enter into
longer-term arrangements with respect to custody,
fund administration and depository services. These
arrangements generally set forth our fee schedule for
the term of the contract and, absent a change in
service requirements, do not permit us to re-price the
contract for changes in our costs or for market
pricing. The long-term contracts for these
relationships require, in some cases, considerable
up-front investment by us, including technology and
conversion costs, and carry the risk that pricing for
the products and services we provide might not prove
adequate to generate expected operating margins
over the term of the contracts.
The profitability of these contracts is largely a
function of our ability to accurately calculate pricing
for our services, efficiently assume our contractual
responsibilities in a timely manner, control our costs
and maintain the relationship with the client for an
adequate period of time to recover our up-front
investment. Our estimate of the profitability of these
arrangements can be adversely affected by declines
in the assets under the clients' management, whether
due to general declines in the securities markets or
client-specific issues. In addition, the profitability of
these arrangements may be based on our ability to
cross-sell additional services to these clients, and we
may be unable to do so.
Performance risk exists in each contract, given
our dependence on successful conversion and
implementation onto our own operating platforms of
the service activities provided. Our failure to meet
specified service levels or implementation timelines
may also adversely affect our revenue from such
arrangements, or permit early termination of the
contracts by the client. If the demand for these types
of services were to decline, we could see our revenue
decline.
Changes in accounting standards may adversely
affect our consolidated financial statements.
New accounting standards, or changes to
existing accounting standards, resulting both from
initiatives of the FASB, or their convergence efforts
with the International Accounting Standards Board, as
well as changes in the interpretation of existing
accounting standards, by the FASB or the SEC or
otherwise reflected in U.S. GAAP, potentially could
affect our consolidated results of operations, cash
flows and financial condition. These changes can
materially affect how we record and report our
consolidated results of operations, cash flows,
financial condition and other financial information. In
some cases, we could be required to apply a new or
revised standard retroactively, resulting in the revised
treatment of certain transactions or activities, and, in
some cases, the revision of our consolidated financial
statements for prior periods.
Changes in tax laws, rules or regulations,
challenges to our tax positions with respect to
historical transactions, and changes in the
composition of our pre-tax earnings may increase
our effective tax rate and thus adversely affect
our consolidated financial statements.
Our businesses can be directly or indirectly
affected by new tax legislation, the expiration of
existing tax laws or the interpretation of existing tax
laws worldwide. The U.S. federal government, state
governments, including Massachusetts, and
jurisdictions around the world continue to review
proposals to amend tax laws, rules and regulations
applicable to our business that could have a negative
impact on our after-tax earnings.
In the normal course of our business, we are
subject to review by U.S. and non-U.S. tax
authorities. A review by any such authority could
result in an increase in our recorded tax liability. In
addition to the aforementioned risks, our effective tax
rate is dependent on the nature and geographic
composition of our pre-tax earnings and could be
negatively affected by changes in these factors.
44
We may incur losses as a result of unforeseen
events, including terrorist attacks, natural
disasters, the emergence of a pandemic or acts of
embezzlement.
Acts of terrorism, natural disasters or the
emergence of a pandemic could significantly affect
our business. We have instituted disaster recovery
and continuity plans to address risks from terrorism,
natural disasters and pandemic; however, anticipating
or addressing all potential contingencies is not
possible for events of this nature. Acts of terrorism,
either targeted or broad in scope, or natural disasters
could damage our physical facilities, harm our
employees and disrupt our operations. A pandemic,
or concern about a possible pandemic, could lead to
operational difficulties and impair our ability to
manage our business. Acts of terrorism, natural
disasters and pandemics could also negatively affect
our clients, counterparties and service providers, as
well as result in disruptions in general economic
activity and the financial markets.
We occupy other principal properties located in
Missouri, New Jersey, New York, and Ontario,
composed of four leased buildings containing a total
of approximately 680,000 square feet, under leases
expiring from August 2022 to August 2025.
Significant properties in the U.K. and Europe include
nine buildings located in England, Scotland, Poland,
Ireland, Luxembourg, Germany, and Italy, containing
approximately 1.4 million square feet under leases
expiring from January 2019 through August 2034.
Principal properties located in China and Australia
consist of three buildings containing approximately
379,000 square feet under leases expiring from
September 2020 through May 2021.
We believe that our owned and leased facilities
are suitable and adequate for our business needs.
Additional information about our occupancy costs,
including our commitments under non-cancelable
leases, is provided in Note 20 to the consolidated
financial statements included under Item 8 of this
Form 10-K.
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 3. LEGAL PROCEEDINGS
The information required by this Item is provided
under "Legal and Regulatory Matters" in Note 13 to
the consolidated financial statements included under
Item 8 of this Form 10-K, and is incorporated herein
by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
None.
ITEM 2. PROPERTIES
We occupy a total of approximately 7.3 million
square feet of office space and related facilities
worldwide, of which approximately 6.4 million square
feet are leased. Of the total leased space,
approximately 2.4 million square feet are located in
eastern Massachusetts. An additional 1.3 million
square feet are located elsewhere throughout the
U.S. and in Canada. We lease approximately
2.0 million square feet in the U.K. and elsewhere in
Europe, and approximately 700,000 square feet in the
Asia/Pacific region.
Our headquarters is located at State Street
Financial Center, One Lincoln Street, Boston,
Massachusetts, a 36-story office building. Various
divisions of our two lines of business, as well as
support functions, occupy space in this building. We
lease the entire 1,025,000 square feet of the building,
and a related underground parking garage, at One
Lincoln Street, under 20-year non-cancellable capital
leases expiring in 2023. A portion of the lease
payments is offset by subleases for approximately
127,000 square feet of the building.
We occupy four buildings located in Quincy,
Massachusetts, one of which we own and three of
which we lease. The buildings contain a total of
approximately 1.2 million square feet (720,000 square
feet owned and 470,000 square feet leased). These,
along with the Channel Center, an office building
located in Boston, of which we lease the entire
500,000 square feet, function as State Street Bank's
principal operations facilities.
45
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table presents certain information with respect to each of our executive officers as of
February 19, 2016.
Name
Joseph L. Hooley
Michael W. Bell
Jeffrey N. Carp
Jeffrey D. Conway
Gunjan Kedia
Andrew Kuritzkes
Sean P. Newth
Ronald P. O'Hanley
James S. Phalen
Alison A. Quirk
Michael F. Rogers
Wai-Kwong Seck
Age
Position
58 Chairman and Chief Executive Officer
52 Executive Vice President and Chief Financial Officer
59 Executive Vice President, Chief Legal Officer and Secretary
50 Executive Vice President
45 Executive Vice President
55 Executive Vice President and Chief Risk Officer
40 Senior Vice President, Chief Accounting Officer and Controller
59 Chief Executive Officer and President of State Street Global Advisors
65 Vice Chairman
54 Executive Vice President
58 President and Chief Operating Officer
60 Executive Vice President
All executive officers are appointed by the Board
and hold office at the discretion of the Board. No
family relationships exist among any of our directors
and executive officers.
Mr. Hooley joined State Street in 1986 and
currently serves as Chairman and Chief Executive
Officer. He was appointed Chief Executive Officer in
March 2010 and Chairman of the Board in January
2011. He served as our President and Chief
Operating Officer from April 2008 until December
2014. From 2002 to April 2008, Mr. Hooley served as
Executive Vice President and head of Investor
Services and, in 2006, was appointed Vice Chairman
and Global Head of Investment Servicing and
Investment Research and Trading. Mr. Hooley was
elected to serve on the Board of Directors effective
October 22, 2009.
Mr. Bell joined State Street in August 2013 as
Executive Vice President and Chief Financial Officer.
Prior to joining State Street, Mr. Bell served as senior
executive vice president and chief financial officer of
Manulife Financial Corporation, a leading Canada-
based financial services group with principal
operations in Asia, Canada and the U.S., from 2009
to June 2012. From 2002 to 2009, he served as
executive vice president and chief financial officer at
Cigna Corporation, a global health services
organization where he had previously served in
several senior management positions, including as
President of Cigna Group Insurance.
Mr. Carp joined State Street in 2006 as
Executive Vice President and Chief Legal Officer.
Later in 2006, he was also appointed Secretary.
From 2004 to 2005, Mr. Carp served as executive
vice president and general counsel of Massachusetts
Financial Services, an investment management and
research company. From 1989 until 2004, Mr. Carp
was a senior partner at the law firm of Hale and
Dorr LLP, where he was an attorney since 1982.
Mr. Carp served as State Street's interim Chief Risk
Officer from February 2010 until September 2010.
Mr. Conway joined State Street more than 25
years ago and since March 2015 has served as
Executive Vice President and Chief Executive Officer
for Europe, the Middle East and Africa. Prior to that,
Mr. Conway held several other management positions
within the Company, including leading Global
Exchange, State Street's data and analytics business
from April 2013 to March 2015. From 2007 to April
2013 Mr. Conway served as the global head of State
Street's Investment Management Services business.
Ms. Kedia joined State Street in 2008 as an
executive vice president and is responsible for the
Investment Servicing business in the Americas for
mutual funds, insurance and institutional clients.
Prior to joining State Street, Ms. Kedia previously was
an executive vice president, global product
management at Bank of New York Mellon.
Additionally, Ms. Kedia was a partner with McKinsey
& Company focusing on financial institutions and an
associate with PriceWaterhouseCoopers.
Mr. Kuritzkes joined State Street in 2010 as
Executive Vice President and Chief Risk Officer.
Prior to joining State Street, Mr. Kuritzkes was a
partner at Oliver, Wyman & Company, an
international management consulting firm, and led the
firm’s Public Policy practice in North America. He
joined Oliver, Wyman & Company in 1988, was a
managing director in the firm’s London office from
1993 to 1997, and served as vice chairman of Oliver,
Wyman & Company globally from 2000 until the firm’s
acquisition by MMC in 2003. From 1986 to 1988, he
worked as an economist and lawyer for the Federal
Reserve Bank of New York.
Mr. Newth joined State Street in 2005 and has
served as Senior Vice President, Chief Accounting
46
Officer and Corporate Controller since October 2014.
Prior to that, he held several senior positions in State
Street's Accounting Department, including Director of
Accounting Policy from 2009 to 2014 and Deputy
Controller from April 2014 to October 2014. Before
joining State Street, Mr. Newth served in various
transaction services, accounting advisory and
assurance roles at KPMG, from 1997 to 2005.
Mr. O'Hanley joined State Street in April 2015 as
Chief Executive Officer and President of State Street
Global Advisors, the investment management arm of
State Street Corporation. Prior to that, Mr. O'Hanley
was president of Asset Management & Corporate
Services for Fidelity Investments, from 2010 to
February 2014. From 1997 to 2010, Mr. O'Hanley
served in various positions at Bank of New York
Mellon, serving as President and Chief Executive
Officer of BNY Asset Management in Boston from
2007 to 2010.
Mr. Phalen joined State Street in 1992 and in
2014 began serving as head of the Office of
Regulatory Initiatives. He was appointed Vice
Chairman in March 2014. Mr. Phalen served as
Executive Vice President and head of Global
Operations, Technology and Product Development
from 2010 to 2014. Prior to that, starting in 2000 and
until 2003, he served as Chairman and Chief
Executive Officer of CitiStreet, a global benefits
provider and retirement plan record keeper. In
February 2005, he was appointed head of State
Street's Investor Services division in North America.
In 2006, he was appointed head of international
operations for Investment Servicing and Investment
Research and Trading, based in Europe. From
January 2008 until May 2008, he served on an interim
basis as President and Chief Executive Officer of
SSGA, following which he returned to his role as
head of international operations for Investment
Servicing and Investment Research and Trading.
Ms. Quirk joined State Street in 2002, and since
January 2012 has served as Chief Human Resources
and Citizenship Officer. She has served as Executive
Vice President and head of Global Human Resources
since March 2010. Prior to that, Ms. Quirk served as
Executive Vice President in Global Human Resources
and held various senior roles in that group.
Mr. Rogers joined State Street in 2007 as part of
our acquisition of Investors Financial Services Corp.,
and was appointed President and Chief Operating
Officer in December 2014. In that role, he is
responsible for State Street Global Markets, State
Street Global Services Americas, Information
Technology, Global Operations, and Global
Exchange, State Street’s data and analytics business.
Prior to that, Mr. Rogers served as head of Global
Markets and Global Services - Americas since
November 2011 and served as head of Global
Services, including alternative investment solutions,
for all of the Americas since March 2010. Mr. Rogers
was previously head of the Relationship Management
group, a role which he held beginning in 2009. From
State Street's acquisition of Investors Financial
Services Corp. in July 2007 to 2009, Mr. Rogers
headed the post-acquisition Investors Financial
Services Corp. business and its integration into State
Street. Before joining State Street at the time of the
acquisition, Mr. Rogers spent 27 years at Investors
Financial Services Corp. and its predecessors in
various capacities, most recently as President
beginning in 2001.
Mr. Seck joined State Street in September 2011
as Executive Vice President and head of Global
Markets and Global Services across Asia Pacific.
Prior to joining State Street, Mr. Seck was chief
financial officer of the Singapore Exchange for eight
years. Previously he held senior-level positions in
the Monetary Authority of Singapore, the Government
of Singapore Investment Corporation, Lehman
Brothers and DBS Bank.
PART II
ITEM 5. MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY
SECURITIES
MARKET FOR REGISTRANT'S COMMON EQUITY
Our common stock is listed on the New York
Stock Exchange under the ticker symbol STT. There
were 2,897 shareholders of record as of January 31,
2016. The information required by this item
concerning the market prices of, and dividends on,
our common stock during the past two years is
provided under “Quarterly Summarized Financial
Information (Unaudited)” included under Item 8 of this
Form 10-K, and is incorporated herein by reference.
In March 2015, our Board approved a new
common stock purchase program authorizing the
purchase by us of up to $1.8 billion of our common
stock from April 1, 2015 through June 30, 2016. As of
December 31, 2015, we had approximately $780
million remaining under that program.
47
The following table presents purchases of our common stock and related information for each of the months
in the quarter ended December 31, 2015. All shares of our common stock purchased during the quarter ended
December 31, 2015 were purchased under the above-described Board-approved program. Stock purchases may
be made using various types of mechanisms, including open market purchases or transactions off market, and may
be made under Rule 10b5-1 trading programs. The timing of stock purchases, types of transactions and number of
shares purchased will depend on several factors, including market conditions, our capital position, our financial
performance and investment opportunities. The common stock purchase program does not have specific price
targets and may be suspended at any time.
(Dollars in millions, except per share amounts; shares
in thousands)
Period:
October 1 - October 31, 2015
November 1 - November 30, 2015
December 1 - December 31, 2015
Total
Total Number of
Shares Purchased
Under Publicly
Announced
Program
Average Price
Paid Per Share
Approximate
Dollar Value of
Shares Purchased
Under Publicly
Announced
Program
Approximate
Dollar Value of
Shares Yet to be
Purchased Under
Publicly
Announced
Program
666
$
69.14
$
46
$
2,355
1,948
71.80
69.23
4,969
$
70.44
$
169
135
350
$
1,084
915
780
780
Additional information about our common stock,
including Board authorization with respect to
purchases by us of our common stock, is provided
under “Financial Condition - Capital” in
Management's Discussion and Analysis included
under Item 7, and in Note 15 to the consolidated
financial statements included under Item 8 of this
Form 10-K, and is incorporated herein by reference.
RELATED STOCKHOLDER MATTERS
As a bank holding company, our parent
company is a legal entity separate and distinct from
its principal banking subsidiary, State Street Bank,
and its non-banking subsidiaries. The right of the
parent company to participate as a shareholder in any
distribution of assets of State Street Bank upon its
liquidation, reorganization or otherwise is subject to
the prior claims by creditors of State Street Bank,
including obligations for federal funds purchased and
securities sold under repurchase agreements and
deposit liabilities.
Payment of dividends by State Street Bank is
subject to the provisions of the Massachusetts
banking law, which provide that State Street Bank's
Board of Directors may declare, from State Street
Bank's "net profits," as defined below, cash dividends
annually, semi-annually or quarterly (but not more
frequently) and can declare non-cash dividends at
any time. Under Massachusetts banking law, for
purposes of determining the amount of cash
dividends that are payable by State Street Bank, “net
profits” is defined as an amount equal to the
remainder of all earnings from current operations plus
actual recoveries on loans and investments and other
assets, after deducting from the total thereof all
current operating expenses, actual losses, accrued
dividends on preferred stock, if any, and all federal
and state taxes.
No dividends may be declared, credited or paid
so long as there is any impairment of State Street
Bank's capital stock. The approval of the
Massachusetts Commissioner of Banks is required if
the total of all dividends declared by State Street
Bank in any calendar year would exceed the total of
its net profits for that year combined with its retained
net profits for the preceding two years, less any
required transfer to surplus or to a fund for the
retirement of any preferred stock.
Under Federal Reserve regulations, the
approval of the Federal Reserve would be required
for the payment of dividends by State Street Bank if
the total amount of all dividends declared by State
Street Bank in any calendar year, including any
proposed dividend, would exceed the total of its net
income for such calendar year as reported in State
Street Bank's Consolidated Reports of Condition and
Income for a Bank with Domestic and Foreign Offices
Only - FFIEC 031, commonly referred to as the “Call
Report,” as submitted through the Federal Financial
Institutions Examination Council and provided to the
Federal Reserve, plus its “retained net income” for
the preceding two calendar years. For these
purposes, “retained net income,” as of any date of
determination, is defined as an amount equal to State
Street Bank's net income (as reported in its Call
Reports for the calendar year in which retained net
income is being determined) less any dividends
declared during such year. In determining the
amount of dividends that are payable, the total of
State Street Bank's net income for the current year
and its retained net income for the preceding two
calendar years is reduced by any net losses incurred
in the current or preceding two-year period and by
any required transfers to surplus or to a fund for the
retirement of preferred stock.
Prior Federal Reserve approval also must be
obtained if a proposed dividend would exceed State
48
Street Bank's “undivided profits” (retained earnings)
as reported in its Call Reports. State Street Bank may
include in its undivided profits amounts contained in
its surplus account, if the amounts reflect transfers of
undivided profits made in prior periods and if the
Federal Reserve's approval for the transfer back to
undivided profits has been obtained.
Under the PCA provisions adopted pursuant to
the FDIC Improvement Act of 1991, State Street Bank
may not pay a dividend when it is deemed, under the
PCA framework, to be under-capitalized, or when the
payment of the dividend would cause State Street
Bank to be under-capitalized. If State Street Bank is
under-capitalized for purposes of the PCA framework,
it must cease paying dividends for so long as it is
deemed to be under-capitalized. Once earnings have
begun to improve and an adequate capital position
has been restored, dividend payments may resume in
accordance with federal and state statutory limitations
and guidelines.
In 2015, our parent company declared
aggregate quarterly common stock dividends to its
shareholders of $1.32 per share, totaling
approximately $536 million. In 2014, our parent
company declared aggregate quarterly common stock
dividends to its shareholders of $1.16 per share,
totaling approximately $490 million. Currently, any
payment of future common stock dividends by our
parent company to its shareholders is subject to the
review of our capital plan by the Federal Reserve in
connection with its CCAR process. Information about
dividends declared by our parent company and
dividends from our subsidiary banks is provided
under “Financial Condition - Capital” in
Management's Discussion and Analysis included
under Item 7, and in Note 15 to the consolidated
financial statements included under Item 8 of this
Form 10-K, and is incorporated herein by reference.
Future dividend payments of State Street Bank and
our non-banking subsidiaries cannot be determined at
this time. In addition, refer to “Business - Supervision
and Regulation - Capital Planning, Stress Tests and
Dividends” included under Item 1 of this Form 10-K
and the risk factor titled “Our business and capital-
related activities, including our ability to return capital
to shareholders and purchase our capital stock, may
be adversely affected by our implementation of the
revised regulatory capital and liquidity standards that
we must meet under the Basel III final rule, the Dodd-
Frank Act and other regulatory initiatives, or in the
event our capital plan or post-stress capital ratios are
determined to be insufficient as a result of regulatory
capital stress testing” included under Item 1A of this
Form 10-K.
Information about our equity compensation
plans is included under Item 12, and in Note 18 to the
consolidated financial statements included under Item
8 of this Form 10-K, and is incorporated herein by
reference.
SHAREHOLDER RETURN PERFORMANCE
PRESENTATION
The graph presented below compares the
cumulative total shareholder return on State Street's
common stock to the cumulative total return of the
S&P 500 Index, the S&P Financial Index and the
KBW Bank Index over a five-year period. The
cumulative total shareholder return assumes the
investment of $100 in State Street common stock and
in each index on December 31, 2010 at the closing
price on the last trading day of 2010, and also
assumes reinvestment of common stock dividends.
The S&P Financial Index is a publicly available
measure of 88 of the Standard & Poor's 500
companies, representing 26 diversified financial
services companies, 21 insurance companies, 25 real
estate companies and 16 banking companies. The
KBW Bank Index seeks to reflect the performance of
banks and thrifts that are publicly traded in the U.S.,
and is composed of 24 leading national money center
and regional banks and thrifts.
49
State Street Corporation
S&P 500 Index
S&P Financial Index
KBW Bank Index
2010
2011
2012
2013
2014
2015
$
100
100
100
100
$
89
$
102
83
77
$
106
118
107
101
$
167
157
145
139
$
182
178
167
152
157
181
164
153
50
ITEM 6. SELECTED FINANCIAL DATA
(Dollars in millions, except per share amounts or where otherwise noted)
FOR THE YEARS ENDED DECEMBER 31:
Total fee revenue(1)
Net interest revenue
Gains (losses) related to investment securities, net(2)
Total revenue(1)
Provision for loan losses
Total expenses
Income before income tax expense(1)
Income tax expense(1)(3)
Net income(1)
Adjustments to net income(4)
Net income available to common shareholders(1)
PER COMMON SHARE:
Earnings per common share(1):
Basic
Diluted
Cash dividends declared
Closing market price (at year end)
AT YEAR END:
Investment securities
Average total interest-earning assets
Total assets
Deposits
Long-term debt
Total shareholders' equity(1)
Assets under custody and administration (in billions)
Assets under management (in billions)
Number of employees
RATIOS:
Return on average common shareholders' equity(1)
Return on average assets(1)
Common dividend payout(1)
Average common equity to average total assets(1)
Net interest margin, fully taxable-equivalent basis
Common equity tier 1 ratio(1)(5)
Tier 1 capital ratio(1)(5)
Total capital ratio(1)(5)
Tier 1 leverage ratio(1)(5)
Supplementary leverage ratio(1)(6)
2015
2014
2013
2012
2011
$
8,278
$
8,010
$
7,570
$
7,069
$
7,176
2,088
(6)
2,260
4
10,360
10,274
12
8,050
2,298
318
1,980
(132)
1,848
4.53
4.47
1.32
10
7,827
2,437
415
2,022
(64)
1,958
4.62
4.53
1.16
$
$
$
$
$
$
2,303
(9)
9,864
6
7,192
2,666
616
2,050
(34)
2,016
4.52
4.43
1.04
$
$
$
2,538
23
9,630
(3)
6,886
2,747
700
2,047
(42)
2,005
4.23
4.17
.96
$
$
$
2,333
67
9,576
—
7,058
2,518
611
1,907
(38)
1,869
3.79
3.77
.72
$
$
$
$
66.36
$
78.50
$
73.39
$
47.01
$
40.31
$ 100,022
$ 112,636
$ 116,914
$ 121,061
$ 109,153
220,456
245,192
191,627
11,534
21,103
27,508
2,245
32,356
209,054
274,119
209,040
10,042
21,328
28,188
2,448
29,970
178,101
243,291
182,268
9,699
20,248
27,427
2,345
29,430
167,615
222,582
164,181
7,429
20,824
24,371
2,086
29,650
147,657
216,827
157,287
8,131
19,366
21,807
1,845
29,740
9.8%
9.8%
10.2%
10.3%
9.9%
0.79
28.99
7.5
1.03
12.5
15.3
17.4
6.9
6.2
0.85
25.03
8.4
1.16
12.4
14.5
16.4
6.3
5.6
0.99
22.89
9.6
1.37
15.3
17.1
19.5
6.8
1.06
22.57
9.7
1.59
17.1
19.1
20.6
7.1
1.09
18.96
11.2
1.67
16.8
18.8
20.5
7.3
N/A
N/A
N/A
(1) Amounts for 2011 through 2014 reflect adjustments related to certain expenses billed to our asset servicing clients as more fully described in Note 1 to the
consolidated financial statements included under Item 8 of this Form 10-K.
(2) Amount for 2012 reflects a $46 million loss from the sale of our Greek investment securities.
(3) Amount for 2013 reflects the correction of an out-of-period adjustment to deferred taxes, as more fully described in Note 1 to the consolidated financial
statements included under Item 8 of this Form 10-K. Amounts for 2012 and 2011 reflect the net effects of certain tax matters ($7 million benefit and $55 million
expense, respectively) associated with the 2010 Intesa acquisition. Amount for 2011 reflects discrete tax benefits of $103 million attributable to costs incurred in
terminating former conduit asset structures.
(4) Amounts represent preferred stock dividends and the allocation of earnings to participating securities using the two-class method.
(5) Ratios for 2015 and 2014 were calculated in conformity with the advanced approaches provisions of the Basel III final rule. Ratios for 2013, 2012 and 2011 were
calculated in conformity with the provisions of Basel I. Ratios for 2015 and 2014 are not directly comparable to ratios for prior years. Refer to Note 16 to the
consolidated financial statements included under Item 8 of this Form 10-K.
(6) The supplementary leverage ratio was calculated using the transitional tier 1 capital as calculated under the supplementary leverage ratio provisions of the Basel
III final rule as of the date indicated.
51
STATE STREET CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
TABLE OF CONTENTS
General
Overview of Financial Results
Consolidated Results of Operations
Total Revenue
Fee Revenue
Net Interest Revenue
Gains (Losses) Related to Investment Securities, Net
Provision for Loan Losses
Expenses
Income Tax Expense
Line of Business Information
Financial Condition
Investment Securities
Loans and Leases
Cross-Border Outstandings
Risk Management
Credit Risk Management
Liquidity Risk Management
Operational Risk Management
Market Risk Management
Model Risk Management
Strategic Risk Management
Capital
Off-Balance Sheet Arrangements
Recent Accounting Developments
53
54
56
56
56
57
60
61
61
62
62
70
71
75
77
78
83
88
93
96
105
106
106
117
121
We use acronyms and other defined terms for certain business terms and abbreviations, as defined on the
acronyms list following the table of contents to this Form 10-K.
52
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 7. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
As of December 31, 2015, we had consolidated
total assets of $245.19 billion, consolidated total
deposits of $191.63 billion, consolidated total
shareholders' equity of $21.10 billion and 32,356
employees. We operate in more than 100 geographic
markets worldwide, including in the U.S., Canada,
Europe, the Middle East and Asia.
We have two lines of business:
Investment Servicing provides services for
institutional clients, including mutual funds, collective
investment funds and other investment pools,
corporate and public retirement plans, insurance
companies, foundations and endowments worldwide.
Products include custody; product- and participant-
level accounting; daily pricing and administration;
master trust and master custody; record-keeping;
cash management; foreign exchange, brokerage and
other trading services; securities finance, including
our enhanced custody product, which integrates
securities lending and custody into a platform that
offers clients the ability to borrow securities from us
as principal and finance their borrowing activities in
numerous ways, including by lending securities in our
agency lending program; deposit and short-term
investment facilities; loans and lease financing;
investment manager and alternative investment
manager operations outsourcing; and performance,
risk and compliance analytics to support institutional
investors.
Investment Management, through SSGA,
provides a broad array of investment management,
investment research and investment advisory
services to corporations, public funds and other
sophisticated investors. SSGA offers active and
passive asset management strategies across equity,
fixed-income and cash asset classes. Products are
distributed directly and through intermediaries using a
variety of investment vehicles, including ETFs, such
as the SPDR® ETF brand.
For financial and other information about our
lines of business, refer to “Line of Business
Information” included in this Management's
Discussion and Analysis and Note 24 to the
consolidated financial statements included under Item
8 of this Form 10-K.
This Management's Discussion and Analysis
should be read in conjunction with the consolidated
financial statements and accompanying notes to
consolidated financial statements included under Item
8 of this Form 10-K. Certain previously reported
amounts presented in this Form 10-K have been
reclassified to conform to current-year presentation.
In addition, certain prior period amounts have been
revised to correct for errors related to those prior
periods. Refer to Note 1 to the consolidated financial
statements included under Item 8 of this Form 10-K.
We prepare our consolidated financial
statements in conformity with U.S. GAAP. The
preparation of financial statements in conformity with
U.S. GAAP requires management to make estimates
and assumptions in its application of certain
accounting policies that materially affect the reported
amounts of assets, liabilities, equity, revenue and
expenses.
The significant accounting policies that require
us to make judgments, estimates and assumptions
that are difficult, subjective or complex about matters
that are uncertain and may change in subsequent
periods include accounting for fair value
measurements; other-than-temporary impairment of
investment securities; impairment of goodwill and
other intangible assets; and contingencies. These
significant accounting policies require the most
subjective or complex judgments, and underlying
estimates and assumptions could be subject to
revision as new information becomes available.
Additional information about these significant
accounting policies is included under “Significant
Accounting Estimates” in this Management's
Discussion and Analysis.
Certain financial information provided in this
Form 10-K, including this Management's Discussion
and Analysis, is prepared on both a U.S. GAAP, or
reported basis, and a non-GAAP, or operating basis,
including certain non-GAAP measures used in the
calculation of identified regulatory capital ratios. We
measure and compare certain financial information on
an operating basis, as we believe that this
presentation supports meaningful comparisons from
period to period and the analysis of comparable
financial trends with respect to our normal ongoing
business operations. We believe that operating-basis
financial information, which reports non-taxable
revenue, such as interest revenue associated with
tax-exempt investment securities, on a fully taxable-
equivalent basis, facilitates an investor's
understanding and analysis of our underlying financial
performance and trends in addition to financial
information prepared and reported in conformity with
U.S. GAAP. We also believe that the use of certain
non-GAAP measures in the calculation of identified
regulatory capital ratios is useful in understanding our
capital position and is of interest to investors.
Operating-basis financial information should be
considered in addition to, not as a substitute for or
superior to, financial information prepared in
conformity with U.S. GAAP. Any non-GAAP, or
operating-basis, financial information presented in
53
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
this Form 10-K, including this Management’s
Discussion and Analysis, is reconciled to its most
directly comparable U.S. GAAP-basis measure.
This Management's Discussion and Analysis
contains statements that are considered "forward-
looking statements" within the meaning of U.S.
securities laws. Forward-looking statements include
statements about our goals and expectations
regarding our business, financial and capital
condition, results of operations, strategies, financial
portfolio performance, dividend and stock purchase
programs, expected outcomes of legal proceedings,
market growth, acquisitions, joint ventures and
divestitures and new technologies, services and
opportunities, as well as regarding industry,
regulatory, economic and market trends, initiatives
and developments, the business environment and
other matters that do not relate strictly to historical
facts. These forward-looking statements involve
certain risks and uncertainties which could cause
actual results to differ materially. We undertake no
obligation to revise the forward-looking statements
contained in this Management's Discussion and
Analysis to reflect events after the time we file this
Form 10-K with the SEC. Additional information about
forward-looking statements and related risks and
uncertainties is provided in "Risk Factors" included
under Item 1A of this Form 10-K.
We provide additional disclosures required by
applicable bank regulatory standards, including
supplemental qualitative and quantitative information
with respect to regulatory capital (including market
risk associated with our trading activities), summary
results of semi-annual State Street-run stress tests
which we conduct under the Dodd-Frank Act, and
resolution plan disclosures required under the Dodd-
Frank Act. These additional disclosures are
accessible on the “Investor Relations” section of our
corporate website at www.statestreet.com.
We have included our website address in this
report as an inactive textual reference only.
Information on our website is not incorporated by
reference into this Form 10-K.
We use acronyms and other defined terms for
certain business terms and abbreviations, as defined
on the acronyms list following the table of contents to
this Form 10-K.
OVERVIEW OF FINANCIAL RESULTS
TABLE 1: OVERVIEW OF FINANCIAL RESULTS
Years Ended December 31,
2015
2014
2013
(Dollars in millions, except per
share amounts)
Total fee revenue(1)
Net interest revenue
Gains (losses) related to investment
securities, net
Total revenue(1)
Provision for loan losses
Total expenses
Income before income tax expense(1)
Income tax expense(1)
Net income(1)
Adjustments to net income:
Dividends on preferred stock(2)
Earnings allocated to
participating securities(3)
Net income available to common
shareholders(1)
Earnings per common share(1):
Basic
Diluted
Average common shares
outstanding (in thousands):
Basic
Diluted
$ 8,278
$ 8,010
$ 7,570
2,088
2,260
2,303
(6)
4
(9)
10,360
10,274
9,864
12
8,050
2,298
318
10
7,827
2,437
415
6
7,192
2,666
616
$ 1,980
$ 2,022
$ 2,050
(130)
(2)
(61)
(3)
(26)
(8)
$ 1,848
$ 1,958
$ 2,016
$
4.53
4.47
$
4.62
4.53
$
4.52
4.43
407,856
424,223
413,638
432,007
446,245
455,155
Cash dividends declared per
common share
Return on average common equity(1)
$
1.32
$
1.16
$
1.04
9.8%
9.8%
10.2%
(1) Amounts for 2013 and 2014 reflect adjustments related to certain
expenses billed to our asset servicing clients as more fully described in Note
1 to the consolidated financial statements included under Item 8 of this Form
10-K.
(2) Refer to Note 15 of the consolidated financial statements included under
Item 8 of this Form 10-K for additional information regarding our preferred
stock dividends.
(3) Refer to Note 23 of the consolidated financial statements included under
Item 8 of this Form 10-K.
The following “Highlights” and “Financial
Results” sections provide information related to
significant events, as well as highlights of our
consolidated financial results for the year ended
December 31, 2015 presented in Table 1: Overview
of Financial Results. More detailed information about
our consolidated financial results, including
comparisons of our financial results for the year
ended December 31, 2015 to those for the year
ended December 31, 2014, is provided under
“Consolidated Results of Operations,” which follows
these sections. In this Management’s Discussion and
Analysis, where we describe the effects of changes in
foreign exchange rates, those effects are determined
by applying applicable weighted average foreign
exchange rates from the relevant 2014 period to the
relevant 2015 period.
54
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Highlights
•
In October 2015, we announced the next
phase of our multi-year transformation
program, which we refer to as State Street
Beacon. We expect to deliver cost
efficiencies through changes in our
operational processes, and further digitize
our processes and interfaces with clients.
We expect State Street Beacon, which
includes the targeted staff reductions that we
announced with our third quarter 2015
results, to generate approximately $550
million in estimated annualized pre-tax
expense savings over the next five years,
including approximately $75 million in 2016.
The full effect of the savings generated each
year will be realized the following year. To
implement State Street Beacon, we expect to
incur aggregate pre-tax restructuring costs of
approximately $300 million to $400 million
over the five- year period ending December
31, 2020. Estimated pre-tax expense
savings relate only to State Street Beacon,
include the effects of the targeted staff
reductions announced as part of our third
quarter of 2015 financial results, and are
based on projected improvement from our
full-year 2015 operating-basis expenses, all
else equal. Actual expenses may increase or
decrease in the future due to other factors.
•
In 2015, we secured new asset servicing
mandates of $797.5 billion; of that total,
approximately $444.9 billion was installed
prior to December 31, 2015, with the
remaining balance expected to be installed in
2016 or later.
• Net outflows of AUM totaled $151 billion,
which does not include $13 billion of new
asset management business which was
awarded to SSGA but not installed as of
December 31, 2015.
• During 2015, we recorded legal charges of
$415 million or $0.76 per share. Of that,
$400 million was to increase our legal accrual
associated with our indirect foreign exchange
business prior to 2010. The total legal
accrual associated with this matter as of the
time of filing this Form 10-K is $565 million.
The legal accrual is further discussed under
"Legal and Regulatory Matters" in Note 13 to
the consolidated financial statements
included under Item 8 of this Form 10-K.
• During 2015, we declared common stock
dividends of $1.32 per share, totaling
approximately $536 million.
• During 2015, we purchased approximately
20.5 million shares of our common stock at
an average per-share cost of $74.07 and an
aggregate cost of approximately $1.52 billion.
We have approximately $780 million
remaining under our current $1.8 billion
program approved by our Board in March
2015.
Additional information with respect to
our common stock purchase program and
stock dividends is provided under "Financial
Condition - Capital" in this Management's
Discussion and Analysis.
• During the fourth quarter of 2015, we
identified and corrected an error that
originated in prior periods relating to certain
expenses billed to certain of our asset
servicing clients, which misstated our
servicing revenue. This error misstated our
servicing fee revenue. Based on the results
of our analysis, we determined that the error
was immaterial to each of the prior reporting
periods affected. However, we concluded
that correcting the error in the year ended
December 31, 2015 would materially misstate
the consolidated results of operations for that
period. Accordingly, our financial results for
all prior periods presented herein have been
revised for the correction of this error. Refer
to "Investment Servicing" under "Line of
Business Information" within this
Management's Discussion and Analysis, and
Note 1 to the consolidated financial
statements included under Item 8 of this
Form 10-K.
Financial Results
• Total revenue in 2015 increased 1%
compared to 2014, primarily due to a 3%
increase in total fee revenue, partially offset
by a decline in net interest revenue.
• Total revenue in 2015 included a $165 million
pre-tax gain from the sale of commercial real
estate in the third-quarter of 2015 and final
paydown in the fourth-quarter of a
commercial real estate loan, both acquired as
a result of the Lehman Brothers bankruptcy.
•
In 2015, we recorded a $61 million reduction
to our income tax expense related to an
Italian deferred tax liability as a consequence
of our European legal entity restructuring
activities.
• Servicing fee revenue increased 1% in 2015
compared to 2014, primarily due to net new
business, partially offset by $203 million due
to the effect of the stronger U.S. dollar.
55
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
• Management fee revenue decreased 3% in
TOTAL REVENUE
2015 compared to 2014, primarily due to $43
million from the effect of the stronger U.S.
dollar, partially offset by net new business.
• Total expenses in 2015 increased 3%
compared to 2014, primarily driven by an
increase in expenses due to $415 million in
legal accruals, as well as higher information
systems and communications costs to
support new business and other expenses
from professional services, partially offset by
a $108 million decrease in acquisition and
restructuring costs and $251 million from the
effect of the stronger U.S. dollar.
• Return on average common shareholders'
equity remained flat at 9.8% in 2015
compared to 2014.
CONSOLIDATED RESULTS OF OPERATIONS
This section discusses our consolidated results
of operations for 2015 compared to 2014, as well as
2014 compared to 2013, and should be read in
conjunction with the consolidated financial statements
and accompanying notes to the consolidated financial
statements included under Item 8 of this Form 10-K.
TABLE 2: TOTAL REVENUE
Years Ended December 31,
2015
2014
2013
%
Change
2015
vs.
2014
%
Change
2014
vs.
2013
(Dollars in
millions)
Fee revenue:
Servicing fees(1) $ 5,153
$ 5,108
$ 4,799
1%
6 %
Management
fees
Trading
services:
Foreign
exchange
trading
Brokerage
and other
trading
services
Total trading
services
Securities
finance
Processing fees
and other
Total fee
revenue(1)
Net interest
revenue:
Interest
revenue
Interest
expense
Net interest
revenue
Gains (losses)
related to
investment
securities, net
1,174
1,207
1,106
(3)
690
607
589
14
456
477
505
(4)
1,146
1,084
1,094
496
309
437
174
359
212
8,278
8,010
7,570
2,488
2,652
2,714
400
392
411
2,088
2,260
2,303
(6)
4
(9)
6
14
78
3
(6)
2
(8)
9
3
(6)
(1)
22
(18)
6
(2)
(5)
(2)
Total revenue(1)
$10,360
$10,274
$ 9,864
1
4
(1) Amounts for 2013 and 2014 reflect adjustments related to certain
expenses billed to our asset servicing clients as more fully described in Note
1 to the consolidated financial statements included under Item 8 of this Form
10-K.
FEE REVENUE
Table 2: Total Revenue, provides the breakout of
fee revenue for the years ended December 31, 2015,
2014 and 2013.
Servicing and management fees collectively
made up approximately 76% of our total fee revenue
in 2015 compared to approximately 79% and 78%, in
2014 and 2013, respectively. The level of these fees
is influenced by several factors, including the mix and
volume of our assets under custody and
administration and our assets under management,
the value and type of securities positions held (with
respect to assets under custody) and the volume of
portfolio transactions, and the types of products and
services used by our clients, and is generally affected
by changes in worldwide equity and fixed-income
security valuations and trends in market asset class
preferences.
Generally, servicing fees are affected by
changes in daily average valuations of assets under
56
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
custody and administration. Additional factors, such
as the relative mix of assets serviced, the level of
transaction volumes, changes in service level, the
nature of services provided, balance credits, client
minimum balances, pricing concessions, the
geographical location in which services are provided
and other factors, may have a significant effect on our
servicing fee revenue.
Management fees are generally affected by
changes in month-end valuations of assets under
management. Management fees for certain
components of managed assets, such as ETFs, are
affected by daily average valuations of assets under
management. Management fee revenue is more
sensitive to market valuations than servicing fee
revenue, as a higher proportion of the underlying
services provided, and the associated management
fees earned, are dependent on equity and fixed-
income security valuations. Additional factors, such
as the relative mix of assets managed, may have a
significant effect on our management fee revenue.
While certain management fees are directly
determined by the values of assets under
management and the investment strategies
employed, management fees may reflect other
factors as well, including performance fee
arrangements, as well as our relationship pricing for
clients using multiple services.
Asset-based management fees for actively
managed products are generally charged at a higher
percentage of assets under management than for
passive products. Actively managed products may
also include performance fee arrangements which are
recorded when the performance period is complete.
Performance fees are generated when the
performance of certain managed portfolios exceeds
benchmarks specified in the management
agreements. Generally, we experience more volatility
TABLE 3: DAILY, MONTH-END AND YEAR-END INDICES
with performance fees than with more traditional
management fees.
In light of the above, we estimate, using relevant
information as of December 31, 2015 and assuming
that all other factors remain constant, that:
• A 10% increase or decrease in worldwide
equity valuations, over the relevant periods
for which our servicing and management fees
are calculated, would result in a
corresponding change in our total revenue of
approximately 2%; and
• A 10% increase or decrease in worldwide
fixed income security valuations, over the
relevant periods for which our servicing and
management fees are calculated, would
result in a corresponding change in our total
revenue of approximately 1%.
See Table 3: Daily, Month-end and Year-end
Indices for selected equity market indices. While the
specific indices presented are indicative of general
market trends, the asset types and classes relevant
to individual client portfolios can and do differ, and the
performance of associated relevant indices can
therefore differ from the performance of the indices
presented.
Daily averages and the averages of month-end
indices demonstrate worldwide changes in equity
markets that affect our servicing and management
fee revenue. Year-end indices affect the values of
assets under custody and administration and assets
under management as of those dates. The index
names listed in the table are service marks of their
respective owners.
Further discussion of fee revenue is provided
under “Line of Business Information” in this
Management's Discussion and Analysis.
Daily Averages of Indices
Averages of Month-End Indices
Year-End Indices
Twelve Months Ended December 31, Twelve Months Ended December 31,
As of December 31,
2015
2014
% Change
2015
2014
% Change
2015
2014
% Change
S&P 500®
NASDAQ®
MSCI EAFE®
MSCI Emerging
2,061
4,946
1,809
918
1,931
4,375
1,888
1,008
7%
13
(4)
(9)
2,052
4,933
1,806
910
1,944
4,415
1,891
1,009
6%
12
(4)
(10)
2,044
5,007
1,716
794
2,059
4,736
1,775
956
(1)%
6
(3)
(17)
NET INTEREST REVENUE
See Table 2: Total Revenue, for the breakout of
interest revenue and interest expense for the years
ended December 31, 2015, 2014 and 2013.
Net interest revenue is defined as interest
revenue earned on interest-earning assets less
interest expense incurred on interest-bearing
liabilities. Interest-earning assets, which principally
consist of investment securities, interest-bearing
deposits with banks, repurchase agreements, loans
and leases and other liquid assets, are financed
primarily by client deposits, short-term borrowings
and long-term debt. Net interest margin represents
the relationship between annualized fully taxable-
equivalent net interest revenue and average total
interest-earning assets for the period. It is calculated
by dividing fully taxable-equivalent net interest
57
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
revenue by average interest-earning assets.
Revenue that is exempt from income taxes, mainly
that earned from certain investment securities (state
and political subdivisions), is adjusted to a fully
taxable-equivalent basis using a federal statutory
income tax rate of 35%, adjusted for applicable state
income taxes, net of the related federal tax benefit.
TABLE 4: AVERAGE BALANCES AND INTEREST RATES - FULLY TAXABLE-EQUIVALENT BASIS
(Dollars in millions; fully taxable-
equivalent basis)
Average
Balance
Years Ended December 31,
2015
Interest
Revenue/
Expense
Rate
Average
Balance
2014
Interest
Revenue/
Expense
Rate
Average
Balance
2013
Interest
Revenue/
Expense
Rate
Interest-bearing deposits with banks
$
69,753
$
208
.30% $
55,353
$
196
.35% $
28,946
$
125
.43%
Securities purchased under resale
agreements
Trading account assets
Investment securities
Loans and leases
Other interest-earning assets
3,233
1,194
105,611
17,948
22,717
62
1
2,069
311
10
Average total interest-earning assets
$ 220,456
$
2,661
1.92
.08
1.96
1.73
.04
1.21
4,077
959
38
1
116,809
2,317
15,912
15,944
266
7
.94
.13
1.98
1.67
.05
5,766
748
117,696
13,781
11,164
45
—
2,429
253
4
$ 209,054
$
2,825
1.36
$ 178,101
$
2,856
.16% $
21,296
$
.10% $
8,862
$
Interest-bearing deposits:
U.S.
Non-U.S.
Securities sold under repurchase
agreements
Federal funds purchased
Other short-term borrowings
Long-term debt
Other interest-bearing liabilities
$
30,819
$
102,491
8,875
21
3,826
10,333
6,471
Average total interest-bearing liabilities
$ 162,836
$
51
46
1
—
6
250
46
400
Interest-rate spread
Net interest revenue—fully taxable-
equivalent basis
Net interest margin—fully taxable-
equivalent basis
Tax-equivalent adjustment
Net interest revenue—GAAP basis
$
2,261
(173)
$
2,088
.05
.01
—
.15
2.42
.71
.25
0.96%
1.03%
109,003
8,817
20
4,177
9,309
7,351
$ 159,973
$
21
78
—
—
5
245
43
392
$
2,433
(173)
$
2,260
.07
—
—
.12
2.63
.59
.25
1.11%
1.16%
100,391
8,436
298
3,785
8,415
6,457
$ 136,644
$
10
83
1
—
59
232
26
411
$
2,445
(142)
$
2,303
.77
—
2.06
1.84
.04
1.60
.12%
.08
.01
—
1.57
2.75
.40
.30
1.30%
1.37%
Net interest revenue decreased 7% on a fully
taxable-equivalent basis in 2015 compared to 2014.
The decrease was generally the result of efforts to
optimize our capital position to comply with evolving
regulatory requirements on liquidity, lower yields on
interest earning assets, as lower global interest rates
affected our revenue from floating-rate assets and the
rate at which payments from the maturity or
prepayment on portfolio holdings could be reinvested,
and the effect of the stronger U.S. dollar. The
stronger U.S. dollar had the effect of reducing net
interest revenue by approximately $54 million in 2015
compared to 2014, partially offset by the benefit of
higher levels of interest-earning assets.
Changes in the components of interest-earning
assets and interest-bearing liabilities are discussed in
more detail below. Additional detail about the
components of interest revenue and interest expense
is provided in Note 17 to the consolidated financial
statements included under Item 8 of this Form 10-K.
Average total interest-earning assets were
higher for 2015 compared to 2014 as a result of
elevated levels of client deposits invested in interest-
bearing deposits with banks, higher average loans
and leases and higher levels of cash collateral
(included in other interest-earning assets in Table 4:
Average Balances and Interest Rates - Fully Taxable-
Equivalent Basis) provided in connection with our
enhanced custody business.
The higher level of investment in interest-
bearing deposits with banks resulted from higher
levels of client deposits and our efforts to optimize our
capital position during 2015 compared to 2014,
discussed further below, while the increase in
average loans and leases resulted from growth in
mutual fund lending and our continued investment in
senior secured bank loans.
During the past year, our clients have continued
to place elevated levels of deposits with us, as central
bank actions have resulted in high levels of liquidity
and low global interest rates. We evaluate deposits
as either inherent in our relationship with our
custodial clients, which we generally invest in our
investment portfolio, or transient, or excess, deposits,
which we generally deposit with central banks.
Deposits with central banks generate low returns.
Consequently, the elevated levels of these transient
58
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
also be influenced by our ongoing management of
the risks and other characteristics associated with our
investment securities portfolio, including sales of
securities which would otherwise generate interest
revenue through accretion.
Depending on the factors discussed above,
among others, we anticipate that until the former
conduit securities remaining in our investment
portfolio mature or are sold, discount accretion will
continue to contribute to our net interest revenue,
though generally in declining amounts. Assuming
that we hold the remaining former conduit securities
to maturity, all else being equal, we expect the
remaining former conduit securities carried in our
investment portfolio as of December 31, 2015 to
generate aggregate discount accretion in future
periods of approximately $209 million over their
remaining terms, with approximately half of this
discount accretion to be recorded over the next four
years.
Interest-bearing deposits with banks averaged
$69.75 billion for 2015 compared to $55.35 billion for
2014. These deposits reflected our maintenance of
cash balances at the Federal Reserve, the ECB and
other non-U.S. central banks both to satisfy
regulatory reserve requirements, and due to the
continued elevated levels of client deposits and our
investment of the excess deposits with central banks.
We expect to continue to invest deposits we
deem as elevated in investment securities or short-
term assets, including central bank deposits,
depending on our assessment of the underlying
characteristics of the deposits.
Average investment securities decreased to
$105.61 billion for 2015 compared to $116.81 billion
for 2014, as we seek to optimize our capital position
in light of the evolving regulatory environment. Detail
with respect to our investment securities portfolio as
of December 31, 2015 and December 31, 2014 is
provided in Note 3 to the consolidated financial
statements included under Item 8 of this Form 10-K.
Average loans and leases increased to $17.95
billion for 2015 compared to $15.91 billion for 2014.
The increase was mainly related to mutual fund
lending and our continued investment in senior
secured bank loans. Mutual fund lending and senior
secured bank loans averaged approximately $12.73
billion for 2015, compared to $10.52 billion for 2014.
deposits have contributed to a reduction of our net
interest margin relative to historical levels.
The deposits with central banks are also
included in our total consolidated assets, and higher
deposit levels impact our regulatory leverage ratios.
During the year, we took action to better balance our
clients' cash management needs with our economic
and regulatory objectives. These efforts contributed
to a reduction of interest and non-interest bearing
client deposits of $17 billion, from $209 billion as of
December 31, 2014 to $192 billion as of
December 31, 2015. If global interest rates increase,
we would expect to see decreases in client deposits;
however, in general, we continue to anticipate higher
levels of client deposits, irrespective of the interest
rate environment, particularly during periods of
market stress.
The effect of the stronger U.S. dollar relative to
other currencies, particularly the Euro, also negatively
impacted our net interest revenue, as we maintain a
portion of our investment portfolio in Euro
denominated securities. If ECB monetary policy
continues to pressure European interest rates
downward and the U.S. dollar remains strong or
strengthens, the negative effects on our net interest
revenue may continue or worsen.
We recorded aggregate discount accretion in
interest revenue of $98 million in 2015 related to the
assets we consolidated onto our balance sheet in
2009 from our asset-backed commercial paper
conduits. Subsequent to the commercial paper
conduit consolidation in 2009, we have recorded total
discount accretion in interest revenue as follows:
TABLE 5: TOTAL DISCOUNT ACCRETION IN INTEREST
REVENUE
(in millions)
Years Ending:
Discount
Accretion in
Interest Revenue
2009
2010
2011
2012
2013
2014
2015
$
621
712
220
215
137
119
98
Total Discount Accretion
$
2,122
The timing and ultimate recognition of any
applicable discount accretion depends, in part, on
factors that are outside of our control, including
anticipated prepayment speeds and credit quality.
The impact of these factors is uncertain and can be
significantly influenced by general economic and
financial market conditions. The timing and
recognition of any applicable discount accretion can
59
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
TABLE 6: U.S. AND NON-U.S. SHORT-DURATION ADVANCES
(In millions)
Average U.S. short-duration
advances
Average non-U.S. short-duration
advances
Average total short-duration
advances
Average short-duration advances
to average loans and leases
Years Ended December 31,
2015
2014
2013
$ 2,351
$ 2,355
$ 2,356
1,404
1,512
1,393
$ 3,755
$ 3,867
$ 3,749
21%
24%
27%
The decline in the proportion of average daily
short-duration advances to average loans and leases
is primarily due to growth in the other segments of the
loan and lease portfolio. Short-duration advances
provide liquidity to clients in support of their
investment activities.
Average other interest-earning assets increased
to $22.72 billion for 2015 from $15.94 billion for 2014.
Growth in our enhanced custody business, which is
our principal securities financing business for our
custody clients, contributed to this increase. Our
average other interest-earning assets, largely
associated with our enhanced custody business,
comprised approximately 10% of our average total
interest-earning assets for 2015, compared to
approximately 8% of our average total interest-
earning assets for 2014. The enhanced custody
business supports our overall profitability by
generating securities finance revenue. The net
interest earned on these transactions is generally
lower than the interest earned on other alternative
investments.
Aggregate average interest-bearing deposits
increased to $133.31 billion for 2015 from $130.30
billion for 2014. The higher levels in 2015 were
primarily the result of increases in both U.S. and time
deposits, offset by decreases in non-U.S. transaction
accounts. Future transaction account levels will be
influenced by the underlying asset servicing business,
client deposit behavior, as well as market conditions,
including the general levels of U.S. and non-U.S.
interest rates.
Average other short-term borrowings declined to
$3.83 billion for 2015 from $4.18 billion for 2014. The
decrease was the result of State Street phasing-out
its commercial paper program during 2015, consistent
with the objectives of its 2015 recovery and resolution
plan developed pursuant to the requirements of the
Dodd-Frank Act.
Average long-term debt increased to $10.33
billion for 2015 from $9.31 billion for 2014. The
increase primarily reflected the issuance of $1.0
billion of senior debt issued in December 2014 and
$3.0 billion of senior debt issued in August 2015
which was offset by a $900 million extendible note
called at the end of February 2015 and the maturities
of $500 million of senior debt in May 2014, $250
million of senior debt in March 2014 and $200 million
of subordinated debt in December 2015.
Average other interest-bearing liabilities
decreased to $6.47 billion for 2015 from $7.35 billion
for 2014, primarily the result of higher levels of cash
collateral received from clients in connection with our
enhanced custody business.
Average loans and leases also include short-
duration advances. Although average short-duration
advances remained relatively flat for 2015 compared
to 2014, such average short-duration advances
provided by us remained low relative to historical
levels, primarily the result of higher levels of liquidity,
including excess deposits, held by our clients.
Several factors could affect future levels of our
net interest revenue and margin, including the volume
and mix of client liabilities; actions of various central
banks; changes in U.S. and non-U.S. interest rates;
changes in the various yield curves around the world;
revised or proposed regulatory capital or liquidity
standards, or interpretations of those standards; the
amount of discount accretion generated by the former
conduit securities that remain in our investment
securities portfolio; the yields earned on securities
purchased compared to the yields earned on
securities sold or matured; and changes in our
enhanced custody business.
Based on market conditions and other factors,
we continue to reinvest the majority of the proceeds
from pay-downs and maturities of investment
securities in highly-rated securities, such as U.S.
Treasury and agency securities, municipal securities,
federal agency mortgage-backed securities and U.S.
and non-U.S. mortgage- and asset-backed securities.
The pace at which we continue to reinvest and the
types of investment securities purchased will depend
on the impact of market conditions and other factors
over time. We expect these factors and the levels of
global interest rates to influence what effect our
reinvestment program will have on future levels of our
net interest revenue and net interest margin.
GAINS (LOSSES) RELATED TO INVESTMENT
SECURITIES, NET
We regularly review our investment securities
portfolio to identify other-than-temporary impairment
of individual securities. Additional information about
investment securities, the gross gains and losses that
compose the net gains from sales of securities and
other-than-temporary impairment is provided in Note
3 to the consolidated financial statements included
under Item 8 of this Form 10-K.
60
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
TABLE 7: INVESTMENT SECURITIES GAINS (LOSSES), NET
(In millions)
Net realized gains (losses) from sales of available-for-sale securities
Net impairment losses:
Gross losses from other-than-temporary impairment
Losses reclassified (from) to other comprehensive income
Net impairment losses(1)
Gains (losses) related to investment securities, net
(1) Net impairment losses, recognized in our consolidated statement of income, were
composed of the following:
Impairment associated with expected credit losses
Impairment associated with management’s intent to sell impaired securities prior to
recovery in value
Impairment associated with adverse changes in timing of expected future cash flows
Years Ended December 31,
2015
2014
2013
(5) $
15
$
(1)
—
(1)
(1)
(10)
(11)
(6) $
4
$
— $
(10) $
—
(1)
—
(1)
(1) $
(11) $
14
(21)
(2)
(23)
(9)
(11)
(6)
(6)
(23)
$
$
$
$
Net impairment losses
From time to time, in connection with the
ongoing management of our investment securities
portfolio, we sell available-for-sale securities to
manage risk, to take advantage of favorable market
conditions, to optimize our balance sheet for
regulatory changes, or for other reasons. In 2015, we
sold approximately $12.31 billion of such investment
securities, compared to approximately $9.77 billion in
2014. We recorded $5 million of net realized losses
in 2015 and $15 million of net realized gains in 2014,
as presented in the preceding table.
PROVISION FOR LOAN LOSSES
We recorded a provision for loan losses of $12
million in 2015 compared to $10 million in 2014 and
$6 million in 2013. The provisions in all periods were
recorded as a result of our exposure to certain senior
secured bank loans to non-investment grade
borrowers, which we purchased in connection with
our participation in loan syndications in the non-
investment-grade lending market. Increases in the
provisions in the year-to-date comparison reflected
growth of our senior secured loan portfolio. Additional
information about these senior secured bank loans is
provided under “Financial Condition - Loans and
Leases” in this Management's Discussion and
Analysis and in Note 4 to the consolidated financial
statements included under Item 8 of this Form 10-K.
EXPENSES
TABLE 8: EXPENSES
(Dollars in
millions)
Compensation
and employee
benefits
Information
systems and
communications
Transaction
processing
services
Occupancy
Acquisition costs
Restructuring
charges, net
Other:
Professional
services
Amortization of
other intangible
assets
Securities
processing
costs
Regulatory fees
and
assessments
Other
Years Ended December 31,
2015
2014
2013
%
Change
2015
vs.
2014
%
Change
2014
vs.
2013
$ 4,061
$ 4,060
$ 3,800
—%
7 %
1,022
976
935
793
444
20
5
784
461
58
75
733
467
76
5
1
(4)
(66)
4
7
(1)
(24)
28
(93)
168
490
440
392
11
197
222
214
(11)
79
68
52
115
824
74
609
72
423
12
4
31
3
44
23
9
16
55
35
21
3
Total other
1,705
1,413
1,153
Total expenses
$ 8,050
$ 7,827
$ 7,192
Number of
employees at
year-end
32,356
29,970
29,430
Compensation and employee benefits expenses
were flat in 2015 compared to 2014. Increases in
costs for additional staffing to support new business,
regulatory initiatives and $72.6 million in net
severance costs related to targeted staff reductions
were offset by the effect of the stronger U.S. dollar
and decreases in incentive compensation and
benefits.
61
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
implementation and related costs to enhance our
regulatory compliance programs. We anticipate that
these evolving and increasing regulatory compliance
requirements and expectations will continue to affect
our expenses. Our employee compensation and
benefits, information systems and other expenses
could increase, as we further adjust our operations in
response to new or proposed requirements and
heightened expectations.
INCOME TAX EXPENSE
Income tax expense was $318 million for 2015
compared to $415 million for 2014. The decrease in
tax expense was primarily due to deductions for
litigation expense recorded in 2015. Our effective tax
rate for 2015 was 13.8% compared to 17.1% in 2014,
and included effects of the approval of a tax refund
for prior years and the reduction of $61 million for an
Italian deferred tax liability, partially offset by a
change in New York tax law.
Income tax expense was $415 million in 2014
compared to $616 million in 2013. Our effective tax
rate for 2014 was 17.1% compared to 23.1% in 2013.
The decline in the 2014 effective tax rate was
primarily attributable to an expansion of our municipal
securities portfolio, increased investments in
alternative energy projects and greater benefits from
our non-U.S. operations.
Additional information regarding income tax
expense, including unrecognized tax benefits, and tax
contingencies are provided in Notes 22 and 13, to the
consolidated financial statements under Item 8 of this
Form 10-K.
LINE OF BUSINESS INFORMATION
We have two lines of business: Investment
Servicing and Investment Management. The results
of operations for these lines of business are not
necessarily comparable with those of other
companies, including companies in the financial
services industry. Information about our two lines of
business, as well as the revenues, expenses and
capital allocation methodologies associated with
them, is provided in Note 24 to the consolidated
financial statements included under Item 8 of this
Form 10-K.
Compensation and employee benefits expenses
increased 7% in 2014 compared to 2013.
Compensation and employee benefits expenses in
2014 included approximately $53 million of costs
related to our Business Operations and Information
Technology Transformation program, which was
completed at the end of 2014 and $84 million of net
severance costs associated with staffing realignment.
Information systems and communications
expenses increased 5% in 2015 compared to
2014.The increase was primarily related to $31
million in additional depreciation costs supporting
investments associated with regulatory initiatives and
costs to support new business.
Information systems and communications
expenses increased 4% in 2014 compared to 2013.
The increase was mainly associated with higher
infrastructure costs related to the completion of our
Business Operations and Information Technology
Transformation program.
Other expenses increased 21% in 2015
compared to 2014. The increase was primarily due to
legal accruals of approximately $400 million in 2015
compared to $185 million in 2014 in connection with
our indirect FX client activities and higher levels of
regulatory fees, which were partially offset by a
decrease in amortization of intangible assets due to a
write off of intangible assets in 2014. The legal
accrual is further discussed under "Legal and
Regulatory Matters" in Note 13 to the consolidated
financial statements included under Item 8 of this
Form 10-K.
Other expenses increased 23% in 2014
compared to 2013, primarily due to a legal accrual of
$185 million in connection with management's
intention to seek to resolve some, but not all, of the
outstanding and potential claims arising out of our
indirect FX client activities, higher levels of
professional services associated with regulatory
compliance requirements, a charitable contribution to
the State Street Foundation, as well as the impact of
the Lehman Brothers-related gains and recoveries
recorded in 2013.
Our compliance obligations have increased due
to new regulations in the U.S. and internationally that
have been adopted or proposed in response to the
financial crisis. As a systemically important financial
institution, we are subject to enhanced supervision
and prudential standards. Our status as a G-SIB has
also resulted in heightened prudential and conduct
expectations of our U.S. and international regulators
with respect to our capital and liquidity management
and our compliance and risk oversight programs.
These heightened expectations have increased our
regulatory compliance costs, including personnel and
systems, as well as significant additional
62
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Investment Servicing
TABLE 9: INVESTMENT SERVICING LINE OF
BUSINESS RESULTS
(Dollars in
millions, except
where otherwise
noted)
Servicing fees(1)
2015
2014
2013
%
Change
2015
vs.
2014
%
Change
2014
vs.
2013
$ 5,153
$ 5,108
$ 4,799
1%
6%
Trading services
1,108
1,039
1,027
Securities finance
Processing fees and
other
Total fee revenue(1)
Net interest revenue
496
325
7,082
2,086
437
179
6,763
2,245
359
206
6,391
2,278
Gains (losses)
related to
investment
securities, net
Total revenue(1)
Provision for loan
losses
(6)
4
(9)
9,162
9,012
8,660
12
10
6
Total expenses
6,990
6,648
6,190
7
14
82
5
(7)
nm
2
20
5
1
22
(13)
6
(1)
nm
4
67
7
Income before
income tax
expense(1)
Pre-tax margin(1)
Average assets
(in billions)
$ 2,160
$ 2,354
$ 2,464
(8)
(4)
24%
26%
28%
$ 246.6
$ 234.2
$ 203.2
(1) Amounts for 2013 and 2014 reflect adjustments related to certain
expenses billed to our asset servicing clients as more fully described in Note
1 to the consolidated financial statements included under Item 8 of this Form
10-K.
nm- Not meaningful
Total revenue in 2015 for our Investment
Servicing line of business, presented in Table 9:
Investment Servicing Line of Business Results,
increased 2% compared to 2014. Total fee revenue
increased 5% in 2015 compared to 2014.
Total revenue increased 4% in 2014 compared
to 2013, presented in Table 9: Investment Servicing
Line of Business Results. Total fee revenue
increased 6% in 2014 compared to 2013.
Net interest revenue decreased 7% in 2015
compared to 2014. The decrease was generally the
result of our efforts to optimize our capital position,
lower yields on interest-earning assets, as lower
global interest rates affected our revenue from
floating-rate assets and the effect of the stronger U.S.
dollar, partially offset by the benefit of higher levels of
interest-earning assets. A discussion of net interest
revenue is provided under “Net Interest Revenue” in
“Total Revenue.”
Total expenses increased 5% in 2015 compared
to 2014. The increase primarily resulted from
expenses for a legal accrual recorded in connection
with management's intention to seek to resolve some,
but not all, of the outstanding and potential claims
arising out of our indirect FX client activities, higher
regulatory and compliance costs and increases in
compensation and employee benefits due to
additional staffing to support new business and
regulatory initiatives. The expense increase was
partially offset by the effect of the stronger U.S. dollar.
As a result of the previously disclosed review
into the manner in which we invoiced certain
expenses to certain asset servicing clients, we
determined that we had incorrectly invoiced clients in
the aggregate amount of approximately $240 million
for expenses within the specific categories under
review. This amount is reflected as a liability on our
consolidated statement of condition as of December
31, 2015, with $223 million of this amount relating to
periods prior to the 2015 fiscal year and reflected in
the beginning retained earnings balance of our
consolidated statement of changes in shareholders’
equity as of December 31, 2014. Our financial results
for all prior periods presented in this Form 10-K have
been revised to reflect the impact of the
reimbursement liability on each prior period
presented. In addition to this amount, we will
compensate clients for an aggregate of approximately
$17 million in interest associated with the incorrect
invoicing. There is the potential that as our review
continues, our estimates of the amounts reimbursable
to clients may increase or that clients or regulators
may assert other legal theories of liability. Our billing
arrangements capture multiple asset classes and
transactions executed by our clients and therefore
may be subject to operational error or disagreements
with clients. We have notified certain governmental
authorities about this review. We may become
subject to regulatory proceedings and litigation in
connection with this matter, and there can be no
assurance as to the outcome of any proceedings that
may be commenced against us. Refer to Note 1 to
the consolidated financial statements included under
Item 8 of this Form 10-K.
Servicing Fees
Servicing fees increased 1% in 2015 compared
to 2014, primarily due to net new business (revenue
added from new servicing business installed less
revenue lost from the removal of assets serviced) and
higher transaction volumes, partially offset by $203
million due to the effect of the stronger U.S. dollar.
Servicing fees increased 6% in 2014 compared
to 2013 primarily as a result of stronger global equity
markets and the positive revenue impact of net new
business.
Servicing fees generated outside the U.S. were
approximately 42% of total servicing fees for the
years ended December 31, 2015, 2014 and 2013.
63
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
TABLE 10: COMPONENTS OF ASSETS UNDER CUSTODY AND ADMINISTRATION
As of December 31,
(Dollars in billions)
Mutual funds
Collective funds
Pension products
Insurance and other products
2015
2014
2013
2012
2011
2014-2015 Annual
Growth Rate
2011-2015 Compound
Annual Growth Rate
$
6,768
$
6,992
$
6,811
$
5,852
$
7,088
5,510
8,142
6,949
5,746
8,501
6,428
5,851
8,337
5,363
5,339
7,817
5,265
4,437
4,837
7,268
(3)%
2
(4)
(4)
(2)
6%
12
3
3
6
Total
$
27,508
$
28,188
$
27,427
$
24,371
$
21,807
TABLE 11: COMPOSITION OF ASSETS UNDER CUSTODY AND ADMINISTRATION
2015
2014
2013
2012
2011
2014-2015 Annual
Growth Rate
2011-2015 Compound
Annual Growth Rate
As of December 31,
(Dollars in billions)
Equities
Fixed-income
Short-term and other investments
$
14,888
$
15,876
$
15,050
$
12,276
$
10,849
9,264
3,356
8,739
3,573
9,072
3,305
8,885
3,210
8,317
2,641
(6)%
6
(6)
(2)
8%
3
6
6
Total
$
27,508
$
28,188
$
27,427
$
24,371
$
21,807
TABLE 12: GEORGRAPHIC MIX OF ASSETS UNDER CUSTODY AND ADMINISTRATION(1)
(Dollars in billions)
North America
Europe/Middle East/Africa
Asia/Pacific
Total
2015
2014
2013
2012
2011
$
$
20,842
$
21,217
$
20,764
$
18,463
$
5,387
1,279
5,633
1,338
5,511
1,152
4,801
1,107
27,508
$
28,188
$
27,427
$
24,371
$
16,368
4,400
1,039
21,807
(1) Geographic mix is based on the location in which the assets are serviced.
The decrease in total assets under custody and
administration for year-end 2015 compared to year-
end 2014 primarily resulted from weaker global equity
markets, partially offset by net new business. Asset
levels as of December 31, 2015 did not reflect the
estimated $352.6 billion of new business in assets to
be serviced awarded to us in 2015 and prior periods
but not installed prior to December 31, 2015. This
new business will be reflected in assets under
custody and administration in future periods after
installation and will generate servicing fee revenue in
subsequent periods.
With respect to these new assets, we will
provide various services, including accounting, bank
loan servicing, compliance reporting and monitoring,
custody, depository banking services, foreign
exchange, fund administration, hedge fund servicing,
middle-office outsourcing, performance and analytics,
private equity administration, real estate
administration, securities finance, transfer agency,
and wealth management services.
The value of assets under custody and
administration is a broad measure of the relative size
of various markets served. Changes in the values of
assets under custody and administration from period
to period do not necessarily result in proportional
changes in our servicing fee revenue.
Trading Services
TABLE 13: TRADING SERVICES REVENUE
Years Ended
December 31,
(Dollars in millions)
Foreign exchange
trading:
Direct sales and
trading
Indirect foreign
exchange trading
Total foreign
exchange trading
Brokerage and other
trading services:
Electronic foreign
exchange services
Other trading,
transition
management and
brokerage
Total brokerage and
other trading services
Total trading services
revenue
2015
2014
2013
%
Change
2015
vs.
2014
%
Change
2014
vs.
2013
$
410
$
361
$ 304
14%
19 %
280
690
246
607
285
589
14
14
(14)
3
175
181
218
(3)
(17)
243
418
251
432
220
438
$ 1,108
$ 1,039
$ 1,027
(3)
(3)
7
14
(1)
1
Trading services revenue increased 7% in 2015
compared to 2014, primarily due to stronger market-
making revenue and higher client volumes. Trading
services revenue increased 1% in 2014 compared to
2013, primarily the result of higher client volumes.
64
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Trading services revenue is composed of
revenue generated by FX trading, as well as revenue
generated by brokerage and other trading services.
We primarily earn FX trading revenue by acting as a
principal market-maker. We offer a range of FX
products, services and execution models. Most of
our FX products and execution services can be
grouped into three broad categories, which are further
explained below: “direct sales and trading,” “indirect
FX trading” and “electronic FX services.” With
respect to electronic FX services, we provide an
execution venue, but do not act as agent or principal.
We also offer a range of brokerage and other
trading products tailored specifically to meet the
needs of the global pension community, including
transition management and commission recapture. In
addition, we act as distribution agent for the SPDR®
Gold ETF. These products and services are generally
differentiated by our role as an agent of the
institutional investor. Revenue earned from these
services is recorded in other trading, transition
management and brokerage revenue within
brokerage and other trading services revenue.
Our FX trading revenue is influenced by multiple
factors, including: the volume and type of client FX
transactions and related spreads; currency volatility,
reflecting market conditions; and our management of
exchange rate, interest rate and other market risks
associated with our foreign exchange activities. The
relative impact of these factors on our total FX trading
revenues often differs from period to period. For
example, assuming all other factors remain constant,
increases or decreases in volumes or spreads across
product mix tend to result in increases or decreases,
as the case may be, in client-related FX revenue.
Revenue earned from direct sales and trading and
indirect FX trading is recorded in FX trading revenue.
Total FX trading revenue increased 14% in 2015
compared to 2014, primarily the result of stronger
market-making revenue and higher client volumes.
Total FX trading revenue increased 3% in 2014
compared to 2013, primarily the result of higher client
volumes.
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 2015 compared
to 59% and 52% in 2014 and 2013, respectively.
Alternatively, 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 for the year ended December 31,
2015 as compared to 41% and 48% in 2014 and
2013, respectively. 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 clients that utilize indirect FX trading can, in
addition to executing their FX transactions through
dealers not affiliated with us, transition from indirect
FX trading to either direct sales and trading
execution, including our “Street FX” service, or to one
of our electronic trading platforms. Street FX, in
which we continue to act as a principal market-maker,
enables our clients to define their FX execution
strategy and automate the FX trade execution
process, both for funds under custody with us as well
as those under custody at another bank.
Our direct sales and trading revenue increased
14% in 2015 as compared to 2014. The increase
primarily resulted from higher market-making
activities and client volumes. Our estimated indirect
FX trading revenue increased 14% in 2015 compared
to 2014. The increase mainly resulted from higher
spreads.
Our direct sales and trading revenue increased
19% in 2014 as compared to 2013. The increase
primarily resulted from higher client volumes, partially
offset by lower currency volatility and spreads. Our
estimated indirect FX trading revenue decreased 14%
in 2014 compared to 2013. The decline mainly
resulted from lower client volumes and spreads.
We continue to expect that some clients may
choose, over time, to reduce their level of indirect FX
trading transactions in favor of other execution
methods, including either direct sales and trading
transactions or electronic FX services which we
provide. To the extent that clients shift to other
execution methods that we provide, our FX trading
revenue may decrease, even if volumes remain
consistent.
Total brokerage and other trading services
revenue decreased 3% in 2015 compared to 2014,
and decreased 1% in 2014 compared to 2013.
Decreases in both periods were primarily due to a
decline in volumes and lower transition management
revenue.
65
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
parties, we have the ability to source securities
through our assets under custody and administration
from clients who have designated State Street as an
eligible borrower.
Securities finance revenue increased 14% in
2015 compared to 2014. The increase was primarily
the result of growth in our enhanced custody
business.
Securities finance revenue increased 22% in
2014 compared to 2013. The increase was mainly
the result of growth in our enhanced custody
business and the impact of higher lending volumes
associated with our agency lending program.
Market influences may continue to affect client
demand for securities finance, and as a result our
revenue from, and the profitability of, our securities
lending activities in future periods. In addition, the
constantly evolving regulatory environment may affect
the volume of our securities lending activity and
related revenue and profitability in future periods.
Processing Fees and Other
Processing fees and other revenue includes
diverse types of fees and revenue, including fees
from our structured products business, fees from
software licensing and maintenance, equity income
from our joint venture investments, gains and losses
on sales of leased equipment and other assets, and
amortization of our tax-advantaged investments.
Processing fees and other revenue increased
82% in 2015 compared to 2014, as presented in
Table 9: Investment Servicing Line of Business
Results. The increase was primarily due to a gain
from the sale of commercial real estate in the third-
quarter of 2015 and final paydown in the fourth-
quarter of 2015 of a commercial real estate loan, both
acquired as a result of the Lehman Brothers
bankruptcy.
Processing fees and other revenue declined
13% in 2014 compared to 2013 as presented in Table
9: Investment Servicing Line of Business Results.
The decrease was mainly due to higher amortization
of tax-advantaged investments, partially offset by
higher revenue from our investment in bank-owned
life insurance.
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 2015 compared to 2014
and decreased 17% in 2014 compared to 2013,
mainly due to declines in client volumes.
Other trading, transition management and
brokerage revenue decreased 3% in 2015 compared
to 2014, primarily due to a decrease in transition
management revenue, partially offset by an increase
in other trading revenue.
Other trading, transition management and
brokerage revenue increased 14% in 2014 compared
to 2013, primarily due to an increase in currency
management revenue.
In recent years, our transition management
revenue was adversely affected by compliance issues
in our U.K. business during 2010 and 2011. The
reputational and regulatory impact of those
compliance issues may adversely affect our transition
management revenue in future periods.
Securities Finance
Our securities finance business consists of three
components: (1) an agency lending program for
SSGA-managed investment funds with a broad range
of investment objectives, which we refer to as the
SSGA lending funds, (2) an agency lending program
for third-party investment managers and asset
owners, which we refer to as the agency lending
funds and (3) security lending transactions which we
enter into as principal, which we refer to as our
enhanced custody business.
See Table 9: Investment Servicing Line of
Business Results for the comparison of securities
finance revenue for the years ended December 31,
2015, 2014 and 2013.
Securities finance revenue earned from our
agency lending activities, which is composed of our
split of both the spreads related to cash collateral and
the fees related to non-cash collateral, is principally a
function of the volume of securities on loan, the
interest-rate spreads and fees earned on the
underlying collateral, and our share of the fee split.
As principal, our enhanced custody business
borrows securities from the lending client and then
lends such securities to the subsequent borrower,
either a State Street client or a broker/dealer. We act
as principal when the lending client is unable to, or
elects not to, transact directly with the market and
execute the transaction and furnish the securities. In
our role as principal, we provide support to the
transaction through our credit rating. While we
source a significant proportion of the securities
furnished by us in our role as principal from third
66
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Investment Management
TABLE 14: INVESTMENT MANAGEMENT LINE OF
BUSINESS RESULTS
(Dollars in
millions, except
where otherwise
noted)
Management
fees
Trading services
Processing fees
and other
2015
2014
2013
$ 1,174
$ 1,207
$ 1,106
38
(16)
45
(5)
67
6
Total fee revenue
1,196
1,247
1,179
%
Change
2015
vs.
2014
%
Change
2014
vs.
2013
(3)%
(16)
nm
(4)
9%
(33)
nm
6
Net interest
revenue
Total revenue
Total expenses
Income before
income tax
expense
2
15
25
(87)
(40)
1,198
962
1,262
960
1,204
822
(5)
—
5
17
$ 236
$ 302
$ 382
(22)
(21)
Pre-tax margin
20%
24%
32%
Average assets
(in billions)
$3.9
$3.9
$3.8
nm Not meaningful
Total revenue for our Investment Management
line of business, presented in Table 14: Investment
Management Line of Business Results, decreased
5% in 2015 compared to 2014. Total fee revenue
decreased 4% compared to 2014.
Total revenue increased 5% and total fee
revenue increased 6% in 2014 compared to 2013.
Total expenses were flat in 2015 compared to
2014 resulting from higher transaction processing
services and increases in regulatory and compliance
costs, offset by recoveries associated with Lehman
Brothers-related assets recorded in 2015 and the
effect of the stronger U.S. dollar.
Management Fees
Through SSGA, we provide a broad range of
investment management strategies, specialized
investment management advisory services and other
financial services for corporations, public funds, and
other sophisticated investors. SSGA offers an array
of investment management strategies, including
passive and active, such as enhanced indexing, using
quantitative and fundamental methods for both U.S.
and global equity and fixed income securities. SSGA
also offers ETFs, such as the SPDR® ETF brand.
While certain management fees are directly
determined by the values of assets under
management and the investment strategies
employed, management fees reflect other factors as
well, including our relationship pricing for clients who
use multiple services, and the benchmarks specified
in the respective management agreements related to
performance fees.
Management fees decreased $33 million, or 3%,
in 2015 compared to 2014, primarily due to a $43
million effect of the stronger U.S. dollar, offset by net
new business.
Management fees increased 9% in 2014
compared to 2013 primarily as a result of stronger
global equity markets, net inflows and the positive
revenue impact of the excess of revenue added from
newly installed assets to be managed over the
revenue lost from liquidations of managed assets.
Management fees generated outside the U.S.
were approximately 35% of total management fees
for 2015, compared to 37% in 2014 and 2013.
67
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
TABLE 15: ASSETS UNDER MANAGMENT BY ASSET CLASS AND INVESTMENT APPROACH(1)
2015
2014
2013
2012
2011
2014-2015
Annual
Growth Rate
2011-2015
Compound
Annual
Growth Rate
As of December 31,
(Dollars in billions)
Equity:
Active
Passive
Total Equity
Fixed-Income:
Active
Passive
Total Fixed-Income
Cash(1)
Multi-Asset-Class Solutions:
Active
Passive
Total Multi-Asset-Class Solutions
Alternative Investments(2):
Active
Passive
Total Alternative Investments
$
32
$
39
$
42
$
45
$
1,293
1,325
1,436
1,475
1,334
1,376
1,047
1,092
18
294
312
369
17
86
103
17
119
136
17
302
319
399
30
97
127
17
111
128
16
311
327
385
23
110
133
14
110
124
17
325
342
369
23
94
117
18
148
166
46
893
939
16
271
287
380
15
70
85
17
137
154
(18)%
(10)
(10)
6
(3)
(2)
(8)
(43)
(11)
(19)
—
7
6
(8)
(9)%
10
9
3
2
2
(1)
3
5
5
—
(3)
(3)
5
Total
$
2,245
$
2,448
$
2,345
$
2,086
$
1,845
(1) Includes both floating- and constant-net-asset-value portfolios held in commingled structures or separate accounts.
(2) Includes real estate investment trusts, currency and commodities, including SPDR® Gold Fund, for which State Street is not the investment manager, but acts as
distribution agent.
TABLE 16: EXCHANGE - TRADED FUNDS BY ASSET CLASS(1)(2)
As of December 31,
(Dollars in billions)
Alternative Investments(2)
Cash
Equity
Fixed-income
Total Exchange-Traded Funds
2015
2014
2013
2012
2011
$
$
$
34
3
350
41
$
38
1
388
39
39
1
325
34
79
1
227
30
428
$
466
$
399
$
337
$
68
2
184
20
274
(1) ETFs are a component of assets under management presented in the preceding table.
(2) Includes SPDR® Gold Fund, for which State Street is not the investment manager, but acts as distribution agent.
TABLE 17: GEOGRAPHIC MIX OF ASSETS UNDER MANAGEMENT(1)
2014-2015
Annual
Growth Rate
2011-2015
Compound
Annual
Growth Rate
(11)%
(16)%
200
(10)
5
(8)
11
17
20
12
As of December 31,
(Dollars in billions)
North America
Europe/Middle East/Africa
Asia/Pacific
Total
2015
2014
2013
2012
2011
$
$
1,452
$
1,568
$
1,456
$
1,288
$
1,190
489
304
559
321
560
329
480
318
428
227
2,245
$
2,448
$
2,345
$
2,086
$
1,845
(1) Geographic mix is based on client location or fund management location.
68
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
TABLE 18: ACTIVITY IN ASSETS UNDER MANAGEMENT BY PRODUCT CATEGORY
(In billions)
Balance as of December 31, 2012
Long-term institutional inflows(1)
Long-term institutional outflows(1)
Long-term institutional flows, net
ETF flows, net
Cash fund flows, net
Total flows, net
Market appreciation(2)
Foreign exchange impact(2)
Total market/foreign exchange impact
Balance as of December 31, 2013
Long-term institutional inflows(1)
Long-term institutional outflows(1)
Long-term institutional flows, net
ETF flows, net
Cash fund flows, net
Total flows, net
Market appreciation
Foreign exchange impact
Total market/foreign exchange impact
Balance as of December 31, 2014
Long-term institutional inflows(1)
Long-term institutional outflows(1)
Long-term institutional flows, net
ETF flows, net
Cash fund flows, net
Total flows, net
Market appreciation
Foreign exchange impact
Total market/foreign exchange impact
Equity
Fixed-
Income
Cash(2)
Multi-Asset-
Class
Solutions
Alternative
Investments(3)
Total
$
1,092
$
342
$
369
$
117
$
166
$
2,086
256
(283)
(27)
33
—
6
291
(13)
278
1,376
285
(297)
(12)
31
—
19
113
(33)
80
1,475
277
(363)
(86)
(29)
—
(115)
(13)
(21)
(34)
70
(71)
(1)
4
—
3
(4)
(14)
(18)
327
80
(103)
(23)
5
—
(18)
27
(17)
10
319
62
(70)
(8)
5
—
(3)
3
(7)
(4)
—
—
—
—
17
17
(1)
—
(1)
385
—
—
—
—
19
19
—
(5)
(5)
399
—
—
—
1
(27)
(26)
—
(5)
(5)
32
(28)
4
—
—
4
12
—
12
133
43
(35)
8
—
—
8
(9)
(5)
(14)
127
51
(59)
(8)
—
—
(8)
(12)
(4)
(16)
13
(21)
(8)
(25)
—
(33)
(5)
(4)
(9)
124
13
(11)
2
(2)
—
—
11
(7)
4
128
33
(31)
2
(1)
—
1
16
(9)
7
371
(403)
(32)
12
17
(3)
293
(31)
262
2,345
421
(446)
(25)
34
19
28
142
(67)
75
2,448
423
(523)
(100)
(24)
(27)
(151)
(6)
(46)
(52)
Balance as of December 31, 2015
$
1,326
$
312
$
368
$
103
$
136
$
2,245
(1) Amounts represent long-term portfolios, excluding ETFs.
(2) Includes both floating- and constant-net-asset-value portfolios held in commingled structures or separate accounts.
(3) Includes real estate investment trusts, currency and commodities, including SPDR® Gold Fund, for which State Street is not the investment manager, but acts as
distribution agent.
The decrease in total AUM in 2015 compared to
2014 resulted from net outflows of approximately
$151 billion. Net outflows were driven by
approximately $100 billion from long-term institutional
portfolios attributable to institutional equity product
asset allocation shifts, approximately $27 billion from
cash products and approximately $24 billion from
ETFs which include SPY, our S&P 500 ETF. Net
outflows include an expected redemption by one sub-
advisory client that is in-sourcing their business.
Further redemptions by this client, totaling
approximately $35 billion, are expected to continue
through the remainder of 2016 and are not expected
to have a significant impact on revenue.
AUM did not include approximately $13 billion of
new asset management business, which was
awarded to SSGA but not installed as of
December 31, 2015. This new business will be
reflected in assets under management in future
periods after installation, and will generate
management fee revenue in subsequent periods.
Total assets under management as of
December 31, 2015 included managed assets lost
but not yet liquidated. Lost business occurs from time
to time and it is difficult to predict the timing of client
behavior in transitioning these assets. This timing
can vary significantly.
69
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
FINANCIAL CONDITION
TABLE 19: AVERAGE STATEMENT OF CONDITION(1)
The structure of our consolidated statement of
Years Ended December 31,
condition is primarily driven by the liabilities
generated by our Investment Servicing and
Investment Management lines of business. Our
clients' needs and our operating objectives determine
balance sheet volume, mix, and currency
denomination. As our clients execute their worldwide
cash management and investment activities, they
utilize deposits and short-term investments that
constitute the majority of our liabilities. These
liabilities are generally in the form of interest-bearing
transaction account deposits, which are denominated
in a variety of currencies; non-interest-bearing
demand deposits; and repurchase agreements, which
generally serve as short-term investment alternatives
for our clients.
2015
2014
Average
Balance
Average
Balance
(In millions)
Assets:
Interest-bearing deposits with banks
$
69,753
$
55,353
Securities purchased under resale
agreements
Trading account assets
Investment securities
Loans and leases
Other interest-earning assets
3,233
1,194
4,077
959
105,611
116,809
17,948
22,717
15,912
15,944
Average total interest-earning assets
220,456
209,054
Cash and due from banks
Other noninterest-earning assets
2,460
27,548
4,139
24,935
Average total assets
$ 250,464
$ 238,128
Liabilities and shareholders’ equity:
Deposits and other liabilities resulting from client
Interest-bearing deposits:
initiated transactions are invested in assets that
generally have contractual maturities significantly
longer than our liabilities; however, we evaluate the
operational nature of our deposits and seek to
maintain appropriate short-term liquidity of those
liabilities that are not operational in nature and
maintain longer-termed assets for our operational
deposits. Our assets consist primarily of securities
held in our available-for-sale or held-to-maturity
portfolios and short-duration financial instruments,
such as interest-bearing deposits with banks and
securities purchased under resale agreements. The
actual mix of assets is determined by the
characteristics of the client liabilities and our desire to
maintain a well-diversified portfolio of high-quality
assets.
U.S.
Non-U.S.
Total interest-bearing deposits
Securities sold under repurchase
agreements
Federal funds purchased
Other short-term borrowings
Long-term debt
Other interest-bearing liabilities
$
30,819
$
21,296
102,491
109,003
133,310
130,299
8,875
21
3,826
10,333
6,471
8,817
20
4,177
9,309
7,351
Average total interest-bearing liabilities
162,836
159,973
Noninterest-bearing deposits
Other noninterest-bearing liabilities(2)
Preferred shareholders’ equity
Common shareholders’ equity(2)
Average total liabilities and
shareholders’ equity(2)
51,675
14,626
2,418
18,909
44,041
12,935
1,181
19,998
$ 250,464
$ 238,128
(1) Additional information about our average statement of condition, primarily
our interest-earning assets and interest-bearing liabilities, is included under
“Consolidated Results of Operations - Total Revenue - Net Interest Revenue”
in this Management's Discussion and Analysis.
(2) Amounts for 2014 reflect adjustments related to certain expenses billed to
our asset servicing clients as more fully described in Note 1 to the
consolidated financial statements included under Item 8 of this Form 10-K.
70
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Investment Securities
TABLE 20: CARRYING VALUES OF INVESTMENT
SECURITIES
(In millions)
Available for sale:
U.S. Treasury and federal agencies:
As of December 31,
2015
2014
2013
Direct obligations
$
5,718
$
10,655
$
709
Mortgage-backed securities
18,165
20,714
23,563
Asset-backed securities:
Student loans(1)
Credit cards
Sub-prime
Other
Total asset-backed
securities
Non-U.S. debt securities:
Mortgage-backed securities
Asset-backed securities
Government securities
Other
Total non-U.S. debt
securities
State and political subdivisions
Collateralized mortgage
obligations
Other U.S. debt securities
U.S. equity securities
Non-U.S. equity securities
U.S. money-market mutual funds
Non-U.S. money-market mutual
funds
7,176
1,341
419
1,764
12,460
14,542
3,053
951
4,145
8,210
1,203
5,064
10,700
20,609
29,019
7,071
3,267
4,355
4,834
19,527
9,746
2,987
2,624
39
3
542
19
9,606
3,226
3,909
5,428
22,169
10,820
5,339
4,109
39
2
449
8
11,029
5,390
3,761
4,727
24,907
10,263
5,269
4,980
34
1
422
7
Additional information about our investment
securities portfolio is provided in Note 3 to the
consolidated financial statements included under Item
8 of this Form 10-K.
We manage our investment securities portfolio
to align with the interest-rate and duration
characteristics of our client liabilities that we consider
to be operational deposits and in the context of the
overall structure of our consolidated statement of
condition, in consideration of the global interest-rate
environment. We consider a well-diversified, high-
credit quality investment securities portfolio to be an
important element in the management of our
consolidated statement of condition.
In the fourth quarter of 2015, $7.1 billion of U.S.
Treasuries previously classified as AFS were
transferred to HTM, reflecting our intent to hold these
securities until their maturity. These securities were
transferred at fair value, which included a net
unrealized gain of $89 million within accumulated
other comprehensive loss which will be accreted into
interest income over the life of the transferred
security.
Approximately 92% of the carrying value of the
portfolio was rated “AAA” or “AA” as of December 31,
2015 and 90% as of December 31, 2014.
TABLE 21: INVESTMENT PORTFOLIO BY EXTERNAL CREDIT
RATING
December 31,
2015
December 31,
2014
Total
$
70,070
$
94,913
$
99,174
Held to maturity(2):
U.S. Treasury and federal agencies:
Direct obligations
$
20,878
$
5,114
$
5,041
Mortgage-backed securities
610
62
91
AAA(1)
AA
A
BBB
Below BBB
80%
12
5
2
1
73%
17
6
2
2
100%
100%
Asset-backed securities:
Student loans(1)
Credit cards
Other
Total asset-backed
securities
Non-U.S. debt securities:
1,592
1,814
1,627
897
366
897
577
762
782
2,855
3,288
3,171
Mortgage-backed securities
Asset-backed securities
Government securities
Other
Total non-U.S. debt
securities
2,202
1,415
239
65
3,787
2,868
154
72
3,921
6,881
State and political subdivisions
1
9
4,211
2,202
2
192
6,607
24
Collateralized mortgage
obligations
1,687
2,369
2,806
Total
$
29,952
$
17,723
$
17,740
(1) Primarily composed of securities guaranteed by the federal government
with respect to at least 97% of defaulted principal and accrued interest on
the underlying loans.
(2) At amortized cost or fair value on the date of transfer from available for
sale.
(1) Includes U.S. Treasury and federal agency securities that are split-rated,
“AAA” by Moody’s Investors Service and “AA+” by Standard & Poor’s.
As of December 31, 2015, the investment
portfolio of 13,520 securities was diversified with
respect to asset class. Approximately 51% of the
aggregate carrying value of the portfolio as of
December 31, 2015 was composed of mortgage-
backed and asset-backed securities, compared to
64% as of December 31, 2014. The asset-backed
securities portfolio, of which approximately 92% and
96% of the carrying value as of December 31, 2015
and 2014, respectively, was floating-rate, consisted
primarily of student loan-backed and credit card-
backed securities. Mortgage-backed securities were
composed of securities issued by the Federal
National Mortgage Association and Federal Home
Loan Mortgage Corporation, as well as U.S. and non-
U.S. large-issuer collateralized mortgage obligations.
71
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
In December 2013, U.S. regulators issued final
Non-U.S. Debt Securities
regulations to implement the Volcker rule. The
Volcker rule will, over time, prohibit banking entities,
including us and our affiliates, from engaging in
certain prohibited proprietary trading activities, as
defined in the final Volcker rule regulations, subject to
exemptions for market making-related activities, risk-
mitigating hedging, underwriting and certain other
activities. The Volcker rule will also require banking
entities to either restructure or divest certain
ownership interests in, and relationships with,
covered funds (as such terms are defined in the final
Volcker rule regulations).
Whether certain types of investment securities
or structures, such as CLOs, constitute covered
funds, as defined in the final Volcker rule regulations,
and do not benefit from the exemptions provided in
the Volcker rule, and whether a banking
organization's investments therein constitute
ownership interests remain subject to (1) market, and
ultimately regulatory, interpretation, and (2) the
specific terms and other characteristics relevant to
such investment securities and structures.
Refer to the "Supervision and Regulation"
section, included under Item 1 of this Form 10-K for
information regarding the Volcker rule and related
regulations.
As of December 31, 2015, we held
approximately $2.10 billion of investments in CLOs.
As of the same date, these investments had an
aggregate pre-tax net unrealized gain of
approximately $43 million, composed of gross
unrealized gains of $46 million and gross unrealized
losses of $3 million. Comparatively, as of
December 31, 2014, we held approximately $4.54
billion of investments in CLOs which had an
aggregate pre-tax net unrealized gain of
approximately $97 million, composed of gross
unrealized gains of $105 million and gross unrealized
losses of $8 million. In the event that we or our
banking regulators conclude that such investments in
CLOs, or other investments, are covered funds under
the Volker rule, we may be required to divest of such
investments. If other banking entities reach similar
conclusions with respect to similar investments held
by them, the prices of such investments could decline
significantly, and we may be required to divest of
such investments at a significant discount compared
to the investments' book value. This could result in a
material adverse effect on our consolidated results of
operations or on our consolidated financial condition
in the period in which such a divestiture occurs.
Approximately 23% of the aggregate carrying
value of our investment securities portfolio has non-
U.S. debt securities as of December 31, 2015
compared to approximately 26% as of December 31,
2014.
TABLE 22: NON-U.S. DEBT SECURITIES
(In millions)
Available for sale:
United Kingdom
Australia
Canada
Netherlands
Japan
South Korea
Germany
France
Norway
Italy
Finland
Belgium
Sweden
Other(1)
Total
Held to maturity:
United Kingdom
Australia
Germany
Netherlands
Singapore
Spain
Italy
Ireland
Other(2)
Total
As of December 31,
2015
2014
$
5,754
$
3,316
2,400
1,839
1,348
1,052
990
954
524
389
319
234
123
285
$
$
19,527
1,067
$
$
917
832
684
129
108
59
10
115
$
3,921
$
6,925
3,401
2,711
3,219
860
920
810
1,407
438
464
513
120
103
278
22,169
1,779
1,712
1,651
1,128
154
155
79
68
155
6,881
(1) Included approximately $205 million and $66 million as of December 31,
2015 and December 31, 2014, respectively, related to Portugal, Ireland and
Spain, all of which were related to mortgage-backed securities and auto
loans.
(2) Included approximately $31 million and $36 million as of December 31,
2015 and December 31, 2014, respectively, of securities related to Portugal,
all of which were mortgage-backed securities.
Approximately 89% and 88% of the aggregate
carrying value of these non-U.S. debt securities was
rated “AAA” or “AA” as of December 31, 2015 and
2014, respectively. The majority of these securities
comprised senior positions within the security
structures; these positions have a level of protection
provided through subordination and other forms of
credit protection. As of December 31, 2015 and
2014, approximately 70% and 74%, respectively, of
the aggregate carrying value of these non-U.S. debt
securities was floating-rate, and accordingly, we
consider these securities to have minimal interest-
rate risk.
72
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
As of December 31, 2015, our non-U.S. debt
securities had an average market-to-book ratio of
100.7%, and an aggregate pre-tax net unrealized
gain of approximately $162 million, composed of
gross unrealized gains of $222 million and gross
unrealized losses of $60 million. These unrealized
amounts included a pre-tax net unrealized gain of $78
million, composed of gross unrealized gains of $109
million and gross unrealized losses of $31 million,
associated with non-U.S. debt securities available for
sale.
As of December 31, 2015, the underlying
collateral for non-U.S. mortgage- and asset-backed
securities primarily included U.K. prime mortgages,
Australian and Dutch mortgages and German
automobile loans. The securities listed under
“Canada” were composed of Canadian government
securities and corporate debt and covered bonds.
The securities listed under “France” were composed
of automobile loans, prime mortgages, and corporate
debt and covered bonds. The securities listed under
“Japan” were substantially composed of Japanese
government securities. The securities listed under
“South Korea” were composed of South Korean
government securities.
Additional information on our exposures relating
to Spain, Italy, Ireland and Portugal as of
December 31, 2015 is provided under "Financial
Condition - Cross-Border Outstandings" in this
Management's Discussion and Analysis.
Municipal Obligations
We carried approximately $9.75 billion of
municipal securities classified as state and political
subdivisions in our investment securities portfolio as
of December 31, 2015 as shown in Table 20: Carrying
Values of Investment Securities. Substantially all of
these securities were classified as AFS, with the
remainder classified as HTM. As of the same date,
we also provided approximately $8.75 billion of credit
and liquidity facilities to municipal issuers.
TABLE 23: STATE AND MUNICIPAL OBLIGORS (1)
(Dollars in
millions)
Total
Municipal
Securities
Credit and
Liquidity
Facilities(2)
Total
% of Total
Municipal
Exposure
December 31, 2015
State of
Issuer:
Texas
California
New York
Massachusetts
Maryland
Total
$
1,250
$
1,962
$ 3,212
17%
444
817
927
454
2,220
1,259
731
413
2,664
2,076
1,658
867
14
11
9
5
$
3,892
$
6,585
$ 10,477
December 31, 2014
State of
Issuer:
Texas
California
New York
Massachusetts
Maryland
Total
$
1,326
$
1,405
$ 2,731
15%
458
920
989
446
1,837
996
847
416
2,295
1,916
1,836
862
12
10
10
5
$
4,139
$
5,501
$ 9,640
(1) Represented 5% or more of our aggregate municipal credit exposure of
approximately $18.50 billion and $18.44 billion across our businesses as of
December 31, 2015 and December 31, 2014, respectively.
(2) Includes municipal loans which are also presented within Table 26.
Our aggregate municipal securities exposure
presented in Table 23: State and Municipal Obligors,
was concentrated primarily with highly-rated
counterparties, with approximately 90% of the
obligors rated “AAA” or “AA” as of December 31,
2015. As of that date, approximately 56% and 39% of
our aggregate municipal securities exposure was
associated with general obligation and revenue
bonds, respectively. In addition, we had no
exposures associated with industrial development or
land development bonds. The portfolios are also
diversified geographically, with the states that
represent our largest exposures widely dispersed
across the U.S.
Additional information with respect to our
assessment of other-than-temporary impairment of
our municipal securities is provided in Note 3 to the
consolidated financial statements included under Item
8 of this Form 10-K.
73
2.05%
3.00
1.08
—
1.15
1.85
2.87
0.54
—
—
9.06
3.08
0.89
0.57%
3.02
0.97
—
0.91
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
TABLE 24: CONTRACTUAL MATURITIES AND YIELDS
As of December 31, 2015
(In millions)
Available for sale(1):
U.S. Treasury and federal agencies:
Under 1
Year
1 to 5
Years
6 to 10
Years
Over 10
Years
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Direct obligations
$
2,000
0.63% $
3,223
0.88% $
40
3.05% $
455
Mortgage-backed securities
78
4.04
2,501
2.65
3,858
3.42
11,728
Asset-backed securities:
Student loans
Credit cards
Sub-prime
Other
Total asset-backed securities
Non-U.S. debt securities:
Mortgage-backed securities
Asset-backed securities
Government securities
Other
Total non-U.S. debt securities
State and political subdivisions(2)
Collateralized mortgage obligations
Other U.S. debt securities
Total
Held to maturity(1):
339
2
1
19
361
1,103
485
2,736
1,410
5,734
542
350
948
0.66
0.93
2.69
1.73
1.74
0.61
2.99
5.81
9.69
3.89
3.73
3,702
259
5
220
4,186
3,375
2,394
1,619
2,886
10,274
2,450
80
1,500
0.88
1.37
1.59
0.51
1.67
0.72
0.46
1.36
9.61
2.75
4.24
2,054
1,080
3
1,260
4,397
648
220
—
538
1,406
5,001
472
142
0.83
1.68
1.48
1.63
1.22
0.63
—
0.53
10.83
3.21
3.63
1,081
—
410
265
1,756
1,945
168
—
—
2,113
1,753
2,085
34
$ 10,013
$ 24,214
$ 15,316
$ 19,924
U.S. Treasury and federal agencies:
Direct obligations
$
Mortgage-backed securities
Asset-backed securities:
Student loans
Credit cards
Other
Total asset-backed securities
Non-U.S. debt securities:
Mortgage-backed securities
Asset-backed securities
Government securities
Other
Total non-U.S. debt securities
State and political subdivisions(2)
Collateralized mortgage obligations
—
1
—
—
60
60
435
201
129
22
787
1
251
—% $ 11,348
1.89% $
9,440
2.30% $
5.00
—
—
0.68
0.99
0.97
0.72
0.88
6.73
3.94
12
5.00
—
—
193
680
227
1,100
507
1,067
110
43
1,727
—
142
1.05
0.77
0.70
0.89
0.58
0.25
0.10
—
2.81
304
217
76
597
95
147
—
—
242
—
489
1.16
0.74
0.56
3.18
1.00
—
—
—
1.52
90
597
1,095
—
3
1,098
1,165
1.22
—
—
—
1,165
—
805
—
—
—
—
1.99
Total
$
1,100
$ 14,329
$ 10,768
$
3,755
(1) The maturities of mortgage-backed securities, asset-backed securities and collateralized mortgage obligations are based on expected principal payments.
(2) Yields were calculated on a fully taxable-equivalent basis, using applicable federal and state income tax rates.
Impairment
Impairment exists when the fair value of an
individual security is below its amortized cost basis.
Impairment of a security is further assessed to
determine whether such impairment is other-than-
temporary. When the impairment is deemed to be
other-than-temporary, we record the loss in our
consolidated statement of income. In addition, for
AFS and HTM debt securities, we record impairment
in our consolidated statement of income when
management intends to sell (or may be required to
sell) the securities before they recover in value, or
when management expects the present value of cash
flows expected to be collected from the securities to
be less than the amortized cost of the impaired
security (a credit loss).
74
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
The decrease in the net unrealized gain position as of December 31, 2015 as compared to December 31,
2014, presented in Table 25: Amortized Cost, Fair Value and Net Unrealized Gains (Losses) of Investment
Securities, was primarily attributable to the decrease in the balance of our AFS portfolio and widening spreads.
TABLE 25: AMORTIZED COST, FAIR VALUE AND NET UNREALIZED GAINS (LOSSES) OF INVESTMENT SECURITIES
(In millions)
Available for sale(1)
Held to maturity(1)
Total investment securities
Net after-tax unrealized gain (loss)
December 31, 2015
December 31, 2014
Amortized
Cost
Net
Unrealized
Gains
(Losses)
Fair Value
Amortized
Cost
Net
Unrealized
Gains
(Losses)
$ 69,843
$
227
$ 70,070
$ 94,108
$
29,952
(154)
29,798
17,723
$ 99,795
$
$
73
44
$ 99,868
$ 111,831
$
$
805
119
924
554
Fair Value
$ 94,913
17,842
$ 112,755
(1) AFS securities are carried at fair value, with after-tax net unrealized gains and losses recorded in AOCI. HTM securities are carried at cost, and unrealized gains
and losses are not recorded in our consolidated financial statements.
We conduct periodic reviews of individual
securities to assess whether OTTI exists. Our
assessment of OTTI involves an evaluation of
economic and security-specific factors. Such factors
are based on estimates, derived by management,
which contemplate current market conditions and
security-specific performance. To the extent that
market conditions are worse than management's
expectations, OTTI could increase, in particular the
credit-related component that would be recorded in
our consolidated statement of income.
In the aggregate, we recorded net losses from
OTTI of $1 million and $11 million in 2015 and 2014,
respectively. Management considers the aggregate
decline in fair value of the remaining investment
securities and the resulting gross unrealized losses of
$841 million as of December 31, 2015 to be
temporary and not the result of any material changes
in the credit characteristics of the securities.
Additional information with respect to OTTI, net
impairment losses and gross unrealized losses is
provided in Note 3 to the consolidated financial
statements included under Item 8 of this Form 10-K.
Our evaluation of potential OTTI of mortgage-
backed securities with collateral in Spain, Italy,
Ireland, and Portugal takes into account slow
economic growth, austerity measures, and
government intervention in the corresponding
mortgage markets and assumes a conservative
baseline macroeconomic environment. Our baseline
view assumes a recessionary period characterized by
high unemployment and by additional declines in
housing prices between 3% and 17%. Our evaluation
of OTTI in our base case does not assume a
disorderly sovereign debt restructuring or a break-up
of the Eurozone.
Excluding OTTI recorded in 2015, management
considers the aggregate decline in fair value of the
remaining investment securities and the resulting
gross unrealized losses as of December 31, 2015 to
be temporary and not the result of any material
changes in the credit characteristics of the securities.
Additional information about these gross unrealized
losses is provided in Note 3 to the consolidated
financial statements included under Item 8 of this
Form 10-K.
Loans and Leases
TABLE 26: U.S. AND NON- U.S. LOANS AND LEASES
As of December 31,
(In
millions)
Institutional:
2015
2014
2013
2012
2011
U.S.
$ 16,237
$14,908
$10,623
$ 9,645
$ 7,115
Non-U.S.
2,534
3,263
2,654
2,251
2,478
Commercial
real estate:
U.S.
Total loans
and leases
Average
loans and
leases
28
28
209
411
460
$ 18,799
$18,199
$13,486
$12,307
$10,053
$ 17,948
$15,912
$13,781
$11,610
$12,180
The increase in loans in the institutional
segment as of December 31, 2015 as compared to
December 31, 2014 was primarily driven by increased
investment in the non-investment-grade lending
market through participations in loan syndications,
specifically senior secured bank loans, partially offset
by lower levels of short-duration advances.
Short-duration advances to our clients included
in the institutional segment were $2.62 billion and
$3.54 billion as of December 31, 2015 and
December 31, 2014, respectively. These short-
duration advances provide liquidity to fund clients in
75
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
support of their transaction flows associated with
securities settlement activities.
As of December 31, 2015 and December 31,
2014, our investment in senior secured bank loans
totaled approximately $3.14 billion and $2.07 billion,
respectively. In addition, we had binding unfunded
commitments as of December 31, 2015 and
December 31, 2014 of $186 million and $337 million,
respectively, to participate in such syndications.
These senior secured bank loans, which we
have rated “speculative” under our internal risk-rating
framework (refer to Note 4 to the consolidated
financial statements included under Item 8 of this
Form 10-K), are externally rated “BBB,” “BB” or “B,”
with approximately 93% of the loans rated “BB” or “B”
as of December 31, 2015, compared to 95% as of
December 31, 2014. Our investment strategy
involves limiting our investment to larger, more liquid
credits underwritten by major global financial
institutions, applying our internal credit analysis
process to each potential investment, and diversifying
our exposure by counterparty and industry segment.
However, these loans have significant exposure to
credit losses relative to higher-rated loans. As of
TABLE 27: CONTRACTUAL MATURITIES FOR LOANS AND LEASES
(In millions)
Institutional:
Investment funds:
U.S.
Non-U.S.
Commercial and financial:
U.S.
Non-U.S.
Purchased receivables:
U.S.
Non-U.S.
Lease financing:
U.S.
Non-U.S.
Total institutional
Commercial real estate:
U.S.
Total loans and leases
December 31, 2015 and December 31, 2014, our
allowance for loan losses included approximately $35
million and $26 million, respectively, related to these
senior secured bank loans. 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.
As of December 31, 2015 and December 31,
2014, unearned income deducted from our
investment in leveraged lease financing was $102
million and $109 million, respectively, for U.S. leases
and $231 million and $261 million, respectively, for
non-U.S. leases.
The CRE loans are composed of the loans
acquired in 2008 pursuant to indemnified repurchase
agreements with an affiliate of Lehman as a result of
the Lehman Brothers bankruptcy. Additional
information about all of our loan-and-lease segments,
as well as underlying classes, is provided in Note 4 to
the consolidated financial statements included under
Item 8 of this Form 10-K.
No loans, including CRE loans, were modified in
troubled debt restructurings in 2015 or in 2014.
As of December 31, 2015
Total
Under 1 Year
1 to 5 Years
Over 5 Years
$
11,136
$
9,395
$
1,726
$
1,678
1,139
539
4,671
278
93
—
337
578
559
61
—
—
—
96
18,771
11,250
2,180
42
71
—
—
194
4,752
15
—
1,932
175
22
—
337
288
2,769
28
$
18,799
$
—
11,250
28
—
$
4,780
$
2,769
TABLE 28: CLASSIFICATION OF LOAN AND LEASE BALANCES DUE AFTER ONE YEAR
(In millions)
Loans and leases with predetermined interest rates
Loans and leases with floating or adjustable interest rates
Total
As of December 31, 2015
$
$
2,652
4,897
7,549
76
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
TABLE 29: ALLOWANCE FOR LOAN LOSSES
(In millions)
Allowance for loan losses:
Beginning balance
Provision for loan losses(1)
Charge-offs(2)
Recoveries(3)
Ending balance
Years Ended December 31,
2015
2014
2013
2012
2011
$
$
38
12
(4)
—
46
$
$
28
10
—
—
38
$
$
22
$
22
$
6
—
—
28
$
(3)
—
3
22
$
100
—
(78)
—
22
(1) Includes $12 million, $10 million and $6 million of provision related to institutional loans for the years ended December 31, 2015, 2014 and 2013, respectively, and
$(3) million related to CRE loans for the year ended December 31, 2012.
(2) Includes $4 million in charge-offs related to institutional loans for the year ended December 31, 2015 and $78 million related to CRE loans for the year ended
December 31, 2011.
(3) Includes $3 million in recoveries related to CRE loans for the year ended December 31, 2012.
The provision of $12 million and the charge-offs
of $4 million recorded in 2015 were associated with
our exposure to certain senior secured bank loans to
non-investment grade borrowers, which we
purchased in connection with our participation in loan
syndications in the non-investment-grade lending
market.
As of December 31, 2015, approximately $35
million of our allowance for loan losses was related to
senior secured bank loans included in the institutional
segment; the remaining $11 million was related to
other commercial and financial loans in the
institutional segment.
Cross-Border Outstandings
Cross-border outstandings are amounts payable
to us by non-U.S. counterparties which are
denominated in U.S. dollars or other non-local
currency, as well as non-U.S. local currency claims
not funded by local currency liabilities. Our cross-
border outstandings consist primarily of deposits with
banks; loans and lease financing, including short-
duration advances; investment securities; amounts
related to foreign exchange and interest-rate
contracts; and securities finance. In addition to credit
risk, cross-border outstandings have the risk that, as
a result of political or economic conditions in a
country, borrowers may be unable to meet their
contractual repayment obligations of principal and/or
interest when due because of the unavailability of, or
restrictions on, foreign exchange needed by
borrowers to repay their obligations.
We place deposits with non-U.S. counterparties
that have strong internal State Street risk ratings.
Counterparties are approved and monitored by our
Country Risk Committee. This process includes
financial analysis of non-U.S. counterparties and the
use of an internal risk-rating system. Each
counterparty is reviewed at least annually and
potentially more frequently based on deteriorating
credit fundamentals or general market conditions.
We also utilize risk mitigation and other facilities that
may reduce our exposure through the use of cash
collateral and/or balance sheet netting where we
deem appropriate. In addition, the Country Risk
Committee performs country-risk analyses and
monitors limits on country exposure.
The total cross-border outstandings presented in
Table 30: Cross-Border Outstandings represented
approximately 25%, 17% and 19% of our
consolidated total assets as of December 31, 2015,
2014 and 2013, respectively.
TABLE 30: CROSS-BORDER OUTSTANDINGS(1)
(In millions)
December 31, 2015
United Kingdom
Japan
Germany
Australia
Canada
Luxembourg
December 31, 2014
United Kingdom
Japan
Australia
Netherlands
Canada
Germany
December 31, 2013
United Kingdom
Australia
Netherlands
Canada
Germany
France
Japan
Investment
Securities and
Other Assets
Derivatives
and
Securities
on Loan
Total Cross-
Border
Outstandings
$
$
$
$
$
$
16,965
17,328
12,111
4,035
3,156
3,034
15,288
9,465
5,981
4,425
3,227
3,075
15,422
7,309
4,542
3,675
4,062
2,887
2,445
$
$
$
1,589
87
569
292
1,113
514
1,769
644
1,039
330
974
792
1,697
672
277
620
147
735
605
18,554
17,415
12,680
4,327
4,269
3,548
17,057
10,109
7,020
4,755
4,201
3,867
17,119
7,981
4,819
4,295
4,209
3,622
3,050
(1) Cross-border outstandings included countries in which we do business,
and which amounted to at least 1% of our consolidated total assets as of the
dates indicated.
77
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
As of December 31, 2015, aggregate cross-
border outstandings in countries which amounted to
0.75% and 1% of our total consolidated assets totaled
approximately $2.20 billion to Netherlands. As of
December 31, 2014, there were no countries whose
aggregate cross-border outstandings amounted to
between 0.75% and 1% of our total consolidated
assets. As of December 31, 2013, aggregate cross-
border outstandings in countries which amounted to
0.75% and 1% of our total consolidated assets totaled
approximately $1.85 billion to China.
TABLE 31: CROSS-BORDER OUTSTANDINGS (IRELAND,
ITALY, SPAIN AND PORTUGAL)
(In millions)
December 31, 2015
Ireland
Italy
Spain
Portugal
December 31, 2014
Ireland
Italy
Spain
Portugal
December 31, 2013
Italy
Ireland
Spain
Portugal
Investment
Securities and
Other Assets
Derivatives
and
Securities
on Loan
Total Cross-
Border
Outstandings
$
$
$
326
$
678
$
1,004
460
150
26
—
12
—
460
162
26
510
$
1,253
$
1,763
907
155
69
11
71
—
763
$
2
$
369
271
78
304
11
—
918
226
69
765
673
282
78
Throughout the sovereign debt crisis, the major
independent credit rating agencies have downgraded
U.S. and non-U.S. financial institutions and sovereign
issuers which have been, and may in the future be,
significant counterparties to us, or whose financial
instruments serve as collateral on which we rely for
credit risk mitigation purposes, and may do so again
in the future. As a result, we may be exposed to
increased counterparty risk, leading to negative
ratings volatility.
Risk Management
General
In the normal course of our global business
activities, we are exposed to a variety of risks, some
inherent in the financial services industry, others more
specific to our business activities. Our risk
management framework focuses on material risks,
which include the following:
•
•
•
•
credit and counterparty risk;
liquidity risk, funding and management;
operational risk;
information technology risk;
• market risk associated with our trading
activities;
• market risk associated with our non-trading
activities, which we refer to as asset-and-
liability management, and which consists
primarily of interest-rate risk;
•
strategic risk;
• model risk; and
•
reputational, fiduciary and business conduct
risk.
Many of these risks, as well as certain of the
factors underlying each of these risks that could affect
our businesses and our consolidated financial
statements, are discussed in detail under Item 1A,
“Risk Factors,” included in this Form 10-K.
The scope of our business requires that we
balance these risks with a comprehensive and well-
integrated risk management function. The
identification, assessment, monitoring, mitigation and
reporting of risks are essential to our financial
performance and successful management of our
businesses. These risks, if not effectively managed,
can result in losses to State Street as well as erosion
of our capital and damage to our reputation. Our
approach, including Board and senior management
oversight and a system of policies, procedures,
limits, risk measurement and monitoring and internal
controls, allows for an assessment of risks within a
framework for evaluating opportunities for the prudent
use of capital that appropriately balances risk and
return.
Our objective is to optimize our return while
operating at a prudent level of risk. In support of this
objective, we have instituted a risk appetite
framework that aligns our business strategy and
financial objectives with the level of risk that we are
willing to incur.
Our risk management is based on the following
major goals:
A culture of risk awareness that extends
across all of our business activities;
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;
78
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
A direct link between risk and strategic-
decision making processes and incentive
compensation practices; and
The overall flexibility to adapt to the ever-
changing business and market conditions.
Our risk appetite framework outlines the
quantitative limits and qualitative goals that define our
risk appetite, as well as the responsibilities for
measuring and monitoring risk against limits, and for
reporting, escalating, approving and addressing
exceptions. Our risk appetite framework is
established by ERM, a corporate risk oversight group,
in conjunction with the MRAC and the RC of the
Board. The Board formally reviews and approves our
risk appetite statement annually, or more frequently
as required.
The risk appetite framework describes the level
and types of risk that we are willing to accommodate
in executing our business strategy, and also serves
as a guide in setting risk limits across our business
units. In addition to our risk appetite framework, we
use stress testing as another important tool in our risk
management practice. Additional information with
respect to our stress testing process and practices is
provided under “Capital” in Management's Discussion
and Analysis.
Disclosures about our management of
significant risks can be found on the following pages
within this Form 10-K.
Governance and Structure
Credit Risk Management
Liquidity Risk Management
Operational Risk Management
Market Risk Management
Model Risk Management
Strategic Risk Management
Form 10-K Page
Number
79
83
88
93
96
105
106
Governance and Structure
We have an approach to risk management that
involves all levels of management, from the Board
and its committees, including its E&A Committee, RC,
the ECC, as well as the Technology Committee, to
each business unit and each employee. We allocate
responsibility for risk oversight so that risk/return
decisions are made at an appropriate level, and are
subject to robust and effective review and challenge.
Risk management is the responsibility of each
employee, and is implemented through three lines of
defense: the business units, which own and manage
the risks inherent in their business, are considered
the first line of defense; ERM and other support
functions, such as Compliance, Finance and Vendor
Management, provide the second line of defense; and
Corporate Audit, which assesses the effectiveness of
the first two lines of defense.
The responsibilities for effective review and
challenge reside with senior managers, management
oversight committees, Corporate Audit and,
ultimately, the Board and its committees. While we
believe that our risk management program is effective
in managing the risks in our businesses, internal and
external factors may create risks that cannot always
be identified or anticipated.
Corporate-level risk committees provide focused
oversight, and establish corporate standards and
policies for specific risks, including credit, sovereign
exposure, market, liquidity, operational, information
technology as well as new business products,
regulatory compliance and ethics, vendor risk and
model risks. These committees have been delegated
the responsibility to develop recommendations and
remediation strategies to address issues that affect or
have the potential to affect State Street.
We maintain a risk governance committee
structure which serves as the formal governance
mechanism through which we seek to undertake the
consistent identification, management and mitigation
of various risks facing State Street in connection with
its business activities. This governance structure is
enhanced and integrated through multi-disciplinary
involvement, particularly through ERM. The following
chart presents this structure.
79
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Management Risk Governance Committee
Structure
Executive Management Committees:
Management Risk and
Capital Committee
(MRAC)
Risk Committees:
Business
Conduct Risk
Committee
(BCRC)
Technology and Operational
Risk Committee
(TORC)
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)
Recovery and
Resolution
Planning
Executive
Committee
Basel Oversight
Committee
(BOC)
New Business and
Product Approval
Committee
Executive
Continuity Steering
Committee
Executive
Information
Security
Committee
Model Risk
Committee
(MRC)
Compliance and
Ethics Committee
Third Party Risk
Management
Steering
Committee
Access Control
Board
CCAR Steering
SSGA Risk
Committee
Committee
Country Risk
Committee
Legal Entity
Oversight Committee
Enterprise Risk Management
The goal of ERM is to ensure that risks are
proactively identified, well-understood and prudently
managed in support of our business strategy. ERM
provides risk oversight, support and coordination to
allow for the consistent identification, measurement
and management of risks across business units
separate from the business units' activities, and is
responsible for the formulation and maintenance of
corporate-wide risk management policies and
guidelines. In addition, ERM establishes and reviews
limits and, in collaboration with business unit
management, monitors key risks. Ultimately, ERM
works to validate that risk-taking occurs within the risk
appetite statement approved by the Board and
conforms to associated risk policies, limits and
guidelines.
The CRO is responsible for State Street’s risk
management globally, leads ERM and has a dual
reporting line to State Street’s CEO and the Board’s
RC. ERM manages its responsibilities globally
through a three-dimensional organization structure:
•
•
“Vertical” business unit-aligned risk groups that
support business managers with risk
management, measurement and monitoring
activities;
“Horizontal” risk groups that monitor the risks that
cross all of our business units (for example, credit
and operational risk); and
• Risk oversight for international activities, which
combines intersecting “Verticals” and
“Horizontals” through a hub and spoke model to
provide important regional and legal entity
perspectives to the global risk framework.
Sitting on top of this three-dimensional
organization structure is a centralized group
responsible for the aggregation of risk exposures
across the vertical, horizontal and regional
dimensions, for consolidated reporting, for setting the
corporate-level risk appetite framework and
associated limits and policies, and for dynamic risk
assessment across State Street.
80
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Board Committees
The Board has four committees which assist it in
discharging its responsibilities with respect to risk
management: the RC, the E&A Committee, the ECC,
and the Technology Committee.
The RC is responsible for oversight related to
the operation of our global risk management
framework, including policies and procedures
establishing risk management governance and
processes and risk control infrastructure for our global
operations. The RC is responsible for reviewing and
discussing with management our assessment and
management of all risks applicable to our operations,
including credit, market, interest rate, liquidity,
operational and business risks, as well as compliance
and reputational risk and related policies.
In addition, the RC provides oversight on
strategic capital governance principles and controls,
and monitors capital adequacy in relation to risk. The
RC is also responsible for discharging the duties and
obligations of the Board under applicable Basel and
other regulatory requirements.
The E&A Committee oversees the operation of
our system of internal controls covering the integrity
of our consolidated financial statements and reports,
compliance with laws, regulations and corporate
policies. The E&A Committee acts on behalf of the
Board in monitoring and overseeing the performance
of Corporate Audit and in reviewing certain
communications with banking regulators. The E&A
Committee has direct responsibility for the
appointment, compensation, retention, evaluation and
oversight of the work of our independent registered
public accounting firm, including sole authority for the
establishment of pre-approval policies and
procedures for all audit engagements and any non-
audit engagements.
The ECC has direct responsibility for the
oversight of all compensation plans, policies, and
programs of State Street in which executive officers
participate and incentive, retirement, welfare as well
as equity plans in which certain other employees of
State Street participate. In addition, the ECC
oversees the alignment of our incentive
compensation arrangements with our safety and
soundness, including the integration of risk
management objectives, and related policies,
arrangements and control processes consistent with
applicable related regulatory rules and guidance.
The Technology Committee leads and assists in
the Board’s oversight of the role of technology in
executing State Street’s strategy and supporting
State Street’s global business and operational
requirements. The Technology Committee reviews
the use of technology in our activities and operations,
as well as significant technology and technology-
related strategies, investments and policies. In
addition, the Technology Committee reviews and
approves technology and technology-related risk
matters, including information and cyber security.
Executive Management Committees
MRAC is the senior management decision-
making body for risk and capital issues, and oversees
our financial risks, our consolidated statement of
condition, and our capital adequacy, liquidity and
recovery and resolution planning. Its responsibilities
include:
• The approval of the policies of our global risk,
capital and liquidity management
frameworks, including our risk appetite
framework;
• The monitoring and assessment of our capital
adequacy based on internal policies and
regulatory requirements;
• The oversight of our firm-wide risk
identification, model risk governance, stress
testing and Recovery and Resolution Plan
programs; and
• The ongoing monitoring and review of risks
undertaken within the businesses, and our
senior management oversight and approval
of risk strategies and tactics.
MRAC, which is co-chaired by our CRO and the
CFO, regularly presents a report to the RC outlining
developments in the risk environment and
performance trends in our key business areas.
BCRC provides additional risk governance and
leadership, by overseeing our business practices in
terms of our compliance with laws, regulations and
our standards of business conduct, our commitments
to clients and others with whom we do business, and
potential reputational risks. Management considers
adherence to high ethical standards to be critical to
the success of our business and to our reputation.
The BCRC is co-chaired by our CRO and our Chief
Legal Officer.
TORC oversees and assesses the effectiveness
of corporate-wide technology and operational risk
management programs, to manage and control
technology and operational risk consistently across
the organization. TORC is co-chaired by our CRO
and our Vice Chairman & Head of the Office of
Regulatory Initiatives.
Risk Committees
The following risk committees, under the
oversight of the respective executive management
committees, have focused responsibilities for
oversight of specific areas of risk management:
81
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
MRAC
• 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 Committee 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
82
performance. The MRC may also, as
appropriate, mandate remedial actions and
compensating controls to be applied to
models to address modeling deficiencies as
well as other issues identified;
• The CCAR Steering Committee provides
primary supervision of the stress tests
performed in conformity with the Federal
Reserve's CCAR process and the Dodd-
Frank Act, and is responsible for the overall
management, review, and approval of all
material assumptions, methodologies, and
results of each stress scenario;
• The 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.
BCRC
• 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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
TORC
• 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; and
• 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.
Credit Risk Management
Core Policies and Principles
We define credit risk as the risk of financial loss
if a counterparty, borrower or obligor, collectively
referred to as counterparty, is either unable or
unwilling to repay borrowings or settle a transaction in
accordance with underlying contractual terms. We
assume credit risk in our traditional non-trading
lending activities, such as loans and contingent
commitments, in our investment securities portfolio,
where recourse to a counterparty exists, and in our
direct and indirect trading activities, such as principal
securities lending and foreign exchange and
indemnified agency securities lending. We also
assume credit risk in our day-to-day treasury and
securities and other settlement operations, in the form
of deposit placements and other cash balances, with
central banks or private sector institutions.
We distinguish between three major types of
credit risk:
Default risk - the risk that a counterparty fails
to meet its contractual payment obligations;
Country risk - the risk that we may suffer a
loss, in any given country, due to any of the
following reasons: deterioration of economic
conditions, political and social upheaval,
nationalization and appropriation of assets,
government repudiation of indebtedness,
exchange controls, and disruptive currency
depreciation or devaluation; and
Settlement risk - the risk that the settlement
or clearance of transactions will fail, which
arises whenever the exchange of cash,
securities and/or other assets is not
simultaneous.
The acceptance of credit risk by State Street is
governed by corporate policies and guidelines, which
include standardized procedures applied across the
entire organization. These policies and guidelines
include specific requirements related to each
counterparty's risk profile; the markets served;
counterparty, industry and country concentrations;
and regulatory compliance. These policies and
procedures also implement a number of core
principles, which include the following:
• We measure and consolidate credit risks to
each counterparty, or group of
counterparties, in accordance with a “one-
obligor” principle that aggregates risks
across our business units;
• ERM reviews and approves all extensions of
credit, or material changes to extensions of
credit (such as changes in term, collateral
structure or covenants), in accordance with
assigned credit-approval authorities;
• Credit-approval authorities are assigned to
individuals according to their qualifications,
experience and training, and these
authorities are periodically reviewed. Our
largest exposures require approval by the
Credit Committee, a sub-committee of the
CRPC. 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
83
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
are subject to frequent review and approval
in accordance with our risk appetite;
credit risk and the manner in which we control,
manage and monitor such risks.
• 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
The previously described CRPC (refer to "Risk
Committees") has primary responsibility for the
oversight, review and approval of the credit risk
guidelines and policies. Credit risk guidelines and
policies are reviewed periodically, but at least
annually.
The Credit Committee, a sub-committee of the
CRPC, has responsibility for assigning credit authority
and approving the largest and higher-risk extensions
of credit to individual counterparties or groups of
counterparties.
• We subject all corporate policies and
CRPC provides periodic updates to MRAC and
guidelines to annual review as an integral
part of our periodic assessment of our risk
appetite.
Our corporate policies and guidelines require
that the business units which engage in activities that
give rise to credit and counterparty risk comply with
procedures that promote the extension of credit for
legitimate business purposes; are consistent with the
maintenance of proper credit standards; limit credit-
related losses; and are consistent with our goal of
maintaining a strong financial condition.
Structure and Organization
The Credit Risk group within ERM is responsible
for the assessment, approval and monitoring of credit
risk across State Street. The group is managed
centrally, has dedicated teams in a number of
locations worldwide across our businesses, and is
responsible for related policies and procedures, and
for our internal credit-rating systems and
methodologies. In addition, the group, in conjunction
with the business units, establishes appropriate
measurements and limits to control the amount of
credit risk accepted across its various business
activities, both at the portfolio level and for each
individual counterparty or group of counterparties, to
individual industries, and also to counterparties by
product and country of risk. These measurements
and limits are reviewed periodically, but at least
annually.
In conjunction with other groups in ERM, the
Credit Risk group is jointly responsible for the design,
implementation and oversight of our credit risk
measurement and management systems, including
data and assessment systems, quantification systems
and the reporting framework.
Various key committees within State Street are
responsible for the oversight of credit risk and
associated credit risk policies, systems and models.
All credit-related activities are governed by our risk
appetite framework and our credit risk guidelines,
which define our general philosophy with respect to
the Board's RC.
Credit Ratings
We perform initial and ongoing reviews to
exercise due diligence on the creditworthiness of our
counterparties when conducting any business with
them or approving any credit limits.
This due diligence process generally includes
the assignment of an internal credit rating, which is
determined by the use of internally developed and
validated methodologies, scorecards and a 15-grade
rating scale. This risk-rating process incorporates the
use of risk-rating tools in conjunction with
management judgment; qualitative and quantitative
inputs are captured in a replicable manner and,
following a formal review and approval process, an
internal credit rating based on our rating scale is
assigned. Credit ratings are reviewed and approved
by the Credit Risk group or designees within ERM.
To facilitate comparability across the portfolio,
counterparties within a given sector are rated using a
risk-rating tool developed for that sector.
Our risk-rating methodologies are approved by
the CRPC, after completion of internal model
validation processes, and are subject to an annual
review, including re-validation.
We generally rate our counterparties individually,
although certain portfolios defined by us as low-risk
are rated on a pooled basis. We evaluate and rate
the credit risk of our counterparties on an ongoing
basis.
Risk Parameter Estimates
Our internal risk-rating system promotes a clear
and consistent approach to the determination of
appropriate credit risk classifications for our credit
counterparties and exposures, tracking the changes
in risk associated with these counterparties and
exposures over time. This capability enhances our
ability to more accurately calculate both risk
exposures and capital, enabling better strategic
decision making across the organization.
84
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
We use credit risk parameter estimates for the
• Collateral. In many parts of our business,
following purposes:
• The assessment of the creditworthiness of
new counterparties and, in conjunction with
our risk appetite statement, the development
of appropriate credit limits for our products
and services, including loans, foreign
exchange, securities finance, placements
and repurchase agreements;
• The use of an automated process for limit
approvals for certain low-risk counterparties,
as defined in our credit risk guidelines,
based on the counterparty’s probability-of-
default, or PD, rating class;
• The development of approval authority
matrices based on PD; riskier counterparties
with higher ratings require higher levels of
approval for a comparable PD and limit size
compared to less risky counterparties with
lower ratings;
• The analysis of risk concentration trends
using historical PD and exposure-at-default,
or EAD, data;
• The standardization of rating integrity testing
by GCR using rating parameters;
• The determination of the level of
management review of short-duration
advances depending on PD; riskier
counterparties with higher rating class
values generally trigger higher levels of
management escalation for comparable
short-duration advances compared to less
risky counterparties with lower rating-class
values;
• The monitoring of credit facility utilization
levels using EAD values and the
identification of instances where
counterparties have exceeded limits;
• The aggregation and comparison of
counterparty exposures with risk appetite
levels to determine if businesses are
maintaining appropriate risk levels; and
• The determination of our regulatory capital
requirements for the AIRB provided in the
Basel framework.
Credit Risk Mitigation
We seek to limit our credit exposure and reduce
our potential credit losses through various types of
risk mitigation. In our day-to-day management of
credit risks, we utilize and recognize the following
types of risk mitigation.
we regularly require or agree for collateral to
be received from or provided to clients and
counterparties in connection with contracts
that incur credit risk. In our trading
businesses, this collateral is typically in the
form of cash and high-grade securities
(government securities and other bonds or
equity securities). Credit risks in our non-
trading and securities finance businesses
are also often secured by bonds and equity
securities and by other types of assets.
Collateral serves to reduce the risk of loss
inherent in an exposure by improving the
prospect of recovery in the event of a
counterparty default. While collateral is
often an alternative source of repayment, it
generally does not replace the requirement
within our policies and guidelines for high-
quality underwriting standards.
Our credit risk guidelines require that the
collateral we accept for risk mitigation purposes is of
high quality, can be reliably valued and can be
liquidated if or when required. Generally, when
collateral is of lower quality, more difficult to value or
more challenging to liquidate, higher discounts to
market values are applied for the purposes of
measuring credit risk. For certain less liquid
collateral, longer liquidation periods are assumed
when determining the credit exposure.
All types of collateral are assessed regularly by
ERM, as is the basis on which the collateral is valued.
Our assessment of collateral, including the ability to
liquidate collateral in the event of a counterparty
default, and also with regard to market values of
collateral under a variety of hypothetical market
conditions, is an integral component of our
assessment of risk and approval of credit limits. We
also seek to identify, limit and monitor instances of
"wrong-way" risk, where a counterparty’s risk of
default is positively correlated with the risk of our
collateral eroding in value.
We maintain policies and procedures requiring
that documentation used to collateralize a transaction
is legal, valid, binding and enforceable in the relevant
jurisdictions. We also conduct legal reviews to
assess whether our documentation meets these
standards on an ongoing basis.
• Netting. Netting is a mechanism that allows
institutions and counterparties to net
offsetting exposures and payment
obligations against one another through the
use of qualifying master netting agreements.
A master netting agreement allows the
netting of rights and obligations arising
under derivative or other transactions that
85
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
have been entered into under such an
agreement upon the counterparty’s default,
resulting in a single net claim owed by, or to,
the counterparty. This is commonly referred
to as "close-out netting,” and is pursued
wherever possible. We may also enter into
master agreements that allow for the netting
of amounts payable on a given day and in
the same currency, reducing our settlement
risk. This is commonly referred to as
“payment netting,” and is widely used in our
foreign exchange activities.
As with collateral, we have policies and
procedures in place to apply close-out and payment
netting only to the extent that we have verified legal
validity and enforceability of the master agreement.
In the case of payment netting, operational
constraints with our counterparties may preclude us
from reducing settlement risk, notwithstanding the
legal right to require the same under the master
netting agreement.
• Guarantees. A guarantee is a financial
instrument that results in credit support being
provided by a third party, (i.e., the protection
provider) to the underlying obligor (the
beneficiary of the provided protection) on
account of an exposure owing by the obligor.
The protection provider may support the
underlying exposure either in whole or in part.
Support of this kind may take different forms.
Typical forms of guarantees provided to State
Street include financial guarantees, letters of
credit, bankers’ acceptances, PUA contracts
and insurance.
ERM and Legal teams have established a
review process to evaluate guarantees under the
applicable requirements of State Street policies and
Basel III requirements. Governance for this evaluation
is covered under policies and procedures that require
regular reviews of documentation, jurisdictions, and
credit quality of protection providers.
Pursuant to the Basel III final rule, we are
permitted to reflect the application of credit risk
mitigation which may include, for example,
guarantees, collateral, netting, secured interests in
non-financial assets and credit default swaps. State
Street does not actively use credit default swaps as a
risk mitigation tool, although it increasingly applies the
recognition of guarantees, collateral and security over
non-financial assets to mitigate overall risk within its
counterparty credit portfolio.
Credit Limits
Central to our philosophy for our management of
credit risk is the approval and imposition of credit
limits, against which we monitor the actual and
potential future credit exposure arising from our
business activities with counterparties or groups of
counterparties. Credit limits are a reflection of our
risk appetite, which may be determined by the
creditworthiness of the counterparty, the nature of the
risk inherent in the business undertaken with the
counterparty, or a combination of relevant credit
factors. Our risk appetite for certain sectors and
certain countries and geographic regions may also
influence the level of risk we are willing to assume to
certain counterparties.
The analysis and approval of credit limits is
undertaken in a consistent manner across our
businesses, although the nature and extent of the
analysis may vary, based on the type, term and
magnitude of the risk being assumed. Credit limits
and underlying exposures are assessed and
measured on both a gross and net basis where
appropriate, with net exposure determined by
deducting the value of any collateral held. For certain
types of risk being assumed, we will also assess and
measure exposures under a variety of hypothetical
market conditions. Credit limit approvals across State
Street are undertaken by the Credit Risk group, by
individuals to whom credit authority has been
delegated, or by the Credit Committee.
Credit limits are re-evaluated annually, or more
frequently as needed, and are revised periodically on
prevailing and anticipated market conditions, changes
in counterparty or country-specific credit ratings and
outlook, changes in State Street's risk appetite for
certain counterparties, sectors or countries, and
enhancements to the measurement of credit
utilization.
Reporting
Ongoing active monitoring and management of
our credit risk is an integral part of our credit risk
management framework. We maintain management
information systems to identify, measure, monitor and
report credit risk across businesses and legal entities,
enabling ERM and our businesses to have timely
access to accurate information on credit limits and
exposures. Monitoring is performed along the
dimensions of counterparty, industry, country and
product-specific risks to facilitate the identification of
concentrations of risk and emerging trends.
Key aspects of this credit risk reporting structure
include governance and oversight groups, policies
that define standards for the reporting of credit risk,
data aggregation and sourcing systems, and separate
testing of relevant risk reporting functions by
Corporate Audit.
The Credit Portfolio Management group
routinely assesses the composition of our overall
credit risk portfolio for alignment with our stated risk
appetite. This assessment includes routine analysis
and reporting of the portfolio, monitoring of market-
86
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
based indicators, the assessment of industry trends
and developments, and regular reviews of
concentrated risks. The Credit Portfolio Management
group is also responsible, in conjunction with the
business units, for defining the appetite for credit risk
in the major sectors in which we have a concentration
of business activities. These sector-level risk appetite
statements, which include counterparty selection
criteria and granular underwriting guidelines, are
reviewed periodically and approved by the CRPC.
Monitoring
Regular surveillance of credit and counterparty
risks is undertaken by our business units, the Credit
Risk group and designees with ERM, allowing for
frequent and extensive oversight. This surveillance
process includes, but is not limited to, the following
components:
• Annual Reviews. A formal review of
•
counterparties is conducted at least annually
and includes a thorough review of operating
performance, primary risk factors and our
internal credit risk rating. This annual review
also includes a review of current and
proposed credit limits, an assessment of our
ongoing risk appetite and verification that
supporting legal documentation remains
effective.
Interim Monitoring. Periodic monitoring of
our largest and riskiest counterparties is
undertaken more frequently, utilizing
financial information, market indicators and
other relevant credit and performance
measures. The nature and extent of this
interim monitoring is individually tailored to
certain counterparties and/or industry
sectors to identify material changes to the
risk profile of a counterparty (or group of
counterparties) and assign an updated
internal risk rating in a timely manner.
We maintain an active "watch list" for all
counterparties where we have identified a concern
that the actual or potential risk of default has
increased. The watch list status denotes a concern
with some aspect of a counterparty's risk profile that
warrants closer monitoring of the counterparty's
financial performance and related risk factors. Our
ongoing monitoring processes are designed to
facilitate the early identification of counterparties
whose creditworthiness is deteriorating; any
counterparty may be placed on the watch list by ERM
at its sole discretion.
Counterparties that receive an internal risk rating
within a certain range on our rating scale are eligible
for watch list designation. These risk ratings
generally correspond with the non-investment grade
or near non-investment grade ratings established by
the major independent credit-rating agencies, and
also include the regulatory classifications of “Special
Mention,” “Substandard,” “Doubtful” and “Loss.”
Counterparties whose internal ratings are outside this
range may also be placed on the watch list.
The Credit Risk group maintains primary
responsibility for our watch list processes, and
generates a monthly report of all watch list
counterparties. The watch list is formally reviewed at
least on a quarterly basis, with participation from
senior ERM staff, and representatives from the
business units and our corporate finance and legal
groups as appropriate. These meetings include a
review of individual watch list counterparties, together
with credit limits and prevailing exposures, and are
focused on actions to contain, reduce or eliminate the
risk of loss to State Street. Identified actions are
documented and monitored.
Controls
GCR provides a separate level of surveillance
and oversight over the integrity of our credit risk
management processes, including the internal risk-
rating system. GCR reviews counterparty credit
ratings for all identified sectors on an ongoing basis.
GCR is subject to oversight by the CRPC, and
provides periodic updates to the Board’s RC.
Specific activities of GCR include the following:
• 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.
Reserve for Credit Losses
We maintain an allowance for loan losses to
support our on-balance sheet credit exposures. We
also maintain a reserve for unfunded commitments
87
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
and letters of credit to support our off-balance credit
exposure. The two components together represent
the reserve for credit losses. Review and evaluation
of the adequacy of the reserve for credit losses is
ongoing throughout the year, but occurs at least
quarterly, and is based, among other factors, on our
evaluation of the level of risk in the portfolio, the
volume of adversely classified loans, previous loss
experience, current trends, and economic conditions
and their effect on our counterparties. Additional
information about the allowance for loan losses is
provided in Note 4 to the consolidated financial
statements included under Item 8 of this Form 10-K.
Liquidity Risk Management
Liquidity risk is defined as the potential that our
financial condition or overall viability could be
adversely affected by an actual or perceived inability
to meet cash and collateral obligations. The goal of
liquidity risk management is to maintain, even in the
event of stress, our ability to meet our cash and
collateral obligations.
Liquidity is managed to meet our financial
obligations in a timely and cost-effective manner, as
well as maintain sufficient flexibility to fund strategic
corporate initiatives as they arise. Our effective
management of liquidity involves the assessment of
the potential mismatch between the future cash
demands of our clients and our available sources of
cash under both normal and adverse economic and
business conditions.
We manage our liquidity on a global,
consolidated basis. We also manage liquidity on a
stand-alone basis at the parent company, as well as
at certain branches and subsidiaries of State Street
Bank. State Street Bank generally has access to
markets and funding sources limited to banks, such
as the federal funds market and the Federal
Reserve's discount window. Our parent company is
managed to a more conservative liquidity profile,
reflecting narrower market access. Our parent
company typically holds enough cash, primarily in the
form of interest-bearing deposits or time deposits with
its banking subsidiaries, to meet its current debt
maturities and cash needs, as well as those projected
over the next one-year period. As of December 31,
2015, the value of our parent company's net liquid
assets totaled $5.73 billion, compared with $6.03
billion as of December 31, 2014. As of December 31,
2015, our parent company and State Street Bank
have approximately $1.0 billion and $400 million,
respectively, of senior and subordinated notes
outstanding that will mature in the next twelve
months.
Based on our level of consolidated liquid assets
and our ability to access the capital markets for
additional funding when necessary, including our
ability to issue debt and equity securities under our
current universal shelf registration, management
considers our overall liquidity as of December 31,
2015 to be sufficient to meet its current commitments
and business needs, including accommodating the
transaction and cash management needs of its
clients.
Governance
Global Treasury is responsible for our
management of liquidity. This includes the day-to-day
management of our global liquidity position, the
development and monitoring of early warning
indicators, key liquidity risk metrics, the creation and
execution of stress tests, the evaluation and
implementation of regulatory requirements, the
maintenance and execution of our liquidity guidelines
and contingency funding plan, and routine
management reporting to ALCO, MRAC and the
Board's RC.
Global Treasury Risk Management, part of ERM,
provides separate oversight over the identification,
communication, and management of Global
Treasury’s risks in support of our business strategy.
Global Treasury Risk Management reports to the
CRO. Global Treasury Risk Management’s
responsibilities relative to liquidity risk management
include the development and review of policies and
guidelines; the monitoring of limits related to
adherence to the liquidity risk guidelines and
associated reporting.
Liquidity Framework
Our liquidity framework contemplates areas of
potential risk based on our activities, size, and other
appropriate risk-related factors. In managing liquidity
risk we employ limits, maintain established metrics
and early warning indicators, and perform routine
stress testing to identify potential liquidity needs. This
process involves the evaluation of a combination of
internal and external scenarios which assist us in
measuring our liquidity position and in identifying
potential increases in cash needs or decreases in
available sources of cash, as well as the potential
impairment of our ability to access the global capital
markets.
We manage liquidity according to several
principles that are equally important to our overall
liquidity risk management framework:
• Structural liquidity management addresses
liquidity by monitoring and directing the
composition of our consolidated statement of
condition. Structural liquidity is measured by
metrics such as the percentage of total
wholesale funds to consolidated total assets,
and the percentage of non-government
investment securities to client deposits. In
88
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
addition, on a regular basis and as described
below, our structural liquidity is evaluated
under various stress scenarios.
liquid assets, deposits, and the total of investment
securities and loans as a percentage of total client
deposits.
• 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
required level of funding versus available
sources in an adverse environment. As
stress testing contemplates potential forward-
looking scenarios, results also serve as a
trigger to activate specific liquidity stress
levels and contingent funding actions.
CFPs are designed to assist senior
management with decision-making associated with
any contingency funding response to a possible or
actual crisis scenario. The CFPs define roles,
responsibilities and management actions to be taken
in the event of deterioration of our liquidity profile
caused by either a State Street-specific event or a
broader disruption in the capital markets. Specific
actions are linked to the level of stress indicated by
these measures or by management judgment of
market conditions.
Liquidity Risk Metrics
In managing our liquidity, we employ early
warning indicators and metrics. Early warning
indicators are intended to detect situations which may
result in a liquidity stress, including changes in our
common stock price and the spread on our long-term
debt. Additional metrics that are critical to the
management of our consolidated statement of
condition and monitored as part of our routine liquidity
management include measures of our fungible cash
position, purchased wholesale funds, unencumbered
Asset Liquidity
Central to the management of our liquidity is
asset liquidity, which consists primarily of
unencumbered highly liquid securities, cash and cash
equivalents reported on our consolidated statement of
condition. We restrict the eligibility of securities of
asset liquidity to U.S. Government and federal
agency securities (including mortgage-backed
securities), selected non-U.S. Government and
supranational securities as well as certain other high-
quality securities which generally are more liquid than
other types of assets even in times of stress. Our
asset liquidity metric is similar to the HQLA under the
U.S. LCR, and our HQLA, under the LCR final rule
definition, were estimated to be $109.39 billion and
$115.58 billion as of December 31, 2015 and
December 31, 2014, respectively.
TABLE 32: COMPONENTS OF HQLA BY TYPE OF ASSET
(In millions)
December 31,
2015
December 31,
2014
Excess Central Bank Balances
$
66,063
$
U.S. Treasuries
Other Investment securities
Foreign government
22,518
16,952
3,861
85,176
10,308
16,545
3,554
Total
$
109,394
$
115,583
With respect to highly liquid short-term
investments presented in the preceding table, due to
the continued elevated level of client deposits as of
December 31, 2015, we maintained cash balances in
excess of regulatory requirements governing deposits
with the Federal Reserve of approximately $66.06
billion at the Federal Reserve, the ECB and other
non-U.S. central banks, compared to $85.18 billion as
of December 31, 2014. The increase in investment
securities as of December 31, 2015 compared to
December 31, 2014, presented in the table, was
mainly associated with repositioning the investment
portfolio in light of the liquidity requirements of the
LCR.
Liquid securities carried in our asset liquidity
include securities pledged without corresponding
advances from the Federal Reserve Bank of Boston,
or FRB, the Federal Home Loan Bank of Boston, or
FHLB, and other non-U.S. central banks. State
Street Bank is a member of the FHLB. This
membership allows for advances of liquidity in varying
terms against high-quality collateral, which helps
facilitate asset-and-liability management.
Access to primary, intra-day and contingent
liquidity provided by these utilities is an important
source of contingent liquidity with utilization subject to
underlying conditions. As of December 31, 2015 and
89
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
December 31, 2014, we had no outstanding primary
credit borrowings from the FRB discount window or
any other central bank facility, and as of the same
dates, no FHLB advances were outstanding.
In addition to the securities included in our asset
liquidity, we have significant amounts of other
unencumbered investment securities. The aggregate
fair value of those securities was $41.00 billion as of
December 31, 2015, compared to $60.06 billion as of
December 31, 2014. These securities are available
sources of liquidity, although not as rapidly deployed
as those included in our asset liquidity.
Measures of liquidity include LCR, NSFR and
TLAC which are described in "Supervision and
Regulation" included under Item 1, "Business" of this
Form 10-K.
Uses of Liquidity
Significant uses of our liquidity could result from
the following: withdrawals of client deposits; draw-
downs of unfunded commitments to extend credit or
to purchase securities, generally provided through
lines of credit; and short-duration advance facilities.
Such circumstances would generally arise under
stress conditions including deterioration in credit
ratings. We had unfunded commitments to extend
credit with gross contractual amounts totaling $22.58
billion and $24.25 billion as of December 31, 2015
and December 31, 2014, respectively. These
amounts do not reflect the value of any collateral. As
of December 31, 2015, approximately 76% of our
unfunded commitments to extend credit expire within
one year. Since many of our commitments are
expected to expire or renew without being drawn
upon, the gross contractual amounts do not
necessarily represent our future cash requirements.
Funding
Deposits
We provide products and services including
custody, accounting, administration, daily pricing,
foreign exchange services, cash management,
financial asset management, securities finance and
investment advisory services. As a provider of these
products and services, we generate client deposits,
which have generally provided a stable, low-cost
source of funds. As a global custodian, clients place
deposits with State Street entities in various
currencies. We invest these client deposits in a
combination of investment securities and short-
duration financial instruments whose mix is
determined by the characteristics of the deposits.
For the past several years, we have experienced
higher client deposit inflows toward the end of each
fiscal quarter or the end of the fiscal year. As a result,
we believe average client deposit balances are more
reflective of ongoing funding than period-end
balances.
TABLE 33: CLIENT DEPOSITS
December 31,
Average Balance
Year Ended
December 31,
(In millions)
Client deposits(1)
2015
2014
2015
2014
$ 177,907
$ 195,276
$ 171,425
$ 167,470
(1) Balance as of December 31, 2015 and December 31, 2014 excluded
term wholesale CDs of $13.72 billion and $13.76 billion, respectively;
average balances for the years ended December 31, 2015 and
December 31, 2014 excluded average CDs of $13.56 billion and $6.87
billion, respectively.
Short-Term Funding
Our corporate commercial paper program had
zero and $2.48 billion of commercial paper
outstanding as of December 31, 2015 and
December 31, 2014, respectively. State Street
phased-out its commercial paper program prior to
December 31, 2015, consistent with the objectives of
its 2015 recovery and resolution plan developed
pursuant to the requirements of the Dodd-Frank Act.
Our on-balance sheet liquid assets are also an
integral component of our liquidity management
strategy. These assets provide liquidity through
maturities of the assets, but more importantly, they
provide us with the ability to raise funds by pledging
the securities as collateral for borrowings or through
outright sales. In addition, our access to the global
capital markets gives us the ability to source
incremental funding at reasonable rates of interest
from wholesale investors. As discussed earlier under
“Asset Liquidity,” State Street Bank's membership in
the FHLB allows for advances of liquidity with varying
terms against high-quality collateral.
Short-term secured funding also comes in the
form of securities lent or sold under agreements to
repurchase. These transactions are short-term in
nature, generally overnight, and are collateralized by
high-quality investment securities. These balances
were $4.50 billion and $8.93 billion as of
December 31, 2015 and December 31, 2014,
respectively.
State Street Bank currently maintains a line of
credit with a financial institution of CAD $1.40 billion,
or approximately $1.09 billion as of December 31,
2015, to support its Canadian securities processing
operations. The line of credit has no stated
termination date and is cancelable by either party with
prior notice. As of December 31, 2015, there was no
balance outstanding on this line of credit.
90
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Long-Term Funding
As of December 31, 2015, State Street Bank
had Board authority to issue unsecured senior debt
securities from time to time, provided that the
aggregate principal amount of such unsecured senior
debt outstanding at any one time does not exceed $5
billion. As of December 31, 2015, $5 billion was
available for issuance pursuant to this authority. As of
December 31, 2015, State Street Bank also had
Board authority to issue an additional $500 million of
subordinated debt.
State Street Corporation maintains an effective
universal shelf registration that allows for the public
offering and sale of debt securities, capital securities,
common stock, depositary shares and preferred
stock, and warrants to purchase such securities,
including any shares into which the preferred stock
and depositary shares may be convertible, or any
combination thereof. We have issued in the past, and
we may issue in the future, securities pursuant to our
shelf registration. The issuance of debt or equity
securities will depend on future market conditions,
funding needs and other factors.
commitments to extend credit or trigger requirements
under securities purchase commitments; or require
additional collateral or force terminations of certain
trading derivative contracts.
A majority of our derivative contracts have been
entered into under bilateral agreements with
counterparties who may require us to post collateral
or terminate the transactions based on changes in
our credit ratings. We assess the impact of these
arrangements by determining the collateral or
termination payments that would be required
assuming a downgrade by all rating agencies. The
additional collateral or termination payments related
to our net derivative liabilities under these
arrangements that could have been called by
counterparties in the event of a downgrade in our
credit ratings below levels specified in the
agreements is disclosed in Note 10 to the
consolidated financial statements included under Item
8 of this Form 10-K. Other funding sources, such as
secured financing transactions and other margin
requirements, for which there are no explicit triggers,
could also be adversely affected.
Agency Credit Ratings
TABLE 34: CREDIT RATINGS
Our ability to maintain consistent access to
liquidity is fostered by the maintenance of high
investment-grade ratings as measured by the major
independent credit rating agencies. Factors essential
to maintaining high credit ratings include diverse and
stable core earnings; relative market position; strong
risk management; strong capital ratios; diverse
liquidity sources, including the global capital markets
and client deposits; strong liquidity monitoring
procedures; and preparedness for current or future
regulatory developments. High ratings limit borrowing
costs and enhance our liquidity by providing
assurance for unsecured funding and depositors,
increasing the potential market for our debt and
improving our ability to offer products, serve markets,
and engage in transactions in which clients value high
credit ratings. A downgrade or reduction of our credit
ratings could have a material adverse effect on our
liquidity by restricting our ability to access the capital
markets, which could increase the related cost of
funds. In turn, this could cause the sudden and large-
scale withdrawal of unsecured deposits by our clients,
which could lead to draw-downs of unfunded
As of December 31, 2015
Standard
&
Poor’s
Moody’s
Investors
Service
Dominion
Bond
Rating
Service
R-1
(Middle)
AA (Low)
A (High)
Fitch
F1+
AA-
A+
BBB+
A (High)
State Street:
Short-term
commercial paper
Senior debt
Subordinated debt
Trust preferred
capital securities
Preferred stock
A-1
A
A-
BBB
BBB
P-1
A2
A2
A3
Baa1
BBB
A (Low)
Outlook
Stable
Stable
Stable
Stable
State Street Bank:
Short-term
deposits
Long-term
deposits
Senior debt
Long-term
counterparty/
issuer
A-1+
AA-
AA-
AA-
Subordinated debt
A
P-1
Aa2
A1
A1
A1
F1+
AA+
AA
AA
A+
R-1
(High)
AA
AA
-
AA (Low)
Outlook
Stable
Stable
Stable
Stable
91
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Contractual Cash Obligations and Other Commitments
The long-term contractual cash obligations included within Table 35: Long-Term Contractual Cash Obligations,
and other commercial commitments included in Table 36: Other Commercial Commitments, were recorded in our
consolidated statement of condition as of December 31, 2015, except for operating leases and the interest portions
of long-term debt and capital leases.
TABLE 35: LONG-TERM CONTRACTUAL CASH OBLIGATIONS
As of December 31, 2015
(In millions)
Long-term debt(1) (2)
Operating leases
Capital lease obligations(2)
Total contractual cash obligations
PAYMENTS DUE BY PERIOD
Total
Less than 1
year
1-3
years
4-5
years
Over 5
years
$
$
13,408
$
1,729
$
2,480
$
2,172
$
7,027
1,300
384
198
58
362
110
242
91
498
125
15,092
$
1,985
$
2,952
$
2,505
$
7,650
(1) Long-term debt excludes capital lease obligations (presented as a separate line item) and the effect of interest-rate swaps. Interest payments were calculated at the stated rate
with the exception of floating-rate debt, for which payments were calculated using the indexed rate in effect as of December 31, 2015.
(2) Additional information about contractual cash obligations related to long-term debt and operating and capital leases is provided in Notes 9 and 20 to the consolidated financial
statements included under Item 8 of this Form 10-K. Our consolidated statement of cash flows, also included under Item 8 of this Form 10-K, provides additional liquidity
information.
Total contractual cash obligations shown in
Table 35: Long-Term Contractual Cash Obligations,
do not include:
• Obligations which will be settled in cash,
primarily in less than one year, such as client
deposits, federal funds purchased, securities
sold under repurchase agreements and other
short-term borrowings. Additional information
about deposits, federal funds purchased,
securities sold under repurchase agreements
and other short-term borrowings is provided
in Notes 8 and 9 to the consolidated financial
statements included under Item 8 of this
Form 10-K.
TABLE 36: OTHER COMMERCIAL COMMITMENTS
• Obligations related to derivative instruments
because the derivative-related amounts
recorded in our consolidated statement of
condition as of December 31, 2015 did not
represent the amounts that may ultimately be
paid under the contracts upon settlement.
Additional information about our derivative
instruments is provided in Note 10 to the
consolidated financial statements included
under Item 8 of this Form 10-K. We have
obligations under pension and other post-
retirement benefit plans, more fully described
in Note 19 to the consolidated financial
statements included under Item 8 of this
Form 10-K, which are not included in Table
35: Long-Term Contractual Cash Obligations.
Unfunded commitments to extend credit
22,580
17,225
As of December 31, 2015
(In millions)
Indemnified securities financing
Asset purchase agreements
Standby letters of credit
Purchase obligations(2)
Total commercial commitments
DURATION OF COMMITMENT
Total
amounts
committed(1)
Less than
1 year
1-3
years
4-5
years
Over 5
years
$
320,436
$
320,436
$
— $
— $
3,990
4,700
304
1,271
1,276
53
2,528
1,922
2,548
89
2,665
797
876
68
$
352,010
$
340,261
$
7,087
$
4,406
$
—
162
—
—
94
256
(1) Total amounts committed reflect participations to independent third parties, if any.
(2) Amounts represent obligations pursuant to legally binding agreements, where we have agreed to purchase products or services with a specific minimum quantity
defined at a fixed, minimum or variable price over a specified period of time.
Additional information about the commitments
presented in Table 36: Other Commercial
Commitments, except for purchase obligations, is
provided in Note 12 to the consolidated financial
statements included under Item 8 of this Form 10-K.
92
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Operational Risk Management
Overview
We consider operational risk to be the risk of
loss resulting from inadequate or failed internal
processes and systems, human error, or from
external events. Operational risk encompasses
fiduciary risk and legal risk. Fiduciary risk is defined
as the risk that State Street fails to properly exercise
its fiduciary duties in its provision of products or
services to clients. Legal risk is the risk of loss
resulting from failure to comply with laws and
contractual obligations as well as prudent ethical
standards in business practices in addition to
exposure to litigation from all aspects of the State
Street’s activities.
Operational risk is inherent in the performance
of investment servicing and investment management
activities on behalf of our clients. Whether it be
fiduciary risk, risk associated with execution and
processing or other types of operational risk, a
consistent, transparent and effective operational risk
framework is key to identifying, monitoring and
managing operational risk.
We have established an operational risk
framework that is based on three major goals:
• Strong, active governance;
• Ownership and accountability; and
• Consistency and transparency.
Governance
Our Board is responsible for the approval and
oversight of our overall operational risk framework. It
does so through its RC, which reviews our
operational risk framework and approves our
operational risk policy annually.
Our operational risk policy establishes our
approach to our management of operational risk
across State Street. The policy identifies the
responsibilities of individuals and committees charged
with oversight of the management of operational risk,
and articulates a broad mandate that supports
implementation of the operational risk framework.
ERM and other control groups provide the
oversight, validation and verification of the
management and measurement of operational risk.
Executive management actively manages and
oversees our operational risk framework through
membership on various risk management
committees, including MRAC, the BCRC, TORC, the
Operational Risk Committee, the Executive
Information Security Committee, and the Fiduciary
Review Committee, all of which ultimately report to
the appropriate committee of the board.
The Operational Risk Committee, chaired by the
global head of Operational Risk, provides cross-
business oversight of operational risk and reviews
and approves operational risk guidelines intended to
maintain a consistent implementation of our corporate
operational risk policy and framework.
Ownership and Accountability
We have implemented our operational risk
framework to support the broad mandate established
by our operational risk policy. This framework
represents an integrated set of processes and tools
that assists us in the management and measurement
of operational risk, including our calculation of
required capital and RWA.
The framework takes a comprehensive view and
integrates the methods and tools used to manage
and measure operational risk. The framework utilizes
aspects of the COSO framework and other industry
leading practices, and is designed foremost to
address State Street's risk management needs while
complying with regulatory requirements. The
operational risk framework is intended to provide a
number of important benefits, including:
• A common understanding of operational risk
management and its supporting processes;
• The clarification of responsibilities for the
management of operational risk across State
Street;
• The alignment of business priorities with risk
management objectives;
• The active management of risk and early
identification of emerging risks;
• The consistent application of policies and the
collection of data for risk management and
measurement; and
• The estimation of our operational risk capital
requirement.
The operational risk framework employs a
distributed risk management infrastructure executed
by ERM groups aligned with the business units, which
are responsible for the implementation of the
operational risk framework at the business unit level.
As with other risks, senior business unit
management is responsible for the day-to-day
operational risk management of their respective
businesses. It is business unit management's
responsibility to provide oversight of the
implementation and ongoing execution of the
operational risk framework within their respective
organizations, as well as coordination and
communication with ERM.
Consistency and Transparency
A number of corporate control functions are
directly responsible for implementing and assessing
various aspects of State Street's operational risk
framework, with the overarching goal of consistency
93
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
and transparency to meet the evolving needs of the
business:
• The global head of Operational Risk, a
member of the CRO’s executive
management team, leads ERM’s corporate
ORM group. ORM is responsible for the
strategy, evolution and consistent
implementation of our operational risk
guidelines, framework and supporting tools
across State Street. 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.
Our operational risk framework consists of five
components, each described below, which provide a
working structure that integrates distinct risk
programs into a continuous process focused on
managing and measuring operational risk in a
coordinated and consistent manner.
Risk Identification, Assessment and Measurement
The objective of risk identification, assessment
and measurement is to understand business unit
strategy, risk profile and potential exposures. It is
achieved through a series of risk assessments across
State Street using techniques for the identification,
assessment and measurement of risk across a
spectrum of potential frequency and severity
combinations. Three primary risk assessment
programs, which occur annually, augmented by other
business-specific programs, are the core of this
component:
• The 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
State Street’s most significant risk exposures
across all on- and off-balance sheet risk-
taking activities. The program is specifically
designed to consider risks that could have a
material impact irrespective of their likelihood
or frequency. This can include risks that may
have an impact on longer-term business
objectives, such as significant change
management activities or long-term strategic
initiatives;
• The Scenario Analysis program focuses on
the set of risks with the highest severity and
most relevance from a capital perspective.
These are generally referred to as “tail risks,"
and serve as important benchmarks for our
loss distribution approach model (see below);
they also provide inputs into stress testing;
and
• Business-specific programs to identify,
assess and measure risk, including new
business and product review and approval,
new client screening, and, as deemed
appropriate, targeted risk assessments.
The primary measurement tool used is an
internally developed loss distribution approach model,
referred to as the LDA model. We use the LDA model
to quantify required operational risk capital, from
which we calculate RWA related to operational risk.
Such required capital and RWA totaled $43.88 billion
as of December 31, 2015; refer to the "Capital"
section of this Management's Discussion and
Analysis.
The LDA model incorporates the four required
operational risk elements described below:
•
Internal loss event data is collected from
across State Street in conformity with our
operating loss policy that establishes the
requirements for collecting and reporting
individual loss events. We categorize the
94
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
data into seven Basel-defined event types
and further subdivide the data by business
unit, as deemed appropriate. Each of these
loss events are represented in a UOM which
is used to estimate a specific amount of
capital required for the types of loss events
that fall into each specific category. Some
UOMs are measured at the corporate level
because they are not “business specific,”
such as damage to physical assets, where
the cause of an event is not primarily driven
by the behavior of a single business unit.
Internal losses of $500 or greater are
captured, analyzed and included in the
modeling approach. Loss event data is
collected using a corporate-wide data
collection tool, which stores the data in a
Loss Event Data Repository, referred to as
the LEDR, to support processes related to
analysis, management reporting and the
calculation of required capital. Internal loss
event data provides State Street-specific
frequency and severity information to our
capital calculation process for historical loss
events experienced by State Street.
• 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
metrics, such as RCSA results, along with
industry loss event data and case studies
where appropriate. Business environment
and internal control factors are those
characteristics of a bank’s internal and
external operating environment that bear an
exposure to operational risk. The use of this
information indirectly influences our
calculation of required capital by providing
additional relevant data to workshop
participants when reviewing specific UOM
risks.
Monitoring
The objective of risk monitoring is to proactively
monitor the changing business environment and
corresponding operational risk exposure. It is
achieved through a series of quantitative and
qualitative monitoring tools that are designed to allow
us to understand changes in the business
environment, internal control factors, risk metrics, risk
assessments, exposures and operating effectiveness,
as well as details of loss events and progress on risk
initiatives implemented to mitigate potential risk
exposures.
Effectiveness and Testing
The objective of effectiveness and testing is to
verify that internal controls are designed
appropriately, are consistent with corporate and
regulatory standards, and are operating effectively. It
is achieved through a series of assessments by both
internal and external parties, including Corporate
Audit, independent registered public accounting firms,
business self-assessments and other control function
reviews, such as a Sarbanes-Oxley testing program.
Consistent with our standard model validation
process, the operational risk LDA model is subject to
a detailed review, overseen by the MRC. In addition,
the model is subject to a rigorous internal governance
process. All changes to the model or input
parameters, and the deployment of model updates,
are reviewed and approved by the Operational Risk
Committee, which has oversight responsibility for the
model, with technical input from the MRC.
Reporting
Operational risk reporting is intended to provide
transparency, thereby enabling management to
manage risk, provide oversight and escalate issues in
a timely manner. It is designed to allow the business
units, executive management, and the Board's control
functions and committees to gain insight into activities
that may result in risks and potential exposures.
Reports are intended to identify business activities
that are experiencing processing issues, whether or
95
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
not they result in actual loss events. Reporting
includes results of monitoring activities, internal and
external examinations, regulatory reviews, and
control assessments. These elements combine in a
manner designed to provide a view of potential and
emerging risks facing State Street and information
that details its progress on managing risks.
Documentation and Guidelines
Documentation and guidelines allow for
consistency and repeatability of the various
processes that support the operational risk framework
across State Street.
Operational risk guidelines document our
practices and describe the key elements in a
business unit's operational risk management
program. The purpose of the guidelines is to set forth
and define key operational risk terms, provide further
detail on State Street's operational risk programs, and
detail the business units' responsibilities to identify,
assess, measure, monitor and report operational risk.
The guideline supports our operational risk policy.
Data standards have been established to
maintain consistent data repositories and systems
that are controlled, accurate and available on a timely
basis to support operational risk management.
Market Risk Management
Market risk is defined by U.S. banking regulators
as the risk of loss that could result from broad market
movements, such as changes in the general level of
interest rates, credit spreads, foreign exchange rates
or commodity prices. We are exposed to market risk
in both our trading and certain of our non-trading, or
asset-and-liability management, activities.
Information about the market risk associated
with our trading activities is provided below under
“Trading Activities.” Information about the market risk
associated with our non-trading activities, which
consists primarily of interest-rate risk, is provided
below under “Asset-and-Liability Management
Activities.”
Trading Activities
In the conduct of our trading activities, we
assume market risk, the level of which is a function of
our overall risk appetite, business objectives and
liquidity needs, our clients' requirements and market
volatility, and our execution against those factors.
We engage in trading activities primarily to
support our clients' needs and to contribute to our
overall corporate earnings and liquidity. In connection
with certain of these trading activities, we enter into a
variety of derivative financial instruments to support
our clients' needs and to manage our interest-rate
and currency risk. These activities are generally
intended to generate trading services revenue and to
manage potential earnings volatility. In addition, we
provide services related to derivatives in our role as
both a manager and a servicer of financial assets.
Our clients use derivatives to manage the
financial risks associated with their investment goals
and business activities. With the growth of cross-
border investing, our clients often enter into foreign
exchange forward contracts to convert currency for
international investments and to manage the currency
risk in their international investment portfolios. As an
active participant in the foreign exchange markets, we
provide foreign exchange forward and option
contracts in support of these client needs, and also
act as a dealer in the currency markets.
As part of our trading activities, we assume
positions in the foreign exchange and interest-rate
markets by buying and selling cash instruments and
entering into derivative instruments, including foreign
exchange forward contracts, foreign exchange and
interest-rate options and interest-rate swaps, interest-
rate forward contracts, and interest-rate futures. As
of December 31, 2015, the notional amount of these
derivative contracts was $1.29 trillion, of which $1.28
trillion was composed of foreign exchange forward,
swap and spot contracts. We seek to match positions
closely with the objective of minimizing related
currency and interest-rate risk. All foreign exchange
contracts are valued daily at current market rates.
Governance
Our assumption of market risk in our trading
activities is an integral part of our corporate risk
appetite. Our Board reviews and oversees our
management of market risk, including the approval of
key market risk policies and the receipt and review of
regular market risk reporting, as well as periodic
updates on selected market risk topics.
The previously described TMRC (refer to "Risk
Committees") oversees all market risk-taking
activities across State Street associated with trading.
The TMRC, which reports to MRAC, is composed of
members of ERM, our global markets business and
our Global Treasury group, as well as our senior
executives who manage our trading businesses and
other members of management who possess
specialized knowledge and expertise. The TMRC
meets regularly to monitor the management of our
trading market risk activities.
Our business units identify, actively manage and
are responsible for the market risks inherent in their
businesses. A dedicated market risk management
group within ERM, and other groups within ERM,
work with those business units to assist them in the
identification, assessment, monitoring, management
and control of market risk, and assist business unit
managers with their market risk management and
measurement activities. ERM provides an additional
line of oversight, support and coordination designed
96
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
• 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.
We use our CAP to assess our overall capital
and liquidity in relation to our risk profile and provide
a comprehensive strategy for maintaining appropriate
capital and liquidity levels. With respect to market
risk associated with trading activities, our risk
management and our calculations of regulatory and
economic capital are based primarily on our internal
VaR models and stress testing analysis. As
discussed in detail under “Value-at-Risk” below, VaR
is measured daily by ERM.
The TMRC oversees our market risk exposure in
relation to limits established within our risk appetite
framework. These limits define threshold levels for
VaR- and stressed VaR-based measures and are
applicable to all trading positions subject to regulatory
capital requirements. These limits are designed to
prevent any undue concentration of market risk
exposure, in light of the primarily non-proprietary
nature of our trading activities. The risk appetite
framework and associated limits are reviewed and
approved by the Board's RC.
to promote the consistent identification, measurement
and management of market risk across business
units, separate from those business units' discrete
activities.
The ERM market risk management group is
responsible for the management of corporate-wide
market risk, the monitoring of key market risks and
the development and maintenance of market risk
management policies, guidelines, and standards
aligned with our corporate risk appetite. This group
also establishes and approves market risk tolerance
limits and trading authorities based on, but not limited
to, measures of notional amounts, sensitivity, VaR
and stress. Such limits and authorities are specified
in our trading and market risk guidelines which
govern our management of trading market risk.
Corporate Audit separately assesses the design
and operating effectiveness of the market risk
controls within our business units and ERM. Other
related responsibilities of Corporate Audit include the
periodic review of ERM and business unit compliance
with market risk policies, guidelines, and corporate
standards, as well as relevant regulatory
requirements. We are subject to regular monitoring,
reviews and supervisory exams of our market risk
function by the Federal Reserve. In addition, we are
regulated by, among others, the SEC, the Financial
Industry Regulatory Authority and the U.S.
Commodities Futures Trading Commission.
Risk Appetite
Our corporate market risk appetite is specified in
policy statements that outline the governance,
responsibilities and requirements surrounding the
identification, measurement, analysis, management
and communication of market risk arising from our
trading activities. These policy statements also set
forth the market risk control framework to monitor,
support, manage and control this portion of our risk
appetite. All groups involved in the management and
control of market risk associated with trading activities
are required to comply with the qualitative and
quantitative elements of these policy statements. Our
trading market risk control framework is composed of
the following components:
• A trading market risk management process
led by ERM, separate from the business
units' discrete activities;
• Clearly defined responsibilities and
authorities for the primary groups involved in
trading market risk management;
• A trading market risk measurement
methodology that captures correlation effects
and allows aggregation of market risk across
risk types, markets and business lines;
97
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Covered Positions
Our trading positions are subject to regulatory
market risk capital requirements if they meet the
regulatory definition of a “covered position.” A
covered position is generally defined by U.S. banking
regulators as an on- or off-balance sheet position
associated with the organization's trading activities
that is free of any restrictions on its tradability, but
does not include intangible assets, certain credit
derivatives recognized as guarantees and certain
equity positions not publicly traded. All FX and
commodity positions are considered covered
positions, regardless of the accounting treatment they
receive. The identification of covered positions for
inclusion in our market risk capital framework is
governed by our covered positions policy, which
outlines the standards we use to determine whether a
trading position is a covered position.
Our covered positions consist primarily of the
trading portfolios held by our global markets
business. They also arise from certain positions held
by our Global Treasury group. These trading positions
include products such as spot foreign exchange,
foreign exchange forwards, non-deliverable forwards,
foreign exchange options, foreign exchange funding
swaps, currency futures, financial futures, and
interest rate futures. New activities are analyzed to
determine if the positions arising from such new
activities meet the definition of a covered position and
conform to our covered positions policy. This
documented analysis, including any decisions with
respect to market risk treatments, must receive
approval from the TMRC.
We use spot rates, forward points, yield curves
and discount factors imported from third-party
sources to measure the value of our covered
positions, and we use such values to mark our
covered positions to market on a daily basis. These
values are subject to separate validation by us in
order to evaluate reasonableness and consistency
with market experience. The mark-to-market gain or
loss on spot transactions is calculated by applying the
spot rate to the foreign currency principal and
comparing the resultant base currency amount to the
original transaction principal. The mark-to-market
gain or loss on a forward foreign exchange contract
or forward cash flow contract is determined as the
difference between the life-to-date (historical) value of
the cash flow and the value of the cash flow at the
inception of the transaction. The mark-to-market gain
or loss on interest-rate swaps is determined by
discounting the future cash flows from each leg of the
swap transaction.
Value-at-Risk, Stress Testing and Stressed VaR
As noted above, we use a variety of risk
measurement tools and methodologies, including
VaR, which is an estimate of potential loss for a given
period within a stated statistical confidence interval.
We use a risk measurement methodology to measure
trading-related VaR daily. We have adopted
standards for measuring trading-related VaR, and we
maintain regulatory capital for market risk associated
with our trading activities in conformity with currently
applicable bank regulatory market risk requirements.
We utilize an internal VaR model to calculate our
regulatory market risk capital requirements. We use a
historical simulation model to calculate daily VaR- and
stressed VaR-based measures for our covered
positions in conformity with regulatory requirements.
Our VaR model seeks to capture identified material
risk factors associated with our covered positions,
including risks arising from market movements such
as changes in foreign exchange rates, interest rates
and option-implied volatilities.
We have adopted standards and guidelines to
value our covered positions which govern our VaR-
and stressed VaR-based measures. Our regulatory
VaR-based measure is calculated based on historical
volatilities of market risk factors during a two-year
observation period calibrated to a one-tail, 99%
confidence interval and a ten-business-day holding
period. We also use the same platform to calculate a
one-tail, 99% confidence interval, one-business-day
VaR for internal risk management purposes. A 99%
one-tail confidence interval implies that daily trading
losses are not expected to exceed the estimated VaR
more than 1% of the time, or less than three business
days out of a year.
Our market risk models, including our VaR
model, are subject to change in connection with the
governance, validation and back-testing processes
described below. These models can change as a
result of changes in our business activities, our
historical experiences, market forces and events,
regulations and regulatory interpretations and other
factors. In addition, the models are subject to
continuing regulatory review and approval. Changes
in our models may result in changes in our
measurements of our market risk exposures,
including VaR, and related measures, including
regulatory capital. These changes could result in
material changes in those risk measurements and
related measures as calculated and compared from
period to period.
Value-at-Risk
VaR measures are based on the most recent
two years of historical price movements for
instruments and related risk factors to which we have
exposure. The instruments in question are limited to
foreign exchange spot, forward and options contracts
and interest-rate contracts, including futures and
interest-rate swaps. Historically, these instruments
98
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
have exhibited a higher degree of liquidity relative to
other available capital markets instruments. As a
result, the VaR measures shown reflect our ability to
rapidly adjust exposures in highly dynamic markets.
For this reason, risk inventory, in the form of net open
positions, across all currencies is typically limited. In
addition, long and short positions in major, as well as
minor, currencies provide risk offsets that limit our
potential downside exposure.
Our VaR methodology uses a historical
simulation approach based on market-observed
changes in foreign exchange rates, U.S. and non-
U.S. interest rates and implied volatilities, and
incorporates the resulting diversification benefits
provided from the mix of our trading positions. Our
VaR model incorporates approximately 5,000 risk
factors and includes correlations among currency,
interest rates, and other market rates.
All VaR measures are subject to limitations and
must be interpreted accordingly. Some, but not all, of
the limitations of our VaR methodology include the
following:
• Compared to a shorter observation period, a
two-year observation period is slower to
reflect increases in market volatility (although
temporary increases in market volatility will
affect the calculation of VaR for a longer
period); consequently, in periods of sudden
increases in volatility or increasing volatility,
in each case relative to the prior two-year
period, the calculation of VaR may understate
current risk;
• Compared to a longer observation period, a
two-year observation period may not reflect
as many past periods of volatility in the
markets, because such past volatility is no
longer in the observation period;
consequently, historical market scenarios of
high volatility, even if similar to current or
likely future market circumstances, may fall
outside the two-year observation period,
resulting in a potential understatement of
current risk;
• The VaR-based measure is calibrated to a
specified level of confidence and does not
indicate the potential magnitude of losses
beyond this confidence level;
•
In certain cases, VaR-based measures
approximate the impact of changes in risk
factors on the values of positions and
portfolios; this may happen because the
number of inputs included in the VaR model
is necessarily limited; for example, yield
curve risk factors do not exist for all future
dates;
• The use of historical market information may
not be predictive of future events, particularly
those that are extreme in nature; this
“backward-looking” limitation can cause VaR
to understate or overstate risk;
• The effect of extreme and rare market
movements is difficult to estimate; this may
result from non-linear risk sensitivities as well
as the potential for actual volatility and
correlation levels to differ from assumptions
implicit in the VaR calculations; and
•
Intra-day risk is not captured.
Stress Testing and Stressed VaR
We have a corporate-wide stress testing
program in place that incorporates an array of
techniques to measure the potential loss we could
suffer in a hypothetical scenario of adverse economic
and financial conditions. We also monitor
concentrations of risk such as concentration by
branch, risk component, and currency pairs. We
conduct stress testing on a daily basis based on
selected historical stress events that are relevant to
our positions in order to estimate the potential impact
to our current portfolio should similar market
conditions recur, and we also perform stress testing
as part of the Federal Reserve's CCAR process.
Stress testing is conducted, analyzed and reported at
the corporate, trading desk, division and risk-factor
level (for example, exchange risk, interest-rate risk
and volatility risk).
We calculate a stressed VaR-based measure
using the same model we use to calculate VaR, but
with model inputs calibrated to historical data from a
range of continuous twelve-month periods that reflect
significant financial stress. The stressed VaR model
identifies the second-worst outcome occurring in the
worst continuous one-year rolling period since July
2007. This stressed VaR meets the regulatory
requirement as the rolling ten-day period with an
outcome that is worse than 99% of other outcomes
during that twelve-month period of financial stress.
For each portfolio, the stress period is determined
algorithmically by seeking the one-year time horizon
that produces the largest ten-business-day VaR from
within the available historical data. This historical
data set includes the financial crisis of 2008, the
highly volatile period surrounding the Eurozone
sovereign debt crisis and the Standard & Poor's
downgrade of U.S. Treasury debt in August 2011. As
the historical data set used to determine the stress
period expands over time, future market stress events
will be automatically incorporated.
We perform scenario analysis daily based on
selected historical stress events that are relevant to
our positions in order to estimate the potential impact
to our current portfolio should similar market
99
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
conditions recur. Relevant scenarios are chosen from
an inventory of historical financial stresses and
applied to our current portfolio. These historical event
scenarios involve spot foreign exchange, credit,
equity, unforeseen geo-political events and natural
disasters, and government and central bank
intervention scenarios. Examples of the specific
historical scenarios we incorporate in our stress
testing program may include the Asian financial crisis
of 1997, the September 11, 2001 terrorist attacks in
the U.S., and the 2008 financial crisis. We continue
to update our inventory of historical stress scenarios
as new stress conditions emerge in the financial
markets.
As each of the historical stress events is
associated with a different time horizon, we normalize
results by scaling down the longer horizon events to a
ten-day horizon and keeping the shorter horizon
events (i.e., events that are shorter than ten days) at
their original terms. We also conduct sensitivity
analysis daily to calculate the impact of a large
predefined shock in a specific risk factor or a group of
risk factors on our current portfolio. These predefined
shocks include parallel and non-parallel yield curve
shifts and foreign exchange spot and volatility surface
shifts. In a parallel shift scenario, we apply a
constant factor shift across all yield curve tenors. In a
non-parallel shift scenario, we apply different shock
levels to different tenors of a yield curve, rather than
shifting the entire curve by a constant amount. Non-
parallel shifts include steepening, flattening and
butterflies.
Stress testing results and limits are actively
monitored on a daily basis by ERM and reported to
the TMRC. Limit breaches are addressed by ERM
risk managers in conjunction with the business units,
escalated as appropriate, and reviewed by the TMRC
if material. In addition, we have established several
action triggers that prompt immediate review by
management and the implementation of a
remediation plan.
Validation and Back-Testing
We perform frequent back-testing to assess the
accuracy of our VaR-based model in estimating loss
at the stated confidence level. This back-testing
involves the comparison of estimated VaR model
outputs to daily, actual profit-and-loss outcomes, or
P&L, observed from daily market movements. We
back-test our VaR model using “clean” P&L, which
excludes non-trading revenue such as fees,
commissions and net interest revenue, as well as
estimated revenue from intra-day trading. Our VaR
definition of trading losses excludes items that are not
specific to the price movement of the trading assets
and liabilities themselves, such as fees, commissions,
changes to reserves and gains or losses from intra-
day activity.
We experienced one back-testing exception in
2015, which occurred in the third quarter. The trading
P&L that day exceeded the VaR based on the prior
day’s closing positions, following a large depreciation
in the U.S. dollar against several major and emerging
market currencies, which depreciation can be
attributed to a decision and related statements by the
Federal Reserve’s Federal Open Market Committee
to hold interest rates at current levels. We
experienced no back-testing exceptions for the full-
year of 2014.
Our market risk models are governed by our
model risk governance guidelines, in conformity with
our model risk governance policy. Our market risk
models are subject to regular review and validation by
MVG within ERM and overseen by the MRC.
Additional information about the MRC and MVG is
provided under “Model Risk Management” in this
Disclosure.
As part of its responsibilities, the MRC evaluates
model soundness by assessing the quality of the
model design and construction, as well as reviewing
documentation and empirical evidence supporting the
methods used for the model based on the
recommendations of MVG. In addition, the MRC
considers technical modeling issues for our market
risk models, including the selection of an appropriate
modeling approach, the setting of key model input
assumptions, the deployment of substantive model
changes, the deployment of new models as needed,
and the monitoring of ongoing model performance.
Consistent with regulatory requirements, our
market risk regulatory capital models are subject to
an annual review process and a validation schedule
with frequency based on the model tier. MVG
conducts the periodic reviews and validations of our
market risk models, and their process identifies the
areas of model risk for the three model components
(input, processing and output), model implementation,
and ongoing monitoring. Model testing is
concentrated in the areas of model risk identified by
MVG. MVG is responsible for the results of this
annual review or validation, and for determining
whether a model should be approved for a desired
use. MVG communicates their result as one of the
following three outcomes: “Approved”, “Approved
with conditions”, or “Not Approved”.
Our model validation process also evaluates the
integrity of our VaR models through the use of regular
outcome analysis. Such outcome analysis includes
back-testing, which compares the VaR model's
predictions to actual outcomes using out-of-sample
information. MVG examined back testing results for
the market risk regulatory capital model used for
100
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
2012. Consistent with regulatory guidance, the back-
testing compared “clean” P&L, defined above, with
the one-day VaR produced by the model. The back-
testing was performed for a time period not used for
model development. The number of occurrences
where “clean” trading-book P&L exceeded the one-
day VaR was within our expected VaR tolerance
level.
Market Risk Reporting
Our ERM market risk management group is
responsible for market risk monitoring and reporting.
We use a variety of systems and controlled market
feeds from third-party services to compile data for
several daily, weekly, and monthly management
reports.
Our business units and trading market risk
teams review daily P&L, market risk limit exceptions,
open positions, interest-rate and option sensitivities
and VaR reports on a daily basis. Market risk limit
exceptions are also reported to and reviewed by the
global head of Market Risk. We produce and review
several other reports that summarize relevant market
risk metrics, including VaR, on a periodic basis.
The following tables present VaR and stressed
VaR associated with our trading activities for covered
positions held during the years ended December 31,
2015 and 2014, and as of December 31, 2015 and
December 31, 2014, as measured by our VaR
methodology.
TABLE 37: TEN-DAY VaR ASSOCIATED WITH TRADING ACTIVITIES FOR COVERED POSITIONS
Year Ended December 31, 2015
Year Ended December 31, 2014
As of
December 31,
2015
As of
December 31,
2014
(In thousands)
Global Markets
Global Treasury
Total VaR
Average
Maximum Minimum
Average
Maximum Minimum
VaR
VaR
$
$
5,279
1,517
5,733
$
$
17,649
5,273
16,700
$
$
2,977
333
2,912
$
$
6,365
4,027
8,100
$
$
12,327
6,467
12,278
$
$
2,273
683
3,244
$
$
4,269
368
4,052
$
$
4,566
4,759
8,281
TABLE 38: TEN-DAY STRESSED VaR ASSOCIATED WITH TRADING ACTIVITIES FOR COVERED POSITIONS
Year Ended December 31, 2015
Year Ended December 31, 2014
As of
December 31,
2015
As of
December 31,
2014
(In thousands)
Global Markets
Global Treasury
Total Stressed VaR
Average
Maximum Minimum
Average
Maximum Minimum
Stressed VaR
Stressed VaR
$ 39,524
27,626
$ 63,149
$
$
65,860
47,929
95,692
$
$
20,601
$ 32,639
8,028
36,344
35,557
$ 61,874
$
$
64,510
$
15,625
59,253
10,454
89,053
$
29,689
$
$
36,757
8,080
43,293
$
$
30,255
39,050
58,945
The twelve month average of our stressed VaR-
based measure was approximately $63 million for the
period ended December 31, 2015, compared to a
twelve month average of approximately $62 million
for the period ended December 31, 2014.
The increase in the twelve month average of
our stressed VaR-based measure for the period
ended December 31, 2015, compared to the period
ended December 31, 2014, was primarily the result of
an extension of the tenor of FX swaps used by Global
Treasury designed to improve our liquidity position.
Although the FX swaps are not considered part of our
trading activity, all FX activity (trading or banking)
generates market risk captured under Basel rules.
The tenor extension gives rise to additional market
risk in our stressed VaR calculation.
The VaR-based measures presented in the
preceding tables are primarily a reflection of the
overall level of market volatility and our appetite for
trading market risk. Overall levels of volatility have
been low both on an absolute basis and relative to
the historical information observed at the beginning of
the period used for the calculations. Both the ten-day
VaR-based measures and the stressed VaR-based
measures are based on historical changes observed
during rolling ten-day periods for the portfolios as of
the close of business each day over the past one-
year period.
We may in the future modify and adjust our
models and methodologies used to calculate VaR and
stressed VaR, subject to regulatory review and
approval, and these modifications and adjustments
may result in changes in our VaR-based and stressed
VaR-based measures.
101
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
The following tables present the VaR and stressed-VaR associated with our trading activities attributable to
foreign exchange risk, interest-rate risk and volatility risk as of December 31, 2015 and December 31, 2014. The
totals of the VaR-based and stressed VaR-based measures for the three attributes for each VaR and stressed-VaR
component exceeded the related total VaR and total stressed VaR presented in the foregoing tables as of each
period-end, primarily due to the benefits of diversification across risk types.
TABLE 39: TEN-DAY VaR ASSOCIATED WITH TRADING ACTIVITIES BY RISK FACTOR(1)
(In thousands)
By component:
Global Markets
Global Treasury
Total VaR
As of December 31, 2015
As of December 31, 2014
Foreign
Exchange
Risk
Interest
Rate
Risk
Volatility
Risk
Foreign
Exchange
Risk
Interest
Rate
Risk
Volatility
Risk
$
$
2,817
148
2,831
$ 3,582
345
$ 3,472
$
$
4
—
4
$
$
5,584
—
5,584
$ 3,230
4,759
$ 5,892
$
$
349
—
349
TABLE 40: TEN-DAY STRESSED VaR ASSOCIATED WITH TRADING ACTIVITIES BY RISK FACTOR(1)
(In thousands)
By component:
Global Markets
Global Treasury
Total Stressed VaR
As of December 31, 2015
As of December 31, 2014
Foreign
Exchange
Risk
Interest
Rate
Risk
Volatility
Risk
Foreign
Exchange
Risk
Interest
Rate
Risk
Volatility
Risk
$
$
13,199
176
12,939
$ 40,928
7,963
$ 47,658
$
$
7
—
7
$
$
8,305
—
8,305
$ 39,220
39,050
$ 62,923
$
$
468
—
468
(1) For purposes of risk attribution by component, in both Tables 39 and 40, foreign exchange refers only to the risk from market movements in period-end
rates. Forwards, futures, options and swaps with maturities greater than period-end have embedded interest-rate risk that is captured by the measures used for
interest-rate risk. Accordingly, the interest-rate risk embedded in these foreign exchange instruments is included in the interest-rate risk component.
The decline in the total ten-day VaR based
measure as of December 31, 2015, as compared to
December 31, 2014, is the result of a decline in
exposure that arose from the tenor extension strategy
initiated by Global Treasury late last year.
Asset-and-Liability Management Activities
The primary objective of asset-and-liability
management is to provide sustainable NIR, under
varying economic conditions, while protecting the
economic value of the assets and liabilities carried in
our consolidated statement of condition from the
adverse effects of changes in interest rates. While
many market factors affect the level of NIR and the
economic value of our assets and liabilities, one of
the most significant factors is our exposure to
movements in interest rates. Most of our NIR is
earned from the investment of client deposits
generated by our businesses. We invest these client
deposits in assets that conform generally to the
characteristics of our balance sheet liabilities,
including the currency composition of our significant
non-U.S. dollar denominated client liabilities, but we
manage our overall interest-rate risk position in the
context of current and anticipated market conditions
and within internally-approved risk guidelines.
Our overall interest-rate risk position is
maintained within a series of policies approved by the
Board and guidelines established and monitored by
ALCO. Our Global Treasury group has responsibility
for managing our day-to-day interest-rate risk. To
effectively manage our consolidated statement of
condition and related NIR, Global Treasury has the
authority to assume a limited amount of interest-rate
risk based on market conditions and its views about
the direction of global interest rates over both short-
term and long-term time horizons. Global Treasury
manages our exposure to changes in interest rates
on a consolidated basis organized into three regional
treasury units, North America, Europe and Asia/
Pacific, to reflect the growing, global nature of our
exposures and to capture the impact of changes in
regional market environments on our total risk
position.
The economic value of our consolidated
statement of condition is a metric designed to
estimate the fair value of assets and liabilities which
could be garnered if those assets and liabilities were
sold immediately. The economic values represent
discounted cash flows from all financial instruments;
therefore, changes in the yield curves, which are
used to discount the cash flows, affect the values of
these instruments.
Our investment activities and our use of
derivative financial instruments are the primary tools
used in managing interest-rate risk. We invest in
financial instruments with currency, repricing, and
maturity characteristics we consider appropriate to
manage our overall interest-rate risk position. In
addition, we use certain derivative instruments,
primarily interest-rate swaps, to alter the interest-rate
102
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
characteristics of specific balance sheet assets or
liabilities.
Because no one individual measure can
accurately assess all of our exposures to changes in
interest rates, we use several quantitative measures
in our assessment of current and potential future
exposures to changes in interest rates and their
impact on NIR and balance sheet values. NIR
simulation is the primary tool used in our evaluation of
the potential range of possible NIR results that could
occur under a variety of interest-rate environments.
We also use market valuation and duration analysis
to assess changes in the economic value of balance
sheet assets and liabilities caused by assumed
changes in interest rates.
To measure, monitor, and report on our interest-
rate risk position, we use NIR simulation, referred to
as NIR-at-risk, and EVE sensitivity. NIR-at-risk
measures the impact on NIR over the next twelve
months to immediate, or “rate shock,” and gradual, or
“rate ramp,” changes in market interest rates. EVE
sensitivity is a total return view of interest-rate risk,
which measures the impact on the present value of all
NIR-related principal and interest cash flows of an
immediate change in interest rates. Although NIR-at-
risk and EVE sensitivity measure interest-rate risk
over different time horizons, both utilize consistent
assumptions when modeling the positions currently
held by State Street; however, NIR-at-risk also
incorporates future actions planned by management
over the time horizons being modeled.
In estimating our NIR-at-risk, we start with a
base amount of NIR that is projected over the next
twelve months, assuming our forecast yield curve
over the period. Our existing balance sheet assets
and liabilities are adjusted by the amount and timing
of transactions that are forecast to occur over the
next twelve months. That yield curve is then
“shocked,” or moved immediately, +/-100 basis points
in a parallel fashion at all points along the yield curve.
Two new twelve-month NIR projections are then
developed using the same balance sheet and
forecast transactions, but with the new yield curves,
and compared to the base scenario. We also perform
the calculations using interest-rate ramps, which are
+/-100-basis-point changes in interest rates that are
assumed to occur gradually over the next twelve
months, rather than immediately as we do with
interest-rate shocks.
EVE is based on the change in the present
value of all NIR-related principal and interest cash
flows for changes in market interest rates. The
present value of existing cash flows with a then-
current yield curve serves as the base case. We then
apply an immediate parallel shock to that yield curve
of +/-200 basis points and recalculate the cash flows
and related present values. A large shock is used to
better capture the embedded option risk in our
mortgage-backed securities that results from
borrowers' prepayment opportunities.
Key assumptions used in the models, described
in more detail below, along with changes in market
conditions, are inherently uncertain. Actual results
necessarily differ from model results as market
conditions differ from assumptions. As such,
management performs back-testing, stress testing,
and model integrity analyses to validate that the
modeled results produce predictive NIR-at-risk and
EVE sensitivity estimates which can be used in our
management of interest-rate risk. Primary factors
affecting the actual results include changes in our
balance sheet size and mix, the timing, magnitude
and frequency of changes in interest rates (including
the slope and the relationship between the interest-
rate level of U.S. dollar and non-U.S. dollar yield
curves), changes in market conditions and
management actions taken in response to the
preceding conditions.
Both NIR-at-risk and EVE sensitivity results are
managed against ALCO-approved limits and
guidelines and are monitored regularly, along with
other relevant simulations, scenario analyses and
stress tests, by both Global Treasury and ALCO. Our
ALCO-approved guidelines are, we believe, in line
with industry standards and are periodically examined
by the Federal Reserve.
As a result of differences in measurement
between NIR-at-risk and EVE with respect to certain
assumptions, such as the reinvestment of our
interest-earning assets, reported results of NIR-at-risk
could present an increase in NIR from an increase in
rates while EVE presents a loss. Changes in
assumptions may result in different outcomes under
both NIR-at-risk and EVE. NIR-at-risk depicts the
change in the nominal (un-discounted) dollar net
interest flows which are generated from the forecast
statement of condition over the next twelve months.
As interest rates increase, the interest expense
associated with our client deposit liabilities is
assumed to increase at a slower pace than the
investment returns derived from our current balance
sheet or the associated reinvestment of our interest-
earning assets, resulting in an overall increase to
NIR. EVE, on the other hand, measures the present
value change of both principal and interest cash flows
based on the current period-end balance sheet. As a
result, EVE does not contemplate reinvestment of our
assets associated with a change in the interest-rate
environment.
Although NIR in both NIR-at-risk and EVE
sensitivity is higher in response to increased interest
rates, the future principal flows from fixed-rate
103
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
investments are discounted for EVE, which results in
lower asset values and a corresponding reduction or
loss in EVE. As noted above, NIR-at-risk does not
analyze changes in the value of principal cash flows
and therefore does not experience the same
reduction experienced by EVE sensitivity associated
with discounting principal cash flows at higher rates.
Net Interest Revenue at Risk
NIR-at-risk is designed to estimate the potential
impact of changes in global market interest rates on
NIR in the short term. The impact of changes in
market rates on NIR is measured against a baseline
NIR which encompasses management's expectations
regarding the evolving balance sheet volumes and
interest rates in the near-term. The goal is to achieve
an acceptable level of NIR under various interest-rate
environments. Assumptions regarding levels of client
deposits and our ability to price these deposits under
various rate environments have a significant impact
on the results of the NIR simulations. Similarly, the
timing of cash flows from our investment portfolio,
especially option-embedded financial instruments like
mortgage-backed securities, and our ability to replace
these cash flows in line with management's
expectations, can affect the results of NIR
simulations.
The following table presents the estimated
exposure of our NIR for the next twelve months,
calculated as of the dates indicated, due to an
immediate and gradual +/-100-basis-point shift to our
internal forecast of global interest rates. We manage
our NIR sensitivity to limit declines to 15% or less
from baseline NIR. Estimated exposures presented
below are dependent on management's assumptions,
and do not reflect any additional actions management
may undertake in order to mitigate some of the
adverse effects of changes in interest rates on our
financial performance.
TABLE 41: NIR ESTIMATED EXPOSURE
Estimated Exposure to
Net Interest Revenue
(Dollars in
millions)
December 31,
2015
December 31,
2014
Rate change:
Exposure
% of
Base NIR
Exposure
% of
Base NIR
+100 bps shock
$
471
20.8% $
384
–100 bps shock
+100 bps ramp
–100 bps ramp
(181)
198
(96)
(8.0)
8.8
(4.2)
(328)
149
(192)
16.6%
(14.2)
6.5
(8.3)
As of December 31, 2015, NIR sensitivity to an
upward-100-basis-point shock to our internal forecast
of global interest rates, increased compared to such
sensitivity as of December 31, 2014, on a dollar
exposure basis as well as a percentage of twelve-
month forecasted base NIR, reflecting slower client
deposit repricing expectations in the twelve-month
forecast horizon beyond December 31, 2015. The
benefit to NIR of an upward-100-basis-point ramp is
less significant than a shock, since interest rates are
assumed to increase gradually.
NIR sensitivity to a downward-100-basis-point
shock to our internal forecast of global interest rates
as of December 31, 2015 decreased compared to
such sensitivity as of December 31, 2014 on a dollar
and percentage basis, primarily due to higher
expected deposit charges when rates decline.
December 31, 2015 NIR-at-risk sensitivities
incorporate additional charges on deposits as rates
decline to their floors compared to December 31,
2014 NIR-at-risk. A downward-100-basis-point shock
in global interest rates places pressure on NIR due to
declining deposit rates, providing limited funding relief
on the liability side, while many assets continue to re-
price in the lower-rate environment. The adverse
impact on projected NIR due to a downward-100-
basis-point ramp is less significant than a shock since
interest rates are assumed to decrease gradually,
thereby reducing the level of projected spread
compression experienced between assets and
liabilities over a twelve-month horizon.
Our baseline NIR incorporates an expectation
that short-term interest rates will begin to rise in
anticipation of central bank tightening of current
monetary policies. While this rise in rates benefits
our baseline NIR, it is detrimental to our NIR
sensitivity to a downward-100-basis-point shock, as
rising short-term interest rates allow asset yields to
re-price lower in a downward shock scenario than
previously, while deposits are still priced close to
natural floors.
Other important factors which affect the levels of
NIR are the size and mix of assets carried in our
consolidated statement of condition; interest-rate
spreads; the slope and interest-rate level of U.S. and
non-U.S. dollar yield curves and the relationship
between them; the pace of change in global market
interest rates; and management actions taken in
response to the preceding conditions.
Economic Value of Equity
EVE sensitivity measures changes in the market
value of equity to quantify potential losses to
shareholders due to an immediate +/-200-basis-point
rate shock compared to current interest-rate levels if
the balance sheet were liquidated immediately.
Management compares the change in EVE sensitivity
against State Street's aggregate tier 1 and tier 2 risk-
based capital, calculated in conformity with current
applicable regulatory requirements, to evaluate
whether the magnitude of the exposure to interest
rates is acceptable. Generally, a change resulting
from a +/-200-basis-point rate shock that is less than
20% of aggregate tier 1 and tier 2 capital is an
104
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
exposure that management deems acceptable. To
the extent that we manage changes in EVE sensitivity
within the 20% threshold, we would seek to take
action to remain below the threshold if the magnitude
of our exposure to interest rates approached that
limit.
Similar to NIR-at-risk measures, the timing of
cash flows affects EVE sensitivity, as changes in
asset and liability values under different rate
scenarios are dependent on when interest and
principal payments are received. In contrast to NIR
simulations, however, EVE sensitivity does not
incorporate assumptions regarding reinvestment of
these cash flows. In addition, our ability to price client
deposits has a much smaller impact on EVE
sensitivity, as EVE sensitivity does not consider the
ongoing benefit of investing client deposits.
The following table presents estimated EVE
exposures, calculated as of the dates indicated,
assuming an immediate and prolonged shift in global
interest rates, the impact of which would be spread
over a number of years.
TABLE 42: ESTIMATED EVE EXPOSURES
Estimated Sensitivity of
Economic Value of Equity
(Dollars in
millions)
December 31,
2015
December 31,
2014
Rate change:
Exposure
% of Tier 1/
Tier 2
Capital
Exposure
% of Tier 1/
Tier 2
Capital
+200 bps
shock
–200 bps
shock
$ (2,355)
(13.4)% $ (2,291)
(12.8)%
1,655
9.4
942
5.3
The dollar measure of EVE sensitivity exposure
to an upward-200-basis-point shock as of December
31, 2015 increased compared to December 31, 2014
while the dollar measure of EVE sensitivity to a
downward-200-basis-point shock as of December 31,
2015 improved compared to December 31, 2014. The
change in both EVE sensitivity measures was
primarily driven by investment portfolio activity.
EVE sensitivity exposure to an upward-200-
basis-point shock as of December 31, 2015, as a
percentage of the total of tier 1 and tier 2 regulatory
capital, increased compared to December 31, 2014.
EVE sensitivity to a downward-200-basis-point shock
as of December 31, 2015, as a percentage of the
total of tier 1 and tier 2 regulatory capital, improved
compared to December 31, 2014. These shifts were
primarily due to the previously mentioned changes in
the dollar measures of EVE sensitivity.
Model Risk Management
The use of quantitative models is widespread
throughout the financial services industry, with large
and complex organizations relying on sophisticated
models to support numerous aspects of their financial
decision making. The models contemporaneously
represent both a significant advancement in financial
management and a new source of risk. In large
banking organizations like State Street, model results
influence business decisions, and model failure could
have a harmful effect on our financial performance.
As a result, we manage model risk within a model risk
management framework.
Our model risk management program has three
principal components:
• A model risk governance program that
defines roles and responsibilities, including
the authority to restrict model usage, provides
policies and guidance, monitors compliance,
and reports regularly to the Board on the
overall degree of model risk across the
corporation;
• A model development process that focuses
on sound design and computational
accuracy, and includes activities designed to
test for robustness, stability, and sensitivity to
assumptions; and
• An independent model validation function
designed to verify that models are
conceptually sound, computationally
accurate, are performing as expected, and
are in line with their design objectives.
Governance
Models used in the regulatory capital calculation
can only be deployed for use after receiving a
satisfactory validation review and approval decision
from Model Risk Management.
ERM’s Model Risk Management group is
responsible for defining the corporate-wide model risk
governance framework, and maintains policies that
achieve the framework’s objectives. The team is
responsible for overall model risk governance
capabilities, with particular emphasis in the areas of
model validation, model risk reporting, model
performance monitoring, tracking of new model
development status, and committee-level review and
challenge.
MRC, which is composed of senior staff with
technical expertise, reports to MRAC, and provides
guidance and oversight to the Model Risk
Management function.
Model Development and Usage
Models are developed under standards
governing data sourcing, methodology selection and
model integrity testing. Model development includes a
statement of purpose to align development with
intended use. It also includes a comparison of
alternative approaches to promote a sound modeling
approach.
105
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Model developers conduct an assessment of
data quality and relevance. The development teams
conduct a variety of tests of the accuracy, robustness
and stability of each model.
Model owners submit models to the Model
Validation Group for validation on a regular basis, as
per existing policy.
Model Validation
MVG is part of Model Risk Management within
ERM and performs model validations. MVG is
independent, as contemplated by applicable bank
regulatory requirements, of both the developers and
users of the models. MVG validates models through
a review process that assesses the appropriateness,
accuracy, and suitability of data inputs,
methodologies, assumptions, and processing code.
Model validation also encompasses an assessment
of model performance, sensitivity, and robustness, as
well as a model’s potential limitations given its
particular assumptions or deficiencies. Based on the
results of its review, MVG issues a model use
decision and may require remedial actions and
compensating controls on model use. MVG also
maintains a model risk-rating system, which assigns a
risk rating to each model based on an assessment of
a model's inherent and residual risks. These ratings
aid in the understanding and reporting of model risk
across the model portfolio, and enable the triaging of
needs for remediation.
Although model validation is the primary method
of subjecting models to independent review and
challenge, in practice, a multi-step governance
process provides the opportunity for challenge by
multiple parties. First, MVG conducts model
validation and issues a model use decision that may
be accompanied by mandatory remedial actions and
compensating controls. Second, these decisions are
reviewed, challenged, and confirmed by the MRC.
Finally, model use decisions, risk ratings, and overall
levels of model risk are reported to and reviewed by
MRAC. MRM also reports regularly on model risk
issues to the Board.
Strategic Risk Management
We define strategic risk as the current or
prospective impact on earnings or capital arising from
adverse business decisions, improper implementation
of strategic initiatives, or lack of responsiveness to
industry-wide changes. Strategic risks are influenced
by changes in the competitive environment; decline in
market performance or changes in our business
activities; and the potential secondary impacts of
reputational risks, not already captured as market,
interest rate, credit, operational, model or liquidity
risks. We incorporate strategic risk into our
assessment of our business plans and risk and
capital management processes. Active management
of strategic risk is an integral component of all
aspects of our business.
Separating the effects of a potential material
adverse event into operational and strategic risk is
sometimes difficult. For instance, the direct financial
impact of an unfavorable event in the form of fines or
penalties would be classified as an operational risk
loss, while the impact on our reputation and
consequently the potential loss of clients and
corresponding decline in revenue would be classified
as a strategic risk loss. An additional example of
strategic risk is the integration of a major acquisition.
Failure to successfully integrate the operations of an
acquired business, and the resultant inability to retain
clients and the associated revenue, would be
classified as a loss due to strategic risk.
Strategic risk is managed with a long-term focus.
Techniques for its assessment and management
include the development of business plans, which are
subject to robust review and challenge from senior
management and the Board of Directors, as well as a
formal review and approval process for all new
business and product proposals. The potential
impact of the various elements of strategic risk is
difficult to quantify with any degree of precision. We
use a combination of historical earnings volatility,
scenario analysis, stress-testing and management
judgment to help assess the potential effect on State
Street attributable to strategic risk. Management and
control of strategic risks are generally the
responsibility of the business units, with oversight
from the control functions, as part of their overall
strategic planning and internal risk management
processes.
Capital
Managing our capital involves evaluating
whether our actual and projected levels of capital are
commensurate with our risk profile, are in compliance
with all applicable regulatory requirements, and are
sufficient to provide us with the financial flexibility to
undertake future strategic business initiatives. We
assess capital adequacy based on relevant regulatory
capital requirements, as well as our own internal
capital goals, targets and other relevant metrics.
Framework
Our objective with respect to management of our
capital is to maintain a strong capital base in order to
provide financial flexibility for our business needs,
including funding corporate growth and supporting
clients’ cash management needs, and to provide
protection against loss to depositors and creditors.
We strive to maintain an appropriate level of capital,
commensurate with our risk profile, on which an
attractive return to shareholders is expected to be
realized over both the short and long term, while
106
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
protecting our obligations to depositors and creditors
and complying with regulatory capital requirements.
Our capital management focuses on our risk
exposures, the regulatory requirements applicable to
us with respect to multiple capital measures, the
evaluations and resulting credit ratings of the major
independent rating agencies, our return on capital at
both the consolidated and line-of-business level, and
our capital position relative to our peers.
Assessment of our overall capital adequacy
includes the comparison of capital sources with
capital uses, as well as the consideration of the
quality and quantity of the various components of
capital. The assessment seeks to determine the
optimal level of capital and composition of capital
instruments to satisfy all constituents of capital, with
the lowest overall cost to shareholders. Other factors
considered in our assessment of capital adequacy
are strategic and contingency planning, stress testing
and planned capital actions.
Capital Adequacy Process
Our primary federal banking regulator is the
Federal Reserve. Both State Street and State Street
Bank are subject to the minimum regulatory capital
requirements established by the Federal Reserve and
defined in FDICIA. State Street Bank must exceed
the regulatory capital thresholds for “well capitalized”
in order for our parent company to maintain its status
as a financial holding company. Accordingly, one of
our primary goals with respect to capital management
is to exceed all applicable minimum regulatory capital
requirements and to be “well-capitalized” under the
PCA guidelines established by the FDIC. Our capital
management activities are conducted as part of our
corporate-wide CAP and associated Capital Policy
and guidelines.
We consider capital adequacy to be a key
element of our financial well-being, which affects our
ability to attract and maintain client relationships;
operate effectively in the global capital markets; and
satisfy regulatory, security holder and shareholder
needs. Capital is one of several elements that affect
our credit ratings and the ratings of our principal
subsidiaries.
In conformity with our Capital Policy and
guidelines, we strive to achieve and maintain specific
internal capital levels, not just at a point in time, but
over time and during periods of stress, to account for
changes in our strategic direction, evolving economic
conditions, and financial and market volatility. We
have developed and implemented a corporate-wide
CAP to assess our overall capital in relation to our
risk profile and to provide a comprehensive strategy
for maintaining appropriate capital levels. The CAP
considers material risks under multiple scenarios,
with an emphasis on stress scenarios, and
encompasses existing processes and systems used
to measure our capital adequacy.
Capital Contingency Planning
Contingency planning is an integral component
of capital management. The objective of contingency
planning is to monitor current and forecast levels of
select capital, liquidity and other measures that serve
as early indicators of a potentially adverse capital or
liquidity adequacy situation. These measures are
one of the inputs used to set our internal capital
adequacy level. We review these measures annually
for appropriateness and relevance in relation to our
financial budget and capital plan.
Stress Testing
We administer a robust State Street-wide stress-
testing program that executes multiple stress tests
each year to assess the institution’s capital adequacy
and/or future performance under adverse conditions.
Our stress testing program is structured around what
we determine to be the key risks incurred by State
Street, as assessed through a recurring material risk
identification process. The material risk identification
process represents a bottom-up approach to
identifying the institution’s most significant risk
exposures across all on- and off-balance sheet risk-
taking activities, including credit, market, liquidity,
interest rate, operational, fiduciary, business,
reputation, and regulatory risks. These key risks
serve as an organizing principle for much of our risk
management framework, as well as reporting,
including the “risk dashboard” provided to the Board.
Over the past few years, stress scenarios have
included a deep recession in the U.S., a break-up of
the Eurozone, a severe recession in China and an oil
shock precipitated by turmoil in the Middle East/North
Africa region.
In connection with the focus on our key risks,
each stress test incorporates idiosyncratic loss events
tailored to State Street‘s unique risk profile and
business activities. Due to the nature of our business
model and our consolidated statement of condition,
our risks differ from those of a traditional commercial
bank.
The Federal Reserve requires bank holding
companies with total consolidated assets of $50
billion or more, which includes State Street, to submit
a capital plan on an annual basis. The Federal
Reserve uses its annual CCAR process, which
incorporates hypothetical financial and economic
stress scenarios, to review those capital plans and
assess whether banking organizations have capital
planning processes that account for idiosyncratic
107
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
risks and provide for sufficient capital to continue
operations throughout times of economic and
financial stress. As part of its CCAR process, the
Federal Reserve assesses each organization’s
capital adequacy, capital planning process, and plans
to distribute capital, such as dividend payments or
stock purchase programs. Management and Board
risk committees review, challenge, and approve
CCAR results and assumptions before submission to
the Federal Reserve.
Through the evaluation of State Street’s capital
adequacy and/or future performance under adverse
conditions, the stress testing processes provide
important insights for capital planning, risk
management, and strategic decision-making at State
Street.
capital management rests with our Treasurer. The
Capital Planning group within Global Treasury is
responsible for the Capital Policy and guidelines,
development of the Capital Plan, the management of
global capital, capital optimization, and business unit
capital management.
MRAC provides oversight of our capital
management, our capital adequacy, our internal
targets and the expectations of the major
independent credit rating agencies. In addition,
MRAC approves our balance sheet strategy and
related activities. The Board’s RC assists the Board
in fulfilling its oversight responsibilities related to the
assessment and management of risk and capital. Our
Capital Policy is reviewed and approved annually by
the Board's RC.
Governance
Regulatory Capital
In order to support integrated decision making,
we have identified three management elements to aid
in the compatibility and coordination of our CAP:
• Risk Management - identification,
measurement, monitoring and forecasting of
different types of risk and their combined
impact on capital adequacy;
• Capital Management - determination of
optimal capital levels; and
• Business Management - strategic planning,
budgeting, forecasting, and performance
management.
We have a hierarchical structure supporting
appropriate committee review of relevant risk and
capital information. The ongoing responsibility for
We and our depository institution subsidiaries
are subject to the current U.S. Basel III minimum risk-
based capital and leverage ratio guidelines. The
Basel III final rule incorporates several multi-year
transition provisions for capital components and
minimum ratio requirements for common equity tier 1
capital, tier 1 capital and total capital. The transition
period started in January 2014 and will be completed
by January 1, 2019 which is concurrent with the full
implementation of the Basel III final rule in the U.S.
See "Supervision and Regulation" included under
Item 1, "Business" of this Form 10-K for discussion of
our capital and liquidity ratios, including minimum
ratios we are required to maintain.
The following table sets forth the transition to full implementation and the minimum risk-based capital ratio
requirements under the Basel III final rule. This does not include the potential imposition of an additional
countercyclical capital buffer.
TABLE 43: BASEL III FINAL RULES TRANSITION ARRANGEMENTS AND MINIMUM RISK-BASED CAPITAL RATIOS(1),(2)
Capital conservation buffer (Common Equity Tier 1)
—%
0.625%
1.250%
1.875%
2.500%
2015
2016
2017
2018
2019
G-SIB surcharge (CET1)(1)
Minimum common equity tier 1(3)
Minimum tier 1 capital(3)
Minimum total capital(3)
—
4.5
6.0
8.0
0.375
5.500
7.000
9.000
0.750
6.500
8.000
1.125
7.500
9.000
10.000
11.000
1.500
8.500
10.000
12.000
(1) As part of the G-SIB Surcharge final rule, the Federal Reserve published estimated G-SIB surcharges for the eight U.S. G-SIBs based on relevant data from
2012-2014 and the estimated resulting G-SIB surcharge for State Street is 1.5%. Including the 1.5% surcharge, State Street's minimum risk-based capital ratio
requirements, as of January 1, 2019 would be 8.5% for common equity tier 1, 10.0% for tier 1 capital and 12.0% for total capital.
(2) Minimum ratios shown above do not reflect the countercyclical buffer, currently set at zero by U.S. banking regulators.
(3) Minimum common equity tier 1 capital, minimum tier 1 capital and minimum total capital presented include the transitional capital conservation buffer as well as the
estimated transitional G-SIB surcharge.
108
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
The specific calculation of State Street's and
State Street Bank's risk-based capital ratios will
change as the provisions of the Basel III final rule
related to the numerator (capital) and denominator
(risk-weighted assets) are phased in, and as our risk-
weighted assets calculated using the advanced
approaches change due to potential changes in
methodology. These ongoing methodological
changes will result in differences in our reported
capital ratios from one reporting period to the next
that are independent of applicable changes to our
capital base, our asset composition, our off-balance
sheet exposures or our risk profile.
109
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
The following table presents the regulatory capital structure and related regulatory capital ratios for State Street and
State Street Bank as of the dates indicated. As a result of changes in the methodologies used to calculate our regulatory
capital ratios from period to period, as the provisions of the Basel III final rule are phased in, the ratios presented in the
table for each period are not directly comparable. Refer to the footnotes following the table.
TABLE 44: REGULATORY CAPITAL STRUCTURE AND RELATED REGULATORY CAPITAL RATIOS
State Street
State Street Bank
Basel III
Advanced
Approaches
December 31,
2015(1)
Basel III
Standardized
Approach
December 31,
2015(2)
Basel III
Advanced
Approaches
December 31,
2014(1)
Basel III
Transitional
Approach
December 31,
2014(3)
Basel III
Advanced
Approaches
December 31,
2015(1)
Basel III
Standardized
Approach
December 31,
2015(2)
Basel III
Advanced
Approaches
December 31,
2014(1)
Basel III
Transitional
Approach
December 31,
2014(3)
$
10,250
$
10,250
$
10,295
$
10,295
$
10,938
$
10,938
$
10,867
$
10,867
16,049
16,049
14,737
14,737
10,655
10,655
9,270
9,270
(1,422)
(6,457)
18,420
(5,927)
(60)
12,433
2,703
237
(109)
(1,422)
(6,457)
18,420
(5,927)
(60)
12,433
2,703
237
(109)
(642)
(5,158)
19,232
(5,869)
(36)
13,327
1,961
475
(145)
(642)
(5,158)
19,232
(5,869)
(36)
13,327
1,961
475
(145)
(1,230)
—
20,363
(5,631)
(85)
14,647
—
—
—
(1,230)
—
20,363
(5,631)
(85)
14,647
—
—
—
(536)
—
(536)
—
19,601
19,601
(5,577)
(128)
13,896
—
—
—
(5,577)
(128)
13,896
—
—
—
15,264
15,264
15,618
15,618
14,647
14,647
13,896
13,896
1,358
1,358
1,618
1,618
1,371
1,371
1,634
1,634
713
12
2
17,349
51,733
43,882
3,937
99,552
221,880
$
$
$
$
713
66
2
17,403
93,515
NA
2,378
95,893
221,880
$
$
$
$
475
—
4
17,715
66,874
35,866
5,087
107,827
247,740
$
$
$
$
475
—
4
17,715
87,502
NA
2,910
90,412
247,740
$
$
$
$
—
8
—
16,026
47,677
43,324
3,939
94,940
217,358
$
$
$
$
—
66
—
16,084
89,164
NA
2,378
91,542
217,358
$
$
$
$
—
—
—
15,530
59,836
35,449
5,048
100,333
243,549
$
$
$
$
—
—
—
$
$
$
$
15,530
84,433
NA
2,909
87,342
243,549
(Dollars in millions)
Common shareholders' equity:
Common stock and related
surplus
Retained earnings(8)
Accumulated other
comprehensive income (loss)
Treasury stock, at cost
Total(8)
Regulatory capital adjustments:
Goodwill and other intangible
assets, net of associated
deferred tax liabilities(4)
Other adjustments
Common equity tier 1 capital(8)
Preferred stock
Trust preferred capital securities
subject to phase-out from tier 1
capital
Other adjustments
Tier 1 capital(8)
Qualifying subordinated long-
term debt
Trust preferred capital securities
phased out of tier 1 capital
ALLL and other
Other adjustments
Total capital(8)
Risk-weighted assets:
Credit risk
Operational risk
Market risk(5)
Total risk-weighted assets
Adjusted quarterly average assets
Capital Ratios:(8)
Minimum
Requirements(6)
2015
Minimum
Requirements(7)
2014
Common
equity tier 1
capital
Tier 1 capital
Total capital
Tier 1
leverage
4.5%
4.0%
12.5%
13.0%
12.4%
14.7%
15.4%
16.0%
13.8%
15.9%
6.0
8.0
4.0
5.5
8.0
4.0
15.3
17.4
6.9
15.9
18.1
6.9
14.5
16.4
6.3
17.3
19.6
6.3
15.4
16.9
6.7
16.0
17.6
6.7
13.8
15.5
5.7
15.9
17.8
5.7
NA: Not applicable.
(1) Common equity tier 1 capital, tier 1 capital and total capital ratios as of December 31, 2015 and December 31, 2014 were calculated in conformity with the advanced approaches provisions of
the Basel III final rule. Tier 1 leverage ratio as of December 31, 2015 and December 31, 2014 were calculated in conformity with the Basel III final rule.
(2) Common equity tier 1 capital, tier 1 capital and total capital ratios as of December 31, 2015 were calculated in conformity with the standardized approach provisions of the Basel III final rule.
Tier 1 leverage ratio as of December 31, 2015 was calculated in conformity with the Basel III final rule.
(3) Common equity tier 1 capital, tier 1 capital, total capital and tier 1 leverage ratios as of December 31, 2014 were calculated in conformity with the transitional provisions of the Basel III final
rule. Specifically, these ratios reflect common equity tier 1, tier 1 and total capital (the numerator) calculated in conformity with the provisions of the Basel III final rule, and total risk-weighted
assets or, with respect to the tier 1 leverage ratio, quarterly average assets (in both cases, the denominator), calculated in conformity with the provisions of Basel I.
(4) Amounts for State Street and State Street Bank as of December 31, 2015 consisted of goodwill, net of associated deferred tax liabilities, and 40% of other intangible assets, net of associated
deferred tax liabilities. Amounts for State Street and State Street Bank as of December 31, 2014 consisted of goodwill, net of deferred tax liabilities and 20% of other intangible assets, net of
associated deferred tax liabilities. Intangible assets, net of associated deferred tax liabilities is phased in as a deduction from capital, in conformity with the Basel III final rule.
(5) Market risk risk-weighted assets reported in conformity with the Basel III advanced approaches included a CVA which reflected the risk of potential fair-value adjustments for credit risk
reflected in our valuation of over-the-counter derivative contracts. The CVA was not provided for in the final market risk capital rule; however, it was required by the advanced approaches
provisions of the Basel III final rule. State Street used the simple CVA approach in conformity with the Basel III advanced approaches.
(6) Minimum requirements will be phased in up to full implementation beginning on January 1, 2019; minimum requirements listed are as of December 31, 2015. See Table 43: Basel III Final
Rules Transition Arrangements and Minimum Risk Based Capital Ratios.
(7) Minimum requirements will be phased in up to full implementation beginning on January 1, 2019; minimum requirements listed are as of December 31, 2014. See Table 43: Basel III Final
Rules Transition Arrangements and Minimum Risk Based Capital Ratios.
(8) Amounts for 2014 reflect adjustments related to certain expenses billed to our asset servicing clients as more fully described in Note 1 to the consolidated financial statements included under
Item 8 of this Form 10-K.
110
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
The regulatory capital ratios for State Street and
State Street Bank as of December 31, 2015,
presented in Table 44: Regulatory Capital Structure
and Related Regulatory Capital Ratios, differ from
such ratios as of December 31, 2014 for reasons
beyond changes to our capital base, our asset
composition, our off-balance sheet exposures or our
risk profile. The December 31, 2015 ratios reflect a
different set of methodologies required by applicable
regulators to calculate capital and total risk-weighted
assets from those utilized to calculate the
December 31, 2014 ratios. As a result, the ratios
presented in the table for each period are not directly
comparable.
As of January 1, 2015 we used the standardized
provisions of the Basel III final rule in addition to the
advanced approaches provisions which were
previously implemented in the second quarter of
2014, and the lower of our regulatory capital ratios
calculated under the advanced approaches and those
ratios calculated under the standardized approach
are applied in the assessment of our capital
adequacy for regulatory capital purposes. Beginning
in the second quarter of 2014, until January 1, 2015,
we used the advanced approaches provisions in the
Basel III final rule, and transitional provisions of the
Basel III final rule, and the lower of our regulatory
capital ratios calculated under the advanced
approaches and those ratios calculated under the
transitional provisions were applied in the
assessment of our capital adequacy for regulatory
capital purposes. Prior to the second quarter of 2014,
we used the provisions of Basel I to calculate our risk-
weighted assets.
State Street's common equity tier 1 capital
decreased $894 million as of December 31, 2015
compared to December 31, 2014, as a result of
purchases by us of our common stock of
approximately $1.52 billion, declarations of common
and preferred stock dividends of $666 million, the
strengthening U.S. dollar's effect on accumulated
other comprehensive income, and the impact of the
phase-in provisions of the Basel III final rule related to
other intangible assets, partially offset by the positive
effect of year-to-date net income. Over the same
period, State Street's tier 1 capital decreased $354
million, total capital decreased $366 million under
advanced approaches and total capital decreased
$312 million under standardized approach. Our tier 1
capital and total capital decreased by less than
common equity tier 1 capital over the same period, as
the net decrease to common equity tier 1 capital was
largely offset by the positive effects on tier 1 capital
and total capital of the issuance of $750 million of
preferred stock in the second quarter of 2015. State
Street Bank's tier 1 capital increased $750 million,
and total capital increased $495 million and $553
million under the advanced and standardized
approaches, respectively, as of December 31, 2015,
compared to December 31, 2014, the result of year-
to-date net income, partially offset by the previously-
described impact to accumulated other
comprehensive income and phase-in provisions of
the Basel III final rule related to other intangible
assets.
111
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
The table below presents a roll-forward of
common equity tier 1 capital, tier 1 capital and total
capital for the years ended December 31, 2015 and
2014.
The following table presents a roll-forward of the
Basel III advanced approaches risk-weighted assets
for the year ended December 31, 2015 and six
months ended December 31, 2014.
TABLE 45: CAPITAL ROLL-FORWARD
State Street
Basel III
Advanced
Approaches
December 31,
2015
Basel III
Standardized
Approach
December 31,
2015
Twelve
Months
Ended
December 31,
2014
(In millions)
Common equity tier 1
capital:
Common equity tier 1 capital
balance, beginning of period(1) $
13,327
$
13,327
$
12,252
Net income(1)
Changes in treasury stock,
at cost
Dividends declared
Goodwill and other
intangible assets, net of
associated deferred tax
liabilities
Effect of certain items in
accumulated other
comprehensive income
(loss)
Other adjustments
Changes in common equity
tier 1 capital
Common equity tier 1 capital
balance, end of period(1)
Additional tier 1 capital:
Tier 1 capital balance,
beginning of period(1)
Change in common equity
tier 1 capital
Net issuance of preferred
stock
Trust preferred capital
securities phased out of
tier 1 capital
Other adjustments
Changes in tier 1 capital
Tier 1 capital balance, end of
period(1)
Tier 2 capital:
Tier 2 capital balance,
beginning of period
Net issuance and changes
in long-term debt
qualifying as tier 2
Trust preferred capital
securities phased into tier
2 capital
Changes in ALLL and
other
Change in other
adjustments
Changes in tier 2 capital
Tier 2 capital balance, end of
period
Total capital:
Total capital balance,
beginning of period(1)
Changes in tier 1 capital
Changes in tier 2 capital
Total capital balance, end of
period(1)
1,980
(1,299)
(666)
1,980
(1,299)
(666)
2,022
(1,465)
(551)
(58)
(58)
1,874
(780)
(71)
(894)
(780)
(71)
(894)
(857)
52
1,075
12,433
12,433
13,327
15,618
15,618
13,693
(894)
742
(238)
36
(354)
(894)
742
(238)
36
(354)
1,075
1,470
(475)
(145)
1,925
15,264
15,264
15,618
2,097
2,097
1,892
(260)
(260)
(300)
238
12
(2)
(12)
238
66
(2)
42
475
—
30
205
2,085
2,139
2,097
17,715
17,715
(354)
(12)
(354)
42
15,585
1,925
205
$
17,349
$
17,403
$
17,715
(1)Amounts for 2014 reflect adjustments related to certain expenses billed to
our asset servicing clients as more fully described in Note 1 to the
consolidated financial statements included under Item 8 of this Form 10-K.
TABLE 46: ADVANCED APPROACHES RWA ROLL-
FORWARD
(In millions)
State Street
December 31,
2015
December 31,
2014
Total risk-weighted assets, beginning
of period
$
107,827
$
111,015
Changes in credit risk-weighted assets
Net increase (decrease) in
investment securities-wholesale
Net increase (decrease) in loans and
leases
Net increase (decrease) in
securitization exposures
Net increase (decrease) in repo-style
transaction exposures
Net increase (decrease) in OTC
derivatives exposures
Net increase (decrease) in all other(1)
Net increase (decrease) in credit risk-
weighted assets
Net increase (decrease) in credit
valuation adjustment
Net increase (decrease) in market risk-
weighted assets
Net increase (decrease) in operational
risk-weighted assets
Total risk-weighted assets, end of
period
597
(944)
(1,082)
1,381
(9,569)
(5,949)
842
(1,317)
(4,750)
99
444
888
(15,141)
(4,219)
(618)
(532)
8,016
(80)
1,230
(119)
$
99,552
$
107,827
(1) Includes assets not in a definable category, non-material portfolio, other
wholesale, cash and due from, and interest-bearing deposits with banks,
securities financing exposures, equity exposures, over-the-counter
derivatives, and 6% credit risk supervisory charge.
As of December 31, 2015, total advanced
approaches risk-weighted assets decreased $8.28
billion compared to December 31, 2014, primarily the
result of a reduction in credit risk due to sales,
maturities and pay-downs of the securitized
investment portfolio and the subsequent reinvestment
in HQLA, a decrease associated with the usage of the
alternative modified look through approach for
investments in investment funds, and a decline in
over the counter foreign exchange derivatives mainly
due to a decrease in volumes and the addition of new
netting agreements. The decreases were partially
offset by an $8.02 billion increase in operational risk
which reflects adjustments to the model inputs.
As of December 31, 2014, total risk-weighted
assets decreased from June 30, 2014 balances
primarily due to lower credit risk-weighted assets,
partially offset by an increase in market risk-
equivalent risk-weighted assets. The increase in
market risk-equivalent risk weighted assets resulted
from the increase in the sixty-day moving average of
our stressed VaR-based measure. Our stressed
VaR-based measure was impacted by the extension
112
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
of the tenor of FX swaps by Global Treasury designed
to improve our liquidity position. The decrease in
credit risk-weighted assets primarily related to sales,
maturities and pay-downs of both wholesale and
securitized investments, partially offset by an
increase in loan activity.
The following table presents a roll-forward of the
Basel III standardized approach risk-weighted assets
for the year ended December 31, 2015.
TABLE 47: STANDARDIZED APPROACH RWA ROLL-
FORWARD
(In millions)
Total estimated risk-weighted assets, beginning of
period (1)
Changes in credit risk-weighted assets:
Net increase (decrease) in investment securities-
wholesale
Net increase (decrease) in loans and leases
Net increase (decrease) in securitization exposures
Net increase (decrease) in repo-style transaction
exposures
Net increase (decrease) in OTC derivatives
exposures
Net increase (decrease) in all other(2)
Net increase (decrease) in credit risk-weighted assets
Net increase (decrease) in market risk-weighted
assets
State Street
Twelve Months
Ended
December 31,
2015
$
125,011
(2,579)
(539)
(9,569)
(7,535)
(4,007)
(4,357)
(28,586)
(532)
Total risk-weighted assets, end of period
$
95,893
(1) Standardized approach risk-weighted assets as of December 31, 2014
were calculated using State Street’s estimates, based on our then current
interpretation of the Basel III final rule.
(2) Includes assets not in a definable category, cleared transactions, other
wholesale, cash and due from, and interest-bearing deposits with banks and
equity exposures.
As of December 31, 2015, total standardized
approach risk-weighted assets decreased $29.12
billion compared to December 31, 2014, primarily the
result of a reduction in credit risk due to sales,
maturities and pay-downs of both securitized and
wholesale investment portfolio and the subsequent
reinvestment in HQLA, a decrease in securities
financing exposure, a decrease associated with the
usage of the alternative modified look through
approach for investments in investment funds and a
decline in over the counter foreign exchange
derivatives primarily due to a decrease in volumes
and the addition of new netting agreements.
The regulatory capital ratios as of December 31,
2015, presented in Table 44: Regulatory Capital
Structure and Related Regulatory Capital Ratios, are
calculated under the standardized approach and
advanced approaches in conformity with the Basel III
final rule. The advanced approaches-based ratios
(actual and estimated pro forma) reflect calculations
and determinations with respect to our capital and
related matters as of December 31, 2015, based on
State Street and external data, quantitative formulae,
statistical models, historical correlations and
assumptions, collectively referred to as “advanced
systems,” in effect and used by State Street for those
purposes as of the time we first reported such ratios
in a quarterly report on Form 10-Q. Significant
components of these advanced systems involve the
exercise of judgment by us and our regulators, and
our advanced systems may not, individually or
collectively, precisely represent or calculate the
scenarios, circumstances, outputs or other results for
which they are designed or intended.
Due to the influence of changes in these
advanced systems, whether resulting from changes in
data inputs, regulation or regulatory supervision or
interpretation, State Street-specific or market
activities or experiences or other updates or factors,
we expect that our advanced systems and our capital
ratios calculated in conformity with the Basel III final
rule will change and may be volatile over time, and
that those latter changes or volatility could be material
as calculated and measured from period to period.
Models implemented under the Basel III final rule,
particularly those implementing the advanced
approaches, remain subject to regulatory review and
approval. The full effects of the Basel III final rule on
State Street and State Street Bank are therefore
subject to further evaluation and also to further
regulatory guidance, action or rule-making.
Estimated Basel III Fully Phased-in Capital Ratios
Table 48: Regulatory Capital Structure and
Related Regulatory Capital Ratios - State Street and
Table 49: Regulatory Capital Structure and Related
Regulatory Capital Ratios - State Street Bank present
our capital ratios for State Street and State Street
Bank as of December 31, 2015, calculated in
conformity with the advanced approaches provisions
and standardized approach of the Basel III final rule
on an estimated, pro forma basis under the fully
phased-in provisions of the Basel III final rule. Pro
forma fully phased-in capital ratios calculated in
accordance with both approaches as of
December 31, 2015, are preliminary estimates, based
on our present interpretations of the Basel III final rule
as applied to our businesses and operations as of
December 31, 2015.
113
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
TABLE 48: REGULATORY CAPITAL STRUCTURE AND RELATED REGULATORY CAPITAL RATIOS - STATE STREET
Basel III
Advanced
Approaches
Phase-In
Provisions
Basel III
Advanced
Approaches
Fully
Phased-In
Pro-Forma
Estimate(1)
Basel III
Standardized
Approach
Phase-In
Provisions
Basel III
Standardized
Approach
Fully
Phased-In
Pro-Forma
Estimate(1)
$
18,420
$
(21)
$
18,399
$
18,420
$
(21)
$
18,399
(5,927)
(60)
(818)
(90)
(6,745)
(150)
(5,927)
(60)
(818)
(90)
(6,745)
(150)
12,433
(929)
11,504
12,433
(929)
11,504
2,703
—
2,703
2,703
—
2,703
237
(109)
2,831
15,264
(237)
90
(147)
(1,076)
—
(19)
2,684
14,188
237
(109)
2,831
15,264
(237)
90
(147)
(1,076)
1,358
713
12
2
2,085
17,349
99,552
221,880
246,857
$
$
—
132
—
(2)
130
(946)
(406)
(545)
(545)
$
$
1,358
1,358
845
12
—
$
$
2,215
16,403
99,146
221,335
246,312
713
66
2
$
$
2,139
17,403
95,893
221,880
246,857
$
$
—
132
—
(2)
130
(946)
(382)
(545)
(545)
—
(19)
2,684
14,188
1,358
845
66
—
$
$
2,269
16,457
95,511
221,335
246,312
Minimum
Requirement
Including
Capital
Conservation
Buffer of 2.5%
and G-SIB 1.5%
2019
8.5%
10.0
12.0
NA
NA
Minimum
Requirement
2015
Minimum
Requirement
2019
4.5%
4.5%
6.0
8.0
4.0
NA
6.0
8.0
4.0
5.0
12.5%
15.3
17.4
6.9
6.2
11.6%
13.0%
14.3
16.5
6.4
5.8
15.9
18.1
6.9
6.2
12.0%
14.9
17.2
6.4
5.8
December 31, 2015
(Dollars in millions)
Total common
shareholders' equity
Regulatory capital
adjustments:
Goodwill and other
intangible assets, net of
associated deferred tax
liabilities
Other adjustments
Common equity tier 1
capital
Additional tier 1 capital:
Preferred stock
Trust preferred capital
securities
Other adjustments
Additional tier 1 capital
Tier 1 capital
Tier 2 capital:
Qualifying subordinated
long-term debt
Trust preferred capital
securities
ALLL and other
Other
Tier 2 capital
Total capital
Risk weighted assets
Adjusted average assets
Total assets for SLR
Capital ratios(2):
Common equity tier 1
capital(3)
Tier 1 capital
Total capital
Tier 1 leverage
Supplementary leverage
NA: Not applicable.
(1) As of December 31, 2015, represents State Street's estimates calculated in conformity with the fully phased-in provisions of the Basel III Final rule for both Basel III
advanced and standardized approaches, based on our current interpretations of the Basel III final rule as applied to our businesses and operations as of December
31, 2015.
(2) Common equity tier 1 ratio is calculated by dividing common equity tier 1 capital (numerator) by risk-weighted assets (denominator); tier 1 capital ratio is calculated
by dividing tier 1 capital (numerator) by risk-weighted assets (denominator); total capital ratio is calculated by dividing total capital (numerator) by risk-weighted assets
(denominator); tier 1 leverage ratio is calculated by dividing tier 1 capital (numerator) by adjusted average assets (denominator); and supplementary leverage ratio, or
SLR, is calculated by dividing tier 1 capital (numerator) by total assets for SLR (denominator).
(3) Common equity tier 1 ratios were calculated in conformity with the provisions of the Basel III final rule; refer to Table 44: Regulatory Capital Structure and Related
Regulatory Capital Ratios.
114
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
TABLE 49: REGULATORY CAPITAL STRUCTURE AND RELATED REGULATORY CAPITAL RATIOS - STATE STREET BANK
December 31, 2015
(Dollars in millions)
Total common
shareholders' equity
Regulatory capital
adjustments:
Goodwill and other
intangible assets, net of
associated deferred tax
liabilities
Other adjustments
Common equity tier 1
capital
Additional tier 1 capital:
Preferred stock
Trust preferred capital
securities
Other adjustments
Additional tier 1 capital
Tier 1 capital
Tier 2 capital:
Qualifying subordinated
long-term debt
Trust preferred capital
securities
ALLL and other
Other
Tier 2 capital
Total capital
Risk weighted assets
Adjusted average assets
Total assets for SLR
Basel III
Advanced
Approaches
Phase-In
Provisions
Basel III
Advanced
Approaches
Fully
Phased-In
Pro-Forma
Estimate(1)
Basel III
Standardized
Approach
Phase-In
Provisions
Basel III
Standardized
Approach
Fully
Phased-In
Pro-Forma
Estimate(1)
$
20,363
$
(9)
$
20,354
$
20,363
$
(9)
$
20,354
(5,631)
(85)
(769)
—
(6,400)
(85)
(5,631)
(85)
(769)
—
(6,400)
(85)
14,647
(778)
13,869
14,647
(778)
13,869
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
14,647
(778)
13,869
14,647
(778)
13,869
1,371
—
8
—
1,379
—
—
—
—
—
1,371
1,371
—
8
—
—
66
—
1,379
1,437
—
—
—
—
—
1,371
—
66
—
1,437
$
$
16,026
94,940
217,358
242,200
$
$
(778)
(860)
(500)
(500)
$
$
15,248
94,080
216,858
241,700
$
$
16,084
91,542
217,358
242,200
$
$
(778)
(812)
(500)
(500)
$
$
15,306
90,730
216,858
241,700
Capital ratios(2):
Common equity tier 1
capital(3)
Tier 1 capital
Total capital
Tier 1 leverage
Supplementary leverage
Minimum
Requirement
2015
Minimum
Requirement
2019
4.5%
4.5%
6.0
8.0
4.0
NA
6.0
8.0
4.0
6.0
Minimum
Requirement
Including
Capital
Conservation
Buffer of 2.5%
and G-SIB 1.5%
2019
8.5%
10.0
12.0
NA
NA
15.4%
15.4
16.9
6.7
6.0
14.7%
16.0%
14.7
16.2
6.4
5.7
16.0
17.6
6.7
6.0
15.3%
15.3
16.9
6.4
5.7
NA: Not applicable.
(1) As of December 31, 2015, represents State Street Bank's estimates calculated in conformity with the fully phased-in provisions of the Basel III Final rule for both
Basel III advanced and standardized approaches, based on our current interpretations of the Basel III final rule as applied to our businesses and operations as of
December 31, 2015.
(2) Common equity tier 1 capital ratio is calculated by dividing common equity tier 1 capital (numerator) by risk-weighted assets (denominator); tier 1 capital ratio is
calculated by dividing tier 1 capital (numerator) by risk-weighted assets (denominator); total capital ratio is calculated by dividing total capital (numerator) by risk-
weighted assets (denominator); tier 1 leverage ratio is calculated by dividing tier 1 capital (numerator) by adjusted average assets (denominator); and supplementary
leverage ratio is calculated by dividing tier 1 capital (numerator) by total assets for SLR (denominator).
(3) Common equity tier 1 ratios were calculated in conformity with the provisions of the Basel III final rule; refer to Table 44: Regulatory Capital Structure and Related
Regulatory Capital Ratios.
115
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Fully phased-in pro-forma estimates of common
Supplementary Leverage Ratio
shareholders' equity include 100% of accumulated
other comprehensive income, including accumulated
other comprehensive income attributable to available-
for-sale securities, cash flow hedges and defined
benefit pension plans. Fully phased-in pro-forma
estimates of common equity tier 1 capital reflect
100% of applicable deductions, including but not
limited to, intangible assets net of deferred tax
liabilities. As of December 31, 2015, tier 1 capital
includes 25% of trust preferred capital securities and
the remaining 75% is included in tier 2 capital. Fully
phased-in tier 1 capital reflects the transition of trust
preferred capital securities from tier 1 capital to tier 2
capital. For both Basel III advanced and
standardized approaches, fully phased-in pro-forma
estimates of risk-weighted assets reflect the exclusion
of intangible assets, offset by additions related to
non-significant equity exposures and deferred tax
assets related to temporary differences.
Estimated pro forma fully phased-in
supplementary leverage ratios as of December 31,
2015 are preliminary estimates by State Street, and
are calculated based on our current interpretations of
the SLR final rule and as applied to our businesses
and operations as of December 31, 2015.
Refer to "Supervision and Regulation" included
under Item 1, "Business" of this Form 10-K for
additional details regarding the SLR.
TABLE 50: SUPPLEMENTARY LEVERAGE RATIO
December 31, 2015
(Dollars in millions)
State Street:
Tier 1 capital
On- and off-balance sheet
leverage exposure
Less: regulatory deductions
Transitional
SLR
Phase-In
Provisions
Fully
Phased-in
Pro Forma
SLR
Estimate
$
15,264
$ (1,076)
$
14,188
252,752
(5,895)
—
(545)
252,752
(6,440)
Global Systemically Important Bank
Total assets for SLR
$
246,857
$ (545)
$
246,312
We are designated as a large bank holding
company subject to enhanced supervision and
prudential standards, commonly referred to as a
“systemically important financial institution,” or SIFI,
and we are one among a group of 30 institutions
worldwide that have been identified by the FSB and
the BCBS as G-SIBs. Our designation as a G-SIB
will require us to maintain an additional capital buffer
above the Basel III final rule minimum common equity
tier 1 capital ratio of 4.5%, based on a number of
factors, as evaluated by banking regulators. See
further discussion of the G-SIB surcharge within
"Supervision and Regulation" included under Item 1,
"Business" of this Form 10-K.
Capital Actions
Preferred Stock
Supplementary leverage
ratio
State Street Bank:
6.2%
(0.4)%
5.8%
Tier 1 capital
$
14,647
$ (778)
$
13,869
On- and off-balance sheet
leverage exposure
Less: regulatory deductions
247,737
(5,537)
—
(500)
247,737
(6,037)
Total assets for SLR
$
242,200
$ (500)
$
241,700
Supplementary leverage
ratio
6.0%
(0.3)%
5.7%
The following table summarizes selected terms of each of the series of the preferred stock issued and
outstanding:
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
Series D
Series E
Series F
August 2012
20,000,000
1/4,000th
$
100,000
$
February 2014
30,000,000
November 2014
30,000,000
May 2015
750,000
1/4,000th
1/4,000th
1/100th
100,000
100,000
100,000
$
25
25
25
1,000
488 September 15, 2017
742 March 15, 2024
728 December 15, 2019
742 September 15, 2020
(1) On the redemption date, or any dividend declaration date thereafter, the preferred stock and corresponding depositary shares may be redeemed by us, in whole or in part, at the liquidation
price per share and liquidation price per depositary share plus any declared and unpaid dividends, without accumulation of any undeclared dividends.
(2) The preferred stock and corresponding depositary shares may be redeemed at our option in whole, but not in part, prior to the redemption date upon the occurrence of a regulatory capital
treatment event, as defined in the certificate of designation, at a redemption price equal to the liquidation price per share and liquidation price per depositary share plus any declared and unpaid
dividends, without accumulation of any undeclared dividends.
116
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
The following table presents the dividends declared for each of the series of preferred stock issued and
outstanding for the periods indicted:
TABLE 52: PREFERRED STOCK DIVIDENDS
Preferred Stock:
Series C
Series D
Series E
Series F
Total
Dividends Declared
$
5,250
$
5,900
6,333
1,663
Years Ended December 31,
2015
Dividends
Declared per
Depositary
Share
Total (in
millions)
Dividends
Declared
2014
Dividends
Declared per
Depositary
Share
Total (in
millions)
1.32
1.48
1.60
16.63
$
$
$
26
44
48
12
130
$
5,252
4,605
—
—
1.32
1.15
—
—
$
$
26
35
—
—
61
In January 2016, we declared dividends on our Series C, D, E, and F preferred stock of approximately $1,313,
$1,475, $1,500 and $2,625, respectively, per share, or approximately $0.33, $0.37, $0.38 and $26.5, respectively,
per depositary share. These dividends total approximately $7 million, $11 million, $11 million and $20 million on our
Series C, D, E, and F preferred stock, respectively, which will be paid in March 2016.
Common Stock
In March 2015, we received the results of the Federal Reserve's review of our 2015 capital plan in connection
with its 2015 annual CCAR process. The Federal Reserve did not object to the capital actions we proposed in our
2015 capital plan and in March 2015 our Board approved a common stock purchase program authorizing the
purchase of up to $1.8 billion of our common stock through June 30, 2016 (the 2015 Program). In March 2014, the
Board approved the previous program (the 2014 Program) that authorized stock purchases through March 2015.
The table below presents the activities under each program during the year ended December 31, 2015.
TABLE 53: SHARES REPURCHASED
Year Ended December 31, 2015
Amount Authorized
(in billions)
Shares Purchased
(in millions)
Average Cost
per Share
Total Purchased
(in millions)
Amount Remaining
Under the Program
(in millions)
$
1.8
1.7
14.2
$
6.3
20.5
$
73.72
$
74.88
74.07
$
1,050
$
470
1,520
780
—
2015 Program
2014 Program
Total
The table below presents the dividends declared
on common stock for the periods indicated:
TABLE 54: COMMON STOCK DIVIDENDS
Years Ended December 31,
Dividends
Declared
per Share
Total (in
millions)
Dividends
Declared
per Share
Total (in
millions)
2015
2014
Common
Stock
$
1.32
$
536
$
1.16
$
490
Federal and state banking regulations place
certain restrictions on dividends paid by subsidiary
banks to the parent holding company. In addition,
banking regulators have the authority to prohibit bank
holding companies from paying dividends.
Information concerning limitations on dividends from
our subsidiary banks is provided in “Related
Stockholder Matters” included under Item 5, and in
Note 15 to the consolidated financial statements,
included under Item 8 of this Form 10-K.
Stock purchases may be made using various
types of mechanisms, including open market
purchases or transactions off market, and may be
made under Rule 10b5-1 trading programs. The
timing of stock purchases, types of transactions and
number of shares purchased will depend on several
factors, including, market conditions and State
Street’s capital positions, its financial performance
and investment opportunities. The common stock
purchase program does not have specific price
targets and may be suspended at any time.
OFF-BALANCE SHEET ARRANGEMENTS
On behalf of clients enrolled in our securities
lending program, we lend securities to banks, broker/
dealers and other institutions. In most circumstances,
we indemnify our clients for the fair market value of
117
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
those securities against a failure of the borrower to
return such securities. Though these transactions are
collateralized, the substantial volume of these
activities necessitates detailed credit-based
underwriting and monitoring processes. The
aggregate amount of indemnified securities on loan
totaled $320.44 billion as of December 31, 2015,
compared to $349.77 billion as of December 31,
2014. We require the borrower to provide collateral in
an amount in excess of 100% of the fair market value
of the securities borrowed. We hold the collateral
received in connection with these securities lending
services as agent, and the collateral is not recorded
in our consolidated statement of condition. We
revalue the securities on loan and the collateral daily
to determine if additional collateral is necessary or if
excess collateral is required to be returned to the
borrower. We held, as agent, cash and securities
totaling $335.42 billion and $364.41 billion as
collateral for indemnified securities on loan as of
December 31, 2015 and December 31, 2014,
respectively.
The cash collateral held by us as agent is
invested on behalf of our clients. In certain cases, the
cash collateral is invested in third-party repurchase
agreements, for which we indemnify the client against
loss of the principal invested. We require the
counterparty to the indemnified repurchase
agreement to provide collateral in an amount in
excess of 100% of the amount of the repurchase
agreement. In our role as agent, the indemnified
repurchase agreements and the related collateral
held by us are not recorded in our consolidated
statement of condition. Of the collateral of $335.42
billion and $364.41 billion, referenced above, $63.06
billion and $85.31 billion was invested in indemnified
repurchase agreements as of December 31, 2015
and December 31, 2014, respectively. We or our
agents held $67.02 billion and $90.82 billion as
collateral for indemnified investments in repurchase
agreements as of December 31, 2015 and
December 31, 2014, respectively.
Additional information about our securities
finance activities and other off-balance sheet
arrangements is provided in Notes 10 and 12 to the
consolidated financial statements included under Item
8 of this Form 10-K.
SIGNIFICANT ACCOUNTING ESTIMATES
Our consolidated financial statements are
prepared in conformity with U.S. GAAP, and we apply
accounting policies that affect the determination of
amounts reported in the consolidated financial
statements. Additional information on our significant
accounting policies, including references to applicable
footnotes, is provided in Note 1 to the consolidated
financial statements included under Item 8 of this
Form 10-K.
Certain of our accounting policies, by their
nature, require management to make judgments,
involving significant estimates and assumptions,
about the effects of matters that are inherently
uncertain. These estimates and assumptions are
based on information available as of the date of the
consolidated financial statements, and changes in
this information over time could materially affect the
amounts of assets, liabilities, equity, revenue and
expenses reported in subsequent consolidated
financial statements.
Based on the sensitivity of reported financial
statement amounts to the underlying estimates and
assumptions, the more significant accounting policies
applied by State Street have been identified by
management as those associated with recurring fair-
value measurements, OTTI of investment securities,
impairment of goodwill and other intangible assets,
and contingencies. These accounting policies require
the most subjective or complex judgments, and
underlying estimates and assumptions could be most
subject to revision as new information becomes
available. An understanding of the judgments,
estimates and assumptions underlying these
accounting policies is essential in order to understand
our reported consolidated results of operations and
financial condition.
The following is a discussion of the above-
mentioned significant accounting estimates.
Management has discussed these significant
accounting estimates with the E&A Committee of the
Board.
Fair-Value Measurements
We carry certain of our financial assets and
liabilities at fair value in our consolidated financial
statements on a recurring basis, including trading
account assets, AFS investment securities and
derivative instruments.
Changes in the fair value of these financial
assets and liabilities are recorded either as
components of our consolidated statement of income,
or as components of other comprehensive income
within shareholders' equity in our consolidated
118
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
statement of condition. In addition to those financial
assets and liabilities that we carry at fair value in our
consolidated financial statements on a recurring
basis, we estimate the fair values of other financial
assets and liabilities that we carry at amortized cost in
our consolidated statement of condition, and we
disclose these fair value estimates in the notes to our
consolidated financial statements. We estimate the
fair values of these financial assets and liabilities
using the definition of fair value described below.
As of December 31, 2015, approximately $75.70
billion of our financial assets and approximately $4.23
billion of our financial liabilities were carried at fair
value on a recurring basis, compared to $103.77
billion and $6.31 billion, respectively, as of
December 31, 2014. The amounts as of
December 31, 2015 represented approximately 31%
of our consolidated total assets and approximately
2% of our consolidated total liabilities, compared to
38% and 2%, respectively, as of December 31, 2014.
The decrease in the relative percentage of
consolidated total assets as of December 31, 2015
compared to 2014 mainly reflects a decline in the
investment securities portfolio, associated with a
lower level of purchases in 2015 compared to 2014,
and an increase in interest-bearing deposits with
banks, the result of the continued elevated level of
client deposits. Additional information with respect to
the assets and liabilities carried by us at fair value on
a recurring basis is provided in Note 2 to the
consolidated financial statements included under
Item 8 of this Form 10-K.
U.S. GAAP defines fair value as the price that
would be received to sell an asset or paid to transfer
a liability in the principal or most advantageous
market for an asset or liability in an orderly
transaction between market participants on the
measurement date. When we measure fair value for
our financial assets and liabilities, we consider the
principal or the most advantageous market in which
we would transact; we also consider assumptions that
market participants would use when pricing the asset
or liability. When possible, we look to active and
observable markets to measure the fair value of
identical, or similar, financial assets and liabilities.
When identical financial assets and liabilities are not
traded in active markets, we look to market-
observable data for similar assets and liabilities. In
some instances, certain assets and liabilities are not
actively traded in observable markets; as a result, we
use alternate valuation techniques to measure their
fair value.
We categorize the financial assets and liabilities
that we carry at fair value in our consolidated
statement of condition on a recurring basis based on
U.S. GAAP's prescribed three-level valuation
hierarchy. The hierarchy gives the highest priority to
quoted prices in active markets for identical assets or
liabilities (level 1) and the lowest priority to valuation
methods using significant unobservable inputs (level
3).
As of December 31, 2015, including the effect of
netting, we categorized approximately 8% of our
financial assets carried at fair value in level 1,
approximately 89% of our financial assets carried at
fair value in level 2, and approximately 3% of our
financial assets carried at fair value in level 3 of the
fair value hierarchy. As of December 31, 2014,
including the effect of netting, we categorized less
than 10% of our financial assets carried at fair value
in level 1, approximately 85% of our financial assets
carried at fair value in level 2, and approximately 5%
of our financial assets carried at fair value in level 3 of
the fair value hierarchy.
As of December 31, 2015, on the same basis,
we categorized approximately 2% of our financial
liabilities carried at fair value in level 1, approximately
98% of our financial liabilities carried at fair value in
level 2, and less than 1% of our financial liabilities
carried at fair value in level 3 of the fair value
hierarchy. As of December 31, 2014, on the same
basis, we had no financial liabilities carried at fair
value in level 1, we categorized approximately 99% of
our financial liabilities carried at fair value in level 2,
and less than 1% of our financial liabilities carried at
fair value in level 3 of the fair value hierarchy.
The assets categorized in level 1 were primarily
trading account assets. Fair value for these
securities was measured by management using
unadjusted quoted prices in active markets for
identical securities.
The assets categorized in level 2 were primarily
AFS investment securities and derivative instruments.
Fair value for the investment securities was
measured by management primarily using information
obtained from independent third parties. Information
obtained from third parties is subject to review by
management as part of a validation process.
Management utilizes a process to verify the
information provided, including an understanding of
underlying assumptions and the level of market-
participant information used to support those
assumptions. In addition, management compares
significant assumptions used by third parties to
available market information. Such information may
include known trades or, to the extent that trading
activity is limited, comparisons to market research
information pertaining to credit expectations,
119
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
execution prices and the timing of cash flows and,
where information is available, back-testing.
The derivative instruments categorized in level 2
primarily comprised of foreign exchange and interest-
rate contracts used in our trading activities, for which
fair value was measured by management using
discounted cash flow techniques, with inputs
consisting of observable spot and forward points, as
well as observable interest rate curves.
The substantial majority of our financial assets
categorized in level 3 were asset-backed and
mortgage-backed AFS securities. Level-3 assets also
included foreign exchange derivative contracts. The
aggregate fair value of our financial assets and
liabilities categorized in level 3 as of December 31,
2015 decreased approximately 55% compared to
2014, primarily the result of transfers out of level 3
and paydowns of asset-backed and non-U.S. debt
securities.
With respect to derivative instruments, we
evaluated the impact on valuation of the credit risk of
our counterparties and of our own credit. We
considered such factors as the market-based
probability of default by us and our counterparties,
and our current and expected potential future net
exposures by remaining maturities, in determining the
appropriate measurements of fair value. Valuation
adjustments associated with derivative instruments
were not significant to our consolidated financial
performance in 2015, 2014 or 2013.
Other-Than-Temporary Impairment of Investment
Securities
Our portfolio of fixed-income investment
securities constitutes a significant portion of the
assets carried in our consolidated statement of
condition. U.S. GAAP requires the use of expected
future cash flows to evaluate OTTI of these
investment securities. The amount and timing of
these expected future cash flows are significant
estimates used in our evaluation of OTTI. An OTTI is
triggered if the intent is to sell the security or the
security will more likely than not have to be sold
before the amortized cost basis is recovered.
Additional information with respect to management's
assessment of OTTI is provided in Note 3 to the
consolidated financial statements included under
Item 8 of this Form 10-K.
Expectations of defaults and prepayments are
the most significant assumptions underlying our
estimates of future cash flows. In determining these
estimates, management relies on relevant and
reliable information, including but not limited to deal
structure, including optional and mandatory calls,
market interest-rate curves, industry standard asset-
class-specific prepayment models, recent
prepayment history, independent credit ratings, and
recent actual and projected credit losses.
Management considers this information based on its
relevance and uses its best judgment in order to
determine its assumptions for underlying cash-flow
expectations and resulting estimates. Management
reviews its underlying assumptions and develops
expected future cash-flow estimates at least quarterly.
Additional detail with respect to the sensitivity of
these default and prepayment assumptions is
provided under “Financial Condition - Investment
Securities” in Management's Discussion and
Analysis.
Impairment of Goodwill and Other Intangible
Assets
Goodwill represents the excess of the cost of an
acquisition over the fair value of the net tangible and
other intangible assets acquired. Other intangible
assets represent purchased assets that can be
distinguished from goodwill because of contractual
rights or because the asset can be exchanged on its
own or in combination with a related contract, asset
or liability. Goodwill is not amortized, while other
intangible assets are amortized over their estimated
useful lives.
Goodwill is ultimately supported by revenue from
our Investment Servicing and Investment
Management lines of business. A decline in earnings
as a result of a lack of growth, or our inability to
deliver cost-effective services over sustained periods,
could lead to a perceived impairment of goodwill,
which would be evaluated and, if necessary, be
recorded as a write-down of the reported amount of
goodwill through a charge to other expenses in our
consolidated statement of income.
On an annual basis, or more frequently if
circumstances arise, management reviews goodwill
and evaluates events or other developments that may
indicate impairment of the carrying amount. We
perform this evaluation at the reporting unit level,
which is one level below our two major lines of
business. The evaluation methodology for potential
impairment is inherently complex and involves
significant management judgment in the use of
estimates and assumptions.
We evaluate goodwill for impairment using a
two-step process. First, we compare the aggregate
fair value of the reporting unit to its carrying amount,
including goodwill. If the fair value exceeds the
carrying amount, no impairment exists. If the carrying
amount of the reporting unit exceeds the fair value,
then we compare the “implied” fair value of the
reporting unit's goodwill to its carrying amount. If the
120
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
carrying amount of the goodwill exceeds the implied
fair value, then goodwill impairment is recognized by
writing the goodwill down to the implied fair value.
The implied fair value of the goodwill is determined by
allocating the fair value of the reporting unit to all of
the assets and liabilities of that unit, as if the unit had
been acquired in a business combination and the
overall fair value of the unit was the purchase price.
To determine the aggregate fair value of the
reporting unit being evaluated for goodwill
impairment, we use one of two principal
methodologies: a market approach, based on a
comparison of the reporting unit to publicly-traded
companies in similar lines of business; or an income
approach, based on the value of the cash flows that
the business can be expected to generate in the
future.
Events that may indicate impairment include
significant or adverse changes in the business,
economic or political climate; an adverse action or
assessment by a regulator; unanticipated
competition; and a more-likely-than-not expectation
that we will sell or otherwise dispose of a business to
which the goodwill or other intangible assets relate.
Additional information about goodwill and other
intangible assets, including information by line of
business, is provided in Note 5 to the consolidated
financial statements included under Item 8 of this
Form 10-K.
Our evaluation of goodwill and other intangible
assets indicated that no significant impairment
occurred in 2015, 2014 or 2013. Goodwill and other
intangible assets recorded in our consolidated
statement of condition as of December 31, 2015
totaled approximately $5.67 billion and $1.77 billion,
respectively, compared to $5.83 billion and $2.03
billion, respectively, as of December 31, 2014.
Contingencies
The significant estimates and judgments related
with establishing litigation reserves are discussed in
Note 13 of the consolidated financial statements
included under Item 8 of this Form 10-K.
RECENT ACCOUNTING DEVELOPMENTS
Information with respect to recent accounting
developments is provided in Note 1 to the
consolidated financial statements included under Item
8 of this Form 10-K.
121
ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
The information provided under “Financial
Condition - Market Risk Management” in
Management’s Discussion and Analysis, included
under Item 7 of this Form 10-K, is incorporated by
reference herein.
ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
Additional information about restrictions on the
transfer of funds from State Street Bank to the parent
company is provided in "Related Stockholder Matters"
included under Item 5, and in “Financial Condition -
Capital” in Management’s Discussion and Analysis
included under Item 7 of this Form 10-K.
122
Report of Independent Registered Public Accounting Firm
The Shareholders and Board of Directors of
State Street Corporation
We have audited the accompanying consolidated statement of condition of State Street Corporation (the
“Corporation”) as of December 31, 2015 and 2014, and the related consolidated statements of income,
comprehensive income, changes in shareholders' equity, and cash flows for each of the three years in the period
ended December 31, 2015. These financial statements are the responsibility of the Corporation's management.
Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the
consolidated financial position of State Street Corporation at December 31, 2015 and 2014, and the consolidated
results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), State Street Corporation’s internal control over financial reporting as of December 31, 2015, based
on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) and our report dated February 19, 2016 expressed
an unqualified opinion thereon.
Boston, Massachusetts
February 19, 2016
/s/ Ernst & Young LLP
123
STATE STREET CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Dollars in millions, except per share amounts)
Fee revenue:
Servicing fees
Management fees
Trading services
Securities finance
Processing fees and other
Total fee revenue
Net interest revenue:
Interest revenue
Interest expense
Net interest revenue
Gains (losses) related to investment securities, net:
Net gains (losses) from sales of available-for-sale securities
Losses from other-than-temporary impairment
Losses reclassified (from) to other comprehensive income
Gains (losses) related to investment securities, net
Total revenue
Provision for loan losses
Expenses:
Compensation and employee benefits
Information systems and communications
Transaction processing services
Occupancy
Acquisition and restructuring costs
Professional services
Amortization of other intangible assets
Other
Total expenses
Income before income tax expense
Income tax expense
Net income
Net income available to common shareholders
Earnings per common share:
Basic
Diluted
Average common shares outstanding (in thousands):
Basic
Diluted
Cash dividends declared per common share
Years Ended December 31,
2015
2014
2013
$
5,153
$
5,108
$
1,174
1,146
496
309
8,278
2,488
400
2,088
(5)
(1)
—
(6)
1,207
1,084
437
174
8,010
2,652
392
2,260
15
(1)
(10)
4
10,360
12
10,274
10
4,799
1,106
1,094
359
212
7,570
2,714
411
2,303
14
(21)
(2)
(9)
9,864
6
4,061
1,022
793
444
25
490
197
1,018
8,050
2,298
318
1,980
1,848
4.53
4.47
$
$
$
4,060
3,800
976
784
461
133
440
222
751
7,827
2,437
415
2,022
1,958
4.62
4.53
$
$
$
935
733
467
104
392
214
547
7,192
2,666
616
2,050
2,016
4.52
4.43
$
$
$
407,856
413,638
424,223
432,007
446,245
455,155
$
1.32
$
1.16
$
1.04
The accompanying notes are an integral part of these consolidated financial statements.
124
STATE STREET CORPORATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(In millions)
Net income
Years Ended December 31,
2015
2014
2013
$ 1,980
$ 2,022
$ 2,050
Other comprehensive income (loss), net of related taxes:
Foreign currency translation, net of related taxes of ($101), ($94) and ($20), respectively
(735)
(889)
95
Net unrealized gains (losses) on available-for-sale securities, net of related taxes of ($195),
($269) and ($521), respectively
(331)
437
(826)
Net unrealized gains (losses) on available-for-sale securities designated in fair value hedges,
net of related taxes of $5, ($15) and $56, respectively
Other-than-temporary impairment on held-to-maturity securities related to factors other than
credit, net of related taxes of $8, $12 and $11, respectively
Net unrealized gains (losses) on cash flow hedges, net of related taxes of $24, $74 and $62,
respectively
Net unrealized gains on retirement plans, net of related taxes of $51, ($50) and $71,
respectively
Other comprehensive income (loss)
Total comprehensive income
12
13
17
89
(935)
(24)
18
115
(69)
(412)
86
18
92
80
(455)
$ 1,045
$ 1,610
$ 1,595
The accompanying notes are an integral part of these consolidated financial statements.
125
STATE STREET CORPORATION
CONSOLIDATED STATEMENT OF CONDITION
(Dollars in millions, except per share amounts)
Assets:
Cash and due from banks
Interest-bearing deposits with banks
Securities purchased under resale agreements
Trading account assets
Investment securities available for sale
Investment securities held to maturity (fair value of $29,798 and $17,842)
Loans and leases (less allowance for losses of $46 and $38)
Premises and equipment (net of accumulated depreciation of $4,820 and $4,599)
Accrued interest and fees receivable
Goodwill
Other intangible assets
Other assets
Total assets
Liabilities:
Deposits:
Noninterest-bearing
Interest-bearing—U.S.
Interest-bearing—non-U.S.
Total deposits
Securities sold under repurchase agreements
Federal funds purchased
Other short-term borrowings
Accrued expenses and other liabilities
Long-term debt
Total liabilities
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
Series D, 7,500 shares issued and outstanding
Series E, 7,500 shares issued and outstanding
Series F, 7,500 shares issued and outstanding
Common stock, $1 par, 750,000,000 shares authorized:
503,879,642 and 503,880,120 shares issued
Surplus
Retained earnings
Accumulated other comprehensive income (loss)
Treasury stock, at cost (104,227,647 and 88,684,969 shares)
Total shareholders’ equity
Non-controlling interest-equity
Total equity
Total liabilities and equity
December 31,
2015
2014
$
1,207
$
75,338
3,404
849
70,070
29,952
18,753
1,894
2,346
5,671
1,768
1,855
93,523
2,390
924
94,913
17,723
18,161
1,937
2,242
5,826
2,025
$
$
33,940
32,600
245,192
$
274,119
65,800
$
29,958
95,869
191,627
4,499
6
1,748
14,643
11,534
70,490
33,012
105,538
209,040
8,925
21
4,381
20,382
10,042
224,057
252,791
491
742
728
742
504
9,746
16,049
(1,442)
(6,457)
21,103
32
21,135
491
742
728
—
504
9,791
14,737
(507)
(5,158)
21,328
—
21,328
$
245,192
$
274,119
The accompanying notes are an integral part of these consolidated financial statements.
126
STATE STREET CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollars in millions, except per share
amounts, shares in thousands)
PREFERRED
STOCK
Shares
Amount
Surplus
COMMON STOCK
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
TREASURY STOCK
Shares
Amount
Total
Balance as of December 31, 2012
$
489
503,900
$
504
$ 9,667
$ 11,707
$
360
45,238
$(1,902) $ 20,825
2
Net income
Other comprehensive loss
Accretion of issuance costs
Cash dividends declared:
Common stock - $1.04 per share
Preferred stock
Common stock acquired
Common stock awards and options
exercised, including income tax
benefit of $51
Other
(455)
2,050
(2)
(463)
(26)
2,050
(455)
—
(463)
(26)
31,237
(2,040)
(2,040)
(17)
113
(4)
(1)
(6,709)
249
(12)
362
(5)
Balance as of December 31, 2013
491
503,883
504
9,776
13,265
(95)
69,754
(3,693)
20,248
1,470
Net income
Other comprehensive loss
Preferred stock issued
Cash dividends declared:
Common stock - $1.16 per share
Preferred stock
Common stock acquired
Common stock awards and options
exercised, including income tax
benefit of $72
Other
(412)
2,022
(490)
(61)
2,022
(412)
1,470
(490)
(61)
23,749
(1,650)
(1,650)
(3)
17
(2)
1
(4,805)
185
(13)
202
(1)
Balance as of December 31, 2014
$
1,961
503,880
504
9,791
14,737
(507)
88,685
(5,158)
21,328
742
Net income
Other comprehensive loss
Preferred stock issued
Cash dividends declared:
Common stock - $1.32 per share
Preferred stock
Common stock acquired
Common stock awards and options
exercised, including income tax
benefit of $70
Other
(935)
1,980
(536)
(130)
1,980
(935)
742
(536)
(130)
20,521
(1,520)
(1,520)
(41)
(4)
(2)
(4,976)
221
(2)
180
(6)
Balance as of December 31, 2015
$
2,703
503,880
$
504
$ 9,746
$ 16,049
$
(1,442) 104,228
$(6,457) $ 21,103
The accompanying notes are an integral part of these consolidated financial statements.
127
STATE STREET CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
Operating Activities:
Net income
Adjustments to reconcile net income to net cash used in operating activities:
Deferred income tax (benefit) expense
Amortization of other intangible assets
Other non-cash adjustments for depreciation, amortization and accretion, net
Losses (gains) related to investment securities, net
Change in trading account assets, net
Change in accrued interest and fees receivable, net
Change in collateral deposits, net
Change in unrealized losses (gains) on foreign exchange derivatives, net
Change in other assets, net
Change in accrued expenses and other liabilities, net
Other, net
Net cash used in operating activities
Investing Activities:
Net decrease (increase) in interest-bearing deposits with banks
Net (increase) decrease in securities purchased under resale agreements
Proceeds from sales of available for sale securities
Proceeds from maturities of available for sale securities
Purchases of available for sale securities
Proceeds from maturities of held to maturity securities
Purchases of held to maturity securities
Net increase in loans
Purchases of equity investments and other long-term assets
Purchases of premises and equipment, net
Other, net
Net cash provided by (used in) investing activities
Financing Activities:
Net (decrease) increase in time deposits
Net (decrease) increase in all other deposits
Net (decrease) increase in other short-term borrowings
Proceeds from issuance of long-term debt, net of issuance costs
Payments for long-term debt and obligations under capital leases
Proceeds from issuance of preferred stock
Proceeds from exercises of common stock options
Purchases of common stock
Excess tax benefit related to stock-based compensation
Repurchases of common stock for employee tax withholding
Payments for cash dividends
Net cash (used in) provided by financing activities
Net (decrease) increase
Cash and due from banks at beginning of period
Cash and due from banks at end of period
Supplemental disclosure:
Interest paid
Income taxes paid, net
Years Ended December 31,
2015
2014
2013
$
1,980
$
2,022
$
2,050
(168)
197
596
6
75
(104)
(6,662)
982
1,164
(48)
579
(1,403)
18,185
(1,014)
12,309
28,025
(25,397)
3,842
(9,398)
(561)
(366)
(703)
73
60
222
477
(4)
(81)
(119)
(4,362)
(2,042)
3,612
(635)
289
(561)
(29,266)
3,840
9,766
36,120
(43,146)
3,217
(3,778)
(4,785)
(182)
(427)
149
128
214
461
9
(206)
(153)
(4,046)
(128)
(819)
133
333
(2,024)
(13,494)
(1,214)
10,261
37,529
(39,097)
2,080
(8,415)
(1,214)
(272)
(388)
139
24,995
(28,492)
(14,085)
(9,878)
(7,535)
(7,074)
2,983
(1,155)
742
4
54,404
(27,632)
1,575
994
(788)
1,470
14
(14,507)
32,594
(1,155)
2,485
(134)
—
121
(1,520)
(1,650)
(2,040)
70
(222)
(655)
(24,240)
(648)
1,855
72
(232)
(539)
27,688
(1,365)
3,220
1,207
$
1,855
$
50
(189)
(486)
16,739
630
2,590
3,220
$
385
211
$
398
358
416
406
$
$
The accompanying notes are an integral part of these consolidated financial statements.
128
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
Note 1. Summary of Significant Accounting Policies
Note 2. Fair Value
Note 3. Investment Securities
Note 4. Loans and Leases
Note 5. Goodwill and Other Intangible Assets
Note 6. Other Assets
Note 7. Deposits
Note 8. Short-Term Borrowings
Note 9. Long-Term Debt
Note 10. Derivative Financial Instruments
Note 11. Offsetting Arrangements
Note 12. Commitments and Guarantees
Note 13. Contingencies
Note 14. Variable Interest Entities
Note 15. Shareholders’ Equity
Note 16. Regulatory Capital
Note 17. Net Interest Revenue
Note 18. Equity-Based Compensation
Note 19. Employee Benefits
Note 20. Occupancy Expense and Information Systems and Communications Expense
Note 21. Expenses
Note 22. Income Taxes
Note 23. Earnings Per Common Share
Note 24. Line of Business Information
Note 25. Non-U.S. Activities
Note 26. Parent Company Financial Statements
130
133
144
153
157
159
159
159
161
163
170
174
175
177
179
181
183
183
185
186
187
187
188
189
191
191
129
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting
Policies
Basis of Presentation:
The accounting and financial reporting policies
of State Street Corporation conform to U.S. GAAP.
State Street Corporation, the parent company, is a
financial holding company headquartered in Boston,
Massachusetts. Unless otherwise indicated or unless
the context requires otherwise, all references in these
notes to consolidated financial statements to “State
Street,” “we,” “us,” “our” or similar references mean
State Street Corporation and its subsidiaries on a
consolidated basis. Our principal banking subsidiary
is State Street Bank.
if we have the ability to exercise significant influence
over the operations of the investee. For investments
accounted for under the equity method, our share of
income or loss is recorded in processing fees and
other revenue in our consolidated statement of
income. Investments not meeting the criteria for
equity-method treatment are accounted for under the
cost method of accounting.
Use of Estimates:
The preparation of consolidated financial
statements in conformity with U.S. GAAP requires
management to make estimates and assumptions in
the application of certain of our significant accounting
policies that may materially affect the reported
amounts of assets, liabilities, equity, revenue, and
expenses. As a result of unanticipated events or
circumstances, actual results could differ from those
estimates.
We have two lines of business:
Investment Servicing provides services for
mutual funds, collective investment funds and other
investment pools, corporate and public retirement
plans, insurance companies, foundations and
endowments worldwide. Products include custody;
product- and participant-level accounting; daily pricing
and administration; master trust and master custody;
record-keeping; cash management; foreign
exchange, brokerage and other trading services;
securities finance; deposit and short-term investment
facilities; loans and lease financing; investment
manager and alternative investment manager
operations outsourcing; and performance, risk and
compliance analytics to support institutional investors.
functional currencies other than the U.S. dollar are
translated at month-end exchange rates, and revenue
and expenses are translated at rates that
approximate average monthly exchange rates. Gains
or losses from the translation of the net assets of
subsidiaries with functional currencies other than the
U.S. dollar, net of related taxes, are recorded in
AOCI, a component of shareholders’ equity.
The assets and liabilities of our operations with
Foreign Currency Translation:
Cash and Cash Equivalents:
Investment Management, through SSGA,
provides a broad array of investment management,
investment research and investment advisory
services to corporations, public funds and other
sophisticated investors. SSGA offers active and
passive asset management strategies across equity,
fixed-income and cash asset classes. Products are
distributed directly and through intermediaries using a
variety of investment vehicles, including ETFs, such
as the SPDR® ETF brand.
Consolidation:
Our consolidated financial statements include
the accounts of the parent company and its majority-
and wholly-owned and otherwise controlled
subsidiaries, including State Street Bank. All material
inter-company transactions and balances have been
eliminated. Certain previously reported amounts
have been reclassified to conform to current-year
presentation.
We consolidate subsidiaries in which we
exercise control. Investments in unconsolidated
subsidiaries, recorded in other assets, generally are
accounted for under the equity method of accounting
For purposes of the consolidated statement of
cash flows, cash and cash equivalents are defined as
cash and due from banks.
Interest-Bearing Deposits with Banks:
Interest-bearing deposits with banks generally
consist of highly liquid, short-term investments
maintained at the Federal Reserve Bank and other
non-U.S. central banks with original maturities at the
time of purchase of one month or less.
Securities Purchased Under Resale Agreements
and Securities Sold Under Repurchase
Agreements:
Securities purchased under resale agreements
and sold under repurchase agreements are treated
as collateralized financing transactions, and are
recorded in our consolidated statement of condition at
the amounts at which the securities will be
subsequently resold or repurchased, plus accrued
interest. Our policy is to take possession or control of
securities underlying resale agreements either
directly or through agent banks, allowing borrowers
the right of collateral substitution and/or short-notice
termination. We revalue these securities daily to
130
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
determine if additional collateral is necessary from the
borrower to protect us against credit exposure. We
can use these securities as collateral for repurchase
agreements.
For securities sold under repurchase
agreements collateralized by our investment
securities portfolio, the dollar value of the securities
remains in investment securities in our consolidated
statement of condition. Where a master netting
agreement exists or both parties are members of a
common clearing organization, resale and repurchase
agreements with the same counterparty or clearing
house and maturity date are recorded on a net basis.
Fair Value
Note 2
Page
133
Investment Securities
Note 3
Page
144
Loans and Leases
Note 4
Page
153
Note 5
Goodwill and Other
Intangible Assets
Derivative Financial
Instruments
Offsetting Arrangements Note 11
Note 10
Page
157
Page
163
Page
170
Contingencies
Note 13
Page
175
Variable Interest Entities Note 14
Page
177
Fee and Net Interest Revenue:
Regulatory Capital
Note 16
Page
181
Fees from investment servicing, investment
management, securities finance, trading services and
certain types of processing fees and other revenue
are recorded in our consolidated statement of income
based on estimates or specific contractual terms,
including mutually agreed changes to terms, as
transactions occur or services are rendered, provided
that persuasive evidence exists, the price to the client
is fixed or determinable and collectability is
reasonably assured. Amounts accrued at period-end
are recorded in accrued interest and fees receivable
in our consolidated statement of condition.
Performance fees generated by our investment
management activities are recorded when earned,
based on predetermined benchmarks associated with
the applicable fund’s performance.
Interest revenue on interest-earning assets and
interest expense on interest-bearing liabilities are
recorded in our consolidated statement of income as
components of net interest revenue, and are
generally based on the effective yield of the related
financial asset or liability.
Other Significant Policies:
The following table identifies our other significant
accounting policies and the note and page where a
detailed description of each policy can be found.
Equity-Based
Compensation
Income Taxes
Note 18
Page
183
Note 22
Page
187
Earnings Per Common
Share
Note 23
Page
188
Recent Accounting Developments:
In January 2016, the FASB issued an
amendment that changes the accounting for equity
securities. Under the revised 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 guidance
related to valuation allowance assessments when
recognizing deferred tax assets on unrealized losses
on available-for-sale debt securities. The
amendments are effective for State Street beginning
January 1, 2018. We are currently assessing the
potential impact of these amendments on our
consolidated financial statements.
In September 2015 the FASB issued an
amendment that requires an acquirer to recognize
purchase price adjustments to provisional amounts in
the reporting period in which the adjustments are
determined, as opposed to being applied
retrospectively at the acquisition date. The
amendment, which allows for early adoption, is
effective for State Street beginning on January 1,
2016. We did not have any significant acquisitions in
2015 that could have a material impact on future
consolidated financial statements. We will assess the
amendment's impact in conjunction with new
transactions, as applicable.
In July 2015, the FASB issued an update to
delay the effective date of the new revenue standard
by one year. The deferral relates to the FASB
standard issued in May 2014, which requires an entity
to recognize the amount of revenue to which it
expects to be entitled for the transfer of promised
131
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
goods or services to customers. The standard permits
the use of either retrospective or cumulative effect
transition method. The deferral results in the new
revenue standard being effective for State Street
beginning on January 1, 2018. We are evaluating the
effect on the consolidated financial statements and
related disclosures.
In May 2015, the FASB issued an amendment
that makes certain technical corrections to the FASB
Accounting Standards Codification that affect a wide
variety of topics to clarify the codification, correct
unintended application of the guidance, or make
minor improvements that are not expected to have a
significant effect on current accounting practice. The
amendments that require transition guidance are
effective for State Street beginning on January 1,
2016 and all other amendments are effective
immediately. Our adoption of this amendment will not
have a material impact on our consolidated financial
statements.
In May 2015, the FASB issued an amendment to
U.S. GAAP which removes from the fair value
hierarchy, investments for which the practical
expedient is used to measure fair value at NAV.
Instead, an entity is required to include those
investments as a reconciling line item so that the total
fair value amount of investments in the disclosure is
consistent with the amount on the balance sheet.
The amendment is effective for State Street
beginning on January 1, 2016 and is required to be
applied retrospectively. The adoption of this
amendment will have no impact on our consolidated
financial statements.
In April 2015, the FASB issued an amendment to
U.S. GAAP which will assist entities in evaluating the
accounting for fees paid by a customer in a cloud
computing arrangement. The amendment, which
allows for early adoption, is effective for State Street
beginning on January 1, 2016. Our adoption of this
amendment is not expected to have a material effect
on our consolidated financial statements.
In April 2015, the FASB issued an amendment to
U.S. GAAP that requires debt issuance costs to be
presented in the consolidated balance sheet as a
direct deduction from the carrying value of the
associated debt liability, consistent with the
presentation of a debt discount. This amendment,
which allows for early adoption, is effective for State
Street beginning on January 1, 2016. Our debt
issuance costs that are currently classified as
deferred credits have a balance of approximately $37
million as of December 31, 2015 and will be
reclassified as contra liabilities upon adoption.
In August 2015, the FASB issued a related
amendment to clarify that debt issuance costs relating
to line of credit arrangements may still be presented
as an asset, notwithstanding the April 2015
amendment that requires debt issuance costs relating
to recognized debt liabilities to be recognized as
contra liabilities. Our adoption of this amendment will
not have a material effect on our consolidated
financial statements.
In February 2015, the FASB issued an
amendment to U.S. GAAP that updates the
consolidation model used to evaluate whether a legal
entity is required to be consolidated. The amendment
is effective for State Street beginning on January 1,
2016, and may be applied retrospectively or via a
modified retrospective approach. The amendment
eliminated the indefinite deferral of Accounting
Standard Update 2010-10 “Amendments for Certain
Investment Funds” for asset management funds with
characteristics of an investment company and also
eliminated the presumption that a general partner
should consolidate a limited partnership. The
amendment also changed the consolidation analysis
for fee arrangements that meet certain requirements
and for related party relationships. Certain money
market funds are excluded from the scope of the
amendment. Based on our assessment of the
amendment, our adoption of this amendment will not
have a material effect on our consolidated financial
statements.
In February 2015, the FASB issued an
amendment to U.S. GAAP to remove the concept of
"extraordinary items," which are defined as items that
are unusual and infrequent in nature. The
amendment, which allows for early adoption, is
effective for State Street beginning on January 1,
2016. Our adoption of this amendment will not have
a material effect on our consolidated financial
statements.
Revisions of Previously-Issued Financial
Statements:
During the fourth quarter of fiscal year 2015, we
identified and corrected errors reported in prior
periods and assessed the materiality of the errors.
The errors arose from a review into the manner in
which we invoiced certain expenses to certain of our
asset servicing clients, primarily in the U.S., during an
18-year period going back to 1998. As a result of this
review, we determined that we had incorrectly
invoiced clients in the aggregate amount of
approximately $240 million.
We determined that the errors were immaterial
to each of the prior reporting periods affected,
however we concluded that correcting the errors
cumulatively in fiscal year 2015 would materially
misstate our consolidated statement of income for the
year ended December 31, 2015. Accordingly, our
132
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
financial results for all prior periods presented herein
have been revised to correct the errors. Additionally,
we have corrected for a previously disclosed an
immaterial out-of-period adjustment that had been
included in our 2013 tax expense and related to prior
periods. The cumulative effect of the errors has been
reflected in the beginning retained earnings balance
as of January 1, 2013 in the amount of $44 million in
the consolidated statement of changes in
shareholders' equity. The table below shows the
effect of the errors on our consolidated statement of
income and our consolidated statement of condition
for the periods presented.
Year Ended December 31, 2014
Year Ended December 31, 2013
Previously
Reported Correction Revised
Previously
Reported Correction Revised
$
5,129 $
(21) $
5,108
$
4,819 $
(20) $
10,295
2,458
421
2,037
(21)
(21)
(6)
(15)
10,274
2,437
415
2,022
9,884
2,686
550
2,136
(20)
(20)
66
(86)
$
4.65 $
(0.03) $
4.62
$
4.71 $
(0.19) $
4.57
(0.04)
4.53
4.62
(0.19)
4,799
9,864
2,666
616
2,050
4.52
4.43
December 31, 2014
Previously
Reported Correction Revised
$
274,119 $
— $ 274,119
252,646
14,882
21,473
274,119
145
252,791
(145)
(145)
14,737
21,328
— 274,119
(In millions, except per share amounts)
Servicing fee revenue
Total revenue
Income before income tax expense
Income tax expense
Net income
Earnings per share:
Basic
Diluted
(In millions)
Total assets
Total liabilities
Retained earnings
Total equity
Total liabilities and shareholders' equity
Note 2. Fair Value
Fair-Value Measurements:
We carry trading account assets, AFS
investment securities and various types of derivative
financial instruments at fair value in our consolidated
statement of condition on a recurring basis. Changes
in the fair values of these financial assets and
liabilities are recorded either as components of our
consolidated statement of income or as components
of AOCI within shareholders' equity in our
consolidated statement of condition.
We measure fair value for the above-described
financial assets and liabilities in conformity with U.S.
GAAP that governs the measurement of the fair value
of financial instruments. Management believes that
its valuation techniques and underlying assumptions
used to measure fair value conform to the provisions
of U.S. GAAP. We categorize the financial assets
and liabilities that we carry at fair value based on a
prescribed three-level valuation hierarchy. The
hierarchy gives the highest priority to quoted prices in
active markets for identical assets or liabilities (level
1) and the lowest priority to valuation methods using
significant unobservable inputs (level 3). If the inputs
used to measure a financial asset or liability cross
different levels of the hierarchy, categorization is
based on the lowest-level input that is significant to
the fair-value measurement. Management's
assessment of the significance of a particular input to
the overall fair-value measurement of a financial
asset or liability requires judgment, and considers
factors specific to that asset or liability. The three
levels of the valuation hierarchy are described below.
Level 1. Financial assets and liabilities with
values based on unadjusted quoted prices for
identical assets or liabilities in an active market. Our
level-1 financial assets and liabilities primarily include
positions in U.S. government securities and highly
liquid U.S. and non-U.S. government fixed-income
securities carried in trading account assets. We may
carry U.S. government securities in our available-for-
sale portfolio in connection with our asset-and-liability
management activities. Our level-1 financial assets
also include active exchange-traded equity securities
and non-cash collateral received from counterparties
in connection with our enhanced custody business.
133
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Level 2. Financial assets and liabilities with
values based on quoted prices for similar assets and
liabilities in active markets, and inputs that are
observable for the asset or liability, either directly or
indirectly, for substantially the full term of the asset or
liability. Level-2 inputs include the following:
• Quoted prices for similar assets or liabilities
in active markets;
• Quoted prices for identical or similar assets
or liabilities in non-active markets;
• Pricing models whose inputs are observable
for substantially the full term of the asset or
liability; and
• Pricing models whose inputs are derived
principally from, or corroborated by,
observable market information through
correlation or other means for substantially
the full term of the asset or liability.
Our level-2 financial assets and liabilities
primarily include non-U.S. debt securities carried in
trading account assets and various types of fixed-
income investment securities available-for-sale, as
well as various types of foreign exchange and
interest-rate derivative instruments.
Fair value for our investment securities
available-for-sale categorized in level 2 is measured
primarily using information obtained from independent
third parties. This third-party information is subject to
review by management as part of a validation
process, which includes obtaining an understanding
of the underlying assumptions and the level of market
participant information used to support those
assumptions. In addition, management compares
significant assumptions used by third parties to
available market information. Such information may
include known trades or, to the extent that trading
activity is limited, comparisons to market research
information pertaining to credit expectations,
execution prices and the timing of cash flows, and
where information is available, back-testing.
Derivative instruments categorized in level 2
predominantly represent foreign exchange contracts
used in our trading activities, for which fair value is
measured using discounted cash-flow techniques,
with inputs consisting of observable spot and forward
points, as well as observable interest-rate curves.
With respect to derivative instruments, we evaluate
the impact on valuation of the credit risk of our
counterparties and our own credit risk. We consider
factors such as the likelihood of default by us and our
counterparties, our current and potential future net
exposures and remaining maturities in determining
the fair value. Valuation adjustments associated with
derivative instruments were not material to those
instruments for the years ended December 31, 2015,
2014 and 2013.
Level 3. Financial assets and liabilities with
values based on prices or valuation techniques that
require inputs that are both unobservable in the
market and significant to the overall measurement of
fair value. These inputs reflect management's
judgment about the assumptions that a market
participant would use in pricing the financial asset or
liability, and are based on the best available
information, some of which is internally developed.
The following provides a more detailed discussion of
our financial assets and liabilities that we may
categorize in level 3 and the related valuation
methodology.
• The fair value of our investment securities
categorized in level 3 is measured using
information obtained from third-party sources,
typically non-binding broker or dealer quotes,
or through the use of internally-developed
pricing models. Management has evaluated
its methodologies used to measure fair value,
but has considered the level of observable
market information to be insufficient to
categorize the securities in level 2.
• The fair value of foreign exchange contracts,
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.
Our level-3 financial assets and liabilities are
similar in structure and profile to our level-1 and
level-2 financial instruments, but they trade in less
liquid markets, and the measurement of their fair
value is inherently more difficult. As of December 31,
2015, on a gross basis, we categorized in level 3
approximately 3% of our financial assets carried at
fair value on a recurring basis. As of the same date
and on the same basis, the percentage of our
financial liabilities categorized in level 3 to our
financial liabilities carried at fair value on a recurring
basis was de minimis. The fair value of investment
securities categorized in level 3 that was measured
using non-binding quotes and internally-developed
pricing-model inputs was approximately 98% and 2%,
respectively, of the total fair value of our investment
securities categorized in level 3 as of December 31,
2015.
The process used to measure the fair value of
our level-3 financial assets and liabilities is overseen
by a valuation group within Corporate Finance,
separate from the business units that manage the
assets and liabilities. This function, which develops
and manages the valuation process, reports to State
Street's Valuation Committee. The Valuation
Committee comprises senior management from
134
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Measuring fair value requires the exercise of
management judgment. The level of subjectivity and
the degree of management judgment required is
more significant for financial instruments whose fair
value is measured using inputs that are not
observable. The areas requiring significant judgment
are identified, documented and reported to the
Valuation Committee as part of the valuation control
framework. We believe that our valuation methods
are appropriate; however, the use of different
methodologies or assumptions, particularly as they
apply to level-3 financial assets and liabilities, could
materially affect our fair-value measurements as of
the reporting date.
The following tables present information with
respect to our financial assets and liabilities carried at
fair value in our consolidated statement of condition
on a recurring basis as of the dates indicated. No
transfers of financial assets or liabilities between
levels 1 and 2 occurred during 2015 or 2014.
separate business units, Enterprise Risk
Management, a corporate risk oversight group, and
Corporate Finance, and oversees adherence to State
Street's valuation policies.
The valuation group performs validation of the
pricing information obtained from third-party sources
in order to evaluate reasonableness and consistency
with market experience in similar asset classes.
Monthly analyses include a review of price changes
relative to overall trends, credit analysis and other
relevant procedures (discussed below). In addition,
prices for level-3 securities carried in our investment
portfolio are tested on a sample basis based on
unexpected pricing movements. These sample
prices are then corroborated through price
recalculations, when applicable, using available
market information, which is obtained separately from
third-party pricing sources. The recalculated prices
are compared to market-research information
pertaining to credit expectations, execution prices and
the timing of cash flows, and where information is
available, back-testing. If a difference is identified
and it is determined that there is a significant impact
requiring an adjustment, the adjustment is presented
to the Valuation Committee for review and
consideration.
Validation is also performed on fair-value
measurements determined using internally-developed
pricing models. The pricing models are subject to
validation through our Model Assessment Committee,
a corporate risk oversight committee that provides
technical support and input to the Valuation
Committee. This validation process incorporates a
review of a diverse set of model and trade
parameters across a broad range of values in order to
evaluate the model's suitability for valuation of a
particular financial instrument type, as well as the
model's accuracy in reflecting the characteristics of
the related financial asset or liability and its significant
risks. Inputs and assumptions, including any price-
valuation adjustments, are developed by the business
units and separately reviewed by the valuation group.
Model valuations are compared to available market
information including appropriate proxy instruments
and other benchmarks to highlight abnormalities for
further investigation.
135
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Fair-Value Measurements on a Recurring Basis
as of December 31, 2015
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
(In millions)
Assets:
Trading account assets:
U.S. government securities
Non-U.S. government securities
Other
Total trading account assets
AFS Investment securities:
U.S. Treasury and federal agencies:
Direct obligations
Mortgage-backed securities
Asset-backed securities:
Student loans
Credit cards
Sub-prime
Other(2)
Total asset-backed securities
Non-U.S. debt securities:
Mortgage-backed securities
Asset-backed securities
Government securities
Other(3)
Total non-U.S. debt securities
State and political subdivisions
Collateralized mortgage obligations
Other U.S. debt securities
U.S. equity securities
Non-U.S. equity securities
U.S. money-market mutual funds
Non-U.S. money-market mutual funds
$
$
32
$
— $
479
10
521
5,206
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
328
328
512
18,165
6,987
1,341
419
—
8,747
7,071
3,093
4,355
4,579
19,098
9,713
2,948
2,614
39
3
542
19
—
—
—
—
—
—
189
—
—
1,764
1,953
—
174
—
255
429
33
39
10
—
—
—
—
Total investment securities available for sale
5,206
62,400
2,464
Other assets:
Derivative instruments:
Foreign exchange contracts
Interest-rate contracts
Other derivative contracts
Total derivative instruments
Other
Total assets carried at fair value
Liabilities:
Accrued expenses and other liabilities:
Trading account liabilities:
U.S. government securities
Non-U.S. government securities
Other
Derivative instruments:
Foreign exchange contracts
Interest-rate contracts
Other derivative contracts
Total derivative instruments
Other
$
$
—
—
—
—
2
11,311
135
5
11,451
—
5
—
—
5
—
$
(6,562)
(115)
(2)
(6,679)
—
5,729
$
74,179
$
2,469
$
(6,679)
$
$
5
76
5
—
—
—
—
2
— $
—
13
10,863
182
103
11,148
—
— $
— $
—
—
5
—
—
5
—
5
—
—
(6,995)
(24)
(2)
(7,021)
—
$
(7,021)
$
Total liabilities carried at fair value
$
88
$
11,161
$
(1) Represents counterparty netting against level 2 financial assets and liabilities where a legally enforceable master netting agreement exists between State Street
and the counterparty. Netting also reflects asset and liability reductions of $776 million and $1.12 billion, respectively, for cash collateral received from and provided
to derivative counterparties.
(2) As of December 31, 2015 the fair value of other asset-backed securities was primarily composed of $1.76 billion of collateralized loan obligations.
(3) As of December 31, 2015 the fair value of other non-U.S. debt securities was primarily composed of $3.18 billion of covered bonds and $613 million of corporate
bonds.
136
32
479
338
849
5,718
18,165
7,176
1,341
419
1,764
10,700
7,071
3,267
4,355
4,834
19,527
9,746
2,987
2,624
39
3
542
19
70,070
4,754
20
3
4,777
2
75,698
5
76
18
3,873
158
101
4,132
2
4,233
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Fair-Value Measurements on a Recurring Basis
as of December 31, 2014
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
(In millions)
Assets:
Trading account assets:
U.S. government securities
Non-U.S. government securities
Other
Total trading account assets
AFS Investment securities:
U.S. Treasury and federal agencies:
Direct obligations
Mortgage-backed securities
Asset-backed securities:
Student loans
Credit cards
Sub-prime
Other(2)
Total asset-backed securities
Non-U.S. debt securities:
Mortgage-backed securities
Asset-backed securities
Government securities
Other(3)
Total non-U.S. debt securities
State and political subdivisions
Collateralized mortgage obligations
Other U.S. debt securities
U.S. equity securities
Non-U.S. equity securities
U.S. money-market mutual funds
Non-U.S. money-market mutual funds
$
$
20
$
— $
378
20
418
10,056
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
506
506
599
20,714
12,201
3,053
951
365
16,570
9,606
2,931
3,909
5,057
21,503
10,782
4,725
4,100
39
2
449
8
—
—
—
—
—
—
259
—
—
3,780
4,039
—
295
—
371
666
38
614
9
—
—
—
—
Total investment securities available for sale
10,056
79,491
5,366
Other assets:
Derivatives instruments:
Foreign exchange contracts
Interest-rate contracts
Other derivative contracts
Total derivative instruments
Total assets carried at fair value
Liabilities:
Accrued expenses and other liabilities:
Derivative instruments:
Foreign exchange contracts
Interest-rate contracts
Other derivative contracts
Total derivative instruments
Total liabilities carried at fair value
—
—
—
—
10,474
$
15,054
77
2
15,133
95,130
$
81
—
—
81
$
(7,211)
(68)
(1)
(7,280)
5,447
$
(7,280) $
— $
14,851
$
—
—
—
— $
239
61
15,151
15,151
$
74
—
9
83
83
$
(8,879) $
(46)
(1)
(8,926)
$
(8,926) $
$
$
$
(1) Represents counterparty netting against level 2 financial assets and liabilities where a legally enforceable master netting agreement exists between State Street
and the counterparty. Netting also reflects asset and liability reductions of $983 million and $2.63 billion, respectively, for cash collateral received from and provided
to derivative counterparties.
(2) As of December 31, 2014, the fair value of other asset-backed securities was primarily composed of $3.8 billion of collateralized loan obligations and
approximately $315 million of automobile loan securities.
(3) As of December 31, 2014, the fair value of other non-U.S. debt securities was primarily composed of $3.3 billion of covered bonds and $1.2 billion of corporate
bonds.
137
20
378
526
924
10,655
20,714
12,460
3,053
951
4,145
20,609
9,606
3,226
3,909
5,428
22,169
10,820
5,339
4,109
39
2
449
8
94,913
7,924
9
1
7,934
103,771
6,046
193
69
6,308
6,308
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present activity related to our level-3 financial assets and liabilities during the years ended
December 31, 2015 and 2014, respectively. Transfers into and out of level 3 are reported as of the beginning of the
period presented. During the years ended December 31, 2015 and 2014, transfers out of level 3 were mainly
related to certain mortgage- and asset-backed securities, including non-U.S. debt securities, for which fair value
was measured using prices for which observable market information became available.
Fair Value Measurements Using Significant Unobservable Inputs
Year Ended December 31, 2015
Total Realized and
Unrealized Gains (Losses)
Fair Value
as of
December 31,
2014
Recorded
in
Revenue
Recorded
in Other
Comprehensive
Income
Purchases
Sales
Settlements
Transfers
into
Level 3
Transfers
out of
Level 3
Fair Value
as of
December 31,
2015
(In millions)
Assets:
AFS Investment securities:
Asset-backed securities:
Student loans
Other
Total asset-backed securities
Non-U.S. debt securities:
Mortgage-backed securities
Asset-backed securities
Other
Total non-U.S. debt securities
State and political subdivisions
Collateralized mortgage obligations
Other U.S. debt securities
Total investment securities available for sale
5,366
Other assets:
Derivative instruments:
Derivative instruments, Foreign exchange
contracts
Total derivative instruments
81
81
$
259
$
1
$
(4)
$
3,780
4,039
—
295
371
666
38
614
9
53
54
—
2
—
2
1
(1)
—
56
48
48
(50)
(54)
—
(1)
(1)
(2)
(3)
(2)
—
(61)
—
—
—
—
—
43
249
111
403
—
294
—
697
— $
(6)
$
— $
(61)
$
(1,105)
(1,105)
—
—
—
—
—
(88)
—
(914)
(920)
—
(190)
(39)
(229)
(3)
(105)
—
—
—
97
4
—
101
—
—
10
—
(61)
(140)
(185)
(187)
(512)
—
(673)
(9)
189
1,764
1,953
—
174
255
429
33
39
10
(1,193)
(1,257)
111
(1,255)
2,464
9
9
—
—
(133)
(133)
—
—
—
—
5
5
Total assets carried at fair value
$
5,447
$
104
$
(61)
$
706
$ (1,193)
$
(1,390)
$
111
$ (1,255)
$
2,469
Fair-Value Measurements Using Significant Unobservable Inputs
Year Ended December 31, 2015
Total Realized and
Unrealized (Gains)
Losses
Change in
Unrealized
Gains
(Losses)
Related to
Financial
Instruments
Held as of
December 31,
2015
$
$
(4)
(4)
(4)
Change in
Unrealized
(Gains)
Losses
Related to
Financial
Instruments
Held as of
December 31,
2015
(In millions)
Liabilities:
Accrued expenses and other liabilities:
Derivative instruments:
Foreign exchange contracts
Other
Total derivative instruments
Total liabilities carried at fair value
Fair Value
as of
December 31,
2014
Recorded
in
Revenue
Issuances
Settlements
Fair Value
December 31,
as of
2015(1)
$
$
74
$
9
83
83
$
23
—
23
23
$
$
12
—
12
12
$
$
(104) $
(9)
(113)
(113) $
5
—
5
5
$
$
(7)
—
(7)
(7)
(1) There were no transfers of liabilities into or out of level 3 during the year ended December 31, 2015.
138
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Fair-Value Measurements Using Significant Unobservable Inputs
Twelve Months Ended December 31, 2014
Total Realized and
Unrealized Gains (Losses)
Fair Value
as of
December 31,
2013
Recorded
in
Revenue
Recorded
in Other
Comprehensive
Income
Purchases
Sales
Settlements
Transfers
into
Level 3
Transfers
out of
Level 3
as of
December 31,
2014
Fair Value
Change in
Unrealized
(Gains)
Losses
Related to
Financial
Instruments
Held as of
December 31,
2014
$
716
$
— $
— $
168
$ — $
(14)
$
— $
(870)
$
—
(In millions)
Assets:
Investment securities available for sale:
U.S. Treasury and federal agencies,
mortgage-backed securities
Asset-backed securities:
Student loans
Credit cards
Other
Total asset-backed securities
Non-U.S. debt securities:
Mortgage-backed securities
Asset-backed securities
Other
Total non-U.S. debt securities
State and political subdivisions
Collateralized mortgage obligations
Other U.S. debt securities
Total investment securities available for sale
7,545
Other assets:
Derivative instruments:
Derivative instruments, Foreign exchange
contracts
Total derivative instruments
19
19
423
24
4,532
4,979
375
798
464
1,637
43
162
8
2
—
65
67
—
6
—
6
1
—
—
74
36
36
1
—
(28)
(27)
—
(1)
1
—
(3)
1
1
24
—
282
306
—
—
55
55
—
633
—
(75)
—
—
(75)
—
—
(1)
(1)
—
(6)
—
(37)
(24)
(1,071)
(1,132)
—
(272)
(41)
(313)
(3)
(32)
—
—
—
—
—
—
76
85
161
—
—
—
(79)
—
—
(79)
(375)
(312)
(192)
(879)
—
(144)
—
259
—
3,780
4,039
—
295
371
666
38
614
9
(28)
1,162
(82)
(1,494)
161
(1,972)
5,366
—
—
36
36
—
—
(10)
(10)
—
—
—
—
81
81
Total assets carried at fair value
$
7,564
$
110
$
(28)
$
1,198
$ (82)
$
(1,504)
$
161
$ (1,972)
$
5,447
Fair-Value Measurements Using Significant Unobservable Inputs
Twelve Months Ended December 31, 2014
Total Realized and
Unrealized (Gains)
Losses
Fair Value
as of
December 31,
2013
Recorded
in
Revenue
Issuances
Settlements
Fair Value
as of
December 31,
2014(1)
$
$
44
44
44
Change in
Unrealized
(Gains)
Losses
Related to
Financial
Instruments
Held as of
December 31,
2014
(In millions)
Liabilities:
Accrued expenses and other liabilities:
Derivative instruments:
Foreign exchange contracts
Other
Total derivative instruments
Total liabilities carried at fair value
$
$
17
$
9
26
26
$
25
—
25
25
$
$
39
—
39
39
$
$
(7) $
—
(7)
(7) $
74
9
83
83
$
$
35
—
35
35
(1) There were no transfers of liabilities into or out of level 3 during the year ended December 31, 2014.
139
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents total realized and unrealized gains and losses for our level-3 financial assets and
liabilities and where they are presented in our consolidated statement of income for the years indicated:
(In millions)
Fee revenue:
Trading services
Total fee revenue
Net interest revenue
Total revenue
Twelve Months Ended December 31,
Total Realized and
Unrealized Gains
(Losses) Recorded
in Revenue
Change in Unrealized Gains (Losses)
Related to Financial
instruments Held as of December 31,
2015
2014
2013
2015
2014
2013
$
$
25
25
56
81
$
$
11
11
74
85
$
$
$
63
63
62
125
$
3
3
—
3
$
$
9
9
—
9
$
$
(1)
(1)
—
(1)
The following table presents quantitative information, as of the dates indicated, about the valuation techniques
and significant unobservable inputs used in the valuation of our level-3 financial assets and liabilities measured at
fair value on a recurring basis for which we use internally-developed pricing models. The significant unobservable
inputs for our level-3 financial assets and liabilities whose fair value is measured using pricing information from non-
binding broker or dealer quotes are not included in the table, as the specific inputs applied are not provided by the
broker/dealer.
Quantitative Information about Level-3 Fair-Value Measurements
Fair Value
Weighted-Average
As of
December 31,
2015
As of
December 31,
2014
Valuation
Technique
Significant
Unobservable
Input(1)
As of
December 31,
2015
As of
December 31,
2014
(Dollars in millions)
Significant unobservable inputs readily
available to State Street:
Assets:
Asset-backed securities, other
State and political subdivisions
Derivative instruments, foreign exchange contracts
Total
Liabilities:
Derivative instruments, foreign exchange contracts
Derivative instruments, other(2)
Total
$
$
$
$
Credit spread
0.1%
0.2%
28
$
33
5
Discounted
cash flows
Discounted
cash flows
59
38
81 Option model
Volatility
Credit spread
66
$
178
5
$
74 Option model
Volatility
—
5
$
9
83
Discounted
cash flows
Participant
redemptions
2.2
9.3
9.2
—
2.1
9.1
9.0
5.2
(1) Significant changes in these unobservable inputs would result in significant changes in fair value measure.
(2) Relates to stable value wrap contracts; refer to the sensitivity discussion following the tables presented below, and to Note 12.
140
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present information with respect to the composition of our level-3 financial assets and
liabilities, by availability of significant unobservable inputs, as of the dates indicated:
December 31, 2015
(In millions)
Assets:
Asset-backed securities, student loans
Asset-backed securities, other
Non-U.S. debt securities, asset-backed securities
Non-U.S. debt securities, other
State and political subdivisions
Collateralized mortgage obligations
Other U.S. debt securities
Derivative instruments, foreign exchange contracts
Total
Liabilities:
Derivative instruments, foreign exchange contracts
Total
$
$
$
$
Significant
Unobservable Inputs
Readily Available to
State Street(1)
Significant Unobservable
Inputs Not Developed by
State Street and Not
Readily Available(2)
Total Assets and
Liabilities with Significant
Unobservable Inputs
— $
189
$
28
—
—
33
—
—
5
66
5
5
$
$
$
1,736
174
255
—
39
10
—
189
1,764
174
255
33
39
10
5
2,403
$
2,469
— $
— $
5
5
(1) Information with respect to these model-priced financial assets and liabilities is provided above in a separate table.
(2) Fair value for these financial assets is measured using non-binding broker or dealer quotes.
December 31, 2014
(In millions)
Assets:
Asset-backed securities, student loans
Asset-backed securities, other
Non-U.S. debt securities, asset-backed securities
Non-U.S. debt securities, other
State and political subdivisions
Collateralized mortgage obligations
Other U.S. debt securities
Derivative instruments, foreign exchange contracts
Total
Liabilities:
Derivative instruments, foreign exchange contracts
Derivative instruments, other
Total
Significant
Unobservable Inputs
Readily Available to
State Street(1)
Significant Unobservable
Inputs Not Developed by
State Street and Not
Readily Available(2)
Total Assets and Liabilities
with Significant
Unobservable Inputs
$
$
$
$
— $
59
—
—
38
—
—
81
259
$
3,721
295
371
—
614
9
—
178
$
5,269
$
74
9
83
$
$
— $
—
— $
259
3,780
295
371
38
614
9
81
5,447
74
9
83
(1) Information with respect to these model-priced financial assets and liabilities is provided above in a separate table.
(2) Fair value for these financial assets is measured using non-binding broker or dealer quotes.
We use internally-developed pricing models that
incorporate discounted cash flow and option model
techniques to measure the fair value of certain level-3
financial assets and liabilities. Use of these
techniques requires the determination of relevant
inputs and assumptions, some of which represent
significant unobservable inputs as indicated in the
preceding table. Accordingly, changes in these
unobservable inputs may have a significant impact on
fair value.
Certain of these unobservable inputs will, in
isolation, have a directionally consistent impact on the
fair value of the instrument for a given change in that
input. Alternatively, the fair value of the instrument
may move in an opposite direction for a given change
in another input. Where multiple inputs are used
within the valuation technique of an asset or liability, a
change in one input in a certain direction may be
offset by an opposite change in another input,
resulting in a potentially muted impact on the overall
fair value of that particular instrument. Additionally, a
change in one unobservable input may result in a
change to another unobservable input (that is,
changes in certain inputs are interrelated to one
141
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
another), which may counteract or magnify the fair-
value impact.
Fair Value Estimates:
Estimates of fair value for financial instruments
not carried at fair value on a recurring basis in our
consolidated statement of condition are generally
subjective in nature, and are determined as of a
specific point in time based on the characteristics of
the financial instruments and relevant market
information. Disclosure of fair-value estimates is not
required by U.S. GAAP for certain items, such as
lease financing, equity-method investments,
obligations for pension and other post-retirement
plans, premises and equipment, other intangible
assets and income-tax assets and liabilities.
Accordingly, aggregate fair-value estimates presented
do not purport to represent, and should not be
considered representative of, our underlying “market”
or franchise value. In addition, because of potential
differences in methodologies and assumptions used
to estimate fair values, our estimates of fair value
should not be compared to those of other financial
institutions.
We use the following methods to estimate the
fair values of our financial instruments:
• For financial instruments that have quoted
market prices, those quoted prices are used
to estimate fair value.
• 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.
The generally short duration of certain of our
assets and liabilities results in a significant number of
financial instruments for which fair value equals or
closely approximates the amount recorded in our
consolidated statement of condition. These financial
instruments are reported in the following captions in
our consolidated statement of condition: cash and
due from banks; interest-bearing deposits with banks;
securities purchased under resale agreements;
accrued interest and fees receivable; deposits;
securities sold under repurchase agreements; federal
funds purchased; and other short-term borrowings.
In addition, due to the relatively short duration of
certain of our net loans (excluding leases), we
consider fair value for these loans to approximate
their reported value. The fair value of other types of
loans, such as senior secured bank loans,
commercial real estate loans, purchased receivables
and municipal loans is estimated using information
obtained from independent third parties or by
discounting expected future cash flows using current
rates at which similar loans would be made to
borrowers with similar credit ratings for the same
remaining maturities. Commitments to lend have no
reported value because their terms are at prevailing
market rates.
142
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present the reported amounts and estimated fair values of the financial assets and
liabilities not carried at fair value on a recurring basis, as they would be categorized within the fair-value hierarchy,
as of the dates indicated.
Fair-Value Hierarchy
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)
Reported
Amount
Estimated
Fair Value
December 31, 2015
(In millions)
Financial Assets:
Cash and due from banks
$
1,207
$
1,207
$
1,207
$
— $
Interest-bearing deposits with banks
Securities purchased under resale agreements
Investment securities held to maturity
Net loans (excluding leases)(1)
75,338
3,404
29,952
17,838
75,338
3,404
29,798
17,792
—
—
—
—
75,338
3,404
29,798
17,667
Financial Liabilities:
Deposits:
Noninterest-bearing
Interest-bearing - U.S.
Interest-bearing - non-U.S.
Securities sold under repurchase agreements
Federal funds purchased
Other short-term borrowings
Long-term debt
$
65,800
$
65,800
$
— $
65,800
$
29,958
95,869
4,499
6
1,748
11,534
29,958
95,869
4,499
6
1,748
11,604
—
—
—
—
—
—
29,958
95,869
4,499
6
1,748
11,215
—
—
—
—
125
—
—
—
—
—
—
389
(1) Includes $14 million of loans classified as held-for-sale that were measured at fair value on a non-recurring basis as of December 31, 2015.
Fair-Value Hierarchy
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)
Reported
Amount
Estimated
Fair Value
December 31, 2014
(In millions)
Financial Assets:
Cash and due from banks
$
1,855
$
1,855
$
1,855
$
— $
Interest-bearing deposits with banks
Securities purchased under resale agreements
Investment securities held to maturity
Net loans (excluding leases)
Financial Liabilities:
Deposits:
Noninterest-bearing
Interest-bearing - U.S.
Interest-bearing - non-U.S.
Securities sold under repurchase agreements
Federal funds purchased
Other short-term borrowings
Long-term debt
93,523
2,390
17,723
17,158
93,523
2,390
17,842
17,131
—
—
—
—
93,523
2,390
17,842
16,964
$
70,490
$
70,490
$
— $
70,490
$
33,012
105,538
8,925
21
4,381
33,012
105,538
8,925
21
4,381
10,042
10,229
—
—
—
—
—
—
33,012
105,538
8,925
21
4,381
9,382
—
—
—
—
167
—
—
—
—
—
—
847
143
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3. Investment Securities
Investment securities held by us are classified
as either trading, AFS, or HTM at the time of
purchase and reassessed periodically, based on
management’s intent.
Generally, trading assets are debt and equity
securities purchased in connection with our trading
activities and, as such, are expected to be sold in the
near term. Our trading activities typically involve
active and frequent buying and selling with the
objective of generating profits on short-term
movements. AFS investment securities are those
securities that we intend to hold for an indefinite
period of time. AFS investment securities include
securities utilized as part of our asset-and-liability
management activities that may be sold in response
to changes in interest rates, prepayment risk, liquidity
needs or other factors. HTM securities are debt
securities that management has the intent and the
ability to hold to maturity.
Trading assets are carried at fair value. Both
realized and unrealized gains and losses on trading
assets are recorded in trading services revenue in our
consolidated statement of income. Debt and
marketable equity securities classified as AFS are
carried at fair value, and after-tax net unrealized
gains and losses are recorded in AOCI. Gains or
losses realized on sales of AFS investment securities
are computed using the specific identification method
and are recorded in gains (losses) related to
investment securities, net, in our consolidated
statement of income. HTM investment securities are
carried at cost, adjusted for amortization of premiums
and accretion of discounts.
144
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents the amortized cost and fair value, and associated unrealized gains and losses, of
investment securities as of the dates indicated:
(In millions)
Available for sale:
U.S. Treasury and federal agencies:
December 31, 2015
Gross
Unrealized
Gains
Losses
Amortized
Cost
Fair
Value
Amortized
Cost
December 31, 2014
Gross
Unrealized
Gains
Losses
Fair
Value
Direct obligations
$
5,717
$
6
$
5
$
5,718
$
10,573
$
83
$
Mortgage-backed securities
18,168
131
134
18,165
20,648
193
Asset-backed securities:
Student loans(1)
Credit cards
Sub-prime
Other(2)
Total asset-backed securities
Non-U.S. debt securities:
Mortgage-backed securities
Asset-backed securities
Government securities
Other(3)
Total non-U.S. debt securities
State and political subdivisions
Collateralized mortgage obligations
Other U.S. debt securities
U.S. equity securities
Non-U.S. equity securities
U.S. money-market mutual funds
Non-U.S. money-market mutual funds
Total
Held to maturity(4):
U.S. Treasury and federal agencies:
Direct obligations
Mortgage-backed securities
Asset-backed securities:
Student loans(1)
Credit cards
Other
Total asset-backed securities
Non-U.S. debt securities:
Mortgage-backed securities
Asset-backed securities
Government securities
Other
Total non-U.S. debt securities
State and political subdivisions
Collateralized mortgage obligations
7,358
1,378
448
1,724
10,908
7,010
3,272
4,348
4,817
19,447
9,402
2,993
2,611
33
3
542
19
16
—
2
43
61
72
2
7
29
110
371
16
31
9
—
—
—
198
37
31
3
7,176
1,341
419
1,764
12,478
3,077
1,005
4,055
269
10,700
20,615
11
7
—
12
30
27
22
18
3
—
—
—
7,071
3,267
4,355
4,834
19,527
9,746
2,987
2,624
39
3
542
19
9,442
3,215
3,899
5,383
21,939
10,532
5,280
4,033
29
2
449
8
106
10
2
100
218
168
11
10
52
241
325
71
88
10
—
—
—
1
127
$ 10,655
20,714
124
34
56
10
12,460
3,053
951
4,145
224
20,609
4
—
—
7
11
37
12
12
—
—
—
—
9,606
3,226
3,909
5,428
22,169
10,820
5,339
4,109
39
2
449
8
$
69,843
$ 735
$
508
$
70,070
$
94,108
$ 1,229
$
424
$ 94,913
$
20,878
$
610
1,592
897
366
2,855
2,202
1,415
239
65
3,921
1
1,687
2
2
—
—
2
2
109
4
—
—
113
—
60
$
217
$
20,663
$
5,114
$ — $
147
$
4,967
8
47
1
1
49
26
3
1
—
30
—
29
604
62
1,545
896
367
2,808
2,285
1,416
238
65
4,004
1
1,718
1,814
897
577
3,288
3,787
2,868
154
72
6,881
9
2,369
4
2
2
3
7
177
14
—
—
191
—
107
309
—
4
—
1
5
22
1
—
—
23
—
15
66
1,812
899
579
3,290
3,942
2,881
154
72
7,049
9
2,461
$
190
$ 17,842
Total
$
29,952
$ 179
$
333
$
29,798
$
17,723
$
(1) Primarily composed of securities guaranteed by the federal government with respect to at least 97% of defaulted principal and accrued interest on the underlying
loans.
(2) As of December 31, 2015 and 2014, the fair value of other ABS was primarily composed of $1.76 billion and $3.8 billion, respectively, of collateralized loan
obligations and approximately zero and $315 million, respectively, of automobile loan securities.
(3) As of December 31, 2015 and December 31, 2014, the fair value of other non-U.S. debt securities was primarily composed of $3.18 billion and $3.3 billion of
covered bonds and $613 million and $1.2 billion, as of December 31, 2015 and December 31, 2014, respectively, of corporate bonds.
(4) At amortized cost or fair value on the date of transfer from AFS.
145
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Aggregate investment securities with carrying
values of $34.18 billion and $44.02 billion as of
December 31, 2015 and 2014, respectively, were
designated as pledged for public and trust deposits,
short-term borrowings and for other purposes as
provided by law.
In the fourth quarter of 2015, $7.1 billion of U.S.
Treasuries previously classified as AFS were
transferred to HTM, reflecting our intent to hold these
securities until their maturity. These securities were
transferred at fair value, which included a net
unrealized gain of $89 million within accumulated
other comprehensive loss which will be accreted into
interest income over the life of the transferred
security.
146
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present the aggregate fair values of investment securities that have been in a continuous
unrealized loss position for less than 12 months, and those that have been in a continuous unrealized loss position
for 12 months or longer, as of the dates indicated:
December 31, 2015
(In millions)
Available for sale:
U.S. Treasury and federal agencies:
Direct obligations
Mortgage-backed securities
Asset-backed securities:
Student loans
Credit cards
Sub-prime
Other
Total asset-backed securities
Non-U.S. debt securities:
Mortgage-backed securities
Asset-backed securities
Government securities
Other
Total non-U.S. debt securities
State and political subdivisions
Collateralized mortgage obligations
Other U.S. debt securities
U.S. equity securities
Total
Held to maturity:
U.S. Treasury and federal agencies:
Direct obligations
Mortgage-backed
Asset-backed securities:
Student loans
Credit cards
Other
Total asset-backed securities
Non-U.S. mortgage-backed securities:
Mortgage-backed securities
Asset-backed securities
Government securities
Other
Total non-U.S. debt securities
Collateralized mortgage obligations
Less than 12 months
12 months or longer
Total
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
$
3,123
$
4
$
121
$
1
$
3,244
$
5,729
2,841
838
7
720
4,406
1,457
2,190
1,691
1,548
6,886
206
1,511
475
—
48
54
7
—
3
64
7
7
—
5
19
1
14
9
—
3,166
86
8,895
3,217
490
387
43
144
30
31
—
6,058
1,328
394
763
4,137
205
8,543
437
22
—
527
986
658
217
178
5
4
—
—
7
11
26
8
9
3
1,894
2,212
1,691
2,075
7,872
864
1,728
653
5
5
134
198
37
31
3
269
11
7
—
12
30
27
22
18
3
$ 22,336
$
159
$
9,468
$
349
$ 31,804
$
508
$ 16,370
$
120
$
3,005
$
560
896
636
102
1,634
338
1,015
128
—
1,481
634
8
25
1
—
26
2
3
1
—
6
9
—
615
—
31
646
524
69
—
43
636
537
97
—
22
—
1
23
24
—
—
—
24
20
$ 19,375
$
560
1,511
636
133
2,280
862
1,084
128
43
2,117
1,171
217
8
47
1
1
49
26
3
1
—
30
29
Total
$ 20,679
$
169
$
4,824
$
164
$ 25,503
$
333
147
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014
(In millions)
Available for sale:
U.S. Treasury and federal agencies:
Direct obligations
Mortgage-backed securities
Asset-backed securities:
Student loans
Credit cards
Sub-prime
Other
Total asset-backed securities
Non-U.S. debt securities:
Mortgage-backed securities
Other
Total non-U.S. debt securities
State and political subdivisions
Collateralized mortgage obligations
Other U.S. debt securities
Total
Held to maturity:
U.S. Treasury and federal agencies:
Direct obligations
Asset-backed securities:
Student Loans
Other
Total asset-backed securities
Non-U.S. debt securities:
Mortgage-backed securities
Asset-backed securities
Total non-U.S. debt securities
Collateralized mortgage obligations
Less than 12 months
12 months or longer
Total
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
$
— $
— $
167
$
1
$
167
$
2,569
1,473
344
—
547
2,364
1,350
581
1,931
610
731
327
9
15
1
—
1
17
2
4
6
3
2
2
6,466
118
9,035
5,025
1,270
896
791
7,982
170
328
498
1,315
311
244
109
33
56
9
6,498
1,614
896
1,338
207
10,346
2
3
5
34
10
10
1,520
909
2,429
1,925
1,042
571
1
127
124
34
56
10
224
4
7
11
37
12
12
$
8,532
$
39
$ 16,983
$
385
$ 25,515
$
424
$
76
$
1
$
4,891
$
146
$
4,967
$
147
780
124
904
507
699
1,206
422
3
1
4
3
1
4
4
192
—
192
590
—
590
547
1
—
1
19
—
19
11
972
124
1,096
1,097
699
1,796
969
4
1
5
22
1
23
15
Total
$
2,608
$
13
$
6,220
$
177
$
8,828
$
190
148
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents contractual maturities of debt investment securities by carrying amount as of
December 31, 2015:
(In millions)
Available for sale:
U.S. Treasury and federal agencies:
Direct obligations
Mortgage-backed securities
Asset-backed securities:
Student loans
Credit cards
Sub-prime
Other
Total asset-backed securities
Non-U.S. debt securities:
Mortgage-backed securities
Asset-backed securities
Government securities
Other
Total non-U.S. debt securities
State and political subdivisions
Collateralized mortgage obligations
Other U.S. debt securities
Total
Held to maturity:
U.S. Treasury and federal agencies:
Direct obligations
Mortgage-backed securities
Asset-backed securities:
Student loans
Credit cards
Other
Total asset-backed securities
Non-U.S. debt securities:
Mortgage-backed securities
Asset-backed securities
Government securities
Other
Total non-U.S. debt securities
State and political subdivisions
Collateralized mortgage obligations
Total
Under 1
Year
1 to 5
Years
6 to 10
Years
Over 10
Years
Total
$
2,000
$
3,223
$
40
$
455
$
5,718
78
2,501
3,858
11,728
18,165
339
2
1
19
361
1,103
485
2,736
1,410
5,734
542
350
948
3,702
259
5
220
4,186
3,375
2,394
1,619
2,886
10,274
2,450
80
1,500
2,054
1,080
3
1,260
4,397
648
220
—
538
1,406
5,001
472
142
1,081
—
410
265
7,176
1,341
419
1,764
1,756
10,700
1,945
168
—
—
2,113
1,753
2,085
34
7,071
3,267
4,355
4,834
19,527
9,746
2,987
2,624
$
10,013
$
24,214
$
15,316
$
19,924
$
69,467
$
— $
11,348
$
9,440
$
90
$
20,878
1
—
—
60
60
435
201
129
22
787
1
251
12
193
680
227
1,100
507
1,067
110
43
1,727
—
142
—
304
217
76
597
95
147
—
—
242
—
489
597
610
1,095
—
3
1,098
1,165
—
—
—
1,165
—
805
1,592
897
366
2,855
2,202
1,415
239
65
3,921
1
1,687
$
1,100
$
14,329
$
10,768
$
3,755
$
29,952
The maturities of asset-backed securities, mortgage-backed securities, and collateralized mortgage obligations
are based on expected principal payments.
149
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present gross realized
gains and losses from sales of AFS investment
securities, and the components of net impairment
losses included in net gains and losses related to
investment securities, for the years ended December
31:
(In millions)
2015
2014
2013
Gross realized gains from
sales of AFS investment
securities
Gross realized losses from
sales of AFS investment
securities
Net impairment losses:
Gross losses from OTTI
Losses reclassified (from)
to other comprehensive
income
Net impairment losses(1)
Gains (losses) related to
investment securities, net
(1) Net impairment losses,
recognized in our
consolidated statement of
income, were composed of
the following:
Impairment associated
with expected credit
losses
Impairment associated
with management's intent
to sell impaired securities
prior to recovery in value
Impairment associated
with adverse changes in
timing of expected future
cash flows
$
57
$
64
$ 104
(62)
(49)
(90)
(1)
—
(1)
(1)
(21)
(10)
(11)
(2)
(23)
$
(6) $
4
$
(9)
$
— $
(10) $
(11)
—
—
(6)
(1)
(1)
(6)
Net impairment losses
$
(1) $
(11) $
(23)
The following table presents a roll-forward with
respect to net impairment losses that have been
recognized in income for the periods indicated.
(In millions)
Twelve Months Ended
December 31,
2015
2014
2013
Balance, beginning of period
$
115
$
122
$ 124
Additions:
Losses for which OTTI was not
previously recognized
Losses for which OTTI was
previously recognized
Deductions:
Previously recognized losses
related to securities sold or
matured
Losses related to securities
intended or required to be sold
Balance, end of period
$
1
—
—
11
14
9
(24)
(12)
(25)
—
92
(6)
—
$
115
$ 122
Interest revenue related to debt securities is
recognized in our consolidated statement of income
using the effective interest method, or on a basis
approximating a level rate of return over the
contractual or estimated life of the security. The level
rate of return considers any nonrefundable fees or
costs, as well as purchase premiums or discounts,
resulting in amortization or accretion, accordingly.
For debt securities acquired for which we
consider it probable as of the date of acquisition that
we will be unable to collect all contractually required
principal, interest and other payments, the excess of
our estimate of undiscounted future cash flows from
these securities over their initial recorded investment
is accreted into interest revenue on a level-yield basis
over the securities’ estimated remaining terms.
Subsequent decreases in these securities’ expected
future cash flows are either recognized prospectively
through an adjustment of the yields on the securities
over their remaining terms, or are evaluated for other-
than-temporary impairment. Increases in expected
future cash flows are recognized prospectively over
the securities’ estimated remaining terms through the
recalculation of their yields.
For certain debt securities acquired which are
considered to be beneficial interests in securitized
financial assets, the excess of our estimate of
undiscounted future cash flows from these securities
over their initial recorded investment is accreted into
interest revenue on a level-yield basis over the
securities’ estimated remaining terms. Subsequent
decreases in these securities’ expected future cash
flows are either recognized prospectively through an
adjustment of the yields on the securities over their
remaining terms, or are evaluated for other-than-
temporary impairment. Increases in expected future
cash flows are recognized prospectively over the
securities’ estimated remaining terms through the
recalculation of their yields.
Impairment:
We conduct periodic reviews of individual
securities to assess whether OTTI exists. Impairment
exists when the current fair value of an individual
security is below its amortized cost basis. When the
decline in the security's fair value is deemed to be
other than temporary, the loss is recorded in our
consolidated statement of income. In addition, for
AFS and HTM debt securities, impairment is recorded
in our consolidated statement of income when
management intends to sell (or may be required to
sell) the securities before they recover in value, or
when management expects the present value of cash
flows expected to be collected from the securities to
be less than the amortized cost of the impaired
security (a credit loss).
Our review of impaired securities generally
includes:
150
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
•
•
•
•
•
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.
Factors considered in determining whether
impairment is other than temporary include:
• certain macroeconomic drivers;
• certain industry-specific drivers;
•
•
•
the length of time the security has been
impaired;
the severity of the impairment;
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.
Substantially all of our investment securities
portfolio is composed of debt securities. A critical
component of our assessment of OTTI of these debt
securities is the identification of credit-impaired
securities for which management does not expect to
receive cash flows sufficient to recover the entire
amortized cost basis of the security.
Debt securities that are not deemed to be credit-
impaired are subject to additional management
analysis to assess whether management intends to
sell, or, more likely than not, would be required to sell,
the security before the expected recovery of its
amortized cost basis.
The following provides a description of our
process for the identification and assessment of
OTTI, as well as information about OTTI recorded in
2015 and 2014 and changes in period-end unrealized
losses, for major security types as of December 31,
2015.
U.S. Agency Securities
Our portfolio of U.S. agency direct obligations
and mortgage-backed securities receives the implicit
or explicit backing of the U.S. government in
conjunction with specified financial support of the
U.S. Treasury. We recorded no OTTI on these
securities in 2015, 2014 or 2013. The overall increase
in the unrealized losses on these securities as of
December 31, 2015 was primarily attributable to
interest rate increases in 2015.
Asset-Backed Securities - Student Loans
Asset-backed securities collateralized by student
loans are primarily composed of securities
collateralized by FFELP loans. FFELP loans benefit
from a federal government guarantee of at least 97%
of defaulted principal and accrued interest, with
additional credit support provided in the form of over-
collateralization, subordination and excess spread,
which collectively total in excess of 100%.
Accordingly, the vast majority of FFELP loan-backed
securities are protected from traditional consumer
credit risk.
We recorded no OTTI on these securities in
2015, 2014 or 2013. The gross unrealized losses in
our FFELP loan-backed securities portfolio as of
December 31, 2015 were primarily attributable to the
widening FFELP spreads during the year as some
rating agencies are reviewing the FFELP market for
bonds with cash flows that might extend past their
legal final maturities.
Our assessment of OTTI of these securities
considers, among many other factors, the strength of
the U.S. government guarantee, the performance of
the underlying collateral, and the remaining average
term of the FFELP loan-backed securities portfolio,
which was approximately 4.3 years as of
December 31, 2015.
Our total exposure to private student loan-
backed securities was less than $300 million as of
December 31, 2015. Our assessment of OTTI of
private student loan-backed securities considers,
among other factors, the impact of high
unemployment rates on the collateral performance of
private student loans. We recorded no OTTI on these
securities in 2015, 2014 or 2013.
151
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Non-U.S. Mortgage- and Asset-Backed Securities
Non-U.S. mortgage- and asset-backed
securities are primarily composed of U.K., Australian
and Dutch securities collateralized by residential
mortgages and German securities collateralized by
automobile loans and leases. Our assessment of
impairment with respect to these securities considers
the location of the underlying collateral, collateral
enhancement and structural features, expected credit
losses under base-case and stressed conditions and
the macroeconomic outlook for the country in which
the collateral is located, including housing prices and
unemployment. Where appropriate, any potential
loss after consideration of the above-referenced
factors is further evaluated to determine whether any
OTTI exists.
We recorded OTTI of $1 million, $1 million, and
$6 million for the years ended December 31, 2015,
2014 and 2013, respectively, on non-U.S. residential
mortgage-backed securities in our consolidated
statement of income associated with adverse
changes in the timing of expected future cash flows
from the securities.
In addition, in the year ended December 31,
2013, we recorded OTTI of $6 million on these
securities in our consolidated statement of income
associated with management's intent to sell the
impaired security prior to its recovery in value.
Our assessment of OTTI of these securities
takes into account government intervention in the
corresponding mortgage markets and assumes a
conservative baseline macroeconomic environment
for this region, factoring in slower economic growth
and continued government austerity measures. Our
baseline view assumes a recessionary period
characterized by high unemployment and by
additional housing price declines of between 3% and
17% across these four countries. Our evaluation of
OTTI in our base case does not assume a disorderly
sovereign-debt restructuring or a break-up of the
Eurozone. In addition, we perform stress testing and
sensitivity analysis in order to understand the impact
of more severe assumptions on potential OTTI.
State and Political Subdivisions and Other U.S. Debt
Securities
Our municipal securities portfolio primarily
includes securities issued by U.S. states and their
municipalities. A portion of this portfolio is held in
connection with our tax-exempt investment program,
more fully described in Note 14. Our portfolio of other
U.S. debt securities is primarily composed of
securities issued by U.S. corporations.
Our assessment of OTTI of these portfolios
considers, among other factors, adverse conditions
specifically related to the industry, geographic area or
financial condition of the issuer; the structure of the
security, including collateral, if any, and payment
schedule; rating agency changes to the security's
credit rating; the volatility of the fair value changes;
and our intent and ability to hold the security until its
recovery in value. If the impairment of the security is
credit-related, we estimate the future cash flows from
the security, tailored to the security and considering
the above-described factors, and any resulting
impairment deemed to be other-than-temporary is
recorded in our consolidated statement of income.
We recorded no OTTI on these securities in
2015, 2014 or 2013. The decline in the unrealized
losses on these securities as of December 31, 2015
was primarily attributable to the narrowing of spreads
and U.S. Treasury rates in 2015.
U.S. Non-Agency Residential Mortgage-Backed
Securities
We assess OTTI of our portfolio of U.S. non-
agency residential mortgage-backed securities using
cash flow models, tailored for each security, that
estimate the future cash flows from the underlying
mortgages, using the security-specific collateral and
transaction structure. Estimates of future cash flows
are subject to management judgment. The future
cash flows and performance of our portfolio of U.S.
non-agency residential mortgage-backed securities
are a function of a number of factors, including, but
not limited to, the condition of the U.S. economy, the
condition of the U.S. residential mortgage markets,
and the level of loan defaults, prepayments and loss
severities. Management's estimates of future losses
for each security also consider the underwriting and
historical performance of each specific security, the
underlying collateral type, vintage, borrower profile,
third-party guarantees, current levels of
subordination, geography and other factors.
We recorded no OTTI on these securities in
2015, 2014 or 2013.
U.S. Non-Agency Commercial Mortgage-Backed
Securities
With respect to our portfolio of U.S. non-agency
commercial mortgage-backed securities, OTTI is
assessed by considering a number of factors,
including, but not limited to, the condition of the U.S.
economy and the condition of the U.S. commercial
real estate market, as well as capitalization rates.
Management estimates of future losses for each
security also consider the underlying collateral type,
property location, vintage, debt-service coverage
ratios, expected property income, servicer advances
and estimated property values, as well as current
levels of subordination. We recorded no OTTI on
152
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
these securities in 2015. In 2014 and 2013 , we
recorded $10 million and $11 million, respectively, of
OTTI on these securities, all associated with
expected credit losses.
The estimates, assumptions and other risk
factors utilized in our assessment of impairment as
described above are used by management to identify
securities which are subject to further analysis of
potential credit losses. Additional analyses are
performed using more stressful assumptions to
further evaluate the sensitivity of losses relative to the
above-described factors. However, since the
assumptions are based on the unique characteristics
of each security, management uses a range of
estimates for prepayment speeds, default, and loss
severity forecasts that reflect the collateral profile of
the securities within each asset class. In addition, in
measuring expected credit losses, the individual
characteristics of each security are examined to
determine whether any additional factors would
increase or mitigate the expected loss. Once losses
are determined, the timing of the loss will also affect
the ultimate OTTI, since the loss is ultimately subject
to a discount commensurate with the purchase yield
of the security.
After a review of the investment portfolio, taking
into consideration current economic conditions,
adverse situations that might affect our ability to fully
collect principal and interest, the timing of future
payments, the credit quality and performance of the
collateral underlying mortgage- and asset-backed
securities and other relevant factors, and excluding
OTTI recorded in 2015, management considers the
aggregate decline in fair value of the investment
securities portfolio and the resulting gross pre-tax
unrealized losses of $841 million related to 1,289
securities as of December 31, 2015 to be temporary,
and not the result of any material changes in the
credit characteristics of the securities.
Note 4. Loans and Leases
Loans are generally recorded at their principal
amount outstanding, net of the allowance for loan
losses, unearned income, and any net unamortized
deferred loan origination fees. Acquired loans have
been initially recorded at fair value based on
management’s expectation with respect to future
principal and interest collection as of the date of
acquisition. Acquired loans are held for investment,
and as such their initial fair value is not adjusted
subsequent to acquisition. Loans that are classified
as held-for-sale are measured at lower of cost or fair
value on an individual basis.
Interest revenue related to loans is recognized in
our consolidated statement of income using the
interest method, or on a basis approximating a level
rate of return over the term of the loan. Fees
received for providing loan commitments and letters
of credit that we anticipate will result in loans typically
are deferred and amortized to interest revenue over
the term of the related loan, beginning with the initial
borrowing. Fees on commitments and letters of credit
are amortized to processing fees and other revenue
over the commitment period when funding is not
known or expected.
Leveraged-lease investments are reported at the
aggregate of lease payments receivable and
estimated residual values, net of non-recourse debt
and unearned income. Lease residual values are
reviewed regularly for other-than-temporary
impairment, with valuation adjustments recorded
against processing fees and other revenue.
Unearned income is recognized to yield a level rate of
return on the net investment in the leases. Gains and
losses on residual values of leased equipment sold
are recorded in processing fees and other revenue.
The following table presents our recorded
investment in loans and leases, by segment and
class, as of the dates indicated:
(In millions)
Institutional:
Investment funds:
U.S.
Non-U.S.
Commercial and financial:
U.S.
Non-U.S.
Purchased receivables:
U.S.
Non-U.S.
Lease financing:
U.S.
Non-U.S.
Total institutional
Commercial real estate:
U.S.
Total loans and leases
Allowance for loan losses
Loans and leases, net of
allowance for loan losses
December 31,
2015
December 31,
2014
$
11,136
$
1,678
4,671
278
93
—
337
578
11,388
2,333
3,061
256
124
6
335
668
18,771
18,171
28
18,799
(46)
28
18,199
(38)
$
18,753
$
18,161
153
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The components of our net investment in
leveraged lease financing, included in the institutional
segment in the preceding table, were as follows as of
December 31:
(In millions)
Net rental income receivable
Estimated residual values
Unearned income
Investment in leveraged lease financing
Less: related deferred income tax liabilities
2015
2014
$
1,159
$
1,284
89
(333)
915
(334)
89
(370)
1,003
(326)
677
Net investment in leveraged lease financing
$
581
$
We segregate our loans and leases into two
segments: institutional and CRE. Within the
institutional and CRE segments, we further segregate
the receivables into classes based on their risk
characteristics, their initial measurement attributes
and the methods we use to monitor and assess credit
risk.
The institutional segment is composed of the
following classes: investment funds, commercial-and-
financial, purchased receivables and lease financing.
The investment funds class includes lending to
mutual and other collective investment funds. The
commercial-and-financial class includes lending to
corporate borrowers, including broker/dealers, as well
as purchased senior secured bank loans. These
senior secured bank loans, which are more fully
described below, are carried in connection with our
participation in loan syndications in the non-
investment-grade lending market. The purchased
receivables class represents undivided interests in
securitized pools of underlying third-party receivables
added in connection with the commercial paper
conduit consolidation in 2009. The lease financing
class includes our investment in leveraged lease
financing.
Short-duration advances to our clients included
in the institutional segment were $2.62 billion and
$3.54 billion as of December 31, 2015 and
December 31, 2014, respectively. These short-
duration advances provide liquidity to fund clients in
support of their transaction flows associated with
securities settlement activities.
The commercial-and-financial class in the
institutional segment presented in the preceding table
included approximately $3.14 billion and $2.07 billion
of senior secured bank loans as of December 31,
2015 and 2014, respectively. These senior secured
bank loans are included in the “speculative” category
in the credit-quality-indicator tables presented below.
As of December 31, 2015 and December 31, 2014,
our allowance for loan losses included approximately
$35 million and $26 million, respectively, related to
these loans.
The CRE segment comprises the loans acquired
in 2008 pursuant to indemnified repurchase
agreements with an affiliate of Lehman as a result of
the Lehman Brothers bankruptcy. The CRE loans,
primarily collateralized by direct and indirect interests
in commercial real estate, were recorded at their
then-current fair value based on management’s
expectations with respect to future cash flows from
the loans using appropriate market discount rates as
of the date of acquisition. These cash flow estimates
are updated quarterly to reflect changes in
management’s expectations, which consider market
conditions and other factors.
154
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present our recorded investment in each class of loans and leases by credit quality
indicator as of the dates indicated:
December 31, 2015
(In millions)
Investment grade(1)
Speculative(2)
Special mention(3)
Total
December 31, 2014
(In millions)
Investment grade(1)
Speculative(2)
Total
Institutional
Investment
Funds
Commercial
and Financial
Purchased
Receivables
Lease
Financing
Commercial
Real Estate
Total
Loans and
Leases
$
$
12,415
399
—
12,814
$
$
1,780
3,138
31
4,949
$
$
93
—
—
93
$
$
888
27
—
915
Institutional
Investment
Funds
Commercial
and Financial
Purchased
Receivables
Lease
Financing
$
$
13,304
417
13,721
$
$
1,011
2,306
3,317
$
$
130
—
130
$
$
976
27
1,003
$
$
$
$
28
—
—
28
$
$
15,204
3,564
31
18,799
Commercial
Real Estate
Total
Loans and
Leases
— $
28
28
$
15,421
2,778
18,199
(1) Investment-grade loans and leases consist of counterparties with strong credit quality and low expected credit risk and probability of default. Ratings apply to counterparties
with a strong capacity to support the timely repayment of any financial commitment.
(2) Speculative loans and leases consist of counterparties that face ongoing uncertainties or exposure to business, financial, or economic downturns. However, these
counterparties may have financial flexibility or access to financial alternatives, which allow for financial commitments to be met.
(3) Special mention loans and leases consist of counterparties with potential weaknesses that, if uncorrected, may result in deterioration of repayment prospects.
We use an internal risk-rating system to assess
our risk of credit loss for each loan or lease. This
risk-rating process incorporates the use of risk-rating
tools in conjunction with management judgment.
Qualitative and quantitative inputs are captured in a
systematic manner, and following a formal review and
approval process, an internal credit rating based on
our credit scale is assigned.
In assessing the risk rating assigned to each
individual loan or lease, among the factors
considered are the borrower's debt capacity,
collateral coverage, payment history and delinquency
experience, financial flexibility and earnings strength,
the expected amounts and sources of repayment, the
level and nature of contingencies, if any, and the
industry and geography in which the borrower
operates. These factors are based on an evaluation
of historical and current information, and involve
subjective assessment and interpretation. Credit
counterparties are evaluated and risk-rated on an
individual basis at least annually. Management
considers the ratings to be current as of
December 31, 2015.
The following table presents our recorded investment in loans and leases, disaggregated based on our
impairment methodology, as of the dates indicated:
(In millions)
Loans and leases:
Collectively evaluated for impairment(1)
Total
December 31, 2015
December 31, 2014
Institutional
Commercial
Real Estate
Total Loans
and Leases
Institutional
Commercial
Real Estate
Total Loans
and Leases
$
$
18,771
18,771
$
$
28
28
$
$
18,799
$ 18,171
18,799
$ 18,171
$
$
28
28
$
$
18,199
18,199
(1) For those portfolios where there are a small number of loans each with a large balance, we review each loan annually for indicators of impairment. For those loans
where no such indicators are identified, the loans are collectively evaluated for impairment. As of December 31, 2015 and December 31, 2014, all of the allowance
for loan losses of $46 million and $38 million, respectively, related to institutional loans collectively evaluated for impairment.
155
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents information related to our recorded investment in impaired loans and leases as of
the dates indicated:
(In millions)
With no related allowance recorded:
CRE—property development—acquired credit-impaired
CRE—other—acquired credit-impaired
Total CRE
December 31, 2015
December 31, 2014
Recorded
Investment
Unpaid
Principal
Balance(1)
Recorded
Investment
Unpaid
Principal
Balance(1)
$
$
— $
—
— $
34
22
56
$
$
— $
—
— $
34
22
56
(1) As of December 31, 2015 and December 31, 2014, all of the allowance for loan losses of $46 million and $38 million, respectively, related to institutional and CRE
loans collectively evaluated for impairment.
In certain circumstances, we restructure troubled
loans by granting concessions to borrowers
experiencing financial difficulty. Once restructured,
the loans are generally considered impaired until their
maturity, regardless of whether the borrowers perform
under the modified terms of the loans. No loans were
modified in troubled debt restructurings during the
years ended December 31, 2015 and 2014.
We generally place loans on non-accrual status
once principal or interest payments are 60 days
contractually past due, or earlier if management
determines that full collection is not probable. Loans
60 days past due, but considered both well-secured
and in the process of collection, may be excluded
from non-accrual status. When we place a loan on
non-accrual status, the accrual of interest is
discontinued and previously recorded but unpaid
interest is reversed and generally charged against
interest revenue. For loans on non-accrual status,
revenue is recognized on a cash basis after recovery
of principal, if and when interest payments are
received. Loans may be removed from non-accrual
status when repayment is reasonably assured and
performance under the terms of the loan has been
demonstrated.
As of December 31, 2015 and December 31,
2014, no institutional loans or leases and no CRE
loans were on non-accrual status or 90 days or more
contractually past due.
The allowance for loan losses, recorded as a
reduction of loans and leases in our consolidated
statement of condition, represents management’s
estimate of incurred credit losses in our loan-and-
lease portfolio as of the balance sheet date. The
allowance is evaluated on a regular basis by
management. Factors considered in evaluating the
appropriate level of the allowance for both the
institutional and commercial real estate segments of
our loan-and-lease portfolio include loss experience,
the probability of default reflected in our internal risk
rating of the counterparty's creditworthiness, current
economic conditions and adverse situations that may
affect the borrower’s ability to repay, the estimated
value of the underlying collateral, if any, the
performance of individual credits in relation to
contract terms, and other relevant factors.
Loans are charged off to the allowance for loan
losses in the reporting period in which either an event
occurs that confirms the existence of a loss on a loan
or a portion of a loan is determined to be
uncollectible. In addition, any impaired loan that is
determined to be collateral-dependent is reduced to
an amount equal to the fair value of the collateral less
costs to sell. A loan is identified as collateral-
dependent when management determines that it is
probable that the underlying collateral will be the sole
source of repayment. Recoveries are recorded on a
cash basis as adjustments to the allowance.
The reserve for off-balance sheet credit
exposures, recorded in accrued expenses and other
liabilities in our consolidated statement of condition,
represents management’s estimate of probable credit
losses in outstanding letters and lines of credit and
other credit-enhancement facilities provided to our
clients and outstanding as of the balance sheet date.
The reserve is evaluated on a regular basis by
management. Factors considered in evaluating the
appropriate level of this reserve are similar to those
considered with respect to the allowance for loan
losses. Provisions to maintain the reserve at a level
considered by us to be appropriate to absorb
estimated incurred credit losses in outstanding
facilities are recorded in other expenses in our
consolidated statement of income.
156
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents activity in the
allowance for loan losses for the periods indicated:
Years Ended December 31,
2015
2014
2013
Total Loans
and Leases
Total Loans
and Leases
Total Loans
and Leases
(In millions)
Allowance for loan
losses(1)(2):
Beginning balance
$
38
$
28
$
Provision for loan
losses
Charge-offs
12
(4)
Ending balance
$
46
$
10
—
38
$
22
6
—
28
(1) As of December 31, 2015, approximately $35 million of our allowance for
loan losses was related to senior secured bank loans included in the
institutional segment; the remaining $11 million was related to other
commercial-and-financial loans in the institutional segment.
(2) There were no recoveries in any of the years ended December 31, 2015,
2014 or 2013.
The provision of $12 million and the charge-offs
of $4 million recorded in the year ended
December 31, 2015 were a result of exposure to
certain senior secured bank loans to non-investment
grade borrowers, which we purchased in connection
with our participation in loan syndications in the non-
investment-grade lending market.
The provision of $10 million recorded in the year
ended December 31, 2014 and $6 million recorded in
the year ended December 31, 2013 primarily resulted
from our estimate of credit losses incurred on our
portfolio of senior secured bank loans.
Loans and leases are reviewed on a regular
basis, and any provisions for loan losses that are
recorded reflect management's estimate of the
amount necessary to maintain the allowance for loan
losses at a level considered appropriate to absorb
estimated incurred losses in the loan-and-lease
portfolio.
Note 5. Goodwill and Other Intangible Assets
Goodwill represents the excess of the cost of an
acquisition over the fair value of the net tangible and
other intangible assets acquired. Other intangible
assets represent purchased assets that can be
distinguished from goodwill because of contractual
rights or because the asset can be exchanged on its
own or in combination with a related contract, asset or
liability. Goodwill is not amortized, but is subject to
annual evaluation for impairment. Other intangible
assets, which are also subject to annual evaluation for
impairment, are mainly related to client relationships,
which are amortized on a straight-line basis over
periods ranging from five to twenty years, and core
deposit intangible assets, which are amortized over
periods ranging from sixteen to twenty-two years, with
such amortization recorded in other expenses in our
consolidated statement of income.
Impairment of goodwill is deemed to exist if the
carrying value of a reporting unit, including its
allocation of goodwill and other intangible assets,
exceeds its estimated fair value. Impairment of other
intangible assets is deemed to exist if the balance of
the other intangible asset exceeds the cumulative
expected net cash inflows related to the asset over its
remaining estimated useful life. If these reviews
determine that goodwill or other intangible assets are
impaired, the value of the goodwill or the other
intangible asset is written down through a charge to
other expenses in our consolidated statement of
income.
The following table presents changes in the carrying amount of goodwill during the periods indicated:
(In millions)
Goodwill:
Beginning balance
Foreign currency translation
Ending balance
Years Ended December 31,
2015
2014
Investment
Servicing
Investment
Management
Total
Investment
Servicing
Investment
Management
Total
$
$
5,793
$
(152)
5,641
$
33
$ 5,826
$
5,999
$
37
$
6,036
(3)
(155)
(206)
(4)
(210)
30
$ 5,671
$
5,793
$
33
$
5,826
157
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents changes in the net carrying amount of other intangible assets during the periods
indicated:
(In millions)
Other intangible assets:
Beginning balance
Acquisitions
Amortization
Foreign currency translation and other, net
Years Ended December 31,
2015
2014
Investment
Servicing
Investment
Management
Total
Investment
Servicing
Investment
Management
Total
$
1,998
$
16
(187)
(74)
27
—
(10)
(2)
$ 2,025
$
2,321
$
16
(197)
(76)
—
(213)
(110)
39
—
(9)
(3)
$ 2,360
—
(222)
(113)
Ending balance
$
1,753
$
15
$ 1,768
$
1,998
$
27
$ 2,025
The following table presents the gross carrying amount, accumulated amortization and net carrying amount of
other intangible assets by type as of the dates indicated:
(In millions)
Other intangible assets:
Client relationships
Core deposits
Other
Total
Years Ended December 31,
2015
2014
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
$
2,486
$
(1,198) $ 1,288
$
2,569
$
(1,088) $
1,481
667
147
(246)
(88)
421
59
688
214
(219)
(139)
469
75
$
3,300
$
(1,532) $ 1,768
$
3,471
$
(1,446) $
2,025
Amortization expense related to other intangible
assets was $197 million, $222 million and $214 million
for the years ended December 31, 2015, 2014 and
2013, respectively. An impairment of approximately $9
million associated with intangible assets was included
in amortization expense in 2014.
Expected future amortization expense for other
intangible assets recorded as of December 31, 2015 is
as follows:
Year Ending December 31,
(In millions)
2016
2017
2018
2019
2020
$
193
186
162
148
145
158
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 6. Other Assets
Note 7. Deposits
The following table presents the components of
As of December 31, 2015, we had $46.55 billion
other assets as of the dates indicated:
(In millions)
December 31,
2015
December 31,
2014
Collateral deposits, net
$
21,465
$
18,134
Derivative instruments, net
Bank-owned life insurance
Investments in joint ventures and
other unconsolidated entities
Accounts receivable
Receivable for securities
settlement
Prepaid expenses
Deferred tax assets, net of
valuation allowance(1)
Income taxes receivable
Deposits with clearing
organizations
Other
Total
4,777
3,078
2,034
1,018
311
284
182
154
127
510
7,934
2,402
1,798
513
218
259
214
396
197
535
$
33,940
$
32,600
(1) Deferred tax assets and liabilities recorded in our consolidated statement
of condition are netted within the same tax jurisdiction. Gross deferred tax
assets and liabilities are presented in Note 22.
of time deposits outstanding, of which $127 million
were non-U.S. and all of which are scheduled to
mature in 2016. As of December 31, 2014, we had
$56.42 billion of time deposits outstanding, of which
$660 million were non-U.S. As of December 31, 2015
and 2014, substantially all U.S. and non-U.S. time
deposits were in amounts of $100,000 or more.
Note 8. Short-Term Borrowings
Our short-term borrowings include securities
sold under repurchase agreements, federal funds
purchased and other short-term borrowings; other
short-term borrowings include borrowings associated
with our tax-exempt investment program, more fully
described in Note 14. State Street phased-out its
commercial paper program prior to December 31,
2015 consistent with the objectives of its 2015
recovery and resolution plan developed pursuant to
the requirements of the Dodd-Frank Act.
Collectively, short-term borrowings had
weighted-average interest rates of 0.05% and 0.04%
for the years ended December 31, 2015 and 2014,
respectively.
The following tables present information with respect to the amounts outstanding and weighted-average
interest rates of the primary components of our short-term borrowings as of and for the years ended December 31:
Securities Sold Under
Repurchase Agreements
Federal Funds Purchased
(Dollars in millions)
2015
2014
2013
2015
2014
2013
Balance as of December 31
$
4,499
$
8,925
$
7,953
$
Maximum outstanding as of any month-end
Average outstanding during the year
Weighted-average interest rate as of year-end
Weighted-average interest rate for the year
10,977
8,875
.020%
.01
10,955
8,817
.005%
.00
11,538
8,436
.003%
.01
$
6
29
21
.03%
.01
$
21
29
20
.01%
.00
19
570
298
.13%
.00
Tax-Exempt
Investment Program
Corporate Commercial Paper
Program
(Dollars in millions)
2015
2014
2013
2015
2014
2013
Balance as of December 31
$
1,748
$
1,870
$
1,948
$
— $
2,485
$
Maximum outstanding as of any month-end
Average outstanding during the year
Weighted-average interest rate as of year-end
Weighted-average interest rate for the year
1,865
1,807
.03%
.06
1,938
1,903
.06%
.08
2,135
2,030
.09%
.13
2,919
1,897
.00%
.26
2,485
2,136
.16%
.17
1,819
2,535
1,632
.14%
.18
159
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We maintain an agreement with a clearing
organization that enables us to net all securities
purchased under resale agreements and sold under
repurchase agreements with counterparties that are
also members of the clearing organization. As a
result of this netting, the average balances of
securities purchased under resale agreements and
securities sold under repurchase agreements were
reduced by $30.30 billion for 2015 and $28.82 billion
for 2014.
State Street Bank currently maintains a line of
credit of CAD 1.40 billion, or approximately $1.09
billion as of December 31, 2015, to support its
Canadian securities processing operations. The line
of credit has no stated termination date and is
cancelable by either party with prior notice. As of
December 31, 2015 and 2014, there was no balance
outstanding on this line of credit.
The following table presents the components of
securities sold under repurchase agreements by
underlying collateral as of December 31, 2015:
(In millions)
Collateralized by securities purchased
under resale agreements
Collateralized by investment securities
Collateralized by trading account
assets
Total
$
$
202
4,195
102
4,499
Obligations to repurchase securities sold are
recorded as a liability in our consolidated statement of
condition. U.S. government securities with a fair value
of $4.28 billion underlying the repurchase agreements
remained in our investment securities portfolio as of
December 31, 2015.
The following table presents information about
these U.S. government securities and the carrying
value of the related repurchase agreements, including
accrued interest, as of December 31, 2015. The
table excludes repurchase agreements collateralized
by securities purchased under resale agreements and
collateralized by trading account assets.
U.S. Government
Securities Sold
Amortized
Cost
Fair Value
Repurchase
Agreements
Amortized
Cost
$
4,348
$
4,284
$
4,195
(In millions)
Overnight
maturity
160
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 9. Long-Term Debt
As of December 31,
(In millions)
Statutory business trusts:
2015
2014
Floating-rate subordinated notes due to State Street Capital Trust IV in 2037
$
Floating-rate subordinated notes due to State Street Capital Trust I in 2028
Parent company and non-banking subsidiary issuances:
$
800
155
3.55% notes due 2025 (1)
2.55% notes due 2020(1)
3.70% notes due in 2023(1)
3.30% notes due 2024(1)
2.875% notes due 2016
3.10% subordinated notes due 2023(1)
4.375% notes due 2021(1)
4.956% junior subordinated debentures due 2018(1)
Floating-rate notes due 2020
1.35% notes due 2018(1)
5.375% notes due 2017(1)
Long-term capital leases
7.35% notes due 2026
State Street Bank issuances:
Floating-rate extendible notes due 2016
5.25% subordinated notes due 2018
5.30% subordinated notes due 2016
Floating-rate subordinated notes due 2015
Total long-term debt
800
155
—
—
1,043
999
1,005
983
730
528
—
492
450
769
150
900
433
405
200
1,307
1,199
1,050
1,013
1,001
997
740
519
500
496
449
334
150
—
424
400
—
$
11,534
$
10,042
(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, 2015, the carrying value of long-term debt associated with these fair value hedges increased $105 million. As of
December 31, 2014, the carrying value of long-term debt associated with these fair value hedges increased $76 million. Refer to Note 10 for additional information
about fair value hedges.
We maintain an effective universal shelf
registration that allows for the offering and sale of
debt securities, capital securities, common stock,
depositary shares and preferred stock, and warrants
to purchase such securities, including any shares into
which the preferred stock and depositary shares may
be convertible, or any combination thereof.
As of December 31, 2015, State Street Bank
had Board authority to issue unsecured senior debt
securities from time to time, provided that the
aggregate principal amount of such unsecured senior
debt outstanding at any one time does not exceed $5
billion. As of December 31, 2015, $5 billion was
available for issuance pursuant to this authority. As of
December 31, 2015, State Street Bank also had
Board authority to issue an additional $500 million of
subordinated debt.
In February 2015 State Street Bank called all
$900 million of floating-rate extendible notes.
Statutory Business Trusts:
As of December 31, 2015, we had two statutory
business trusts, State Street Capital Trusts I and IV,
which as of December 31, 2015 had collectively
issued $955 million of trust preferred capital
securities. Proceeds received by each of the trusts
from their capitalization and from their capital
securities issuances are invested in junior
subordinated debentures issued by the parent
company. The junior subordinated debentures are the
sole assets of Capital Trusts I and IV. Each of the
trusts is wholly-owned by us; however, in conformity
with U.S. GAAP, we do not record the trusts in our
consolidated financial statements.
Payments made by the trusts to holders of the
capital securities are dependent on our payments
made to the trusts on the junior subordinated
debentures. Our fulfillment of these commitments has
the effect of providing a full, irrevocable and
unconditional guarantee of the trusts’ obligations
161
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
under the capital securities. While the capital
securities issued by the trusts are not recorded in our
consolidated statement of condition, a portion of the
junior subordinated debentures qualify for inclusion in
tier 1 regulatory capital with the remainder qualifying
for inclusion in tier 2 regulatory capital under current
federal regulatory capital guidelines. Information
about restrictions on our ability to obtain funds from
our subsidiary banks is provided in Note 16.
Interest paid by the parent company on the
debentures is recorded in interest expense.
Distributions to holders of the capital securities by the
trusts are payable from interest payments received on
the debentures and are due quarterly by State Street
Capital Trusts I and IV, subject to deferral for up to
five years under certain conditions. The capital
securities are subject to mandatory redemption in
whole at the stated maturity upon repayment of the
debentures, with an option by us to redeem the
debentures at any time. Such optional redemption is
subject to federal regulatory approval.
Parent Company and Non-Banking Subsidiary
Issuances:
Interest on the 2.875% senior notes and the
4.375% senior notes is payable semi-annually in
arrears on March 7 and September 7 of each year.
In August 2015, we issued $1.2 billion of 2.55%
senior notes due August 18, 2020, $1.3 billion of
3.55% senior notes due August 18, 2025 and $500
million of floating-rate notes due August 18, 2020.
Interest on the 2.55% and 3.55% senior notes is
payable semi-annually in arrears on February 18 and
August 18 of each year beginning February 18, 2016.
Interest on the floating-rate notes is payable quarterly
in arrears on February 18, May 18, August 18 and
November 18 of each year beginning November 18,
2015.
Interest on the 3.30% senior notes is payable
semi-annually in arrears on June 16 and December
16 of each year.
Interest on the 3.70% senior notes is payable
semi-annually in arrears on May 20 and November 20
of each year.
Interest on the 3.10% subordinated notes is
payable semi-annually in arrears on May 15 and
November 15 of each year. The 3.10% subordinated
notes qualify for inclusion in tier 2 regulatory capital
under current federal regulatory capital guidelines.
As of December 31, 2015 and 2014, long-term
capital leases included $308 million and $336 million,
respectively, related to our One Lincoln Street
headquarters building and related underground
parking garage. Long-term capital leases as of
December 31 2014 also included $241 million, related
to an office building in the U.K.; and $191 million,
related to obligations associated with the completed
construction of the Channel Center, a build-to-suit
office building located in Boston, and other premises
and equipment. During 2015, we entered into
amended lease agreements for our Channel Center
property located in Boston, MA and our Churchill
Place property located in the U.K. As a result of such
amendments, these properties no longer qualify as
capital leases and are classified and accounted for as
operating leases. Refer to Note 20 for additional
information.
Interest on the 4.956% junior subordinated
debentures is payable semi-annually in arrears on
March 15 and September 15 of each year. The
debentures mature on March 15, 2018, and we do not
have the right to redeem the debentures prior to
maturity other than upon the occurrence of specified
events. Such redemption is subject to federal
regulatory approval. The junior subordinated
debentures qualify for inclusion in tier 2 regulatory
capital under current federal regulatory capital
guidelines.
Interest on the 1.35% senior notes is payable
semi-annually in arrears on May 15 and November 15
of each year.
Interest on the 5.375% senior notes is payable
semi-annually in arrears on April 30 and October 30
of each year.
Interest on the 7.35% senior notes is payable
semi-annually in arrears on June 15 and December
15 of each year. We may not redeem the notes prior
to their maturity.
State Street Bank Issuances:
State Street Bank is required to make semi-
annual interest payments on the outstanding principal
balance of the 5.25% subordinated bank notes on
April 15 and October 15 of each year, and the notes
qualify for inclusion in tier 2 regulatory capital under
current federal regulatory capital guidelines.
State Street Bank is required to make semi-
annual interest payments on the outstanding principal
balance of the 5.30% subordinated notes on
January 15 and July 15 of each year, and the
subordinated notes qualify for inclusion in tier 2
regulatory capital under current federal regulatory
capital guidelines.
162
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 10. Derivative Financial Instruments
A derivative financial instrument is a financial
instrument or other contract which has one or more
referenced indices and one or more notional
amounts, either no initial net investment or a smaller
initial net investment than would be expected for
similar types of contracts, and which requires or
permits net settlement.
We use derivative financial instruments to
support our clients' needs and to manage our
interest-rate and currency risk. In undertaking these
activities, we assume positions in both the foreign
exchange and interest-rate markets by buying and
selling cash instruments and using derivative financial
instruments, including foreign exchange forward
contracts, foreign exchange and interest-rate options
and interest-rate swaps, interest-rate forward
contracts and interest-rate futures. Our derivative
positions include derivative contracts held by a
consolidated sponsored investment fund (refer to
Note 14). We record derivatives in our consolidated
statement of condition at their fair value on a
recurring basis.
Interest-rate contracts involve an agreement
with a counterparty to exchange cash flows based on
the movement of an underlying interest-rate index.
An interest-rate swap agreement involves the
exchange of a series of interest payments, at either a
fixed or variable rate, based on the notional amount
without the exchange of the underlying principal
amount. An interest-rate option contract provides the
purchaser, for a premium, the right, but not the
obligation, to receive an interest rate based upon a
predetermined notional amount during a specified
period. An interest-rate futures contract is a
commitment to buy or sell, at a future date, a financial
instrument at a contracted price; it may be settled in
cash or through the delivery of the contracted
instrument.
Foreign exchange contracts involve an
agreement to exchange one currency for another
currency at an agreed-upon rate and settlement date.
Foreign exchange contracts generally consist of
foreign exchange forward and spot contracts, option
contracts and cross-currency swaps. Future cash
requirements, if any, related to foreign exchange
contracts are represented by the gross amount of
currencies to be exchanged under each contract
unless we and the counterparty have agreed to pay
or to receive the net contractual settlement amount
on the settlement date.
Derivative financial instruments involve the
management of interest-rate and foreign currency
risk, and involve, to varying degrees, market risk and
credit and counterparty risk (risk related to
repayment). Market risk is defined by U.S. banking
regulators as the risk of loss that could result from
broad market movements, such as changes in the
general level of interest rates, credit spreads, foreign
exchange rates or commodity prices. We use a
variety of risk management tools and methodologies
to measure, monitor and manage the market risk
associated with our trading activities, which include
our use of derivative financial instruments. One such
risk-management measure is Value-at-Risk, or VaR.
VaR is an estimate of potential loss for a given period
within a stated statistical confidence interval. We use
a risk-measurement system to measure VaR daily.
We have adopted standards for measuring VaR, and
we maintain regulatory capital for market risk in
accordance with currently applicable regulatory
market risk requirements.
Derivative financial instruments are also subject
to credit and counterparty risk, which is defined as the
risk of financial loss if a borrower or counterparty is
either unable or unwilling to repay borrowings or
settle a transaction in accordance with the underlying
contractual terms. We manage credit and
counterparty risk by performing credit reviews,
maintaining individual counterparty limits, entering
into netting arrangements and requiring the receipt of
collateral. Collateral requirements are determined
after a review of the creditworthiness of each
counterparty, and these requirements are monitored
and adjusted daily. Collateral is generally held in the
form of cash or highly liquid U.S. government
securities. We may be required to provide collateral
to the counterparty in connection with our entry into
derivative financial instruments. Cash collateral
received from and provided to counterparties in
connection with derivative financial instruments is
recorded in accrued expenses and other liabilities
and other assets, respectively, in our consolidated
statement of condition. As of December 31, 2015 and
2014, we had recorded approximately $1.40 billion
and $1.79 billion, respectively, of cash collateral
received from counterparties and approximately
$1.65 billion and $4.79 billion, respectively, of cash
collateral provided to counterparties in connection
with derivative financial instruments in our
consolidated statement of condition.
Certain of our derivative assets and liabilities as
of December 31, 2015 and 2014 are subject to
master netting agreements with our derivative
counterparties. Certain of these agreements contain
credit risk-related contingent features in which the
counterparty has the right to declare us in default and
accelerate cash settlement of our net derivative
liabilities with the counterparty in the event that our
163
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
credit rating falls below specified levels. The
aggregate fair value of all derivative instruments with
credit risk-related contingent features that were in a
net liability position as of December 31, 2015 and
2014 totaled approximately $1.05 billion and $2.54
billion, respectively, against which we provided $32
million and $105 million, respectively, of underlying
collateral. If our credit rating were downgraded below
levels specified in the agreements, the maximum
additional amount of payments related to termination
events that could have been required pursuant to
these contingent features as of December 31, 2015
and 2014 was approximately $1.02 billion and $2.43
billion, respectively. Such accelerated settlement
would be at fair value and therefore not affect our
consolidated results of operations.
On the date a derivative contract is entered into,
we designate the derivative as: (1) a hedge of the fair
value of a recognized fixed-rate asset or liability or of
an unrecognized firm commitment (a “fair-value”
hedge); (2) a hedge of a forecast transaction or of the
variability of cash flows to be received or paid related
to a recognized variable-rate asset or liability (a
“cash-flow” hedge); (3) a foreign currency fair value or
cash flow hedge (a “foreign currency” hedge); (4) a
hedge of a net investment in a non-U.S. operation; or
(5) a derivative utilized in either our trading activities
or in our asset-and-liability management activities that
is not designated as a hedge of an asset or liability.
At both the inception of the hedge and on an
ongoing basis, we formally assess and document the
effectiveness of a derivative designated in a hedging
relationship and the likelihood that the derivative will
be an effective hedge in future periods. We
discontinue hedge accounting prospectively when we
determine that the derivative is no longer highly
effective in offsetting changes in fair value or cash
flows of the underlying risk being hedged, the
derivative expires, terminates or is sold, or
management discontinues the hedge designation.
Unrealized gains and losses on foreign
exchange and interest-rate contracts are reported at
fair value in our consolidated statement of condition
as a component of other assets and accrued
expenses and other liabilities, respectively, on a gross
basis, except where such gains and losses arise from
contracts covered by qualifying master netting
agreements.
Derivatives Not Designated as Hedging
Instruments:
In connection with our trading activities, we use
derivative financial instruments in our role as a
financial intermediary and as both a manager and
servicer of financial assets, in order to accommodate
our clients' investment and risk management needs.
In addition, we use derivative financial instruments for
risk management purposes as economic hedges,
which are not formally designated as accounting
hedges, in order to contribute to our overall corporate
earnings and liquidity. These activities are designed
to generate trading services revenue and to manage
volatility in our net interest revenue. The level of
market risk that we assume is a function of our overall
objectives and liquidity needs, our clients'
requirements and market volatility.
With respect to cross-border investing, our
clients often enter into foreign exchange forward
contracts to convert currency for international
investments and to manage the currency risk in their
international investment portfolios. As an active
participant in the foreign exchange markets, we
provide foreign exchange forward contracts and
options in support of these client needs, and also act
as a dealer in the currency markets. As part of our
trading activities, we assume positions in both the
foreign exchange and interest-rate markets by buying
and selling cash instruments and using derivative
financial instruments, including foreign exchange
forward contracts, foreign exchange and interest-rate
options and interest-rate swaps, interest-rate forward
contracts, and interest-rate futures. In the aggregate,
we seek to match positions closely with the objective
of minimizing related currency and interest-rate risk.
We also use foreign currency swap contracts to
manage the foreign exchange risk associated with
certain foreign currency-denominated liabilities. The
foreign exchange swap contracts are entered into for
periods generally consistent with foreign currency
exposure of the underlying transactions.
We offer products that provide book-value
protection primarily to plan participants in stable value
funds managed by non-affiliated investment
managers of post-retirement defined contribution
benefit plans, particularly 401(k) plans. We account
for the associated contingencies, more fully described
in Note 12, individually as derivative financial
instruments. These contracts are valued quarterly
and unrealized losses, if any, are recorded in other
expenses in our consolidated statement of income.
In 2014 and 2015, we granted deferred cash
awards to certain of our employees as part of our
employee incentive compensation plans. We account
for these awards as derivative financial instruments,
as the underlying referenced shares are not equity
instruments of State Street. The fair value of these
derivatives is referenced to the value of units in State
Street-sponsored investment funds or funds
sponsored by other unrelated entities. We re-
measure these derivatives to fair value quarterly, and
164
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
record the change in value in compensation and
employee benefits expenses in our consolidated
statement of income.
Derivatives Designated as Hedging Instruments:
In connection with our asset-and-liability
management activities, we use derivative financial
instruments to manage our interest-rate risk and
foreign currency risk. Interest-rate risk, defined as
the sensitivity of income or financial condition to
variations in interest rates, is a significant non-trading
market risk to which our assets and liabilities are
exposed. We manage our interest-rate risk by
identifying, quantifying and hedging our exposures,
using fixed-rate portfolio securities and a variety of
derivative financial instruments, most frequently
interest-rate swaps and options (for example,
interest-rate caps and floors). Interest-rate swap
agreements alter the interest-rate characteristics of
specific balance sheet assets or liabilities. When
appropriate, forward-rate agreements, options on
swaps, and exchange-traded futures and options are
also used. We use foreign exchange forward and
swap contracts to hedge foreign exchange exposure
to various foreign currencies with respect to certain
assets and liabilities. Our hedging relationships are
formally designated, and qualify for hedge
accounting, as fair value or cash flow hedges.
Fair Value Hedges
Derivatives designated as fair value hedges are
utilized to mitigate the risk of changes in the fair
values of recognized assets and liabilities.
Differences between the gains and losses on fair
value hedges and the gains and losses on the asset
or liability attributable to the hedged risk represent
hedge ineffectiveness. We use interest-rate or
foreign exchange contracts in this manner to manage
our exposure to changes in the fair value of hedged
items caused by changes in interest rates or foreign
exchange rates. Changes in the fair value of a
derivative that is highly effective, and that is
designated and qualifies as a fair-value hedge, are
recorded in processing fees and other revenue, along
with the changes in fair value of the hedged asset or
liability attributable to the hedged risk.
We have entered into interest-rate swap
agreements to modify our interest revenue from
certain available-for-sale investment securities from a
fixed rate to a floating rate. The hedged AFS
investment securities included hedged trusts that had
a weighted-average life of approximately 5.4 years as
of December 31, 2015, compared to 5.9 years as of
December 31, 2014. These trusts are hedged with
interest-rate swap contracts of similar maturity,
repricing frequency and fixed-rate coupons. The
interest-rate swap contracts convert the interest
revenue from a fixed rate to a floating rate indexed to
LIBOR, thereby mitigating our exposure to
fluctuations in the fair value of the securities
attributable to changes in the benchmark interest
rate.
We have entered into interest-rate swap
agreements to modify our interest expense on seven
senior notes and two subordinated notes from fixed
rates to floating rates. The senior notes mature in
2017, 2018, 2020, 2021, 2023, 2024 and 2025 and
pay fixed interest at annual rates of 5.38%, 1.35%,
2.55%, 4.38%, 3.70%, 3.30% and 3.55%,
respectively. The subordinated notes mature in 2018
and 2023 and pay fixed interest at annual rates of
4.96% and 3.10%, respectively. The senior and
subordinated notes are hedged with interest-rate
swap contracts with notional amounts, maturities and
fixed-rate coupon terms that align with the hedged
notes. The interest-rate swap contracts convert the
fixed-rate coupons to floating rates indexed to LIBOR,
thereby mitigating our exposure to fluctuations in the
fair values of the senior and subordinated notes
stemming from changes in the benchmark interest
rates.
We have entered into foreign exchange swap
contracts to hedge the change in fair value
attributable to foreign exchange movements in our
foreign currency denominated investment securities
and deposits. These forward contracts convert the
foreign currency risk to U.S. dollars, thereby
mitigating our exposure to fluctuations in the fair
value of the securities and deposits attributable to
changes in foreign exchange rates. Generally, no
ineffectiveness is recorded in earnings, since the
notional amount of the hedging instruments is aligned
with the carrying value of the hedged securities and
deposits. The forward points on the hedging
instruments are considered to be a hedging cost, and
accordingly are excluded from the evaluation of
hedge effectiveness and recorded in net interest
revenue.
Cash Flow Hedges
Derivatives categorized as cash flow hedges are
utilized to offset the variability of cash flows to be
received from or paid on a floating-rate asset or
liability. Ineffectiveness of cash flow hedges is
defined as the extent to which the changes in fair
value of the derivative exceed the changes in the
present value of the forecasted cash flows
attributable to the forecasted transaction.
We have entered into foreign exchange
contracts to hedge the change in cash flows
attributable to foreign exchange movements in foreign
165
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
currency denominated investment securities. These
foreign exchange contracts convert the foreign
currency risk to U.S. dollars, thereby mitigating our
exposure to fluctuations in the cash flows of the
securities attributable to changes in foreign exchange
rates. Generally, no ineffectiveness is recorded in
earnings, since the critical terms of the hedging
instruments and the hedged securities are aligned.
Changes in the fair value of a derivative that are
highly effective, and that are designated and qualify
as a foreign currency hedge, are recorded either in
processing fees and other revenue or in other
comprehensive income, net of taxes, depending on
whether the hedge transaction meets the criteria for a
fair-value or a cash-flow hedge. If, however, a
derivative is used as a hedge of a net investment in a
non-U.S. operation, its changes in fair value, to the
extent effective as a hedge, are recorded, net of
taxes, in the foreign currency translation component
of other comprehensive income. Lastly, entire
changes in the fair value of derivatives utilized in our
trading activities are recorded in trading services
revenue, and entire changes in the fair value of
derivatives utilized in our asset-and-liability
management activities are recorded in processing
fees and other revenue.
The following table presents the aggregate
contractual, or notional, amounts of derivative
financial instruments entered into in connection with
our trading and asset-and-liability management
activities as of the dates indicated:
December 31,
2015
December 31,
2014
(In millions)
Derivatives not
designated as hedging
instruments:
Interest-rate contracts:
Swap agreements and
forwards
$
Options and caps
purchased
Options and caps written
Futures
Foreign exchange contracts:
336
$
645
—
—
2,621
7
7
3,939
Forward, swap and spot
1,274,277
1,231,344
Options purchased
Options written
Credit derivative contracts:
Credit swap agreements
Commodity and equity
contracts:
Commodity(1)
Equity(1)
Other:
Stable value contracts
Deferred value awards(2)
Derivatives designated as
hedging instruments:
Interest-rate contracts:
Swap agreements
Foreign exchange contracts:
Forward and swap
403
404
141
113
87
24,583
320
9,398
4,515
2,767
2,404
191
26
2
23,409
210
6,077
2,705
(1) Primarily composed of positions held by a consolidated sponsored
investment fund, more fully described in Note 14.
(2) Represents grants of deferred value awards to employees; refer to
discussion in this note under "Derivatives Not Designated as Hedging
Instruments."
166
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In connection with our asset-and-liability
management activities, we have entered into interest-
rate contracts designated as fair value and cash flow
hedges to manage our interest-rate risk. The
following table presents the aggregate notional
amounts of these interest-rate contracts and the
related assets or liabilities being hedged as of the
dates indicated:
(In millions)
December 31,
2015(1)
Fair
Value
Hedges
Investment securities available for sale $
Long-term debt(2)
Total
$
1,698
7,700
9,398
(In millions)
December 31,
2014(1)
Fair
Value
Hedges
Investment securities available for sale $
Long-term debt(2)
Total
$
2,577
3,500
6,077
(1) As of December 31, 2015 and December 31, 2014 there were no
interest-rate contracts designated as cash flow hedges.
(2) As of December 31, 2015, these fair value hedges increased the
carrying value of long-term debt presented in our consolidated statement
of condition by $105 million. As of December 31, 2014, these fair value
hedges decreased the carrying value of long-term debt presented in our
consolidated statement of condition by $76 million.
Notional amounts of derivative financial
instruments are not recorded in the consolidated
statement of condition. They are provided here as an
indication of the volume of our derivative activity and
do not represent a measure of our potential gains or
losses. The notional amounts are not required to be
exchanged for most of our derivative contracts and
they generally serve as a reference to calculate the
fair values of the derivatives.
The following tables present the contractual and
weighted-average interest rates for long-term debt,
which include the effects of the fair value hedges
presented in the table above, for the periods
indicated:
Years Ended December 31,
2015
2014
Contractual
Rates
Rate
Including
Impact of
Hedges
Contractual
Rates
Rate
Including
Impact of
Hedges
Long-term
debt
3.57%
2.42%
3.44%
2.63%
The following tables present the fair value of
derivative financial instruments, excluding the impact
of master netting agreements, recorded in our
consolidated statement of condition as of the dates
indicated. The impact of master netting agreements
is disclosed in Note 2.
Derivative Assets(1)
(In millions)
Derivatives not designated as
hedging instruments:
Foreign exchange contracts
Interest-rate contracts
Other derivative contracts
Total
Derivatives designated as
hedging instruments:
Foreign exchange contracts
Interest-rate contracts
Total
Fair Value
December 31,
2015
December 31,
2014
$
$
$
$
10,799
$
14,626
2
5
15
2
10,806
$
14,643
517
$
133
650
$
509
62
571
(1) Derivative assets are included within other assets in our consolidated
statement of condition.
Derivative Liabilities(1)
(In millions)
Derivatives not designated as
hedging instruments:
Foreign exchange contracts
Other derivative contracts
Interest-rate contracts
Total
Derivatives designated as
hedging instruments:
Interest-rate contracts
Foreign exchange contracts
Total
Fair Value
December 31,
2015
December 31,
2014
$
$
$
$
10,795
$
14,922
103
2
70
16
10,900
$
15,008
180
$
73
253
$
223
3
226
(1) Derivative liabilities are included within other liabilities in our consolidated
statement of condition.
167
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present the impact of our use of derivative financial instruments on our consolidated
statement of income for the periods indicated:
Location of Gain (Loss) on
Derivative in Consolidated
Statement of Income
Amount of Gain (Loss) on Derivative
Recognized
in Consolidated Statement of Income
(In millions)
Derivatives not designated as hedging instruments:
Foreign exchange contracts
Interest-rate contracts
Credit derivative contracts
Credit derivative contracts
Other derivative contracts
Total
Trading services revenue
Trading services revenue
Trading services revenue
Processing fees and other revenue
Trading services revenue
Years Ended December 31,
2015
2014
2013
$
686
$
612
$
586
(2)
(1)
—
8
1
1
(1)
(2)
2
—
1
—
$
691
$
611
$
589
Location of (Gain) Loss on
Derivative in Consolidated
Statement of Income
Amount of (Gain) Loss on Derivative
Recognized
in Consolidated Statement of Income
(In millions)
Derivatives not designated as hedging instruments:
Other derivative contracts
Compensation and employee benefits
Total
Years Ended December 31,
2015
2014
2013
$
$
149
149
$
$
106
106
$
14
14
Location of
Gain (Loss) on
Derivative in
Consolidated
Statement of Income
Amount of Gain
(Loss) on Derivative
Recognized in
Consolidated
Statement of Income
Hedged Item in
Fair Value
Hedging
Relationship
Location of Gain
(Loss) on
Hedged Item in
Consolidated
Statement of Income
Amount of Gain
(Loss) on Hedged
Item Recognized in
Consolidated
Statement of Income
(In millions)
Derivatives designated as fair value
hedges:
Years Ended December 31,
2015
2014
2013
Years Ended December 31,
2015
2014
2013
Foreign exchange
contracts
Processing fees and
other revenue
$
(101) $
(92)
(183)
Investment
securities
Processing fees and
other revenue
$
101
$
92
$
183
Foreign exchange
contracts
Processing fees and
other revenue
Interest-rate
contracts
Interest-rate
contracts
Total
Processing fees and
other revenue
Processing fees and
other revenue
(241)
16
61
—
(44)
— FX deposit
Processing fees and
other revenue
Available-for-
sale securities
32
Processing fees and
other revenue(1)
150
(192) Long-term debt
Processing fees and
other revenue
241
(17)
(54)
—
39
(138)
$
(265) $
14
$
(343)
$
271
$
(7) $
—
(30)
175
328
(1) Represents amounts reclassified out of or into OCI. For the year ended December 31, 2015, $12 million of unrealized gains on AFS investment securities
designated in fair value hedges were recognized in OCI. For the years ended December 31, 2014 and 2013, $24 million and $86 million, respectively, of unrealized
losses and gains, respectively, on AFS investment securities designated in fair value hedges were recognized in OCI.
168
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Differences between the gains (losses) on the derivative and the gains (losses) on the hedged item, excluding
any amounts recorded in net interest revenue, represent hedge ineffectiveness.
Amount of Gain
(Loss) on Derivative
Recognized in Other
Comprehensive
Income
Years Ended December 31,
Location of
Gain (Loss)
Reclassified
from OCI to
Consolidated
Statement of
Income
(In millions)
2015
2014
2013
Derivatives designated
as cash flow hedges:
Amount of Gain
(Loss) Reclassified
from OCI to
Consolidated
Statement of Income
Years Ended December 31,
2015
2014
2013
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,
2015
2014
2013
Interest-rate contracts
Foreign exchange
contracts
Total
$
$
— $
(2) $
9
55
55
$
126
124
$
153
162
Net interest
revenue
Net interest
revenue
$
$
(4) $
(4) $
(4)
—
—
(4) $
(4) $
—
(4)
Net interest
revenue
Net interest
revenue
$
$
— $
10
10
$
3
6
9
$
$
3
6
9
169
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 11. Offsetting Arrangements
We manage credit and counterparty risk by
entering into enforceable netting agreements and
other collateral arrangements with counterparties to
derivative contracts and secured financing
transactions, including resale and repurchase
agreements, and principal securities borrowing and
lending agreements. These netting agreements
mitigate our counterparty credit risk by providing for a
single net settlement with a counterparty of all
financial transactions covered by the agreement in an
event of default as defined under such agreement. In
limited cases, a netting agreement may also provide
for the periodic netting of settlement payments with
respect to multiple different transaction types in the
normal course of business. Certain of our derivative
contracts are executed under either standardized
netting agreements or, for exchange-traded
derivatives, the relevant contracts for a particular
exchange which contain enforceable netting
provisions. In certain cases, we may have cross-
product netting arrangements which allow for netting
and set-off of a variety of types of derivatives with a
single counterparty. A derivative netting arrangement
creates an enforceable right of set-off that becomes
effective, and effects the realization or settlement of
individual financial assets and liabilities, only following
a specified event of default. Collateral requirements
associated with our derivative contracts are
determined after a review of the creditworthiness of
each counterparty, and the requirements are
monitored and adjusted daily, typically based on net
exposure by counterparty. Collateral is generally in
the form of cash or highly liquid U.S. government
securities.
In connection with secured financing
transactions, we enter into netting agreements and
other collateral arrangements with counterparties,
which provide for the right to liquidate collateral in the
event of default. Collateral is generally required in
the form of cash, equity securities or fixed-income
securities. Default events may include the failure to
make payments or deliver securities timely, material
adverse changes in financial condition or insolvency,
the breach of minimum regulatory capital
requirements, or loss of license, charter or other legal
authorization necessary to perform under the
contract.
In order for an arrangement to be eligible for
netting, we must have a reasonable basis to conclude
that such netting arrangements are legally
enforceable. The analysis of the legal enforceability
of an arrangement differs by jurisdiction, depending
on the laws of that jurisdiction. In many jurisdictions,
specific legislation exists that provides for the
enforceability in bankruptcy of close-out netting under
a netting agreement, typically by way of specific
exception from more general prohibitions on the
exercise of creditor rights.
When we have a basis to conclude that a legally
enforceable netting arrangement exists between us
and the derivative counterparty and the relevant
transaction is the type of transaction that is recorded
in our consolidated statement of condition, we offset
derivative assets and liabilities, and the related
collateral received and provided, in our consolidated
statement of condition. We also offset assets and
liabilities related to secured financing transactions
with the same counterparty or clearinghouse which
have the same maturity date and are settled in the
normal course of business on a net basis.
Collateral that we receive in the form of
securities in connection with secured financing
transactions and derivative contracts can be
transferred or re-pledged as collateral in many
instances to enter into repurchase agreements or
securities finance or derivative transactions. The
securities collateral received in connection with our
securities finance activities is recorded at fair value in
other assets in our consolidated statement of
condition, with a related liability to return the
collateral, if we have the right to transfer or re-pledge
the collateral. As of December 31, 2015 and
December 31, 2014, the fair value of securities
received as collateral where we are permitted to
transfer or re-pledge the securities totaled $3.05
billion and $2.60 billion, respectively, and the fair
value of the portion that had been transferred or re-
pledged as of the same date was $262 million and
$125 million, respectively.
170
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present information about the offsetting of assets related to derivative contracts and
secured financing transactions, as of the dates indicated:
Assets:
December 31, 2015
December 31, 2014
Gross
Amounts of
Recognized
Assets(1)(2)
Gross
Amounts
Offset in
Statement of
Condition(3)
Net Amounts
of Assets
Presented in
Statement of
Condition
Gross
Amounts of
Recognized
Assets(1)
Gross
Amounts
Offset in
Statement of
Condition(3)
Net Amounts
of Assets
Presented in
Statement of
Condition
(In millions)
Derivatives:
Foreign exchange contracts
$
11,316
$
(5,896) $
5,420
$
15,135
$
(6,275) $
8,860
Interest-rate contracts
Equity derivative contracts
Other derivative contracts
Cash collateral netting
Total derivatives
Other financial instruments:
Resale agreements and
securities borrowing(4)
Total derivatives and other
financial instruments
$
$
$
135
1
4
—
(5)
—
(2)
(776)
130
1
2
(776)
77
—
2
—
(21)
—
(1)
(983)
11,456
$
(6,679) $
4,777
$
15,214
$
(7,280) $
56
—
1
(983)
7,934
62,522
73,978
$
$
(38,997) $
23,525
(45,676) $
28,302
$
$
47,488
62,702
$
$
(29,157) $
18,331
(36,437) $
26,265
(1) Amounts include all transactions regardless of whether or not they are subject to an enforceable netting arrangement.
(2) Derivative amounts are carried at fair value and securities financing amounts are carried at amortized cost, except for securities collateral which are also carried at
fair value. Refer to Note 1 and Note 2 for additional information on the measurement basis of these instruments.
(3) Amounts subject to netting arrangements which have been determined to be legally enforceable and eligible for netting in the consolidated statement of condition.
(4) Included in the $23,525 million as of December 31, 2015 were $3,404 million of resale agreements and $20,121 million of collateral provided related to securities
borrowing. Included in the $18,331 million as of December 31, 2014 were $2,390 million of resale agreements and $15,941 million of collateral provided related to
securities borrowing. Resale agreements and collateral provided related to securities borrowing were recorded in securities purchased under resale agreements and
other assets, respectively, in our consolidated statement of condition. Refer to Note 12 for additional information with respect to principal securities finance
transactions.
December 31, 2015
Gross Amounts Not Offset
in Statement of Condition
December 31, 2014
Gross Amounts Not Offset
in Statement of Condition
Net Amount of
Assets
Presented in
Statement of
Condition
Counterparty
Netting
Cash and
Securities
Received(1)
Net
Amount(2)
Net Amount of
Assets
Presented in
Statement of
Condition
Counterparty
Netting
Collateral
Received(1)
Net
Amount(2)
$
$
4,777
$
— $
(405) $
4,372
$
7,934
$
— $
(1,490) $
6,444
23,525
(63)
(22,812)
650
18,331
(128)
(18,157)
46
28,302
$
(63) $
(23,217) $
5,022
$
26,265
$
(128) $
(19,647) $
6,490
(In millions)
Derivatives
Resale
agreements and
securities
borrowing
Total
(1) Includes securities in connection with our securities borrowing transactions.
(2) Includes amounts secured by collateral not determined to be subject to enforceable netting arrangements.
171
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present information about the offsetting of liabilities related to derivative contracts and
secured financing transactions, as of the dates indicated:
Liabilities:
December 31, 2015
December 31, 2014
(In millions)
Derivatives:
Foreign exchange contracts
Interest-rate contracts
Other derivative contracts
Cash collateral netting
Total derivatives
Other financial instruments:
Repurchase agreements and
securities lending(4)
Total derivatives and other
financial instruments
Gross
Amounts of
Recognized
Liabilities(1)(2)
Gross Amounts
Offset in
Statement of
Condition(3)
Net Amounts of
Liabilities
Presented in
Statement of
Condition
Gross Amounts
of Recognized
Liabilities(1)
Gross
Amounts
Offset in
Statement of
Condition(3)
Net Amounts
of Liabilities
Presented in
Statement of
Condition
$
$
$
$
10,868
$
(5,896) $
4,972
$
14,925
$
(6,275) $
182
103
—
(5)
(2)
177
101
(1,118)
(1,118)
239
70
—
(20)
(1)
(2,630)
11,153
$
(7,021) $
4,132
$
15,234
$
(8,926) $
8,650
219
69
(2,630)
6,308
46,766
57,919
$
$
(38,997) $
7,769
(46,018) $
11,901
$
$
44,562
59,796
$
$
(29,157) $
15,405
(38,083) $
21,713
(1) Amounts include all transactions regardless of whether or not they are subject to an enforceable netting arrangement.
(2) Derivative amounts are carried at fair value and securities financing amounts are carried at amortized cost, except for securities collateral which are also carried at
fair value. Refer to Note 1 and Note 2 for additional information on the measurement basis of these instruments.
(3) Amounts subject to netting arrangements which have been determined to be legally enforceable and eligible for netting in the consolidated statement of condition.
(4) Included in the $7,769 million as of December 31, 2015 were $4,499 million of repurchase agreements and $3,270 million of collateral received related to securities
lending. Included in the $15,405 million as of December 31, 2014 were $8,925 million of repurchase agreements and $6,480 million of collateral received related to
securities lending. Repurchase agreements and collateral received related to securities lending were recorded in securities sold under repurchase agreements and
accrued expenses and other liabilities, respectively, in our consolidated statement of condition. Refer to Note 12 for additional information with respect to principal
securities finance transactions.
December 31, 2015
December 31, 2014
Gross Amounts Not Offset
in Statement of Condition
Gross Amounts Not Offset
in Statement of Condition
Net Amount of
Liabilities
Presented in
Statement of
Condition
Counterparty
Netting
Cash and
Securities
Provided(1)
Net
Amount(2)
Net Amount of
Liabilities
Presented in
Statement of
Condition
Counterparty
Netting
Collateral
Provided(1)
Net
Amount(2)
$
$
4,132
$
— $
(64) $
4,068
$
6,308
$
— $
(19) $
6,289
7,769
(63)
(5,287)
2,419
15,405
(128)
(13,872)
11,901
$
(63) $
(5,351) $
6,487
$
21,713
$
(128) $
(13,891) $
1,405
7,694
(In millions)
Derivatives
Repurchase
agreements and
securities lending
Total
(1) Includes securities provided in connection with our securities lending transactions.
(2) Includes amounts secured by collateral not determined to be subject to enforceable netting arrangements.
The securities transferred under resale and
repurchase agreements typically are U.S. Treasury,
agency and agency mortgage-backed securities. In
our principal securities borrowing and lending
arrangements, the securities transferred in exchange
for the collateral are predominantly equity securities
and some corporate debt securities. The fair value of
the securities transferred may increase in value to an
amount greater than the amount received under our
repurchase and securities lending arrangements,
which exposes the Company with counterparty risk.
We require the review of the price of the underlying
securities in relation to the carrying value of the
repurchase agreements and securities lending
arrangements on a daily basis and when appropriate,
adjust the cash or security to be obtained or returned
to counterparties that is reflective of the required
collateral levels.
172
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes our repurchase agreements and securities lending transactions by category of
collateral pledged and remaining maturity of these agreements as of December 31, 2015:
(In millions)
Repurchase agreements:
Remaining Contractual Maturity of the Agreements
Overnight and
Continuous
Up to 30 days
30 – 90 days
Total
U.S. Treasury and agency securities
$
37,157
$
5
$
— $
37,162
Non-U.S. sovereign debt
Total
Securities lending transactions:
Corporate debt securities
Equity securities
Non-U.S. sovereign debt
Total
—
37,157
1
8,502
2
8,505
97
102
—
—
—
—
—
—
—
1,002
—
1,002
97
37,259
1
9,504
2
9,507
Gross amount of recognized liabilities for repurchase
agreements and securities lending
$
45,662
$
102
$
1,002
$
46,766
173
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 12. Commitments and Guarantees
Commitments:
We had unfunded off-balance sheet
commitments to extend credit generally through lines
of credit and short-duration advance facilities totaling
$22.58 billion and $24.25 billion as of December 31,
2015 and December 31, 2014, respectively. The
potential losses associated with these commitments
equal the gross contractual amounts, and do not
consider the value of any collateral. As of
December 31, 2015, approximately 76% of our
unfunded commitments to extend credit expire within
one year. Since many of these commitments are
expected to expire or renew without being drawn
upon, the gross contractual amounts do not
necessarily represent our future cash requirements.
Guarantees:
Off-balance sheet guarantees comprise
indemnified securities financing, stable value
protection, asset purchase agreements, and standby
letters of credit. The following table, which presents
the aggregate gross contractual amounts of our off-
balance sheet guarantees as of the dates indicated,
does not consider the value of any collateral, which
may mitigate any potential loss. Amounts presented
do not reflect participations to independent third
parties.
(In millions)
Indemnified securities
financing
Stable value protection
Asset purchase agreements
Standby letters of credit
December 31,
2015
December 31,
2014
$
320,436
$
349,766
24,583
3,990
4,700
23,409
4,107
4,720
Indemnified Securities Financing
On behalf of our clients, we lend their securities,
as agent, to brokers and other institutions. In most
circumstances, we indemnify our clients for the fair
market value of those securities against a failure of
the borrower to return such securities. We require
the borrowers to maintain collateral in an amount in
excess of 100% of the fair market value of the
securities borrowed. Securities on loan and the
collateral are revalued daily to determine if additional
collateral is necessary or if excess collateral is
required to be returned to the borrower. Collateral
received in connection with our securities lending
services is held by us as agent and is not recorded in
our consolidated statement of condition.
The cash collateral held by us as agent is
invested on behalf of our clients. In certain cases, the
cash collateral is invested in third-party repurchase
agreements, for which we indemnify the client against
loss of the principal invested. We require the
counterparty to the indemnified repurchase
agreement to provide collateral in an amount in
excess of 100% of the amount of the repurchase
agreement. In our role as agent, the indemnified
repurchase agreements and the related collateral
held by us are not recorded in our consolidated
statement of condition.
The following table summarizes the aggregate
fair values of indemnified securities financing and
related collateral, as well as collateral invested in
indemnified repurchase agreements, as of the dates
indicated:
(In millions)
Fair value of indemnified
securities financing
Fair value of cash and securities
held by us, as agent, as
collateral for indemnified
securities financing
Fair value of collateral for
indemnified securities financing
invested in indemnified
repurchase agreements
Fair value of cash and securities
held by us or our agents as
collateral for investments in
indemnified repurchase
agreements
December 31,
2015
December 31,
2014
$
320,436
$
349,766
335,420
364,411
63,055
85,309
67,016
90,819
In certain cases, we participate in securities
finance transactions as a principal. As a principal, we
borrow securities from the lending client and then
lend such securities to the subsequent borrower,
either a State Street client or a broker/dealer.
Collateral provided and received in connection with
such transactions is recorded in other assets and
accrued expenses and other liabilities, respectively, in
our consolidated statement of condition. As of
December 31, 2015 and December 31, 2014, we had
approximately $20.12 billion and $15.94 billion,
respectively, of collateral provided and approximately
$3.27 billion and $6.48 billion, respectively, of
collateral received from clients in connection with our
participation in principal securities finance
transactions.
Stable Value Protection
In the normal course of our business, we offer
products that provide book-value protection, primarily
to plan participants in stable value funds managed by
non-affiliated investment managers of post-retirement
defined contribution benefit plans, particularly 401(k)
plans. The book-value protection is provided on
portfolios of intermediate investment grade fixed-
income securities, and is intended to provide safety
and stable growth of principal invested. The
protection is intended to cover any shortfall in the
event that a significant number of plan participants
174
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
withdraw funds when book value exceeds market
value and the liquidation of the assets is not sufficient
to redeem the participants. The investment
parameters of the underlying portfolios, combined
with structural protections, are designed to provide
cushion and guard against payments even under
extreme stress scenarios.
These contingencies are individually accounted
for as derivative financial instruments. The notional
amounts of the stable value contracts are presented
as “derivatives not designated as hedging
instruments” in the table of aggregate notional
amounts of derivative financial instruments provided
in Note 10. We have not made a payment under
these contingencies that we consider material to our
consolidated financial condition, and management
believes that the probability of payment under these
contingencies in the future, that we would consider
material to our consolidated financial condition, is
remote.
Note 13. Contingencies
Legal and Regulatory Matters:
In the ordinary course of business, we and our
subsidiaries are involved in disputes, litigation, and
governmental or regulatory inquiries and
investigations, both pending and threatened. These
matters, if resolved adversely against us or settled,
may result in monetary damages, fines and penalties
or require changes in our business practices. The
resolution or settlement of these matters is inherently
difficult to predict. Based on our assessment of these
pending matters, we do not believe that the amount of
any judgment, settlement or other action arising from
any pending matter is likely to have a material
adverse effect on our consolidated financial condition.
However, an adverse outcome in certain of the
matters described below could have a material
adverse effect on our consolidated results of
operations for the period in which such matter is
resolved, or an accrual is determined to be required
on our consolidated financial condition, or on our
reputation.
We evaluate our needs for accruals of loss
contingencies related to legal proceedings on a case-
by-case basis. When we have a liability that we
deem probable and that we deem can be reasonably
estimated as of the date of our consolidated financial
statements, we accrue for our estimate of the loss.
We also consider a loss probable and establish an
accrual when we make, or intend to make, an offer of
settlement. Once established, an accrual is subject
to subsequent adjustment as a result of additional
information. The resolution of proceedings and the
reasonably estimable loss (or range thereof) are
inherently difficult to predict, especially in the early
stages of proceedings. Even if a loss is probable,
due to many complex factors, such as speed of
discovery and the timing of court decisions or rulings,
a loss or range of loss might not be reasonably
estimated until the later stages of the proceeding.
As of December 31, 2015, our aggregate
accruals for legal loss contingencies and regulatory
matters totaled approximately $612 million. To the
extent that we have established accruals in our
consolidated statement of condition for probable loss
contingencies, such accruals may not be sufficient to
cover our ultimate financial exposure associated with
any settlements or judgments. We may be subject to
proceedings in the future that, if adversely resolved,
would have a material adverse effect on our
businesses or on our future consolidated financial
statements. Except where otherwise noted below, we
have not established accruals with respect to the
claims discussed and do not believe that potential
exposure is probable and can be reasonably
estimated.
The following discussion provides information
with respect to significant legal and regulatory
matters.
Foreign Exchange
We offer our custody clients and their investment
managers the option to route foreign exchange
transactions to our foreign exchange desk through
our asset servicing operation. We record as revenue
an amount approximately equal to the difference
between the rates we set for those trades and
indicative interbank market rates at the time of
settlement of the trade.
As discussed more fully below, claims have
been asserted on behalf of certain current and former
custody clients, and future claims may be asserted,
alleging that our indirect foreign exchange rates
(including the differences between those rates and
indicative interbank market rates at the time we
executed the trades) were not adequately disclosed
or were otherwise improper, and seeking to recover,
among other things, the full amount of the revenue
we obtained from our indirect foreign exchange
trading with them.
Attorneys general and other government
authorities from a number of jurisdictions, as well as
U.S. Attorney's offices, the U.S. Department of Labor
and the SEC, have requested information or issued
subpoenas in connection with inquiries into the
pricing of our indirect foreign exchange trading.
In February 2011, a putative class action was
filed in federal court in Boston seeking unspecified
damages, including treble damages, on behalf of all
175
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
custodial clients that executed certain foreign
exchange transactions with State Street from 1998 to
2009. The putative class action alleges, among other
things, that the rates at which State Street executed
foreign currency trades constituted an unfair and
deceptive practice under Massachusetts law and a
breach of the duty of loyalty.
Two other putative class actions are currently
pending in federal court in Boston alleging various
violations of ERISA on behalf of all ERISA plans
custodied with us that executed indirect foreign
exchange trades with State Street from 1998 onward.
The complaints allege that State Street caused class
members to pay unfair and unreasonable rates on
indirect foreign exchange trades with State Street.
The complaints seek unspecified damages,
disgorgement of profits, and other equitable relief.
Other claims may be asserted in the future, including
in response to developments in the actions discussed
above or governmental proceedings.
If these matters were to proceed to trial, we
expect that plaintiffs would seek to recover their share
of all or a portion of the revenue that we have
recorded from indirect foreign exchange trades. We
cannot predict whether a court, in the event of an
adverse resolution, would consider our revenue to be
the appropriate measure of damages.
The following table summarizes our estimated
total revenue worldwide from indirect foreign
exchange trading for the years ended December 31:
(In millions)
2008
2009
2010
2011
2012
2013
2014
2015
Revenue from
indirect foreign
exchange
trading
$
462
369
336
331
248
285
246
280
We believe that the amount of our revenue from
such trading has been of a similar or lesser order of
magnitude for many years prior to 2008. Our revenue
calculations related to indirect foreign exchange
trading reflect a judgment concerning the relationship
between the rates we charge for indirect foreign
exchange execution and indicative interbank market
rates near in time to execution. Our revenue from
foreign exchange trading generally depends on the
difference between the rates we set for those indirect
trades and indicative interbank market rates at the
time of settlement of the trade.
As of December 31, 2015, we have accrued a
total of $565 million associated with our indirect
foreign exchange business. This accrual reflects the
current status of our ongoing efforts to seek to
resolve the outstanding claims asserted in the United
States against us by federal governmental entities
and U.S. civil litigants with regard to our indirect
foreign exchange business. Although we believe this
recorded legal accrual will address the financial
demands associated with these claims, significant
non-financial terms remain outstanding. In addition,
there can be no assurance that other claims will not
be asserted in the future. Consequently, there can be
no assurance that we will enter into these
settlements, that the cost of any settlements or other
resolutions of any such matters will not materially
exceed our accruals or that other, potentially material,
claims relating to our indirect foreign exchange
business will not be asserted against us. An adverse
outcome with respect to one or more claims, whether
or not currently asserted, relating to our indirect
foreign exchange business could have a material
adverse effect on our reputation, on our consolidated
results of operations for the period in which the
adverse outcome occurs (or an accrual is determined
to be required), or on our consolidated financial
condition.
Transition Management
In January 2014, we entered into a settlement
with the U.K. Financial Conduct Authority, or 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 U.S. Attorney are conducting separate
investigations into this matter. As of December 31,
2015, we had remaining accruals of approximately
$2.0 million for indemnification costs associated with
this matter.
Federal Reserve/Massachusetts Division of Banks
Written Agreement
On June 1, 2015, State Street entered into a
written agreement with the Federal Reserve and the
Massachusetts Division of Banks relating to
deficiencies identified in its compliance programs with
the requirements of the Bank Secrecy Act, anti-
money laundering (AML) regulations and U.S.
economic sanctions regulations promulgated by
OFAC. As part of this enforcement action, State
Street is required to, among other things, implement
improvements to our compliance programs and to
176
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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. If 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.
Income Taxes:
In determining our provision for income taxes,
we make certain judgments and interpretations with
respect to tax laws in jurisdictions in which we have
business operations. Because of the complex nature
of these laws, in the normal course of our business,
we are subject to challenges from U.S. and non-U.S.
income tax authorities regarding the amount of
income taxes due. These challenges may result in
adjustments to the timing or amount of taxable
income or deductions or the allocation of taxable
income among tax jurisdictions. We recognize a tax
benefit when it is more likely than not that our position
will result in a tax deduction or credit. Additional
information with respect to our provision for income
taxes and tax benefits, including unrecognized tax
benefits, is provided in Note 22.
The Internal Revenue Service is currently
reviewing our U.S. income tax returns for the tax
years 2012 and 2013. We are presently under audit
by a number of tax authorities. The earliest tax year
open to examination in jurisdictions where we have
material operations is 2009. Management believes
that we have sufficiently accrued liabilities as of
December 31, 2015 for tax exposures.
Note 14. Variable Interest Entities
We are involved, in the normal course of our
business, with various types of special purpose
entities, some of which meet the definition of VIEs.
We are required by U.S. GAAP to consolidate a VIE
when we are deemed to be the primary beneficiary.
This determination is evaluated periodically as facts
and circumstances change.
Asset-Backed Investment Securities:
We invest in various forms of asset-backed
securities, which we carry in our investment securities
portfolio. These asset-backed securities meet the
U.S. GAAP definition of asset securitization entities,
which are considered to be VIEs. We are not
considered to be the primary beneficiary of these
VIEs since we do not have control over their
activities. Additional information about our asset-
backed securities is provided in Note 3.
Tax-Exempt Investment Program:
In the normal course of our business, we
structure and sell certificated interests in pools of tax-
exempt investment-grade assets, principally to our
mutual fund clients. We structure these pools as
partnership trusts, and the assets and liabilities of the
trusts are recorded in our consolidated statement of
condition as AFS investment securities and other
short-term borrowings. As of December 31, 2015 and
2014, we carried AFS investment securities,
composed of securities related to state and political
subdivisions, with a fair value of $2.10 billion and
$2.27 billion, respectively, and other short-term
borrowings of $1.75 billion and $1.87 billion,
respectively, in our consolidated statement of
condition in connection with these trusts. The interest
revenue and interest expense generated by the
investments and certificated interests, respectively,
are recorded as components of net interest revenue
when earned or incurred.
We transfer assets to the trusts from our
investment securities portfolio at adjusted book value,
and the trusts finance the acquisition of these assets
by selling certificated interests issued by the trusts to
third-party investors and to State Street as residual
holder. These transfers do not meet the de-
recognition criteria defined by U.S. GAAP, and
therefore, the assets continue to be recorded in our
consolidated financial statements. The trusts had a
weighted-average life of approximately 5.4 years as
of December 31, 2015, compared to approximately
5.9 years as of December 31, 2014.
Under separate legal agreements, we provide
standby bond-purchase agreements to these trusts
and, with respect to certain securities, letters of credit.
Our commitments to the trusts under these standby
bond-purchase agreements and letters of credit
totaled $1.75 billion and $569 million, respectively, as
of December 31, 2015, none of which was utilized as
of that date. In the event that our obligations under
these agreements are triggered, no material impact to
our consolidated results of operations or financial
condition is expected to occur, because the securities
are already recorded at fair value in our consolidated
statement of condition. In addition, neither creditors
nor third-party investors in the trusts have any
recourse to State Street’s general credit.
Interests in Sponsored Investment Funds:
In the normal course of business, we manage
various types of sponsored investment funds through
SSGA. The services we provide to these sponsored
investment funds generate management fee revenue.
From time to time, we may invest cash in the funds,
177
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
which we refer to as seed capital, in order for the
funds to establish a performance history for newly-
launched strategies.
With respect to our interests in sponsored
investment funds that meet the definition of a VIE, a
primary beneficiary assessment is performed to
determine if our variable interest (or combination of
variable interests, including those of related parties)
absorbs the majority of the entity’s expected losses,
receives a majority of the entity’s expected residual
returns, or both. As part of our assessment, we
consider all the facts and circumstances regarding
the terms and characteristics of the variable
interest(s), the design and characteristics of the fund
and the other involvements of the enterprise with the
fund. Upon consolidation of certain sponsored
investment funds, we retain the specialized
investment company accounting rules followed by the
underlying funds.
All of the underlying investments held by such
consolidated sponsored investment funds are carried
at fair value, with corresponding changes in the
investments’ fair values reflected in trading services
revenue in our consolidated statement of income.
When we no longer control these funds due to a
reduced ownership interest or other reasons, the
funds are de-consolidated and accounted for under
another accounting method if we continue to maintain
an investment in the fund.
As of December 31, 2015, the aggregate assets
and liabilities of our consolidated sponsored
investment funds totaled $321 million and $228
million, respectively. As of December 31, 2014, the
aggregate assets and liabilities of our consolidated
sponsored investment funds totaled $65 million and
$13 million, respectively.
As of December 31, 2015, our potential
maximum total exposure associated with the
consolidated sponsored investment funds totaled $61
million and represented the value of our economic
ownership interest in the fund. We expect any
financial losses that we realize over time from these
seed investments to be limited to the actual fair value
of the amount invested in the consolidated fund,
which is based on the fair value of the underlying
investment securities held by the funds. However, in
the event of a fund wind-down, gross gains and
losses of the fund may be recognized for financial
accounting purposes in different periods during the
time the fund is consolidated but not wholly owned.
Although we expect the actual economic loss to be
limited to the amount invested, our losses in any
period could exceed the value of our economic
interests in the fund and could exceed the value of
our initial seed capital investment.
Our conclusion to consolidate a sponsored
investment fund may vary from period to period, most
commonly as a result of fluctuation in our ownership
interest as a result of changes in the number of fund
shares held by either us or by third parties. Given
that the funds follow specialized investment company
accounting rules which prescribe fair value, a de-
consolidation generally would not result in gains or
losses for us.
The net assets of any consolidated fund are
solely available to settle the liabilities of the fund and
to settle any investors’ ownership redemption
requests, including any seed capital invested in the
fund by State Street. We are not contractually
required to provide financial or any other support to
any of our sponsored investment funds. In addition,
neither creditors nor equity investors in the sponsored
investment funds have any recourse to State Street’s
general credit.
As of December 31, 2015 and 2014, we
managed certain sponsored investment funds,
considered VIEs, in which we held a variable interest
but for which we were not deemed to be the primary
beneficiary. Our potential maximum loss exposure
related to these unconsolidated funds totaled $75
million and $45 million as of December 31, 2015 and
2014, respectively, and represented the carrying
value of our seed capital investment, which is
recorded in either AFS investment securities or other
assets in our consolidated statement of condition.
The amount of loss we may recognize during any
period is limited to the carrying amount of our seed
capital investment in the unconsolidated fund.
178
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 15. Shareholders' Equity
Preferred Stock:
The following table summarizes selected terms of each of the series of the preferred stock issued and
outstanding:
Preferred
Stock:(2)
Depositary
Shares
Issued
Ownership
Interest per
Depositary
Share
Issuance Date
Liquidation
Preference
Per Share
Liquidation
Preference Per
Depositary Share
Net Proceeds
of Offering (in
millions)
Redemption Date(1)
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
Series E
November 2014
30,000,000
1/4,000th
Series F
May 2015
750,000
1/100th
100,000
100,000
100,000
25
25
742 March 15, 2024
728 December 15, 2019
1,000
742 September 15, 2020
(1) On the redemption date, or any dividend declaration date thereafter, the preferred stock and corresponding depositary shares may be redeemed by us, in whole or
in part, at the liquidation price per share and liquidation price per depositary share plus any declared and unpaid dividends, without accumulation of any undeclared
dividends.
(2) The preferred stock and corresponding depositary shares may be redeemed at our option in whole, but not in part, prior to the redemption date upon the
occurrence of a regulatory capital treatment event, as defined in the certificate of designation, at a redemption price equal to the liquidation price per share and
liquidation price per depositary share plus any declared and unpaid dividends, without accumulation of any undeclared dividends.
The following table presents the dividends declared for each of the series of preferred stock issued and
outstanding for the periods indicted:
Years Ended December 31,
2015
Dividends
Declared per
Depositary
Share
Dividends Declared
Total (in
millions)
Dividends
Declared
2014
Dividends
Declared per
Depositary
Share
Total (in
millions)
Preferred Stock:
Series C
Series D
Series E
Series F
Total
$
5,250
$
1.32
$
5,900
6,333
1,663
1.48
1.60
16.63
26
44
48
12
$
130
$
5,252
$
1.32
$
4,605
—
—
1.15
—
—
$
26
35
—
—
61
In January 2016, we declared dividends on our Series C, D, E, and F preferred stock of approximately $1,313,
$1,475, $1,500 and $2,625, respectively, per share, or approximately $0.33, $0.37, $0.38 and $26.5, respectively,
per depositary share. These dividends total approximately $7 million, $11 million, $11 million and $20 million on our
Series C, D, E, and F preferred stock, respectively, which will be paid in March 2016.
Common Stock:
In March 2015 our Board approved a common stock purchase program authorizing the purchase of up to $1.8
billion of our common stock through June 30, 2016, (the 2015 Program). In March 2014, the Board approved the
previous program (the 2014 Program) that authorized stock purchases through March 2015. The table below
presents the activities under each program during the year ended December 31, 2015.
2015 Program
2014 Program
Total
Year Ended December 31, 2015
Amount
Authorized
(in billions)
Shares
Purchased
(in millions)
Average
Cost per
Share
Total
Purchased
(in millions)
Amount
Remaining Under
the Program
(in millions)
$
1.8
1.7
14.2
6.3
20.5
$
$
73.72
74.88
74.07
$
$
$
1,050
470
1,520
780
—
179
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The table below presents the dividends declared on common stock for the periods indicated:
Common Stock
Years Ended December 31,
Dividends
Declared per
Share
Total
(in millions)
Dividends
Declared
per Share
Total
(in millions)
2015
2014
$
1.32
$
536
$
1.16
$
490
Accumulated Other Comprehensive Income (Loss):
The following table presents the after-tax components of AOCI as of December 31:
(In millions)
2015
2014
2013
Net unrealized gains on cash flow hedges
$
293
$
Net unrealized gains (losses) on available-for-sale securities portfolio
Net unrealized gains (losses) related to reclassified available-for-sale securities
Net unrealized gains (losses) on available-for-sale securities
Net unrealized losses on available-for-sale securities designated in fair value hedges
Other-than-temporary impairment on available-for-sale securities related to factors other
than credit
Net unrealized losses on hedges of net investments in non-U.S. subsidiaries
Other-than-temporary impairment on held-to-maturity securities related to factors other
than credit
Net unrealized losses on retirement plans
Foreign currency translation
Total
9
(28)
(19)
(109)
—
(14)
(16)
(183)
(1,394)
$
276
273
39
312
(121)
1
(14)
(29)
(272)
(660)
161
(56)
(72)
(128)
(97)
4
(14)
(47)
(203)
229
(95)
$
(1,442) $
(507) $
The following tables present changes in AOCI by component, net of related taxes, for the periods indicated:
(In millions)
Net
Unrealized
Gains
(Losses)
on Cash
Flow
Hedges
Net
Unrealized
Gains
(Losses)
on
Available-
for-Sale
Securities
Net
Unrealized
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, 2013
$
161
$
(221) $
(14) $
(47) $
(203) $
229
$
(95)
Other comprehensive income (loss) before
reclassifications
Amounts reclassified into (out of) earnings
Other comprehensive income (loss)
112
3
115
422
(9)
413
—
—
—
17
1
18
—
(69)
(69)
(889)
—
(889)
(338)
(74)
(412)
Balance as of December 31, 2014
$
276
$
192
$
(14) $
(29) $
(272) $
(660) $
(507)
Other comprehensive income (loss) before
reclassifications
Amounts reclassified into (out of) earnings
Other comprehensive income (loss)
20
(3)
17
(314)
(6)
(320)
—
—
—
15
(2)
13
1
88
89
(734)
(1,012)
—
77
(734)
(935)
Balance as of December 31, 2015
$
293
$
(128) $
(14) $
(16) $
(183) $
(1,394) $ (1,442)
180
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents after-tax reclassifications into earnings for the periods indicated:
(In millions)
Cash flow hedges:
Interest-rate contracts, net of related tax benefit of $2 and $2,
respectively
Available-for-sale securities:
Net realized gains from sales of available-for-sale securities, net of
related tax benefit of $1 and related taxes of ($6), respectively
Held-to-maturity securities:
Other-than-temporary impairment on held-to-maturity securities
related to factors other than credit
Retirement plans:
Twelve Months Ended
December 31,
2015
2014
Amounts Reclassified into
Earnings
Affected Line Item in
Consolidated Statement of
Income
$
(3) $
3 Net interest revenue
(6)
(2)
Net gains (losses) from sales
of available-for-sale securities
(9)
Losses reclassified (from) to
other comprehensive income
1
Amortization of actuarial losses, net of related taxes of ($51) and
($50), respectively
Total reclassifications out of AOCI
$
88
77
$
(69)
(74)
Compensation and employee
benefits expenses
The methods for the calculation of our and State
Street Bank's risk-based capital ratios will change as
the provisions of the Basel III final rule related to the
numerator (capital) and denominator (risk-weighted
assets) are phased in, and as we begin calculating
our risk-weighted assets using the advanced
approaches. These ongoing methodological changes
will result in differences in our reported capital ratios
from one reporting period to the next that are
independent of applicable changes to our capital
base, our asset composition, our off-balance sheet
exposures or our risk profile.
As of December 31, 2015, State Street and
State Street Bank exceeded all regulatory capital
adequacy requirements to which they were subject.
As of December 31, 2015, State Street Bank was
categorized as “well capitalized” under the applicable
regulatory capital adequacy framework, and
exceeded all “well capitalized” ratio guidelines to
which it was subject.
Note 16. Regulatory Capital
We are subject to various regulatory capital
requirements administered by federal banking
agencies. Failure to meet minimum regulatory capital
requirements can initiate certain mandatory and
discretionary actions by regulators that, if undertaken,
could have a direct material effect on our
consolidated financial condition. Under current
regulatory capital adequacy guidelines, we must meet
specified capital requirements that involve
quantitative measures of our consolidated assets,
liabilities and off-balance sheet exposures calculated
in conformity with regulatory accounting practices.
Our capital components and their classifications are
subject to qualitative judgments by regulators about
components, risk weightings and other factors.
As required by the Dodd-Frank Act, State Street
and State Street Bank, as advanced approaches
banking organizations, are subject to a permanent
"capital floor" in the calculation and assessment of
their regulatory capital adequacy by U.S. banking
regulators. Beginning on January 1, 2015, we were
required to calculate our risk-based capital ratios
using both the advanced approaches and the
standardized approach. As a result, from January 1,
2015 going forward, our risk-based capital ratios for
regulatory assessment purposes are the lower of
each ratio calculated under the standardized
approach and the advanced approaches.
181
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents the regulatory capital structure, total risk-weighted assets, related regulatory
capital ratios and the minimum required regulatory capital ratios for State Street and State Street Bank as of the
dates indicated. As a result of changes in the methodologies used to calculate our regulatory capital ratios from
period to period as the provisions of the Basel III final rule are phased in, the ratios presented in the table for each
period-end are not directly comparable. Refer to the footnotes following the table.
State Street
State Street Bank
Basel III
Advanced
Approaches
December 31,
2015(1)
Basel III
Standardized
Approach
December 31,
2015(2)
Basel III
Advanced
Approaches
December 31,
2014(1)
Basel III
Transitional
Approach
December 31,
2014(3)
Basel III
Advanced
Approaches
December 31,
2015(1)
Basel III
Standardized
Approach
December 31,
2015(2)
Basel III
Advanced
Approaches
December 31,
2014(1)
Basel III
Transitional
Approach
December 31,
2014(3)
$
10,250
$
10,250
$
10,295
$
10,295
$
10,938
$
10,938
$
10,867
$
10,867
16,049
16,049
14,737
14,737
10,655
10,655
9,270
9,270
(1,422)
(6,457)
18,420
(5,927)
(60)
12,433
2,703
237
(109)
(1,422)
(6,457)
18,420
(5,927)
(60)
12,433
2,703
237
(109)
(642)
(5,158)
19,232
(5,869)
(36)
13,327
1,961
475
(145)
(642)
(5,158)
19,232
(5,869)
(36)
13,327
1,961
475
(145)
—
20,363
(5,631)
(85)
14,647
—
—
—
(1,230)
(1,230)
—
(536)
—
(536)
—
20,363
19,601
19,601
(5,631)
(85)
14,647
—
—
—
(5,577)
(128)
13,896
—
—
—
(5,577)
(128)
13,896
—
—
—
15,264
15,264
15,618
15,618
14,647
14,647
13,896
13,896
1,358
1,358
1,618
1,618
1,371
1,371
1,634
1,634
713
12
2
17,349
51,733
43,882
3,937
99,552
221,880
$
$
$
$
713
66
2
17,403
93,515
NA
2,378
95,893
221,880
$
$
$
$
475
—
4
17,715
66,874
35,866
5,087
107,827
247,740
$
$
$
$
475
—
4
17,715
87,502
NA
2,910
90,412
247,740
$
$
$
$
—
8
—
16,026
47,677
43,324
3,939
94,940
217,358
$
$
$
$
—
66
—
—
—
—
—
—
—
$
$
$
$
16,084
89,164
NA
2,378
91,542
217,358
$
$
$
$
15,530
59,836
35,449
5,048
100,333
243,549
$
$
$
$
15,530
84,433
NA
2,909
87,342
243,549
(Dollars in millions)
Common shareholders' equity:
Common stock and related
surplus
Retained earnings
Accumulated other
comprehensive income (loss)
Treasury stock, at cost
Total
Regulatory capital adjustments:
Goodwill and other intangible
assets, net of associated
deferred tax liabilities(4)
Other adjustments
Common equity tier 1 capital
Preferred stock
Trust preferred capital securities
subject to phase-out from tier 1
capital
Other adjustments
Tier 1 capital
Qualifying
subordinated
long-term debt
Trust preferred capital securities
phased out of tier 1 capital
ALLL and other
Other adjustments
Total capital
Risk-weighted assets:
Credit risk
Operational risk
Market risk(5)
Total risk-weighted assets
Adjusted quarterly average assets
Capital Ratios:
Minimum
Requirements(6)
2015
Minimum
Requirements(7)
2014
Common equity
tier 1 capital
Tier 1 capital
Total capital
Tier 1 leverage
4.5%
4.0%
12.5%
13.0%
12.4%
14.7%
15.4%
16.0%
13.8%
15.9%
6.0
8.0
4.0
5.5
8.0
4.0
15.3
17.4
6.9
15.9
18.1
6.9
14.5
16.4
6.3
17.3
19.6
6.3
15.4
16.9
6.7
16.0
17.6
6.7
13.8
15.5
5.7
15.9
17.8
5.7
NA: Not applicable.
(1) Common equity tier 1 capital, tier 1 capital and total capital ratios as of December 31, 2015 and December 31, 2014 were calculated in conformity with the advanced approaches provisions
of the Basel III final rule. Tier 1 leverage ratio as of December 31, 2015 and December 31, 2014 were calculated in conformity with the Basel III final rule.
(2) Common equity tier 1 capital, tier 1 capital and total capital ratios as of December 31, 2015 were calculated in conformity with the standardized approach provisions of the Basel III final rule.
Tier 1 leverage ratio as of December 31, 2015 was calculated in conformity with the Basel III final rule.
(3) Common equity tier 1 capital, tier 1 capital, total capital and tier 1 leverage ratios as of December 31, 2014 were calculated in conformity with the transitional provisions of the Basel III final
rule. Specifically, these ratios reflect common equity tier 1, tier 1 and total capital (the numerator) calculated in conformity with the provisions of the Basel III final rule, and total risk-weighted
assets or, with respect to the tier 1 leverage ratio, quarterly average assets (in both cases, the denominator), calculated in conformity with the provisions of Basel I.
(4) Amounts for State Street and State Street Bank as of December 31, 2015 consisted of goodwill, net of associated deferred tax liabilities, and 40% of other intangible assets, net of associated
deferred tax liabilities. Amounts for State Street and State Street Bank as of December 31, 2014 consisted of goodwill, net of deferred tax liabilities and 20% of other intangible assets, net of
associated deferred tax liabilities. Intangible assets, net of associated deferred tax liabilities is phased in as a deduction from capital, in conformity with the Basel III final rule.
(5) Market risk risk-weighted assets reported in conformity with the Basel III advanced approaches included a CVA which reflected the risk of potential fair-value adjustments for credit risk
reflected in our valuation of over-the-counter derivative contracts. The CVA was not provided for in the final market risk capital rule; however, it was required by the advanced approaches
provisions of the Basel III final rule. State Street used the simple CVA approach in conformity with the Basel III advanced approaches.
(6) Minimum requirements will be phased in up to full implementation beginning on January 1, 2019; minimum requirements listed are as of December 31, 2015.
(7) Minimum requirements will be phased in up to full implementation beginning on January 1, 2019; minimum requirements listed are as of December 31, 2014.
182
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 17. Net Interest Revenue
The following table presents the components of
interest revenue and interest expense, and related
net interest revenue, for the periods indicated:
(In millions)
Interest revenue:
Deposits with banks
Investment securities:
U.S. Treasury and federal
agencies
State and political
subdivisions
Other investments
Securities purchased under
resale agreements
Loans and leases
Other interest-earning assets
Total interest revenue
Interest expense:
Deposits
Short-term borrowings
Long-term debt
Other interest-bearing liabilities
Total interest expense
Net interest revenue
Twelve Months Ended
December 31,
2015
2014
2013
$ 208
$
196
$
125
735
227
934
62
311
11
672
231
707
249
1,241
1,331
38
266
8
45
253
4
2,488
2,652
2,714
97
7
250
46
400
99
5
245
43
392
93
60
232
26
411
$ 2,088
$ 2,260
$ 2,303
Note 18. Equity-Based Compensation
We record compensation expense for equity-
based awards, such as restricted stock, deferred
stock and performance awards, based on the closing
price of our common stock on the date of grant,
adjusted if appropriate based on the award’s eligibility
to receive dividends. The fair value of stock options
and stock appreciation rights is determined using the
Black-Scholes valuation model.
Compensation expense related to equity-based
awards with service-only conditions and terms that
provide for a graded vesting schedule is recognized
on a straight-line basis over the required service
period for the entire award. Compensation expense
related to equity-based awards with performance
conditions and terms that provide for a graded vesting
schedule is recognized over the requisite service
period for each separately vesting tranche of the
award, and is based on the probable outcome of the
performance conditions at each reporting date.
Compensation expense is adjusted for assumptions
with respect to the estimated amount of awards that
will be forfeited prior to vesting, and for employees
who have met certain retirement eligibility criteria.
Compensation expense for common stock awards
granted to employees meeting early retirement
eligibility criteria is fully expensed and accrued on the
grant date.
Dividend equivalents for certain equity-based
awards are paid on stock units on a current basis
prior to vesting and distribution.
As of December 31, 2015, a cumulative total of
60.9 million shares had been awarded under the
2006 Equity Incentive Plan, or 2006 Plan, compared
with cumulative totals of 56.9 million shares and 52.4
million shares as of December 31, 2014 and 2013,
respectively. The 2006 Plan allows for shares
withheld in payment of the exercise price of an award
or in satisfaction of tax withholding requirements,
shares forfeited due to employee termination, shares
expired under options awards, or shares not delivered
when performance conditions have not been met, to
be added back to the pool of shares available for
awards. As of December 31, 2015, 21.1 million
shares had been awarded under the 2006 Plan but
not delivered, and have become available for reissue.
A total of 20.8 million shares is available for issuance
under the 2006 Plan.
The exercise price of non-qualified and incentive
stock options and stock appreciation rights may not
be less than the fair value of such shares on the date
of grant. Stock options and stock appreciation rights
granted under the 1997 Equity Incentive Plan, or
1997 Plan, and the 2006 Plan, collectively the Plans,
generally vest over four years and expire no later
than ten years from the date of grant. No common
stock options or stock appreciation rights have been
granted since 2009. For restricted stock awards
granted under the Plans, common stock is issued at
the time of grant and recipients have dividend and
voting rights. In general, these grants vest over three
to four years. As of December 31, 2015 there are no
outstanding stock options or restricted stock awards.
For deferred stock awards granted under the
Plans, no common stock is issued at the time of grant
and the stock does not have dividend and voting
rights. Generally, these grants vest over one to four
years. Performance awards granted are earned over
a performance period based on the achievement of
defined goals, generally over one to four years.
Payment for performance awards is made in shares
of our common stock equal to its fair market value per
share, based on certain financial ratios, after the
conclusion of each performance period.
Beginning with 2012, malus-based forfeiture
provisions were included in deferred stock awards
granted to employees identified as “material risk-
takers,” as defined by management. These malus-
based forfeiture provisions provide for the reduction
or cancellation of unvested deferred compensation,
such as deferred stock awards, if it is determined that
183
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
a material risk-taker made risk-based decisions that
exposed State Street to inappropriate risks that
resulted in a material unexpected loss at the
business-unit, line-of-business or corporate level.
Compensation expense related to stock options,
stock appreciation rights, restricted stock awards,
deferred stock awards and performance awards,
which we record as a component of compensation
and employee benefits expense in our consolidated
statement of income, was $319 million, $329 million
and $355 million for the years ended December 31,
2015, 2014 and 2013, respectively. Such expense for
2015, 2014 and 2013 excluded $10 million, $20
million and $3 million, respectively, associated with
acceleration of expense in connection with targeted
staff reductions. This expense was included in the
severance-related portion of the associated
restructuring charges recorded in each respective
year.
The following table presents information about the Plans as of December 31, 2015, and related activity during
the years indicated:
Stock Options and Stock Appreciation Rights:
Outstanding as of December 31, 2013
Exercised
Forfeited or expired
Outstanding as of December 31, 2014
Exercised
Forfeited or expired
Outstanding and exercisable as of December 31, 2015 (1)
(1) Consists of zero shares subject to stock options and 1,206 stock appreciation rights.
The total intrinsic value of options and stock
appreciation rights exercised during the years ended
December 31, 2015, 2014 and 2013 was $5 million,
$14 million and $42 million, respectively. As of
December 31, 2015, there was no unrecognized
compensation cost related to stock options and stock
appreciation rights.
The following tables present activity related to
other common stock awards during the years
indicated:
Shares
(in thousands)
Weighted-
Average
Grant Date Fair
Value
1,245
$
(1,211)
(3)
31
(31)
—
— $
44.47
44.56
42.57
41.27
41.22
—
—
Restricted Stock Awards:
Outstanding as of
December 31, 2013
Vested
Forfeited
Outstanding as of
December 31, 2014
Vested
Forfeited
Outstanding as of
December 31, 2015
Shares
(in thousands)
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term
(in years)
2,664
$
(801)
(2)
1,861
(398)
(257)
1,206
$
68.45
55.33
52.78
74.12
62.63
81.71
76.29
1.6
The total fair value of restricted stock awards
vested for the years ended December 31, 2015, 2014
and 2013, based on the weighted average grant date
fair value in each respective year, was $1 million, $54
million, and $57 million, respectively. As of
December 31, 2015, all awards had vested.
Shares
(in thousands)
Weighted-
Average
Grant Date Fair
Value
Deferred Stock Awards:
Outstanding as of
December 31, 2013
Granted
Vested
Forfeited
Outstanding as of
December 31, 2014
Granted
Vested
Forfeited
15,094
$
4,282
(6,730)
(215)
12,431
3,461
(6,910)
(246)
Outstanding as of
December 31, 2015
8,736
$
45.07
65.40
46.03
49.87
51.47
72.98
49.17
59.22
61.59
The total fair value of deferred stock awards
vested for the years ended December 31, 2015, 2014
184
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
and 2013, based on the weighted average grant date
fair value in each respective year, was $340 million,
$310 million and $259 million, respectively. As of
December 31, 2015, total unrecognized
compensation cost related to deferred stock awards,
net of estimated forfeitures, was $301 million, which
is expected to be recognized over a weighted-
average period of 2.4 years.
Shares
(in thousands)
Weighted-
Average
Grant Date Fair
Value
Performance Awards:
Outstanding as of
December 31, 2013
Granted
Forfeited
Paid out
Outstanding as of
December 31, 2014
Granted
Forfeited
Paid out
2,224
$
437
(1)
(1,033)
1,627
400
(1)
(861)
Outstanding as of
December 31, 2015
1,165
$
43.24
64.56
53.16
42.48
49.46
72.24
41.02
45.09
60.45
The total fair value of performance awards paid
out for the years ended December 31, 2015, 2014
and 2013, based on the weighted average grant date
fair value in each respective year, was $39 million,
$44 million and $34 million, respectively. As of
December 31, 2015, total unrecognized
compensation cost related to performance awards,
net of estimated forfeitures, was $3 million, which is
expected to be recognized over a weighted-average
period of 1.8 years.
We utilize either treasury shares or authorized
but unissued shares to satisfy the issuance of
common stock under our equity incentive plans. We
do not have a specific policy concerning purchases of
our common stock to satisfy stock issuances,
including exercises of stock options. We have a
general policy concerning purchases of our common
stock to meet issuances under our employee benefit
plans, including option exercises and other corporate
purposes. Various factors determine the amount and
timing of our purchases of our common stock,
including regulatory reviews, our regulatory capital
requirements, the number of shares we expect to
issue under employee benefit plans, market
conditions (including the trading price of our common
stock), and legal considerations. These factors can
change at any time, and the number of shares of
common stock we will purchase or when we will
purchase them cannot be assured.
Note 19. Employee Benefits
Defined Benefit Pension and Other Post-
Retirement Benefit Plans:
State Street Bank and certain of its U.S.
subsidiaries participate in a non-contributory, tax-
qualified defined benefit pension plan. The U.S.
defined benefit pension plan was frozen as of
December 31, 2007 and no new employees were
eligible to participate after that date. State Street has
agreed to contribute sufficient amounts as necessary
to meet the benefits paid to plan participants and to
fund the plan’s service cost, plus interest. U.S.
employee account balances earn annual interest
credits until the employee’s retirement. Non-U.S.
employees participate in local defined benefit plans
which are funded as required in each local
jurisdiction. In addition to the defined benefit pension
plans, we have non-qualified unfunded SERPs that
provide certain officers with defined pension benefits
in excess of allowable qualified plan limits. State
Street Bank and certain of its U.S. subsidiaries also
participate in a post-retirement plan that provides
health care and insurance benefits for certain retired
employees. The total expense for these tax-qualified
and non-qualified plans was $46 million, $32 million
and $42 million for the years ended December 31,
2015, 2014 and 2013, respectively.
We recognize the funded status of our defined
benefit pension plans and other post-retirement
benefit plans, measured as the difference between
the fair value of the plan assets and the projected
benefit obligation, in the consolidated statement of
position. The assets held by the defined benefit
pension plans are largely made up of common,
collective funds that are liquid and invest principally in
U.S. equities and high-quality fixed income
investments. The majority of these assets fall within
Level 2 of the fair value hierarchy. The benefit
obligations associated with our primary U.S. and non-
U.S. defined benefit plans, non-qualified unfunded
supplemental retirement plans and post-retirement
plans were $1.18 billion, $155 million and $30 million,
respectively, as of December 31, 2015 and $1.26
billion, $168 million and $120 million, respectively, as
of December 31, 2014. As the primary defined
benefit plans are frozen, the benefit obligation will
only vary over time as a result of changes in market
interest rates, the life expectancy of the plan
participants and payments made from the plans. The
primary U.S. and non-U.S. defined benefit pension
plans were underfunded by $16 million and $50
million as of December 31, 2015 and 2014,
respectively. The non-qualified supplemental
retirement plans were underfunded by $155 million
and $168 million as of December 31, 2015 and 2014,
185
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
respectively. The other post-retirement benefit plans
were underfunded by $30 million and $120 million as
of December 31, 2015 and 2014, respectively. The
underfunded status is included in other liabilities.
Defined Contribution Retirement Plans:
We contribute to employer-sponsored U.S. and
non-U.S. defined contribution plans. Our contribution
to these plans was $130 million for 2015, $147 million
for 2014 and $134 million for 2013.
Note 20. Occupancy Expense and Information
Systems and Communications Expense
Occupancy expense and information systems
and communications expense include depreciation of
buildings, leasehold improvements, computer
hardware and software, equipment, and furniture and
fixtures. Total depreciation expense for 2015, 2014
and 2013 was $443 million, $417 million and $401
million, respectively.
We lease 1,025,000 square feet at One Lincoln
Street, our headquarters building located in Boston,
Massachusetts, and a related underground parking
garage, under 20-year, non-cancelable capital leases
expiring in September 2023. A portion of the lease
payments is offset by subleases for approximately
127,000 square feet of the building. As of
December 31, 2015 and 2014, an aggregate net book
value of $231 million and $624 million, respectively,
related to the above-described capital leases was
recorded in premises and equipment, with the related
liability recorded in long-term debt, in our
consolidated statement of condition.
During 2015, we entered into amended lease
agreements for our Channel Center property located
in Boston, MA and our Churchill Place property
located in the U.K. As a result of such amendments,
these properties no longer qualify as capital leases
and are classified and accounted for as operating
leases.
Capital lease asset amortization is recorded in
occupancy expense on a straight-line basis in our
consolidated statement of income over the respective
lease term. Lease payments are recorded as a
reduction of the liability, with a portion recorded as
imputed interest expense. For the years ended
December 31, 2015, 2014 and 2013, interest
expense related to these capital lease obligations,
reflected in net interest revenue, was $32 million, $38
million and $40 million, respectively. As of
December 31, 2015 and 2014, accumulated
amortization of capital lease assets was $334 million
and $426 million, respectively.
We have entered into non-cancelable operating
leases for premises and equipment. Nearly all of
these leases include renewal options. Costs related
to operating leases for office space are recorded in
occupancy expense. Costs related to operating
leases for equipment are recorded in information
systems and communications expense. Both are
recorded on a straight-line basis.
Total rental expense net of sublease revenue for
the years ended December 31, 2015, 2014 and 2013
amounted to $190 million, $204 million and $224
million, respectively. Total rental expense was
reduced by sublease revenue of $4 million in 2015,
and $6 million in both 2014 and 2013.
The following table presents a summary of future minimum lease payments under non-cancelable capital and
operating leases as of December 31, 2015. Aggregate future minimum rental commitments have been reduced by
aggregate sublease rental commitments of $48 million for capital leases and $20 million for operating leases.
(In millions)
2016
2017
2018
2019
2020
Thereafter
Total minimum lease payments
Less amount representing interest payments
Present value of minimum lease payments
Capital
Leases
Operating
Leases
$
198
199
163
128
114
498
Total
$
256
256
216
174
159
623
$
1,300
$
1,684
$
$
58
57
53
46
45
125
384
(98)
286
186
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 21. Expenses
The following table presents the components of other
expenses for the years ended December 31:
(In millions)
Litigation
Insurance
Regulatory fees and
assessments
Securities processing
Other
2015
2014
2013
$
422
$
173
$
(17)
126
115
79
276
80
74
68
356
80
72
52
360
547
Total Other expenses
$
1,018
$
751
$
Note 22. Income Taxes
We use an asset-and-liability approach to
account for income taxes. Our objective is to
recognize the amount of taxes payable or refundable
for the current year through charges or credits to the
current tax provision, and to recognize deferred tax
assets and liabilities for future tax consequences of
temporary differences between amounts reported in
our consolidated financial statements and their
respective tax bases. The measurement of tax
assets and liabilities is based on enacted tax laws
and applicable tax rates. The effects of a tax position
on our consolidated financial statements are
recognized when we believe it is more likely than not
that the position will be sustained. A valuation
allowance is established if it is considered more likely
than not that all or a portion of the deferred tax assets
will not be realized. Deferred tax assets and liabilities
recorded in our consolidated statement of condition
are netted within the same tax jurisdiction.
The following table presents the components of
income tax expense for the years ended December
31:
(In millions)
2015
2014
2013
Current:
Federal
State
Non-U.S.
Total current expense
Deferred:
Federal
State
Non-U.S.
Total deferred (benefit)
expense
$
$
52
92
342
486
(39)
40
(169)
(168)
$
59
39
257
355
38
10
12
60
Total income tax expense
$
318
$
415
$
193
47
248
488
95
31
2
In 2015 we recognized benefits associated with
the reduction of an Italian deferred tax liability and the
approval of a tax refund for prior years, partially offset
by a change in New York tax law.
In 2014 we expanded our municipal securities
portfolio, increased our investments in alternative
energy projects and realized greater benefits from our
non-U.S. operations.
The amount of income tax expense (benefit)
related to net gains (losses) from sales of investment
securities was $(3) million, $5 million and $6 million in
2015, 2014 and 2013, respectively. Pre-tax income
attributable to our operations located outside the U.S.
was approximately $1.30 billion, $1.33 billion and
$1.25 billion for 2015, 2014 and 2013, respectively.
Pre-tax earnings of our non-U.S. subsidiaries
are subject to U.S. income tax when effectively
repatriated. As of December 31, 2015, we have
chosen to indefinitely reinvest approximately $4.9
billion of earnings of certain of our non-U.S.
subsidiaries. No provision has been recorded for
U.S. income taxes that could be incurred upon
repatriation. As of December 31, 2015, if such
earnings had been repatriated to the U.S., we would
have provided for approximately $1.1 billion of
additional income tax expense.
The following table presents significant
components of our gross deferred tax assets and
gross deferred tax liabilities as of December 31:
(In millions)
Deferred tax assets:
Unrealized losses on investment
securities, net
Deferred compensation
Defined benefit pension plan
Restructuring charges and other
reserves
Foreign currency translation
Real estate
Other
Total deferred tax assets
2015
2014
$
57
$
167
143
363
155
20
32
937
—
168
193
237
56
9
68
731
Valuation allowance for deferred tax
assets
Deferred tax assets, net of valuation
allowance
Deferred tax liabilities:
Unrealized gains on securities, net
$
$
(27)
(54)
910
$
677
— $
334
804
265
121
5
326
1,006
167
83
128
616
Leveraged lease financing
Fixed and intangible assets
Non-U.S. earnings
Other
Total deferred tax liabilities
$ 1,524
$ 1,587
187
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Management considers the valuation allowance
adequate to reduce the total deferred tax assets to an
aggregate amount that will more likely than not be
realized. Management has determined that a
valuation allowance is not required for the remaining
deferred tax assets because it is more likely than not
that there is sufficient taxable income of the
appropriate nature within the carryback and
carryforward periods to realize these assets.
As of December 31, 2015 and 2014, we had
deferred tax assets associated with tax credit
carryforwards of $2 million in each year. The tax
credit carryforwards do not expire. As of
December 31, 2015 and 2014, we had deferred tax
assets associated with non-U.S. and state loss
carryforwards of $26 million and $53 million,
respectively, included in “other” in the table above. Of
the total loss carryforwards of $26 million as of
December 31, 2015, $19 million do not expire, and
the remaining $7 million expire through 2034. The
loss carryforwards have a valuation allowance of $22
million and $45 million for 2015 and 2014.
The following table presents a reconciliation of
the U.S. statutory income tax rate to our effective tax
rate based on income before income tax expense for
the years ended December 31:
U.S. federal income tax rate
35.0% 35.0% 35.0%
2015
2014
2013
Changes from statutory rate:
State taxes, net of federal benefit
Tax-exempt income
Tax credits
Foreign tax differential
Tax Refund
Litigation Expense
Other, net
Effective tax rate
4.2
(5.6)
(9.4)
(9.6)
(2.8)
2.7
(0.7)
1.5
(5.1)
(6.8)
(8.5)
—
1.3
1.6
(3.7)
(3.6)
(5.9)
—
—
(0.3)
(0.3)
13.8% 17.1% 23.1%
The following table presents activity related to
unrecognized tax benefits as of December 31:
(In millions)
Beginning balance
Decrease related to agreements with tax
authorities
Increase related to tax positions taken during
current year
Increase related to tax positions taken during
prior year
Ending balance
2015
2014
$ 163
$ 158
(122)
(9)
8
14
63
8
6
$ 163
$
The amount of unrecognized tax benefits that, if
recognized, would reduce income tax expense and
our effective tax rate was $55 million as of
December 31, 2015. Unrecognized tax benefits do
not include accrued interest of approximately $3
million and $9 million as of December 31, 2015 and
2014.
It is reasonably possible that the unrecognized
tax benefits could decrease by up to $7 million within
the next 12 months due to the resolution of an audit,
which would not reduce our income tax expense and
our effective tax rate. Management believes that we
have sufficient accrued liabilities as of December 31,
2015 for tax exposures and related interest expense.
We recorded interest and penalties related to
income taxes as a component of income tax expense.
Income tax expense included related interest and
penalties of approximately $5 million and $3 million
for 2015 and 2014, respectively.
Note 23. Earnings Per Common Share
Basic EPS is calculated pursuant to the “two-
class” method, by dividing net income available to
common shareholders by the weighted-average
common shares outstanding during the period.
Diluted EPS is calculated pursuant to the two-class
method, by dividing net income available to common
shareholders by the total weighted-average number
of common shares outstanding for the period plus the
shares representing the dilutive effect of common
stock options and other equity-based awards. The
effect of common stock options and other equity-
based awards is excluded from the calculation of
diluted EPS in periods in which their effect would be
anti-dilutive.
The two-class method requires the allocation of
undistributed net income between common and
participating shareholders. Net income available to
common shareholders, presented separately in our
consolidated statement of income, is the basis for the
calculation of both basic and diluted EPS.
Participating securities are composed of unvested
restricted stock, unvested and fully vested SERP
shares and fully vested deferred director stock
awards, which are equity-based awards that contain
non-forfeitable rights to dividends, and are considered
to participate with the common stock in undistributed
earnings.
188
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present the computation of
basic and diluted earnings per common share for the
years ended December 31:
(Dollars in millions, except per
share amounts)
Net income
Less:
2015
2014
2013
$ 1,980
$ 2,022
$ 2,050
Preferred stock dividends
(130)
(61)
(26)
Dividends and undistributed
earnings allocated to
participating securities(1)
Net income available to common
shareholders
Average common shares
outstanding (in thousands):
(2)
(3)
(8)
$ 1,848
$ 1,958
$ 2,016
Basic average common shares
407,856
424,223
446,245
Effect of dilutive securities:
common stock options and
common stock awards
Diluted average common shares
Anti-dilutive securities(2)
Earnings per Common Share:
5,782
7,784
8,910
413,638
432,007
455,155
661
1,498
1,855
Basic
Diluted(3)
$
4.53
$
4.62
$
4.47
4.53
4.52
4.43
(1) Represents the portion of net income available to common equity
allocated to participating securities, composed of fully vested deferred
director stock, unvested and fully vested SERP shares and unvested
restricted stock that contain non-forfeitable rights to dividends during the
vesting period on a basis equivalent to dividends paid to common
shareholders.
(2) Represents common stock options and other equity-based awards
outstanding but not included in the computation of diluted average common
shares, because their effect was anti-dilutive.
(3) Calculations reflect allocation of earnings to participating securities using
the two-class method, as this computation is more dilutive than the treasury
stock method.
Note 24. Line of Business Information
We have two lines of business: Investment
Servicing and Investment Management. The results
of operations for these lines of business are not
necessarily comparable with those of other
companies, including companies in the financial
services industry.
Investment Servicing provides services for U.S.
mutual funds, collective investment funds and other
investment pools, corporate and public retirement
plans, insurance companies, foundations and
endowments worldwide. Products include custody;
product- and participant-level accounting; daily pricing
and administration; master trust and master custody;
record-keeping; cash management; foreign
exchange, brokerage and other trading services;
securities finance; deposit and short-term investment
facilities; loans and lease financing; investment
manager and alternative investment manager
operations outsourcing; and performance, risk and
compliance analytics to support institutional investors.
We provide shareholder services, which include
mutual fund and collective investment fund
shareholder accounting, through 50%-owned
affiliates, Boston Financial Data Services, Inc. and
the International Financial Data Services group of
companies.
Investment Management, through SSGA,
provides a broad array of investment management,
investment research and investment advisory
services to corporations, public funds and other
sophisticated investors. SSGA offers active and
passive asset management strategies across equity,
fixed-income and cash asset classes. Products are
distributed directly and through intermediaries using a
variety of investment vehicles, including ETFs such
as the SPDR® ETF brand.
Our investment servicing strategy is to focus on
total client relationships and the full integration of our
products and services across our client base through
cross-selling opportunities. In general, our clients will
use a combination of services, depending on their
needs, rather than one product or service. For
instance, a custody client may purchase securities
finance and cash management services from different
business units. Products and services that we
provide to our clients are parts of an integrated
offering to these clients. We price our products and
services on the basis of overall client relationships
and other factors; as a result, revenue may not
necessarily reflect the stand-alone market price of
these products and services within the business lines
in the same way it would for separate business
entities.
Generally, approximately 75% of our
consolidated total revenue (fee revenue from
investment servicing and investment management, as
well as trading services and securities finance
activities) is generated by these two business lines.
The remaining 25% is composed of processing fees
and other revenue, net interest revenue, which is
largely generated by our investment of client
deposits, short-term borrowings and long-term debt in
a variety of assets, and net gains (losses) related to
investment securities. These other revenue types are
generally fully allocated to, or reside in, Investment
Servicing and Investment Management.
Revenue and expenses are directly charged or
allocated to our lines of business through
management information systems. Assets and
liabilities are allocated according to policies that
support management’s strategic and tactical goals.
Capital is allocated based on the relative risks and
capital requirements inherent in each business line,
along with management judgment. Capital
189
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
allocations may not be representative of the capital
that might be required if these lines of business were
separate business entities.
The “Other” column for the year ended
December 31, 2013 included net costs of $180 million
composed of the following -
The following is a summary of our line-of-
business results for the periods indicated.
The “Other” column for the year ended
December 31, 2015 included net costs $98 million
composed of the following -
• Net acquisition and restructuring costs of
$104 million;
• Net provisions for litigation exposure and
other costs of $65 million; and
• Net severance costs associated with staffing
• Net acquisition and restructuring costs of $25
realignment of $11 million.
million; and
• Net severance costs associated with staffing
realignment of $73 million.
The “Other” column for the year ended
December 31, 2014 included net costs $219 million
composed of the following -
• 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.
The amounts in the “Other” columns were not
allocated to State Street's business lines. Prior
reported results reflect reclassifications, for
comparative purposes, related to management
changes in methodologies associated with allocations
of revenue and expenses to lines-of-business in
2015.
Investment
Servicing
Investment
Management
2015
2014
2013
2015
2014
2013
2015
Other
2014
2013
2015
Total
2014
2013
Years Ended December 31,
(Dollars in millions,
except where otherwise
noted)
Servicing fees
$ 5,153
$ 5,108
$ 4,799
$ — $ — $ — $ — $ — $ — $ 5,153
$ 5,108
$ 4,799
—
1,174
1,207
1,106
Management fees
Trading services
Securities finance
Processing fees and
other
Total fee revenue
Net interest revenue
—
1,108
496
325
7,082
2,086
—
1,039
437
179
6,763
2,245
1,027
359
206
6,391
2,278
Gains (losses) related to
investment securities, net
(6)
4
(9)
38
—
(16)
45
—
(5)
67
—
6
1,196
1,247
1,179
2
—
15
—
25
—
Total revenue
9,162
9,012
8,660
1,198
1,262
1,204
Provision for loan losses
12
10
6
Total expenses
6,990
6,648
6,190
—
962
—
960
—
822
—
—
—
—
—
—
—
—
—
98
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,174
1,146
496
309
8,278
2,088
1,207
1,084
437
174
8,010
2,260
1,106
1,094
359
212
7,570
2,303
(6)
4
(9)
10,360
10,274
9,864
12
10
6
219
180
8,050
7,827
7,192
Income before income
tax expense
$ 2,160
$ 2,354
$ 2,464
$ 236
$ 302
$ 382
$
(98)
$ (219)
$ (180)
$ 2,298
$ 2,437
$ 2,666
Pre-tax margin
24%
26%
28%
20%
24%
32%
22%
24%
27%
Average assets (in
billions)
$ 246.6
$ 234.2
$ 203.2
$
3.9
$
3.9
$
3.8
$ 250.5
$ 238.1
$ 207.0
190
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 25. Non-U.S. Activities
We generally define our non-U.S. activities as
those revenue-producing business activities that arise
from clients domiciled outside the U.S. Due to the
integrated nature of our business, precise
segregation of our U.S. and non-U.S. activities is not
possible. Subjective estimates, assumptions and
other judgments are applied to quantify the financial
results and assets related to our non-U.S. activities,
including our application of funds transfer pricing, our
asset-and-liability management policies and our
allocation of certain indirect corporate expenses.
During 2015, management updated its processes for
quantifying the financial results related to our non-
U.S. activities. Results for the years ended December
31, 2014 and 2013 have not been revised to reflect
the change due to a lack of comparable underlying
data.
Non-U.S. revenue for the years ended
December 31, 2015, 2014 and 2013 included $938
million, $1.02 billion and $903 million, respectively, in
the U.K., primarily from our London operations.
The following table presents our U.S. and non-U.S. financial results for the years ended December 31:
(In millions)
Total revenue
Non-U.S.
2015
U.S.
Total
Non-U.S.
2014
U.S.
Total
Non-U.S.
2013
U.S.
Total
$
4,428
$
5,932
$ 10,360
$
4,644
$
5,630
$ 10,274
$
4,299
$
5,565
$
9,864
Income before income taxes
1,193
1,105
2,298
1,343
1,094
2,437
1,169
1,497
2,666
Non-U.S. assets were $78.1 billion and $60.0 billion as of December 31, 2015 and 2014, respectively.
Note 26. Parent Company Financial Statements
The following tables present the financial statements of the parent company without consolidation of its
banking and non-banking subsidiaries, as of and for the years indicated:
STATEMENT OF INCOME - PARENT COMPANY
Years Ended December 31,
(In millions)
2015
2014
2013
Cash dividends from consolidated banking subsidiary
$
585
$
1,470
$
1,694
Cash dividends from consolidated non-banking subsidiaries and
unconsolidated entities
Other, net
Total revenue
Interest expense
Other expenses
Total expenses
Income tax benefit
Income (loss) before equity in undistributed income of consolidated
subsidiaries and unconsolidated entities
Equity in undistributed income of consolidated subsidiaries and
unconsolidated entities:
Consolidated banking subsidiary
Consolidated non-banking subsidiaries and unconsolidated entities
Net income
171
73
829
209
310
519
(186)
496
138
63
1,671
193
55
248
(83)
250
35
1,979
169
88
257
(84)
1,506
1,806
1,384
100
360
156
151
93
$
1,980
$
2,022
$
2,050
191
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
STATEMENT OF CONDITION - PARENT COMPANY
As of December 31,
(In millions)
Assets:
2015
2014
Interest-bearing deposits with consolidated banking subsidiary
$
5,735
$
6,030
279
35
19,978
2,739
288
1,526
331
447
2,485
514
7,326
10,325
21,328
31,653
32,141
$
31,653
Trading account assets
Investment securities available for sale
Investments in subsidiaries:
Consolidated banking subsidiary
Consolidated non-banking subsidiaries
Unconsolidated entities
Notes and other receivables from:
Consolidated banking subsidiary
Consolidated non-banking subsidiaries and unconsolidated entities
Other assets
Total assets
Liabilities:
Commercial paper
Accrued expenses and other liabilities
Long-term debt
Total liabilities
Shareholders’ equity
$
$
308
35
20,584
2,816
315
1,558
275
515
— $
643
10,363
11,006
21,135
Total liabilities and shareholders’ equity
$
32,141
$
192
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
STATEMENT OF CASH FLOWS - PARENT COMPANY
Years Ended December 31,
(In millions)
2015
2014
2013
Net cash provided by operating activities
$
926
$
1,767
$
2,296
Investing Activities:
Net decrease (increase) in interest-bearing deposits with consolidated
banking subsidiary
Investments in consolidated banking and non-banking subsidiaries
Sale or repayment of investment in consolidated banking and non-banking
subsidiaries
Net cash provided by (used in) investing activities
Financing Activities:
Net increase (decrease) in commercial paper
Proceeds from issuance of long-term debt, net of issuance costs
Payments for long-term debt
Proceeds from issuance of preferred stock, net of issuance costs
Proceeds from exercises of common stock options
Purchases of common stock
Repurchases of common stock for employee tax withholding
Payments for cash dividends
Net cash used in financing activities
Net change
Cash and due from banks at beginning of year
Cash and due from banks at end of year
295
(7,959)
7,891
227
(2,485)
2,983
—
742
4
(1,520)
(222)
(655)
(1,153)
—
—
(1,610)
(1,142)
1,011
(1,741)
667
994
(750)
1,470
14
(1,650)
(232)
(539)
(26)
—
—
$
— $
— $
(620)
(1,100)
32
(1,688)
(499)
2,485
—
—
121
(2,040)
(189)
(486)
(608)
—
—
—
193
STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES
Distribution of Average Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential
(Unaudited)
The following table presents consolidated average statements of condition and net interest revenue for the
years indicated.
Years Ended December 31,
2015
2014
2013
(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 $
52,135
$
136
.26% $
45,158
$
115
.25% $
15,858
$
72
62
1
735
399
935
276
35
10
2,661
44
7
46
97
1
—
6
250
46
400
Interest-bearing deposits with non-U.S.
banks
Securities purchased under resale
agreements
Trading account assets
Investment securities:
U.S. Treasury and federal agencies(1)
State and political subdivisions(1)
Other investments
Loans
Lease financing(1)
Other interest-earning assets
Total interest-earning assets(1)
Cash and due from banks
Other assets
Total assets
Liabilities and shareholders’ equity:
Interest-bearing deposits:
Time
Savings
Non-U.S.
Total interest-bearing deposits
Securities sold under repurchase
agreements
Federal funds purchased
Other short-term borrowings
Long-term debt
Other interest-bearing liabilities
17,618
3,233
1,194
40,056
10,481
55,074
17,007
941
22,717
220,456
2,460
27,548
$ 250,464
$
20,758
$
10,061
102,491
133,310
8,875
21
3,826
10,333
6,471
Total interest-bearing liabilities
162,836
Noninterest-bearing deposits:
Special time
Demand
Non-U.S.(2)
Other liabilities(3)
Shareholders’ equity(3)
34,774
16,746
155
14,626
21,327
.41
10,195
1.92
.08
1.84
3.81
1.70
1.62
3.74
.04
1.21
4,077
959
32,481
10,619
73,709
14,838
1,074
15,944
81
38
1
672
404
1,241
231
35
7
.80
.94
.13
2.07
3.81
1.68
1.56
3.26
.05
1.36
40
85
45
—
707
391
1,331
215
38
4
13,088
5,766
748
33,003
8,637
76,056
12,660
1,121
11,164
209,054
2,825
4,139
24,935
$ 238,128
178,101
2,856
3,747
25,182
$ 207,030
15
6
78
99
—
—
5
245
43
392
.21% $
7,254
$
.07
.05
.07
.01
—
.15
2.42
.71
.25
14,042
109,003
130,299
8,817
20
4,177
9,309
7,351
159,973
5,862
37,900
279
12,935
21,179
6
4
83
93
1
—
59
232
26
411
.20% $
2,504
$
.04
.07
.08
—
—
.12
2.63
.59
.25
6,358
100,391
109,253
8,436
298
3,785
8,415
6,457
136,644
769
34,725
800
13,683
20,409
Total liabilities and shareholders’ equity(3)
$ 250,464
$ 238,128
$ 207,030
Net interest revenue
$
2,261
$
2,433
$
2,445
Excess of rate earned over rate paid
Net interest margin(4)
.96%
1.03
1.11%
1.16
.25%
.65
.77
—
2.14
4.53
1.75
1.70
3.43
.04
1.60
.23%
.07
.08
.14
.01
—
1.57
2.75
.40
.30
1.30%
1.37
(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 $173 million, $173 million and $142 million for the years ended December 31,
2015, 2014 and 2013, respectively, and were substantially related to tax-exempt securities (state and political subdivisions).
(2) Non-U.S. noninterest-bearing deposits were $95 million, $180 million and $714 million as of December 31, 2015, 2014 and 2013, respectively.
(3) Amounts for 2013 and 2014 reflect adjustments related to certain expenses billed to our asset servicing clients as more fully described in Note 1 to the
consolidated financial statements.
(4) Net interest margin is calculated by dividing fully taxable-equivalent net interest revenue by average total interest-earning assets.
194
The following table summarizes changes in fully taxable-equivalent interest revenue and interest expense due
to changes in volume of interest-earning assets and interest-bearing liabilities, and due to changes in interest rates.
Changes attributed to both volumes and rates have been allocated based on the proportion of change in each
category.
Years Ended December 31,
(In millions; fully
taxable-equivalent basis)
Interest revenue related to:
2015 Compared to 2014
2014 Compared to 2013
Change in
Volume
Change in
Rate
Net (Decrease)
Increase
Change in
Volume
Change in
Rate
Net (Decrease)
Increase
Interest-bearing deposits with U.S. banks $
17
$
4
$
21
$
73
$
2
$
Interest-bearing deposits with non-
U.S. banks
Securities purchased under resale
agreements
Trading account assets
Investment securities:
U.S. Treasury and federal agencies
State and political subdivisions
Other investments
Loans
Lease financing
Other interest-earning assets
Total interest-earning assets
Interest expense related to:
Deposits:
Time
Savings
Non-U.S.
Securities sold under repurchase
agreements
Federal funds purchased
Other short-term borrowings
Long-term debt
Other interest-bearing liabilities
Total interest-bearing liabilities
59
(8)
—
157
(5)
(313)
34
(4)
3
(60)
27
(2)
(5)
—
—
—
27
(5)
42
(68)
32
—
(94)
—
7
11
4
—
(9)
24
—
63
(5)
(306)
45
—
3
(104)
(164)
2
3
(27)
1
—
1
(22)
8
(34)
29
1
(32)
1
—
1
5
3
8
Net interest revenue
$
(102) $
(70) $
(172) $
(19)
(13)
—
(11)
90
(41)
37
(2)
2
116
11
5
7
—
—
6
25
4
58
58
15
6
1
(24)
(77)
(49)
(21)
(1)
1
(147)
(2)
(3)
(12)
(1)
—
(60)
(12)
13
(77)
$
(70) $
75
(4)
(7)
1
(35)
13
(90)
16
(3)
3
(31)
9
2
(5)
(1)
—
(54)
13
17
(19)
(12)
195
Quarterly Summarized Financial Information (Unaudited)
(Dollars and shares in millions,
except per share amounts)
Total fee revenue(1)
Interest revenue
Interest expense
Net interest revenue
Gains (losses) related to investment securities,
net
Total revenue(1)
Provision for loan losses
Total expenses
Income before income tax expense(1)
Income tax expense(1)
Net income (loss) from minority interest
Net income(1)
Net income available to common shareholders(1)
Earnings per common share(1)(2):
Basic
Diluted
Average common shares outstanding:
Basic
Diluted
Dividends per common share
Common stock price:
High
Low
Closing
2015 Quarters
2014 Quarters
Fourth
Third
Second
First
Fourth
Third
Second
First
$
2,044
$ 2,103
$ 2,076
$ 2,055
$ 2,051
$ 2,006
$ 2,034
$ 1,919
603
109
494
—
614
101
513
629
94
535
642
96
546
(2)
(3)
(1)
676
102
574
—
671
101
570
—
650
89
561
(2)
655
100
555
6
2,538
2,614
2,608
2,600
2,625
2,576
2,593
2,480
2
2
2
1,892
1,850
2,028
1
1,857
680
103
(1)
576
547
1.36
1.34
402
407
.34
$
$
$
$
5
1,962
647
2
2,134
472
4
2,097
499
67
1
581
539
1.33
1.31
407
412
.34
$
$
$
$
54
—
418
389
.95
.93
411
417
.34
$
$
$
$
94
—
405
373
.90
.89
412
419
.30
4
2,057
564
76
—
488
469
$
$
682
126
—
556
538
$
$
$ 1.13
$ 1.28
1.11
1.25
417
424
.30
$
422
430
.30
$
741
122
—
619
599
1.40
1.38
428
435
.30
450
91
—
$ 359
$ 352
$
$
.82
.80
431
439
.26
$
$
$
$
75.40
$ 81.26
$ 81.20
$ 79.31
$ 80.92
$ 76.78
$ 70.20
$ 76.24
63.97
66.36
65.76
67.21
72.56
77.00
70.50
73.53
64.21
78.50
66.42
73.61
62.67
67.26
64.21
69.55
$
$
$
$
$
(1) Amounts for all quarters of 2014 and the first three quarters of 2015 reflect adjustments related to certain expenses billed to our asset servicing clients as more
fully described in Note 1 to the consolidated financial statements. See "Reconciliation of Previously Reported and Revised FInancial Information" on the following
pages.
(2) Basic and diluted earnings per common share for full-year 2015 and 2014 do not equal the sum of the four quarters for the year.
196
RECONCILIATION OF PREVIOUSLY REPORTED AND REVISED FINANCIAL INFORMATION
The following reconciliations for Q1 through Q3 of 2015 and all quarters for 2014 reflect adjustments related to certain expenses billed to certain of our asset
servicing clients as more fully described in Note 1 to the consolidated financial statements.
(Dollars in millions, except per
share amounts or where
otherwise noted)
Consolidated Results of
Operations
Fee revenue:
Servicing fees
Total fee revenue
Total revenue
Income before income tax
expense
Income tax expense
Net income
Net income available to
common shareholders
Consolidated Statement of
Condition
Liabilities:
Accrued expenses and other
liabilities
Total liabilities
Shareholders' Equity:
Retained earnings
Total shareholders' equity
Non-controlling interest-equity
Total equity
1Q15
2Q15
3Q15
Reported
Adjustment
Revised
Reported
Adjustment
Revised
Reported
Adjustment
Revised
$
1,273
$
(5) $
1,268
$
1,325
$
(6)
$
1,319
$
1,294
$
(5) $
1,289
2,060
2,605
504
95
409
377
23,610
258,657
15,135
20,819
—
20,819
(5)
(5)
(5)
(1)
(4)
(4)
2,055
2,600
499
94
405
373
2,082
2,614
478
56
422
393
149
149
(149)
(149)
—
23,759
17,646
258,806
273,071
14,986
20,670
—
15,390
21,500
—
(6)
(6)
(6)
(2)
(4)
(4)
153
153
(153)
(153)
—
2,076
2,608
472
54
418
389
2,108
2,619
652
68
585
543
(5)
(5)
(5)
(1)
(4)
(4)
2,103
2,614
647
67
581
539
17,799
15,804
273,224
225,742
157
157
15,961
225,899
15,237
21,347
—
15,795
21,500
32
(157)
(157)
—
15,638
21,343
32
(149)
20,670
21,500
(153)
21,347
21,532
(157)
21,375
Total liabilities and equity
$ 279,476
$
— $ 279,476
$ 294,571
$
— $ 294,571
$ 247,274
$
— $ 247,274
Ratios:
Diluted earnings per common
share
Return on average common
equity
Pre-tax operating margin
After-tax margin
Common equity tier 1 risk-
based capital1
Tier 1 risk-based capital1
Total risk-based capital1
Tier 1 leverage1
Tangible common equity
Internal capital generation rate
Common dividend payout ratio
32.8
$
0.90
$
(0.01) $
0.89
$
0.94
$
(0.01)
$
0.93
$
1.32
$
(0.01) $
1.31
7.9%
—%
7.9%
8.3%
(0.1)%
8.2%
11.3%
—%
11.3%
19.3
15.7
12.2
14.2
16.3
5.8
6.0
5.3
(0.1)
(0.1)
(0.2)
(0.2)
(0.2)
—
—
—
0.3
19.2
15.6
12.0
14.0
16.1
5.8
6.0
5.3
18.3
16.2
12.2
14.9
16.9
6.0
6.6
5.3
33.1
35.3
(0.2)
(0.2)
(0.2)
(0.2)
(0.1)
—
(0.1)
—
0.3
18.1
16.0
12.0
14.7
16.8
6.0
6.5
5.3
24.9
22.3
12.1
14.9
16.9
6.3
6.6
8.5
35.6
25.3
(0.1)
(0.1)
(0.1)
(0.2)
(0.1)
—
—
(0.2)
0.2
24.8
22.2
12.0
14.7
16.8
6.3
6.6
8.3
25.5
(1) CET1, tier 1 capital, total capital and tier 1 leverage ratios as of June 30, 2014, September 30, 2014, December 31, 2014, March 31, 2015, June 30, 2015,
September 30, 2015 and December 31, 2015 were calculated in conformity with the advanced approaches provisions of the Basel III final rule.
197
The following reconciliations for Q1 through Q3 of 2015 and all quarters for 2014 reflect adjustments related to certain expenses billed to certain of our asset servicing clients as more fully
described in Note 1 to the consolidated financial statements.
RECONCILIATION OF PREVIOUSLY REPORTED AND REVISED FINANCIAL INFORMATION (Continued)
1Q14
2Q14
3Q14
4Q14
(Dollars in millions,
except per share
amounts or where
otherwise noted)
Consolidated Results
of Operations
Fee revenue:
Servicing fees
Total fee revenue
Total revenue
Income before income
tax expense
Income tax expense
Net income
Net income available to
common shareholders
Consolidated
Statement of Condition
Liabilities:
Accrued expenses and
other liabilities
Reported Adjustment Revised
Reported Adjustment Revised
Reported Adjustment Revised
Reported Adjustment Revised
$ 1,238
$
(5) $ 1,233
$ 1,288
$
(5) $ 1,283
$
1,302
$
(6) $ 1,296
$
1,301
$
(5) $ 1,296
1,924
2,485
455
92
363
356
(5)
(5)
(5)
(1)
(4)
(4)
1,919
2,480
450
91
359
352
2,039
2,598
746
124
622
602
(5)
(5)
(5)
(2)
(3)
(3)
2,034
2,593
741
122
619
599
2,012
2,582
688
128
560
542
(6)
(6)
(6)
(2)
(4)
(4)
2,006
2,576
682
126
556
538
2,056
2,630
569
77
492
473
(5)
(5)
(5)
(1)
(4)
(4)
2,051
2,625
564
76
488
469
18,457
134
18,591
19,249
138
19,387
22,956
141
23,097
20,237
145
20,382
Total liabilities
235,390
134
235,524
260,624
138
260,762
253,649
141
253,790
252,646
145
252,791
Shareholders' Equity:
Retained earnings
13,639
(134)
13,505
14,114
(138)
13,976
14,531
(141)
14,390
14,882
(145)
14,737
Total shareholders'
equity
Total equity
21,273
21,273
(134)
(134)
21,139
21,139
21,700
21,700
(138)
(138)
21,562
21,562
21,156
21,156
(141)
(141)
21,015
21,015
21,473
21,473
(145)
(145)
21,328
21,328
Total liabilities and equity
$256,663
$
— $256,663
$282,324
$
— $282,324
$ 274,805
$
— $274,805
$ 274,119
$
— $274,119
Ratios:
Diluted earnings per
common share
Return on average
common equity
Pre-tax operating margin
After-tax margin
Common equity tier 1
risk-based capital1
Tier 1 risk-based capital1
Total risk-based capital1
Tier 1 leverage1
Tangible common equity
Internal capital
generation rate
Common dividend
payout ratio
$
0.81
$
(0.01) $
0.80
$
1.38
$
— $
1.38
$
1.26
$
(0.01) $
1.25
$
1.12
$
(0.01) $
1.11
7.2%
—%
7.2%
11.9%
—%
11.9%
10.6%
—%
10.6%
9.4%
—%
9.4%
18.3
14.6
NA
NA
NA
NA
N/A
5.0
(0.2)
(0.1)
NA
NA
NA
NA
N/A
(0.1)
18.1
14.5
NA
NA
NA
NA
N/A
4.9
28.7
23.9
12.8
14.1
16.1
6.9
7.0
9.4
31.5
0.3
31.8
21.2
(0.1)
—
(0.2)
(0.1)
(0.1)
(0.1)
(0.1)
—
0.1
28.6
23.9
12.6
14.0
16.0
6.8
6.9
9.4
26.6
21.7
12.8
14.2
16.2
6.4
6.6
8.2
(0.1)
(0.1)
(0.2)
(0.2)
(0.1)
(0.1)
(0.1)
(0.1)
26.5
21.6
12.6
14.0
16.1
6.3
6.5
8.1
21.6
18.7
12.5
14.6
16.6
6.4
6.8
6.9
21.3
23.3
0.1
23.4
26.3
(0.1)
(0.1)
(0.1)
(0.1)
(0.2)
(0.1)
(0.1)
—
0.2
21.5
18.6
12.4
14.5
16.4
6.3
6.7
6.9
26.5
(1) CET1, tier 1 capital, total capital and tier 1 leverage ratios as of June 30, 2014, September 30, 2014, December 31, 2014, March 31, 2015, June 30, 2015, September 30, 2015 and December 31, 2015 were
calculated in conformity with the advanced approaches provisions of the Basel III final rule.
198
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES; CHANGES IN INTERNAL CONTROL OVER FINANCIAL
REPORTING
State Street has established and maintains disclosure controls and procedures that are designed to ensure
that material information related to State Street and its subsidiaries on a consolidated basis required to be disclosed
in its reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and
reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated
and communicated to State Street's management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. For the quarter ended December 31, 2015,
State Street's management carried out an evaluation, with the participation of the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of State Street's disclosure controls and
procedures. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and
Chief Financial Officer concluded that State Street's disclosure controls and procedures were effective as of
December 31, 2015.
State Street has also established and maintains internal control over financial reporting as a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated
financial statements for external purposes in conformity with GAAP. In the ordinary course of business, State Street
routinely enhances its internal controls and procedures for financial reporting by either upgrading its current
systems or implementing new systems. Changes have been made and may be made to State Street's internal
controls and procedures for financial reporting as a result of these efforts. During the quarter ended December 31,
2015, no change occurred in State Street's internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, State Street's internal control over financial reporting.
199
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management’s Report on Internal Control Over Financial Reporting
The management of State Street is responsible for the preparation and fair presentation of the financial
statements and other financial information contained in this Form 10-K. Management is also responsible for
establishing and maintaining adequate internal control over financial reporting. Management has designed
business processes and internal controls and has also established and is responsible for maintaining a business
culture that fosters financial integrity and accurate reporting. To these ends, management maintains a
comprehensive system of internal controls intended to provide reasonable assurances regarding the reliability of
financial reporting and the preparation of the consolidated financial statements of State Street in conformity with
GAAP. State Street's accounting policies and internal control over financial reporting, established and maintained
by management, are under the general oversight of State Street's Board of Directors, including the Board's
Examining and Audit Committee.
Management has made a comprehensive review, evaluation and assessment of State Street's internal control
over financial reporting as of December 31, 2015. The standard measures adopted by management in making its
evaluation are the measures in the Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”).
Based on its review and evaluation, management concluded that State Street's internal control over financial
reporting was effective as of December 31, 2015, and that State Street's internal control over financial reporting as
of that date had no material weaknesses.
Ernst & Young LLP, an independent registered public accounting firm, which has audited and reported on the
consolidated financial statements contained in this Form 10-K, has issued its written attestation report on its
assessment of State Street's internal control over financial reporting, which follows this report.
200
Report of Independent Registered Public Accounting Firm
The Shareholders and Board of Directors of
State Street Corporation
We have audited State Street Corporation’s (the “Corporation”) internal control over financial reporting as of
December 31, 2015, based on criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”).
State Street Corporation management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting included in the
accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express
an opinion on the Corporation’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, State Street Corporation maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2015, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated statement of condition of State Street Corporation as of December 31, 2015 and
2014, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity
and cash flows for each of the three years in the period ended December 31, 2015 and our report dated
February 19, 2016 expressed an unqualified opinion thereon.
Boston, Massachusetts
February 19, 2016
/s/ Ernst & Young LLP
201
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
Information concerning our directors will appear
in our Proxy Statement for the 2016 Annual Meeting
of Shareholders, to be filed pursuant to
Regulation 14A on or before April 29, 2016, referred
to as the 2016 Proxy Statement, under the caption
“Election of Directors.” Information concerning
compliance with Section 16(a) of the Exchange Act
will appear in our 2016 Proxy Statement under the
caption “Section 16(a) Beneficial Ownership
Reporting Compliance.” Information concerning our
Code of Ethics for Senior Financial Officers and our
Examining and Audit Committee will appear in our
2016 Proxy Statement under the caption “Corporate
Governance at State Street.” Such information is
incorporated herein by reference.
Information about our executive officers is
included under Part I.
ITEM 11. EXECUTIVE COMPENSATION
Information in response to this item will appear
in our 2016 Proxy Statement under the caption
“Executive Compensation.” Such information is
incorporated herein by reference.
202
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information concerning security ownership of
certain beneficial owners and management will
appear in our 2016 Proxy Statement under the
caption “Security Ownership of Certain Beneficial
Owners and Management.” Such information is
incorporated herein by reference.
RELATED STOCKHOLDER MATTERS
The following table presents the number of
outstanding common stock awards, options, warrants
and rights granted by State Street to participants in
our equity compensation plans, as well as the number
of securities available for future issuance under these
plans, as of December 31, 2015. The table provides
this information separately for equity compensation
plans that have and have not been approved by
shareholders. Shares presented in the table and in
the footnotes following the table are stated in
thousands of shares.
(Shares in thousands)
Plan category:
Equity compensation plans approved by shareholders
Equity compensation plans not approved by
shareholders
Total
(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))
11,107
(2)
$
24 (3)
11,131
76.29
20,768
—
20,768
(1) Excludes deferred stock awards and performance awards for which there is no exercise price.
(2) Consists of 8,736 shares subject to deferred stock awards, zero shares subject to stock options, 1,206 stock appreciation rights and 1,165 shares subject to
performance awards (assuming payout at 100% for all awards regarding which performance is uncertain).
(3) Consists of shares subject to deferred stock awards.
Individual directors who are not our employees
have received stock awards and cash retainers, both
of which may be deferred. Directors may elect to
receive shares of our common stock in place of cash.
If payment is in the form of common stock, the
number of shares is determined by dividing the
approved cash amount by the closing price on the
date of the annual shareholders' meeting or date of
grant, if different. All deferred shares, whether stock
awards or common stock received in place of cash
retainers, are increased to reflect dividends paid on
the common stock and, for certain directors, may
include share amounts in respect of an accrual under
a terminated retirement plan. Directors may elect to
defer 50% or 100% of cash or stock awards until a
date that they specify, usually after termination of
service on the Board. The deferral may also be paid
in either a lump sum or in installments over a two- to
ten-year period. Stock awards totaling 216,948
shares of common stock were outstanding as of
December 31, 2015; awards made through June 30,
2003, totaling 23,606 shares outstanding as of
December 31, 2015, have not been approved by
shareholders. There are no other equity
compensation plans under which our equity securities
are authorized for issuance that have been adopted
without shareholder approval. Awards of stock made
or retainer shares paid to individual directors after
June 30, 2003 have been or will be made under our
1997 or 2006 Equity Incentive Plan, both of which
were approved by shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Information concerning certain relationships and
related transactions and director independence will
appear in our 2016 Proxy Statement under the
caption “Corporate Governance at State Street.”
Such information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES
Information concerning principal accounting fees
and services and the Examining and Audit
Committee's pre-approval policies and procedures
will appear in our 2016 Proxy Statement under the
caption “Examining and Audit Committee Matters.”
Such information is incorporated herein by reference.
203
PART IV. OTHER INFORMATION
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(A)(1) FINANCIAL STATEMENTS
The following consolidated financial statements of State Street are included in Item 8 hereof:
Report of Independent Registered Public Accounting Firm
Consolidated Statement of Income - Years ended December 31, 2015, 2014 and 2013
Consolidated Statement of Comprehensive Income - Years ended December 31, 2015, 2014 and 2013
Consolidated Statement of Condition - As of December 31, 2015 and 2014
Consolidated Statement of Changes in Shareholders' Equity - Years ended December 31, 2015, 2014 and
2013
Consolidated Statement of Cash Flows - Years ended December 31, 2015, 2014 and 2013
Notes to Consolidated Financial Statements
(A)(2) FINANCIAL STATEMENT SCHEDULES
Certain schedules to the consolidated financial statements have been omitted if they were not required by
Article 9 of Regulation S-X or if, under the related instructions, they were inapplicable, or the information was
contained elsewhere herein.
(A)(3) EXHIBITS
The exhibits listed in the Exhibit Index following the signature page of this Form 10-K are filed herewith or
are incorporated herein by reference to other SEC filings.
204
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, on February 19, 2016, hereunto duly
authorized.
SIGNATURES
STATE STREET CORPORATION
By /s/ MICHAEL W. BELL
MICHAEL W. BELL,
Executive Vice President and
Chief Financial Officer
By /s/ SEAN P. NEWTH
SEAN P. NEWTH
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on
February 19, 2016 by the following persons on behalf of the registrant and in the capacities indicated.
Senior Vice President, Chief Accounting Officer and
Controller
OFFICERS:
/s/ JOSEPH L. HOOLEY
JOSEPH L. HOOLEY,
Chairman and Chief Executive Officer;
Director
/s/ MICHAEL W. BELL
MICHAEL W. BELL,
Executive Vice President and
Chief Financial Officer
/s/ SEAN P. NEWTH
SEAN P. NEWTH
Senior Vice President, Chief Accounting Officer and
Controller
DIRECTORS:
/s/ JOSEPH L. HOOLEY
JOSEPH L. HOOLEY
/s/ KENNETT F. BURNES
KENNETT F. BURNES
/s/ PATRICK de SAINT-AIGNAN
PATRICK de SAINT-AIGNAN
/s/ Lynn A. Dugle
LYNN A. DUGLE
/s/ AMELIA C. FAWCETT
AMELIA C. FAWCETT
/s/ WILLIAM C. FREDA
WILLIAM C. FREDA
/s/ LINDA A. HILL
LINDA A. HILL
/s/ RICHARD P. SERGEL
RICHARD P. SERGEL
/s/ RONALD L. SKATES
RONALD L. SKATES
/s/ GREGORY L. SUMME
GREGORY L. SUMME
/s/ THOMAS J. WILSON
THOMAS J. WILSON
205
* 3.1
* 3.2
* 4.1
* 4.2
* 4.3
* 4.4
* 4.5
* 10.1†
* 10.2†
* 10.3†
* 10.4†
EXHIBIT INDEX
Restated Articles of Organization, as amended (filed as Exhibit 3.1 to State Street's Quarterly
Report on Form 10-Q (File No. 001-07511) for the quarter ended June 30, 2015 and filed with the
SEC on August 7, 2015 and incorporated herein by reference)
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)
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)
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)
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)
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)
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)
(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.)
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)
State Street's Executive Supplemental Retirement Plan (formerly “State Street Supplemental
Defined Benefit Pension Plan for Executive Officers”) Amended and Restated, as amended
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)
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)
206
* 10.5†
* 10.6†
* 10.7†
* 10.8†
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)
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)
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)
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
* 10.10†
* 10.11†
* 10.12†
State Street’s Management Supplemental Savings Plan, Amended and Restated, as amended
(filed as Exhibit 10.1 to State Street's Quarterly Report on Form 10-Q (File No. 001-07511) for the
quarter ended September 30, 2014 filed with the SEC on November 10, 2014 and incorporated
herein by reference)
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)
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
[Reserved]
* 10.15
[Reserved]
* 10.16†
* 10.17A†
* 10.17B†
* 10.17C†
* 10.17D†
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)
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)
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)
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)
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)
207
* 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)
* 12
* 21
* 23
31.1
31.2
32
Statement of Ratios of Earnings to Fixed Charges
Subsidiaries of State Street Corporation
Consent of Independent Registered Public Accounting Firm
Rule 13a-14(a)/15d-14(a) Certification of Chairman, President and Chief Executive Officer
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
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
** Exhibit filed with SEC, but not printed herein
* Submitted electronically herewith
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting
Language): (i) consolidated statement of income for the years ended December 31, 2015, 2014 and 2013, (ii)
consolidated statement of comprehensive income for the years ended December 31, 2015, 2014 and 2013,
(iii) consolidated statement of condition as of December 31, 2015 and December 31, 2014, (iv) consolidated
statement of changes in shareholders' equity for the years ended December 31, 2015, 2014 and 2013,
(v) consolidated statement of cash flows for the years ended December 31, 2015, 2014 and 2013, and (vi) notes to
consolidated financial statements.
208
EXHIBIT 31.1
I, Joseph L. Hooley, certify that:
1.
I have reviewed this Annual Report on Form 10-K of State Street Corporation;
RULE 13a-14(a)/15d-14(a) CERTIFICATION
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:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: February 19, 2016
By:
/s/ JOSEPH L. HOOLEY
Joseph L. Hooley,
Chairman and Chief Executive Officer
EXHIBIT 31.2
I, Michael W. Bell, certify that:
1.
I have reviewed this Annual Report on Form 10-K of State Street Corporation;
RULE 13a-14(a)/15d-14(a) CERTIFICATION
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:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: February 19, 2016
By:
/s/ MICHAEL W. BELL
Michael W. Bell,
Executive Vice President and
Chief Financial Officer
SECTION 1350 CERTIFICATIONS
EXHIBIT 32
To my knowledge, this Annual Report on Form 10-K for the period ended December 31, 2015 fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information
contained in this Report fairly presents, in all material respects, the financial condition and results of operations of
State Street Corporation.
Date: February 19, 2016
By:
Date: February 19, 2016
By:
/s/ JOSEPH L. HOOLEY
Joseph L. Hooley,
Chairman and Chief Executive Officer
/s/ MICHAEL W. BELL
Michael W. Bell,
Executive Vice President and
Chief Financial Officer
RECONCILIATION OF OPERATING-BASIS (NON-GAAP) FINANCIAL RESULTS
In addition to presenting State Street’s financial results in conformity with U.S. generally accepted accounting principles,
referred to as GAAP, management also presents results on a non-GAAP, or "operating" basis, as it believes that this
presentation supports meaningful comparisons from period to period and the analysis of comparable financial trends with
respect to State Street’s normal ongoing business operations.
Management believes that operating-basis financial information, which reports revenue from non-taxable sources, such
as interest revenue from tax-exempt investment securities and processing fees and other revenue associated with tax-
advantaged investments, on a fully taxable-equivalent basis and excludes the impact of revenue and expenses outside of
State Street's normal course of business, facilitates an investor's understanding and analysis of State Street's underlying
financial performance and trends in addition to financial information prepared and reported in conformity with GAAP. Non-
GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures
determined in conformity with GAAP.
The following table reconciles financial information prepared on a non-GAAP, or operating basis, which is presented in
the foregoing letter to shareholders, to financial information prepared in conformity with GAAP, which is reported in the
accompanying 2015 Annual Report on Form 10-K.
(Dollars in millions, except per share amounts)
Total Revenue:
Total revenue, GAAP basis(1)
Tax-equivalent adjustment associated with tax-advantaged
investments
Tax-equivalent adjustment associated with tax-exempt investment
securities
Gain on sale of CRE and paydown of CRE loan
Discount accretion related to former conduit securities
Total revenue, operating basis(1)
Fee Revenue:
Total fee revenue, GAAP basis(1)
Tax-equivalent adjustment associated with tax-advantaged
Gain on sale of CRE and paydown of CRE loan
Total fee revenue, operating basis(1)
Total Expenses:
Total expenses, GAAP basis
Severance costs associated with staffing realignment
Provisions for legal contingencies
Expense billing matter
Acquisition costs
Restructuring charges, net
Total expenses, operating basis
Diluted Earnings per Common Share:
Diluted earnings per common share, GAAP basis(1)
Severance costs
Provisions for legal contingencies
Expense billing matter
Acquisition costs
Restructuring charges, net
Discount accretion associated with former conduit securities
Gain on sale of CRE and paydown of CRE loan
Italian deferred tax liability
One-time Italian tax on banks and insurance companies
Years Ended
December 31,
2015
December 31,
2014
% Change
2015
vs.
2014
$
10,360
$
10,274
0.8%
359
173
(165)
(98)
288
173
—
(119)
10,629
$
10,616
8,278
$
359
(165)
8,472
$
8,050
$
(73)
(415)
(17)
(20)
(5)
8,010
288
—
8,298
7,827
(84)
(187)
—
(58)
(75)
0.1
3.3
2.1
2.8
7,520
$
7,423
1.3
4.47
$
4.53
(1.3)
$
$
$
$
$
$
.11
.76
.03
.03
.01
(.14)
(.24)
(.14)
—
.13
.34
—
.09
.11
(.17)
—
—
.02
5.05
(3.2)
Diluted earnings per common share, operating basis(1)
$
4.89
$
RECONCILIATION OF OPERATING-BASIS (NON-GAAP) FINANCIAL RESULTS (Continued)
Return on Average Common Equity:
Return on average common equity, GAAP basis(1)
Severance costs
Provisions for legal contingencies
Expense billing matter
Acquisition costs
Restructuring charges, net
Discount accretion associated with former conduit securities
Gain on sale of CRE and paydown of CRE loan
Italian deferred tax liability
One-time Italian tax on banks and insurance companies
Years Ended
December 31,
2015
December 31,
2014
Change
2015
vs.
2014
9.8%
9.8%
- bps
.2
1.6
.1
.1
—
(.3)
(.5)
(.3)
—
.3
.7
—
.2
.2
(.4)
—
—
.1
Return on average common equity, operating basis(1)
10.7%
10.9%
(20)
RECONCILIATION OF OPERATING-BASIS (NON-GAAP) FINANCIAL RESULTS (Continued)
(Dollars in millions)
Effect of Foreign Exchange Translation:
Total revenue, operating basis(1)
2014 Reported
2015 Reported
Impact of currency translation
Total revenue, operating basis excluding foreign exchange impact(1)
Total expenses, operating basis
2014 Reported
2015 Reported
Impact of currency translation
Total expenses, operating basis excluding foreign exchange impact
Year Ended % Change
December 31,
2015
2015
vs.
2014
$
$
$
$
10,616
10,629
316
10,945
7,423
7,520
251
7,771
3.1%
4.7
(1) Amounts for 2014 reflect adjustments related to certain expenses billed to our asset servicing clients as more fully described in Note 1 to
the consolidated financial statements included under Item 8 of the 2015 Form 10-K.
BOARD OF DIRECTORS
February 19, 2016
Joseph L. Hooley
Chairman and Chief Executive Officer,
State Street Corporation
Linda A. Hill
Wallace Brett Donham Professor of Business
Administration, Harvard Business School
Kennett F. Burnes
Retired Chairman, President and Chief Executive
Officer, Cabot Corporation, manufacturer of specialty
chemicals and performance materials
Richard P. Sergel
Retired President and Chief Executive Officer,
North American Electric Reliability Corporation,
electric reliability organization
Patrick de Saint-Aignan
Retired Managing Director and Advisory Director for
Morgan Stanley, global financial services
Ronald L. Skates
Former Chief Executive Officer and President,
Data General Corp., manufacturer of multi-user
computer systems; private investor
Lynn A. Dugle
Chief Executive Officer and Director, Engility Holdings,
Inc., technology consulting company
Gregory L. Summe
Managing Partner and Founder, Glen Capital Partners,
LLC, an investment fund
Amelia C. Fawcett
Deputy Chairman, Investment AB Kinnevik, a long-term
oriented investment company based in Sweden
Thomas J. Wilson
Chairman and Chief Executive Officer,
Allstate Corporation, property and casualty insurance
William C. Freda
Retired Senior Partner and Vice Chairman, Deloitte LLP,
a global consulting firm
EXECUTIVE LEADERSHIP
February 19, 2016
Joseph L. Hooley(1)(2)
Chairman and Chief Executive Officer
Andrew James Erickson
Executive Vice President
Joerg Ambrosius
Executive Vice President
Daniel P. Farley
Executive Vice President
Tracy Atkinson
Executive Vice President and Treasurer
Scott R. FitzGerald
Executive Vice President
Kristi L. Michem
Executive Vice President
Stephen F. Nazzaro
Executive Vice President
Kimberly Newell
Executive Vice President
Aunoy Banerjee
Executive Vice President
Paul J. Fleming
Elizabeth Nolan
Executive Vice President
Executive Vice President
Michael W. Bell(1)(2)
Executive Vice President and
Chief Financial Officer
Michael Fontaine
Executive Vice President
Ronald P. O'Hanley(1)(2)
President and Chief Executive Officer of State
Street Global Advisors
Stefan M. Gavell
Executive Vice President
Christopher Perretta
Executive Vice President
Todd Gershkowitz
Executive Vice President
James S. Phalen(1)(2)
Vice Chairman
Thomas Bieber
Executive Vice President
Anthony C. Bisegna
Executive Vice President
Lynn S. Blake
Executive Vice President
Martine A. Bond
Executive Vice President
Nicholas J. Bonn
Executive Vice President
Marc P. Brown
Executive Vice President
James C. Caccivio, Jr.
Executive Vice President
Maria Cantillon
Executive Vice President
Anthony M. Carey
Executive Vice President
Jeffrey N. Carp(1)(2)
Executive Vice President,
Chief Legal Officer and Secretary
Patrick D. Centanni
Executive Vice President
Jeff D. Conway(1)(2)
Executive Vice President
David C. Crawford
Executive Vice President
Albert J. Cristoforo
Executive Vice President
Susan Dargan
Executive Vice President
Denise A. DeAmore
Executive Vice President
Jessica Donohue
Executive Vice President
Sharon E. Donovan Hart
Executive Vice President
Maria Dwyer
Executive Vice President
Phillip S. Gillespie
Executive Vice President
Stefan Gmür
Executive Vice President
John H. Griffin
Executive Vice President
Hannah M. Grove
Executive Vice President
David J. Gutschenritter
Executive Vice President
James A. Hardy
Executive Vice President
Kathryn M. Horgan
Executive Vice President
Robert Kaplan
Executive Vice President
Michael Karpik
Executive Vice President
Mark R. Keating
Executive Vice President
Karen C. Keenan
Executive Vice President
David C. Phelan
Executive Vice President, General
Counsel and Assistant Secretary
Alison A. Quirk(1)(2)
Executive Vice President
Michael Richards
Executive Vice President and
General Auditor
Michael F. Rogers(1)(2)
President and Chief Operating Officer
Dennis E. Ross
Executive Vice President
James E. Ross
Executive Vice President
Wai-Kwong Seck(1)(2)
Executive Vice President
Paul J. Selian
Executive Vice President
Antoine Shagoury
Executive Vice President
Rajen Shah
Executive Vice President
William Slattery
Executive Vice President
David Suetens
Executive Vice President
Andrew Kuritzkes(1)(2)
Executive Vice President and
Chief Risk Officer
George E. Sullivan
Executive Vice President
Richard F. Lacaille
Executive Vice President
Kevin F. Sullivan
Executive Vice President
Brenda Lyons
Executive Vice President
Louis D. Maiuri
Executive Vice President
Ian Martin
Executive Vice President
Richard Taggart
Executive Vice President
Rory Tobin
Executive Vice President
Brian J. Walsh
Executive Vice President
Ivan Matviak
Executive Vice President
Ronald B. Woodard
Executive Vice President
Cuan Coulter
Executive Vice President and
Chief Compliance Officer
Gunjan Kedia(1)(2)
Executive Vice President
Ali M. El-Abboud
Executive Vice President
(1) Designated as executive officer for SEC purposes
(2) Member of State Street Management Committee
Steven R. Meier
Executive Vice President
Australia
Sydney
Austria
Vienna
Belgium
La Hulpe
Brunei Darussalam
Jerudong
Canada
Montreal
Toronto
Vancouver
Cayman Islands
George Town, Grand Cayman
Channel Islands
Guernsey
Saint Peter Port
Jersey
Saint Helier
France
Paris
Germany
Frankfurt
Munich
India
Bengaluru
Mumbai
Pune
Ireland
Carrickmines
Drogheda
Dublin
Kilkenny
Naas
Italy
Milan
Turin
Japan
Fukuoka
Tokyo
STATE STREET WORLDWIDE
Liechtenstein
Vaduz
Luxembourg
Luxembourg
Malaysia
Kuala Lumpur
Mauritius
Port Louis
Netherlands
Amsterdam
New Zealand
Wellington
People's Republic of China
Beijing
Hangzhou
Hong Kong
Shanghai
Poland
Krakow
Singapore
Singapore
South Africa
Cape Town
South Korea
Seoul
Switzerland
Altishofen
St. Gallen
Zurich
Taiwan
Taipei City
United Arab Emirates
Dubai
United Kingdom
England
London
Scotland
Edinburgh
United States
California
Alameda
Irvine
Los Angeles
Redwood City
Sacramento
San Francisco
Florida
Jacksonville
Georgia
Atlanta
Illinois
Chicago
Massachusetts
Boston
Cambridge
Grafton
Hadley
Quincy
Westborough
Missouri
Kansas City
Lee’s Summit
New Hampshire
Nashua
New Jersey
Clifton
Princeton
New York
New York
Pennsylvania
Berwyn
Texas
Austin
2015
Annual Report
to Shareholders
State Street Corporation
State Street Financial Center
One Lincoln Street
Boston, MA 02111
www.statestreet.com
©2015 STATE STREET CORPORATION 16-27279-0316