State Street
Annual Report 2018

Plain-text annual report

2018 Annual Report to Shareholders 9 19-33478-0319 Ronald P. O’Hanley President and Chief Executive Officer Our asset servicing business continued to benefit from broad-based new business activity and expanded client relationships. To my fellow shareholders, I am honored to write to you as the new CEO of State Street Corporation and the latest steward of a firm that has sought for more than 225 years to help build better futures for the people and institutions we serve. Our purpose is clear: help asset managers and asset owners achieve better outcomes for their beneficiaries. The world today is much more challenging for global asset managers and asset owners for a number of secular and cyclical reasons, but State Street is in a strong position to help our clients achieve their objectives. I am privileged to lead State Street at a time when our clients need our help more than ever before. I was fortunate to have a full year to transition to my new role, after nearly three years of leading State Street Global Advisors, State Street’s asset management business. This transition period gave me the opportunity to focus on our core asset servicing business. This focus enabled me, along with my senior leadership team, to sharpen our strategy and position State Street for success. As a result, in this letter, in addition to reviewing our performance for 2018,1 I will share our vision for State Street and the strategy to realize that vision. 2018 Financial Results Total revenue grew 7.3%2 from 2017 to 2018, largely due to favorable net interest income and foreign exchange trading results. Our asset servicing business continued to benefit from broad-based new business activity and expanded client relationships, resulting in record new mandates of $1.9 trillion announced during the year. Despite this new client activity, lower equity markets, fee pressure and a previously disclosed client transition constrained asset servicing fee revenue growth. Assets under custody and administration (AUCA) ended 2018 at $31.6 trillion, down 5% compared with the end of 2017. 2016 2017 2018 Assets under custody and/or administration ($T at year-end) $28.77 $33.12 $31.62 Assets under management ($T at year-end) $2.47 $2.78 $2.51 State Street Global Advisors continued to diversify its business mix to focus on higher-revenue capabilities. It expanded its offerings to respond to market demand for a broader range of ETFs, multi-asset solutions, asset allocation strategies, exposure management and outsourced CIO capabilities. With challenged flows and much of its asset base linked to equity market performance, total assets under management (AUM) ended the year at $2.5 trillion, down 10% from the end of 2017. The Management Committee is intensely focused on expenses, and as the challenging revenue environment manifested itself over the course of the year, we managed second-half 2018 underlying expenses flat to those of the first half of the year. 3 We entered 2019 determined to better manage our expenses while continuing to invest prudently in our business and announced a $350 million cost-savings program in January. Earnings per common share (EPS) grew from $5.24 in 2017 to $6.40 in 2018, an increase of 22%. Underlying our EPS growth, total revenue increased by 7% year-on-year while total expenses grew 9%, resulting in a narrowing of our pre-tax margin from 26% to 25%. Return on equity grew from 10.6% to 12.2% over this same period. This return was driven by strong business results, active balance sheet management and lower taxes, offset by lower-than-planned share buybacks as a result of our acquisition of Charles River Development (CRD). We maintained a strong capital position and undertook significant balance sheet repositioning in 2018. These actions should better position us for the Federal Reserve’s annual Comprehensive Capital and Analysis Review (CCAR) process in 2019, and thus support a key priority of returning high levels of capital to our shareholders.4 During 2018, we achieved an important milestone in our digital and technology strategy with the acquisition of Charles River Development. Diluted EPS and return on average common equity (ROACE) Diluted EPS and return on average common equity (ROACE) Revenue and pre-tax margin Revenue and pre-tax margin $4.97 $5.24 $4.97 $5.24 $10,207 $10,207 $6.40 $6.40 $11,170 $11,982 $11,170 $11,982 10.5% 10.5% 10.6% 10.6% 20.8% 20.8% 12.2% 12.2% 26.0% 26.0% 25.0% 25.0% 2016 2016 2017 2017 2018 2018 2016 2016 2017 2017 2018 2018 Diluted EPS Diluted EPS ROACE ROACE Total Revenue ($M) Pre-Tax Margin (%) Total Revenue ($M) Pre-Tax Margin (%) 12.2% State Street is well-positioned to enable investors to streamline their operations and reduce costs while helping them derive more value and insights from their own data. During 2018, we achieved an important milestone in our digital and technology strategy with the acquisition of CRD, a key provider of front-office investment tools and software. Together with our leading data, custody, accounting and middle-office services, State Street is positioned to provide the industry’s first front-middle-back office platform from a single provider. Though our revenues and earnings for the year were up, and substantial strategic progress occurred, we are not satisfied and know we can do better, particularly in driving fee revenue growth and managing expenses. In light of this performance, we reduced 2018 senior management (Management Committee and Executive Vice Presidents) incentive compensation by more than 25% from 2017. Our focus in 2019 includes reigniting servicing fee growth, reducing costs across our organization and realizing the benefits of our advances in digitization and automation more quickly. Collectively, this means being faster and smarter about how we deliver solutions that solve our clients’ greatest challenges, while better achieving and leveraging scale economies. The Path Forward Our asset manager and asset owner clients face existential pressures. They must deal with “lower-for-even-longer” revenue models, as the rise of passive investing compresses fees and investment outperformance becomes harder to Net interest income and net interest margin $2,304 $2,084 1.13% 1.29% $2,671 1.47% 2016 2017 2018 Net Interest Income ($M) Net Interest Margin (%, fully taxable equivalent) achieve. At the same time, their costs have risen substantially because of the need to incorporate more technology and comply with new regulations. Meanwhile, data and analytics are becoming the new frontier in both asset management and asset servicing. Most institutions now recognize that they need to simplify and scale in this new world to compete effectively. Against this more challenging background, State Street is well-positioned to enable clients to streamline their operations and reduce costs while helping them derive more value and insights from their own data. Our institutional clients need our help more than ever in order to generate both the requisite returns for their beneficiaries and sufficient financial performance. With the underpinning of data we control, State Street is now in a position to create the industry’s first interoperable front-to-back asset servicing platform. Innovating and Diversifying for Growth Against this industry backdrop, we have designed a five-pronged strategy. Successfully executing on these strategic priorities will enable us to boost fee growth, diversify our revenue streams with new products and solutions, and generate significant structural cost savings. Let me take each one of these priorities in turn, although all are interconnected and synergistic. 1. Be an essential partner to our clients. We work with the world’s largest and most complex asset managers and asset owners. These institutions are big and getting bigger, and they need our help to solve their growth, performance and efficiency challenges. They want to simplify their operations so they can reduce costs and focus on generating investment outperformance. They also need us to bring our operational scale to them as they grow, expand and innovate. Since the announcement of our acquisition of the CRD data and analytics platform, we have had a high degree of interest from both State Street clients and CRD clients asking us to do more for them. We believe that connecting the industry’s back-, middle- and front-office operations and services will be a powerful catalyst for growing our share of wallet with our largest institutional clients, while building and strengthening enduring relationships. To become our clients’ essential partner, we have overhauled our client coverage model and upgraded the client executives assigned to our largest clients. This team now has responsibility for the end-to-end client experience across State Street and accountability for the growth and profitability of these relationships. We have also strengthened pricing processes, with an emphasis on securing new business, extending term and reducing costs to serve in return for renegotiating fees. 2. Deploy the front-to-back asset servicing platform and continue to diversify our revenue mix. With the CRD acquisition, State Street is positioned to take a significant strategic leap forward. With the underpinning of data we control, State Street is now in a position to create the industry’s first interoperable front- to-back asset servicing platform, linking CRD’s automation of front- and middle- office investment services with our legacy back- and middle-office services. This will enable us to provide a much higher degree of operational and cost efficiencies for our largest institutional clients. Clients will be able to manage their entire trade and investment life cycle all on a single platform—everything from pre-trade analytics to portfolio construction, trading, risk analysis, reporting and custody. Superior data analytics will allow clients to inject insights from their own data back into their investment processes to improve their overall performance. Our global hubs are playing an increasingly important role as we align functions globally and work across time zones to enhance service delivery and reduce structural costs. CRD is already used by a number of large investment management firms. It is also on the desktops of 8,000 broker/dealers, RIAs and other private wealth managers, opening up the fast-growing wealth market to us. We aim to nearly triple the number of intermediaries who have CRD on their desktops to 22,000 by the end of 2020, thus diversifying our revenue base. Perhaps the most compelling revenue opportunity with the front-to-back platform is its planned interoperability. That means that the platform will connect our clients to a host of third-party service providers that can plug into our platform for a fee. We expect those new platform economics will be a significant and enduring revenue growth driver and diversifier for us. Fully enabling this offering will be a multi-year effort, with a first release in 2019. It will result in a truly distinctive data and analytics platform that will be easier to enhance with new applications and services because of its open architecture. The new platform will also allow us to expand access to other front-office offerings, such as foreign exchange trading and securities financing. 3. Operate as a technology-driven scale provider with globally consistent best-in-class processes and systems. End-to-end, straight-through processes are an important enhancement for our clients and for our own business efficiency. As mentioned, our clients need our scale and skill to help them drive better results. For ourselves, by automating key processes, increasing straight-through processing, reducing manual errors and realizing the promise of our digitization project, we should be able to bring on new business quickly and efficiently without incurring additional costs to do so. Moving from a regional structure with high variability to a truly global, consistent-process structure is an important part of this effort. Our global hubs are playing an increasingly important role as we align functions globally and work across time zones to enhance service delivery and reduce structural costs. Our ultimate goal is to provide a more seamless end-to-end service experience to our clients, underpinned by reliable, 24/7 global operations. 4. Build innovative and capital-efficient investment solutions. As asset owners continue to focus on fees, our asset management business will leverage its systematic investment heritage to build capital-efficient investment solutions across traditional indexing, factor-based strategies and truly idiosyncratic alpha sources, while continuing to build out our ETF capabilities and distribution. As the third-largest ETF manager in the world, we see strong growth potential outside the US and with sophisticated institutional investors who are increasingly using ETFs to express their tactical investment views. While technology underpins everything we do, our success depends on the talent and expertise of our teams and our ability to operate as a high-performing organization. We are also committed to better leveraging our broader State Street client base to identify opportunities for driving new business to, for example, our cash management and environmental, social and governance (ESG) investment strategies. Both are examples of how we are developing comprehensive solutions utilizing capabilities across State Street. restricted stock program for our senior management. Beginning with awards granted in 2019, future payouts will be based on pre-tax margin, in addition to the existing ROE metric. Combined, these elements align an executive’s compensation with the risks and performance results experienced by our shareholders. 5. Foster a high-performing organization. While technology underpins everything we do, our success depends on the talent and expertise of our teams and our ability to operate as a high-performing organization. That means managing our organizational complexity by increasing spans of control and reducing layers to accelerate decision-making, align accountability and create a more results-oriented culture. For the 2018 performance management cycle, we implemented a fully redesigned, more rigorous performance management process for all employees. In line with our pay-for-performance philosophy, at least 50% of incentive pay for senior management consists of deferred equity-based compensation. Additionally, to further align management with shareholders, we deliver a portion of this deferred compensation in performance-based restricted stock units that pay out based on the achievement of measures aligned to our long-term strategy. To further strengthen this alignment, we have added a second metric to the performance-based As our straight-through-processing and automation efforts accelerate, it will increase our business efficiency and allow us to steadily step down structural costs annually and reduce the variability of our cost structure as we scale our business. Better leveraging our global hubs in China, India and Poland will be key to achieving that goal. We must also evolve our skills base to support the automation and data priorities that will be critical for our future success, while realizing risk excellence in everything we do. Being a high-performing organization also means that we continue to play an active role in the communities in which we do business. I am very proud that in 2018 our State Street Foundation provided $21.5 million in grants to charitable organizations worldwide and our employees donated more than 112,000 volunteer hours to charitable causes. We also are continuing to focus on additional issues that align with the long-term sustainability of our business, including diversity and inclusion and environmental impact. Our digitization efforts will drive recurring benefits, as investing in automation affords both the opportunity to reduce structural expenses and grow new revenue streams. I also want to commend Jay Hooley for his vision and leadership over more than three decades of service to State Street, including the past nine years as our CEO. I am particularly grateful for his generous support to me during this past year of transition. We are all grateful that State Street will continue to benefit from Jay’s leadership as our non-executive chairman in 2019. There is much to be done, but the Board, the Management Committee and I are excited by the opportunity to grow a business that will generate sustainable value for all of our stakeholders: you, our clients, our employees and our societies. Thank you for your continued confidence in us. Sincerely, Ronald P. O’Hanley President and Chief Executive Officer March 19, 2019 Building on our Strengths to Drive Better Outcomes Our ambitions are high, but we base them on a strong foundation. We are one of the world’s largest custodians, responsible for servicing approximately 10% of the world’s financial assets. We are the leading middle-office services provider, the number-one servicer of ETFs, and the number-one FX liquidity provider to real money asset managers. State Street Global Advisors is the world’s third-largest asset manager and the third-largest ETF provider globally.5 We enjoy strong relationships with the biggest and most sophisticated investors in the world. Our clients want us to succeed, because it will help them be more successful. Our front-to-back platform will enable us to bring innovative products and services to market more quickly and efficiently. Our digitization efforts will drive recurring benefits, as investing in automation affords both the opportunity to reduce structural expenses and grow new revenue streams. In turn, we believe this combination can fuel further investment in the business and increased returns to shareholders. We have a clear plan of action to achieve our goals. In closing, I would like to thank our Board for their robust engagement. Their independent leadership and strong, diverse skills provide collective oversight and wisdom for the benefit of State Street and our shareholders. Endnotes 1 Financial results presented in this letter reflect the impact of US tax reform and new revenue recognition standards, as well as notable items from both 2017 and 2018, including initiatives to fund cost-reduction programs. In addition, announced servicing asset mandates for 2018 include a significant amount of assets contracted in the fourth quarter of 2017 for which we received client consent to disclose in the first quarter of 2018. Refer to Item 7 and Item 8 of the Form 10-K included within this annual report for details. 2 In the first quarter of 2019, we plan to change our accounting method under the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 323, Investments – Equity Method and Joint Ventures, for investments in low-income housing tax credit (LIHTC) investments from the equity method of accounting to the proportional amortization method of accounting. Financial results presented within this letter do not reflect this change. For additional information, see our current report on Form 8-K dated March 5, 2019, on file with the SEC. 3 Underlying expenses are calculated as GAAP expenses less notable items and CRD operating expenses and CRD-related intangible asset amortization. Underlying expenses are non-GAAP measures. 4 Subject to regulatory approval, including on the basis of the annual CCAR process conducted by the Board of Governors of the Federal Reserve System. CCAR cycles run from mid-year to mid-year. 5 Sources for “responsible for servicing approximately 10% of the world’s financial assets”: State Street and McKinsey Global Institute, Global Capital Markets, December 31, 2016 and updated in January 2018 per bespoke McKinsey report (this represents State Street’s AUC/A ($29T) as a proportion of total global financial assets ($270T)). Sources for “leading middle-office services provider”: State Street data and analysis to identify firms outsourcing middle office based on assets that are fully outsourced to a middle-office service provider and does not include certain component services, in which only a portion of middle-office activity is performed; analysis based on the 100 largest Asset Managers per Pensions & Investments rankings as of December 2017. Sources for “number-one servicer of ETFs”: compiled based on industry data sourced from ETFGI as of December 2018 and State Street data and analysis. State Street ETF AUC/A and industry data were used in the calculation of market share size. Source for “number-one FX liquidity provider to real money asset managers”: 2018 Euromoney (Real Money) FX Survey, published May 30, 2018. Source for “world’s third-largest asset manager,” P&I Research Center, as of December 31, 2017, published May 28, 2018. This online data resource aggregates data collected by P&I’s editorial team through surveys and day-to-day reporting on thousands of money managers and institutional asset owners. Source for “third-largest ETF provider globally”: Bloomberg, as of December 31, 2018. Forward-Looking Statements This letter contains forward-looking statements as defined by US securities laws. Refer to Item 1A of the Form 10-K included within this annual report for details. 2018 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 15, 2019, 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.astfinancial.com E-mail: help@astfinancial.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 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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 1/4,000th ownership interest in a share of Non-Cumulative Perpetual Preferred Stock, Series G, 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 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 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 Securities registered pursuant to Section 12(g) of the Act: None 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 No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes 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. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the per share price ($93.09) 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, 2018) was approximately $33.94 billion. The number of shares of the registrant’s common stock outstanding as of January 31, 2019 was 378,659,763. 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 2019 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A on or before April 30, 2019 (Part III). STATE STREET CORPORATION ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED December 31, 2018 TABLE OF CONTENTS PART I Item 1 Item 1A Item 1B Item 2 Item 3 Item 4 Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Supplemental Item Executive Officers of the Registrant 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 Item 16 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 Form 10-K Summary EXHIBIT INDEX SIGNATURES 4 18 47 47 47 47 48 51 54 56 118 118 187 187 190 190 190 191 192 192 192 192 193 196 State Street Corporation | 3 PART I ITEM 1. BUSINESS GENERAL State Street Corporation, referred to as the Parent Company, is a financial holding company organized in 1969 under the laws of the Commonwealth of Massachusetts. Our executive offices are located at One Lincoln Street, Boston, Massachusetts 02111 (telephone (617) 786-3000). For purposes of this Form 10-K, unless the context requires otherwise, references to “State Street,” “we,” “us,” “our” or similar terms mean State Street Corporation and its subsidiaries on a consolidated basis. The Parent Company is a source of financial and managerial strength to our subsidiaries. Through our subsidiaries, including our principal banking subsidiary, State Street Bank and Trust Company, referred to as State Street Bank, we provide a broad range of financial products and services to institutional investors worldwide, with $31.62 trillion of AUC/A and $2.51 trillion of AUM as of December 31, 2018. As of December 31, 2018, we had consolidated total assets of $244.63 billion, consolidated total deposits of $180.36 billion, consolidated total shareholders' equity of $24.79 billion and over 40,000 employees. We operate in more than 100 geographic markets worldwide, the U.S., Canada, including Europe, the Middle East and Asia. On the “Investor Relations” section of our corporate website at www.statestreet.com, we make available, free of charge, all reports we electronically file with, or furnish to, the SEC including our Annual Reports on Form 10-K, Quarterly Reports on Form 10- Q and Current Reports on Form 8-K, as well as any amendments to those reports, as soon as reasonably practicable after those documents have been filed with, or furnished to, the SEC. These documents are also accessible on the SEC’s website at www.sec.gov. We have included the website addresses of State Street and the SEC in this report as inactive textual references only. Information on those websites is not incorporated by reference in this Form 10-K. We have Corporate Governance Guidelines, as well as written charters for the Examining and Audit Committee, the Executive Committee, the Executive the Nominating and Compensation Committee, the Risk Corporate Governance Committee, Committee and the Technology and Operations Committee of our Board of Directors, or Board, and a Code of Ethics for senior financial officers, a Standard of Conduct for Directors and a Standard of Conduct for our employees. Each of these documents is posted on the "Investor Relations" section of our website under "Corporate Governance." We provide additional disclosures required by including regulatory standards, applicable bank supplemental qualitative and quantitative information with respect to regulatory capital (including market risk associated with our trading activities) and the liquidity coverage ratio, summary results of semi-annual State Street-run stress tests which we conduct under the Dodd-Frank Act and resolution plan disclosures required under the Dodd-Frank Act. These additional disclosures are available on the “Investor Relations” section of our website under "Filings and Reports." We use acronyms and other defined terms for certain business terms and abbreviations, as defined on the acronyms list and glossary under Item 8 in 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. LINES OF BUSINESS We have two lines of business: Investment Servicing and Investment Management. Investment Servicing Our to execute investor clients 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 large financial services and products allow our institutional financial transactions on a daily basis in markets across the globe. As most investors cannot institutional 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; depotbank services (a fund oversight role created by regulation); record-keeping; cash management; foreign exchange, brokerage and other trading services; securities finance; our enhanced custody product, which integrates principal securities lending and custody; deposit and short-term investment State Street Corporation | 4 loans and facilities; lease financing; investment manager and alternative investment manager risk and operations outsourcing; performance, compliance analytics; and financial data management to support institutional investors. Included within our Investment Servicing line of business is Charles River Systems, Inc. (Charles River Development), which we acquired on October 1, 2018. As a result of our acquisition of Charles River Development, we are extending our core capabilities by creating a front-to-back office platform that combines our core back and middle office services with front office solutions across all asset classes for portfolio management, trading and compliance. New products and services resulting from our acquisition of Charles River Development include: portfolio modeling and construction, trade order management, investment risk and compliance and wealth management solutions. We provide some or all of the Investment Servicing integrated products and services to clients in the U.S. and in many other markets, including, among others, Australia, Cayman Islands, France, Germany, Ireland, Italy, Japan, Luxembourg and the U.K. As of December 31, 2018, we serviced AUC/A of approximately $23.20 trillion in the Americas, approximately $6.70 trillion in Europe and the Middle East and approximately $1.72 trillion in the Asia-Pacific region. Investment Management Our Investment Management line of business, through State Street Global Advisors, provides a broad range of investment management strategies and products for our clients. Our investment management strategies and products span the risk/reward spectrum, including core and enhanced indexing, multi-asset strategies, active quantitative and fundamental active capabilities and alternative investment strategies. Our AUM is currently primarily weighted to indexed strategies. In addition, we provide a breadth of services and solutions, including environmental, social and governance investing, defined benefit and defined contribution and Outsourced Chief Investment Officer (OCIO). State Street Global Advisors is also a provider of ETFs, including the SPDR® ETF brand. While management fees are primarily determined by the values of AUM and the investment strategies employed, management fees reflect other factors as well, including respective the benchmarks specified management agreements related to performance fees. As of December 31, 2018, State Street Global Advisors had AUM of approximately $2.51 trillion. the in COMPETITION We operate in a highly competitive environment in all areas of our business globally. Our competitors include a broad range of financial institutions and servicing companies, including other custodial banks, deposit-taking institutions, investment management firms, insurance companies, mutual funds, broker/ dealers, investment banks, benefits consultants, investment analytic businesses, business service and software companies and information services firms. As our businesses grow and markets evolve, we may encounter increasing and new forms of competition around the world. the markets We believe that many key factors drive competition for our business. Technological in expertise, economies of scale, required levels of capital, pricing, quality and scope of services and sales and marketing are critical to our Investment Servicing line of business. For our Investment Management line of business, key competitive factors include expertise, experience, availability of related service offerings, quality of service, price, efficiency of our products and services and performance. Our competitive success may depend on our ability to develop and market new and innovative services, to adopt or develop new technologies, to bring new services to market in a timely fashion at competitive prices, to integrate existing and future products and services effectively into an interoperable platform, to continue to expand our relationships with existing clients, and to attract new clients. important We are a systemically financial institution (SIFI) and are subject to extensive regulation and supervision with respect to our operations and activities. Not all of our competitors have similarly been designated as systemically important nor are all of them subject to the same degree of regulation as a bank or financial holding company, and therefore some of our competitors may not be subject to the same limitations, requirements and standards with respect to their operations and activities. Most other financial institutions designated as systemically important have substantially greater financial resources and a broader base of operations than us and are, consequently, in a better competitive position to manage and bear the costs of this enhanced regulatory requirement. See "Supervision and Regulation" in this Item for more information. Additional information about our lines of business is provided under “Line of Business Information” included in our Management's Discussion and Analysis, and in Note 24 to the consolidated financial statements in this Form 10-K. Additional information about our non- U.S. activities is included in Note 26 to the consolidated financial statements in this Form 10-K. State Street Corporation | 5 SUPERVISION AND REGULATION We are registered with the Federal Reserve as a bank holding company pursuant to the Bank Holding Company Act of 1956. The Bank Holding Company Act generally limits the activities in which bank holding companies and their non-banking subsidiaries may engage to managing or controlling banks and to a range of activities that are considered to be closely related to banking. Bank holding companies that have elected to be treated as financial holding companies, such as the Parent Company, may engage in a broader range of activities considered to be "financial in nature." The regulatory limits on our activities also apply to non- banking entities that we are deemed to “control” for purposes of the Bank Holding Company Act, which may include companies of which we own or control more than 5% of a class of voting shares. The Federal Reserve may order a bank holding company to terminate any activity, or its ownership or control of a non-banking subsidiary, if the Federal Reserve finds that the activity, ownership or control constitutes a serious risk to the financial safety, soundness or stability of a banking subsidiary or is inconsistent with sound banking principles or statutory purposes. The Bank Holding Company Act also requires a bank holding company to obtain prior approval of the Federal Reserve before it acquires substantially all the assets of any bank, or ownership or control of more than 5% of the voting shares of any bank. to, the following: providing The Parent Company has elected to be treated as a financial holding company and, as such, may engage in a broader range of non-banking activities than permitted for bank holding companies and their subsidiaries that have not elected to become financial holding companies. Financial holding companies may engage directly or indirectly, either de novo or by acquisition, in activities that are defined by the Federal Reserve to be financial in nature, 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 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 are expected to be well capitalized and well managed, as defined in applicable regulations and determined in part by the results of regulatory examinations, and must comply with Community Reinvestment Act obligations. Failure to maintain these standards may result in restrictions on our activities and may ultimately permit the Federal Reserve to take enforcement actions against us and restrict our ability to engage in activities defined to be financial in nature. Currently, under the Bank Holding Company Act, we may not be able to engage in new activities or acquire shares or control of other businesses. In response to the financial crisis, as well as other factors, such as technological and market changes, both the scope of the laws and regulations and the intensity of the supervision to which our business is subject have increased in recent years. Regulatory enforcement and fines have also increased across the banking and financial services sector. Many of these changes have occurred as a result of the Dodd-Frank Act and its implementing regulations, most of which are now in place. The U.S. President issued an executive order that sets forth principles for the reform of the federal financial regulatory framework, and, in May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (EGRRCPA) was enacted. The EGRRCPA’s revisions to the U.S. financial regulatory framework, some of which remain subject to further rulemaking, have altered certain laws and regulations applicable to us and other major financial services firms. Irrespective of any regulatory change, we expect that our business will remain subject to extensive regulation and supervision. In addition, increased regulatory requirements have been and are being implemented internationally with respect to financial institutions, including, but not limited to, the implementation of the Basel III final rule (refer to “Regulatory Capital Adequacy and Liquidity Standards” in this “Supervision and Regulation” section and under "Capital" in “Financial Condition” in our Management's Discussion and Analysis in this Form 10-K for a discussion of Basel III), the Alternative Investment Fund Managers Directive (AIFMD), the Bank Recovery and Resolution Directive (BRRD), the European Market Infrastructure Regulation (EMIR), the Undertakings for Collective Investment in Transferable Securities (UCITS) directives, the Markets in Financial Instruments Directive II (MiFID II), the Markets in Financial Instruments Regulation (MiFIR) and the E.U. General Data Protection Regulation (GDPR). and agencies regulatory Many aspects of our business are subject to regulation by other U.S. federal and state governmental self-regulatory and 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 Basel III Final Rule We and State Street Bank, as advanced approaches banking organizations, are subject to the Basel III framework in the U.S. Provisions of the Basel State Street Corporation | 6 III final rule that became effective under a transition timetable which began in January 2014, with full implementation required beginning on January 1, 2019. Since January 2013, we have been subject to the final market risk capital rule jointly issued by U.S. banking regulators to implement the changes to the market risk capital framework in the U.S. The Basel III final rule provides for two frameworks for the calculation of RWA for purposes of bank regulatory compliance: the “standardized” approach and the “advanced” approaches, which are applicable to advanced approaches banking organizations, like us. The standardized approach prescribes standardized risk weights for certain on- and off-balance sheet exposures in the calculation of RWA. The advanced approaches consist of the Advanced Internal Ratings- Based Approach (AIRB) used for the calculation of RWA related to credit risk, and the Advanced Measurement Approach (AMA) used for the calculation of RWA related to operational risk. Among other things, the Basel III final rule does the following: • • • • • • adds requirements for a minimum CET1 risk- based capital ratio of 4.5% and a minimum supplementary for advanced approaches banking organizations; leverage ratio of 3% raises the minimum tier 1 risk-based capital ratio from 4% under both Basel I and Basel II to 6%; leaves the minimum total capital ratio at 8%; implements the capital conservation and countercyclical capital buffers, referenced below, as well as a G-SIB surcharge included under "Capital" in "Financial Condition" in our Management's Discussion and Analysis in this Form 10-K; the implements standardized approach calculation of credit RWA under Basel I; and described the previously replace to implements the advanced approaches for the calculation of credit RWA. Beginning January 1, 2018, the U.S. banking regulators required a minimum SLR requirement of 5% for us and the other eight U.S. G-SIBs in order to avoid any limitations on distributions and discretionary bonus payments and a minimum SLR requirement of 6% for the Insured Depository Institutions' subsidiaries (State Street Bank) of such G-SIBs. On April 11, 2018, the Federal Reserve proposed modifications to SLR that would replace the current 2% SLR buffer applicable to us with a leverage buffer equal to 50% of G-SIB capital surcharge, which is currently 1.5%. Under the proposal, our SLR buffer would become 0.75%, for a total enhanced SLR requirement of 3.75%, assuming that our G-SIB capital surcharge remains the same when the proposal becomes effective. As part of (eSLR) the same proposal, the Federal Reserve also proposed to align the well-capitalized eSLR standard applicable to State Street Bank with the proposed SLR buffer applicable to us. Under the proposal, the well- capitalized eSLR requirement for State Street Bank would change from the current 6% to 3% plus 50% of our current G-SIB capital surcharge, for a total well- capitalized SLR requirement of 3.75%, assuming that our G-SIB capital surcharge remains the same when the proposal becomes effective. Furthermore, EGRRCPA directed the U.S. banking regulators to amend regulation to exclude certain central bank balances from the measure of total leverage exposure, the SLR denominator, for custody banks. Specifically, central bank balances would be excluded to the extent of the value of client deposits at the custody bank that are linked to fiduciary, custody or safekeeping accounts. The U.S. banking agencies have not yet issued a this provision of proposed EGRRCPA. implementing rule In addition to SLR, we are subject to a minimum tier 1 leverage ratio of 4%, which differs from SLR primarily in that the denominator of the tier 1 leverage ratio is a quarterly average of on-balance sheet assets and does not include any off-balance sheet exposures. We are required to include SLR disclosures with our other Basel disclosures. Under the Basel final rule, a banking III organization would be able to make capital distributions (subject to other regulatory constraints, such as regulator review of its capital plans) and discretionary bonus payments without specified limitations, as long as it maintains the required capital conservation buffer of 2.5% plus the applicable G-SIB surcharge (plus any potentially applicable countercyclical capital buffer) over the minimum required risk-based capital ratios and well capitalized leverage based requirements. Banking regulators would establish the minimum countercyclical capital buffer, which is initially set by banking regulators at zero, up to a maximum of 2.5% of total RWAs under certain economic conditions. The Federal Reserve has proposed changes to its stress testing and capital planning the capital conservation buffer with a Stress Capital Buffer. For additional information about the proposal, refer to “Capital Planning, Stress Tests and Dividends” in this "Supervision and Regulation" section. that would replace rules Under the Basel III final rule, our total regulatory capital is composed of three tiers; CET1 capital, tier 1 capital (which includes CET1 capital), and tier 2 capital. The total of tier 1 and tier 2 capital, adjusted as applicable, is referred to as total regulatory capital. CET1 capital is composed of core capital elements, such as qualifying common shareholders' equity and related surplus; retained earnings; the cumulative effect of foreign currency translation; and net unrealized gains (losses) on debt and equity securities classified as AFS; reduced by treasury stock. State Street Corporation | 7 Goodwill and other intangible assets, net of related deferred tax liabilities, are deducted from the core CET1 capital elements. Tier 1 capital is composed of CET1 capital plus additional tier 1 capital instruments which, for us, includes six series of preferred equity. Tier 2 capital includes certain eligible subordinated long-term debt instruments. The Basel III phase-in and phase-out schedules for calculating regulatory capital that apply to State Street have concluded and our capital measures are considered fully phased-in. Minimum capital ratio, buffer, and G-SIB surcharge requirements become fully phased-in as of January 1, 2019. include investments Certain other items, if applicable, must be deducted from tier 1 and tier 2 capital. These items in deductible primarily unconsolidated banking, insurance entities where we hold more than 50% of the entities' capital; and the amount of expected credit losses that exceeds recorded allowances for loan and other credit losses. Expected credit losses are calculated for wholesale credit exposures by formula in conformity with the Basel III final rule. financial and On October 30, 2018, the U.S. banking regulators issued a proposal that would, among other things, implement the standardized approach for counterparty credit risk (SA-CCR), a new methodology for calculating the exposure amount for derivative contracts under the U.S. regulatory capital rules. Under the proposal, we would have the option to use the SA-CCR or the Internal Model Methodology (IMM) to measure the exposure amount of our cleared and uncleared derivative transactions, as well as the RWA amount of our central counterparty default fund contributions, under our advanced approach capital calculation. We would be required to determine the amount of these exposures using the SA-CCR under our standardized approach capital calculation. The proposal would also incorporate the SA-CCR into the calculation of our total leverage exposure for the purpose of calculating SLR. The proposal requires us to implement SA-CCR by July 1, 2020 but would permit early adoption before that date after a final rule implementing SA-CCR is effective. As required by the Dodd-Frank Act, we and State Street Bank, as advanced approaches banking organizations, are subject to a permanent "capital floor," also referred to as the Collins Amendment, in the assessment of our regulatory capital adequacy, the capital conservation buffer and including countercyclical capital buffer described above in this "Supervision and Regulation" section. Our risk-based capital ratios for regulatory assessment purposes are the the standardized approach and the advanced approaches. ratio calculated under lower of each are described above Regulation” section. in this “Supervision and For additional information about our regulatory capital position and our regulatory capital adequacy, as well as current and regulatory capital requirements, refer to "Capital" in “Financial Condition" in our Management's Discussion and Analysis, and Note 16 to the consolidated financial statements in this Form 10-K. future Global Systemically Important Bank In addition to the Basel III final rule, we are subject to the Federal Reserve's final rule imposing a capital surcharge on U.S. G-SIBs. The surcharge requirements within the final rule began to phase-in on January 2016 and became fully effective on January 1, 2019. The eight U.S. banks deemed to be G-SIBs, including us, are required to calculate the G-SIB surcharge annually according to two methods, and be bound by the higher of the two: • Method 1: Assesses systemic importance based upon five equally-weighted components: size, cross- interconnectedness, jurisdictional activity and substitutability; or complexity, • Method 2: Alters the calculation from Method 1 by factoring in a wholesale funding score in place of substitutability and applying a 2x multiplier to the sum of the five components. Method 2 currently is the binding methodology for us and our applicable surcharge for 2019 was calculated to be 1.5%, which is based on a calculation date of December 31, 2017. Assuming a countercyclical buffer of 0%, the minimum capital ratios as of January 1, 2019, including a capital conservation buffer of 2.5% and a G-SIB surcharge of 1.5% in 2019, are 8.5% for CET1 capital, 10.0% for tier 1 risk-based capital and 12.0% for total risk-based capital, in order for us to make capital distributions and discretionary bonus payments without limitation. Further, like all other U.S. G-SIBs, we are also currently subject to a 2% leverage buffer under the Basel III final rule, subject to the Federal Reserve’s proposed changes to the SLR. If we fail to exceed the 2% leverage buffer, we will be subject to increased restrictions (depending upon the extent of the shortfall) regarding capital distributions and discretionary executive bonus payments. Not all of our competitors have similarly been designated as systemically important nor are all of them subject to the same degree of regulation as a bank or financial holding company, and therefore some of our competitors may not be subject to the same additional capital requirements. 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 State Street Corporation | 8 Total Loss-Absorbing Capacity In 2016, the Federal Reserve released its final rule on TLAC, LTD and clean holding company requirements for U.S. domiciled G-SIBs, such as us, that are intended to improve the resiliency and resolvability of certain U.S. banking organizations through enhanced prudential standards. The TLAC final rule imposes: (1) external TLAC requirements (i.e., combined eligible tier 1 regulatory capital and LTD); (2) separate external LTD requirements; and (3) clean holding company requirements that impose restrictions on certain types of liabilities and limit non-TLAC related third party liabilities to 5% of external TLAC. Among other things, the TLAC final rule requires us to comply with minimum requirements for external TLAC and external LTD effective January 1, 2019. Specifically, we must hold (1) combined eligible tier 1 regulatory capital and LTD in the amount equal to the greater of 21.5% of total RWA (18.0% minimum plus a 2.5% capital conservation buffer plus a G-SIB surcharge calculated for these purposes under Method 1 of 1.0%) and 9.5% of total leverage exposure (7.5% minimum plus the eSLR buffer of 2.0%), as defined by the SLR final rule; and (2) qualifying external LTD equal to the greater of 7.5% of RWA (6.0% minimum plus a G-SIB surcharge calculated for these purposes under method 2 of 1.5%) and 4.5% of total leverage exposure, as defined by the SLR final rule. We requested and received from the Federal Reserve, a one year extension from January 1, 2019 to January 1, 2020, for compliance with the LTD SLR requirements of the rule. In granting the extension request, the Federal Reserve noted the EGRRCPA that was signed into law in May 2018, under which the Federal Reserve and the other U.S. federal banking agencies must promulgate rules to exclude certain central bank placements from the calculation of SLR for custodial banks, such as us. This regulatory change is expected to reduce the LTD we are required to hold as calculated under the current requirements. The extension will allow us to determine the appropriate amount of LTD needed to comply with the LTD SLR requirements of the TLAC rule after the Federal Reserve and the other U.S. federal banking agencies have adopted this regulatory change. For additional information about TLAC and SLR, refer to this "Supervision and in “Basel Regulation" section. III Final Rule" Liquidity Coverage Ratio and Net Stable Funding Ratio In addition to capital standards, the Basel III final rule introduced two quantitative liquidity standards: the LCR and the NSFR. We are subject to the final rule issued by the U.S. banking regulators implementing the BCBS' LCR in the U.S. The LCR is intended to promote the short-term banking resilience internationally active of organizations, like us, to improve the banking industry's ability to absorb shocks arising from market stress over a 30 calendar day period and improve the measurement and management of liquidity risk. The LCR measures an institution’s HQLA against its net cash outflows. We report LCR to the Federal Reserve daily. For the quarters ended December 31, 2018 and December 31, 2017, daily average LCR for the Parent Company was 108% and 112%, respectively. In addition, we publicly disclose certain qualitative and quantitative information about our LCR consistent with the requirements of the Federal Reserve's December 2016 final rule. Compliance with the LCR has required that we maintain an investment portfolio that contains an adequate amount of HQLA. In general, HQLA investments generate a lower investment return than other types of investments, resulting in a negative impact on our NII and our NIM. In addition, the level of HQLA we are required to maintain under the LCR is dependent upon our client relationships and the nature of services we provide, which may change over time. Deposits resulting from certain services provided (“operational deposits”) are treated as more resilient during periods of stress than other deposits. As a result, if balances of operational deposits increased relative to our total client deposit base, we would expect to require less HQLA in order to maintain our LCR. Conversely, if balances of operational deposits decreased relative to our total client deposit base, we would expect to require more HQLA. The BCBS has also issued final guidance with respect to the NSFR. In 2016, the OCC, Federal Reserve and FDIC issued a proposal to implement the NSFR in the U.S. that is largely consistent with the BCBS guidance. The proposal would require banking organizations to maintain an amount of available stable funding, which is calculated by applying standardized weightings to its equity and liabilities based on their expected stability, that is no less than the amount of its required stable funding, which is calculated by applying standardized weightings to its assets, derivatives exposures, and certain other off-balance sheet exposures based on their liquidity characteristics. 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 State Street Corporation | 9 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 capital qualifying instruments, any capital distributions, such as payments of dividends on, or repurchases of, our stock, and any similar action that the Federal Reserve determines could affect our consolidated capital. The capital plan must include a discussion of how we will maintain capital above the minimum regulatory capital ratios, including the minimum ratios under the Basel III final rule, and serve as a source of strength to our U.S. depository institution subsidiaries under supervisory stress scenarios. The capital plan requirements mandate that we receive no objection to our plan from the Federal Reserve before making a capital distribution. These requirements could require us to revise our stress-testing or capital management approaches, resubmit our capital plan or postpone, cancel or alter our planned capital actions. In addition, changes in our strategy, merger or acquisition activity or unanticipated uses of capital could result in a change in our capital plan and its associated capital actions, including capital raises or modifications to planned capital actions, such as repurchases of our stock, and may require resubmission of the capital plan to the Federal Reserve for its non-objection if, among other reasons, we would not meet our regulatory capital requirements after making the proposed capital distribution. In addition to its capital planning requirements, the Federal Reserve has the authority to prohibit or to limit the payment of dividends by the banking organizations it supervises, including the Parent Company and State Street Bank, if, in the Federal Reserve’s opinion, the payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the banking organization. All of these policies and other requirements could affect our ability to pay dividends and repurchase our stock, or require us to provide capital assistance to State Street Bank and any other banking subsidiary. In June 2018, we received the results of the Federal Reserve’s review of our 2018 capital plan in connection with its 2018 annual CCAR process. The Federal Reserve did not object to our capital plan as part of the 2018 CCAR process, conditioned on our making enhancements the management and to analysis of counterparty exposures under stress. In connection with the capital plan, our Board approved a common stock repurchase program authorizing the repurchase of up to $1.2 billion of our common stock from July 1, 2018 through June 30, 2019 (the 2018 Program). In connection with our acquisition of Charles River Development, we did not repurchase any common stock during 2018 under the 2018 Program. We have resumed our common stock purchase program in the first quarter of 2019 and may repurchase up to $600 million through June 30, 2019 under the 2018 Program. Our common stock and other stock dividends, including the declaration, timing and amount thereof, remain subject to consideration and approval by our Board of Directors at the relevant times. The Federal Reserve, under the Dodd-Frank Act, requires us to conduct semi-annual State Street-run stress tests and to publicly disclose the summary results of our State Street-run stress tests under the severely adverse economic scenario. In November 2018, we provided summary results of our 2018 mid-cycle State Street-run stress tests on the “Investor Relations” section of our corporate website. We are also required to undergo an annual supervisory stress test conducted by the Federal Reserve. The EGRRCPA modifies certain aspects of these stress-testing requirements, reducing the number of scenarios in the Federal Reserve’s supervisory stress test from three to two and modifying our obligation to perform company-run stress-tests from semi-annually to annually. The Federal Reserve issued a proposal in October 2018 that would, among other things, implement this modification. The Dodd-Frank Act also requires State Street Bank to conduct an annual stress test. State Street Bank published a summary of its stress test results on June 21, 2018. The Federal Reserve is currently considering making further changes to its capital planning and stress testing requirements. On April 10, 2018, the Federal Reserve issued a proposal to integrate its annual capital planning and stress testing requirements with certain ongoing regulatory capital requirements. The proposal, which would apply to certain bank holding companies, including us, would introduce a Stress Capital Buffer (SCB) and a Stress Leverage Buffer (SLB) and related changes to the capital planning and stress testing processes. Under the proposal, the requirements would apply only with respect to the standardized approach and tier 1 leverage regulatory capital requirements. In the standardized approach, the SCB would replace the existing capital conservation buffer. The standardized approach SCB would equal the greater of (i) the maximum decline in our CET1 capital ratio under the severely adverse scenario over the supervisory stress test measurement period, plus the sum of the ratios of the dollar amount of our planned common stock dividends to our projected RWA for each of the fourth through seventh quarters of the supervisory stress test projection period; and (ii) 2.5%. Regulatory capital requirements under the standardized approach would include the SCB, as summarized above, as well as our G-SIB capital surcharge and any applicable countercyclical capital buffer. State Street Corporation | 10 Like the SCB, the SLB would be calculated based on the results of our annual supervisory stress tests. The SLB would equal the maximum decline in our tier 1 leverage ratio under the severely adverse scenario, plus the sum of the ratios of the dollar amount of our planned common stock dividends to our projected leverage ratio denominator for each of the fourth through seventh quarters of the supervisory stress test projection period. No floor would be established for the SLB, which would apply in addition to the current minimum tier 1 leverage ratio of 4%. The proposal would make related changes to capital planning and stress testing processes for bank holding companies subject to these requirements. In particular, the proposal would limit projected capital actions to planned common stock dividends in the fourth through seventh quarters of the supervisory stress test projection period and would assume that bank holding companies maintain a constant level of assets and RWA throughout the supervisory stress test projection period. If the proposal is adopted, limitations on capital distributions and discretionary bonus payments to executive officers would be determined by the most stringent limitation, if any, as determined under the standardized approach or the tier 1 leverage ratio, inclusive of the proposed stress buffer requirements, or the advanced approach or SLR or TLAC requirements, inclusive of applicable buffers. In November 2018, the Federal Reserve’s Vice Chairman for Supervision stated that the Federal Reserve does not expect the proposed stress buffer requirements will go into effect before 2020. However, the Federal Reserve does expect to finalize certain elements of the proposed requirements and expects that other elements will be re-proposed and again subject to public comment. The Volcker Rule We are subject the Volcker Rule and to implementing regulations. The Volcker Rule prohibits banking entities, including us and our affiliates, from engaging in certain prohibited proprietary trading activities, as defined final Volcker Rule in regulations, subject to exemptions for market-making related activities, risk-mitigating hedging, underwriting and certain other activities. The Volcker Rule also requires banking entities to either restructure or divest certain ownership interests in, and relationships with, covered funds (as such terms are defined in the final Volcker Rule regulations). the The final Volcker Rule regulations require banking entities to establish extensive programs designed to promote 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 certain which State Street Global Advisors acts as an advisor and relationships. of Consequently, Volcker Rule compliance entails both the cost of a compliance program and loss of certain revenue and future opportunities. trustee types regulations that would the Volcker Rule On May 30, 2018, the Federal Reserve and the other federal financial regulatory agencies responsible released an for interagency proposal revise certain elements of those regulations. The proposed changes focus on proprietary trading, including the metrics reporting requirements and certain requirements imposed in connection with permitted market making, underwriting and risk-mitigating hedging activities, including market-making in and underwriting of covered funds. The impact of this proposal on us will not be known with certainty until final rules are issued. Enhanced Prudential Standards the The Dodd-Frank Act, as amended by EGRRCPA, establishes a systemic risk regime to which large bank holding companies with $100 billion or more in consolidated assets, such as us, are subject. The Federal Reserve is required to tailor the application of the enhanced prudential standards to bank holding companies based on their size, complexity, risk profile and other factors. U.S. G-SIBs, such as us, are expected to remain subject to the most stringent requirements, including heightened capital, leverage, liquidity and risk management requirements and single- counterparty credit limits (SCCL). The FSOC can recommend prudential standards, reporting and disclosure requirements to the Federal Reserve for SIFIs, and must approve any finding by the Federal Reserve that a financial institution poses a grave threat to financial stability and must undertake mitigating actions. The FSOC is also empowered to designate systemically important payment, clearing and settlement activities of institutions, financial to prudential supervision and them subjecting regulation, and, assisted by the Office of Financial Research within the U.S. Department of the Treasury can gather data and reports from financial institutions, including us. final Under rule the Federal Reserve's implementing certain of the Dodd-Frank Act's enhanced prudential standards, we are required to comply with various liquidity-related risk management standards and maintain a liquidity buffer of unencumbered highly liquid assets based on the results of internal liquidity stress testing. This liquidity buffer is in addition to other liquidity requirements, such as the LCR and, when implemented, the NSFR. The final rule also establishes requirements and responsibilities for our risk committee and mandates risk management standards. On June 14, 2018, the Federal Reserve finalized rules that would establish SCCL for large banking organizations. U.S. G-SIBs, including us, are subject to State Street Corporation | 11 a limit of 15% of tier 1 capital for aggregate net credit exposures to any “major counterparty” (defined to include other U.S. G-SIBs, foreign G-SIBs and non- bank systemically institutions important supervised by the Federal Reserve). In addition we are subject to a limit of 25% of tier 1 capital for aggregate to any other unaffiliated net credit exposures counterparty. We must comply with the final SCCL rules beginning on January 1, 2020. financial that The Federal Reserve has established a final rule that imposes contractual requirements on certain “qualified financial contracts” to which U.S. G-SIBs, including us, and their subsidiaries are parties. Under the final rule, certain qualified financial contracts transfer generally must expressly provide restrictions and default rights against a U.S. G-SIB, or subsidiary of a U.S. G-SIB, are limited to the same extent as they would be under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Act and their implementing regulations. In addition, certain qualified financial contracts may not, among other things, permit the exercise of any cross-default right against a U.S. G-SIB or subsidiary of a U.S. G-SIB based on an affiliate’s entry into insolvency, resolution or similar proceedings, subject to certain creditor protections. There is a phased-in compliance schedule based on counterparty type, and the first compliance date was January 1, 2019. In addition, the Federal Reserve has proposed rules that would create an early-remediation regime to address financial distress or material management weaknesses determined with reference to four levels of early remediation, including heightened supervisory review, initial remediation, recovery, and resolution assessment, with specific limitations and requirements tied to each level. The systemic-risk regime also provides that for U.S. G-SIBs deemed to pose a grave threat to U.S. financial stability, the Federal Reserve, upon an FSOC vote, must limit that institution’s ability to merge, restrict its ability to offer financial products, require it to terminate activities, impose conditions on activities or, as a last resort, require it to dispose of assets. Upon a grave 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. Resolution Planning We are required to periodically submit a plan for rapid and orderly resolution in the event of material financial distress or failure, commonly referred to as a resolution plan or a living will, to the Federal Reserve and the FDIC under Section 165(d) of the Dodd-Frank Act. Through resolution planning, we seek, in the event of our insolvency, to maintain State Street Bank’s role as a key infrastructure provider within the financial system, while minimizing risk to the financial system the benefit of our and maximizing value stakeholders. We have and will continue to focus management attention and to meet regulatory expectations with respect to resolution planning. resources for We submitted our 2017 resolution plan describing our preferred resolution strategy to the Federal Reserve and FDIC on June 30, 2017. On December 19, 2017, the Federal Reserve and FDIC announced that they had completed their review and had not identified deficiencies or specific shortcomings. Nonetheless, the agencies identified four common areas in which more work may need to be done by all firms, including us, to continue to improve resolvability: intra-group liquidity; internal loss-absorbing capacity; derivatives; and payment, clearing and settlement activities. Our next resolution plan is due July 1, 2019. to that prior In the event of material financial distress or failure, our preferred resolution strategy is the SPOE Strategy. The SPOE Strategy provides the bankruptcy of the Parent Company and pursuant to a support agreement among the Parent Company, SSIF (a direct subsidiary of the Parent Company), our Beneficiary Entities (as defined below) and certain of our other entities, SSIF is obligated, up to its available resources, to recapitalize and/or provide liquidity to State Street Bank and the other entities benefiting from such capital and/or liquidity support (collectively with State Street Bank, “Beneficiary Entities”), in amounts designed to prevent the Beneficiary Entities from themselves entering into resolution proceedings. Following the recapitalization of, or provision of liquidity to the Beneficiary Entities, the Parent Company would enter into a bankruptcy proceeding under the U.S. Bankruptcy Code. The Beneficiary Entities and our other subsidiaries would be transferred to a newly organized holding company held by a reorganization trust for the benefit of the Parent Company’s claimants. Under the Parent the support agreement, Company has pre-funded SSIF by contributing certain of its assets (primarily its liquid assets, cash deposits, investments in intercompany debt, investments in marketable securities and other cash and non-cash equivalent investments) to SSIF contemporaneous with entering into the support agreement and will continue to contribute such assets, to the extent available, on an on-going basis. In consideration for these contributions, SSIF has agreed in the support agreement to provide capital and liquidity support to the Parent Company and all of the Beneficiary Entities in accordance with the Parent Company’s capital and liquidity policies. Under the support agreement, the Parent Company is only State Street Corporation | 12 permitted to retain cash needed to meet its upcoming obligations and to fund expected expenses during a potential bankruptcy proceeding. SSIF has provided the Parent Company with a committed credit line and issued (and may issue) one or more promissory notes to the Parent Company (the "Parent Company Funding Notes") that together are intended to allow the Parent Company to continue to meet its obligations throughout the period prior to the occurrence of a "Recapitalization Event" (as defined below). The support agreement does not contemplate that SSIF is obligated to maintain any specific level of resources and SSIF may not have sufficient resources to implement the SPOE Strategy. for capital contributed In the event a Recapitalization Event occurs, the obligations outstanding under the Parent Company Funding Notes would automatically convert into or be exchanged to SSIF. The obligations of the Parent Company and SSIF under the support agreement are secured through a security agreement that grants a lien on the assets that the Parent Company and SSIF would use to fulfill their obligations under the support agreement to the Beneficiary Entities. SSIF is a distinct legal entity separate from the Parent Company and the Parent Company’s other affiliates. In accordance with our policies, we are required to monitor, on an ongoing basis, the capital and liquidity needs of State Street Bank and our other Beneficiary Entities. To support this process, we have established a trigger framework that identifies key actions that would need to be taken or decisions that would need to be made if certain events tied to our financial condition occur. In the event that we experience material financial distress, the support agreement requires us to model and calculate certain capital and liquidity triggers on a regular basis to determine whether or not the Parent Company should commence preparations for a bankruptcy filing and whether or not a Recapitalization Event has occurred. to Upon the occurrence of a Recapitalization Event: (1) SSIF would not be authorized to provide any further liquidity to the Parent Company; (2) the Parent Company would be required to contribute to SSIF any remaining assets it is required to contribute to SSIF under the support agreement (which specifically exclude amounts designated fund expected expenses during a potential bankruptcy proceeding); (3) SSIF would be required to provide capital and liquidity support to the Beneficiary Entities to support such entities’ continued operation to the extent of its available resources and consistent with the support agreement; and (4) the Parent Company would be expected to commence Chapter 11 proceedings under the U.S. Bankruptcy Code. No person or entity, other than a party to the support agreement, should rely, including in evaluating any of our entities from a creditor's perspective or determining whether to enter into a contractual relationship with any of our entities, on any of our affiliates being or remaining a Beneficiary Entity or receiving capital or liquidity support pursuant to the support agreement. A “Recapitalization Event” is defined under the support agreement as the earlier occurrence of one or more capital and liquidity thresholds being breached or the authorization by the Parent Company's Board of Directors for the Parent Company to commence bankruptcy proceedings. These thresholds are set at levels intended to provide for the availability of sufficient capital and liquidity to enable an orderly resolution without extraordinary government support. The SPOE Strategy and the obligations under the support agreement may result in the recapitalization of State Street Bank and the commencement of bankruptcy proceedings by the Parent Company at an earlier stage of financial stress than might otherwise occur without such mechanisms in place. An expected effect of the SPOE Strategy and applicable TLAC regulatory requirements is that our losses will be imposed on the Parent Company shareholders and the holders of long- term debt and other forms of TLAC securities currently outstanding or issued in the future by the Parent Company, as well as on any other Parent Company creditors, before any of its losses are imposed on the holders of the debt securities of the Parent Company's operating subsidiaries or any of their depositors or creditors, or before U.S. taxpayers are put at risk. There can be no assurance that credit rating agencies, in response to our resolution plan or the support agreement, will not downgrade, place on negative watch or change their outlook on our debt credit ratings, generally or on specific debt securities. Any such downgrade, placement on negative watch or change in outlook could adversely affect our cost of borrowing, limit our access to the capital markets or result in restrictive covenants in future debt agreements and could also adversely impact the trading prices, or the liquidity, of our outstanding debt securities. State Street Bank is also required to submit periodically to the FDIC a plan for resolution in the event of its failure, referred to as an IDI plan. The FDIC’s Chairman has indicated that until the FDIC’s revisions to its IDI plan requirements are finalized, no IDI plans will be required to be filed. Orderly Liquidation Authority Under the Dodd-Frank Act, certain financial companies, including bank holding companies such as us, and certain covered subsidiaries, can be subjected to the orderly liquidation authority. The U.S. Treasury Secretary, in consultation with the U.S. 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. State Street Corporation | 13 The orderly liquidation authority went into effect in 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 the receiver of State Street Bank, which would give the FDIC considerable powers to resolve us, including: (1) the power to remove officers and directors responsible for our failure and to appoint new directors and officers; (2) the power to assign assets and liabilities to a third party or bridge financial company without the need for creditor consent or prior court review; (3) the ability to differentiate among creditors, including by treating junior creditors better than senior creditors, subject to a minimum recovery right to receive at least what they would have received in bankruptcy liquidation; and (4) broad powers to administer the claims process to determine distributions the receivership to creditors not transferred to a third party or bridge financial institution. the assets of from In 2013, the FDIC released its proposed SPOE strategy for resolution of a SIFI under the orderly liquidation authority. The FDIC’s release outlines how it would use its powers under the orderly liquidation authority to resolve a SIFI by placing its top-tier U.S. holding company in receivership and keeping its operating subsidiaries open and out of insolvency proceedings by transferring the operating subsidiaries to a new bridge holding company, recapitalizing the operating subsidiaries and imposing losses on the shareholders and creditors of the holding company in receivership according to their statutory order of priority. Derivatives Title VII of the Dodd-Frank Act imposed a comprehensive regulatory structure on the OTC derivatives market, including requirements for clearing, exchange trading, capital, margin, reporting and record- keeping. Title VII also requires certain persons to register as a major swap participant, a swap dealer or a securities-based swap dealer. The CFTC, the SEC, and other U.S. regulators have largely implemented key provisions of Title VII, although certain final regulations have only been in place a short period of time and others have not been finalized. Through this rulemaking process, these regulators collectively have adopted or proposed, among other things, regulations relating to reporting and record-keeping obligations, margin and capital requirements, the scope of registration and the central clearing and exchange trading requirements for certain OTC derivatives. The CFTC has also issued rules to enhance the oversight of clearing and trading entities. The CFTC, along with other regulators, including the Federal Reserve, have also issued final rules with respect to margin requirements for uncleared derivatives transactions. State Street Bank has registered provisionally with the CFTC as a swap dealer. As a provisionally registered swap dealer, State Street Bank is subject to significant regulatory obligations regarding its swap the supervision, examination and activity and enforcement powers of the CFTC and other regulators. The CFTC has granted State Street Bank a limited- purpose swap dealer designation. Under this limited- interest rate swap activity purpose designation, 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. 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 OCC, the Federal Reserve or by the appropriate state banking regulatory authorities of the states in which they are organized and operate. Our non-U.S. banking subsidiaries are subject to regulation by the regulatory authorities of the countries in which they operate. 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. Derivatives, securities borrowing and securities lending transactions between State Street Bank and its affiliates became subject to these restrictions pursuant to the Dodd-Frank Act. The Dodd-Frank Act also expanded the scope of transactions required to be collateralized. In addition, the Volcker 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 State Street Corporation | 14 as the investment manager, investment adviser, commodity trading advisor or sponsor and other covered funds organized and offered pursuant to specific exemptions final Volcker Rule regulations. the in Federal law also requires that certain transactions by a bank with affiliates be on terms and under circumstances, including credit standards, that are substantially the same, or at least as favorable to the bank, as those prevailing at the time for comparable transactions involving other non-affiliated companies. Alternatively, 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. in 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 for a depositor preference on amounts realized from the liquidation or other resolution of any depository institution insured by the FDIC. Our subsidiaries, State Street Global Advisors FM and State Street Global Advisors Ltd., act as investment advisers to investment companies registered under the Investment Company Act of 1940. State Street Global Advisors FM, incorporated in Massachusetts in 2001 and headquartered in Boston, Massachusetts, is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940 and is registered with the CFTC as a commodity trading adviser and pool operator. State Street Global Advisors Ltd., incorporated in 1990 as a U.K. limited company and domiciled in the U.K., is also registered with the SEC as an investment adviser under the Investment Advisers Act of 1940. State Street Global Advisors Ltd. is also authorized and regulated by the U.K. FCA and is an investment firm under the MiFID. Our subsidiary, State Street Global Advisors Asia Limited, a Hong Kong incorporated company, is registered as an investment adviser with the SEC and additionally is licensed by the Securities and Futures Commission of Hong Kong to including asset perform a variety of activities, management. State Street Global Advisors Asia Limited also holds permits as a qualified foreign institutional Investor (QFII) and a renminbi qualified foreign the institutional Securities Regulatory Commission in the People’s Republic of China, and in Korea is registered with the Financial Services Commission as a cross-border investment advisory company and a cross-border discretionary investment management company. In addition, a major portion of our investment management activities are conducted by State Street Global Advisors Trust Company, which is a subsidiary of State Street Bank and a Massachusetts chartered trust company subject to the supervision of the Massachusetts (RQFII), approved by investor Commissioner of Banks and the Federal Reserve with respect to these activities. Many aspects of our investment management activities are subject to federal and state laws and regulations primarily intended to benefit the investment holder, rather than our shareholders. These laws and regulations generally grant supervisory agencies and bodies broad administrative powers, including the power to limit or restrict us from conducting our investment management activities in the event that we fail to comply with such laws and regulations, and examination authority. Our business related to investment management and trusteeship of collective trust funds and separate accounts offered to employee benefit plans is subject to ERISA, and is regulated by the U.S. DOL. We have three subsidiaries that operate as a U.S. broker/dealer and are registered as such with the SEC, are subject to regulation by the SEC (including the SEC's net capital rule) and are members of the Financial Industry Regulatory Authority, a self-regulatory organization. State Street Global Advisors Funds Distributors, LLC operates as a limited purpose broker/ dealer that provides distributing and related marketing activities for U.S. mutual funds and ETFs associated with State Street Global Advisors. State Street Global Advisors Funds Distributors, LLC also may privately offer certain State Street Global Advisors advised funds. State Street Global Markets LLC is a U.S. broker/ dealer that provides agency execution services. We also acquired Charles River Brokerage, LLC, a U.S. broker/dealer, as part of our acquisition of Charles River Development. In addition, we have a subsidiary, SwapEX, LLC, registered with the CFTC in the U.S. as a swap execution facility. including our Our businesses, investment management and securities 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 U.K. FCA and the U.K. PRA regulate our activities in the U.K.; the Central Bank of Ireland regulates our activities in Ireland; the German Federal Financial Supervisory Authority regulates our activities in Germany; the Commission de Surveillance du Secteur Financier regulates our activities in Luxembourg; our German banking group is also subject to direct supervision by the European Central Bank under the ECB Single Supervisory Mechanism; the Securities and Futures Commission regulates our asset management activities in Hong Kong; the Australian Prudential Regulation Authority and the Australian Securities and Investments Commission regulate our activities in Australia; and the Financial Services Agency and the Bank of Japan regulate our activities in Japan. We have established policies, procedures and systems designed to comply with the requirements of State Street Corporation | 15 these organizations. However, as a global financial services institution, we face complexity, costs and risks related to regulation. The majority of our non-U.S. asset servicing operations are conducted pursuant to the Federal Reserve's Regulation K through State Street Bank’s Edge Act subsidiary or through international branches of State Street Bank. An Edge Act corporation is a corporation organized under federal law that conducts foreign business activities. In general, banks may not make investments in their Edge Act corporations (and similar state law corporations) that exceed 20% of their capital and surplus, as defined, and the investment of any amount in excess of 10% of capital and surplus requires the prior approval of the Federal Reserve. In addition to our non-U.S. operations conducted pursuant to Regulation K, we also make new investments abroad directly (through us or through our non-banking subsidiaries) pursuant to the Federal Reserve's Regulation Y, or through international bank branch expansion, neither of which is subject to the investment to Edge Act subsidiaries. limitations applicable Additionally, Massachusetts has its own bank holding company statute, under which we, among other things, may be required to obtain prior approval by the Massachusetts Board of Bank Incorporation for an acquisition of more than 5% of any additional bank's voting shares, or for other forms of bank acquisitions. Anti-Money Laundering and Financial Transparency We and certain of our subsidiaries are subject to the Bank Secrecy Act of 1970, as amended by the USA PATRIOT Act of 2001, and related regulations, which contain AML and financial transparency provisions and which require implementation of an AML compliance program, including processes for verifying client identification and monitoring client transactions and detecting and reporting suspicious activities. AML laws outside the U.S. contain similar requirements. We have implemented policies, procedures and internal controls that are designed to promote compliance with applicable AML laws and regulations. AML laws and regulations applicable to our operations may be more stringent than similar requirements applicable to our non-regulated competitors or financial institutions principally operating in other jurisdictions. Compliance with applicable AML and related requirements is a common area of review for financial regulators, and any failure by us to comply with these requirements could result in fines, penalties, lawsuits, regulatory sanctions, difficulties in obtaining governmental approvals, restrictions on our business activities or harm to our reputation. In 2015, we entered into a written agreement with the Federal Reserve and the Massachusetts Division of Banks relating to deficiencies identified in our compliance programs with the requirements of the Bank Secrecy Act, AML regulations and U.S. economic sanctions regulations promulgated by OFAC. As part of this agreement, we have been required to, among other things, implement improvements to our compliance programs. If we fail to comply with the terms of the written agreement, we may become subject to fines and other regulatory sanctions, which may have a material adverse effect on us. Deposit Insurance 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 FDIC- insured depository institutions. The FDIC assesses DIF premiums based on an insured depository institution's average consolidated total assets, less the average tangible equity of the insured depository institution during the assessment period. For larger institutions, such as State Street Bank, assessments are determined based on regulatory ratings and forward- looking financial measures to calculate the assessment rate, which is subject to adjustments by the FDIC, and the assessment base. The FDIC is required to determine whether and to what extent adjustments to the assessment base are appropriate for “custody banks" that satisfy specified institutional eligibility criteria. The FDIC has concluded that certain liquid assets could be excluded from the deposit insurance assessment base of custody banks. This has the effect of reducing the amount of DIF insurance premiums due from custody banks. State Street Bank qualifies as a custody bank for this purpose. The custody bank assessment adjustment may not exceed total transaction account deposits identified by the institution as being directly linked to a fiduciary or custody and safekeeping asset. Prompt Corrective Action The FDIC Improvement Act of 1991 requires the appropriate federal banking regulator to take “prompt corrective action” with respect to a depository institution if that institution does not meet certain capital adequacy standards, including minimum capital ratios. While these regulations apply only to banks, such as State Street Bank, the Federal Reserve is authorized to take appropriate action against a parent bank holding company, such as our Parent Company, based on the under-capitalized status of any banking subsidiary. In certain instances, we would be required to guarantee the performance of a capital restoration plan if one of our banking subsidiaries were undercapitalized. Support of Subsidiary Banks Under Federal Reserve regulations, a bank holding company such as our Parent Company is required to act as a source of financial and managerial strength to its banking subsidiaries. This requirement was added to the Federal Deposit Insurance Act by the State Street Corporation | 16 Dodd-Frank Act. This means that we have a statutory obligation to commit resources to State Street Bank and any other banking subsidiary in circumstances in which we otherwise might not do so absent such a requirement. 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. In Insolvency of an Depository Institution Insured U.S. Subsidiary If the FDIC is appointed the conservator or receiver of an FDIC-insured U.S. subsidiary depository institution, such as State Street Bank, upon its insolvency or certain other events, the FDIC has the ability to transfer any of the depository institution’s assets and liabilities to a new obligor without the approval of the depository institution’s creditors, enforce the terms of the depository institution’s contracts pursuant to their terms or repudiate or disaffirm contracts or leases to which the depository institution is a party. Additionally, the claims of holders of deposit liabilities and certain claims for administrative expenses against an insured depository institution would be afforded priority over other general unsecured claims against such an institution, including claims of debt holders of the institution and, under current interpretation, depositors in non-U.S. branches and offices, in the liquidation or other resolution of such an institution by any receiver. As a result, such persons would be treated differently from and could receive, if anything, substantially less than the depositors in U.S. offices of the depository institution. 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 for securities, changes 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. in reserve requirements CYBER RISK MANAGEMENT In October 2016, the Federal Reserve, FDIC and OCC issued an advance notice of proposed rulemaking regarding enhanced cyber risk management standards, which would apply to a wide range of large financial expand standards would institutions and their third-party service providers, including us and our banking subsidiaries. The existing proposed cybersecurity regulations and guidance to focus on cyber risk governance and management; management of internal and external dependencies; and incident response, cyber resilience and situational awareness. In addition, the proposal contemplates more stringent standards for institutions with systems that are critical to the financial sector. risk Further discussion of cyber security management is provided in "Information Technology Risk Management" included in our Management's Discussion and Analysis in this Form 10-K. STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES The following information, included under Items 6, 7 and 8 in 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 income and interest expense for each major category of interest-earning assets and interest-bearing liabilities. “Investment Securities” section included in our Management's Discussion and Analysis (Item 7) and Note 3, “Investment Securities,” to the consolidated financial statements (Item 8) - disclose information regarding book values, market values, maturities and weighted-average yields of securities (by category). “Loans and Leases” section included in our Management’s Discussion and Analysis (Item 7) and Note 4, “Loans and Leases,” to the consolidated financial statements (Item 8) - disclose our policy for placing loans and leases on non-accrual status and distribution of loans, loan maturities and sensitivities of loans to changes in interest rates. “Loans and Leases” and “Cross-Border Outstandings” sections of Management’s Discussion and Analysis (Item 7) - disclose information regarding our cross-border outstandings and other loan concentrations. “Credit Risk Management” section included in Management’s Discussion and Analysis (Item 7) and Note 4, “Loans and Leases,” to the consolidated financial statements (Item 8) - present the allocation of the allowance for loan and lease losses, and a description of factors which influenced management’s State Street Corporation | 17 judgment in determining amounts of additions or reductions to the allowance, if any, charged or credited to results of operations. “Distribution of Average Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest - discloses deposit Differential” information. (Item 8) table Note 8, the consolidated financial statements (Item 8) - discloses information regarding our short-term borrowings. “Short-Term Borrowings,” to ITEM 1A. RISK FACTORS Forward-Looking Statements This Form 10-K, as well as other reports and proxy materials submitted by us under the Securities Exchange Act of 1934, registration statements filed by us under the Securities Act of 1933, our annual report to shareholders and other public statements we may make, may contain statements (including statements in our Management's Discussion and Analysis included in such reports, as applicable) that are considered “forward-looking statements” within the meaning of U.S. securities laws, including statements about our goals and expectations regarding our business, financial and capital condition, results of operations, and portfolio transformation performance, dividend and stock purchase programs, outcomes of legal proceedings, market growth, acquisitions, joint ventures and divestitures, client technologies, services and growth and new opportunities, as well as industry, governmental, regulatory, economic and market trends, initiatives and developments, the business environment and other matters that do not relate strictly to historical facts. investment strategies, initiatives, savings cost Terminology such as “plan,” “expect,” “intend,” “objective,” “forecast,” “outlook,” “believe,” “priority,” “anticipate,” “estimate,” “seek,” “may,” “will,” “trend,” “target,” “strategy” and “goal,” or similar statements or variations of such terms, are intended to identify forward-looking statements, although not all forward- looking statements contain such terms. to Forward-looking statements are subject 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 U.S. and global economies, regulatory environment and the equity, debt, currency and other financial markets, as well as factors specific to State Street and its subsidiaries, including State Street Bank. Factors that could cause changes in the expectations or assumptions on which forward-looking statements are based cannot be foreseen with certainty and include, but are not limited to: • • • • • • • the financial strength of the counterparties with which we or our clients do business and to which we have investment, credit or financial exposures or to which our clients have such exposures as a result of our acting as agent, including as an asset manager or securities lending agent; increases in the volatility of, or declines in the level of, our NII, changes in the composition or valuation of the assets recorded in our consolidated statement of condition (and our ability to measure the fair value of investment securities) and changes in the manner in which we fund those assets; the volatility of servicing fee, management fee, trading fee and securities finance revenues due to, among other factors, the value of equity and fixed-income markets, market interest and foreign exchange rates, the volume of client transaction activity, competitive pressures in the investment servicing and asset management industries, and the timing of revenue recognition with respect to processing fees and other revenues; the liquidity of the U.S. and international securities markets, particularly the markets for fixed-income securities and inter-bank credits; the liquidity of the assets on our balance sheet and changes or volatility in the sources of such funding, particularly the deposits of our clients; and demands upon our liquidity, including the liquidity demands and requirements of our clients; the level and volatility of interest rates, the valuation of the U.S. dollar relative to other currencies in which we record revenue or accrue expenses and the performance and volatility of securities, credit, currency and other markets in the U.S. and internationally; and the impact of monetary and fiscal policy in the U.S. and internationally on prevailing rates of interest and currency exchange rates in the markets in which we provide services to our clients; in our the securities the credit quality, credit-agency ratings and fair investment values of securities portfolio, a deterioration or downgrade of which could lead to other-than-temporary impairment of such securities and the recognition in our consolidated loss of an statement of income; impairment our ability to attract deposits and other low-cost, short-term funding; our ability to manage the level and pricing of such deposits and the relative portion of our deposits that are determined to be operational under regulatory guidelines; and our ability to deploy deposits in a profitable manner consistent with our liquidity needs, regulatory requirements and risk profile; State Street Corporation | 18 • • • and testing resolution the manner and timing with which the Federal Reserve and other U.S. and non-U.S. regulators implement or reevaluate the regulatory framework applicable to our operations (as well as changes to that framework), including implementation or modification of the Dodd-Frank Act and related planning stress requirements, implementation of international standards applicable to financial institutions, such as those proposed by the Basel Committee and European legislation (such as UCITS V, the Money Market Fund Regulation and MiFID II / MiFIR); among other consequences, these regulatory changes impact the levels of regulatory capital, long-term debt and liquidity we must maintain, acceptable levels of credit exposure to third parties, margin to derivatives, restrictions on banking and financial activities and the manner in which we structure and implement our global operations and servicing relationships. In addition, our regulatory posture and related expenses have been and will continue to be affected by heightened standards and changes in regulatory expectations for global institutions systemically applicable risk liquidity and capital planning, management, resolution planning and compliance programs, as well as changes in governmental enforcement approaches to perceived failures to comply with regulatory or legal obligations; requirements applicable to, among other important financial things, adverse changes in the regulatory ratios that we are, or will be, required to meet, whether arising under the Dodd-Frank Act or implementation of international standards applicable to financial institutions, such as those proposed by the Basel Committee, or due to changes in regulatory positions, practices or regulations in jurisdictions in which we engage in banking activities, including changes in internal or external data, formulae, models, assumptions or other advanced systems used in the calculation of our capital or liquidity ratios that cause changes in those ratios as they are measured from period to period; requirements to obtain the prior approval or non- objection of the Federal Reserve or other U.S. and non-U.S. regulators for the use, allocation or distribution of our capital or other specific capital actions or corporate activities, including, without limitation, in subsidiaries, dividends and stock repurchases, without which our growth plans, distributions to shareholders, share repurchase programs or other capital or corporate initiatives may be restricted; acquisitions, investments • changes in law or regulation, or the enforcement of law or regulation, that may adversely affect our • • • • • • business activities or those of our clients or our counterparties, and the products or services that we sell, including, without limitation, additional or increased taxes or assessments thereon, capital adequacy requirements, margin requirements and changes that expose us to risks related to the adequacy of our controls or compliance programs; economic or financial market disruptions in the U.S. or internationally, including those which may result from recessions or political instability; for example, the U.K.'s exit from the European Union or actual or potential changes in trade policy, such as tariffs or bilateral and multilateral trade agreements; our ability to create cost efficiencies through changes in our operational processes and to further digitize our processes and interfaces with our clients, any failure of which, in whole or in part, may among other things, reduce our competitive position, diminish the cost-effectiveness of our systems and processes or provide an insufficient return on our associated investment; our ability to promote a strong culture of risk management, operating controls, compliance oversight, ethical behavior and governance that meets our expectations and those of our clients and our regulators, and the financial, regulatory, reputational and other consequences of our failure to meet such expectations; the impact on our compliance and controls enhancement programs associated with the appointment of a monitor under the deferred prosecution agreement with the DOJ and compliance consultant appointed under a settlement with the SEC, including the potential for such monitor and compliance consultant to require changes to our programs or to identify other issues that require substantial expenditures, changes in our operations, payments to clients or reporting to U.S. authorities; the results of our review of our billing practices, including additional findings or amounts we may be required to reimburse clients, as well as potential consequences of such review, including damage to our client relationships or our reputation and adverse actions or penalties imposed by governmental authorities; technology; our ability to expand our use of technology to enhance the efficiency, accuracy and reliability of our operations and our dependencies on and information consolidate systems, particularly those relying upon older to adequately incorporate resiliency and business continuity into our systems management; to implement robust management processes into our technology development and maintenance programs; and to technology, and replace to State Street Corporation | 19 control risks related to use of technology, including cyber-crime and inadvertent data disclosures; our ability to address threats to our information technology infrastructure and systems (including those of our third-party service providers), the effectiveness of our and our third party service providers' efforts to manage the resiliency of the systems on which we rely, controls regarding the access to, and integrity of, our and our clients' data, and complexities and costs of protecting the security of such systems and data; the results of, and costs associated with, governmental or inquiries and litigation and similar claims, investigations, disputes, or civil or criminal proceedings; regulatory changes or potential changes in the amount of compensation we receive from clients for our services, and the mix of services provided by us that clients choose; the large institutional clients on which we focus are often able to exert considerable market influence and have diverse investment activities, and this, combined with strong competitive market forces, subjects us to significant pressure to reduce the fees we charge, to potentially significant changes in our AUC/A or our AUM in the event of the acquisition or loss of a client, in whole or in part, and to potentially significant changes in our revenue in the event a client re-balances or changes investment approach, re-directs assets to lower- or higher-fee asset classes or changes the mix of products or services that it receives from us; its the potential investments in sponsored investment funds; losses arising for from our the possibility that our clients will incur substantial losses in investment pools for which we act as agent, the possibility of significant reductions in the liquidity or valuation of assets underlying those pools and the potential that clients will seek to hold us liable for such losses; and the possibility that our clients or regulators will assert claims that our fees, with respect to such investment products, are not appropriate; our ability to anticipate and manage the level and timing of redemptions and withdrawals from our collateral pools and other collective investment products; the credit agency ratings of our debt and depositary obligations and investor and client perceptions of our financial strength; adverse publicity, whether specific to us 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 • • • • • • • • • • • • • • • • • • intellectual property rights, protect our 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; changes or potential changes to the competitive environment, due things, regulatory and technological changes, the effects of industry consolidation and perceptions of us, as a suitable service provider or counterparty; to, among other our ability to complete acquisitions, joint ventures and divestitures, including, without limitation, our ability to obtain regulatory approvals, the ability to arrange financing as required and the ability to satisfy closing conditions; the risks that our acquired businesses, including, without limitation, our acquisition of Charles River Development, and joint ventures will not achieve their anticipated financial, operational and product innovation benefits or will not be integrated successfully, or that the integration will take longer than anticipated; that expected synergies will not be achieved or unexpected negative synergies or liabilities will be experienced; that client and deposit retention goals will not be met; that other regulatory or operational challenges will be the experienced; and transaction will harm our relationships with our clients, our employees or regulators; that disruptions from to ability our integrate Charles River Development's front office software solutions with our middle and back office capabilities to develop a front-to-middle-to-back office platform that is competitive, generates revenues in line with our expectations and meets our clients' requirements; trends and profitable our ability to recognize evolving needs of our clients and to develop products that are responsive to such 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; to us; our ability to grow revenue, manage expenses, attract and retain highly skilled people and raise the capital necessary to achieve our business goals and comply with regulatory requirements and expectations; changes in accounting standards and practices; and the impact of the U.S. tax legislation enacted in 2017, and changes in tax legislation and in the interpretation of existing tax laws by U.S. and non- U.S. tax authorities that affect the amount of taxes due. State Street Corporation | 20 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 our expectations or assumptions as of any time subsequent to the time this Form 10-K is filed with the SEC. We undertake no obligation to revise our forward-looking statements after the time they are made. The factors discussed herein are not intended to be a complete statement of all risks and uncertainties that may affect our businesses. We cannot anticipate all developments that may adversely affect our business or operations or our consolidated results of operations, financial condition or cash flows. Forward-looking statements should not be viewed as predictions, and should not be the primary basis on which investors evaluate State Street. Any investor in State Street should consider all risks and uncertainties disclosed in our SEC filings, including our filings under the Securities Exchange Act of 1934, in particular our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K, or registration statements filed under the Securities Act of 1933, all of which are accessible on the SEC's website at www.sec.gov or on the “Investor Relations” section of our corporate website at www.statestreet.com. Risk Factors In the normal course of our business activities, we are exposed to a variety of risks. The following is a discussion of risk factors applicable to us. Additional information about our risk management framework is included under “Risk Management” in Management’s Discussion and Analysis in this Form 10-K. Additional risks beyond those described in our Management's Discussion and Analysis or in the following discussion may apply to our activities or operations as currently conducted, or as we may conduct them in the future, or in the markets in which we operate or may in the future operate. Credit and Counterparty, Liquidity and Market Risks financial We assume significant credit risk to counterparties, many of which are major financial institutions. These other counterparties may also have substantial financial dependencies with other financial institutions and sovereign entities. These credit exposures and concentrations could expose us to financial loss. institutions and The financial markets are characterized by extensive interdependencies among numerous parties, including banks, central banks, broker/dealers, insurance companies and other financial institutions. These financial institutions also include collective investment funds, such as mutual funds, UCITS and hedge funds that share these interdependencies. Many financial institutions, including collective investment funds, also hold, or are exposed to, loans, sovereign debt, fixed-income securities, derivatives, counterparty and other forms of credit risk in amounts that are material to their financial condition. As a result of our own business practices and these interdependencies, we and many of our clients have concentrated counterparty exposure to other financial institutions and collective investment funds, particularly large and complex institutions, sovereign issuers, mutual funds, UCITS and hedge funds. Although we have procedures individual and aggregate for monitoring both counterparty risk, significant individual and aggregate counterparty exposure is inherent in our business, as our focus is on servicing large institutional investors. In the normal course of our business, we assume concentrated credit risk at the individual obligor, counterparty or group level. Such concentrations may be material and can often exceed 10% of our consolidated total shareholders' equity. Our material counterparty exposures change daily, and the counterparties or groups of related counterparties to which our risk exposure exceeds 10% of our consolidated total shareholders' equity are also variable during any reported period; however, our largest exposures tend to be to other financial institutions. Concentration of counterparty exposure presents significant risks to us and to our clients because the failure or perceived weakness of our counterparties (or in some cases of our clients' counterparties) has the potential to expose us to risk of financial loss. Changes in market perception of the financial strength of particular financial institutions or sovereign issuers can occur rapidly, are often based on a variety of factors and are difficult to predict. This was observed during the financial crisis that began in 2007-2008, when economic, market, political and other factors contributed to the perception of many financial institutions and sovereign issuers as being less credit worthy. This led to credit downgrades of numerous large U.S. and non-U.S. financial institutions and several sovereign issuers (which exposure stressed the perceived creditworthiness of financial institutions, many of which invest in, accept collateral in the form of, or value other transactions based on the debt or other securities issued by sovereigns) and substantially reduced value and liquidity in the market for their credit instruments. These or other factors could again contribute to similar consequences or other market risks associated with reduced levels of liquidity. As a result, we may be exposed to increased counterparty risks, either resulting from our role as principal or because of commitments we make in our capacity as agent for some of our clients. State Street Corporation | 21 Additional areas where we experience exposure to credit risk include: • Short-term credit. The degree of client demand for short-term credit tends to increase during periods of market turbulence, which may expose us to further counterparty- related risks. For example, investors in collective investment vehicles for which we act as custodian may experience significant redemption activity due to adverse market or economic news. Our relationship with our clients and the nature of the settlement process for some types of payments may result in the extension of short- term credit in such circumstances. We also provide committed lines of credit to support such activity. For some types of clients, we provide credit to allow them to leverage their portfolios, which may expose us to potential loss if the client experiences investment losses or other credit difficulties. • These industries, industry or country 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 level. This concentration risk also applies to groups of unrelated counterparties that may have similar investment strategies involving one or more regions, or other particular characteristics. unrelated counterparties may concurrently experience adverse effects to their performance, liquidity or reputation due to events or other factors affecting such investment strategies. Though potentially not material individually (relative to any one such counterparty), our credit exposures to such a group of counterparties could expose us to a single market or political event or a correlated set of events that, in the aggregate, could have a material adverse impact on our business. • Subcustodian risks. Our use of unaffiliated subcustodians exposes us to credit risk, in addition to other risks, such as operational risk, dependencies on credit extensions and risks of the legal systems of the jurisdictions in which the subcustodians operate, each of which may be material. Our operating model exposes us to risk of unaffiliated sub-custodians to a degree greater than some of our competitors who have banking operations in more jurisdictions than us. Our sub-custodians operate in all invest, in which our clients jurisdictions including emerging and other underdeveloped markets that entail heightened risks. These risks are amplified due to changing regulatory requirements with respect to our financial exposures in the event those subcustodians are unable to return a client’s assets, including, in some regulatory regimes, such as the E.U.'s UCITS V directive, requirements that we be responsible for resulting losses suffered by our clients. We may agree to similar or more stringent standards with clients that are not subject to such regulations. • Settlement risks. We are exposed to settlement risks, particularly in our payments and foreign exchange activities. Those activities may lead to extension of credit and consequent losses in the event of a counterparty breach, failure to provide credit extensions or an operational error. Due to our membership in several industry clearing or settlement exchanges, we may be required to guarantee obligations and liabilities, or provide financial support, in the event that other members do not honor their obligations or default. Moreover, not all of our counterparty exposure is secured, and even when our exposure is secured, the realizable value of the collateral may have declined by the time we exercise our rights against that collateral. This risk may be particularly acute if we are required to sell the collateral into an illiquid or temporarily-impaired market or with respect to clients protected by sovereign immunity. We are exposed to risk of short-term credit or overdraft of our clients in connection with the process to facilitate settlement of trades and related foreign exchange activities, particularly when contractual settlement has been agreed with our clients. The occurrence of overdrafts at peak volatility could create significant credit exposure to our clients depending upon the value of such clients' collateral at the time. the proceeds of lending program, we • Securities lending and repurchase agreement indemnification. On behalf of clients enrolled in our securities 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 disposition of the collateral recalled from the borrower in connection with such transaction. We also lend and borrow securities as riskless principal, and those transactions receive a security interest in securities held by the borrowers in their securities portfolios and advance cash or securities as collateral to securities lenders. Borrowers are generally required to provide collateral equal to a contractually agreed percentage equal to or in excess of the fair market value of the loaned securities. As the fair market value of the loaned securities or in connection with State Street Corporation | 22 from these securities or collateral changes, additional collateral is provided by the borrower or collateral is returned to the borrower. In addition, our lending clients often agency securities purchase securities or other financial instruments 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 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 the repurchase arrangements these 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. if • Stable value arrangements. We enter into stable value wrap derivative contracts with unaffiliated stable value funds that allow a stable value fund to provide book value coverage to its participants. During the financial crisis, the book value of obligations under many of these contracts exceeded the market value of the underlying portfolio holdings. Concerns regarding the portfolio of investments protected by such contracts, or regarding the investment manager overseeing such an investment option, may result in redemption demands from stable value products covered by benefit- responsive contracts at a time when the portfolio's market value is less than its book value, potentially exposing us to risk of loss. • U.S. municipal obligations remarketing credit in facilities. We provide credit connection with the remarketing of U.S. municipal obligations, potentially exposing us to credit exposure to the municipalities issuing such bonds and contingent liquidity risk. facilities • Senior secured bank loans. In recent years, we have increased our investment in senior secured bank loans, both in the U.S. and in Europe. We invest in these loans to non- through investment borrowers grade participation in loan syndications in the non- investment grade lending market. We rate these loans as "speculative" under our internal risk-rating framework, and these loans have significant exposure to credit losses relative to higher-rated loans. We are therefore at a higher risk of default with respect to these investments relative to other of our investments activities. In addition, unlike other financial institutions that may have an active role in managing individual loan compliance, our investment in these loans is generally as a passive investor with limited control. As this portfolio grows and becomes more seasoned, our allowance for loan losses related to these loans may increase through additional provisions for credit losses. • Commercial Real Estate. We have recently launched an initiative financing commercial and multi-family properties, which serve as collateral for our loans. Although collateralized, these loans may become under-secured if the value of the collateral was over-estimated or changes. Loan payments are dependent on the successful operation and management of the underlying collateral property to generate sufficient cash flow to repay the loan in a timely fashion. A material decline in real estate markets or economic conditions could negatively property performance, which could adversely impact timely loan repayment, which may result in increased provision for losses on loans, and actual losses, either of which would have an adverse impact on our net income. We seek to minimize these risks by maintaining lending policies and procedures and underwriting standards, however, there can be no assurance that these will protect us from credit-related losses or delinquencies. impact value or • Unavailability of netting. We are generally not able to net exposures across counterparties that are affiliated entities and may not be able in all circumstances to net exposures to the same legal entity across multiple products. As a consequence, we may incur a loss in relation to one entity or product even though our exposure to an entity's affiliates or across product types is over-collateralized. In some cases, for example in our securities finance and foreign exchange activities, we are able to enter into netting agreements that allow us to net offsetting exposures and payment obligations against one another. In the event we become unable, due to operational constraints, actions by in accounting law or regulation (or related principles, interpretations) or other factors, to net some or all of our offsetting exposures and payment regulators, changes State Street Corporation | 23 obligations under those agreements, we would be required to gross up our assets and liabilities on our statement of condition and our calculation of RWA, accordingly. This would result in a potentially material increase in our regulatory ratios, including LCR, and present increased credit, liquidity, asset-and-liability management and operational risks, some of which could be material. Under evolving regulatory restrictions on credit exposure we may be required to limit our exposures to specific issuers or counterparties or groups of counterparties, including, without limitation, financial institutions and sovereign issuers, to levels that we may currently exceed. These credit exposure restrictions under such evolving regulations have and may further adversely affect certain of our businesses, may require that we expand our credit exposure to a broader range of issuers and counterparties, including issuers and counterparties that represent increased credit risk and may require that we modify our operating models or the policies and practices we use to manage our consolidated statement of condition. The effects of these considerations may increase when evaluated under a stressed environment in stress testing, including CCAR. In addition, we are an adherent to the ISDA 2015 Universal Resolution Stay Protocol and as such are subject to restrictions against the exercise of rights and remedies against fellow adherents, including, without limitation, other major financial institutions, in the event they or an affiliate of theirs enters into resolution. Although our overall business is subject to these factors, several of our activities are particularly sensitive to them including, without limitation, our currency trading business and our securities finance business. Given the limited number of strong counterparties in the current market, we are not able to mitigate all of our and our clients' counterparty credit risk. Our investment securities portfolio, consolidated financial condition and consolidated results of operations could be adversely affected by changes in market factors including, without limitation, interest rates, credit spreads and credit performance. Our investment securities portfolio represented approximately 36% of our total assets as of December 31, 2018. The gross interest income associated with our investment portfolio represented approximately 13% of our total gross revenue for the year ended December 31, 2018 and has represented as much as 31% of our total gross revenue in the fiscal years since 2007. As such, our consolidated financial condition and results of operations are materially exposed to the risks associated with our investment portfolio, including, without limitation, changes in interest rates, credit (including, without spreads, credit performance limitation, risk of default), credit ratings, our access to liquidity, foreign exchange markets and mark- to-market valuations, and our ability to profitably manage changes in repayment rates of principal with respect to our portfolio securities. Despite recent increases to interest rates in the U.S., the continued low interest rate environment that has persisted since the financial crisis began in mid-2007 limits our ability to achieve a NIM consistent with our historical averages. Any further increases in interest rates in the U.S. have the potential to improve NII and NIM over time. However, any such improvement could be mitigated due to a greater disparity between interest rates in the U.S. and international markets, especially to the extent that interest rates remain low in Europe and Japan. Higher interest rates could also reduce mark-to-market valuations further. In addition, recently introduced regulatory liquidity standards, such as the LCR, require that we maintain minimum levels of HQLA in our investment portfolio, which generally generate lower rates of return than other investment assets. This has resulted in increased levels of HQLA as a percentage of our investment portfolio and an associated negative impact on our NII and our NIM. As a result we may not be able to attain our historical levels of NII and NIM. For additional liquidity requirements, refer to the “Liquidity Coverage Ratio and Net Stable Funding Ratio” section of “Supervision and Regulation” in 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 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. information regarding these 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 11% of our total assets as of December 31, 2018), in comparison to many other major financial institutions. In some respects, the accounting and regulatory treatment of less investment securities portfolio may be our favorable to us than a more traditional held-for- investment lending portfolio. For example, under the Basel III final rule, after-tax changes in the fair value of AFS investment securities, such as those which represent a majority of our investment portfolio, are included in tier 1 capital. Since loans held for investment are not subject to a fair value accounting framework, changes in the fair value of loans (other than incurred credit the determination of tier 1 capital under the Basel III final rule. Due to this differing treatment, we may experience increased variability in our tier 1 capital relative to other loan-and-lease institutions whose financial major their portfolios represent a losses) are not similarly larger proportion of included in State Street Corporation | 24 consolidated total assets than ours. Additional risks associated with our investment portfolio include: • Asset class concentration. Our investment portfolio continues to have significant concentrations in several classes of securities, including, without limitation, agency residential MBS, commercial MBS and other ABS, and securities with concentrated exposure to consumers. These classes and types of securities experienced significant liquidity, valuation and credit quality deterioration during the financial crisis that began in mid-2007. We also hold non-U.S. MBS and ABS with exposures to European countries, whose sovereign-debt markets have experienced increased stress at times since 2011 and may continue to experience stress in the future. For further information, refer to the risk factor titled “Our businesses have significant European operations, and disruptions in European economies could have an adverse effect on our consolidated results of operations or financial condition". Further, we hold a portfolio of U.S. state and municipal bonds, the value of which may be affected by the budget deficits that a number of states and municipalities currently face, resulting in risks associated with this portfolio. • Effects of market conditions. If market conditions deteriorate, our investment portfolio could experience a decline in market value, whether due to a decline in liquidity or an increase in the yield required by investors to hold such securities, regardless of our credit view of our portfolio holdings. For example, we recorded significant losses not related to credit in connection with the consolidation of our off- balance sheet asset-backed commercial paper conduits in 2009 and the repositioning of our investment portfolio in 2010. In addition, in general, deterioration in credit quality, or in management's expectations changes in or regarding management's to hold investment securities to maturity, in each case with respect to our portfolio holdings, could result in OTTI. Similarly, if a material portion of our investment portfolio were credit deterioration, our capital ratios as calculated pursuant to the Basel III final rule could be adversely affected. This risk is greater with portfolios of investment securities that contain credit risk than with holdings of U.S. Treasury securities. experience repayment timing intent to • Effects of interest rates. Our investment portfolio is further subject to changes in both U.S. and non-U.S. (primarily in Europe) interest rates, and could be negatively affected by changes in those rates, whether or not expected. This is particularly true in the case of a quicker-than-anticipated increase in interest rates, which would decrease market values in the near-term, or monetary policy that results in persistently low or negative rates of interest on certain investments. The latter has been the case, for example, with respect to ECB monetary policy, including negative interest rates in some jurisdictions, with associated negative effects on our investment portfolio reinvestment, NII and NIM. The effect on our NII has been exacerbated by the effects in recent fiscal years of the strong U.S. dollar relative to other currencies, particularly the Euro. If European interest rates remain low or decrease and the U.S. dollar strengthens relative to the Euro, the negative effects on our NII likely will continue or increase. The overall level of NII can also be impacted by the size of our deposit base, as further increases in interest rates could lead to reduced deposit levels and also lower overall NII. Further, a reduction in deposit levels could increase the requirements under the regulatory liquidity standards requiring us to invest a greater proportion of our investment portfolio holdings in HQLA that have lower yields than other investable assets. See also, “Our business activities expose us to interest rate risk” in this section. Our business activities expose us to interest rate risk. interest-earning assets and 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 NII and NIM are affected by among other things, the levels of interest rates in global markets, changes in the relationship between short- and long-term interest rates, the direction and speed of interest rate changes and the asset and liability spreads relative to the currency and geographic mix of interest-bearing our liabilities. These factors are influenced, among other things, by a variety of economic and market forces and expectations, including, without limitation, monetary policy and other activities of central banks, such as the Federal Reserve and ECB, that we do not control. Our ability to anticipate changes in these factors or to hedge the related on- and off-balance sheet exposures, and the cost of any such hedging activity, can significantly influence the success of our asset-and-liability management activities and the resulting level of our NII and NIM. The impact of changes in interest rates and related factors will depend on the relative duration and fixed- or floating-rate nature of our assets and liabilities. Sustained lower interest rates, a flat or inverted yield State Street Corporation | 25 curve and narrow credit spreads generally have a constraining effect on our NII. In addition, our ability to change deposit rates in response to changes in interest rates and other market and related factors is limited by client relationship considerations. For additional information about the effects on interest rates on our business, refer to the Market Risk Management section, "Asset-and-Liability Management Activities" in our Management's Discussion and Analysis in this Form 10- K. If we are unable to effectively manage our liquidity, including by continuously attracting deposits and other short-term funding, our consolidated financial condition, including our regulatory capital ratios, our consolidated results of operations and our business prospects, could be adversely affected. Liquidity management, including on an intra-day basis, is critical to the management of our consolidated statement of condition and to our ability to service our client base. We generally use our liquidity to: • meet clients' demands for return of their deposits; • • extend credit to our clients in connection with our investor services businesses; and fund the pool of long- and intermediate-term assets that are included in the investment securities carried in our consolidated statement of condition. Because the demand for credit by our clients, particularly settlement related extensions of credit, is difficult to predict and control, and may be at its peak at times of disruption in the securities markets, and because the average maturity of our investment securities 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 NII but have adversely affected our NIM. In managing our liquidity, our primary source of short-term funding is client deposits, which are predominantly by transaction-based institutional investors. Our ability to continue to attract these deposits, and other short-term funding sources such as certificates of deposit, is subject to variability based on a number of factors, including, without limitation, 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 deposits alternative short-term investments available to our clients, including, without limitation, the capital markets, and the classification of certain deposits for regulatory purposes and related discussions we may have from time to time with clients regarding better balancing our clients' cash management needs with our economic and regulatory objectives. The Parent Company is a non-operating holding company and generally maintains only limited cash and other liquid resources at any time primarily to meet anticipated near-term obligations. To effectively manage our liquidity we routinely transfer assets among affiliated entities, subsidiaries and branches. Internal or external factors, such as regulatory requirements and standards, including, without limitation, resolution planning, influence our liquidity management and may limit our ability to effectively transfer liquidity internally which could, among other things, restrict our ability to fund operations, dividends or stock repurchases, require us to seek external and potentially more costly capital and impact our liquidity position. In addition, while not obligations of ours, the investment products that we manage for third parties may be exposed to liquidity risks. These products may be funded on a short-term basis, or the clients participating in these products may have a right to the return of cash or assets on limited notice. These business activities include, among others, securities finance collateral pools, money market and other short- term investment funds and liquidity facilities utilized in connection with municipal bond programs. If clients demand a return of their cash or assets, particularly on limited notice, and these investment pools do not have the liquidity to support those demands, we could be forced to sell investment securities held by these asset pools at unfavorable prices, damaging our reputation as an asset manager and potentially exposing us to claims related to our management of the pools. The availability and cost of credit in short-term markets are highly dependent on the markets' perception of our liquidity and creditworthiness. Our efforts to monitor and manage our liquidity risk, including on an intra-day basis, may not be successful or sufficient to deal with dramatic or unanticipated changes in the global securities markets or other event- driven reductions in liquidity. As a result of such events, among other things, our cost of funds may increase, thereby reducing our NII, or we may need to dispose of a portion of our investment securities portfolio, which, depending on market conditions, could result in a loss from such sales of investment securities being recorded in our consolidated statement of income. State Street Corporation | 26 to return capital Our business and capital-related activities, including our ability to shareholders and repurchase our capital stock, may be adversely affected by our implementation of regulatory capital and liquidity standards that we must meet or in the event our capital plan or post- to be stress capital ratios are determined insufficient as a result of regulatory capital stress testing. Basel III and Dodd-Frank Act We are required to calculate our risk-based capital ratios under both the Basel III advanced approaches and the Basel III standardized approach, and we are subject to the more stringent of the risk-based capital ratios calculated under the advanced approaches and those calculated under the standardized approach in the assessment of our capital adequacy. In implementing various aspects of these capital regulations, we are making interpretations of the regulatory intent. The Federal Reserve may determine that we are not in compliance with the capital rules and may require us to take actions to come into compliance that could adversely affect our business operations, our regulatory capital structure, our capital ratios or our financial performance, or otherwise restrict our growth plans or strategies. In addition, banking regulators could change the Basel III final rule or their interpretations as they apply to us, including, without limitation, changes to 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. interpretations made these standards or Along with the Basel III final rule, banking regulators also introduced additional requirements, such as the SLR, LCR and the proposed NSFR, each of which presents compliance risks. For example, the specification of the various elements of the NSFR in the final rule could have a material effect on our business activities, including, without limitation, the management and composition of our investment securities portfolio and our ability to extend credit through committed facilities, loans to our clients or our principal securities lending activities. In addition, further capital and liquidity requirements are under consideration by U.S. and international banking regulators. Any of these rules could have a material effect on our capital and liquidity planning and related activities, including, without limitation, the management and composition of our investment securities portfolio and our ability to extend committed contingent credit facilities to our clients. The full effects of these rules, and of other regulatory initiatives related to capital or liquidity, on us 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 Basel III final rule. For example, we are subject to the Federal Reserve's final rules on the implementation of capital surcharges for U.S. G-SIBs, and on TLAC, LTD and clean holding company requirements for U.S. G-SIBs which we refer to as the "TLAC final rule". For additional information on these requirements, refer to the “Regulatory Capital Adequacy and Liquidity Standards” section under “Supervision and Regulation” in Business in this Form 10-K. Not all of our competitors have similarly been designated as systemically important nor are all of them subject to the same degree of regulation as a bank or financial holding company, and therefore some of our competitors are not subject to the same additional capital requirements. Comprehensive Capital Analysis and Review We are required by the Federal Reserve to conduct periodic stress testing of our business operations and to develop an annual capital plan as part of the Federal Reserve's CCAR process. That process, the severity and other characteristics of which may evolve from year-to-year, is used by the Federal Reserve to evaluate our management of capital, the adequacy of our regulatory capital and the requirement for us to maintain capital above our minimum regulatory capital requirements under stressed economic conditions. The results of the CCAR process are difficult to predict due, among other things, to the Federal Reserve's use of proprietary stress models that differ from our internal models. The amounts of the planned capital actions in our capital plan in any year, including, without limitation, stock repurchases and dividends, may be substantially reduced from the amounts included in prior capital plans. These reductions may reflect changes in one or more different factors, including, without limitation, our business prospects and related capital needs, our capital position, proposed acquisitions or other uses of capital, the models used in our capital planning process, the supervisory models used by the Federal Reserve to stress our balance sheet, the Federal Reserve’s hypothetical economic scenarios for the CCAR process, the Federal Reserve’s CCAR the Federal Reserve’s supervisory expectations for the capital planning process. The Federal Reserve may object to our capital plan or impose conditions on us in connection with a non-objection to our capital plan, or we may decide that we need to adjust our capital plan to avoid an objection by the Federal Reserve. Any of these potential events potentially could require us, as applicable, to revise our stress-testing or capital management approaches, resubmit our capital plan or postpone, cancel or alter our planned capital actions. In addition, changes in our business strategy, merger or acquisition activity or uses instructions and State Street Corporation | 27 of capital could result in a change in our capital plan and its associated capital actions, and may require us to resubmit our capital plan to the Federal Reserve for its non-objection. We are also subject to asset quality reviews and stress testing by the ECB and in the future we may be subject to similar reviews and testing by other regulators. In Our revenues. the event the Federal Reserve may liquidity implementation of capital and requirements, including our capital plan, may not be approved or may be objected to by the Federal Reserve, impose capital and 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 that our consolidated implementation of capital and liquidity requirements under regulatory initiatives or our current capital structure are determined not to conform with current and future capital requirements, our ability to deploy capital in the operation of our business or our ability to distribute capital to shareholders or to repurchase 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, without limitation, 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 regulatory requirements, our ability to deploy capital, our levels of liquidity or our business operations in those jurisdictions may be adversely affected. current and future For additional information about the above matters, refer to “Regulatory Capital Adequacy and Liquidity Standards” section under "Supervision and Regulation" in Business and “Capital” section under "Financial Condition" in our Management's Discussion and Analysis in 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 2018 total fee revenue represented approximately 78% of our total revenue. Fee revenue generated by our Investment Servicing and Investment Management businesses is augmented by foreign exchange trading services, securities finance and processing fees and other revenue. The level of these fees is influenced by several factors, including, without limitation, the mix and volume of our AUC/A and our AUM, the value and type of securities positions held (with respect to assets under custody) and the volume of our clients' portfolio transactions, and the types of products and services used by our clients. For example, reductions in the level of economic and capital markets 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. include In addition, our clients institutional investors, such as mutual funds, collective investment funds, UCITS, hedge funds and other investment pools, corporate and public retirement plans, insurance companies, foundations, endowments and investment managers. Economic, market or other factors that reduce the level or rates of savings in or with those institutions, either through reductions in financial asset valuations or through changes in investor preferences, could materially reduce our fee revenue and have a material adverse effect on our consolidated results of operations. and disruptions Our businesses have significant European in European operations, economies could have an adverse effect on our consolidated results of operations or financial condition. interdependencies among While the European economy continued to expand in 2018, growth moderated from 2017 levels and concerns remain with regard to sovereign debt sustainability, financial institutions and sovereigns, the unwinding of ECB quantitative easing measures and political and other risks, including the rise of populist governments and terrorist threats in one or more European nations. In addition, continued divergence between the pace of monetary tightening in the U.S. and Europe, as well as the weakening of the external environment for Europe, specifically with regard to weaker external trade, have led to increased uncertainty around the sustainability of recent economic progress in Europe. including the potential In addition, the United Kingdom's potential exit from the E.U., or Brexit, and related developments impact on present risks, economic activity in the E.U. and the U.K. and the future relationship between the E.U. and the U.K. and the resulting arrangements around market access for financial services. Given the scope of our European operations, economic or market uncertainty, volatility, illiquidity or disruption resulting from these and related factors could have a material adverse impact on our consolidated results of operations or financial condition. In order to conform to restrictions on activity between the E.U. and the U.K. following Brexit, we are implementing and governance changes to our European businesses, some of which are subject to regulatory approvals or other execution risks. If we experience delays or other organizational, operational State Street Corporation | 28 challenges in implementing these changes, we may incur additional costs or inefficiencies associated with our European activities, client dissatisfaction or other difficulties in executing our regional strategy. Geopolitical and economic conditions and affect us, developments particularly if we face increased uncertainty and unpredictability in managing our businesses. adversely could financial markets can suffer volatility, from Global illiquidity and disruption, substantial particularly as a result of geopolitical disruptions and as global monetary authorities begin to withdraw monetary policy easing measures. If such volatility, illiquidity or disruption were to result in an adverse economic environment in the U.S. or internationally or result in a lack of confidence in the financial stability of major developed or emerging markets, such developments could have an adverse effect on our business, as well as the businesses of our clients and our significant counterparties and could also increase the difficulty and unpredictability of aligning our business strategies, our infrastructure and our operating costs in light of current and future market and economic conditions. These risks could be compounded by tighter monetary conditions, disruptions to free trade and political uncertainty in the U.S. and internationally. Market disruptions can adversely affect our consolidated results of operations if the value of our AUC/A or AUM decline, while the costs of providing the related services remain constant or increase. These factors could reduce the profitability of our asset-based fee revenue and could also adversely affect our transaction-based revenue, such as revenues from securities finance and foreign exchange activities, and the volume of transactions that we execute for or with our clients. Further, the degree of volatility in foreign exchange rates can affect our foreign exchange trading revenue. In general, increased currency volatility tends to increase our market risk but also increases our opportunity to generate foreign exchange revenue. Conversely, periods of lower currency volatility tend to decrease our market risk but also decrease our foreign exchange revenue. In addition, as our business grows globally and a significant percentage of our revenue is earned (and of our expenses paid) in currencies other than U.S. dollars, our exposure to foreign currency volatility could affect our levels of consolidated revenue, our consolidated expenses and our consolidated results of operations, as well as the value of our investment in our non-U.S. operations and our non-U.S. investment portfolio holdings. The extent to which changes in the strength of the U.S. dollar relative to other currencies affect our consolidated results of operations, including, without limitation, 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 or debt in the future, which may not be available to us or may only be available on unfavorable terms. We may need to raise additional capital in order to maintain our credit ratings, in response to regulatory changes, including capital rules, or for other purposes, including, without limitation, financing acquisitions and joint ventures. For example, in December 2018, we issued additional long-term debt in order to meet requirements under the Federal Reserve’s TLAC final rule, and in September 2018 and July 2018 we issued preferred stock and common stock, respectively, to finance our acquisition of Charles River Development. law However, our ability to access the capital markets, if needed, on a timely basis or at all will depend on a number of factors, such as the state of the financial markets and securities requirements and standards. In the event of rising interest rates, disruptions in financial markets, negative perceptions of our business or our financial strength, or other factors that would increase our cost of borrowing, we cannot be sure of our ability to raise additional capital, 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, without limitation, the financing of acquisitions and joint to maintain regulatory ventures and our efforts compliance. Any downgrades in our credit ratings, or an actual or perceived reduction in our financial strength, could adversely affect our borrowing costs, capital costs and liquidity position and cause reputational harm. Major independent rating agencies publish credit ratings for our debt obligations based on their evaluation of a number of factors, some of which relate to our performance and other corporate developments, including, without limitation, financings, acquisitions and joint ventures, and some of which relate to general industry conditions. We anticipate that the rating agencies will continue to review our ratings regularly State Street Corporation | 29 based on our consolidated results of operations and developments in our businesses, including, without limitation, regulatory considerations such as resolution planning. One or more of the major independent credit rating agencies have in the past downgraded, and may in the future downgrade, our credit ratings, or have negatively revised their outlook for our credit ratings. The current market and regulatory environment and our exposure institutions and other counterparties, including, without limitation, 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. financial to 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, due to, including, without limitation, the effects of market or regulatory developments, announced or rumored business developments, consolidated results of operations, a decline in our stock price or a downgrade to our credit rating, our counterparties may be less willing to enter into transactions, secured or unsecured, with us; our clients may reduce or place limits on the level of service we provide to them or seek to transfer the business, in whole or in part, to other service providers; or our prospective clients may select other service providers, all of which may have adverse effects on our business and reputation. in which limitation, an environment The risk that we may be perceived as less creditworthy than other market participants is higher as a result of recent market developments which include, without the consolidation, and in some instances failure, of financial institutions, including major global financial institutions, has 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 non-U.S. jurisdictions in which we operate, which may increase our costs and expose us to risks related to compliance. institution with substantial 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 international operations, we are subject to extensive regulation and supervisory oversight, both inside and outside of the U.S. This regulation and supervisory oversight affects, among other things, the scope of our activities and client services, our capital and organizational structure, our ability to fund the operations of our subsidiaries, our lending practices, our dividend policy, our common stock purchase actions, the manner in which we market our services, our acquisition activities and our interactions with foreign regulatory agencies and officials. In particular, we are registered with the Federal Reserve as a bank holding company pursuant to the Bank Holding Company Act of 1956. The Bank Holding Company Act generally limits the activities in which we and our non-banking subsidiaries may engage to managing or controlling banks and to activities considered to be closely related to banking. As a bank holding company that has elected to be treated as a financial holding company under the Bank Holding Company Act, we and some of our non-banking subsidiaries may also engage in a broader range of activities considered to be “financial in nature.” Financial holding company status may be denied if we and our banking subsidiaries do not remain well capitalized and well managed or fail to comply with Community Reinvestment Act obligations. Currently, under the Bank Holding Company Act, we may not be able to engage in new activities or acquire shares or control of other businesses. The U.S. President issued an executive order that sets forth principles for the reform of the federal financial regulatory framework, and, in May 2018, the United States enacted EGRRCPA. The EGRRCPA’s revisions to the U.S. financial regulatory framework, some of which remain subject to further rulemaking, have altered certain laws and regulations applicable to us and other major financial firms. It is too early to assess whether there will be any more changes to the regulatory environment or further rebalancing of the post financial crisis framework and what the impact will be on our results of operations or financial condition, including, without limitation, increased expenses or changes in the demand for our services, or on the U.S.- domestic or global economies or financial markets. We State Street Corporation | 30 expect that our business will remain subject to extensive regulation and supervision. Several other aspects of the regulatory environment in which we operate, and risks, are discussed below. Additional related information is provided under "Supervision and Regulation” in Business in this Form 10-K. Resolution Planning We are required to periodically submit a plan for rapid and orderly resolution in the event of material financial distress or failure commonly referred to as a resolution plan or a living will to the Federal Reserve and the FDIC under Section 165(d) of the Dodd-Frank Act. Through resolution planning, we seek, in the event of insolvency, to maintain State Street Bank’s role as a key infrastructure provider within the financial system, while minimizing risk to the financial system and maximizing value for the benefit of our stakeholders. Significant management attention and resources are required in an effort to meet regulatory expectations with respect to resolution planning. In the event of material financial distress or failure, our preferred resolution strategy is the SPOE Strategy. Our resolution plan, including our implementation of the SPOE strategy with a secured support agreement, involves important risks, including that: (1) the SPOE Strategy and the support the obligations under agreement may result in the recapitalization of State Street Bank and the commencement of bankruptcy proceedings by the Parent Company at an earlier stage of financial stress than might otherwise occur without such mechanisms in place; (2) an expected effect of the SPOE Strategy, together with applicable TLAC regulatory requirements, is that our losses will be imposed on Parent Company shareholders and the holders of long-term debt and other forms of TLAC securities currently outstanding or issued in the future by the Parent Company, as well as on any other Parent Company creditors, before any of its losses are imposed on the holders of the debt securities of State Street Bank or certain of the Parent Company’s other operating subsidiaries or any of their depositors or creditors or before U.S. taxpayers are put at risk; (3) there can be there would be sufficient no assurance recapitalization resources available to ensure that State Street Bank and our other material entities are adequately capitalized following the triggering of the requirements to provide capital and/or liquidity under the support agreement; and (4) there can be no assurance that credit rating agencies, in response to our resolution plan or the support agreement, will not downgrade, place on negative watch or change their outlook on our debt credit ratings, generally or on specific debt securities. Additional information about the SPOE Strategy, including related risks, is provided under "Resolution Planning" in Business in this Form 10-K. that Systemic Importance and higher capital Our qualification 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, subjects us to incrementally 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. Global and Non-U.S. Regulatory Requirements lawsuits, fines, penalties, 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 regulatory sanctions, difficulties in obtaining governmental approvals, limitations on our business activities or reputational harm, any of which may be significant. For example, the global nature of our client base requires us to comply with complex laws and regulations of multiple jurisdictions relating to economic sanctions and money laundering. In addition, we are required to comply not only with the U.S. Foreign Corrupt Practices Act, but also with the applicable anti-corruption laws of other jurisdictions in which we operate. Further, our global operating model requires that we comply with outsourcing oversight requirements, including with respect to affiliated entities, and data security standards of multiple jurisdictions and enable our clients to comply with outsourcing and data security requirements imposed upon them. Regulatory scrutiny of compliance with these and other laws and regulations is increasing and may, in some respects, impede the implementation of our global operating model that is central to both delivery of client service requirements and cost efficiency. We sometimes face inconsistent laws and regulations across the various jurisdictions in which we operate. The evolving regulatory landscape may interfere with our ability to conduct our operations, with our pursuit of a common global operating model or with our ability to compete effectively with other financial institutions operating in those jurisdictions or which may be subject to different regulatory requirements than apply to us. In particular, non-U.S. regulations and initiatives that may be inconsistent or conflict with current or proposed regulations in the U.S. could create increased compliance and other costs that would adversely affect our business, operations or profitability. Geopolitical events such as the U.K.’s planned exit from State Street Corporation | 31 the European Union also have the potential to increase the complexity and cost of regulatory compliance. initiatives limitation, regulatory In addition to U.S. regulatory initiatives, we are further affected by non-U.S. regulatory initiatives, including, without the proposed Risk Reduction Package, the Investment Firm Review, the review of EMIR, the Shareholder Rights Directive, as well as finalized and/or implemented over the last few years such as the GDPR, UCITS V, Money Market Funds Regulation MiFID II and MiFIR. Recent, proposed or potential regulations in the U.S. and E.U. with respect to 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 addition, anti-competitive, governance and other concerns with passive investment strategies have become the focus of legislative and regulatory debate which could significantly impact both our asset management business and the clients that we service. Consequences of Regulatory Environment and Compliance Risks regulatory increase our Domestic and international regulatory reform could limit our ability to pursue certain business opportunities, 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, without limitation, a reduction of our credit ratings. Different countries may respond to the market and economic environment in different and potentially conflicting manners, which could increase the cost of compliance for us. The evolving regulatory environment, including changes to existing regulations and the introduction of new regulations, may also contribute to decisions we may make to suspend, reduce or withdraw from existing businesses, activities, markets or initiatives. In addition to potential lost revenue associated with any such suspensions, reductions or withdrawals, any such suspensions, reductions or withdrawals may result in significant restructuring or related costs or exposures. If we do not comply with governmental regulations, we may be subject to fines, penalties, lawsuits, delays, or difficulties in obtaining regulatory approvals or restrictions on our business activities or harm to our reputation, which may significantly and adversely affect our business operations and, in turn, our consolidated results of operations. The willingness of regulatory authorities to impose meaningful sanctions, and the level of fines and penalties imposed in connection with regulatory violations, have increased substantially since the financial crisis. Regulatory agencies may, at times, limit our ability to disclose their findings, related actions or remedial measures. Similarly, many of our clients are subject to significant regulatory requirements and retain our services in order for us to assist them in complying with those legal requirements. Changes in these regulations can significantly affect the services that we are asked to provide, as well as our costs. to fail to comply with any 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 regulatory requirements, we may be liable to them for losses and expenses that they incur. In recent years, regulatory oversight increased enforcement substantially, imposing additional costs and increasing the potential risks associated with our operations. If this regulatory to adversely affect our operations and, in turn, our consolidated results of operations and financial condition. it could continue trend continues, have and For additional information, see the risk factor, “Our businesses may be adversely affected by government enforcement and litigation.” We are subject to enhanced external oversight as a result of certain agreements entered into in connection with the resolution of prior regulatory or governmental matters. In June 2015, we entered into a written agreement with the Federal Reserve and the Massachusetts Division of Banks relating to deficiencies identified in our compliance programs with the requirements of the Bank Secrecy Act, AML regulations and U.S. economic sanctions regulations promulgated by OFAC. As part of this agreement, we have been required to, among other things, implement improvements to our compliance programs. Separately, in connection with the resolution of certain proceedings relating to our having charged six clients of our transition management business during 2010 and 2011 amounts in excess of the contractual terms, in January 2017, we entered into a deferred prosecution agreement with the Department of Justice and the United States Attorney for the District of Massachusetts under which we agreed to retain an independent compliance and ethics monitor for a term of three years (subject to extension) to, among other things, review and monitor the effectiveness of our compliance controls and business ethics and make related recommendations, and in September 2017, we entered into a settlement agreement with the SEC that also requires us to retain an independent ethics and compliance consultant. We have retained a monitor who is fulfilling our obligations under both the deferred prosecution agreement and the SEC settlement. Responding to the monitor's requests entails significant cost and management attention and we are, in general, required to implement remediation plans to address any These of recommendations. the monitor's State Street Corporation | 32 recommendations may require substantial cost and effort to remediate and, even when consistent with our own control enhancement objectives, may reflect differences in approach, timing and cost than we may independently intend. Under the deferred prosecution agreement we also have a heightened obligation promptly to report issues involving potential or alleged fraudulent activities to the DOJ. action, whether it involves us or others in our industry, may spur the initiation of similar claims by other clients or governmental parties. Regulatory authorities have, and are likely to continue to, initiate cross industry reviews when a material issue is identified at a financial institution. Such involve costs and management time and may lead to proceedings relating to our own activities. inquiries As a result of the enhanced inspections and monitoring activities to which we are subject under these agreements, governmental authorities may identify areas in which we may need to take actions, which may be significant, to enhance our regulatory compliance or risk management practices. Such remedial actions may entail significant cost, management attention, and systems development and such efforts may affect our ability to expand our business until such remedial actions are completed. These actions may be in addition to remedial measures required by the Federal Reserve and other financial regulators following examinations as a result of increased prudential expectations regarding our compliance programs, culture and risk management. Our failure to implement enhanced compliance and risk management procedures in a manner and in a time frame deemed to be responsive by the applicable impact our regulatory authority could adversely relationship with such regulatory authority and could lead to restrictions on our activities or other sanctions. Moreover, the identification of new or additional facts and circumstances suggesting inappropriate or non- compliant conduct, whether identified by the monitor or a regulatory authority, in the course of an inspection, or independently by us could lead to new governmental proceedings or the re-opening of matters that were previously resolved. The presence of the monitor, as well rewarding whistleblowing, may also increase the instances of current or former employees alleging that certain practices are inconsistent with our legal or regulatory obligations. governmental programs as Our businesses may be adversely affected by government enforcement and litigation. The businesses in which we operate are highly- regulated and subject to extensive external scrutiny that may be directed generally to participants in the businesses or markets in which we are involved or may be specifically directed at us, including as a result of whistleblower and qui tam claims. In the course of our to various business, we are regulatory, governmental and law enforcement inquiries, investigative demands and subpoenas, and from time to time, our clients, or the government on its own behalf or on behalf of our clients or others, make claims and take legal action relating to, among other things, our performance of our fiduciary, contractual or regulatory responsibilities. Often, the announcement of any such matters, or of any settlement of a claim or frequently subject the attention of for disgorgement, demands In government settlements since Regardless of the outcome of any governmental enforcement or litigation matter, responding to such matters is time-consuming and expensive and can divert senior management. Governmental enforcement and litigation matters can involve claims for substantial monetary damages, the imposition of civil or criminal penalties, and the imposition of remedial sanctions or other required changes in our business practices, any of which could result in increased expenses, loss of client demand for our products or services, or harm to our reputation. The exposure associated with any proceedings that may be threatened, commenced or filed against us could have a material adverse effect on our consolidated results of operations for the period in which we establish a reserve with respect to such potential liability or upon our reputation. the financial crisis, the fines imposed by authorities have increased substantially and may exceed in some cases the profit earned or harm caused by the regulatory or other breach. For example, in connection with the resolution of the transition management matter, we agreed to pay a fine of £22.9 million (approximately $37.8 million) to the U.K. FCA in 2014 and fines of $32.3 million to each of the DOJ and the SEC in 2017. As a further example, we paid an aggregate of $575 million in 2016 to resolve a series of investigations and governmental and private claims alleging that our indirect foreign exchange rates prior to 2008 were not adequately disclosed or were otherwise improper. These matters have also resulted in regulatory focus on the manner in which we charge clients and related disclosures. This focus may lead to increased and prolonged governmental inquiries and client, qui tam and whistleblower claims associated with the amount and disclosure of compensation we receive for our products and services. Moreover, U.S. and certain international governmental authorities have increasingly brought criminal actions against financial institutions, and criminal prosecutors have increasingly sought and obtained criminal guilty pleas, deferred prosecution agreements or other criminal sanctions from financial institutions. For example, in 2017 we entered into a deferred prosecution agreement with the U.S. Department of Justice in connection with the resolution of the transition management matter, and such agreement could that governmental authorities will seek criminal sanctions likelihood increase the State Street Corporation | 33 against us in pending or future legal proceedings. See “We are subject to various legal proceedings relating to the manner in which we have invoiced certain expenses, and the outcome of such proceedings could materially adversely affect our results of operations or harm our business or reputation.” Government authorities may also pursue criminal claims against current or former employees, and these matters can, among other things, involve continuing reputational harm to us. For example, four of our former employees were indicted by U.S. prosecutors on charges of criminal conspiracy in connection with their involvement in the transition management matter. Two of these individuals pled guilty, and a third was convicted in 2018. In many cases, we are required or may choose to report inappropriate or non-compliant conduct to the authorities, and our failure or delay to do so may represent an independent regulatory violation or be treated as an indication of non-cooperation with governmental authorities. Even when we promptly report a matter, we may nonetheless experience regulatory fines, liabilities to clients, harm to our reputation or other adverse effects. Moreover, our settlement or other resolution of any matter with any one or more regulators or other applicable party may not forestall other regulators or parties in the same or other jurisdictions from pursuing a claim or other action against us with respect to the same or a similar matter. For more information about current contingencies relating to legal proceedings, see Note 13 to the consolidated financial statements in this Form 10-K. The resolution of certain pending or potential legal or regulatory matters could have a material adverse effect on our consolidated results of operations for the period in which the relevant matter is resolved or an accrual is determined to be required, on our consolidated financial condition or on our reputation. In view of the inherent difficulty of predicting the outcome of legal and regulatory matters, we cannot provide assurance as to the outcome of any pending or potential matter or, if determined adversely against us, the costs associated with any such matter, particularly where the claimant seeks very large or indeterminate damages or where the matter presents novel legal theories, involves a large number of parties, involves the discretion of governmental authorities in seeking sanctions or negotiated resolution or is at a preliminary stage. We may be unable to accurately estimate our exposure legal and regulatory contingencies when we record reserves for probable and estimable loss contingencies. As a result, any reserves we establish may not be sufficient to cover our actual financial exposure. Similarly, our estimates of the aggregate range of reasonably possible loss for legal and regulatory contingencies are based upon then- available information and are subject to significant judgment and a variety of assumptions and known and unknown uncertainties. The matters underlying the the risks of to estimated range will change from time to time, and actual results may vary significantly from the estimate at any time. We are subject to various legal proceedings relating to the manner in which we have invoiced certain expenses, and the outcome of such proceedings could materially adversely affect our results of operations, or harm our business or reputation. In 2015, we determined we had incorrectly invoiced some of our Investment Servicing clients for certain expenses. We have reimbursed most of our affected customers for what we determined to be the overcharges and we have implemented enhancements to our billing processes. In connection with our enhancements to our billing processes, we continue to review historical billing practices and may from time to time identify additional required remediation. We identified, at the end of 2017, an additional area of past incorrect billing for certain mailing services expenses arising in our retirement services business. The accrual for loss contingencies at December 31, 2018 included an estimate of the amount we anticipate reimbursing clients due to that error. We currently expect the cumulative total of our payments to customers for these invoicing errors, including the error in the retirement services business, to be at least $380 million, all of which has been paid or is accrued. However, we may identify additional remediation costs. See the risk factor “Our efforts to improve our billing processes and practices are ongoing and may result in the identification of additional billing errors.” In 2017, a purported class action was commenced against us alleging that our invoicing practices violated duties owed to retirement plan customers under ERISA. In addition, we have received a purported class action demand letter alleging that our invoicing practices were unfair and deceptive under Massachusetts law. A class of customers, or particular customers, may assert that we have not paid to them all amounts incorrectly invoiced, and may seek double or treble damages under Massachusetts law. We are also cooperating with investigations by governmental and regulatory authorities on these matters, including the civil and criminal divisions of the DOJ, the SEC, the DOL and the Massachusetts Attorney General, which could result in significant fines or other sanctions, civil and criminal, against us. If these governmental or regulatory authorities were to conclude that all or a portion of the billing errors merited civil or criminal sanctions, any fine or other penalty could be a significant percentage, or a multiple of, the portion of the overcharging serving as the basis of such a claim or of the full amount overcharged. The governmental and regulatory authorities have significant discretion in civil and criminal matters as to the fines and other penalties they may seek to impose. The severity of such fines or other penalties could take into account factors State Street Corporation | 34 such as the amount and duration of our incorrect invoicing, the government’s or regulator's assessment of the conduct of our employees, as well as prior conduct such as that which resulted in our January 2017 deferred prosecution agreement in connection with transition management services and our settlement of civil claims regarding our indirect foreign exchange business. The staff of the SEC has informed us that it intends to ask the SEC for permission to bring an action against us asserting that we overcharged clients that are registered investment companies for custody expenses in violation of §§ 31(a), 34(b) and 37 of the Investment Company Act of 1940, and Rules 31a-1(a) and 31a-1(b) thereunder. We have submitted to the staff of the SEC a response, which included a settlement proposal that the staff has indicated is too low, and we remain in discussions with the staff as to a possible settlement. Our aggregate accruals loss contingencies for legal and regulatory matters as of December 31, 2018 include the amount of penalties reflected in our most recent settlement proposal. There can be no assurance that any settlement, whether with the SEC or other governmental authorities, will be reached or, if so, the amount of the settlement or its impact on other claims relating to these matters. In the first half of 2019, it is likely that discussions will commence with the DOJ regarding a potential resolution of their investigation regarding this matter, which will then enable us to better assess the potential penalties and/or sanctions they will be seeking. The aggregate amount of penalties that may potentially be imposed upon us in connection with the resolution of all outstanding investigations into our historical billing practices could be multiples of the potential penalties being discussed with the staff of the SEC. for The outcome of any of these proceedings and, in particular, any criminal sanction could materially adversely affect our results of operations and could have significant collateral consequences for our business and reputation. Our efforts to improve our billing processes and practices are ongoing and may result in the identification of additional billing errors. these errors, In 2015, we determined we had incorrectly invoiced some of our Investment Servicing clients for certain expenses. In 2016, we began the process of remediating improving our billing processes and controls in the asset servicing business and other businesses, and testing these improved billing processes and controls. As a result of such review, we may modify, enhance, and, where necessary, replace our existing global billing processes and implement and test controls for the new system. The objectives of this billing transformation process are to obtain greater billing accuracy and consistency across business lines. Our goal is for this billing transformation process to be completed over the next three or more years, but there can be no assurance as to when we will complete this process or that it will allow us to meet the objectives we have set for it. Because of the scale of our business, implementing enhanced billing controls will be expensive and time consuming, may not succeed in identifying and remediating all weaknesses and inefficiencies in our billing processes and cannot be implemented in all our business units concurrently. Accordingly, the costs of the billing transformation process, and the costs to remediate billing errors which may be discovered in that process, would likely be incurred over a period that we are now unable accurately to determine. As we work through this process, we have discovered and may continue to discover areas where we believe our billing processes need improvement, where we believe we have made billing errors with respect to particular customers and categories of fees and expenses, and where we believe billing arrangements between ourselves and particular customers should be clarified. For example, we identified at the end of 2017 an additional area of past incorrect billing for certain mailing services expenses in our retiree services business and will be reimbursing the amounts associated with this issue to affected clients. Such discoveries may lead to increased expense and decreased revenues, the need to remediate government investigations, or litigation that may materially impact our business, financial results and reputation. errors, billing prior facilities or disruptions Any failures of or damage to, attack on or unauthorized access to our information technology to our systems or continuous operations, including the systems, facilities or operations of third parties with which we do business, such as resulting from cyber- attacks, could result in significant limits on our ability to conduct our business activities, costs and reputational damage. financial services 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, firms have suffered several successful cyber-attacks launched both domestically and from abroad, resulting in the disruption of services to clients, loss or misappropriation of sensitive or private data and reputational harm. We also have been subjected to cyber-attacks, and although we have not to our knowledge suffered a material breach or suspension of our systems, it is possible that we could suffer such a breach or suspension in the future. 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. State Street Corporation | 35 Our computer, communications, data processing, networks, backup, business continuity, disaster recovery or other operating, information or technology systems, facilities and activities may suffer disruptions or otherwise fail to operate properly or become disabled, overloaded or damaged as a result of a number of factors, including, without limitation, 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 in example, transaction or telecommunications outages, natural disasters, cyber- attacks or employee or contractor error or malfeasance. We may not successfully prevent, respond to, recover from or learn from any such disruptions or failures. there could be sudden increases electrical volumes, data or The third parties with which we do business, which facilitate our business activities, to whom we outsource operations or other activities, from whom we receive products or services or with whom we otherwise engage or interact, including, without limitation, financial intermediaries and infrastructure and technology service providers, are also susceptible to the foregoing risks (including the third parties with which they are similarly interconnected or on which they otherwise rely), and our or their business operations and activities therefore be adversely affected, perhaps may materially, by terminations, errors or malfeasance by, or attacks or constraints on, one or or technology, more government institutions or intermediaries with whom we or they are interconnected or conduct business. infrastructure financial, failures, in the unauthorized In particular, we, like other financial services firms, will continue to face increasing cyber threats, including, without limitation, computer viruses, malicious code, distributed denial of service attacks, phishing attacks, ransomware, information security breaches or employee or contractor error or malfeasance that could result 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 SIFI likely increases the risk that we are targeted by such cyber- security threats. In addition, some of our service offerings, such as data warehousing, may also increase the risk we are, and the consequences of being, so targeted. We therefore related costs and could experience significant exposures, lost or limitation, including, without 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, among other things, (1) as some of our systems are approaching the end of their useful life, are redundant or do not share data without reconciliation; (2) to be more efficient, meet client expectations and support opportunities of growth; and (3) to enhance resiliency and maintain business continuity. Updating these systems involves material costs and often involves implementation, integration and security risks, including, without limitation, risks that we may not adequately anticipate the market or technological trends or client needs or experience unexpected challenges that could cause financial, reputational and operational harm. However, failing to properly respond to and invest in changes and advancements in technology can limit our ability to attract and retain clients, prevent us from offering similar products and services as those offered by our competitors, impair our ability to maintain continuous operations 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. (including, without 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 limitation, client transactional and holdings data and personal data about our employees, our clients and our clients' clients). Unauthorized access, or failure of our controls with respect to granting access to our systems, may occur, potentially resulting in theft, loss, or other misappropriation of such information. In addition, our or our vendors’ personnel have in the past and may in the future inadvertently disclose client or other confidential 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. To the extent any of these events involve personally sensitive information, the risks of enhanced regulatory scrutiny and the potential financial liabilities are exacerbated, particularly under data protection regulations such as the GDPR. State Street Corporation | 36 We are subject to variability in our assets under custody and/or administration and assets under management, and in our financial results, due to the significant size of many of our institutional clients, and are also subject to significant pricing pressure due to the considerable market influence exerted by those clients. to attract retirement plans, Our clients include institutional investors, such as mutual funds, collective investment funds, UCITS, hedge funds and other investment pools, corporate and insurance companies, public foundations, endowments and investment managers. In both our asset servicing and asset management businesses, we endeavor institutional investors controlling large and diverse pools of assets, as those clients typically have the opportunity to benefit from the full range of our expertise and service offerings. Due to the large pools of assets controlled by these clients, the loss or gain of one client, or even a portion of the assets controlled by one client, could have a significant effect on our AUC/A or our AUM, as applicable, in the relevant period. Loss of all or a portion of the servicing of a client's assets can occur for a variety of reasons. For example, as previously reported, as a result of a decision to diversify providers, in 2018 one of our large clients moved the servicing for a portion of its assets, largely common trust funds, to another provider. The transition represented approximately $1 trillion in assets with respect to which we will no longer derive revenue. Our AUM or AUC/A are also affected by decisions by institutional owners to favor or disfavor certain investment instruments or categories. Similarly, if one or more clients change the asset class in which a significant portion of assets are invested (e.g., by shifting investments from emerging markets to the U.S.), those changes could have a significant effect on our results of operations in the relevant period, as our fee rates often change based on the type of asset classes we are servicing or managing. In 2018, several industry-wide and company specific trends continued to impact AUC/A and AUM asset levels. As our fee revenue is significantly impacted by our levels of AUC/ A and AUM, changes in levels of different asset classes could have a corresponding significant effect on our results of operations in the relevant period. Large institutional clients also, by their nature, are often able to exert considerable market influence, and this, combined with strong competitive forces in the markets for our services, has resulted in, and may continue to result in, significant pressure to reduce the fees we charge for our services in both our asset servicing and asset management lines of business. Our strategy of focusing our efforts on the segments of the market for investor services represented by very large asset managers and asset owners causes us to be particularly impacted by this industry trend. Many of these large clients are also under competitive and regulatory pressures that are driving them to manage the expenses that they and their investment products incur more aggressively, which in turn exacerbates their pressures on our fees. Our business may be negatively affected by adverse business decisions or our failure to properly implement or execute strategic programs and priorities. In order to maintain and grow our business, we must make strategic decisions about our current and future business plans and effectively execute upon those plans. Strategic initiatives that we are currently developing or executing against include cost initiatives, enhancements and efficiencies to our operational processes, improvements to existing and new service offerings, targeting for sales growth certain segments of the markets for investor services and asset management, and enhancements to existing and development of new information technology and other Implementing strategic programs and systems. creating cost efficiencies involves certain strategic, technological and operational risks. Strategic Risk information In late 2015, we announced 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. In 2019, we announced that, having completed our Beacon program, we were launching an additional effort to reduce expenses resource discipline, through automation and process re-engineering. We may initiatives on cost undertake additional strategic management, operating effectiveness or other matters of varying sizes, some of which may be material. Operational process and technology transformations, such as Beacon and the recently announced expense initiative, as well as future strategic initiatives we may undertake, entail significant risks. The new program, and any future strategic initiatives we implement, may prove to be inadequate to achieve its objectives, may not achieve the anticipated automation or process re-engineering, may not be successfully implemented or meet client expectations and may not be responsive to industry, technological or market changes. These programs also may result in increased or unanticipated costs, may result in earnings volatility, may take longer than anticipated to implement and may result in increases in operating losses, inadvertent data disclosures or other operating errors. In implementing these programs, we may have material dependencies on third parties. In addition, our efforts to manage expenses may be matched or exceeded by our competitors. Any failure to implement any strategic initiative operational effectiveness or other matters we may undertake, in whole or in part may, among other things, reduce our competitive position, diminish the cost effectiveness of our systems and processes or provide an insufficient cost management, on State Street Corporation | 37 return on our associated investment. The success of expense management programs 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 anticipated revenues, realize expected cost savings or achieve desired operational our efficiencies. Accordingly, 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 "Expenses" in “Consolidated Results of Operations” included in our Management’s Discussion and Analysis in this Form 10-K. business, our Information Technology Obsolescence and Operational Transformation business Many features of our initiatives include investment in systems integration and new technologies and also the development of new, and the evolution of existing, methods and tools to accelerate the pace of innovation, the introduction of new services and enhancements to the security of our data systems. The transition to new operating processes and technology infrastructure may cause disruptions in our relationships with clients and employees or loss of institutional understanding and may present other unanticipated technical or operational hurdles. In addition, the relocation to or expansion of servicing activities and other operations in different geographic regions or vendors may entail client, regulatory and other third party data use, storage and security challenges, as well as other regulatory compliance, other considerations. As a result, we may not achieve some or all of the cost savings or other benefits anticipated and may experience unanticipated challenges from clients, regulators or other parties or reputational harm. In addition, some systems development initiatives may not have access resources or management attention and, consequently, may be delayed or unsuccessful. Many of our systems require enhancements to meet the requirements of evolving regulation, to enhance resiliency and decommission obsolete technologies, to permit us to optimize our use of capital or to reduce the risk of operating error. In addition, the implementation of our front to back office platform and integration of Charles River Development will require substantial systems development and expense. We may not have the resources to pursue all of these objectives simultaneously. to significant continuity and including without Development and completion of new products and services, limitation, our interoperable front-to-back servicing platform, may impose additional costs on us, involve dependencies on third parties and may expose us to increased operational and model risk. in ledger innovative the capabilities we acquired Investment Servicing business Our financial performance depends, in part, on our ability to develop and market new and innovative services and to adopt or develop new technologies that differentiate our products or provide cost efficiencies, while avoiding increased related expenses. This dependency is exacerbated in the current “FinTech” environment, where financial institutions are investing significantly in evaluating new technologies, such as technology (“Blockchain"), and distributed developing potentially industry-changing new products, services and industry standards. For example, in 2018, we acquired Charles River Development, and we are that leveraging transaction to create an interoperable front-to-back office servicing platform combining the offerings within our line. The introduction of new products and services can require significant time and resources, including regulatory approvals and the development and implementation of technical, control and model validation requirements. New products and services, such as an interoperable front-to-back office servicing platform, often also involve dependencies on third parties to, among other things, access technologies, develop new distribution channels or form collaborative product and service offerings, and can require complex strategic alliances and joint venture relationships. Substantial risks and uncertainties are associated with the introduction of new products and services, strategic rapid alliances and 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, the sharing of benefits in those relationships, conflicts with existing business partners and clients and sales and other materials that fully and accurately describe the product or service and its underlying risks and are compliant with applicable regulations. 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 all of the above risks in the development and implementation of new products or services, including, without limitation, completion of our interoperable front- to-back office servicing platform, could have a material including ventures joint State Street Corporation | 38 adverse effect on our business and reputation, consolidated results of operations or financial condition. Acquisitions, strategic alliances, joint ventures and divestitures pose risks for our business. As part of our business strategy, we acquire complementary businesses and technologies, enter into strategic alliances and joint ventures and divest portions of our business. We undertake transactions of varying sizes to, among other reasons, expand our geographic footprint, access new clients, 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, ineffective deployment of capital, regulatory concerns, exit costs or diminished competitive position or reputation. revenues, lowered Transactions of this nature also involve a number of risks and financial, accounting, tax, regulatory, strategic, managerial, operational, cultural and employment challenges, which could adversely affect our consolidated results of operations and financial condition. For example, the businesses that we acquire or our strategic alliances or joint ventures may under- perform relative to the price paid or the resources committed by us; we may not achieve anticipated revenue growth or cost savings; or we may otherwise be adversely affected by acquisition-related charges. The intellectual property of an acquired business may be an important component of the value that we agree to pay for such a business. However, such acquisitions are subject to the risks that the acquired business may not own the intellectual property that we believe we are acquiring, that the intellectual property is dependent on licenses from third parties, that the acquired business infringes on the intellectual property rights of others, that the technology does not have the acceptance in the marketplace that we anticipated or that the technology requires significant investment to remain competitive. Further, past acquisitions have resulted in the recognition of goodwill and other significant intangible assets in our consolidated statement of condition. For example, we recorded goodwill and intangible assets of approximately $2.46 billion associated with our acquisition of Charles River Development in 2018. These assets are not eligible for inclusion 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. in 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 things, due diligence, through, among other indemnification provisions or insurance, these or other risk-mitigating provisions we put in place may not be sufficient to address these liabilities and contingencies and involve credit and execution risks associated with successfully seeking recourse from a third party, such as the seller or an insurance provider. Other major financial services firms have recently paid significant penalties to resolve government investigations into matters conducted in significant part by acquired entities. Various regulatory approvals or consents, formal or informal, are generally required prior to closing of these transactions, which may include approvals or non-objections from the Federal Reserve and other domestic and non-U.S. regulatory authorities. These regulatory authorities may impose conditions on the completion of the acquisition or require changes to its terms that materially affect the terms of the transaction or our ability to capture some of the opportunities presented by the transaction, or may not approve the transaction. Any such conditions, or any associated regulatory delays, could limit the benefits of the transaction. Acquisitions or joint ventures we announce may not be completed if we do not receive the required regulatory approvals, if regulatory approvals are significantly delayed or if other closing conditions are not satisfied. The integration and the retention and development of the benefits of our acquisitions results in risks to our business and other uncertainties. In recent years, we have undertaken several acquisitions, including our 2018 acquisition of Charles River Development and our 2016 acquisition of the GEAM business. The integration of acquisitions presents risks that differ from the risks associated with our ongoing operations. Integration activities are complicated and time consuming and can involve significant unforeseen costs. We may not be able to effectively assimilate services, technologies, key personnel or businesses of acquired companies into our business or service offerings as anticipated, and we may not achieve related revenue growth or cost savings. We also face the risk of being unable to retain, or cross-sell our products or services to, the clients of acquired companies or joint ventures and the risk of being unable to cross-sell acquired products or services to our existing clients. In particular, some clients, including significant clients, of an acquired business may have the right to transition their business to other providers on short notice for convenience, fiduciary or other reasons and may take the opportunity of the acquisition or market, commercial, relationship, service the satisfaction or other developments acquisition to terminate, reduce or renegotiate the fees or other terms of our relationship. Any such client following State Street Corporation | 39 losses, reductions or renegotiations likely will reduce the expected benefits of the acquisition, including, without limitation, revenues, cross-selling opportunities and market share or cause impairment to goodwill and other intangibles, which effects could be material, and we may not have recourse against the seller of the business or the client. The risk of client loss is even greater where the client is a competitor of ours. Acquisitions of technology firms can involve extensive information technology integration, with associated risk of defects, and product enhancement and development activities, the costs of which can be difficult to estimate, as well as heightened cultural and compliance concerns in integrating an unregulated firm into a bank regulatory environment. Acquisitions of Investment Servicing businesses entail information technology systems conversions, which involve operational risks. With any acquisition, the integration of the operations and resources of the businesses could result in the loss of key employees, the disruption of our and the acquired company's ongoing businesses or inconsistencies in standards, controls, procedures or policies that could adversely affect our ability to maintain relationships with clients or employees, maintain regulatory compliance or to achieve the anticipated benefits of the acquisition. Integration efforts may also divert management attention and resources. Our acquisition of Charles River Development and the integration of its business, operations and employees with our own may be more difficult, costly or time consuming than expected, and the anticipated benefits and cost synergies of the acquisition may not be fully realized, which could adversely impact our business operations, financial condition and results of operations. We completed our acquisition of Charles River Development on October 1, 2018. The success of the acquisition, including the achievement of anticipated the growth opportunities and cost synergies of acquisition, is subject to a number of uncertainties and will depend, in part, on our ability to successfully combine and integrate Charles River Development’s business into our business in an efficient and effective manner. The combined company may face significant challenges in implementing such integration, including without limitation, challenges related to: • integrating Charles River Development's business into our own in a manner that permits the combined company to achieve the cost and operating synergies anticipated to result from the acquisition, which could result in the anticipated benefits of the acquisition not being realized partly or wholly in the time frame currently anticipated or at all; • retaining Charles River Development’s clients, some of which are our competitors; • • • • • • • • retaining key management and personnel; technical integrating Charles River Development’s software solutions with our existing products and services and related operations and systems, including performance, risk and compliance analytics, investment manager operations accounting, outsourcing, administration and custody; the of accelerating enhancements to the features and functions of Charles River Development’s software solutions; development internal coordinating and operations, compensation programs, policies and procedures, and corporate structures; integrating our potential unknown liabilities and unforeseen or increased costs and expenses; the possibility of faulty assumptions underlying expectations regarding potential synergies and the integration process; incurring significant acquisition-related costs and expenses associated with combining our operations; and performance shortfalls as a result of the diversion of management’s attention and resources the companies’ operations. caused by integrating Any of these factors could result in our failure to realize the anticipated benefits of the acquisition, on the expected timeline or at all, and could adversely impact our business operations, financial condition and results of operations. to non-U.S. jurisdictions and Cost shifting outsourcing may expose us increased operational risk and reputational harm and may not result in expected cost savings. to We manage expenses by migrating certain business processes and business support functions to lower-cost geographic locations, such as India, Poland and China, and by outsourcing to vendors in various jurisdictions and to joint ventures. This effort exposes us to the risk that we may not maintain service quality, control and effective management or business resiliency within these operations during and after transitions. These migrations also involve risks that our outsourcing vendors or joint ventures may not comply with their servicing and other contractual obligations to us, to indemnification and information security, and to the risk that we may not satisfy applicable regulatory responsibilities the management and regarding oversight of third parties and outsourcing providers. Our geographic footprint also exposes us to the relevant macroeconomic, political, legal and similar risks generally involved in doing business in the jurisdictions limitation, with respect including, without State Street Corporation | 40 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 concerns exist with respect to maintaining a high level of service delivery and business resiliency. The extent and pace at which we are able to move functions to lower-cost locations, joint ventures and outsourcing providers may also be affected by political, regulatory and client acceptance issues, including with respect to data use, storage and security. Such relocation or outsourcing of functions also entails costs, such as technology, real estate and restructuring expenses, which may offset or exceed the expected financial benefits of the relocation or outsourcing. In addition, the financial benefits of lower-cost locations and of outsourcings may diminish over time or could be offset in the event that the U.S. or other jurisdictions impose tax, trade barrier or other measures which seek to discourage the use of lower cost jurisdictions. The market transition away from broad use of the London Interbank Offered Rate (LIBOR) as an interest rate benchmark may impose additional costs on us and may expose us to increased operational, model and financial risk. Globally, regulators have advised large banks to assess the risks and to prepare for transition from LIBOR to alternative rates ahead of year end 2021. Our financial performance depends, in part, on our ability to adapt to market changes promptly, while avoiding increased related expenses or operational errors. Substantial risks and uncertainties are associated with the market transition away from the use of LIBOR as a critical interest rate benchmark used to determine amounts payable, under and the value of, financial instruments and contracts. and financial Due to our dependencies on LIBOR, the failure or inability to timely plan and implement a LIBOR transition program to maintain operational continuity and minimize economic impact for our clients, ourselves and other stakeholders could negatively impact our business performance. Those dependencies include, without limitation, LIBOR-based securities and loans held in our investment portfolio, LIBOR-based preferred stock and long-term debt issued by us and LIBOR-based client fee schedules and deposit pricing. Also, our internal models which support decision making and risk management will require adjustments, which may cause weaknesses in the underlying model, inadequate assumptions or lead to reliance on poor or inaccurate data. Assets held by our customers in their investment portfolios or in the investment portfolios we manage for others have LIBOR-based to enhance our processes and systems to account for the new terms. We need alternative rates-based instruments as they come to market, the transition of LIBOR-based instruments to their fallback language and uncertainty as to how such instruments should be valued where such fallback language is unclear. These process and systems requirements could adversely impact our business, which in some instances is dependent on critical inputs from third parties, who themselves must timely adapt to the market changes and failure to implement the terms of those instruments in a manner consistent with customer expectation could lead to disputes and operational issues. Failure or perceived failure to adequately prepare for LIBOR transition could affect our ability to attract and retain clients. Uncertainty relative to external developments necessary for the market transition away from LIBOR but outside of our control could further increase the costs and risks of the transition for us or our subsidiaries and have an adverse impact on our operational and financial performance. Our calculations of credit, market and operational risk exposures, total RWA and capital ratios for regulatory purposes depend on data inputs, formulae, models, correlations and assumptions that are subject to change over time, which changes, in addition to our consolidated financial results, could materially impact our risk exposures, our total RWA and our capital ratios from period to period. To calculate our credit, market and operational risk exposures, our total RWA and our capital ratios for regulatory purposes, the Basel III final rule involves the use of current and historical data, including our own loss data and similar information from other industry participants, market volatility measures, interest rates and spreads, asset valuations, credit exposures and the creditworthiness of our counterparties. These calculations also involve the use of quantitative formulae, statistical models, historical correlations and significant assumptions. We refer to the data, formulae, models, correlations and assumptions, as well as our related internal processes, as our “advanced systems.” While our advanced systems are generally quantitative in nature, significant components involve the exercise of judgment based on, among other factors, our and the financial services industry's evolving experience. Any of these judgments or other elements of our advanced systems may not, individually or collectively, precisely represent or calculate the scenarios, circumstances, outputs or other results for which they are designed or intended. Collectively, they represent only our estimate of associated risk. In addition, our advanced systems are subject to update and periodic revalidation in response to changes in our business activities and our historical experiences, forces and events experienced by the market broadly or by individual financial institutions, changes in regulations and regulatory interpretations and other factors, and are also subject to continuing regulatory State Street Corporation | 41 review and approval. For example, a significant operational loss experienced by another financial institution, even if we do not experience a related loss, could result in a material change in the output of our advanced systems and a corresponding material change in our risk exposures, our total RWA and our capital ratios compared to prior periods. An operational loss that we experience could also result in a material change in our capital requirements for operational risk under the advanced approaches, depending on the severity of the loss event, its characterization among the seven Basel-defined UOM, and the stability of the distributional approach for a particular UOM, and without direct correlation to the effects of the loss event, or the timing of such effects, on our results of operations. Due to the influence of changes in our advanced systems, whether resulting from changes in data inputs, regulation or regulatory supervision or interpretation, specific to us or more general market, or individual financial institution-specific, activities or experiences, or other updates or factors, we expect that our advanced systems and our credit, market and operational risk exposures, our total RWA and our capital ratios calculated under the Basel III 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 negatively affected by adverse publicity or other reputational harm. fines, regulatory actions or 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, litigation, operational failures or the failure to meet client expectations or fiduciary or other obligations could materially and adversely affect our reputation, our ability to attract and retain clients or key employees or our sources of funding for the same or other businesses. For example, over the past several years we have experienced adverse publicity with respect to our indirect foreign exchange trading, and this adverse publicity has contributed to a shift of client volume to other foreign exchange execution methods. Similarly, governmental actions and reputational issues in our transition management business in the U.K. have adversely affected our revenue from that business and, with criminal convictions or guilty pleas of three of our former employees in 2018 and the deferred prosecution agreement we entered into with the DOJ in early 2017 and the related SEC settlement, these effects have the potential to continue. The client invoicing matter we announced in late 2015 has the potential to result in similar effects. For additional information about these matters, see the risk factor "Our businesses may be adversely affected by government enforcement and litigation." Preserving and enhancing our reputation also depends on maintaining systems, procedures and controls that address known risks and regulatory requirements, as well as our ability to timely identify, understand and mitigate additional risks that arise due to changes in our businesses and the marketplaces in which we operate, the regulatory environment and client expectations. We may not be able to protect our intellectual property, and we are subject to claims of third-party intellectual property rights. Our potential inability to protect our intellectual property and proprietary technology effectively may allow competitors to duplicate our technology and products and may adversely affect our ability to compete with them. To the extent that we do not protect our intellectual property effectively through patents, maintaining trade secrets or other means, other parties, including, without limitation, former employees, with knowledge of our intellectual property may seek to exploit our intellectual property for their own or others' advantage. In addition, we may infringe on claims of third-party patents, and we may face intellectual property challenges from other parties, including without limitation, clients or service providers with whom we may engage in the development or implementation of other products, , services or solutions or to whose information we may have access for limited permitted purposes but with whom we also compete. The risk of such the current competitive “Fintech” environment, particularly with respect to our development of new products and services containing significant technology elements and dependencies, any of which could become the subject of an infringement claim. We may not be successful in defending against any such challenges or in obtaining licenses to avoid or resolve any intellectual property disputes. Third-party intellectual rights, valid or not, may also impede our deployment of the full scope of our products and service capabilities in all jurisdictions in which we operate or market our products and services. is enhanced infringement in Our controls and procedures may fail or be circumvented, our risk management policies and procedures may be inadequate, and operational risks 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 internal and external State Street Corporation | 42 limitations, committing risks, including, without limitation, risks related to service providers, in our various businesses. The risk individuals, either employees or contractors, of engaging in conduct harmful or misleading to clients or to us, such as consciously circumventing established control mechanisms to exceed trading or investment fraud or management improperly selling products or services to clients, is particularly challenging to manage through a control framework. The financial and reputational impact of control or conduct failures can be significant. Persistent or repeated issues with respect to controls or individual conduct may 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. raise concerns among 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 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. limitation, including, without leading provider of services Operational risk is inherent in all of our business activities. As a to institutional investors, we provide a broad array of services, 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, without limitation, 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. risk The quantitative models we use to manage our in business may contain errors that result inadequate 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. assessments, 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, without limitation, 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, without limitation, 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 this evolution. While our risk accurately reflect State Street Corporation | 43 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. 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. investment these sponsored In the normal course of business, we manage various types of sponsored investment funds through State Street Global Advisors. The services we provide funds generate to management fee revenue, as well as servicing fees from our other businesses. From time to time, we may invest in the funds, which we refer to as seed capital, in order for the funds to establish a performance history for newly launched strategies. These funds may meet the definition of variable interest entities, as defined by U.S. GAAP, and if we are deemed to be the primary beneficiary of these funds, we may be required to consolidate these funds in our consolidated financial statements under U.S. GAAP. The funds follow specialized investment company accounting rules which prescribe fair value for the underlying investment securities held by the funds. for In the aggregate, we expect any financial losses that we realize over time from these seed investments to be limited to the actual amount invested in the consolidated fund. However, in the event of a fund wind- down, gross gains and losses of the fund may be recognized 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. financial accounting purposes 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. limitation, investment including, without these pools, receive redemptions as than We manage assets on behalf of clients in several forms, in collective investment pools, money market funds, securities finance collateral pools, cash collateral and other cash products and short-term 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 in-kind distributions rather in cash, or experience significant under-performance relative to the market or our competitors' products, our reputation could be significantly harmed, which harm could significantly and adversely affect the prospects of our associated business units. Because we often implement investment and operational decisions and actions over multiple investment pools to achieve scale, we face the risk that losses, even small losses, may have a significant effect in the aggregate. Within our Investment Management business, we manage investment pools, such as mutual funds and collective investment funds that generally offer our clients the ability to withdraw their investments on short notice, generally daily or monthly. This feature requires that we manage those pools in a manner that takes into account both maximizing the long-term return on the investment pool and retaining sufficient liquidity to meet reasonably anticipated liquidity requirements of our clients. The importance of maintaining liquidity varies by product type, but it is a particularly important feature in money market funds and other products designed to maintain a constant net asset value of $1.00. In the past, we have imposed restrictions on cash redemptions from the agency lending collateral pools, as the per-unit market value of those funds' assets had declined below the constant $1.00 the funds employ to effect purchase and redemption transactions. Both the decline of the funds' net asset value below $1.00 and the imposition of restrictions on redemptions had a significant client, reputational and regulatory impact on us, and the recurrence of such or similar circumstances in the future could adversely impact our consolidated results of operations and financial condition. We have also in the past continued to process purchase and redemption of units of investment products designed to maintain a constant net asset value at $1.00 although the fair market value of the fund’s assets were less than $1.00. If in the future we were to continue to process purchases and redemptions from such products at $1.00 when the fair market value of our collateral pools' assets is less than $1.00, we could be exposed to significant liability. State Street Corporation | 44 If higher than normal demands for liquidity from our clients were to occur, managing the liquidity requirements of our collective investment pools could become more difficult. If such liquidity problems were to recur, our relationships with our clients may be adversely affected, and, we could, in certain the required circumstances, be 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. to consolidate Because of the size of the investment pools that we manage, we may not have the financial ability or regulatory authority to support the liquidity or other demands of our clients. Any decision by us to provide financial support to an investment pool to support our reputation in circumstances where we are not statutorily or contractually obligated to do so could result in the recognition of significant losses, could adversely affect the regulatory view of our capital levels or plans and could, in some cases, require us to consolidate the investment pools into our consolidated statement of condition. Any failure of the pools to meet redemption requests, or under- performance of our pools relative to similar products offered by our competitors, could harm our business and our reputation. 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 or to technology firms, generally. The unexpected loss of services of key personnel in business units, control functions, information technology, operations or other areas could have a material adverse impact on our business because of their skills, their knowledge of our markets, operations and clients, their years of industry experience and, in some cases, the difficulty of promptly finding qualified replacement personnel. Similarly, the loss of key employees, either individually or as a group, could adversely affect our clients' perception of our ability to continue to manage certain types of investment management mandates to provide other services to them or to maintain a culture of innovation and proficiency. We are subject to intense competition in all aspects of our business, which could negatively affect our ability to maintain or increase our profitability. The markets in which we operate across all facets of our business are both highly competitive and global. These markets are changing as a result of new and evolving laws and regulations applicable to financial services institutions. Regulatory-driven market changes cannot always be anticipated, and may adversely affect the demand for, and profitability of, the products and services that we offer. In addition, new market entrants and competitors may address changes in the markets more rapidly than we do, or may provide clients with a more attractive offering of products and services, adversely affecting our business. Our efforts to develop and market new products, particularly in the “Fintech” sector, may position us in new markets with pre-existing competitors with strong market position. We have also experienced, and anticipate that we will continue to experience, significant pricing pressure in many of our core businesses, particularly our custodial and investment management services. This pricing pressure has and may continue to impact our revenue growth and operational margins and may limit the positive impact of new client demand and growth in AUC/A. Many of our businesses compete with other domestic and international banks and financial services companies, such as custody banks, investment advisors, broker/dealers, outsourcing companies and data processing companies. Further consolidation within the financial services industry could also pose challenges to us in the markets we serve, including, without limitation, potentially increased downward pricing pressure across our businesses. Some of our competitors including, without limitation, 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. State Street Corporation | 45 Long-term contracts expose us to pricing and performance risk. We enter into long-term contracts to provide middle office or investment manager and alternative investment manager operations outsourcing services to clients, including, without limitation, services related 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 in some cases, considerable up-front require, investment by us, limitation, including, without 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. these arrangements may be based on our ability to cross-sell additional services to these clients, and we may be unable to do so. In addition, such contracts may permit early termination or reduction in services in the event that certain service levels are not met, which termination or service reduction may result in loss of upfront investment in onboarding the client. the profitability of In addition, on conversion Performance risk exists in each contract, given our dependence and successful 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 as well as changes in the interpretation of existing accounting standards, by the FASB or the SEC or otherwise reflected in U.S. GAAP, potentially could affect our consolidated results of operations, cash flows and financial condition. These changes can materially affect how we record and report our consolidated results of operations, cash flows, financial condition and other financial information. In some cases, we could elect, or be required, to apply a new or revised standard retroactively, resulting in the revised treatment of certain transactions or activities, and, in some cases, the revision of our consolidated financial statements for prior periods. For additional information regarding changes in accounting standards, refer to the “Recent Accounting Developments” section of Note 1 to the consolidated financial statements in this Form 10-K. in tax Changes laws, rules or regulations, challenges to our tax positions with respect to the historical composition of our pre-tax earnings may increase our effective tax rate and thus adversely affect our consolidated financial statements. transactions, and changes in Our businesses can be directly or indirectly affected by new tax legislation, the expiration of existing tax laws or the interpretation of existing tax laws worldwide. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (TCJA), generally effective January 2018. This decreased the U.S. corporate income tax rate from 35% to 21%, repealed the corporate alternative minimum tax and replaced the existing worldwide tax system with a modified territorial system. The modified territorial system eliminates income tax on foreign dividends and introduces new provisions that generate incremental tax on foreign earnings, base erosion payments and limit the benefit of foreign tax credits. The U.S. Treasury has yet to issue final guidance for key provisions of the TCJA, including the Base Erosion and Anti-abuse tax, Global Intangible Low- taxed Income and foreign tax credit provisions. Depending on how those provisions are ultimately implemented, our effective tax rate could be adversely affected. U.S. state governments, including Massachusetts, and jurisdictions around the world continue to review proposals to amend tax laws, rules and regulations applicable to our businesses that could have a negative impact on our capital or after-tax earnings. In the normal course of our business, we are subject to review by U.S. and non-U.S. tax authorities. A review by any such authority could result in an increase in our recorded tax liability. In addition to the aforementioned risks, our effective is dependent on the nature and geographic composition of our pre-tax earnings and could be negatively affected by changes in these factors. tax rate State Street Corporation | 46 We may incur losses as a result of unforeseen events terrorist attacks, natural disasters, the emergence of a pandemic or acts of embezzlement. including, without limitation, 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. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES Our headquarters is located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts, a 36-story leased office building. Various divisions of our two lines of business, as well as support functions, occupy space in this building. We occupy in Quincy, Massachusetts, one of which we own and three of which we lease, along with the Channel Center, another leased office building located in Boston, all of which function as our principal facilities. buildings located four We occupy a total of approximately 8.0 million square feet of office space and related facilities worldwide, of which approximately 7.0 million square feet are leased. The following table provides information on certain of our office space and related facilities: Principal Properties(1) City State/ Country Owned/ Leased U.S. and Canada: State Street Financial Center Channel Center Summer Street District Avenue Crown Colony Drive Heritage Drive John Adams Building Josiah Quincy Building Grafton Data Center Boston Boston Boston Burlington Quincy Quincy Quincy Quincy Grafton Westborough Data Center Westborough Summer Street Pennsylvania Avenue College Road East Avenue of the Americas Stamford Kansas City Princeton New York MA MA MA MA MA MA MA MA MA MA CT MO NJ NY Adelaide Street East Toronto Canada Europe, Middle East and Africa: Churchill Place Brienner Strasse Sir John Rogerson's Quay Via Ferrante Aporti Kirchberg Titanium Tower BIG Bonarka CBK Asia Pacific: George Street San Dun Tian Tang Ecoworld 6B London Munich Dublin Milan England Germany Ireland Italy Gdansk Krakow Krakow Krakow Poland Poland Poland Poland Sydney Australia Hangzhou Hangzhou Bangalore China China India India India Leased Leased Leased Leased Leased Leased Owned Leased Owned Owned Leased Leased Leased Leased Leased Leased Leased Leased Leased Leased Leased Leased Leased Leased Leased Leased Leased Leased Leased Luxembourg Luxembourg Leased Knowledge City Salarpuria Hyderabad RMZ Ecoworld 7 Bangalore (1) We lease other properties in the above regions which consists of 41 locations in the U.S. and Canada, 39 locations in EMEA and 37 locations in APAC. 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 in this Form 10-K, and is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. State Street Corporation | 47 EXECUTIVE OFFICERS OF THE REGISTRANT The following table presents certain information with respect to each of our executive officers as of February 21, 2019. Name Age Position Ronald P. O'Hanley Eric W. Aboaf Ian W. Appleyard Jeffrey N. Carp Jeff D. Conway Andrew J. Erickson Hannah M. Grove Kathryn M. Horgan Karen C. Keenan Andrew P. Kuritzkes Louis D. Maiuri Donna M. Milrod Elizabeth Nolan Antoine Shagoury Cyrus Taraporevala 62 Chief Executive Officer and President 54 Executive Vice President and Chief Financial Officer 54 Executive Vice President, Global Controller and Chief Accounting Officer 62 Executive Vice President, Chief Legal Officer and Secretary 53 Executive Vice President, Global Head of Operations and Business Transformation 49 Executive Vice President, Head of Global Services 55 Executive Vice President and Chief Marketing Officer 53 Executive Vice President and Chief Human Resources and Citizenship Officer 56 Executive Vice President and Chief Administrative Officer 58 Executive Vice President and Chief Risk Officer 54 Executive Vice President, Head of Global Markets and Global Exchange 51 Executive Vice President and Head of Global Clients Division 56 Executive Vice President, Chief Executive Officer for Europe, Middle East and Africa 48 Executive Vice President and Global Chief Information Officer 52 President and Chief Executive Officer, State Street Global Advisors All executive officers are appointed by the Board of Directors and hold office at the discretion of the Board. No family relationships exist among any of our directors and executive officers. In accordance with the Chief Executive Officer succession plan previously announced in November 2018, Mr. O'Hanley succeeded Joseph L. Hooley as Chief Executive Officer on January 1, 2019. Mr. O'Hanley joined State Street in April 2015 and since January 1, 2019 has served as the President and Chief Executive Officer. Prior to this role Mr. O'Hanley served as President and Chief Operating Officer from November 2017 to December 2018 and served as Vice Chairman from January 1, 2017 to November 2017. He served as the Chief Executive Officer and President of State Street Global Advisors, investment management arm of State Street Corporation from April 2015 to November 2017. Prior to joining State Street, Mr. O'Hanley was president of Asset Management & Corporate Services for Fidelity Investments, a financial and mutual fund services corporation, from 2010 to February 2014. From 1997 to 2010, Mr. O'Hanley served in various positions at Bank of New York Mellon, a global banking and financial services corporation, serving as president and chief executive officer of BNY Asset Management in Boston from 2007 to 2010. the Mr. Aboaf joined State Street in December 2016 as Executive Vice President and has served as Executive Vice President and Chief Financial Officer since February 2017. Prior to joining State Street, Mr. Aboaf served as chief financial officer of Citizens Financial Group, a financial services and retail banking firm, to December 2016, with responsibility for all finance functions and corporate development. From 2003 to March 2015, he served in several senior management positions for Citigroup, a from April 2015 global investment banking and financial services corporation, including as global treasurer and as the chief financial officer of the institutional client group, which included the custody business. Mr. Appleyard joined State Street in May 2018 as Executive Vice President, Global Controller and Chief Accounting Officer. Prior to joining State Street, Mr. Appleyard served as managing director in group finance for Credit Suisse, a provider of financial services, from May 2013 to April 2018 and held several senior management positions with Credit Suisse after joining in September 2008. Prior to Credit Suisse, Mr. Appleyard held senior positions at HSBC and JPMorgan. Mr. 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 30 years ago and serves as Executive Vice President and head of Global Delivery. Prior to his current role, he was Chief Executive Officer for Europe, the Middle East and Africa from March 2015 until December 2017. Prior to that role, Mr. Conway held several other management positions within the Company, including leading Global Exchange from April 2013 to March 2015. From 2007 to April 2013, Mr. Conway served as the global head of our Investment Management Services business. State Street Corporation | 48 Mr. Erickson joined State Street in April 1991 and since November 2017 has served as Executive Vice President and head of our Global Services business. Prior to this role and commencing in June 2016, he served as Executive Vice President and head of Investment Services business in the Americas. Prior to that role, Mr. Erickson was the head of our Global Services business in Asia Pacific from April 2014 to June 2016 and prior to that was head of North Asia for Global Services from 2010 to April 2014. Mr. Erickson has also held several other positions within State Street during his over 25 years with the Company. Ms. Grove joined State Street in 1998 and currently serves as Executive Vice President and Chief Marketing Officer, a role she has been in since 2008. Prior to this role, Ms. Grove served as Senior Vice President for State Street’s Global Marketing division. Prior to joining State Street, Ms. Grove was the marketing director for World Times' Money Matters Institute, a collaboration between the United Nations and the World Bank that sought to foster sustainable development in emerging economies. Ms. Horgan joined State Street in April 2009 and has served as Executive Vice President and Chief Human Resources and Citizenship Officer since March 2017. Prior to March 2017, she served as Executive Vice President from 2012, and Chief Operating Officer, from 2011, for State Street's Global Human Resources division. Prior to that role, Ms. Horgan served as the Senior Vice President of Human Resources for State Street Global Advisors. Prior to joining State Street, Ms. Horgan was the executive vice president of human resources for Old Mutual Asset Management, a global, diversified multi-boutique asset management company, from 2006 to 2009. Ms. Keenan joined State Street in July 2007 as part of the acquisition of Investors Financial Services (IBT) and since June 2016 has served as Executive Vice President and Chief Administrative Officer, managing cross-organizational initiatives, overseeing data strategy projects, overseeing the Compliance Department and leading key components of regulatory initiatives. Prior to this role, from July 2015 to June 2016, Ms. Keenan led the Global Markets division worldwide, following her role as the head of Global Markets in EMEA from 2012 to 2016. From 2010 to 2012, Ms. Keenan served as the Chief Strategy Officer for Global Markets. While with IBT, she served as chief financial officer during its initial public offering and its early years as a public company. 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. Maiuri joined State Street in October 2013 and has served as Executive Vice President and head of State Street Global Markets since June 2016 and head of State Street Global Exchange since July 2015. From 2013 to July 2015, he led State Street's Securities Finance division. Before joining State Street, Mr. Maiuri served as executive vice president and deputy chief executive officer of asset servicing at BNY Mellon, a global banking and financial services corporation, from 2009 to 2013. Ms. Milrod joined State Street in December 2018 as Executive Vice President and Head of Global Clients Division. Prior to joining State Street, Ms. Milrod was most recently a senior advisor to Broadridge Financial Solutions, a provider of investor communications and technology-driven solutions to banks, broker/dealers, asset managers and corporate issuers globally, from January 2018 through November 2018 and senior advisor to McKinsey & Co, a global management consulting firm, from May 2017 to June 2018. Ms. Milrod served as head of DTCC Solutions at the Depository Trust & Clearing Corporation, a provider of information- based and business processing solutions to financial intermediaries globally, to November 2016 and before that served as chief administrative officer, leading operations and finance, from October 2012 to February 2015. Ms. Milrod held several senior positions with Deutsche Bank from 1993 to 2012. from February 2015 Ms. Nolan joined State Street in October 2015 and serves as Chief Executive Officer for Europe, the Middle East and Africa. Prior to that, she served as Executive Vice President and co-head of State Street Global Services for Europe, the Middle East and Africa from January 2017 to January 2018. Prior to that role, she served as head of European Banking from October 2015 to January 2017. Before joining State Street, from January 2015 to October 2015, Ms. Nolan served as managing director at Deutsche Bank in the global custody and clearing business. Prior to that role, Ms. Nolan spent 12 years at J.P. Morgan in various senior leadership roles, including from 2009 to 2014 as the head of client services and client onboarding globally for markets and investor services. Mr. Shagoury joined State Street in November 2015 as Executive Vice President, Information Technology and Global Chief Information Officer. Prior to joining State Street, Mr. Shagoury had several senior management positions from 2010 to November 2015 with the London Stock Exchange Group, a British- based stock exchange and information company, including the group chief operating officer and chief information officer. financial State Street Corporation | 49 Mr. Taraporevala joined State Street in April 2016 and since November 2017 has served as President and Chief Executive Officer of State Street Global Advisors. He joined State Street Global Advisors as Executive Vice President and Global Head of Product and Marketing. Prior to joining State Street Global Advisors, Mr. Taraporevala was the head of Retail Management Accounts and Life Insurance & Annuities for Fidelity Investments from 2012 to October 2015. Prior to that, Mr. Taraporevala held senior leadership roles at BNY Mellon Asset Management, including executive director of North American distribution. State Street Corporation | 50 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 2,503 shareholders of record as of January 31, 2019. In June 2018, our Board approved a common stock purchase program authorizing the purchase of up to $1.2 billion of our common stock through June 30, 2019 (the 2018 Program). In connection with our acquisition of Charles River Development, we did not repurchase any common stock during the second, third and fourth quarters of 2018. We resumed our common stock purchase program in the first quarter of 2019 and may repurchase up to $600 million through June 30, 2019 under the 2018 Program. trading programs. The 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 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. Our common stock purchase program does not have specific price targets and may be suspended at any time. We may employ third-party broker/dealers to acquire shares on the open market in connection with our common stock purchase programs. Additional information about our common stock, including Board authorization with respect to purchases by us of our common stock, is provided under "Capital" in in our Management's Discussion and Analysis and in Note 15 to the consolidated financial statements in this Form 10-K, and is incorporated herein by reference. “Financial Condition” 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, law, semi-annually or quarterly (but not more frequently) and can declare non-cash dividends at any time. Under for purposes of Massachusetts banking 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 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 State Street Corporation | 51 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 in accordance with federal and state statutory limitations and guidelines. resume in connection with 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 its CCAR process. Information about dividends declared by our Parent Company and dividends from our subsidiary banks is provided under "Capital" in “Financial Condition” in our Management's Discussion and Analysis, and in Note 15 to the consolidated financial statements in this Form 10- K, and is incorporated herein by reference. Future dividend payments of State Street Bank and our non- banking subsidiaries cannot be determined at this time. In addition, refer to “Capital Planning, Stress Tests and Dividends” in "Supervision and Regulation" in Business in this Form 10-K and the risk factor “Our business and capital-related activities, including our ability to return capital to shareholders and repurchase our capital stock, may be adversely affected by our implementation of regulatory capital and liquidity standards that we must meet or in the event our capital plan or post-stress capital ratios are determined to be insufficient as a result of regulatory capital stress testing” in Risk Factors in this Form 10-K. Information about our equity compensation plans is in Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, and in Note 18 to the consolidated financial statements in this Form 10-K, and is incorporated herein by reference. State Street Corporation | 52 SHAREHOLDER RETURN PERFORMANCE PRESENTATION The graph presented below compares the cumulative total shareholder return on our 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 our common stock and in each index on December 31, 2013. It also assumes reinvestment of common stock dividends. The S&P Financial Index is a publicly available, capitalization-weighted index, comprised of 68 of the Standard & Poor’s 500 companies, representing 27 diversified financial services companies, 22 insurance companies and 19 banking companies. The KBW Bank Index is a modified cap-weighted index consisting of 24 exchange-listed stocks, representing national money center banks and leading regional institutions. State Street Corporation $ S&P 500 Index S&P Financial Index KBW Bank Index 2013 2014 2015 2016 2017 2018 $ 100 100 100 100 109 114 115 109 $ 94 $ 112 $ 115 113 110 129 139 141 $ 143 157 170 168 95 150 148 138 State Street Corporation | 53 ITEM 6. SELECTED FINANCIAL DATA (Dollars in millions, except per share amounts or where otherwise noted) YEARS ENDED DECEMBER 31: Total fee revenue Net interest income Gains (losses) related to investment securities, net Total revenue Provision for loan losses Total expenses Income before income tax expense Income tax expense (benefit) Net income from non-controlling interest Net income Adjustments to net income(1) Net income available to common shareholders PER COMMON SHARE: Earnings per common share: Basic Diluted Cash dividends declared Closing market price (at year end) AS OF DECEMBER 31: Investment securities Average total interest-earning assets Total assets Deposits Long-term debt Total shareholders' equity Assets under custody and/or administration (in billions) Assets under management (in billions) Number of employees RATIOS: 2018 2017 2016 2015 2014 $ 9,305 $ 8,905 $ 8,116 $ 8,278 $ 8,010 2,671 6 2,304 (39) 2,084 7 2,088 (6) 2,260 4 11,982 11,170 10,207 10,360 10,274 15 8,968 2,999 400 — 2,599 (189) 2,410 6.48 6.40 1.78 63.07 2 8,269 2,899 722 — 2,177 (184) 1,993 5.32 5.24 1.60 97.61 $ $ $ 10 8,077 2,120 (22) 1 2,143 (175) 1,968 5.03 4.97 1.44 77.72 12 8,050 2,298 318 — 1,980 (132) 1,848 4.53 4.47 1.32 66.36 $ $ $ 10 7,827 2,437 415 — 2,022 (64) 1,958 4.62 4.53 1.16 78.50 $ $ $ $ $ $ $ $ $ $ 87,062 $ 97,579 $ 97,167 $ 100,022 $ 112,636 185,637 244,626 180,360 11,093 24,790 31,620 2,511 40,142 191,235 238,425 184,896 11,620 22,317 33,119 199,184 242,698 187,163 11,430 21,219 28,771 2,782 36,643 2,468 33,783 220,456 245,155 191,627 11,497 21,103 27,508 2,245 32,356 209,054 274,089 209,040 10,012 21,328 28,188 2,448 29,970 Return on average common shareholders' equity 12.2% 10.6% 10.5% 9.8% 9.8% Return on average assets Common dividend payout Average common equity to average total assets Net interest margin, fully taxable-equivalent basis Common equity tier 1 ratio(2) Tier 1 capital ratio(2) Total capital ratio(2) Tier 1 leverage ratio(3) Supplementary leverage ratio(4) 1.16 27.58 8.9 1.47 12.1 16.0 16.9 7.2 6.3 0.99 29.89 8.6 1.29 12.3 15.5 16.5 7.3 6.5 0.93 28.46 8.2 1.13 11.7 14.8 16.0 6.5 5.9 0.79 28.99 7.6 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 (1) Amounts represent preferred stock dividends and the allocation of earnings to participating securities using the two-class method. (2) Ratios were calculated in conformity with the advanced approaches provisions of the Basel III final rule. Refer to Note 16 to the consolidated financial statements in this Form 10-K. (3) The tier 1 leverage ratio was calculated in conformity with the Basel III final rule. (4) The supplementary leverage ratio was calculated using the tier 1 capital as calculated under the supplementary leverage ratio provisions of the Basel III final rule. State Street Corporation | 54 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 Income Provision for Loan Losses Expenses Acquisition Costs Restructuring and Repositioning Charges Income Tax Expense Line of Business Information Investment Servicing Investment Management Financial Condition Investment Securities Loans and Leases Cross-Border Outstandings Risk Management Credit Risk Management Liquidity Risk Management Operational Risk Management Information Technology Risk Management Market Risk Management Model Risk Management Strategic Risk Management Capital Off-Balance Sheet Arrangements Significant Accounting Estimates Recent Accounting Developments 56 57 60 60 60 63 65 65 66 66 66 67 67 70 73 74 78 79 80 84 89 94 97 98 105 106 106 115 116 117 We use acronyms and other defined terms for certain business terms and abbreviations, as defined on the acronyms list and glossary following the consolidated financial statements in this Form 10-K. State Street Corporation | 55 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, 2018, we had consolidated total assets of $244.63 billion, consolidated total deposits of $180.36 billion, consolidated total shareholders' equity of $24.79 billion and over 40,000 employees. We operate in more than 100 geographic markets worldwide, the U.S., Canada, including Europe, the Middle East and Asia. Our operations are organized into two lines of Investment Investment Servicing and business, Management, which are defined based on products and services provided. for Investment Servicing provides services institutional clients, including mutual funds, collective investment funds and other investment pools, corporate and public retirement plans, insurance companies, investment managers, foundations and endowments worldwide. Products include: custody; product and participant level accounting; daily pricing and administration; master trust and master custody; depotbank services (a fund oversight role created by regulation); record-keeping; cash management; foreign exchange, brokerage and other trading services; securities finance; our enhanced custody product, which integrates principal securities lending and custody; deposit and short-term investment facilities; loans and lease financing; investment manager and alternative operations investment manager outsourcing; performance, risk and compliance analytics; and financial data management to support institutional investors. New products and services resulting from our acquisition of Charles River Development on October 1, 2018 include: portfolio modeling and construction; trade order management; risk and compliance; and wealth investment management solutions. Investment Management, through State Street Global Advisors, provides a broad range of investment management strategies and products for our clients. Our investment management strategies and products span the risk/reward spectrum, including core and enhanced indexing, multi-asset strategies, active quantitative and fundamental active capabilities and alternative investment strategies. Our AUM is currently primarily weighted to indexed strategies. In addition, we provide a breadth of services and solutions, including investing, environmental, social and governance defined benefit and defined contribution and OCIO. State Street Global Advisors is also a provider of ETFs, including the SPDR® ETF brand. While management fees are primarily determined by the values of AUM and the investment strategies employed, management fees reflect other factors as well, including the benchmarks specified in the respective management agreements related to performance fees. For financial and other information about our lines of business, refer to “Line of Business Information” in this Management's Discussion and Analysis and Note 24 to the consolidated financial statements in 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 in this Form 10-K. Certain previously reported amounts presented in this Form 10-K have been reclassified to conform to current- period presentation. We prepare our consolidated financial statements in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP to make estimates and requires management 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; 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 basis, including certain non- GAAP measures used in the calculation of identified regulatory ratios. We measure and compare certain financial information on a non-GAAP basis, including information (such as capital ratios calculated under regulatory standards scheduled to be effective in the future) that management uses in evaluating our business and activities. financial Non-GAAP information should be considered in addition to, and not as a substitute for or superior to, financial information prepared in conformity with U.S. GAAP. Any non-GAAP financial information this this Form 10-K, presented Management’s Discussion and Analysis, is reconciled including in State Street Corporation | 56 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS to its most directly comparable currently applicable regulatory ratio or U.S. GAAP-basis measure. We further believe that our presentation of fully taxable-equivalent NII, a non-GAAP measure, which reports non-taxable revenue, such as interest income associated with tax-exempt investment securities, on a fully taxable-equivalent basis, facilitates an investor's understanding and analysis of our underlying financial performance and trends. This Management's Discussion and Analysis contains statements that are considered "forward- looking statements" within the meaning of U.S. securities laws. Forward-looking statements include statements about our goals and expectations regarding our business, financial and capital condition, results of operations, strategies, financial portfolio performance, dividend and stock purchase programs, expected legal proceedings, market growth, outcomes of acquisitions, joint ventures and divestitures and new technologies, services and opportunities, as well as 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" in this Form 10-K. regulatory standards, We provide additional disclosures required by including applicable bank supplemental qualitative and quantitative information with respect to regulatory capital (including market risk associated with our trading activities) and the liquidity coverage ratio, summary results of semi-annual State Street-run stress tests which we conduct under the Dodd-Frank Act and resolution plan disclosures required under the Dodd-Frank Act. These additional disclosures are accessible on the “Investor Relations” at our section www.statestreet.com. corporate website of We have included our website address in this report as an inactive textual reference only. Information on our website is not incorporated by reference in this Form 10-K. We use acronyms and other defined terms for certain business terms and abbreviations, as defined on the acronyms list and glossary in this Form 10-K. OVERVIEW OF FINANCIAL RESULTS TABLE 1: OVERVIEW OF FINANCIAL RESULTS (Dollars in millions, except per share amounts) Total fee revenue(1)(2)(3) Net interest income(2) Gains (losses) related to investment securities, net Total revenue(1)(3) Provision for loan losses Total expenses(1)(3) Income before income tax expense Income tax expense (benefit) Net income from non-controlling interest Years Ended December 31, 2018 2017 2016 $ 9,305 $ 8,905 $ 8,116 2,671 2,304 2,084 6 (39) 7 11,982 11,170 10,207 15 8,968 2,999 400 2 8,269 2,899 722 10 8,077 2,120 (22) — — 1 Net income $ 2,599 $ 2,177 $ 2,143 Adjustments to net income: Dividends on preferred stock(4) $ (188) $ (182) $ (173) Earnings allocated to participating securities(5) Net income available to common shareholders Earnings per common share: (1) (2) (2) $ 2,410 $ 1,993 $ 1,968 Basic Diluted $ 6.48 6.40 $ 5.32 5.24 $ 5.03 4.97 Average common shares outstanding (in thousands): Basic Diluted 371,983 376,476 374,793 380,213 391,485 396,090 Cash dividends declared per common share $ 1.78 $ 1.60 $ 1.44 Return on average common equity 12.2% 10.6% 10.5% (1) The new revenue recognition standard contributed approximately $272 million in total revenue and total expenses for 2018, compared to 2017, including approximately $190 million in management fees, $58 million in foreign exchange trading services and $24 million across other revenue lines, and expenses contributed approximately $183 million in other expenses, $59 million in transaction processing and $30 million across other expense line items. (2) Approximately $15 million of swap costs in 1Q18 were reclassified from processing fees and other revenue within fee revenue to net interest income to conform to current presentation. (3) Charles River Development contributed approximately $121 million and $57 million in total revenue and total expenses, respectively, in the fourth quarter of 2018, including approximately $116 million in processing fees and other revenue and $5 million in other revenue lines, and expenses contributed approximately $28 million in compensation and employee benefits, $18 million in amortization of other intangible assets and $11 million in other expense lines. (4) Additional information about our preferred stock dividends is provided in Note 15 to the consolidated financial statements in this Form 10-K. (5) Represents the portion of net income available to common equity allocated to participating securities, composed of unvested and fully vested SERP shares and fully vested deferred director stock awards, which are equity-based awards that contain non-forfeitable rights to dividends, and are considered to participate with the common stock in undistributed earnings. The following “Financial Results and Highlights” section provides information related to significant events, as well as highlights of our consolidated financial results for the year ended December 31, 2018 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, 2018 to those for the year ended December 31, 2017, is provided under “Consolidated Results of Operations,” "Line of Business Information" and "Capital" which follows these sections, as well as in our consolidated financial statements in this Form 10-K. In this Management’s Discussion and Analysis, where we describe the effects State Street Corporation | 57 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS of changes in foreign exchange rates, those effects are determined by applying applicable weighted average foreign exchange rates from the relevant 2017 period to the relevant 2018 period results. Financial Results and Highlights • EPS of $6.40 in 2018 increased 22% compared to $5.24 in 2017. Both years include the impact of notable items. 2018 notable items included: Repositioning charges of approximately $300 million; Legal and related expenses of approximately $50 million; and Acquisition and restructuring costs primarily related to Charles River Development of approximately $24 million. 2017 notable items included: One-time estimated net impact of $270 the TCJA, million associated with including a one-time estimated tax expense of approximately $250 million and a one-time reduction in revenue of approximately $20 million; and Acquisition and restructuring costs to GEAM and Beacon of related approximately $266 million. • • 2018 revenues were impacted by unfavorable market conditions and fee compression. In light of challenging market and industry headwinds, we have launched a new expense program designed to reduce costs. 2018 ROE of 12.2% increased from 10.6% in 2017. Pre-tax margin of 25.0% in 2018 decreased from 26.0% in 2017. • Operating leverage was (1.2)% for 2018. Operating leverage represents the difference between the percentage change in total revenue and the percentage change in total expenses, in each case relative to the prior year period. represents • Fee operating leverage was (4.0)% for 2018. Fee operating the leverage difference between the percentage change in total fee revenue and the percentage change in total expenses, in each case relative to the prior year period. The negative fee operating leverage is primarily due to higher expenses, in part due to the aforementioned notable items. • On October 1, 2018, we completed our acquisition of Charles River Development, a provider of investment management front office tools and solutions, for an all cash purchase price of approximately $2.6 billion. We funded the acquisition with a July 2018 issuance of common stock of approximately $1.15 billion, a September 2018 issuance of preferred stock of approximately $500 million and the suspension of approximately $950 million of share repurchases in 2018. Total revenues contributed by Charles River Development fourth quarter of 2018 were approximately $121 million, including $116 million in processing fees and other revenue and $5 million in other revenue lines. the in in the Total expenses contributed by Charles River Development fourth quarter of 2018 were approximately $57 million, including $28 million in compensation and employee benefits, $18 million in amortization of other intangible assets and $11 million in other expense lines. • We have resumed our common stock purchase program in the first quarter of 2019 and may repurchase up to $600 million through June 30, 2019 under the 2018 Program. Revenue • Total revenue and fee revenue increased 7% and 5%, respectively, in 2018 compared to 2017, primarily driven by higher management fees and foreign exchange trading services and, in the case of total revenue, higher NII, partially offset by lower securities finance revenue. The new recognition revenue standard, effective January 1, 2018, contributed approximately $272 million to total revenue in 2018 compared to 2017. Charles River Development contributed approximately $121 million to total revenue in 2018. • Servicing fee revenue increased 1% in 2018 compared to 2017, primarily due to market appreciation and net new business, largely offset by challenging industry conditions, including fee pressure. • Management fee revenue increased 15%, or $235 million, in 2018 compared to 2017, reflecting higher average global equity markets during 2018. The new revenue recognition standard to management fee revenue in 2018, compared to 2017. contributed $190 million State Street Corporation | 58 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS • Securities finance revenue decreased 10% in 2018 compared to 2017, primarily due to certain balance sheet repositioning efforts in 2018. • Processing fees and other revenue increased 17% in 2018 compared to 2017, and reflects approximately $116 million from Charles River Development in 2018. • NII increased 16% in 2018 compared to 2017, primarily due to higher U.S. interest rates and disciplined liability pricing, partially offset by a mix shift In 2018, we sold approximately $26 billion of non-HQLA, of which a significant portion has been reinvested in HQLA. to HQLA. Expenses increased 9% to 2017, primarily due • Total expenses in 2018 compared to repositioning charges taken in 2018, the adoption of the new revenue recognition standard in 2018 and higher technology costs, partially offset by net Beacon savings. In 2018, we initiated a new expense savings program and expect to realize $350 million in gross expense savings by the end of 2019. As part of that program, we recorded a repositioning charge in the fourth quarter of 2018 of approximately $223 million, consisting of $198 million of compensation and employee benefits expenses and $25 million of occupancy expenses. Including a charge taken in the second quarter of 2018, total repositioning charges were $300 million in 2018. In 2018, we achieved approximately $245 million of Beacon pre-tax year- over-year savings, net of Beacon investments. Total expenses in 2018 include approximately $272 million and $57 million related to the adoption of the new revenue recognition standard and our acquisition of Charles River Development, respectively. AUC/A and AUM • AUC/A decreased 5% in 2018 compared to 2017, primarily due to lower market levels. In 2018, newly announced asset servicing mandates totaled approximately $1.9 trillion. Servicing assets remaining to be installed in future periods totaled approximately $385 billion as of December 31, 2018. • AUM decreased 10% in 2018 compared to 2017, primarily driven by weaker period end equity markets as well as institutional and cash outflows, partially offset by ETF net inflows. Capital • We declared aggregate common stock dividends of $1.78 per share, totaling $665 million in 2018, compared to $1.60 per share, totaling $596 million in 2017, representing an increase of approximately 12% on a per share basis. • • • • In the first quarter of 2018, we acquired 3.3 million shares of common stock at an average per share cost of $105.31 and an aggregate cost of approximately $350 million under our prior common stock purchase program (the 2017 Program) approved by our Board. In connection with our acquisition of Charles River Development, we did not repurchase any common stock under the common stock purchase plan approved by our Board in June 2018 (the 2018 Program), nor did we repurchase any common stock under the 2017 Program in the quarter ended June 30, 2018. We have resumed our common stock purchase program in the first quarter of 2019 and may repurchase up to $600 million through June 30, 2019 under the 2018 Program. In July 2018, we completed a public offering of approximately 13.24 million shares of our common stock. The offering price was $86.93 per share and net proceeds totaled approximately $1.15 billion. issued 500,000 In September 2018, we depositary shares each representing a 1/100th ownership interest in a share of our Fixed-to- Floating Rate Non-Cumulative Perpetual Preferred Stock, Series H, without par value per share, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share) and an initial dividend rate of 5.625% per annum. The net proceeds were approximately $500 million. • Our standardized CET1 capital ratio decreased to 11.7% as of December 31, 2018 compared to 11.9% as of December 31, 2017, and Tier 1 leverage ratio decreased to 7.2% as of December 31, 2018 compared to 7.3% as of December 31, 2017. The decreases are primarily driven by higher deduction of goodwill of $1.5 billion and intangible assets of $1.0 billion as a result of our acquisition of Charles River Development, as well as the phase in of the intangible assets of $0.3 billion (100% in 2018 compared to 80% in 2017). State Street Corporation | 59 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CONSOLIDATED RESULTS OF OPERATIONS This section discusses our consolidated results of operations for 2018 compared to 2017, as well as 2017 compared to 2016, and should be read in conjunction with financial statements and accompanying condensed notes to the consolidated financial statements in this Form 10-K. the consolidated Total Revenue TABLE 2: TOTAL REVENUE Years Ended December 31, (Dollars in millions) 2018 2017 2016 Fee revenue: % Change 2018 vs. 2017 % Change 2017 vs. 2016 Servicing fees $ 5,421 $ 5,365 $ 5,073 1% Management fees(1) 1,851 1,616 1,292 Foreign exchange trading services(1) Securities finance Processing fees and other(2) Total fee revenue(2) Net interest income: 1,201 1,071 1,099 543 289 606 247 562 90 9,305 8,905 8,116 Interest income 3,662 2,908 2,512 Interest expense 991 604 428 Net interest income 2,671 2,304 2,084 Gains (losses) related to investment securities, net Total revenue(1)(2) 6 (39) 7 $11,982 $11,170 $10,207 15 12 (10) 17 5 26 64 16 nm 7 6% 25 (3) 8 174 10 16 41 11 nm 9 (1) The new revenue recognition standard contributed approximately $272 million in total revenue for 2018, compared to 2017, including approximately $190 million in management fees, $58 million in foreign exchange trading services and $24 million across other revenue lines. (2) Charles River Development contributed approximately $121 million in total revenue for the fourth quarter of 2018, including approximately $116 million in processing fees and other revenue and $5 million in other revenue lines. nm Not meaningful Fee Revenue Table 2: Total Revenue, provides the breakout of fee revenue for the years ended December 31, 2018, 2017 and 2016. Servicing and management fees collectively made up approximately 78% of the total fee revenue in 2018, 2017 and 2016. Servicing Fee Revenue factors including changes Generally, our servicing fee revenues are affected by several in market valuations, client activity and asset flows, net new business and the manner in which we price our services. We provide a range of services to our clients, including core custody services, accounting, reporting and administration and middle office services, and the nature and mix of services provided affects our servicing fees. The basis for fees will differ across regions and clients. In general, approximately 55% of our servicing fee revenues have been variable due to changes in asset valuations including changes in daily average valuations of AUC/A; another 15% of our servicing fees are impacted by the volume of activity in the funds we serve; and the remaining 30% of our servicing fees tend not to be variable in nature nor impacted by market fluctuations or values. Changes in Market Valuations Our servicing fee revenue is impacted by both our levels of and the geographic and product mix of our AUC/A. Increases or decreases in market valuations have a corresponding impact on the level of our AUC/ A and servicing fee revenues, though the degree of impact will vary depending on asset types and classes and geography of assets held within our clients’ portfolios. Over the past five years, including the year ended December 31, 2018, we estimate that worldwide market valuations impacted our servicing fee revenues by approximately (2)% to 5% annually and approximately 2% in 2018. See Table 3: Daily, Month-End and Year- End Equity Indices for selected indices. While the specific indices presented are indicative of general market trends, the asset types and classes relevant to individual client portfolios can and do differ, and the performance of associated relevant indices and of client portfolios can therefore differ from the performance of In addition, our asset the industry those classifications may differ classifications presented. indices presented. from We estimate, using relevant information as of December 31, 2018 and assuming that all other factors remain constant, that: • A 10% increase or decrease in worldwide equity valuations, on a weighted average basis, over the relevant periods for which our servicing fees are calculated, would result in a corresponding change in our total servicing fee revenues, on average and over time, of approximately 3%; and A 10% increase or decrease in worldwide fixed income valuations, on a weighted average basis, over the relevant periods for which our servicing fees are calculated, would result in a corresponding change in our total servicing fee revenues, on average and over time, of approximately 1%. • State Street Corporation | 60 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 3: DAILY, MONTH-END AND YEAR-END EQUITY INDICES(1) S&P 500® MSCI EAFE® MSCI® Emerging Markets HFRI Asset Weighted Composite® Barclays Capital Global Aggregate Bond Index Years Ended December 31, Years Ended December 31, Years Ended December 31, 2018 2017 % Change 2018 2017 % Change 2018 2017 % Change Daily Averages of Indices Averages of Month-End Indices Year-End Indices 2,746 1,965 1,093 NA NA 2,449 1,886 1,028 NA NA 12% 4 6 NA NA 2,738 1,957 1,090 1,404 NA 2,465 1,900 1,036 1,352 NA 11% 3 5 4 NA 2,507 1,720 966 1,380 479 2,674 2,051 1,158 1,389 485 (6)% (16) (17) (1) (1) (1) The index names listed in the table are service marks of their respective owners. NA Not applicable Client Activity and Asset Flows Client activity and asset flows are impacted by the number of transactions we execute on behalf of our clients, including FX settlements, equity and derivative trades and wire transfer activity, as well as actions by our clients to change the asset class in which their assets are invested based on their risk acceptance tolerance. Industry trends, such as client redemptions out of hedge funds, can also impact our servicing fee revenues. Over the past five years, including the year ended December 31, 2018, we estimate that client activity and asset flows, together, impacted our servicing fee revenues by approximately (1%) to 2% annually and approximately 1% in 2018. See Table 4: Industry Asset Flows for selected asset flow information. While the asset flows presented are indicative of general market trends, the asset types and classes relevant to individual client portfolios can and do differ, and our flows may differ from those market trends. In addition, our asset classifications may differ from those industry classifications presented. TABLE 4: INDUSTRY ASSET FLOWS Pricing (In billions) North America - ICI Market Data(1)(2) Long-Term Funds(3) Money Market ETF Total ICI Flows $ $ Europe - Broadridge Market Data(1)(4) Long-Term Funds(3) Money Market Total Broadridge Flows $ $ Years Ended December 31, 2018 2017 (349.6) $ 119.8 310.9 81.1 $ (52.1) $ 12.4 (39.7) $ 66.8 81.2 470.8 618.8 713.5 75.7 789.2 (1) Industry data is provided for illustrative purposes only and is not intended to reflect the Company's activity or its clients' activity. (2) Source: Investment Company Institute. Investment Company Institute (ICI) data includes funds not registered under the Investment Company Act of 1940. Mutual fund data represents estimates of net new cash flow, which is new sales minus redemptions combined with net exchanges, while ETF data represents net issuance, which is gross issuance less gross redemptions. Data for mutual funds that invest primarily in other mutual funds and ETFs that invest primarily in other ETFs were excluded from the series. ICI classifies mutual funds and ETFs based on language in the fund prospectus. (3) The long-term fund flows reported by ICI are composed of North America Market flows mainly in Equities, Hybrids and Fixed-Income Asset Classes. The long-term fund flows reported by Broadridge are composed of EMEA Market flows mainly in Equities, Fixed-Income and Multi Asset Classes. (4) Source: © Copyright 2018, Broadridge Financial Solutions, Inc. Funds of funds have been excluded from Broadridge data (to avoid double counting). Therefore, a market total is the sum of all the investment categories excluding the three funds of funds categories (in-house, ex-house and hedge). ETFs are included in Broadridge’s database on mutual funds, but this excludes exchange- traded commodity products that are not mutual funds. The industry in which we operate has historically faced pricing pressure, and our servicing fee revenues are also affected by such pressures today. On average, over the past 5 years, including the year ended December 31, 2018, we estimate that pricing pressure with respect to existing clients have impacted our servicing fees by approximately (2%) annually, with the impact ranging from (1%) to (4%) in any given year and during the year ended December 31, 2018, the impact was at the higher end of that range. Pricing concessions can be a part of a contract renegotiation with a client including terms that may benefit us, such as extending the terms of our relationship with the client, expanding the scope of services that we provide or reducing our dependency on manual processes the standardization of the services we provide. The timing of the impact of additional revenue generated by such additional services, and the amount of revenue generated, may differ from the impact of pricing concessions on existing services due to the necessary time required to onboard those new services and the nature of those services. These same market pressures also impact the fees we negotiate when we win business from new clients. through State Street Corporation | 61 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS • A 10% increase or decrease in worldwide fixed- income valuations, on a weighted average basis, over the relevant periods for which our management fees are calculated, would result in a corresponding change total management fee revenues, on average and over time, of approximately 4%. in our Daily averages, month-end averages and year- end indices demonstrate worldwide changes in equity and debt markets that affect our management fee revenue. Year-end indices affect the values of AUM as of those dates. See Table 3: Daily, Month-End and Year- End Equity Indices for selected indices. Additional information about fee revenue is provided under "Line of Business Information" included in this Management's Discussion and Analysis. Net New Business Over the past five years, including the year ended December 31, 2018, net new business, which includes business both won and lost, has affected our servicing fee revenues by approximately 2% on average with a range of 1% to 3% annually and approximately 1% in 2018. New business can include: custody; product and participant level accounting; daily valuation and administration; record-keeping; cash management; trading foreign exchange, brokerage and other services; securities finance; and other services. Revenues associated with new servicing mandates may vary based on the breadth of services provided, the time required to install the assets, and the types of assets installed. Management Fee Revenue Management fees generally are affected by changes in month-end valuations of AUM. Management fees for certain components of managed assets, such as ETFs, mutual funds and UCITS, are affected by daily average valuations of AUM. Management fee revenue is more sensitive to market valuations than servicing fee revenue, as a higher proportion of the underlying services provided, and the associated management fees earned, are dependent on equity and fixed-income security valuations. Additional factors, such as the relative mix of assets managed, may have a significant effect on our management fee revenue. While certain management fees are directly determined by the values of AUM and the investment strategies employed, management fees may reflect other factors, including performance fee arrangements, as well as our relationship pricing for clients. fees Asset-based management for actively managed products are generally charged at a higher percentage of AUM than for passive products. Actively managed products may also include performance fee arrangements which are recorded when the fee is earned, based on predetermined benchmarks associated with the applicable account's performance. In light of the above, we estimate, using relevant information as of December 31, 2018 and assuming that all other factors remain constant, including the impact of business won and lost and client flows, that: • A 10% increase or decrease in worldwide equity valuations, on a weighted average basis, over the relevant periods for which our management fees are calculated, would result in a corresponding change total management fee revenues, on average and over time, of approximately 5%; and in our State Street Corporation | 62 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net Interest Income See Table 2: Total Revenue, for the breakout of interest income and interest expense for the years ended December 31, 2018, 2017 and 2016. NII was $2,671 million for 2018, compared to $2,304 million and $2,084 million for 2017 and 2016, respectively. NII is defined as interest income earned on interest-earning assets less interest expense incurred on interest- bearing liabilities. Interest-earning assets, which principally consist of investment securities, interest-bearing deposits with banks, resale agreements, loans and leases and other liquid assets, are financed primarily by client deposits, short-term borrowings and long-term debt. NIM represents the relationship between annualized fully taxable-equivalent NII and average total interest-earning assets for the period. It is calculated by dividing fully taxable-equivalent NII by average interest-earning assets. Revenue that is exempt from income taxes, mainly earned from certain investment securities (state and political subdivisions), is adjusted to a fully taxable-equivalent basis using the U.S. federal and state statutory income tax rates. See Table 5: Average Balances and Interest Rates - Fully Taxable-Equivalent Basis, for the breakout of NII on a FTE basis for the years ended December 31, 2018, 2017 and 2016. NII on a FTE basis increased in 2018 compared to 2017, primarily due to higher U.S. interest rates and a continued focus on disciplined liability pricing. TABLE 5: AVERAGE BALANCES AND INTEREST RATES - FULLY TAXABLE-EQUIVALENT BASIS(1) (Dollars in millions; fully taxable-equivalent basis) Interest-bearing deposits with banks Securities purchased under resale agreements(2) Trading account assets Investment securities Loans and leases Other interest-earning assets 2018 Interest Revenue/ Expense 387 $ 335 — 1,927 698 372 Average Balance $ 54,328 2,901 1,051 88,070 23,573 15,714 Average total interest-earning assets $ 185,637 $ 3,719 Interest-bearing deposits: U.S. Non-U.S.(3) Total interest-bearing deposits(3)(4) Securities sold under repurchase agreements Federal funds purchased Other short-term borrowings Long-term debt Other interest-bearing liabilities $ 54,953 $ 70,623 125,576 2,048 — 1,327 10,686 4,956 Average total interest-bearing liabilities $ 144,593 $ Interest rate spread 256 107 363 13 — 17 389 209 991 Net interest income-fully taxable-equivalent basis $ 2,728 Net interest margin-fully taxable-equivalent basis Tax-equivalent adjustment Net interest income-GAAP basis (57) $ 2,671 0.47% $ 30,623 $ 0.31% $ 30,107 $ 132 0.44% (47) (0.05) 2016 Interest Revenue/ Expense 126 $ 146 — Years Ended December 31, Rate Average Balance 0.71% $ 47,514 2017 Interest Revenue/ Expense 180 $ Rate Average Balance 0.38% $ 53,091 11.55 — 2.19 2.96 2.37 2.00 0.15 0.29 0.62 — 1.28 3.64 4.20 0.68 1.32% 1.47% 2,131 1,011 95,779 21,916 22,884 264 12.38 (1) (0.12) 2,558 921 1,891 519 222 1.97 2.37 0.97 1.61 100,738 1,962 19,013 22,863 384 61 $ 199,184 $ 2,679 $ 191,235 $ 3,075 91,937 122,560 3,683 — 1,313 11,595 4,607 $ 143,758 $ 96 67 163 2 — 10 308 121 604 $ 2,471 (167) $ 2,304 0.07 0.13 0.05 — 0.80 2.66 2.63 0.42 1.19% 1.29% 95,551 125,658 4,113 31 1,666 11,401 5,394 $ 148,263 $ 85 1 — 7 260 75 428 $ 2,251 (167) $ 2,084 Rate 0.24% 5.70 — 1.95 2.02 0.27 1.34 0.07 0.02 — 0.40 2.29 1.39 0.29 1.05% 1.13% (1) Rates earned/paid on interest-earning assets and interest-bearing liabilities include the impact of hedge activities associated with our asset and liability management activities where applicable. (2) Reflects the impact of balance sheet netting under enforceable netting agreements of approximately $36 billion, $31 billion and $30 billion for the years ended December 31, 2018, 2017 and 2016, respectively. Excluding the impact of netting, the average interest rates would be approximately 0.87%, 0.79% and 0.43% for the years ended December 31, 2018, 2017 and 2016, respectively. (3) Average rate includes the impact of FX swap costs of approximately $106 million, $141 million and $27 million for the years ended December 31, 2018, 2017 and 2016, respectively. Average rates for total interest-bearing deposits excluding the impact of FX swap costs were 0.20%, 0.02% and 0.04% for the years ended December 31, 2018, 2017 and 2016, respectively. (4) Total deposits averaged $161.4 billion for 2018, compared to $163.8 billion and $170.5 billion for 2017 and 2016, respectively. State Street Corporation | 63 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Changes in the components of interest-earning assets and interest-bearing liabilities are discussed in more detail below. Additional information about the components of interest income and interest expense is provided in Note 17 to the consolidated financial statements in this Form 10-K. total Average interest-earning assets were $185.64 billion in 2018 compared to $191.24 billion in 2017. The decrease is largely driven by lower client deposits, which includes both interest-bearing and non- interest-bearing deposits and securities sold under repurchase agreements. Interest-bearing deposits with banks averaged $54.33 billion in 2018 compared to $47.51 billion in 2017. These deposits primarily reflect our maintenance of cash balances at the Federal Reserve, the ECB and other non-U.S. central banks. Securities purchased under resale agreements averaged $2.90 billion in 2018 compared to $2.13 billion in 2017. This reflects the impact of balance sheet netting under enforceable netting agreements of approximately $36 billion and $31 billion for 2018 and 2017, respectively. We maintain an agreement with the Fixed Income Clearing Corporation (FICC), a clearing organization that enables us to net all securities sold those repurchase agreements against under purchased agreements with resale counterparties that are also members of the clearing organization. The increase in 2018 compared to 2017 is primarily due to the expansion of our program with the FICC and new client activity. under Investment securities averaged $88.07 billion in 2018 compared to $95.78 billion in 2017. The decrease in average investment securities was primarily driven by our investment repositioning strategy to prioritize capital efficient client lending while managing OCI sensitivity. We sold approximately $26 billion of securities, primarily non-HQLA, during 2018, with a significant portion of the proceeds being reinvested in HQLA, such as MBS and interest-bearing deposits with banks. Loans and leases averaged $23.57 billion in 2018 compared to $21.92 billion in 2017. The increase in average loans and leases was primarily driven by higher levels of mutual fund lending and commercial real estate loans, as part of our effort to expand our commercial and real estate loan program. Loans and leases also includes U.S. and non-U.S. overdrafts, which provide liquidity to clients in support of investment activities. Average other interest-earning assets, largely associated with our enhanced custody business, decreased to $15.71 billion in 2018 from $22.88 billion in 2017, primarily driven by a reduction in the level of cash collateral posted. Enhanced custody is our securities financing business where we act as principal with respect to our custody clients and generate securities finance revenue. The NII earned on these transactions is generally lower than the interest earned on other alternative investments. Aggregate average U.S. and non-U.S. interest- bearing deposits increased to $125.58 billion in 2018 from $122.56 billion in 2017. The increase was primarily driven by a gradual shift from non-interest-bearing deposits to interest-bearing deposits. Future deposit levels will be influenced by the underlying asset servicing business, client deposit behavior and market conditions, including the general levels of U.S. and non- U.S. interest rates. Average other short-term borrowings, largely associated with our tax-exempt investment program, increased to $1.33 billion in 2018 from $1.31 billion in 2017. Average long-term debt was $10.69 billion in 2018 compared to $11.60 billion in 2017. These amounts reflect issuances and maturities of senior debt during the respective periods, including the issuance of $1.0 billion of senior debt in December 2018. Average other interest-bearing liabilities were $4.96 billion in 2018 compared to $4.61 billion in 2017. Other interest-bearing liabilities primarily reflect our level of cash collateral received from clients in connection with our enhanced custody business, which is presented on a net basis where we have enforceable netting agreements. Several factors could affect future levels of NII and NIM, including the volume and mix of client deposits and funding sources; central bank actions; balance sheet management activities; changes in the level and slope of U.S. and non-U.S. interest rates; revised or proposed regulatory capital or liquidity standards, or interpretations of those standards; the yields earned on securities purchased compared to the yields earned on securities sold or matured and changes in the type and amount of credit or other loans we extend. Based on market conditions and other factors, including regulatory standards, we continue to reinvest the majority of the proceeds from pay-downs and maturities of investment securities in highly-rated U.S. and non-U.S. securities, such as U.S. Treasury and agency securities, sovereign debt securities and federal agency MBS. The pace at which we reinvest and the types of investment securities purchased will depend on the impact of market conditions, the implementation of regulatory standards, including interpretation of those standards and other factors over time. We expect these factors and the levels of global interest rates to impact our reinvestment program and future levels of NII and NIM. State Street Corporation | 64 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Provision for Loan Losses We recorded a provision for loan losses of $15 million in 2018 compared to $2 million and $10 million in 2017 and 2016, respectively. The provision increased in 2018 compared to 2017, primarily due to a higher volume of loans to non-investment grade borrowers composed of senior secured loans that we purchased in connection with our participation in loan syndications in the non-investment grade lending market. Additional information about these senior secured loans is provided under “Loans and Leases” in "Financial Condition" in this Management's Discussion and Analysis and in Note 4 to the consolidated financial statements in this Form 10-K. Expenses Table 6: Expenses, provides the breakout of expenses for the years ended December 31, 2018, 2017 and 2016. TABLE 6: EXPENSES Years Ended December 31, (Dollars in millions) 2018 2017 2016 % Change 2018 vs. 2017 % Change 2017 vs. 2016 $ 4,780 $ 4,394 $ 4,353 9% 1% Compensation and employee benefits(1) Information systems and communications Transaction processing services(2) Occupancy Acquisition costs Restructuring charges, net Amortization of other intangible assets(1) Other: Professional services Regulatory fees and assessments Other(2) Total other(2) Total expenses(1) (2) 1,324 1,167 1,105 938 500 31 (7) 226 357 87 732 1,176 838 461 21 245 214 340 106 483 929 800 440 69 140 207 379 82 502 963 $ 8,968 $ 8,269 $ 8,077 Number of employees at year-end 40,142 36,643 33,783 14 12 9 48 nm 6 5 (18) 52 27 9 10 6 5 5 (70) 75 3 (10) 29 (4) (4) 2 8 (1) Charles River Development contributed approximately $57 million in total expenses for the fourth quarter of 2018, including approximately $28 million in compensation and employee benefits, $18 million in amortization of other intangible assets and $11 million in other expense lines. (2) The new revenue recognition standard contributed approximately $272 million in total expenses for 2018, compared to 2017, including approximately $183 million in other expenses, $59 million in transaction processing and $30 million across other expense line items. nm Not meaningful Compensation and employee benefits expenses increased 9% in 2018 compared to 2017, primarily due to repositioning charges of $259 million in 2018, or two- thirds of the 9% increase, as described below, as well as annual merit increases, higher investments to support new business and approximately $28 million from Charles River Development, partially offset by net Beacon savings and lower performance based incentive compensation. Compensation and employee benefits expenses increased 1% in 2017, compared to 2016, primarily due to increased costs to support new business, annual merit and performance based incentive compensation increases, partially offset by net Beacon savings. In December 2016, we recorded a pre-tax charge of $249 million ($161 million after tax) associated with an amendment of the terms of outstanding, previously issued, deferred cash-settled incentive compensation awards for certain employees to remove continued service requirements, thereby accelerating the future expense that would have been recognized over the remaining term of the awards had the continued service requirement not been removed. Headcount increased 10% in 2018 compared to 2017, primarily driven by growth in our low cost locations and our acquisition of Charles River Development. Headcount in high cost locations fell in 2018 compared to 2017, primarily due to reductions from Beacon, partially offset by increases resulting from the Charles River Development acquisition. Information communications systems and expenses increased 14% in 2018 compared to 2017, and 6% in 2017 compared to 2016. Both increases were primarily infrastructure enhancements as well as additional investments to support growth, regulatory initiatives and Beacon- related investments. technology related to Transaction processing services expenses increased 12% in 2018 compared to 2017, reflecting the adoption of the new revenue recognition standard and higher client volumes. Transaction processing services expenses increased 5% in 2017 compared to 2016, primarily related to higher client volumes. Occupancy expenses increased 9% in 2018 compared to 2017, primarily due to repositioning charges of approximately $41 million in 2018, partially offset by net Beacon savings. Occupancy expenses increased 5% in 2017 compared to 2016, primarily due to the GEAM acquisition and higher investments to support new business. Amortization of other intangible assets increased 6% in 2018 compared to 2017, primarily due to contributions from Charles River Development of approximately $18 million and accelerated amortization associated with a business exit of approximately $16 million. Amortization of other intangible assets increased 3% in 2017 compared to 2016, primarily due to GEAM intangible asset amortization. increased 27% Other expenses in 2018, compared to 2017, reflecting the adoption of the new revenue recognition standard which contributed approximately $183 million as well as higher legal and related expenses, partially offset by net Beacon savings. Other expenses decreased 4% in 2017 State Street Corporation | 65 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS compared to 2016, primarily due to lower professional services costs. As a systemically important financial institution, we are subject to enhanced supervision and prudential standards. Our status as a G-SIB has also resulted in heightened prudential and conduct expectations of our U.S. and international regulators with respect to our capital and liquidity management and our compliance and risk oversight programs. These heightened expectations have increased our regulatory compliance costs, including personnel, technology and systems, as well as significant additional implementation and related costs to enhance our regulatory compliance programs. Regulatory compliance requirements are anticipated to remain at least at the elevated levels we have experienced over the past several years. Acquisition Costs We recorded approximately $31 million of acquisition costs in 2018 related to our acquisition of Charles River Development on October 1, 2018. In 2017, we recorded approximately $21 million of acquisition costs primarily related to our acquisition of the GEAM business on July 1, 2016. As we integrate Charles River Development into our business, we expect to incur a total of approximately $200 million, including the $31 million in 2018, of acquisition costs, including merger and integration costs, through 2021. For further information on our acquisition of Charles River Development, refer to Note 1 to the consolidated financial statements in this Form 10-K. Restructuring and Repositioning Charges Repositioning Charges In 2018, we initiated a new expense program to accelerate efforts to become a higher-performing organization and help navigate challenging market and industry conditions. Through increased resource discipline, process re-engineering and automation, we expect to realize $350 million in gross expense savings in 2019, consisting primarily of compensation and benefits expenses savings. As part of that program, expenses for 2018 included a repositioning charge of $300 million, including $259 million of compensation and employee benefits and $41 million of occupancy costs. Beacon In aggregate, we have In 2018, we released $7 million of restructuring accruals related to Beacon. In 2017, we recorded restructuring charges of $245 million primarily related recorded to Beacon. restructuring charges of approximately $380 million related to Beacon, including $293 million in severance costs and $87 million in real estate actions, information technology application rationalization and other restructuring. The following table presents aggregate activity for the periods indicated. TABLE 7: RESTRUCTURING AND REPOSITIONING CHARGES (In millions) Accrual Balance at December 31, 2015 Accruals for Business Operations and Information Technology Accruals for Beacon Payments and other adjustments Accrual Balance at December 31, 2016 Accruals for Beacon Payments and Other Adjustments Accrual Balance at December 31, 2017 Accruals for Beacon Accruals for Repositioning Charges Payments and Other Adjustments Accrual Balance at December 31, 2018 Employee Related Costs Real Estate Actions Asset and Other Write-offs Total $ 9 $ 11 $ 3 $ 23 (2) 94 (64) 37 186 (57) 166 (7) 259 — 18 (12) 17 32 (17) 32 — 41 — 30 (2) 142 (31) (107) 2 27 56 245 (26) (100) 3 — — 201 (7) 300 (115) (36) (2) (153) $ 303 $ 37 $ 1 $ 341 Income Tax Expense Income tax expense (benefit) was $400 million in 2018, compared to $722 million and $(22) million in 2017 and 2016, respectively. Our effective tax rate for 2018 was 13.3%, compared to 24.9% and (1.0)% in 2017 and 2016, respectively. The 2018 income tax expense included an additional deferred tax benefit of $32 million related to adjustments from the TCJA provisional estimate recorded in 2017. The 2017 income tax expense included a one-time estimated tax expense of $250 million for the provisional impact of the enactment of the TCJA. The 2016 benefit included a reduction in accrued tax expense attributable to retained foreign earnings and tax benefits from capital actions involving our overseas affiliates. Additional information regarding tax expense, including unrecognized tax benefits, and tax contingencies are provided in Notes 13 and 22 to the consolidated financial statements in this Form 10-K. income State Street Corporation | 66 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LINE OF BUSINESS INFORMATION Investment Servicing Our operations are organized into two lines of business: Investment Investment Servicing and Management, which are defined based on products and services provided. The results of operations for these lines of business are not necessarily comparable with those of other companies, including companies in the financial services industry. for Investment Servicing provides services institutional clients, including mutual funds, collective investment funds and other investment pools, corporate and public retirement plans, insurance companies, investment managers, foundations and endowments worldwide. Products include: custody; product- and participant-level accounting; daily pricing and administration; master trust and master custody; record-keeping; cash management; foreign exchange, trading services; securities brokerage and other finance; our enhanced custody product, which integrates principal securities lending and custody; 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. New products and services from our acquisition of Charles River resulting Development on October 1, 2018 include: portfolio modeling and construction; trade order management; investment risk and compliance; and wealth management solutions. Investment Management, through State Street Global Advisors, provides a broad range of investment management strategies and products for our clients. Our investment management strategies and products span the risk/reward spectrum, including core and enhanced indexing, multi-asset strategies, active quantitative and fundamental active capabilities and alternative investment strategies. Our AUM is currently primarily weighted to indexed strategies. In addition, we provide a breadth of services and solutions, including environmental, social and governance investing, defined benefit and defined contribution and OCIO. State Street Global Advisors is also a provider of ETFs, including the SPDR® ETF brand. While management fees are primarily determined by the values of AUM and the investment strategies employed, management fees reflect other factors as well, including the benchmarks specified in the respective management agreements related to performance fees. For information about our two lines of business, as well as the revenues, expenses and capital allocation methodologies associated with them, refer to Note 24 to the consolidated financial statements in this Form 10- K. TABLE 8: INVESTMENT SERVICING LINE OF BUSINESS RESULTS (Dollars in millions, except where otherwise noted) Years Ended December 31, 2018 2017 2016 % Change 2018 vs. 2017 % Change 2017 vs. 2016 Servicing fees $ 5,429 $ 5,365 $ 5,073 1% 6% Foreign exchange trading services Securities finance Processing fees and other (1) Total fee revenue(1) Net interest income Gains (losses) related to investment securities, net Total revenue(1) Provision for loan losses 1,071 543 294 7,337 2,691 999 606 240 7,210 2,309 1,038 562 119 6,792 2,081 6 (39) 7 10,034 9,480 8,880 7 (10) 23 2 17 nm 6 (4) 8 102 6 11 nm 7 15 2 10 650 (80) Total expenses 7,034 6,717 6,660 Income before income tax expense Pre-tax margin Average assets (in billions) $ 2,985 $ 2,761 $ 2,210 30% 29% 25% $ 220.2 $ 214.0 $ 225.3 5 8 1 25 (1) Charles River Development contributed approximately $121 million and $57 million in total revenue and total expenses, respectively, for the fourth quarter of 2018, including approximately $116 million in processing fees and other and $5 million across other revenue lines, and expenses contributed approximately $28 million in compensation and employee benefits, $18 million in amortization of other intangible assets and $11 million in other expense lines. nm Not meaningful Servicing Fees Servicing fees increased 1% in 2018 compared to 2017, primarily due to market appreciation and net new business, industry largely offset by challenging conditions, including fee pressure. Servicing fees increased 6% in 2017 compared to 2016, primarily due to market appreciation and net new business, partially offset by continued hedge fund outflows and the impact of the businesses we exited in 2017. Servicing fees in 2016 included a revenue reduction of $48 million from reimbursements related to the manner in which we invoiced certain expenses to our clients. Servicing fees generated outside the U.S. were approximately 47% of total servicing fees in 2018 compared to approximately 45% and 42% in 2017 and 2016, respectively. State Street Corporation | 67 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 9: ASSETS UNDER CUSTODY AND/OR ADMINISTRATION BY PRODUCT (In billions) Collective funds Insurance and other products Mutual funds Pension products Total As of December 31, 2018 2017 2016 8,999 $ 9,707 $ 8,220 7,912 6,489 9,105 7,603 6,704 7,501 8,845 6,841 5,584 31,620 $ 33,119 $ 28,771 $ $ % Change 2018 vs. 2017 % Change 2017 vs. 2016 (7) % (10) 4 (3) (5) 29 % 3 11 20 15 TABLE 10: ASSETS UNDER CUSTODY AND/OR ADMINISTRATION BY ASSET CLASS As of December 31, 2018 2017 2016 % Change 2018 vs. 2017 % Change 2017 vs. 2016 (In billions) Equities Fixed-income Short-term and other investments Total $ $ 18,041 $ 19,214 $ 9,758 3,821 10,070 3,835 31,620 $ 33,119 $ TABLE 11: ASSETS UNDER CUSTODY AND/OR ADMINISTRATION BY GEOGRAPHY(1) (In billions) Americas Europe/Middle East/Africa Asia/Pacific Total As of December 31, 2018 2017 2016 $ $ 23,203 $ 24,418 $ 6,699 1,718 7,028 1,673 31,620 $ 33,119 $ 16,189 9,231 3,351 28,771 21,544 5,734 1,493 28,771 (6)% (3) — (5) 19% 9 14 15 % Change 2018 vs. 2017 % Change 2017 vs. 2016 (5)% (5) 3 (5) 13% 23 12 15 (1) Geographic mix is generally based on the domicile of the entity servicing the funds and is not necessarily representative of the underlying asset mix. Asset servicing mandates newly announced in 2018 totaled approximately $1.9 trillion, which includes a small number of large client mandates announced in the first quarter of 2018. Servicing assets remaining to be installed in future periods totaled approximately $385 billion as of December 31, 2018, which will be reflected in AUC/A in future periods after installation and will generate servicing fee revenue in subsequent periods. The full revenue impact of such mandates will be realized over several quarters as the assets are installed and additional services are added over that period. New asset servicing mandates and servicing assets remaining to be installed in future periods exclude certain new business which has been contracted, but for which the client has not yet provided permission to publicly disclose and the expected installation date extends beyond one quarter. These excluded assets, which from time to time may be significant, will be included in new asset servicing mandates and reflected in servicing assets remaining to be installed in the period in which the client provides its permission. Servicing mandates and servicing assets remaining to be installed in future periods are presented on a gross basis and therefore also do not include the impact of clients who have notified us during the period of their intent to terminate or reduce their relationship with us, which may from time to time be significant. With respect to these new servicing mandates, once installed we may 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. Revenues associated with new servicing mandates may vary based on the breadth of services provided and the timing of installation, and the types of assets. For additional information about the impact of worldwide equity and fixed-income valuations on our fee revenue, as well as other key drivers of our servicing fee revenue, refer to "Fee Revenue" in "Consolidated Results of Operations" included in this Management's Discussion and Analysis. As a result of a decision to diversify providers, one of our large clients has moved a portion of its assets, largely common trust funds, to another service provider. We remain a significant service provider to this client. The transition, which began in 2018 and is largely complete, represents approximately $1 trillion in assets with respect to which we no longer derive revenue post- transition. Foreign Exchange Trading Services Foreign exchange trading services revenue, as presented in Table 8: Investment Servicing Line of Business Results, increased 7% in 2018 compared to State Street Corporation | 68 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS trading services 2017, primarily due to higher FX client volumes and is volatility. Foreign exchange composed of revenue generated by FX trading, as well as revenue generated by brokerage and other trading services. FX trading and brokerage and other trading services represented approximately 60% and 40%, respectively, of our total foreign exchange trading services revenue in both 2018 and 2017. We primarily earn FX trading revenue by acting as a principal market-maker through both "direct sales and trading” and “indirect foreign exchange trading.” • Direct sales and trading: Represent FX transactions at negotiated rates with clients and investment managers that contact our trading desk directly. These principal market-making activities funds serviced by third party custodians or prime brokers, as well as those funds under custody with us. transactions include for • Indirect FX trading: Represent FX transactions with clients or their investment managers routed to our FX desk through our asset- servicing operation, and to all of which, we are the funds' custodian. We execute indirect FX trades as a principal at rates disclosed to our clients. Our FX trading revenue is influenced by multiple factors, including: the volume and type of client FX transactions and related spreads; currency volatility, reflecting market conditions; and our management of exchange rate, interest rate and other market risks associated with our foreign 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 bid-offer spreads across product mix tend to result in increases or decreases, as the case may be, in client-related FX revenue. Our clients that utilize indirect FX trading can, in addition to executing their FX transactions through dealers not affiliated with us, transition from indirect FX trading to either direct sales and trading execution, including our “Street FX” service, or to one of our electronic trading platforms. Street FX, in which we continue to act as a principal market-maker, enables our clients to define their FX execution strategy and automate the FX trade execution process, both for funds under custody with us as well as those under custody at another bank. We also earn foreign exchange trading services revenue through "electronic FX services" and "other trading, transition management and brokerage revenue." • Electronic FX services: Our clients may choose to execute FX transactions through one of our trading electronic These transactions generate revenue through a “click” fee. platforms. • Other trading, transition management and brokerage revenue: As our clients look to us to enhance and preserve portfolio values, they may choose to utilize our Transition or Currency Management capabilities or transact with our Equity Trade execution group. These via transactions commissions charged for trades transacted during the management of these portfolios. generate revenue Our transition management revenue has been adversely affected by compliance issues in our U.K. business during 2010 and 2011, including settlements with the U.K. FCA in 2014 and the DOJ and SEC in 2017, including a deferred prosecution agreement. The reputational and regulatory impact of those compliance issues continues and may continue to adversely affect our results in future periods. Securities Finance Our securities finance business consists of three components: (1) an agency lending program for State Street Global Advisors managed investment funds with a broad range of investment objectives, which we refer to as the State Street Global Advisors lending funds; (2) an agency lending program for third-party investment managers and asset owners, which we refer to as the agency lending funds; and (3) security lending transactions which we enter into as principal, which we refer to as our enhanced custody business. Securities finance revenue earned from our agency lending activities, which is composed of our split of both the spreads related to cash collateral and the fees related to non-cash collateral, is principally a function of the volume of securities on loan, the interest rate spreads and fees earned on the underlying collateral and our share of the fee split. As principal, our enhanced custody business borrows securities from the lending client or other market participants and then lends such securities to the subsequent borrower, either our client or a broker/ dealer. We act as principal when the lending client is unable to, or elects not to, transact directly with the market and execute the transaction and furnish the securities. In our role as principal, we provide support to the transaction through our credit rating. While we source a significant proportion of the securities furnished by us in our role as principal from third parties, we have the ability to source securities through assets under custody from clients who have designated us as an eligible borrower. State Street Corporation | 69 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Securities finance revenue, as presented in Table 8: Investment Servicing Line of Business Results, decreased 10% in 2018 compared to 2017, primarily due to certain balance sheet repositioning efforts within our enhanced custody business. Securities finance revenue increased 8% in 2017 compared to 2016, primarily as a result of higher revenue in our enhanced custody business. Market influences may continue to affect client demand for securities finance, and as a result our revenue from, and the profitability of, our securities lending activities in future periods. In addition, the constantly evolving regulatory environment, including revised or proposed capital and liquidity standards, interpretations of those standards, and our own balance sheet management influence modifications to the way in which we deliver our agency lending or enhanced custody businesses, the volume of our securities lending activity and related revenue and profitability in future periods. activities, may 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 other assets and amortization of our tax-advantaged investments. Processing fees and other revenue, presented in Table 8: Investment Servicing Line of Business Results, increased 23% in 2018 compared to 2017, and reflects approximately $116 million from Charles River Development in 2018. Processing fees and other revenue increased 102% in 2017 compared to 2016, primarily due to pre- tax gains in 2017 from the disposition of certain joint venture interests and the sale of an equity trading platform. Expenses Total expenses for Investment Servicing increased 5% in 2018 compared to 2017, primarily due to higher technology costs, higher investments to support new business, annual merit increases and $57 million of expenses from Charles River Development, partially offset by net Beacon savings and lower performance based incentive compensation. "Expenses" Additional information about expenses is provided under "Consolidated Results of Operations" included in this Management's Discussion and Analysis. in Investment Management TABLE 12: INVESTMENT MANAGEMENT LINE OF BUSINESS RESULTS (Dollars in millions, except where otherwise noted) Management fees(1) Foreign exchange trading services(1)(2) Processing fees and other Years Ended December 31, 2018 2017 2016 % Change 2018 vs. 2017 % Change 2017 vs. 2016 $ 1,851 $ 1,616 $1,292 15% 25% 130 (5) 72 7 61 81 18 (29) (171) (124) Total fee revenue 1,976 1,695 1,324 Net interest income (20) (5) Total revenue Total expenses(1) 1,956 1,544 1,690 1,286 3 1,327 1,218 Income before income tax expense Pre-tax margin Average assets (in billions) $ 412 $ 404 $ 109 21% 24% 8% $ 3.2 $ 5.4 $ 4.4 17 nm 16 20 2 28 nm 27 6 271 (1) The new revenue recognition standard contributed approximately $248 million in Investment Management total revenue, including approximately $190 million in management fees and $58 million in foreign exchange trading services, and $248 million in Investment Management total expenses for 2018 compared to 2017. (2) Includes revenues from distributing and marketing activities for US mutual funds and ETFs associated with State Street Global Advisors. nm Not meaningful Management Fees Management fees increased 15%, or $235 million, in 2018 compared to 2017, reflecting higher average global equity markets during 2018. The new contributed revenue fee approximately $190 million revenue in 2018 compared to 2017. to management recognition standard fees Management increased 25% in 2017 compared to 2016, primarily due to the full year of the acquired GEAM business in 2017 compared to a half year in 2016, higher global equity markets and higher revenue yielding ETF inflows. Management fees generated outside the U.S. were approximately 27% of total management fees in 2018, compared to approximately 28% and 32% in 2017 and 2016, respectively. State Street Corporation | 70 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 13: ASSETS UNDER MANAGEMENT BY ASSET CLASS AND INVESTMENT APPROACH (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 Total As of December 31, 2018 2017 2016 % Change 2018 vs. 2017 % Change 2017 vs. 2016 $ 80 $ 95 $ 1,464 1,544 1,650 1,745 81 341 422 287 19 113 132 21 105 126 77 337 414 330 18 129 147 23 123 146 73 1,401 1,474 70 308 378 333 19 107 126 28 129 157 $ 2,511 $ 2,782 $ 2,468 (16)% (11) (12) 5 1 2 (13) 6 (12) (10) (9) (15) (14) (10) 30% 18 18 10 9 10 (1) (5) 21 17 (18) (5) (7) 13 (1) Includes both floating- and constant-net-asset-value portfolios held in commingled structures or separate accounts. (2) Includes real estate investment trusts, currency and commodities, including SPDR® Gold Shares ETF and SPDR® Long Dollar Gold Trust ETF. We are not the investment manager for the SPDR® Gold Shares ETF and SPDR® Long Dollar Gold Trust ETF, but act as the marketing agent. TABLE 14: EXCHANGE - TRADED FUNDS BY ASSET CLASS(1) (In billions) Alternative Investments(2) Cash Equity Fixed-income Total Exchange-Traded Funds As of December 31, 2018 2017 2016 43 $ 48 $ 9 482 66 2 531 63 600 $ 644 $ $ $ % Change 2018 vs. 2017 % Change 2017 vs. 2016 42 2 426 51 521 (10)% 350 (9) 5 (7) 14% — 25 24 24 (1) ETFs are a component of AUM presented in the preceding table. (2) Includes real estate investment trusts, currency and commodities, including SPDR® Gold Shares ETF and SPDR® Long Dollar Gold Trust ETF. We are not the investment manager for the SPDR® Gold Shares ETF and SPDR® Long Dollar Gold Trust ETF, but act as the marketing agent. TABLE 15: GEOGRAPHIC MIX OF ASSETS UNDER MANAGEMENT(1) (In billions) North America Europe/Middle East/Africa Asia/Pacific Total As of December 31, 2018 2017 2016 % Change 2018 vs. 2017 % Change 2017 vs. 2016 $ $ 1,731 $ 1,931 $ 421 359 521 330 2,511 $ 2,782 $ 1,691 482 295 2,468 (10)% (19) 9 (10) 14% 8 12 13 (1) Geographic mix is based on client location or fund management location. State Street Corporation | 71 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 16: ACTIVITY IN ASSETS UNDER MANAGEMENT BY PRODUCT CATEGORY (In billions) Equity Fixed- Income Cash(1) Multi-Asset- Class Solutions Alternative Investments(2) Total Balance as of December 31, 2015 $ 1,326 $ 312 $ 368 $ 103 $ 136 $ 2,245 Long-term institutional flows, net(3) ETF flows, net Cash fund flows, net Total flows, net Market appreciation Foreign exchange impact Total market/foreign exchange impact Acquisitions and transfers(4) (57) 37 — (20) 140 (10) 130 38 (6) 9 — 3 10 (3) 7 56 — (37) (37) — (2) (2) 4 14 — — 14 9 (3) 6 3 (8) 6 — (2) 14 (2) 12 11 (57) 52 (37) (42) 173 (20) 153 112 Balance as of December 31, 2016 $ 1,474 $ 378 $ 333 $ 126 $ 157 $ 2,468 Long-term institutional flows, net(3) ETF flows, net Cash fund flows, net Total flows, net Market appreciation Foreign exchange impact Total market/foreign exchange impact (74) 26 — (48) 293 26 319 2 10 — 12 15 9 24 — (8) (8) 2 3 5 4 — — 4 12 5 17 (21) 1 — (20) 3 6 9 (89) 37 (8) (60) 325 49 374 Balance as of December 31, 2017 $ 1,745 $ 414 $ 330 $ 147 $ 146 $ 2,782 Long-term institutional flows, net(3) ETF flows, net Cash fund flows, net Total flows, net Market appreciation (depreciation) Foreign exchange impact Total market/foreign exchange impact (45) (3) — (48) (142) (11) (153) 12 7 — 19 (7) (4) (11) — 6 (50) (44) 3 (2) 1 (3) — — (3) (10) (2) (12) (2) (2) — (4) (10) (6) (16) (38) 8 (50) (80) (166) (25) (191) Balance as of December 31, 2018 $ 1,544 $ 422 $ 287 $ 132 $ 126 $ 2,511 (1) Includes both floating- and constant-net-asset-value portfolios held in commingled structures or separate accounts. (2) Includes real estate investment trusts, currency and commodities, including SPDR® Gold Shares ETF and SPDR® Long Dollar Gold Trust ETF. We are not the investment manager for the SPDR® Gold Shares ETF and SPDR® Long Dollar Gold Trust ETF, but act as the marketing agent. (3) Amounts represent long-term portfolios, excluding ETFs. (4) Includes AUM acquired as part of the acquisition of the GEAM business on July 1, 2016. The preceding table does not include approximately $37 billion of new asset management business which was awarded but not installed as of December 31, 2018. New business will be reflected in AUM in future periods after installation, and will generate management fee revenue in subsequent periods. Total AUM as of December 31, 2018 included managed assets lost but not liquidated. Lost business occurs from time to time and it is difficult to predict the timing of client behavior in transitioning these assets as the timing can vary significantly. Expenses Total expenses for Investment Management increased 20% in 2018 compared to 2017, reflecting the impact from the new revenue recognition standard to which contributed approximately $248 million Investment Management expenses in 2018. "Expenses" Additional information about expenses is provided under "Consolidated Results of Operations" included in this Management's Discussion and Analysis in this Form 10-K. in State Street Corporation | 72 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION TABLE 17: AVERAGE STATEMENT OF CONDITION(1) Investment Servicing and The structure of our consolidated statement of condition is primarily driven by the liabilities generated by our 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- repurchase deposits; bearing agreements, which generally serve as short-term investment alternatives for our clients. demand and Deposits and other liabilities resulting from client initiated transactions are invested in assets that generally have contractual maturities significantly longer than our liabilities; however, we evaluate the operational nature of our deposits and seek to maintain appropriate short-term liquidity of those liabilities that are not operational in nature and maintain longer- termed assets for our operational deposits. Our assets consist primarily of securities held in our AFS or HTM portfolios and short-duration financial instruments, such as interest-bearing deposits with banks and securities purchased under resale agreements. The actual mix of assets is determined by the characteristics of the client liabilities and our desire to maintain a well-diversified portfolio of high-quality assets. (In millions) Assets: Interest-bearing deposits with banks Securities purchased under resale agreements Trading account assets Investment securities Loans and leases Other interest-earning assets Average total interest-earning assets Cash and due from banks Other non-interest-earning assets Years Ended December 31, 2018 2017 2016 Average Balance Average Balance Average Balance $ 54,328 $ 47,514 $ 53,091 2,901 1,051 88,070 23,573 15,714 2,131 1,011 95,779 21,916 22,884 2,558 921 100,738 19,013 22,863 185,637 191,235 199,184 3,178 34,570 3,097 25,118 3,157 27,386 Average total assets $ 223,385 $ 219,450 $ 229,727 Liabilities and shareholders’ equity: Interest-bearing deposits: U.S. Non-U.S. $ 54,953 $ 30,623 $ 30,107 70,623 91,937 95,551 Total interest-bearing deposits(2) 125,576 122,560 125,658 Securities sold under repurchase agreements Federal funds purchased Other short-term borrowings Long-term debt Other interest-bearing liabilities Average total interest-bearing liabilities Non-interest-bearing deposits(2) Other non-interest-bearing liabilities Preferred shareholders’ equity Common shareholders’ equity Average total liabilities and shareholders’ equity 2,048 — 1,327 10,686 4,956 3,683 — 1,313 11,595 4,607 4,113 31 1,666 11,401 5,394 144,593 143,758 148,263 35,832 41,248 44,827 19,804 3,327 19,829 12,379 3,197 18,868 14,742 3,060 18,835 $ 223,385 $ 219,450 $ 229,727 (1) Additional information about our average statement of condition, primarily our interest-earning assets and interest-bearing liabilities, is provided in "Net Interest Income" included in this Management's Discussion and Analysis. (2) Total deposits averaged $161.4 billion for 2018, compared to $163.8 billion and $170.5 billion for 2017 and 2016, respectively. State Street Corporation | 73 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Investment Securities TABLE 18: CARRYING VALUES OF INVESTMENT SECURITIES (In millions) Available-for-sale: U.S. Treasury and federal agencies: As of December 31, 2018 2017 2016 Direct obligations $ 1,039 $ 223 $ 4,263 Mortgage-backed securities 15,968 10,872 13,257 Total U.S. Treasury and federal agencies 17,007 11,095 17,520 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 541 583 — 593 1,717 1,682 1,574 3,358 1,542 — 1,447 6,347 6,695 2,947 12,793 10,721 6,602 6,108 5,596 1,351 272 905 8,124 6,535 2,516 5,836 5,613 Total non-U.S. debt securities 22,651 26,471 20,500 State and political subdivisions Collateralized mortgage obligations Other U.S. debt securities U.S. equity securities(2) Non-U.S. equity securities(2) U.S. money-market mutual funds(2) Non-U.S. money-market mutual funds(2) 1,918 197 1,658 — — — — 9,151 1,054 2,560 46 — 397 — 10,322 2,593 2,469 42 3 409 16 Total $ 45,148 $ 57,121 $ 61,998 Held-to-maturity(3): U.S. Treasury and federal agencies: Direct obligations $ 14,794 $ 17,028 $ 17,527 Mortgage-backed securities 21,647 16,651 10,334 Total U.S. Treasury and federal agencies 36,441 33,679 27,861 Asset-backed securities: Student loans(1) Credit cards Other 3,191 3,047 2,883 193 1 798 1 897 35 Total asset-backed securities 3,385 3,846 3,815 Non-U.S. debt securities: Mortgage-backed securities Asset-backed securities Government securities Other Total non-U.S. debt securities Collateralized mortgage obligations 638 223 358 46 1,265 823 939 263 474 48 1,724 1,209 1,150 531 286 113 2,080 1,413 Total $ 41,914 $ 40,458 $ 35,169 (1) Primarily comprised 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 described in Note 1 to the consolidated financial statements in this Form 10-K, upon adoption of ASU 2016-01 in 2018, we reclassified money-market funds and equity securities classified as AFS to held at fair value through profit and loss in other assets. (3) Includes securities at amortized cost or fair value on the date of transfer from AFS. Additional investment securities portfolio is provided in Note 3 to the consolidated financial statements in this Form 10-K. information about our We manage our investment securities portfolio to align with the interest rate and duration characteristics of our client liabilities 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. Average duration of our investment securities portfolio increased to 3.1 years as of December 31, 2018, compared to 2.7 years as of December 31, 2017. The increase in securities duration reflects a shift towards a strategy where the investment portfolio will target less credit exposure and more HQLA interest rate exposure. In 2018, $1.2 billion of HTM securities, primarily consisting of MBS and CMBS, were transferred to AFS at book value and sold at a pre-tax loss of approximately $36 million, due to our election to make a one-time transfer of securities in connection with the adoption of ASU 2017-12. For additional information on this new standard, refer to Note 1 to the consolidated financial statements in this Form 10-K. In 2018, we sold approximately $26 billion of non- HQLA securities, primarily ABS and municipal bonds, resulting in a net pre-tax gain of approximately $9 million. A significant portion of the sales have been reinvested in HQLA and such investments will continue to occur over time with a portion likely to either be held in cash or cash equivalents or used to fund client lending activities. In 2017, we sold $12.2 billion of AFS securities, primarily agency MBS and U.S. treasury securities in our investment portfolio, to position for the then existing interest rate environment resulting in a pre-tax loss of $39 million. In 2018 and 2017, $2.1 billion and $496 million, respectively, of agency MBS, previously classified as AFS, were transferred to HTM. This transfer reflects our intent to hold these securities until their maturity. These securities were transferred at fair value, which included a net unrealized loss of $53 million and $2.8 million as of December 31, 2018 and 2017, respectively, within accumulated other comprehensive loss which will be accreted into interest income over the remaining life of the transferred security (ranging from approximately 10 to 42 years). Approximately 90% of the carrying value of the portfolio was rated “AAA” or “AA” as of both December 31, 2018 and 2017. State Street Corporation | 74 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 19: INVESTMENT PORTFOLIO BY EXTERNAL CREDIT RATING December 31, 2018 December 31, 2017 AAA(1) AA A BBB Below BBB 76% 14 5 5 — 100% 74% 16 6 4 — 100% (1) Includes U.S. Treasury and federal agency securities that are split-rated, “AAA” by Moody’s Investors Service and “AA+” by Standard & Poor’s and also includes Agency MBS securities which are not explicitly rated but which have an explicit or assumed guarantee from the U.S. government. As of December 31, 2018 and 2017, the investment portfolio was diversified with respect to asset class composition. The following table presents the composition of these asset classes. TABLE 20: INVESTMENT PORTFOLIO BY ASSET CLASS December 31, 2018 December 31, 2017 US Agency MBS Foreign Sovereign US Treasuries ABS Other Credit 40% 19 18 11 12 100% 26% 12 17 22 23 100% Non-U.S. Debt Securities Approximately 27% of the aggregate carrying value of our investment securities portfolio was non- U.S. debt securities as of December 31, 2018, compared to approximately 29% as of December 31, 2017. TABLE 21: NON-U.S. DEBT SECURITIES As of December 31, 2018 2017 $ 2,847 $ (In millions) Available-for-sale: Australia United Kingdom Canada France Germany Spain Japan Austria Ireland Netherlands European(1) Italy Belgium Finland Hong Kong Asian(1) Sweden Norway Other(2) Total Held-to-maturity: United Kingdom Singapore Netherlands Australia Germany Spain Other(3) Total $ $ $ 2,580 2,185 1,875 1,547 1,504 1,352 1,312 1,301 1,116 1,087 1,010 952 789 458 338 186 94 118 22,651 363 242 187 158 115 92 108 $ $ 4,717 5,721 3,066 2,500 529 1,413 1,319 234 787 1,175 — 1,645 1,193 299 666 — 538 514 155 26,471 410 353 372 235 127 104 123 1,265 $ 1,724 (1) Consists entirely of supranational bonds. (2) Included approximately $78 million as of December 31, 2018, related to supranational bonds. Included approximately $37 million as of December 31, 2017, related to Portugal, which was related to MBS and auto loans. (3) Included approximately $61 million and $75 million as of December 31, 2018 and December 31, 2017, respectively, related to Italy and Portugal, all of which were related to MBS. Approximately 74% and 80% of the aggregate carrying value of these non-U.S. debt securities was rated “AAA” or “AA” as of December 31, 2018 and December 31, 2017, 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, 2018 and December 31, 2017, approximately 31% and 61%, respectively, of the aggregate carrying value of these non-U.S. debt securities was floating-rate. State Street Corporation | 75 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS As of December 31, 2018, our non-U.S. debt securities had an average market-to-book ratio of 100.1%, and an aggregate pre-tax net unrealized gain of approximately $37 million, composed of gross unrealized gains of $118 million and gross unrealized losses of $81 million. These unrealized amounts included: • • a pre-tax net unrealized loss of $32 million, composed of gross unrealized gains of $40 million and gross unrealized losses of $72 million, associated with non-U.S. debt securities AFS; and a pre-tax net unrealized gain of $69 million, composed of gross unrealized gains of $78 million and gross unrealized losses of $9 million, associated with non-U.S. debt securities HTM. As of December 31, 2018, the underlying collateral for non-U.S. MBS and ABS primarily included U.K., Australian, Italian and Dutch mortgages as well as U.K. and Eurozone consumer ABS. The securities listed “Canada” were composed of Canadian under government securities and corporate debt and covered bonds. The securities listed under “France” were composed of sovereign bonds and corporate debt and covered bonds. The securities listed under “Japan” were substantially composed of Japanese government securities. Municipal Obligations We carried approximately $1.92 billion of municipal securities classified as state and political subdivisions in our investment securities portfolio as of December 31, 2018 as shown in Table 18: Carrying Values of Investment Securities, all of which were classified as AFS. As of the same date, we also provided approximately $9.43 billion of credit and liquidity facilities to municipal issuers. TABLE 22: STATE AND MUNICIPAL OBLIGORS(1) (Dollars in millions) December 31, 2018 State of Issuer: Texas California New York Massachusetts Total December 31, 2017 State of Issuer: Texas California New York Massachusetts Washington Total Total Municipal Securities Credit and Liquidity Facilities(2) Total % of Total Municipal Exposure $ $ $ $ 315 108 231 467 1,121 1,713 415 742 859 623 4,352 $ $ $ $ 2,467 1,693 1,518 978 6,656 $ 2,782 1,801 1,749 1,445 $ 7,777 1,622 2,237 1,288 991 366 6,504 $ 3,335 2,652 2,030 1,850 989 $ 10,856 25% 16 15 13 18% 14 11 10 5 (1) Represented 5% or more of our aggregate municipal credit exposure of approximately $11.35 billion and $18.47 billion across our businesses as of December 31, 2018 and December 31, 2017, respectively. (2) Includes municipal loans which are also presented within Table 24: U.S. and Non-U.S. Loans and Leases. Our aggregate municipal securities exposure presented in Table 22: State and Municipal Obligors, was concentrated primarily with highly-rated counterparties, with approximately 81% of the obligors rated “AAA” or “AA” as of December 31, 2018. As of that date, approximately 25% and 75% of our aggregate municipal securities exposure was associated with general obligation and revenue bonds, respectively. The portfolios are also diversified geographically, with the states that represent our largest exposures widely dispersed across the U.S. Additional to our information with assessment of OTTI of our municipal securities is provided in Note 3 to the consolidated financial statements in this Form 10-K. respect State Street Corporation | 76 —% 3.97 5.14 — 3.37 3.07 0.57 — 3.64 5.68 3.53 — 2.58% 3.44 3.19 — 3.51 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 23: CONTRACTUAL MATURITIES AND YIELDS As of December 31, 2018 Under 1 Year 1 to 5 Years 6 to 10 Years Over 10 Years Amount Yield Amount Yield Amount Yield Amount Yield (Dollars in millions) Available-for-sale(1): U.S. Treasury and federal agencies: Direct obligations $ Mortgage-backed securities Total U.S. treasury and federal agencies Asset-backed securities: Student loans Credit cards Collateralized loan obligations 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 224 101 325 57 199 — 256 139 136 3,439 1,071 4,785 235 2 141 —% $ 3.38 3.37 1.67 — 1.59 0.36 0.86 1.03 5.13 3.51 3.64 815 802 1,617 164 294 402 860 769 698 6,409 4,575 12,451 776 — 1,219 2.74% $ — —% $ — 3.53 3.27 1.96 3.42 0.85 0.85 1.13 1.32 4.46 — 2.64 1,884 1,884 250 90 171 511 176 581 2,945 937 4,639 446 — 298 3.24 3.14 3.21 1.09 2.59 0.68 2.85 1.07 4.63 — 2.44 13,181 13,181 70 — 20 90 598 159 — 19 776 461 195 — Total $ 5,744 $ 16,923 $ 7,778 $ 14,703 Held-to-maturity(1): U.S. Treasury and federal agencies: Direct obligations $ 4,002 1.91% $ 10,737 2.27% $ 12 2.66% $ 43 Mortgage-backed securities Total U.S. treasury and federal agencies 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 Collateralized mortgage obligations 33 4,035 7 58 — 65 160 96 243 46 545 1 2.50 127 2.60 10,864 2.65 2.72 — 0.18 1.23 4.14 — 2.91 291 135 — 426 42 127 115 — 284 318 3.02 2.85 — 3.03 1.23 0.25 — 3.22 1,697 1,709 267 — — 267 7 — — — 7 15 3.05 3.02 — — 19,790 19,833 2,626 — 1 2,627 2.99 429 1.42 — — — 3.00 — — — 429 489 — — — 3.36 Total $ 4,646 $ 11,892 $ 1,998 $ 23,378 (1) The maturities of MBS, ABS and collateralized mortgage obligations are based on expected principal payments. (2) Yields were calculated on a fully taxable-equivalent basis, using applicable statutory tax rates (21% as of December 31, 2018). State Street Corporation | 77 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Impairment Impairment exists when the fair value of an individual security is below its amortized cost basis. Impairment of a security is further assessed to determine whether such impairment is other-than- temporary. For AFS and HTM debt securities, we record impairment in our consolidated statement of income when management intends to sell (or may be required to sell) the securities before they recover in value, or when management expects the present value of cash flows expected to be collected from the securities to be less than the amortized cost of the impaired security (a credit loss). reviews of We conduct periodic individual securities to assess whether OTTI exists. Our assessment of OTTI involves an evaluation of economic and security-specific factors. Such factors are based on estimates, derived by management, which contemplate current market conditions and security-specific performance. To the extent that market conditions are worse than management's expectations or due to idiosyncratic bond performance, OTTI could increase, in particular the credit-related component that would be recorded in our consolidated statement of income. Additional information with respect to OTTI, net impairment losses and gross unrealized losses is provided in Note 3 to the consolidated financial statements in this Form 10-K. Our evaluation of potential OTTI of structured credit securities with collateral in the U.K. and continental Europe takes into account the outcome from the Brexit referendum and other geopolitical events, and assumes no disruption of payments on these securities. Loans and Leases TABLE 24: U.S. AND NON- U.S. LOANS AND LEASES (In millions) Domestic: Commercial and financial As of December 31, 2018 2017 2016 2015 2014 $ 19,479 $ 18,696 $ 16,412 $ 15,899 $ 14,515 Commercial real estate Lease financing(1) 874 — 98 267 27 338 28 337 28 335 Total domestic 20,353 19,061 16,777 16,264 14,878 Non-U.S.: Commercial and financial Lease financing(1) Total non-U.S. 5,436 — 5,436 3,837 396 4,233 2,476 504 2,980 1,957 578 2,535 2,653 668 3,321 Total loans and leases $ 25,789 $ 23,294 $ 19,757 $ 18,799 $ 18,199 Average loans and leases $ 23,573 $ 21,916 $ 19,013 $ 17,948 $ 15,912 (1) We wound down our lease financing business in 2018. Total loans and leases as of December 31, 2018 increased compared to December 31, 2017, primarily due to the expansion of the commercial real estate loan portfolio and increase in non-U.S. commercial and financial loans. loans As of December 31, 2018 and December 31, 2017, our totaled investment in senior secured approximately $4.4 billion and $3.5 billion, respectively. In addition, we had binding unfunded commitments as of December 31, 2018 and December 31, 2017 of $238 million and $279 million, respectively, to participate in such syndications. Additional information about these unfunded commitments is provided in Note 12 to the consolidated financial statements in this Form 10-K. These senior secured loans, which are primarily rated “speculative” under our internal risk-rating framework (refer to Note 4 to the consolidated financial statements in this Form 10-K), are externally rated “BBB,” “BB” or “B,” with approximately 90% and 89% of the loans rated “BB” or “B” as of December 31, 2018 and December 31, 2017, respectively. Our investment strategy involves generally limiting our investment to larger, more liquid credits underwritten by major global financial 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 in our portfolio. institutions, applying our Loans to municipalities included in the commercial and financial segment were $0.9 billion and $2.1 billion as of December 31, 2018 and December 31, 2017, respectively. Additional information about all of our loan and leases segments, as well as underlying classes, is provided in Note 4 to the consolidated financial statements in this Form 10-K. No loans were modified troubled debt restructurings for the years ended December 31, 2018 and 2017. in TABLE 25: CONTRACTUAL MATURITIES FOR LOANS AND LEASES (In millions) Domestic: As of December 31, 2018 Under 1 Year 1 to 5 Years Over 5 Years Total Commercial and financial $ 12,062 $ 5,252 $ 2,165 $ 19,479 Commercial real estate Lease financing Total domestic Non-U.S.: — — 139 — 735 — 874 — 12,062 5,391 2,900 20,353 Commercial and financial 3,253 1,637 Lease financing Total non-U.S. — — 3,253 1,637 546 — 546 5,436 — 5,436 Total loans and leases $ 15,315 $ 7,028 $ 3,446 $ 25,789 State Street Corporation | 78 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 26: CLASSIFICATION OF LOAN AND LEASE BALANCES DUE AFTER ONE YEAR (In millions) As of December 31, 2018 Loans and leases with predetermined interest rates $ Loans and leases with floating or adjustable interest rates Total $ 778 9,696 10,474 TABLE 27: ALLOWANCE FOR LOAN AND LEASE LOSSES Years Ended December 31, (In millions) 2018 2017 2016 2015 2014 Allowance for loan and lease losses: Beginning balance $ 54 $ 53 $ 46 $ 38 $ Provision for loan and lease losses(1) Charge-offs 15 (2) 2 (1) 10 (3) 12 (4) Ending balance $ 67 $ 54 $ 53 $ 46 $ 28 10 — 38 (1) The provision for loan and lease losses is primarily related to commercial and financial loans. We recorded a provision for loan losses of $15 million in 2018 compared to $2 million and $10 million in 2017 and 2016, respectively. The provision increased in 2018 compared to 2017, primarily due to a higher volume of loans to non-investment grade borrowers composed of senior secured loans that we purchased in connection with our participation in loan syndications in the non-investment grade lending market. The charge-offs of $2 million recorded in 2018 were associated with loan sales of senior secured loans to non-investment grade institutional borrowers. As of December 31, 2018 and December 31, 2017, approximately $60 million and $47 million, respectively, of our allowance for loan and lease losses was related to senior secured loans included in the commercial and financial segment. As this portfolio grows and matures, our allowance for loan and lease losses related to these loans may increase through additional provisions for credit losses. Cross-Border Outstandings including 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 advances; financing, investment securities; amounts related to foreign exchange and interest rate contracts; and securities finance. 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. short-duration In addition independent credit As market and economic conditions change, the rating agencies may major downgrade U.S. and non-U.S. financial institutions and sovereign issuers which have been, and may in the future be, significant counterparties to us, or whose financial instruments serve as collateral on which we rely for credit risk mitigation purposes, and may do so again in the future. As a result, we may be exposed to increased counterparty risk, leading to negative ratings volatility. The cross-border outstandings presented in Table 28: Cross-Border Outstandings, represented approximately 28%, 26% and 28% of our consolidated total assets as of December 31, 2018, 2017 and 2016, respectively. TABLE 28: CROSS-BORDER OUTSTANDINGS(1) (In millions) December 31, 2018 Germany Japan United Kingdom Australia Canada Ireland France Luxembourg December 31, 2017 Germany Japan United Kingdom Australia Canada France December 31, 2016 United Kingdom Japan Germany Australia Luxembourg Canada Investment Securities and Other Assets Derivatives and Securities on Loan Total Cross- Border Outstandings $ $ $ $ $ $ 20,157 13,985 12,623 4,217 3,010 2,019 2,495 2,033 18,201 15,250 12,051 5,278 4,215 2,684 18,712 17,922 13,812 5,122 3,389 3,179 $ $ $ 489 1,084 1,176 1,349 1,507 809 294 710 295 549 1,253 390 707 344 1,761 1,171 484 986 762 781 20,646 15,069 13,799 5,566 4,517 2,828 2,789 2,743 18,496 15,799 13,304 5,668 4,922 3,028 20,473 19,093 14,296 6,108 4,151 3,960 (1) Cross-border outstandings included countries in which we do business, and which amounted to at least 1% of our consolidated total assets as of the dates indicated. As of both December 31, 2018 and 2017, there were no countries whose aggregate cross-border outstandings amounted to between 0.75% and 1% of our consolidated assets. As of December 31, 2016, aggregate cross-border outstandings in countries which amounted to between 0.75% and 1% of our consolidated assets totaled approximately $1.84 billion and $2.38 billion in France and the Netherlands, respectively. State Street Corporation | 79 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Risk Management General In the normal course of our global business activities, we are exposed to a variety of risks, some inherent in the financial services industry, others more specific to our business activities. Our risk management framework focuses on material risks, which include the following: • • • • credit and counterparty risk; liquidity risk, funding and management; operational risk; information technology risk; • market risk associated with our trading activities; • market risk associated with our non-trading activities, which we refer to as asset-and- liability management, and which consists primarily of interest rate risk; • strategic risk; • model risk; and • reputational, fiduciary and business conduct risk. Many of these risks, as well as certain factors underlying each of these risks that could affect our businesses and our consolidated financial statements, are discussed in detail under "Risk Factors" in this Form 10-K. function. risk management The scope of our business requires that we balance these risks with a comprehensive and well- integrated 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 us 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 for an assessment of risks within a framework for evaluating opportunities for the prudent use of capital that appropriately balances risk and return. internal controls, allows 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 our material risks; • The establishment of our risk appetite and limits and policies, and our associated compliance with these limits; • The establishment of a risk management structure at the “top of the house” that enables the control and coordination of risk-taking across the business lines; • The implementation of stress testing practices and a dynamic risk-assessment capability; • A direct link between risk and strategic- decision making processes and incentive compensation practices; and • The overall flexibility to adapt to the ever- changing business and market conditions. Our risk appetite framework outlines the quantitative limits and qualitative goals that define our risk appetite, as well as the responsibilities for measuring and monitoring risk against limits, and for reporting, escalating, approving and addressing exceptions. Our risk appetite framework is established by ERM, a corporate risk oversight group, in conjunction with the MRAC and the RC of the Board. The Board formally reviews and approves our risk appetite statement annually, or more frequently as required. The risk appetite framework describes the level and types of risk that we are willing to accommodate in executing our business strategy, and also serves as a guide in setting risk limits across our business units. In addition to our risk appetite framework, we use stress testing as another risk management practice. Additional information with respect to our stress testing process and practices is provided under this Management's Discussion and Analysis. important “Capital” in our tool in Disclosures about our management of significant risks can be found on the following pages in this Management's Discussion and Analysis. Form 10-K Page Number Governance and Structure Credit Risk Management Liquidity Risk Management Operational Risk Management Information Technology Risk Management Market Risk Management Model Risk Management Strategic Risk Management 81 84 89 94 97 98 105 106 State Street Corporation | 80 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 and TOPS, to each business unit and each employee. We allocate responsibility for risk oversight so that risk/return decisions are made at an appropriate level, and are subject to robust and effective review and challenge. Risk management is the responsibility of each employee, and is implemented through three lines of defense: the business units, which own and manage the risks inherent in their business, are considered the first line of defense; ERM and other support functions, such as Compliance, Finance and Vendor Management, provide the second line of defense; and Corporate Audit, which assesses the effectiveness of the first two lines of defense. 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 us. We maintain a risk governance committee structure which serves as the formal governance mechanism through which we seek to undertake the consistent identification, management and mitigation of various risks facing us in connection with its business activities. This governance structure is enhanced and integrated involvement, particularly through ERM. The following chart presents this structure. through multi-disciplinary Management Risk Governance Committee Structure Executive Management Committees: Management Risk and Capital Committee (MRAC) Business Conduct Risk Committee (BCRC) Technology and Operational Risk Committee (TORC) Risk Committees: Asset-Liability Committee (ALCO) Credit Risk and Policy Committee (CRPC) Fiduciary Review Committee Operational Risk Committee Technology Risk Committee Trading and Market Risk Committee (TMRC) Basel Oversight Committee (BOC) New Business and Product Approval Committee Global Transitions Oversight Committee Executive Information Security Steering Committee Recovery and Resolution Planning Executive Review Board Model Risk Committee (MRC) Compliance and Ethics Committee CCAR Steering Committee State Street Global Advisors Risk Committee Legal Entity Oversight Committee Country Risk Committee Conduct Standards Committee State Street Corporation | 81 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 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. limits and, reviews The CRO is responsible for our risk management globally, leads ERM and has a dual reporting line to our CEO and its responsibilities globally through a three-dimensional organization structure: the Board’s RC. ERM manages • • “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. this top of Sitting on three-dimensional is a centralized group organization structure 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 our business. 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 TOPS. The RC is responsible for oversight related to the operation of our global risk management framework, including policies and procedures establishing risk management governance and processes and risk control infrastructure for our global operations. The RC is responsible for reviewing and discussing with management our assessment and management of all risks applicable to our operations, including credit, market, interest rate, liquidity, operational, regulatory and business risks, as well as compliance and reputational risk and related policies. In addition, the RC provides oversight of capital policies and capital planning, resolution planning and monitors capital adequacy in relation to risk. The RC is also responsible for discharging the duties and obligations of the Board under applicable Basel and other regulatory requirements. The E&A Committee oversees management's operation of our comprehensive system of internal controls covering the integrity of our consolidated financial statements and reports, compliance with laws, regulations and corporate policies. The E&A Committee acts on behalf of the Board in monitoring and overseeing the performance of Corporate Audit and in reviewing certain communications with banking regulators. The E&A Committee has direct responsibility for the appointment, compensation, retention, evaluation and oversight of the work of our independent registered public accounting firm, including sole authority for the establishment of pre-approval policies and procedures for all audit engagements and any non-audit engagements. The ECC has direct responsibility for the oversight of all compensation plans, policies and programs in which executive officers participate and incentive, retirement, welfare as well as equity plans in which certain of our other employees participate. In addition, the ECC oversees the alignment of our incentive compensation arrangements with our safety and soundness, risk the management objectives, and related policies, arrangements and control processes consistent with applicable related regulatory rules and guidance. integration of including technology and operational The TOPS leads and assists in the Board’s oversight of risk management and the role of these risks in executing our strategy and supporting our global business requirements. The TOPS reviews strategic initiatives from a technology and operational risk perspective and reviews and approves technology-related risk matters. 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; State Street Corporation | 82 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS • The oversight of our risk identification, model risk governance, stress testing and Recovery and Resolution Plan programs; and firm-wide • The ongoing monitoring and review of risks undertaken within the businesses, and our senior management oversight and approval of risk strategies and tactics. MRAC, is co-chaired by our CRO and CFO, who regularly present to the RC on developments in the risk environment and performance trends in our key business areas. BCRC provides additional risk governance and leadership, by overseeing our business practices in 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 CCO 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 the CAO and the Chief Risk Officer. 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: Management Risk and Capital Committee • ALCO is the senior corporate oversight and decision-making body for balance sheet strategy, Global Treasury business activities and risk management for interest rate risk, liquidity risk and non-trading market risk. ALCO’s roles and responsibilities are designed to be complementary to, and in coordination with the MRAC, which approves the corporate risk appetite and associated balance sheet strategy; • CRPC has primary responsibility for the oversight and review of credit and counterparty risk across business units, as well as oversight, review and approval of the credit risk policies and guidelines; the Committee consists of senior executives within ERM, and reviews policies and guidelines related to all aspects of our business which give rise to credit risk; our business units are also represented on the CRPC; credit risk policies and guidelines are reviewed periodically, but at least annually; • TMRC reviews the effectiveness of, and approves, the market risk framework at least annually; it is the senior oversight and decision- making committee for risk management within our global markets businesses; the TMRC is responsible for the formulation of guidelines, strategies and workflows with respect to the measurement, monitoring and control of our trading market risk, and also approves market risk tolerance limits, collateral and margin policies and trading authorities; the TMRC meets regularly to monitor the management of our trading market risk activities; related • BOC provides oversight and governance over Basel requirements, regulatory assesses compliance with respect to Basel regulations and approves all material methodologies and changes, policies and reporting; • The Recovery and Resolution Planning Executive Review Board oversees the development of recovery and resolution plans as required by banking regulators; • MRC monitors the overall level of model risk and provides oversight of the model governance process pertaining to financial models, including the validation of key models and the ongoing monitoring of model performance. The MRC may also, as appropriate, mandate remedial actions and compensating controls to be applied to models to address modeling deficiencies as well as other issues identified; the stress • The CCAR Steering Committee provides primary supervision of tests performed in conformity with the Federal Reserve's CCAR process and the Dodd-Frank the overall Act, and management, review, and approval of all material assumptions, methodologies, and results of each stress scenario; is responsible for committee • The State Street Global Advisors Risk Committee is the most senior oversight and decision making risk management within State Street Global Advisors; the committee is responsible for overseeing the alignment of State Street Global Advisors' strategy, and risk appetite, as well as alignment with our corporate-wide strategies and risk management standards; and for • The Country Risk Committee oversees the identification, assessment, monitoring, reporting and mitigation, where necessary, of country risks. State Street Corporation | 83 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Business Conduct Risk Committee • The Fiduciary Review Committee reviews and assesses fiduciary risk management programs of those units in which we serve in a fiduciary capacity; the • 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, legal compliance, and regulatory 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; • The Legal Entity Oversight Committee establishes standards with respect to the governance of our 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; and • The Conduct Standards Committee provides oversight of our enforcement of employee conduct standards. Technology and Operational Risk Committee • The Operational Risk Committee, along with the support of regional business or entity- specific working groups and committees, is responsible for oversight of our operational risk programs, the including determining implementation of those programs is designed to identify, manage and control operational risk in an effective and consistent manner across the firm; that • The Technology Risk Committee is responsible for the global oversight, review and monitoring of operational, legal and regulatory compliance and reputational risk that may result in a significant Information Technology risk profile or a material financial loss or reputational impact to global technology services. The Committee serves as a forum to provide regular reporting to TORC and escalate technology risk and control issues to TORC, as appropriate; to our change the effectiveness of all Information Security that controls are Programs measured and managed, and serves as an escalation point for cyber-security issues; and to promote • The Global Transitions Oversight Committee is responsible for establishing a framework to monitor and oversee transitions between and among our legal entities against our resolvability principles, to monitor compliance with that framework to support optimization of footprint our global operating through increased consistency, transparency and sharing of best practices among our legal entities, and to serve as a forum for review and discussion of internal impacting transitions among our legal entities. issues Credit Risk Management Core Policies and Principles loans and contingent commitments, We define credit risk as the risk of financial loss if a counterparty, borrower or obligor, collectively referred to as a counterparty, is either unable or unwilling to repay borrowings or settle a transaction in accordance with underlying contractual terms. We assume credit risk in our traditional non-trading lending activities, such as 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 Executive Information Security Steering Committee provides direction for the Enterprise Information Security posture and program, including cyber security protections, provides enterprise-wide oversight and assessment of The acceptance of credit risk by us 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 State Street Corporation | 84 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS country risk profile; the markets served; counterparty, industry regulatory and compliance. These policies and procedures also implement a number of core principles, which include the following: concentrations; and • 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; reviewed. Our • Credit-approval authorities are assigned to individuals according to their qualifications, experience and training, and these authorities are periodically 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; risk. Counterparty • We seek to avoid or limit undue concentrations (or groups of of counterparties), and industry, product-specific concentrations of risk are subject to frequent review and approval in accordance with our risk appetite; country • We determine the creditworthiness of counterparties through a risk assessment, internal risk-rating including methodologies; the use of • We seek to review all extensions of credit and the creditworthiness of counterparties at least annually. The nature and extent of these reviews are determined by the size, nature and term of the extensions of credit and the creditworthiness of the counterparty; and • We subject all corporate policies and guidelines to annual review as an integral part of our periodic assessment of our risk appetite. Our corporate policies and guidelines require that the business units which engage in activities that give rise to credit and counterparty risk comply with procedures that promote the extension of credit for legitimate business purposes; are consistent with the maintenance of proper credit standards; limit credit- related losses; and are consistent with our goal of maintaining a strong financial condition. Structure and Organization The Credit Risk group within ERM is responsible for the assessment, approval and monitoring of credit risk across our business. The group is managed centrally, has dedicated teams in a number of locations worldwide across our businesses, and is responsible for related policies and procedures, and for our internal credit-rating systems and methodologies. In addition, the group, in conjunction with the business units, establishes 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 are responsible for the oversight of credit risk and associated credit risk policies, systems and models. All credit-related activities are governed by our risk appetite framework and our credit risk guidelines, which define our general philosophy with respect to credit risk and the manner in which we control, manage and monitor such risks. The previously described CRPC (refer to "Risk Committees") has primary responsibility the oversight, review and approval of the credit risk guidelines and policies. Credit risk guidelines and policies are reviewed periodically, but at least annually. for 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 individual counterparties or groups of to counterparties. CRPC provides periodic updates to MRAC and the Board's RC. Credit Ratings We perform initial and ongoing reviews to exercise due diligence on the creditworthiness of our counterparties when conducting any business with them or approving any credit limits. This due diligence process generally includes the assignment of an internal credit rating, which is determined by the use of internally developed and validated methodologies, scorecards and a 15-grade rating scale. This risk-rating process incorporates the 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 State Street Corporation | 85 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS across the portfolio, counterparties within a given sector are rated using a risk-rating tool developed for that sector. Our risk-rating methodologies are approved by the CRPC, after completion of internal model validation processes, and are subject to an annual review, including re-validation. We generally rate our counterparties individually, although accounts defined by us as low-risk are rated on a pooled basis. We evaluate and rate the credit risk of our counterparties on an ongoing basis. • 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 if businesses are maintaining appropriate risk levels; and to determine • The determination of our regulatory capital requirements for the AIRB provided in the Basel framework. Risk Parameter Estimates Credit Risk Mitigation Our internal risk-rating system seeks to promote a clear and consistent approach to the determination of appropriate credit risk classifications for our credit counterparties and exposures, tracking the changes in these counterparties and risk associated with 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. We use credit risk parameter estimates for the following purposes: • The assessment of the creditworthiness of new counterparties and, in conjunction with our risk appetite statement, the development of appropriate credit limits for our products and services, including loans, foreign exchange, and securities repurchase agreements; placements finance, • 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; We seek to limit our credit exposure and reduce our potential credit losses through various types of risk mitigation. In our day-to-day management of credit risks, we utilize and recognize the following types of risk mitigation. Collateral that In our In many parts of our business, we regularly require or agree for collateral to be received from or provided to clients and counterparties in connection with contracts trading incur credit risk. businesses, this collateral is typically in the form of cash and highly-rated securities (government securities and other bonds or equity securities). Credit risks in our non- trading and securities finance businesses are also often secured by bonds and equity securities and by other types of assets. Collateral serves to reduce the risk of loss inherent in an exposure by improving the prospect of recovery in the event of a counterparty default. However, rapidly changing market values of the collateral we hold, unexpected increases in the credit exposure to a client or counterparty, reductions in the value or change in the type of securities held by us, as well as operational errors or errors in the manner in which we seek to exercise our rights, may reduce the risk mitigation effects of collateral or result in other security interests not being effective to reduce potential credit exposure. While collateral is often an alternative source of repayment, it generally does not replace the requirement within our policies and guidelines for high- quality underwriting standards. We also may choose to incur credit exposure without the benefit of collateral or other risk mitigating credits rights. Our credit risk guidelines require that the collateral we accept for risk mitigation purposes is of high quality, can be reliably valued and can be 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. State Street Corporation | 86 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our assessment of collateral, including the ability to liquidate collateral in the event of a counterparty default, and also with regard to market values of collateral under a variety of hypothetical market conditions, is an integral component of our assessment of risk and approval of credit limits. We also seek to identify, limit and monitor instances of "wrong-way" risk, where a counterparty’s risk of default is positively correlated with the risk of our collateral eroding in value. We maintain policies and procedures requiring that documentation used to collateralize a transaction is legal, valid, binding and enforceable in the relevant jurisdictions. We also conduct legal reviews to assess whether our documentation meets these standards on an ongoing basis. Netting Netting is a mechanism that allows institutions and counterparties to net offsetting exposures and payment obligations against one another through the use of qualifying master netting agreements. A master netting agreement allows the netting of rights and obligations arising under derivative or other transactions that have been entered into under such an agreement upon the counterparty’s default, resulting in a single net claim owed by, or to, the counterparty. This is commonly referred to as "close-out netting,” and is pursued wherever possible. We may also enter into master agreements that allow for the netting of amounts payable on a given day and in the same currency, reducing our settlement risk. This is commonly referred to as “payment netting,” and is widely used in our foreign exchange activities. As with collateral, we have policies and procedures in place to apply close-out and payment netting only to the extent that we have verified legal validity and enforceability of the master agreement. In the case of payment netting, operational constraints may preclude us from reducing settlement risk, notwithstanding the legal right to require the same under the master netting agreement. In the event we become unable, due to operational constraints, actions by regulators, changes in accounting principles, law or regulation (or related interpretations) or other factors, to net some or all of our offsetting exposures and payment obligations under those agreements, we would be required to gross up our assets and liabilities on our statement of condition and our calculation of RWA, accordingly. This would result in a potentially material increase in our regulatory ratios, including LCR, and present increased credit, liquidity, asset-and- liability management and operational risks, some of which could be material. Guarantees A guarantee is a financial instrument that results in credit support being provided by a third party, (i.e., the protection provider) to the underlying obligor (the beneficiary of the provided protection) on account of an exposure owing by the obligor. The protection provider may support the underlying exposure either in whole or in part. Support of this kind may take different forms. Typical forms of guarantees provided to us include letters of credit, bankers’ financial guarantees, acceptances, purchase undertaking agreements contracts and insurance. We have established a review process to evaluate guarantees under the applicable requirements of our policies and Basel III requirements. Governance for this evaluation is covered under policies and procedures that reviews of documentation, jurisdictions and credit quality of protection providers. require regular 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. We do not actively use credit default swaps as a risk mitigation tool, although it increasingly applies the recognition of guarantees, collateral and security over non-financial assets to mitigate overall risk within its counterparty credit portfolio. Credit Limits Central to our philosophy for our management of credit risk is the approval and imposition of credit limits, against which we monitor the actual and potential future credit exposure arising from our business activities with counterparties or groups of counterparties. Credit limits are a reflection of our risk appetite, which may be determined by the creditworthiness of the counterparty, the nature of the risk inherent in the business undertaken with the counterparty, or a combination of relevant credit factors. Our risk appetite for certain sectors and certain countries and geographic regions may also influence the level of risk we are willing to assume to certain counterparties. The analysis and approval of credit limits is undertaken in a consistent manner across our businesses, although the nature and extent of the analysis may vary, based on the type, term and magnitude of the risk being assumed. Credit limits and underlying exposures are assessed and measured on both a gross and net basis where appropriate, with net exposure determined by deducting the value of any collateral held. For certain types of risk being assumed, we will also assess and measure exposures under a variety of hypothetical market conditions. Credit limit approvals across our business 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 State Street Corporation | 87 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in counterparty or country-specific credit ratings and outlook, changes in our risk appetite for certain counterparties, and enhancements to the measurement of credit utilization. countries, sectors or 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 the dimensions of counterparty, industry, country and product-specific risks to facilitate the identification of concentrations of risk and emerging trends. is performed along 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-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 granular counterparty underwriting guidelines, are reviewed periodically and approved by the CRPC. selection criteria and 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 is largest and undertaken more frequently, utilizing financial riskiest counterparties this information, market indicators and other relevant credit and performance measures. The nature and extent of 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. list" We maintain an active "watch 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 the early identification of counterparties whose creditworthiness is deteriorating; any counterparty may be placed on the watch list by ERM at its sole discretion. facilitate to 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. for our watch report of all watch The Credit Risk group maintains primary list processes, and responsibility generates a monthly 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 us. Identified actions are documented and monitored. Controls the integrity of our credit GCR provides a separate level of surveillance and oversight over 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 to determine the nature and extent of risk undertaken by the business units; counterparty exposures State Street Corporation | 88 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS • Periodic credit process and credit product reviews, focusing on and assessing credit prudent analysis, transaction underwriting standards, administration and documentation, risk-rating integrity and relevant trends; compliance, and structure policy • 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 and lease losses to support our on-balance sheet credit exposures. We also maintain a reserve for unfunded commitments and letters of credit to support our off- balance credit exposure. The two components together represent the reserve for credit losses. Review and evaluation of the adequacy of the reserve for credit losses is ongoing throughout the year, but occurs at least quarterly, and is based, among other factors, on our evaluation of the level of risk in the portfolio, the volume of adversely classified loans, previous loss experience, current trends, and economic conditions and their effect on our counterparties. Additional information about the allowance for loan and lease losses is provided in Note 4 to the consolidated financial statements in this Form 10-K. Liquidity Risk Management 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 our liquidity on a global, consolidated basis. We also manage liquidity on a stand-alone basis at our 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. The Parent Company is managed to a more conservative liquidity profile, reflecting narrower market access. Additionally, the Parent Company typically holds, or has direct access to, primarily through SSIF (a direct subsidiary of the Parent Company), as discussed in "Supervision and Regulation" in Business in this Form 10-K, enough cash to meet its current debt maturities and cash needs, as well as those projected over the next one-year the Parent period. Absent Company, the liquid assets available at SSIF continue to be available to the Parent Company. As of December 31, 2018, the value of our Parent Company's net liquid assets totaled $486 million, compared with $532 million as of December 31, 2017, which amount does not include available liquidity through SSIF. As of December 31, 2018, our Parent Company and State Street Bank have no senior notes or subordinated debentures outstanding that will mature in the next twelve months. financial distress at including interpretations of As a SIFI, our liquidity risk management activities are subject to heightened and evolving regulatory those requirements, requirements, under specific U.S. and international regulations and also resulting from published and unpublished guidance, supervisory activities, such as stress tests, resolution planning, examinations and other regulatory interactions. Satisfaction of these requirements could, in some cases, result in changes in the composition of our investment portfolio, reduced NII or NIM, a reduction in the level of certain business activities or modifications to the way in which we deliver our products and services. If we fail to meet regulatory requirements to the satisfaction of our regulators, we could receive negative regulatory stress test results, incur a resolution plan deficiency or determination of a non-credible resolution plan or otherwise receive an adverse regulatory finding. Our efforts to satisfy, or our failure to satisfy, these regulatory requirements could materially adversely affect our business, financial condition or results of operations. Governance responsible Global Treasury for our is 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 the evaluation and tests, execution of stress implementation of the regulatory maintenance and execution of our liquidity guidelines and routine management reporting to ALCO, MRAC and the Board's RC. funding plan, and requirements, contingency 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 State Street Corporation | 89 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 to several principles that are equally important to our overall liquidity risk management framework: liquidity according • Structural liquidity management addresses liquidity by monitoring and directing the composition of our consolidated statement of condition. Structural liquidity is measured by metrics such as the percentage of total wholesale funds to consolidated total assets, and the percentage of non-government investment securities to client deposits. In addition, on a regular basis and as described below, our structural liquidity is evaluated under various stress scenarios. • Tactical liquidity management addresses our day-to-day funding requirements and is largely driven by changes in our primary source of funding, which are client deposits. Fluctuations in client deposits may be supplemented with short-term borrowings, which generally include commercial paper, repurchase agreements, FHLB products and certificates of deposit. and level liquidity longer-term strategic • Stress testing and contingent funding planning are risk management practices. Regular and ad hoc liquidity stress testing are performed under various severe but plausible scenarios at the consolidated significant subsidiaries, including State Street Bank. These tests contemplate severe market and events specific to us under various time horizons and severities. Tests contemplate the impact of material changes in key funding sources, credit ratings, additional collateral requirements, contingent uses of funding, systemic shocks to the financial markets and operational failures based on market and at assumptions specific to us. The stress tests evaluate the required level of funding versus available sources in an adverse environment. As stress testing contemplates potential forward-looking scenarios, results also serve as a trigger to activate specific liquidity stress levels and contingent funding actions. CFPs are designed to assist senior management with decision-making associated with any contingency funding response to a possible or actual crisis scenario. The CFPs define responsibilities and roles, management actions to be taken in the event of deterioration of our liquidity profile caused by either an event specific to us or a broader disruption in the capital markets. Specific actions are linked to the level of stress indicated by these measures or by management judgment of market conditions. Liquidity Risk Metrics In managing our liquidity, we employ early warning indicators and metrics. Early warning indicators are intended to detect situations which may result in a liquidity stress, including changes in our common stock price and the spread on our long-term debt. Additional metrics that are critical to the management of our consolidated statement of condition and monitored as part of our routine liquidity management include measures of our fungible cash position, purchased wholesale funds, unencumbered liquid assets, deposits and the total of investment securities and loans as a percentage of total client deposits. Asset Liquidity Central to the management of our liquidity is asset liquidity, which consists primarily of HQLA. HQLA is the amount of liquid assets that qualify for inclusion in the LCR. As a banking organization, we are subject to a minimum LCR under the LCR rule approved by U.S. banking regulators. The LCR is intended to promote the short-term resilience of internationally active banking organizations, like us, to improve the banking industry's ability to absorb shocks arising from market stress over a 30 calendar day period and improve the measurement and management of liquidity risk. The LCR measures an institution’s HQLA against its net cash outflows. HQLA primarily consists of unencumbered cash and certain high quality liquid securities that qualify for inclusion under the LCR rule. The LCR was fully implemented beginning on January 1, 2017. We report LCR to the Federal Reserve daily. For the quarters ended December 31, 2018 and December 31, 2017, daily average LCR for the Parent Company was 108% and 112%, respectively. The average HQLA for the Parent Company under the LCR final rule definition was $91.67 billion and $65.35 billion for the quarters ended December 31, 2018 and December 31, 2017, respectively. State Street Corporation | 90 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS We maintained average cash balances in excess of regulatory requirements governing deposits with the Federal Reserve of approximately $44.17 billion at the Federal Reserve, the ECB and other non-U.S. central banks as of December 31, 2018, compared to $33.58 billion as of December 31, 2017. The higher levels of average cash balances with central banks was due to normal deposit volatility. The increase in average HQLA for the year ended December 31, 2018, compared to the year ended December 31, 2017, was primarily a result of the sale of approximately $26 billion in non- HQLA securities during the year ended December 31, 2018, with a significant portion of the sales being reinvested into HQLA. Liquid securities carried in our asset liquidity include securities pledged without corresponding advances from the FRBB, the FHLB, and other non- U.S. central banks. State Street Bank is a member of the FHLB. This membership allows for advances of liquidity in varying terms against high-quality collateral, which helps facilitate asset-and-liability management. As of December 31, 2018, we had approximately $2 billion of outstanding borrowings from the FHLB. As of December 31, 2017, we had no outstanding borrowings from the FHLB. liquidity with utilization subject Access to primary, intra-day and contingent liquidity provided by these utilities is an important source of contingent to underlying conditions. As of December 31, 2018 and December 31, 2017 we had no outstanding primary credit borrowings from the FRBB discount window or any other central bank facility. In addition to the securities included in our asset liquidity, we have significant amounts of other unencumbered investment securities. These securities are available sources of liquidity, although not as rapidly deployed as those included in our asset liquidity. The average fair value of total unencumbered securities was $65.94 billion for the quarter ended December 31, 2018, compared to $66.10 billion for the quarter ended December 31, 2017. Measures of liquidity include LCR and NSFR, which are described in "Supervision and Regulation" in Business in this Form 10-K. Uses of Liquidity Significant uses of our liquidity could result from the following: withdrawals of client deposits; draw- downs by our custody clients of lines of credit; advances to clients to settle securities transactions; or other permitted purposes. Such circumstances would generally arise under stress conditions including deterioration in credit ratings. A recurring use of our liquidity involves our deployment of HQLA from our investment portfolio to post collateral to financial institutions serving as sources of securities under our enhanced custody program. We had unfunded commitments to extend credit with gross contractual amounts totaling $28.95 billion and $26.49 billion and standby letters of credit totaling $2.99 billion and $3.16 billion as of December 31, 2018 and December 31, 2017, respectively. These amounts do not reflect the value of any collateral. As of December 31, 2018, approximately 73% of our unfunded commitments to extend credit and 27% of our standby letters of credit expire within one year. Since many of our commitments are expected to expire or renew without being drawn upon, the gross contractual amounts do not necessarily represent our future cash requirements. Information about our resolution planning and the impact actions under our resolution plans could have on our liquidity is provided in "Supervision and Regulation" in Business in this Form 10-K. 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 our entities in various currencies. As of both December 31, 2018 and 2017, approximately 60% of our average total deposit balances were denominated in U.S. dollars, approximately 20% in EUR, 10% in GBP and 10% in all other currencies. Short-Term Funding liquidity Our on-balance sheet liquid assets are also an liquidity management integral component of our strategy. These assets provide 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 to source incremental funding 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. the ability 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 $1.08 billion and $2.84 billion as of December 31, 2018 and December 31, 2017, respectively. State Street Corporation | 91 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS State Street Bank currently maintains a line of credit with a financial institution of CAD 1.40 billion, or approximately $1.03 billion, as of December 31, 2018, 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, 2018, there was no balance outstanding on this line of credit. Long-Term Funding We have the ability to issue debt and equity securities under our current universal shelf registration statement to meet current commitments and business needs, including accommodating the transaction and cash management needs of our clients. In addition, State Street Bank also has current authorization from the Board to issue up to $5 billion in unsecured senior debt and an additional $500 million of subordinated debt. Agency 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: TABLE 29: CREDIT RATINGS • • • • providing assurance for unsecured funding and depositors; increasing the potential market for our debt and improving our ability to offer products; serving markets; and engaging in transactions in which clients value high credit ratings. A downgrade or reduction of our credit ratings could have a material adverse effect on our liquidity by restricting our ability to access the capital markets, which could increase the related cost of funds. In turn, this could cause the sudden and large-scale withdrawal of unsecured deposits by our clients, which could lead to draw-downs of unfunded commitments to extend credit or trigger requirements under securities purchase commitments; or require additional collateral or force terminations of certain trading derivative contracts. the impact of 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 these arrangements by determining the collateral that would be required assuming a downgrade by all rating agencies. The additional collateral or termination payments related to our net derivative liabilities under these arrangements that could have been called by counterparties in the event of a downgrade in our credit ratings below levels specified in the agreements is provided in Note 10 to the consolidated financial statements in 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. State Street: Senior debt Subordinated debt Junior subordinated debt Preferred stock Outlook State Street Bank: Short-term deposits Long-term deposits Senior debt/Long-term issuer Subordinated debt Outlook Standard & Poor’s Moody’s Investors Service Fitch As of December 31, 2018 A A- BBB BBB Stable A-1+ AA- AA- A Stable A1 A2 A3 Baa1 Stable P-1 Aa1 Aa3 Aa3 Stable AA- A+ BBB+ BBB Stable F1+ AA+ AA A+ Stable State Street Corporation | 92 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Contractual Cash Obligations and Other Commitments The long-term contractual cash obligations included within Table 30: Long-Term Contractual Cash Obligations were recorded in our consolidated statement of condition as of December 31, 2018, except for operating leases and the interest portions of long-term debt and capital leases. TABLE 30: LONG-TERM CONTRACTUAL CASH OBLIGATIONS December 31, 2018 (In millions) Long-term debt(1)(2) Operating leases Capital lease obligations(2) Tax liability Total contractual cash obligations Payments Due by Period Less than 1 year 1-3 years 4-5 years Over 5 years Total $ $ — $ 3,132 $ 2,712 $ 5,059 $ 192 34 — 351 62 — 275 55 23 380 — 24 10,903 1,198 151 47 226 $ 3,545 $ 3,065 $ 5,463 $ 12,299 (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, 2018. (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 in this Form 10-K. Total contractual cash obligations shown in Table 30: Long-Term Contractual Cash Obligations, do not include: • Obligations which will be settled in cash, primarily in less than one year, such as client deposits, federal funds purchased, securities sold under repurchase agreements and other short-term borrowings. Additional information about deposits, federal funds purchased, securities sold under repurchase agreements and other short-term borrowings is provided in Note 8 to the consolidated financial statements in this Form 10-K. • Obligations related to derivative instruments because the derivative-related amounts recorded in our consolidated statement of condition as of December 31, 2018 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 in this Form 10-K. We have obligations under pension and other post-retirement benefit plans, with additional information provided in Note 19 to the consolidated financial statements in this Form 10-K, which are not included in Table 30: Long-Term Contractual Cash Obligations. TABLE 31: OTHER COMMERCIAL COMMITMENTS (In millions) Indemnified securities financing Unfunded credit facilities Standby letters of credit Purchase obligations(2) Total commercial commitments $ $ Duration of Commitment as of December 31, 2018 Less than 1 year 1-3 years 4-5 years Over 5 years Total amounts committed(1) 342,337 $ — $ — $ — $ 18,838 814 64 5,600 1,057 89 3,979 1,114 33 535 — 27 342,337 28,952 2,985 213 362,053 $ 6,746 $ 5,126 $ 562 $ 374,487 (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 31: Other Commercial Commitments, except for purchase obligations, is provided in Note 12 to the consolidated financial statements in this Form 10-K. State Street Corporation | 93 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Operational Risk Management Overview Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Operational risk encompasses fiduciary risk and legal risk. Fiduciary risk is defined as the risk that we fail to properly exercise our fiduciary duties in our provision of products or services to clients. Legal risk is the risk of loss resulting from failure to comply with laws and contractual obligations. Operational risk is inherent in the performance of investment servicing and investment management activities on behalf of our clients. Whether it be fiduciary risk, risk associated with execution and processing or other types of operational risk, a consistent, transparent and effective operational risk framework is key to identifying, monitoring and managing operational risk. 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 our business. The policy identifies the responsibilities of individuals and committees charged with oversight of the management of operational risk, and articulates a broad mandate that supports implementation of the operational risk framework. ERM and other control groups provide the the oversight, management and measurement of operational risk. validation and verification of Executive management actively manages and oversees our operational risk framework through membership on various risk management committees, including MRAC, the BCRC, TORC, the Operational Risk Committee, the Executive Information Security Steering Committee, Business Controls Steering Committee, Compliance and Ethics Committee and the Fiduciary Review Committee, all of which ultimately report to the appropriate committee of the Board. The Operational Risk Committee, chaired by the global head of Operational Risk and co-chaired by the FLOD Head of Business Controls, provides cross- business oversight of operational risk, operational risk programs and their implementation to identify, measure, manage and control operational risk in an effective and reviews and approves consistent manner and 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 our risk management needs while complying with regulatory risk framework is intended to provide a number of important benefits, including: requirements. The operational • A common understanding of operational risk management and its supporting processes; • The clarification of responsibilities for the management of operational risk across our business; • The alignment of business priorities with risk management objectives; • The active management of risk and early identification of emerging risks; • The consistent application of policies and the collection of data for risk management and measurement; and • The estimation of our operational risk capital requirement. The operational risk framework employs a distributed risk management infrastructure executed by ERM groups aligned with the business units, which are responsible for the implementation of the operational risk framework at the business unit level. is responsible As with other risks, senior business unit management for the day-to-day operational risk management of their respective is business unit management's businesses. 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. It Consistency and Transparency A number of corporate control functions are directly responsible for implementing and assessing various aspects of our operational risk framework, with State Street Corporation | 94 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS the overarching goal of consistency and transparency to meet the evolving needs of the business: • The global head of Operational Risk, a member of the CRO’s executive management team, leads ERM’s corporate ORM group. ORM is responsible for the strategy, evolution and consistent implementation of our operational risk guidelines, framework and supporting tools across our business. ORM reviews and analyzes operational key risk information, events, metrics and indicators at the business unit and corporate level for purposes of risk management, reporting and escalation to the CRO, senior management and governance committees; • ERM’s Corporate Risk Analytics group develops and maintains operational risk capital estimation models, and ORM's Capital Analysis group calculates our required capital for operational risk; • ERM’s MVG independently validates the to measure quantitative models used 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 the compliance of our systems with information security policies; and requirements and monitors • Corporate Audit performs separate reviews of the application of operational risk management practices and methodologies utilized across our business. Our operational risk framework consists of five components, each described below, which provide a working structure that integrates distinct risk programs into a continuous process focused on managing and measuring operational risk in a coordinated and consistent manner. Risk Identification and Assessments risk The objective of identification and assessments is to understand business unit strategy, risk profile and potential exposures. It is achieved through a series of risk assessments across our identification, business using assessment and measurement of risk across a frequency and severity spectrum of potential combinations. Three primary risk assessment programs, which occur annually, augmented by other business-specific programs, are the core of this component: techniques the for • The risk assessment program seeks to understand the risks associated with day-to- day activities, and the effectiveness of controls intended to manage potential exposures arising from these activities. These risks are typically frequent in nature but generally not severe in terms of exposure; • The Material Risk Identification process utilizes a bottom-up approach to identify our 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 loss distribution approach model (see below); they also provide inputs into stress testing; and important benchmarks for our • Business-specific programs to identify, assess and measure risk, including new business and product review and approval, new client screening, and, as deemed appropriate, targeted risk assessments. Capital Analysis The primary measurement tool used is an internally developed loss distribution approach (LDA) model. We use the LDA model to quantify required operational risk capital, from which we calculate RWA related to operational risk. Such required capital and RWA totaled $3.68 billion and $46.06 billion, respectively, as of December 31, 2018, compared to $3.67 billion and $45.82 billion, respectively, as of December 31, 2017; refer to the "Capital" section in "Financial Condition," of this Management's Discussion and Analysis. State Street Corporation | 95 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The LDA model incorporates the four required operational risk elements described below: • in included types and Internal loss event data is collected from across our business in conformity with our operating loss policy that establishes the requirements for collecting and reporting individual loss events. We categorize the data into seven Basel-defined event 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 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 to (LEDR) analysis, management reporting and the calculation of required capital. Internal loss event data provides our frequency and severity information to our capital calculation process for historical loss events experienced by us. Internal loss event data may be incorporated into our LDA model in a future quarter following the realization of the losses, with the timing and categorization dependent on the processes for model updates and, if applicable, model revalidation and regulatory review and related supervisory processes. An individual loss event can have a significant effect on the output of our LDA model and our operational risk RWA under the advanced approaches depending on the severity of the loss event, its categorization among the seven Basel-defined UOMs and the stability of the distributional approach for a particular UOM; to support processes related • External loss event data provides information with respect to loss event severity from other financial institutions to inform our capital in similar estimation process of events business units at other banking organizations. This information supplements the data pool available 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; for use • Scenario analysis workshops are conducted across our business to inform management of the less frequent but most severe, or “tail,” risks that the organization faces. The workshops are attended by senior business unit managers, other support and control partners and business-aligned risk management staff. The workshops are designed to capture information about the significant risks and to estimate potential exposures for individual risks should a loss event occur. The results of these workshops are used to make a comparison to our LDA model results to determine that our calculation of required capital considers relevant risk-related information; and • 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 risk assessment program results, along with industry loss event data and case studies where appropriate. Business environment and internal 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. control factors are Monitoring, Reporting and Analytics The objective of risk monitoring is to proactively monitor the changing business environment and corresponding operational risk exposure. It is achieved through a series of quantitative and qualitative monitoring tools that are designed to allow us to understand changes in the business environment, internal control factors, risk metrics, risk assessments, exposures and operating effectiveness, as well as details of loss events and progress on risk initiatives implemented to mitigate potential risk exposures. thereby enabling management Operational risk reporting is intended to provide transparency, to manage risk, provide oversight and escalate issues in a timely manner. It is designed to allow the business units, executive management, and the Board's control functions and committees to gain insight into activities that may result in risks and potential exposures. Reports are intended to identify business activities that are experiencing processing issues, whether or not they result in actual loss events. Reporting includes results internal and external of monitoring activities, control reviews and regulatory examinations, assessments. These elements combine in a manner designed to provide a view of potential and emerging risks facing us and information that details its progress on managing risks. State Street Corporation | 96 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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, independent registered public accounting firms, business self- assessments and other control function reviews, such as a SOX testing program. including Corporate Audit, Consistent with our standard model validation process, the operational risk LDA model is subject to a detailed review, overseen by the MRC. In addition, the model is subject to a rigorous internal governance process. All changes to the model or input parameters, and the deployment of model updates, are reviewed and approved by the Operational Risk Committee, which has oversight responsibility for the model, with technical input from the MRC. Documentation and Guidelines for Documentation and guidelines allow consistency and repeatability of the various processes that support the operational risk framework across our business. Operational risk guidelines document our practices and describe the key elements in a business unit's operational risk management program. The purpose of the guidelines is to set forth and define key operational risk terms, provide further detail on our operational risk programs, and detail the business units' responsibilities to identify, assess, measure, monitor and report operational risk. The guideline supports our operational risk policy. Data standards have been established to maintain consistent data repositories and systems that are controlled, accurate and available on a timely basis to support operational risk management. Information Technology Risk Management Overview and Principles We define technology risk as the risk associated with the use, ownership, operation, involvement, influence and adoption of information technology. Technology risk includes risks potentially triggered by technology non-compliance with regulatory obligations, information security and privacy incidents, business disruption, technology internal control and process gaps, technology operational events and adoption of new business technologies. The principal risks within our technology technology risk policy and risk appetite framework include: • Third party vendor risk; • Business disruption and technology resiliency risk; • Cyber and information security risk; • Technology asset and configuration risk; and • Technology obsolescence risk. Governance Our Board is responsible for the approval and oversight of our overall technology risk framework and program. It does so through its TOPS, which reviews and approves our technology risk policy and appetite framework annually. Our technology risk policy establishes our approach to our management of technology risk across our business. The policy identifies the responsibilities of individuals and committees charged with oversight of the management of technology risk and articulates a broad mandate that supports implementation of the technology risk framework. in functions Risk control the business are responsible for adopting and executing the Enterprise Technology Risk Management (ETRM), technology risk framework and reporting requirements. They do this, in part, by developing and maintaining an inventory of critical applications and supporting infrastructure, as well as identifying, assessing and measuring technology risk utilizing the ETRM framework. They are also responsible for monitoring and evaluating risk on a continual basis using key risk indicators, risk reporting and adopting appropriate risk responses to risk issues. The Chief Technology Risk Officer, a member of the CRO’s executive management team, leads the ETRM. ETRM is the separate risk function responsible for the technology risk strategy and appetite, and technology risk framework development and execution. ETRM also performs overall technology risk monitoring and reporting to the Board, and provides a separate view of the technology risk posture to executive leadership. We manage technology risks by: • Coordinating various risk assessment and risk including ERM management activities, operational risk programs; • Establishing, through TORC and TOPS of the Board, the enterprise level technology risk and cyber risk appetite and limits; • Producing enterprise level risk reporting, aggregation, dashboards, profiles and risk appetite statements; • Validating appropriateness of reporting of risk risk technology risks and to senior management information acceptance committees and the Board; • Promoting a strong technology risk culture through communication; State Street Corporation | 97 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS • Serving as an escalation and challenge point guidance, risk technology for expectations and clarifications; policy • Assessing effectiveness of key enterprise information technology risk and internal control remediation programs; and • Providing risk oversight, challenge and monitoring for the Global Continuity and Third Party Vendor Management Program, including the collection of risk appetite, metrics and KRIs, and reviewing issue management processes and consistent program adoption. Cyber-Security Risk Management Cyber-security risk is managed as part of our overall Information Technology Risk Management as outlined above. We recognize the significance of cyber-attacks and have taken steps to mitigate the risks associated with them. We have made significant investments in building a mature cyber-security program to leverage people, technology and processes to protect our systems and the data in our care. We have also implemented a program to help us better measure and manage the cyber-security risk we face when we engage with third parties for services. All employees are required to adhere to our cyber- security policy and standards. Our centralized information security group provides education and training. This training includes a required annual online training class for all employees, multiple simulated phishing attacks and regular information security awareness materials. Our business lines employ Information Security Officers to help the business better understand and manage their information security risks, as well as to work with the centralized Information Security team to drive awareness and compliance throughout the business. We use independent third parties to perform ethical hacks of key systems to help us better understand the effectiveness of our controls and to better implement more effective controls, and we engage with third parties to conduct reviews of our overall program to help us better align our cyber- security program with what is required of a large financial services organization. We have an incident response program in place that is designed to enable a well-coordinated response to mitigate the impact of cyber-attacks, recover from the attack and level of communication to internal and external stakeholders. the appropriate to drive the The TORC assesses and manages effectiveness of our cyber-security program, which is overseen by the TOPS of our Board. The TOPS receives regular cyber-security updates throughout the year and is responsible for reviewing and approving the program on an annual basis. Market Risk Management Market risk is defined by U.S. banking regulators as the risk of loss that could result from broad market movements, such as changes in the general level of interest rates, credit spreads, foreign exchange rates or commodity prices. We are exposed to market risk in both our trading and certain of our non-trading, or asset- and-liability management, activities. Information about the market risk associated with our trading activities is provided below under “Trading Activities.” Information about the market risk associated with our non-trading activities, which consists primarily of interest 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 foreign exchange trading services revenue and to manage potential earnings volatility. In addition, we provide services related to derivatives in our role as both a manager and a servicer of financial assets. Our clients use derivatives to manage the financial risks associated with their investment goals and business activities. With the growth of cross-border investing, our clients often enter into foreign exchange forward contracts to convert currency for international investments and to manage the currency risk in their international investment portfolios. As an active participant in the foreign exchange markets, we provide foreign exchange forward and option contracts in support of these client needs, and also act as a dealer in the currency markets. As part of our trading activities, we assume positions in the foreign exchange and interest 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, 2018, the notional amount of these derivative contracts was $2.26 trillion, of which $2.24 trillion was composed of foreign exchange forward, swap and spot contracts. We seek to match positions State Street Corporation | 98 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 our business associated with trading. The TMRC, which reports to MRAC, is composed of members of ERM, our global markets business and our Global Treasury group, as well as our senior executives who manage our trading businesses and other members of management who possess specialized knowledge and expertise. The TMRC meets regularly to monitor the management of our trading market risk activities. Our business units identify, actively manage and are responsible for the market risks inherent in their businesses. A dedicated market risk management group within ERM, and other groups within ERM, work with those business units to assist them in the identification, assessment, monitoring, management and control of market risk, and assist business unit managers with their market risk management and measurement activities. ERM provides an additional line of oversight, support and coordination designed to promote the consistent identification, measurement and management of market risk across business units, separate from those business units' discrete activities. The ERM market risk management group is responsible for the management of corporate-wide market risk, the monitoring of key market risks and the development and maintenance of market risk management policies, guidelines and standards aligned with our corporate risk appetite. This group also establishes and approves market risk tolerance limits and trading authorities based on, but not limited to, measures of notional amounts, sensitivity, VaR and stress. Such limits and authorities are specified in our trading and market risk guidelines which govern our management of trading market risk. Corporate Audit separately assesses the design and operating effectiveness of the market risk controls within our business units and ERM. Other related responsibilities of Corporate Audit include the periodic review of ERM and business unit compliance with market risk policies, guidelines and corporate standards, as well as relevant regulatory requirements. We are subject to regular monitoring, reviews and supervisory exams of our market risk function by the Federal Reserve. In addition, we are regulated by, Industry among others, Regulatory Authority and the U.S. Commodities Futures Trading Commission. the Financial the SEC, Risk Appetite Our corporate market risk appetite is specified in policy statements the governance, that outline responsibilities and requirements surrounding the identification, measurement, analysis, management and communication of market risk arising from our trading activities. These policy statements also set forth the market risk control framework to monitor, support, manage and control this portion of our risk appetite. All groups involved in the management and control of market risk associated with trading activities are required to comply with the qualitative and quantitative elements of these policy statements. Our trading market risk control framework is composed of the following components: • A trading market risk management process led by ERM, separate from the business units' discrete activities; • Clearly defined responsibilities and authorities for the primary groups involved in trading market risk management; • A trading market risk measurement methodology that captures correlation effects and allows aggregation of market risk across risk types, markets and business lines; • Daily monitoring, analysis and reporting of market risk exposures associated with trading activities against market risk limits; • A defined limit structure and escalation process in the event of a market risk limit excess; • Use of VaR models to measure the one-day market risk exposure of trading positions; • Use of VaR as a ten-day-based regulatory capital measure of the market risk exposure of trading positions; • Use of non-VaR-based limits and other controls; • Use of stressed-VaR models, stress-testing analysis and scenario analysis to support the trading market risk measurement and management process by assessing how portfolios and global business lines perform under extreme market conditions; • Use of back-testing as a diagnostic tool to assess the accuracy of VaR models and other risk management techniques; and • A new product approval process that requires market risk teams to assess trading-related market risks and apply risk tolerance limits to State Street Corporation | 99 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS proposed new products and business activities. We use our CAP to assess our overall capital and liquidity in relation to our risk profile and provide a comprehensive strategy for maintaining appropriate capital and liquidity levels. With respect to market risk associated with trading activities, our risk management and our calculations of regulatory capital are based primarily on our internal VaR models and stress testing analysis. As discussed in detail under “Value-at-Risk” below, VaR is measured daily by ERM. The TMRC oversees our market risk exposure in relation to limits established within our risk appetite framework. These limits define threshold levels for VaR- and stressed VaR-based measures and are applicable to all trading positions subject to regulatory capital requirements. These limits are designed to prevent any undue concentration of market risk exposure, in light of the primarily non-proprietary nature of our trading activities. The risk appetite framework and associated limits are reviewed and approved by the Board's RC. Covered Positions Our trading positions are subject to regulatory market risk capital requirements if they meet the regulatory definition of a “covered position.” A covered position is generally defined by U.S. banking regulators as an on- or off-balance sheet position associated with the organization's trading activities that is free of any restrictions on its tradability, but does not include intangible assets, certain credit derivatives recognized as guarantees and certain equity positions not publicly 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. trading positions 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 include Treasury group. These products such as foreign exchange spot, foreign exchange forwards, non-deliverable forwards, foreign exchange options, foreign exchange funding swaps, currency futures, financial futures and interest rate futures. New activities are analyzed to determine if the positions arising from such new activities meet the definition of a covered position and conform to our covered positions policy. This documented analysis, including any decisions with respect to market risk treatments, must receive approval from the TMRC. We use spot rates, forward points, yield curves and discount factors imported from third-party sources to measure the value of our covered positions, and we use such values to mark our covered positions to market on a daily basis. These values are subject to separate validation by us in order to evaluate reasonableness and consistency with market experience. The mark-to- market gain or loss on spot transactions is calculated by applying the spot rate to the foreign currency principal and comparing the resultant base currency amount to the original transaction principal. The mark- to-market gain or loss on a forward foreign exchange contract or forward cash flow contract is determined as the difference between the life-to-date (historical) value of the cash flow and the value of the cash flow at the inception of the transaction. The mark-to-market gain or loss on interest rate swaps is determined by discounting the future cash flows from each leg of the swap transaction. Value-at-Risk and Stressed VaR 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 for our covered stressed VaR-based measures 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. to change Our market risk models, including our VaR model, are subject 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 in connection with State Street Corporation | 100 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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. to identify twelve-month periods 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 that reflect significant financial stress. The stressed VaR model is designed 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, is determined the stress period algorithmically by seeking the one-year time horizon that produces the largest ten-business-day VaR from within the available historical data. This historical data set includes the financial crisis of 2008, the highly volatile period surrounding the Eurozone sovereign debt crisis and the Standard & Poor's downgrade of U.S. Treasury debt in August 2011. As the historical data set used to determine the stress period expands over time, future market stress events will be incorporated. Value-at-Risk Measures VaR measures are based on the most recent two years of historical price movements for instruments and related risk factors to which we have exposure. The instruments in question are limited to foreign exchange spot, forward and options contracts and interest rate contracts, including futures and interest rate swaps. Historically, these instruments have exhibited a higher degree of liquidity relative to other available capital markets instruments. As a result, the VaR measures shown reflect our ability to rapidly adjust exposures in highly dynamic markets. For this reason, risk inventory, in the form of net open positions, across all currencies is typically limited. In addition, long and short positions in major, as well as minor, currencies provide risk offsets that limit our potential downside exposure. Our VaR methodology uses a historical simulation approach based on market-observed changes in foreign exchange rates, U.S. and non-U.S. interest rates and implied volatilities, and incorporates the resulting diversification benefits provided from the mix of our trading positions. Our VaR model incorporates approximately 5,000 includes risk correlations among currency, interest rates and other market rates. factors and 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 (although in market volatility 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 this those “backward-looking” limitation can cause VaR to understate or overstate risk; that are extreme in nature; • 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. State Street Corporation | 101 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Stress Testing 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). 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. We perform scenario analysis daily based on selected historical stress events that are relevant to our positions in order to estimate the potential impact to our current portfolio should similar market conditions recur. Relevant scenarios are chosen from an inventory of historical financial stresses and applied to our current portfolio. These historical event scenarios involve spot foreign exchange, credit, equity, unforeseen geo- political events and natural disasters, and government and central bank intervention scenarios. Examples of the specific historical scenarios we incorporate in our stress testing program may include the Asian financial crisis of 1997, the September 11, 2001 terrorist attacks in the U.S. and the 2008 financial crisis. We continue to update our inventory of historical stress scenarios as new stress conditions emerge in the financial markets. 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 include constant steepening, flattening and butterflies. amount. Non-parallel shifts Validation and Back-Testing We perform frequent back-testing to assess the accuracy of our VaR-based model in estimating loss at the stated confidence level. This back-testing involves the comparison of estimated VaR model outputs to daily, actual profit-and-loss (P&L) outcomes observed from daily market movements. We back-test our VaR model using “clean” P&L, which excludes non-trading revenue such as fees, commissions and NII, as well as estimated revenue from intra-day trading. Our VaR definition of trading losses excludes items that are not specific to the price movement of the trading assets and liabilities themselves, such as fees, commissions, changes to reserves and gains or losses from intra-day activity. We experienced three back-testing exceptions in 2018 and one each in 2017 and 2016. The three back- testing exceptions in 2018 occurred in the last four months of the year when the markets experienced an abrupt increase in volatility. The heightened volatility follows several years of relatively benign market conditions that saw the VIX routinely register as little as 10% or less. Following such periods, it is quite common for VaR models calibrated to the most recent two years of data to underestimate the trading gains or losses that are experienced as volatility trends above levels that were seen more recently. In reference to the 2017 exception, the trading loss that day exceeded the VaR based on the prior day’s closing positions, following the euro’s forward point spike on short tenors driven by thinning liquidity and reduced volumes spurred by banks’ year-end balance sheet preparations. In reference to the 2016 exception, the trading P&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, primarily attributable to U.S. GDP growth rate being lower than expected and market reaction to Bank of Japan’s decision to leave the interest rate unchanged. Our model validation process also evaluates the integrity of our VaR models through the use of regular outcome analysis. This outcome analysis includes back-testing, which compares the VaR model's predictions to actual outcomes using out-of-sample information. 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. State Street Corporation | 102 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Market Risk Reporting Our ERM market risk management group is responsible for market risk monitoring and reporting. We use a variety of systems and controlled market feeds from third-party services to compile data for several daily, weekly and monthly management reports. The following tables present VaR and stressed VaR associated with our trading activities for covered positions held during the years ended December 31, 2018 and 2017, respectively, as measured by our VaR methodology. Diversification effect in the tables below represents the difference between total VaR and the sum of the VaRs for each trading activity. This effect arises because the risks present in our trading activities are not perfectly correlated. TABLE 32: TEN-DAY VaR ASSOCIATED WITH TRADING ACTIVITIES FOR COVERED POSITIONS Year Ended December 31, 2018 Year Ended December 31, 2017 (In thousands) Year Ended Average Maximum Minimum Year Ended Average Maximum Minimum Global Markets $ 10,588 $ 7,354 $ 19,160 $ 2,967 $ 5,719 $ 7,532 $ 16,160 $ 2,566 Global Treasury Diversification 1,354 (1,435) 750 (634) 3,579 (3,348) 91 205 1,346 (1,503) 517 (544) 1,767 (1,808) 89 (111) Total VaR $ 10,507 $ 7,470 $ 19,391 $ 3,263 $ 5,562 $ 7,505 $ 16,119 $ 2,544 TABLE 33: TEN-DAY STRESSED VaR ASSOCIATED WITH TRADING ACTIVITIES FOR COVERED POSITIONS Year Ended December 31, 2018 Year Ended December 31, 2017 (In thousands) Year Ended Average Maximum Minimum Year Ended Average Maximum Minimum Global Markets $ 26,512 $ 32,744 $ 58,221 $ 14,811 $ 31,512 $ 27,366 $ 45,399 $ 13,363 Global Treasury Diversification 7,683 (7,919) 3,659 (4,101) 10,177 (10,179) 342 (325) 12,042 (13,905) 7,430 (6,334) 17,460 (15,964) 1,321 (797) Total Stressed VaR $ 26,276 $ 32,302 $ 58,219 $ 14,828 $ 29,649 $ 28,462 $ 46,895 $ 13,887 The average of our stressed VaR-based measure was approximately $32 million for the year ended December 31, 2018, compared to an average of approximately $28 million for the year ended December 31, 2017. While the average stressed VaR-based measure increased, the decrease in our stressed VaR-based measure at year end was mainly driven by lower end of day foreign exchange positions and reduced basis risk exposure in Korean Won forward rates as of December 31, 2018 compared to December 31, 2017. The VaR-based measures presented in the preceding tables are primarily a reflection of the overall level of market volatility and our appetite for taking market risk in our trading activities. Overall levels of volatility have been low both on an absolute basis and relative to the historical information observed at the beginning of the period used for the calculations. Both the ten-day VaR-based measures and the stressed VaR-based measures are based on historical changes observed during rolling ten-day periods for the portfolios as of the close of business each day over the past one- year period. We may in the future modify and adjust our models and methodologies used to calculate VaR and stressed VaR, subject to regulatory review and approval, and these modifications and adjustments may result in changes in our VaR-based and stressed VaR-based measures. The following tables present the VaR and stressed-VaR associated with our trading activities attributable to foreign exchange risk, interest rate risk and volatility risk as of December 31, 2018 and 2017, respectively. The totals of the VaR-based and stressed VaR-based measures for the three attributes in total exceeded the related total VaR and total stressed VaR presented in the foregoing tables as of each period-end, primarily due to the benefits of diversification across risk types. Diversification effect tables below represents the difference between total VaR and the sum of the VaRs for each trading activity. This effect arises because the risks present in our trading activities are not perfectly correlated. the in State Street Corporation | 103 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 34: TEN-DAY VaR ASSOCIATED WITH TRADING ACTIVITIES BY RISK FACTOR(1) (In thousands) By component: Global Markets Global Treasury Diversification Total VaR As of December 31, 2018(2) As of December 31, 2017 Foreign Exchange Risk Interest Rate Risk Foreign Exchange Risk Interest Rate Risk Volatility Risk $ $ 2,679 53 (39) 2,693 $ $ 11,850 1,377 (1,436) 11,791 $ $ 6,149 100 1 6,250 $ $ 5,546 1,372 (1,078) 5,840 $ $ 3 — — 3 TABLE 35: TEN-DAY STRESSED VaR ASSOCIATED WITH TRADING ACTIVITIES BY RISK FACTOR(1) (In thousands) By component: Global Markets Global Treasury Diversification Total Stressed VaR As of December 31, 2018(2) As of December 31, 2017 Foreign Exchange Risk Interest Rate Risk Foreign Exchange Risk Interest Rate Risk Volatility Risk $ $ 10,465 74 (132) 10,407 $ $ 23,324 8,202 (7,835) 23,691 $ $ 15,975 153 (23) 16,105 $ $ 27,161 12,192 (14,176) 25,177 $ $ 3 — — 3 (1) For purposes of risk attribution by component, 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. (2) As of December 31, 2018, we had no ten-day VaR or ten-day stressed VaR associated with volatility risk. Asset and Liability Management Activities The primary objective of asset and liability management is to provide sustainable NII under varying economic conditions, while protecting the economic value of the assets and liabilities carried in our consolidated statement of condition from the adverse effects of changes in interest rates. While many market factors affect the level of NII and the economic value of our assets and liabilities, one of the most significant factors is our exposure to movements in interest rates. Most of our NII is earned from the investment of client deposits generated by our businesses. We invest these client deposits in assets that conform generally to the characteristics of our balance sheet liabilities, including the currency composition of our significant non-U.S. dollar denominated client liabilities. We quantify NII sensitivity using an earnings simulation model that includes our expectations for new business growth, changes in balance sheet mix and investment portfolio positioning. This measure compares our baseline view of our NII over a twelve- month horizon, based on our internal forecast of interest rates, to a wide range of instantaneous and gradual rate shocks. EVE sensitivity is a discounted cash flow model designed to estimate fair value of assets and liabilities under a series of interest rate shocks over a long-term horizon. Each approach is routinely monitored as market conditions change. In the table below, we report the expected change in NII over the next twelve months from +/-100 bps instantaneous and gradual parallel rate shocks. Each scenario assumes no management action is taken to mitigate the adverse effects of interest rate changes on our financial performance. While investment securities balances can fluctuate with the level of rates as prepayment assumptions change, our deposit balances remain consistent with the baseline. TABLE 36: NII SENSITIVITY (In millions) Rate change: December 31, 2018 2017 Benefit (Exposure) +100 bps shock $ 371 $ –100 bps shock +100 bps ramp –100 bps ramp (183) 148 (72) 435 (294) 177 (122) to benefit As of December 31, 2018, NII sensitivity remains interest rates. positioned Compared to December 31, 2017, our asset sensitive positioning to an instantaneous rise in rates is less sensitive, primarily driven by an increase in U.S. client deposit betas as a result of higher market rates. from rising State Street Corporation | 104 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS We also routinely measure NII sensitivity to non- parallel rate shocks to isolate the impact of short-term or long-term market rates. In the up 100 bps instantaneous shock, approximately 70% of the expected benefit stems from the short-end of the yield curve. Additionally, we quantify how much of the change is a result of shifts in U.S. and non-U.S. rates. In the up 100 bps instantaneous shock, approximately 30-40% of the benefit is driven by U.S. rates. The following table highlights our EVE sensitivity to a +/-200 bps instantaneous rate shock, relative to spot interest rates. Management compares the change in EVE sensitivity against our aggregate tier 1 and tier 2 risk-based capital, calculated in conformity with current applicable regulatory requirements. EVE sensitivity is dependent on the timing of interest and principal cash flows. Also, the measure only evaluates the spot balance sheet and does not include the impact of new business assumptions. TABLE 37: EVE SENSITIVITY (In millions) Rate change: +200 bps shock –200 bps shock December 31, 2018 2017 Benefit (Exposure) $ (1,603) $ 796 (1,507) 11 As of December 31, 2018, EVE sensitivity remains exposed to upward shifts in interest rates. Compared to December 31, 2017, the change in the up 200 bps instantaneous shock was driven by higher U.S. interest rates and a mix shift in client deposits to more floating- rate, reducing deposit duration. The change in the down 200 bps instantaneous shock was primarily due to a modeling enhancement for negative rate currencies. The modeling enhancement allows for interest rate shocks to go below zero for certain currencies, such as Euro, where central banks have allowed negative rates. The December 31, 2017 benefit, which does not reflect the modeling enhancement, in the down 200 bps shock would have increased approximately $1 billion under the new modeling approach. This update aligns our modeling approaches for in both EVE and NII sensitivity negative rates simulations. Model Risk Management The use of models is widespread throughout the financial services industry, with large and complex organizations relying on sophisticated models to support numerous aspects of their financial decision making. The models contemporaneously represent both a financial management and a source of risk. In large banking organizations like us, model results influence business decisions, and model failure could have a harmful effect on our financial performance. As a result, the Model Risk Management Framework seeks to mitigate our model risk. significant advancement in Our model risk management program has three principal components: • A model risk governance program that defines the responsibilities, roles and 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; including • A model development process that focuses on sound design and computational accuracy, and for includes activities designed test robustness, stability and sensitivity to assumptions; and to • An independent model validation function designed to verify that models are conceptually sound, are performing as expected, and are in line with their design objectives. computationally accurate, Governance Models used in the regulatory capital calculation can only be deployed for use after undergoing a model validation by ERM's Model Risk Management and receiving the result on the validation that allows for use or is permitted to be used by the MRC. ERM’s Model Risk Management group is responsible for defining the corporate-wide model risk governance framework, and maintains policies and guidelines 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 reporting, model performance monitoring, tracking of new model development status and committee-level review and challenge. risk 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 includes a integrity testing. Model development State Street Corporation | 105 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS statement of purpose to align development with intended use. It also includes a comparison of alternative approaches to promote a sound modeling approach. Model developers conduct an assessment of data quality and relevance. The development teams conduct a variety of tests of the accuracy, robustness and stability of each model. 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 its particular assumptions or deficiencies. Based on the results of its review, MVG issues a model use decision and may require remedial actions and/or 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. If a model owner disagrees with the results of a validation or any other aspect of model risk, they are permitted to raise the issue with the MRC for resolution. limitations given 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 us 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 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. State Street Corporation | 106 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 we 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 for to provide a comprehensive strategy and 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 for level. We review these measures annually appropriateness and relevance in relation to our financial budget and capital plan. Stress Testing We administer a robust business-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 us, 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, rate, operational, 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. fiduciary, business, liquidity, interest In connection with the focus on our key risks, each stress test incorporates idiosyncratic loss events tailored to our 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 us, to submit a capital plan on an annual basis. The Federal Reserve uses its annual CCAR process, which incorporates hypothetical financial and economic stress scenarios, to review those capital plans and assess whether banking organizations have capital planning processes that account for idiosyncratic risks and provide for sufficient capital to continue operations throughout times of economic and financial stress. As part of its CCAR the Federal Reserve assesses each process, 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 our 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 for us. State Street Corporation | 107 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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, forecasting and performance budgeting, management. We have a hierarchical structure supporting appropriate committee review of relevant risk and capital information. The ongoing responsibility for capital management rests with our Treasurer. The Capital Management group within Global Treasury is responsible for the Capital Policy and guidelines, development of the Capital Plan, the management of global capital and capital optimization. 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 the assessment and to management of risk and capital. Our Capital Policy is reviewed and approved annually by the Board's RC. related Global Systemically Important Bank We are one among a group of 29 institutions worldwide that have been identified by the FSB and the BCBS as G-SIBs. Our designation as a G-SIB is based on a number of factors, as evaluated by banking regulators, and requires us to maintain an additional capital buffer above the minimum capital ratios set forth in the Basel III final rule. We and our depository institution subsidiaries are subject to the current Basel III minimum risk-based capital and leverage ratio guidelines. The Basel III final rule transition provisions for capital components and minimum ratio requirements for CET1 capital, tier 1 capital and total capital. incorporates several multi-year Additional information about G-SIBs is provided under “Regulatory Capital Adequacy and Liquidity Standards” in "Supervision and Regulation" in Business in this Form 10-K. We and State Street Bank, as advanced approaches banking organizations, are subject to the U.S. Basel III framework. Provisions of the Basel III final rule became effective with full implementation on January 1, 2019. We are also subject to the final market risk capital rule issued by U.S. banking regulators effective as of January 2013. The Basel III final rule provides for two frameworks for monitoring capital adequacy: the “standardized” approach and the “advanced” approaches, applicable to advanced approaches banking organizations, like us. The standardized approach prescribes standardized calculations for credit RWA, including specified risk weights for certain on- and off-balance sheet exposures. The advanced approaches consist of the AIRB approach used for the calculation of RWA related to credit risk, and the AMA approach used for the calculation of RWA related to operational risk. The final market risk capital rule requires us to use internal models to calculate daily measures of VaR, that reflect general market risk for certain of our trading positions defined by the rule as “covered positions,” as well as stressed-VaR measures to supplement the VaR measures. The rule also requires a public disclosure composed of qualitative and quantitative information about the market risk associated with our trading activities and our related VaR and stressed-VaR measures. The qualitative and quantitative information required by the rule is provided under "Market Risk" in this Form 10-K. As required by the Dodd-Frank Act, we and State Street Bank, as advanced approaches banking organizations, are subject to a permanent "capital floor," also referred to as the Collins Amendment, in the assessment of our regulatory capital adequacy, the capital conservation buffer and including countercyclical capital buffer. Our risk-based capital ratios for regulatory assessment purposes are the lower of each ratio calculated under the standardized approach and the advanced approaches. The requirement for the capital conservation buffer became effective with full implementation on January 1, 2019. Specifically, the final rule limits a banking organization’s ability to make capital distributions and discretionary bonus payments to executive officers if it fails to maintain a CET1 capital conservation buffer of more than 2.5% of total RWA and, if deployed during periods of excessive credit growth, a CET1 countercyclical capital buffer of up to 2.5% of total RWA, above each of the minimum CET1, tier 1, and total risk- based capital ratios. The countercyclical capital buffer is currently set at zero by U.S. banking regulators. State Street Corporation | 108 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS To maintain the status of the 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 Basel III final rule. The following table sets forth the transition to full implementation and the minimum risk-based capital ratio requirements under the Basel III final rule. TABLE 38: BASEL III FINAL RULES TRANSITION ARRANGEMENTS AND MINIMUM RISK-BASED CAPITAL RATIOS(1) Capital conservation buffer (CET1) G-SIB surcharge (CET1)(2) Minimum CET1(3) Minimum tier 1 capital(3) Minimum total capital(3) 2019 2018 2017 2016 2015 2.500% 1.500 1.875% 1.125 1.250% 0.750 0.625% 0.375 —% — 8.500 10.000 12.000 7.500 9.000 11.000 6.500 8.000 10.000 5.500 7.000 9.000 4.500 6.000 8.000 (1) Minimum ratios shown above do not reflect the countercyclical buffer, currently set at zero by U.S. banking regulators. (2) As part of the G-SIB Surcharge final rule, the Federal Reserve published estimated G-SIB surcharges for the eight U.S. G-SIBs. The estimated resulting G-SIB surcharge for us is 1.5%. (3) Minimum CET1 capital, minimum tier 1 capital and minimum total capital presented include the transitional capital conservation buffer as well as the estimated transitional G-SIB surcharge that were phased-in beginning January 1, 2016 through January 1, 2019 based on an estimated 1.5% surcharge in all periods. The specific calculation of our and State Street Bank's risk-based capital ratios changed as the provisions of the Basel III final rule related to the numerator (capital) and denominator (RWA) were phased in, and as our RWA calculated using the advanced approaches changed due to changes in methodology. These methodological changes 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. The following table presents the regulatory capital structure and related regulatory capital ratios for us and State Street Bank as of the dates indicated. We are subject to the more stringent of the risk-based capital ratios calculated under the standardized approach and those calculated under the advanced approaches in the assessment of our capital adequacy under applicable bank regulatory standards. As a result of changes in the methodologies used to calculate our regulatory capital ratios from period to period, as the provisions of the Basel III final rule were phased in, the ratios presented in the table for each period are not directly comparable. Refer to the footnotes following the table. State Street Corporation | 109 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 39: REGULATORY CAPITAL STRUCTURE AND RELATED REGULATORY CAPITAL RATIOS (In millions) Common shareholders' equity: State Street State Street Bank Basel III Advanced Approaches December 31, 2018 Basel III Standardized Approach December 31, 2018 Basel III Advanced Approaches December 31, 2017 Basel III Standardized Approach December 31, 2017 Basel III Advanced Approaches December 31, 2018 Basel III Standardized Approach December 31, 2018 Basel III Advanced Approaches December 31, 2017 Basel III Standardized Approach December 31, 2017 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(1) Other adjustments(2) CET1 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 RWA: Credit risk(3) Operational risk(4) Market risk Total RWA Adjusted quarterly average assets $ $ $ $ 10,565 20,606 (1,332) (8,715) 21,124 (9,350) (194) 11,580 3,690 — — 15,270 778 — 14 — 16,062 47,738 46,060 1,517 95,315 211,924 $ $ $ $ $ 10,565 20,606 (1,332) (8,715) 21,124 (9,350) (194) 11,580 3,690 — — 15,270 778 — 83 — 16,131 97,303 NA 1,517 98,820 211,924 $ $ $ $ $ 10,302 $ 10,302 $ 18,856 18,856 (972) (9,029) 19,157 (6,877) (76) 12,204 3,196 — (18) 15,382 980 — 4 1 16,367 52,000 45,822 1,334 99,156 209,328 (972) (9,029) 19,157 (6,877) (76) 12,204 3,196 — (18) 15,382 980 — 72 1 $ $ $ $ 16,435 101,349 NA 1,334 102,683 209,328 $ $ $ $ 12,894 14,261 (1,112) — 26,043 (9,073) (29) 16,941 — — — 16,941 776 — 11 — 17,728 45,565 44,494 1,517 91,576 209,413 $ $ $ $ $ 12,894 14,261 (1,112) — 26,043 (9,073) (29) 16,941 — — — $ 11,612 $ 11,612 12,312 12,312 (809) — (809) — 23,115 23,115 (6,579) (5) 16,531 — — — (6,579) (5) 16,531 — — — 16,941 776 16,531 983 16,531 983 — 83 — 17,800 94,776 NA 1,517 96,293 209,413 — — — 17,514 49,489 45,295 1,334 96,118 206,070 $ $ $ $ — 72 — 17,586 98,433 NA 1,334 99,767 206,070 $ $ $ $ 2018 Minimum Requirements Including Capital Conservation Buffer and G- SIB Surcharge(5) 2017 Minimum Requirements Including Capital Conservation Buffer and G- SIB Surcharge(6) 7.5% 6.5% 12.1% 11.7% 12.3% 11.9% 18.5% 17.6% 17.2% 16.6% 9.0 11.0 8.0 10.0 16.0 16.9 15.5 16.3 15.5 16.5 15.0 16.0 18.5 19.4 17.6 18.5 17.2 18.2 16.6 17.6 Capital Ratios: CET1 capital Tier 1 capital Total capital (1) Amounts for us and State Street Bank as of December 31, 2018 consisted of goodwill, net of associated deferred tax liabilities, and 100% of other intangible assets, net of associated deferred tax liabilities. Amounts for us and State Street Bank as of December 31, 2017 consisted of goodwill, net of associated deferred tax liabilities and 80% of other intangible assets, net of associated deferred tax liabilities. Intangible assets, net of associated deferred tax liabilities is phased in as a deduction from capital, in conformity with the Basel III final rule. (2) Other adjustments within CET1 capital primarily include the overfunded portion of our defined benefit pension plan obligation net of associated deferred tax liabilities, disallowed deferred tax assets, and other required credit risk based deductions. (3) Includes a CVA which reflects the risk of potential fair value adjustments for credit risk reflected in our valuation of over-the-counter derivative contracts. We used a simple CVA approach in conformity with the Basel III advanced approaches. (4) Under the current advanced approaches rules and regulatory guidance concerning operational risk models, RWA attributable to operational risk can vary substantially from period-to-period, without direct correlation to the effects of a particular loss event on our results of operations and financial condition and impacting dates and periods that may differ from the dates and periods as of and during which the loss event is reflected in our financial statements, with the timing and categorization dependent on the processes for model updates and, if applicable, model revalidation and regulatory review and related supervisory processes. An individual loss event can have a significant effect on the output of our operational RWA under the advanced approaches depending on the severity of the loss event and its categorization among the seven Basel-defined UOMs. (5) Minimum requirements were phased in with full implementation beginning on January 1, 2019; minimum requirements listed are as of December 31, 2018. See Table 38: Basel III Final Rules Transition Arrangements and Minimum Risk-Based Capital Ratios. (6) Minimum requirements were phased in with full implementation beginning on January 1, 2019; minimum requirements listed are as of December 31, 2017. See Table 38: Basel III Final Rules Transition Arrangements and Minimum Risk-Based Capital Ratios. NA Not applicable State Street Corporation | 110 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our CET1 capital decreased $0.6 billion as of December 31, 2018 compared to December 31, 2017 primarily driven by goodwill and intangible assets deduction of $2.2 billion, capital distributions of $1.2 billion from common and preferred stock dividends and common stock repurchases, accumulated other comprehensive loss of $0.4 billion and a $0.3 billion impact from the 2018 phase-in of the deduction of intangible assets (100% in 2018 compared to 80% in 2017), offset by net income of $2.6 billion for the year ended December 31, 2018 and the issuance of common stock of $1.2 billion. In the same comparative period, our tier 1 capital decreased $0.1 billion and total capital decreased $0.3 billion under both advanced approaches and standardized approach due to the changes in our CET1 capital offset by the issuance of preferred stock of approximately $500 million in the third quarter of 2018. The table below presents a roll-forward of CET1 capital, tier 1 capital and total capital for the year ended December 31, 2018 and for the year ended December 31, 2017. TABLE 40: CAPITAL ROLL-FORWARD (In millions) CET1 capital: Basel III Advanced Approaches December 31, 2018 Basel III Standardized Approach December 31, 2018 Basel III Advanced Approaches December 31, 2017 Basel III Standardized Approach December 31, 2017 CET1 capital balance, beginning of period $ 12,204 $ 12,204 $ 11,624 $ 11,624 Net income 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 CET1 capital CET1 capital balance, end of period Additional tier 1 capital: Tier 1 capital balance, beginning of period Change in CET1 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 Tier 2 capital: Tier 2 capital balance, beginning of period Net issuance and changes in long-term debt qualifying as tier 2 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 Changes in tier 1 capital Changes in tier 2 capital 2,599 314 (853) (2,473) (360) 149 (624) 2,599 314 (853) (2,473) (360) 149 (624) 2,177 (1,347) (778) (529) 964 93 580 2,177 (1,347) (778) (529) 964 93 580 11,580 11,580 12,204 12,204 15,382 15,382 (624) 494 — 18 (112) 15,270 985 (202) 10 (1) (193) 792 (624) 494 — 18 (112) 15,270 1,053 (202) 11 (1) (192) 861 14,717 580 — — 85 665 15,382 1,192 (192) (15) — (207) 985 14,717 580 — — 85 665 15,382 1,250 (192) (5) — (197) 1,053 16,367 16,435 15,909 15,967 (112) (193) (112) (192) 665 (207) 665 (197) Total capital balance, end of period $ 16,062 $ 16,131 $ 16,367 $ 16,435 State Street Corporation | 111 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table presents a roll-forward of the Basel III advanced approaches RWA for the years ended December 31, 2018 and 2017. The following table presents a roll-forward of the Basel III standardized approach RWA for the years ended December 31, 2018 and 2017. TABLE 41: ADVANCED APPROACHES RWA ROLL- FORWARD TABLE 42: STANDARDIZED APPROACH RWA ROLL- FORWARD (In millions) December 31, 2018 December 31, 2017 Total RWA, beginning of period $ 99,156 $ 99,301 Changes in credit RWA: 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 RWA Net increase (decrease) in market RWA Net increase (decrease) in operational RWA (940) (12) (3,666) (19) 2,914 30 (683) 440 (1,170) (1,129) 1,545 (2,543) (4,262) 183 238 (971) (417) 1,243 99,156 Total RWA, end of period $ 95,315 $ (1) Includes assets not in a definable category, cleared transactions, non- material portfolio, other wholesale, cash and due from, and interest-bearing deposits with banks, equity exposures, and 6% credit risk supervisory charge. As of December 31, 2018, total advanced approaches RWA decreased $3.8 billion compared to December 31, 2017, primarily due to lower credit RWA. The decrease in credit RWA was primarily due to the sale of $26 billion of non-HQLA within the investment securities portfolio in the year ended December 31, 2018 and lower exposure at default on FX contracts, partially offset by increases in all other exposures. (In millions) Total RWA, beginning of period(1) Changes in credit RWA: 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 RWA Net increase (decrease) in market RWA December 31, 2018 December 31, 2017 $ 102,683 $ 99,876 (2,887) 3,104 (3,666) (3,156) 1,729 2,589 (690) 2,058 (46) (1,709) 2,605 (753) (4,046) 3,224 183 (417) Total RWA, end of period $ 98,820 $ 102,683 (1) Standardized approach RWA as of the periods noted above were calculated using our estimates, based on our then current interpretation of the Basel III 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, 2018, total standardized approach RWA decreased $3.9 billion compared to December 31, 2017, primarily due to lower credit RWA. The main drivers of the credit RWA change were the sale of $26 billion of non-HQLA within the investment securities portfolio and decreased repo-style transaction exposures. These decreases were partially offset by higher overdrafts and loans with corporates (both which have a higher prescribed risk weight under the standardized approach), and increases in all other exposures in the year ended December 31, 2018. The regulatory capital ratios as of December 31, 2018, presented in Table 39: 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 reflect calculations and determinations with respect to our capital and related matters as of December 31, 2018, based on our and external data, quantitative formulae, statistical models, historical correlations and assumptions, collectively referred to as “advanced systems,” in effect and used by us for those purposes as of the time we first reported such ratios in a quarterly report on Form 10-Q or an annual report on Form 10- K. Significant components of these advanced systems involve the exercise of judgment by us and our regulators, and our advanced systems may not, individually or collectively, precisely represent or State Street Corporation | 112 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS calculate the scenarios, circumstances, outputs or other results for which they are designed or intended. Our advanced systems are subject to update and periodic revalidation in response to changes in our business activities and our historical experiences, forces and events experienced by the market broadly or by individual financial institutions, changes in regulations and regulatory interpretations and other factors, and are also subject to continuing regulatory review and approval. For example, a significant operational loss experienced by another financial institution, even if we do not experience a related loss, could result in a material change in the output of our advanced systems and a corresponding material change in our risk exposures, our total RWA and our capital ratios compared to prior periods. An operational loss that we experience could also result in a material change in our capital requirements for operational risk under the advanced approaches, depending on the severity of the loss event, its characterization among the seven Basel-defined UOM, and the stability of the distributional approach for a particular UOM, and without direct correlation to the effects of the loss event, or the timing of such effects, on our results of operations. Due to the influence of changes in these advanced systems, whether resulting from changes in data inputs, regulation or regulatory supervision or interpretation, specific to us or market activities or experiences or other updates or factors, we expect that our advanced systems and our capital ratios calculated in conformity with the Basel III final rule will change and may be volatile over time, and that those latter changes or volatility could be material as calculated and measured from period to period. The full effects of the Basel III final rule on us and State Street Bank are therefore subject to further evaluation and also to further regulatory guidance, action or rule-making. Regulatory Developments In April 2018, the FRB issued a proposed rule which would replace the current 2% supplementary leverage ratio buffer for G-SIBs, with a buffer equal to 50% of their G-SIB buffer. This proposal would also make conforming modifications to our TLAC and eligible LTD requirements applicable to G-SIBs. In addition, the FRB has issued a separate proposed rule replacing the current 2.5% capital conservation buffer with a firm specific buffer (referred to as the Stress Capital Buffer or SCB), updated annually and tailored to reflect the results of the most recent Federal Reserve’s CCAR supervisory severely adverse scenario stress test. The proposal also introduces a Stress Leverage Buffer (SLB) applicable to the tier 1 leverage ratio. Under the proposal, both the SCB and SLB would become effective October 1, 2019. Changes to the final rules, if and when proposed, may be material and the application of the proposed rule involves estimates which cannot reasonably be made at present. Consequently, we have not estimated the impact of the proposed rule. The EGRRCPA, which was signed into law by the U.S. President in May 2018, includes modifications to the SLR requirements as applied to custody banks. Specifically, the modifications would allow certain central bank deposits to be excluded from the SLR denominator, or total leverage exposure. In addition, the Act may impact our TLAC and LTD requirements as the definition of the supplementary leverage ratio has been modified for custodial banks. Our estimates as to our LTD needs at December 31, 2018, to satisfy TLAC and LTD requirements, are subject to updates based on the changing landscape and additional regulatory guidance and interpretation. regulatory Supplementary Leverage Ratio In 2014, U.S. banking regulators issued final rules implementing an SLR, for certain bank holding companies, like us, and their insured depository institution subsidiaries, like State Street Bank, which we refer to as the SLR final rule. 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) we maintain an SLR of at least 5% to avoid limitations on capital distributions and discretionary bonus payments. In addition to the SLR, we are subject to a minimum tier 1 leverage ratio of 4%, which differs from the SLR primarily in that the denominator of the tier 1 leverage ratio is only a quarterly average of on-balance sheet assets and does not include any off-balance sheet exposures. TABLE 43: TIER 1 AND SUPPLEMENTARY LEVERAGE RATIOS (In millions) State Street: Tier 1 capital Average assets Less: adjustments for deductions from tier 1 capital Adjusted average assets Off-balance sheet exposures Total assets for SLR Tier 1 leverage ratio(1) Supplementary leverage ratio State Street Bank: Tier 1 capital Average assets Less: adjustments for deductions from tier 1 capital Adjusted average assets Off-balance sheet exposures Total assets for SLR Tier 1 leverage ratio (1) Supplementary leverage ratio $ $ $ $ December 31, 2018 15,270 221,350 (9,426) 211,924 29,279 241,203 7.2% 6.3 16,941 218,402 (8,989) 209,413 29,368 238,781 8.1% 7.1 (1) Tier 1 leverage ratio as of December 31, 2018 were calculated in conformity with the Basel III final rule. State Street Corporation | 113 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Capital Actions Preferred Stock In September 2018, we issued 500,000 depositary shares, each representing 1/100th ownership interest in a share of our fixed-to-floating rate non-cumulative perpetual preferred stock, Series H, without par value per share, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share), in a public offering. The aggregate proceeds, net of underwriting discounts, commissions and other issuance costs, were approximately $500 million, and were used to fund a portion of our acquisition of Charles River Development on October 1, 2018. Dividends on the Series H Preferred stock are paid semi-annually and commenced on December 15, 2018, with the first dividend paid on a pro-rata basis. The following table summarizes selected terms of each of the series of the preferred stock issued and outstanding as of December 31, 2018: TABLE 44: PREFERRED STOCK ISSUED AND OUTSTANDING Issuance Date Preferred Stock(2): 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) Series C August 2012 20,000,000 1/4,000th $ 100,000 $ 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 Series G April 2016 20,000,000 1/4,000th Series H September 2018 500,000 1/100th 100,000 100,000 100,000 100,000 100,000 25 25 25 1,000 25 1,000 $ 488 September 15, 2017 742 March 15, 2024 728 December 15, 2019 742 September 15, 2020 493 March 15, 2026 494 December 15, 2023 (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 indicated: TABLE 45: PREFERRED STOCK DIVIDENDS Dividends Declared per Share $ 5,250 $ 5,900 6,000 5,250 5,352 1,219 2018 Dividends Declared per Depositary Share Years Ended December 31, Total (In millions) Dividends Declared per Share 2017 Dividends Declared per Depositary Share Total (In millions) 1.32 1.48 1.52 52.50 1.32 12.18 $ $ $ 5,250 $ 5,900 6,000 5,250 5,352 — 26 44 45 40 27 6 188 1.32 1.48 1.52 52.50 1.32 — $ $ 26 44 45 40 27 — 182 Preferred Stock: Series C Series D Series E Series F Series G Series H Total In January 2019, we declared dividends on our Series C, D, E, F and G preferred stock of approximately $1,313, $1,475, $1,500, $2,625 and $1,338, respectively, per share, or approximately $0.33, $0.37, $0.38, $26.25 and $0.33, respectively, per depositary share. These dividends total approximately $6 million, $11 million, $11 million, $20 million and $7 million on our Series C, D, E, F and G preferred stock, respectively, which will be paid in March 2019. State Street Corporation | 114 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Common Stock In July 2018, we completed a public offering of approximately 13.24 million shares of our common stock. The offering price was $86.93 per share and net proceeds totaled approximately $1.15 billion, and were used to fund a portion of our acquisition of Charles River Development on October 1, 2018. In June 2017, our Board approved a common stock purchase program authorizing the purchase of up to $1.4 billion of our common stock through June 30, 2018 (the 2017 Program). In June 2018, the Federal Reserve issued a conditional non-objection to our capital plan submitted as part of the 2018 CCAR submission; and in connection with such capital plan our Board approved a common stock purchase program authorizing the purchase of up to $1.2 billion of our common stock through June 30, 2019 (the 2018 Program). In connection with our acquisition of Charles River Development, we did not repurchase any common stock during either the second quarter of 2018 under the 2017 Program or the third and fourth quarters of 2018 under the 2018 Program. We have resumed our common stock purchase program in the first quarter of 2019 and may repurchase up to $600 million through June 30, 2019 under the 2018 Program. The table below presents the activity under our common stock purchase program during the period indicated: TABLE 46: SHARES REPURCHASED Year Ended December 31, 2018(1) Shares Acquired (In millions) Average Cost per Share Total Acquired (In millions) 2017 Program 3.3 $ 105.31 $ 350 (1) During the year ended December 31, 2018, there were no shares repurchased under the 2018 Program. The table below presents the dividends declared on common stock for the periods indicated: TABLE 47: COMMON STOCK DIVIDENDS Years Ended December 31, 2018 2017 Dividends Declared per Share 1.78 $ Total (In millions) $ 665 Dividends Declared per Share 1.60 $ Total (In millions) $ 596 Common Stock Federal and state banking regulations place certain restrictions on dividends paid by subsidiary banks to the parent holding company. In addition, banking regulators have the authority to prohibit bank holding companies from paying dividends. For information concerning limitations on dividends from our subsidiary banks, refer to "Related Stockholder Matters" included under Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, and to Note 15 to the consolidated financial statements in this Form 10- K. Our common stock and preferred stock dividends, including the declaration, timing and amount thereof, are subject to consideration and approval by the Board at the relevant times. Stock purchases may be made using various types of mechanisms, including open market purchases, accelerated share repurchases or transactions off market and may be made under Rule 10b5-1 trading programs. The timing of stock purchases, types of transactions and number of shares purchased will depend on several factors, including, market conditions and our capital positions, financial performance and investment opportunities. The common stock purchase program does not have specific price targets and may be suspended at any time. OFF-BALANCE SHEET ARRANGEMENTS On behalf of clients enrolled in our securities lending program, we lend securities to banks, broker/ dealers and other institutions. In most circumstances, we indemnify our clients for the fair market value of those securities against a failure of the borrower to return such securities. Though these transactions are collateralized, the substantial volume of these activities necessitates detailed credit-based underwriting and monitoring processes. The aggregate amount of indemnified securities on loan totaled $342.34 billion as of December 31, 2018, compared to $381.82 billion as of December 31, 2017. 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 $357.89 billion and $400.83 billion as collateral for indemnified securities on loan as of December 31, 2018 and December 31, 2017, respectively. The cash collateral held by us as agent is invested on behalf of our clients. In certain cases, the cash repurchase in collateral agreements, for which we indemnify the client against third-party invested is State Street Corporation | 115 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS the principal invested. We require loss of 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 $357.89 billion and $400.83 billion, referenced above, $42.61 billion and $61.27 billion was invested in indemnified repurchase agreements as of December 31, 2018 and December 31, 2017, respectively. We or our agents held $45.06 billion and $65.27 billion as collateral for indemnified investments in repurchase agreements as of December 31, 2018 and December 31, 2017, respectively. Additional information about our securities finance activities and other off-balance sheet arrangements is provided in Notes 10, 12 and 14 to the consolidated financial statements in this Form 10-K. SIGNIFICANT ACCOUNTING ESTIMATES Our consolidated financial statements are prepared in conformity with U.S. GAAP, and we apply accounting policies that affect the determination of amounts financial statements. Additional information on our significant accounting policies, including references to applicable footnotes, is provided in Note 1 to the consolidated financial statements in this Form 10-K. the consolidated reported in 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. fair recurring associated with Based on the sensitivity of reported financial statement amounts to the underlying estimates and assumptions, the more significant accounting policies applied by us have been identified by management as those value measurements, 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, these estimates and assumptions underlying 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- estimates. accounting significant mentioned Management has discussed these significant accounting estimates with the E&A Committee of the Board. Fair Value Measurements We carry certain of our financial assets and liabilities at fair value in our consolidated financial statements on a recurring basis, including trading account assets and liabilities, AFS debt securities, certain equity securities and various types of derivative financial instruments. Changes in the fair value of these financial assets and liabilities are recorded either as components of our consolidated statement of income or as components of other comprehensive income within shareholders' equity in our consolidated statement of condition. In addition to those financial assets and liabilities that we carry at fair value in our consolidated financial statements on a recurring basis, we estimate the fair values of other financial assets and liabilities that we carry at amortized cost in our consolidated statement of condition, and we disclose these fair value estimates in the notes to our consolidated financial statements. We estimate the fair values of these financial assets and liabilities using the definition of fair value described below. Additional information with respect to the assets and liabilities carried by us at fair value on a recurring basis is provided in Note 2 to the consolidated financial statements in this Form 10-K. U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants on the measurement date. When we measure fair value for our financial assets and liabilities, we consider the principal or the most advantageous market in which we would transact; we also consider assumptions that market participants would use when pricing the asset or liability. When possible, we look to active and observable markets to measure the fair value of identical, or similar, financial assets and liabilities. When identical financial assets and liabilities are not traded in active markets, we look to market-observable data for similar assets and liabilities. In some instances, certain assets and liabilities are not actively traded in observable markets; as a result, we use alternate valuation techniques to measure their fair value. We categorize the financial assets and liabilities that we carry at fair value in our consolidated statement of condition on a recurring basis based on U.S. GAAP's prescribed three-level valuation hierarchy. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to valuation methods using significant unobservable inputs (level 3). State Street Corporation | 116 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS With respect instruments, we to derivative evaluated the fair value impact of the credit risk of our counterparties. We considered such factors as the market-based probability of default by our counterparties, and our current and expected potential future net exposures by remaining maturities, in determining the appropriate measurements of fair value. Goodwill and Other Intangible Assets Goodwill represents the excess of the cost of an acquisition over the fair value of the net tangible and other intangible assets acquired at the acquisition date. Other intangible assets represent purchased long-lived intangible assets, primarily client relationships, core deposit intangible assets and technology that can be distinguished from goodwill because of contractual rights or because the asset can be exchanged on its own or in combination with a related contract, asset or liability. Other intangible assets are initially measured at their acquisition date fair value, the determination of which requires management judgment. Goodwill is not amortized, while other intangible assets are amortized over their estimated useful lives. Management reviews goodwill for impairment annually or more frequently if circumstances arise or events occur that indicate an impairment of the carrying amount may exist. We begin our review by first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Events that may indicate impairment include: significant or adverse changes in the business, economic or political climate; an adverse action or assessment by a regulator; unanticipated competition; and a more-likely-than-not expectation that we will sell or otherwise dispose of a business to which the goodwill or other intangible assets relate. If we conclude from the qualitative assessment of goodwill impairment that it is more likely than not that a reporting unit’s fair value is greater than its carrying amount, quantitative tests are not required. However, if we determine it is more likely than not that a reporting unit’s fair value is less than its carrying amount, then we complete a quantitative assessment to determine if there is goodwill impairment. During 2018, we assessed goodwill for impairment using a qualitative assessment. Based on our evaluation of the qualitative factors noted above, we determined that it was more likely than not that the fair value of each of the reporting units exceeded its respective carrying amount. Other intangible assets are supported by the future cash flows that are directly associated with and expected to arise as a direct result of the use of the intangible asset, less any costs associated with the intangible asset’s eventual disposition. We evaluate other intangible assets for impairment at the lowest level the estimated for which there are identifiable cash flows that are largely independent of the cash flows from other groups of assets using the following process. First, we routinely assess whether impairment indicators are present. When impairment indicators are identified as being future net present, we compare undiscounted cash flows of the intangible asset with its carrying value. If the future net undiscounted cash flows are greater than the carrying value, then there is no intangible asset's net impairment, but undiscounted cash flows are less than its carrying value, we are required to calculate impairment. An impairment is recognized by writing the intangible asset down to its fair value. We evaluate intangible assets for indicators of impairment on a quarterly basis. There were no impairments taken on other intangible assets in 2018. the if Additional information about goodwill and other intangible assets, including information by line of business, is provided in Note 5 to the consolidated financial statements in this Form 10-K. Contingencies Information on significant estimates and judgments related with establishing litigation reserves is discussed in Note 13 of the consolidated financial statements in this Form 10-K. RECENT ACCOUNTING DEVELOPMENTS Information with respect to recent accounting developments is provided in Note 1 to the consolidated financial statements in this Form 10-K. State Street Corporation | 117 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information provided under “Market Risk Management” in our Management's Discussion and Analysis in this Form 10- K, is incorporated by reference herein. "Financial Condition" in 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 under "Related Stockholder Matters" in Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, and under "Capital" in “Financial Condition” in our Management’s Discussion and Analysis in this Form 10-K. State Street Corporation | 118 Report of Ernst & Young LLP, Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of State Street Corporation Opinion on the Financial Statements We have audited the accompanying consolidated statements of condition of State Street Corporation (the "Corporation") as of December 31, 2018 and 2017, 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, 2018, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Corporation’s internal control over financial reporting as of December 31, 2018, 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 21, 2019 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on the Corporation’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Corporation's auditor since 1972. Boston, Massachusetts February 21, 2019 /s/ Ernst & Young LLP State Street Corporation | 119 STATE STREET CORPORATION CONSOLIDATED STATEMENT OF INCOME (Dollars in millions, except per share amounts) Years Ended December 31, 2018 2017 2016 Fee revenue: Servicing fees Management fees Foreign exchange trading services Securities finance Processing fees and other Total fee revenue Net interest income: Interest income Interest expense Net interest income Gains (losses) related to investment securities, net: Gains (losses) from sales of available-for-sale securities, net 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 Amortization of other intangible assets Other Total expenses Income before income tax expense (benefit) Income tax expense (benefit) Net income from non-controlling interest 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 $ 5,421 $ 5,365 $ 1,851 1,201 543 289 9,305 3,662 991 2,671 9 (3) — 6 1,616 1,071 606 247 8,905 2,908 604 2,304 (39) — — (39) 5,073 1,292 1,099 562 90 8,116 2,512 428 2,084 10 (2) (1) 7 11,982 11,170 10,207 15 2 10 4,780 1,324 938 500 24 226 1,176 8,968 2,999 400 — 2,599 2,410 6.48 6.40 $ $ $ 4,394 1,167 838 461 266 214 929 8,269 2,899 722 — 2,177 1,993 5.32 5.24 $ $ $ 4,353 1,105 800 440 209 207 963 8,077 2,120 (22) 1 2,143 1,968 5.03 4.97 $ $ $ 371,983 376,476 374,793 380,213 391,485 396,090 $ 1.78 $ 1.60 $ 1.44 The accompanying notes are an integral part of these consolidated financial statements. State Street Corporation | 120  STATE STREET CORPORATION CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (In millions) Net income Years Ended December 31, 2018 2017 2016 $ 2,599 $ 2,177 $ 2,143 Other comprehensive income (loss), net of related taxes: Foreign currency translation, net of related taxes of ($8), $21 and ($11), respectively Net unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment and net of related taxes of ($134), $272 and ($119), respectively Net unrealized gains (losses) on available-for-sale securities designated in fair value hedges, net of related taxes of $9, $16 and $16, respectively Other-than-temporary impairment on held-to-maturity securities related to factors other than credit, net of related taxes of $2, $3 and $5, respectively Net unrealized gains (losses) on cash flow hedges, net of related taxes of ($17), ($181) and ($42), respectively Net unrealized gains (losses) on retirement plans, net of related taxes of $8, $8 and $1, respectively Other comprehensive income (loss) Total comprehensive income (67) (302) 24 4 (33) 27 (347) 900 367 22 3 (285) 24 1,031 (372) (181) 23 7 (64) (11) (598) $ 2,252 $ 3,208 $ 1,545 The accompanying notes are an integral part of these consolidated financial statements. State Street Corporation | 121 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 $41,351 and $40,255) Loans and leases (less allowance for losses of $67 and $54) Premises and equipment (net of accumulated depreciation of $4,152 and $3,881) Accrued interest and fees receivable Goodwill Other intangible assets Other assets Total assets Liabilities: Deposits: Non-interest-bearing Interest-bearing - U.S. Interest-bearing - non-U.S. Total deposits Securities sold under repurchase agreements 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 Series G, 5,000 shares issued and outstanding Series H, 5,000 shares issued and outstanding Common stock, $1 par, 750,000,000 shares authorized: 503,879,642 and 503,879,642 shares issued, and 379,946,724 and 367,649,858 shares outstanding Surplus Retained earnings Accumulated other comprehensive income (loss) Treasury stock, at cost (123,932,918 and 136,229,784 shares) Total shareholders’ equity Total liabilities and shareholders' equity December 31, 2018 2017 $ 3,597 $ 73,040 4,679 860 45,148 41,914 25,722 2,214 3,203 7,446 2,369 34,434 $ $ 244,626 $ 44,804 $ 66,235 69,321 180,360 1,082 3,092 24,209 11,093 2,107 67,227 3,241 1,093 57,121 40,458 23,240 2,186 3,099 6,022 1,613 31,018 238,425 47,175 50,139 87,582 184,896 2,842 1,144 15,606 11,620 219,836 216,108 491 742 728 742 493 494 504 10,061 20,606 (1,356) (8,715) 24,790 $ 244,626 $ 491 742 728 742 493 — 504 9,799 18,856 (1,009) (9,029) 22,317 238,425 The accompanying notes are an integral part of these consolidated financial statements. State Street Corporation | 122 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, 2015 $ 2,703 503,880 $ 504 $ 9,746 $ 16,049 $ (1,442) 104,228 $ (6,457) $ 21,103 493 Net income Other comprehensive income (loss) Preferred stock issued Cash dividends declared: Common stock - $1.44 per share Preferred stock Common stock acquired Common stock awards and options vested, including income tax benefit of $13 Other 2,143 (559) (173) (1) 36 (598) 2,143 (598) 493 (559) (173) 21,098 (1,365) (1,365) (3,369) (16) 139 1 175 — Balance as of December 31, 2016 $ 3,196 503,880 $ 504 $ 9,782 $ 17,459 $ (2,040) 121,941 $ (7,682) $ 21,219 Net income Other comprehensive income Cash dividends declared: Common stock - $1.60 per share Preferred stock Common stock acquired Common stock awards vested Other 1,031 2,177 (596) (182) (2) 16 1 2,177 1,031 (596) (182) 16,788 (1,450) (1,450) (2,503) 4 104 (1) 120 (2) Balance as of December 31, 2017 $ 3,196 503,880 $ 504 $ 9,799 $ 18,856 $ (1,009) 136,230 $ (9,029) $ 22,317 494 Net income Other comprehensive income (loss) Preferred stock issued Common stock issued Cash dividends declared: Common stock - $1.78 per share Preferred stock Common stock acquired Common stock awards vested Other 2,599 (347) 2,599 (347) 494 586 (13,244) 564 1,150 (665) (188) 4 44 (368) 3,324 (2,389) 12 (350) 101 (1) (665) (188) (350) 145 (365) Balance as of December 31, 2018 $ 3,690 503,880 $ 504 $ 10,061 $ 20,606 $ (1,356) 123,933 $ (8,715) $ 24,790 The accompanying notes are an integral part of these consolidated financial statements. State Street Corporation | 123 STATE STREET CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS Years Ended December 31, 2018 2017 2016 $ 2,599 $ 2,177 $ 2,143 (In millions) Operating Activities: Net income Adjustments to reconcile net income to net cash provided by (used in) operating activities: Deferred income tax (benefit) Amortization of other intangible assets Other non-cash adjustments for depreciation, amortization and accretion, net (Gains) losses 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 (gains) losses on foreign exchange derivatives, net Change in other assets, net Change in accrued expenses and other liabilities, net Other, net Net cash provided by operating activities Investing Activities: Net (increase) decrease 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 and leases Business acquisitions, net of cash acquired Purchases of equity investments and other long-term assets Purchases of premises and equipment, net Proceeds from sale of joint venture investment Other, net Net cash (used in) provided by investing activities Financing Activities: Net increase (decrease) in time deposits Net (decrease) increase in all other deposits Net increase (decrease) 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, net of issuance costs Proceeds from issuance of common stock, net of issuance costs Repurchases of common stock Excess tax benefit related to stock-based compensation Repurchases of common stock for employee tax withholding Payments for cash dividends Other, net Net cash (used in) financing activities Net 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 (145) 226 977 (6) 233 26 7,326 (1,836) 260 397 400 10,457 (5,813) (1,438) 26,082 14,645 (31,814) 6,296 (6,539) (2,461) (2,595) (326) (609) — 76 (4,496) 6,673 (11,209) 188 995 (1,461) 495 1,150 (350) — (124) (828) — (4,471) 1,490 2,107 95 214 871 39 (69) (455) 1,819 3,267 (1,341) 9 307 6,933 3,708 (1,285) 12,439 28,878 (34,841) 4,028 (8,772) (3,511) — (233) (637) 172 102 48 (15,306) 13,040 (1,999) 747 (493) — — (358) 207 722 (7) (175) (298) (18) (1,057) 1,772 (1,147) 506 2,290 4,403 1,448 1,401 30,070 (30,162) 7,942 (8,425) (924) (437) (643) (613) — 170 4,230 8,488 (12,952) (268) 1,492 (1,441) 493 — (1,292) (1,365) — (126) (768) 9 (6,188) 793 1,314 13 (122) (723) (28) (6,413) 107 1,207 1,314 $ $ 3,597 $ 2,107 $ $ 981 549 $ 593 345 441 371 The accompanying notes are an integral part of these consolidated financial statements. State Street Corporation | 124 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 Income Note 18. Equity-Based Compensation Note 19. Employee Benefits Note 20. Occupancy Expense and Information Systems and Communications Expense Note 21. Expenses Note 22. Income Taxes Note 23. Earnings Per Common Share Note 24. Line of Business Information Note 25. Revenue From Contracts Note 26. Non- U.S. Activities Note 27. Parent Company Financial Statements 126 130 138 146 149 150 151 151 152 153 158 161 162 164 166 168 170 170 172 172 173 173 176 176 178 180 180 We use acronyms and other defined terms for certain business terms and abbreviations, as defined in the acronyms list and glossary accompanying these consolidated financial statements. State Street Corporation | 125 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies Certain previously reported amounts have been reclassified to conform to current-year presentation. Basis of Presentation company headquartered 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 in Boston, Massachusetts. Unless otherwise indicated or unless the context requires otherwise, all references in these notes to consolidated financial statements to “State Street,” “we,” “us,” “our” or similar references mean State Street Corporation and its subsidiaries on a consolidated basis, including our principal banking subsidiary, State Street Bank. We have two lines of business: Investment Servicing provides a suite of related products and services including: custody; product and participant level accounting; daily pricing and administration; master trust and master custody; depotbank services (a fund oversight role created by regulation); record-keeping; cash management; foreign exchange, brokerage and other trading services; securities finance; our enhanced custody product, which integrates principal securities lending and custody; deposit and short-term investment facilities; loans and lease financing; investment manager and alternative operations investment manager outsourcing; performance, risk and compliance analytics; and financial data management to support institutional investors. New products and services resulting from our acquisition of Charles River Development on October 1, 2018 include: portfolio modeling and construction, trade order management, risk and compliance and wealth investment management solutions. Investment Management, through State Street Global Advisors, provides a broad range of investment management strategies and products for our clients. Our investment management strategies and products span the risk/reward spectrum, including core and enhanced indexing, multi-asset strategies, active quantitative and fundamental active capabilities and alternative investment strategies. Our AUM is currently primarily weighted to indexed strategies. In addition, we provide a breadth of services and solutions, including investing, environmental, social and governance defined benefit and defined contribution and OCIO. State Street Global Advisors is also a provider of ETFs, including 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. We consolidate subsidiaries in which we exercise control. Investments in unconsolidated subsidiaries, recorded in other assets, generally are accounted for under the equity method of accounting if we have the ability to exercise significant influence over the operations of the investee. For investments accounted for under the equity method, our share of income or loss is recorded in processing fees and other revenue in our consolidated statement of income. Investments not meeting the criteria for equity-method treatment are measured at fair value through earnings, except for investments where a fair market value is not readily available, which are accounted for under the cost method of accounting. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in the application of certain of our significant accounting policies that may materially affect the reported amounts of assets, liabilities, equity, revenue and expenses. As a result of unanticipated events or circumstances, actual results could differ from those estimates. Foreign Currency Translation The assets and liabilities of our operations with functional currencies other than the U.S. dollar are translated at month-end exchange rates, and revenue and expenses are translated at rates that approximate average monthly exchange rates. Gains or losses from the translation of the net assets of subsidiaries with functional currencies other than the U.S. dollar, net of related taxes, are recorded in AOCI, a component of shareholders’ equity. Cash and Cash Equivalents For purposes of the consolidated statement of cash flows, cash and cash equivalents are defined as cash and due from banks. Interest-Bearing Deposits with Banks Interest-bearing deposits with banks generally consist of highly investments liquid, short-term 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 State Street Corporation | 126 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS banks, allowing borrowers the right of collateral substitution and/or short-notice termination. We revalue these securities daily to determine if additional collateral is necessary from the borrower to protect us against credit exposure. We can use these securities as collateral for repurchase agreements. 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 the same counterparty or clearing house and maturity date are recorded on a net basis. repurchase agreements with Fee and Net Interest Income The majority of 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 the consideration specified in contracts with our customers, and excludes taxes collected from customers subsequently remitted to governmental authorities. We recognize revenue as the services are performed or at a point in time depending on the nature of the services provided. Payments made to third party service providers are generally recognized on a gross basis when we control those services and are deemed to be the principal. Additional information about revenue from contracts with customers is provided in Note 25. Interest income on interest-earning assets and interest expense on interest-bearing liabilities are recorded in our consolidated statement of income as components of NII, and are generally based on the effective yield of the related financial asset or liability. Other Significant Policies The following table identifies our other significant accounting policies and the note and page where a detailed description of each policy can be found: Fair Value Investment Securities Loans and Leases Goodwill and Other Intangible Assets Derivative Financial Instruments Offsetting Arrangements Contingencies Variable Interest Entities Regulatory Capital Equity-Based Compensation Income Taxes Earnings Per Common Share Revenue from Contracts with Customers Note Note Note Note Note Note Note Note Note Note Note Note Note 2 3 4 5 10 11 13 14 16 18 22 23 25 Page Page Page Page Page Page Page Page Page Page Page Page Page 130 138 146 149 153 158 162 164 168 170 173 176 178 Acquisitions and Dispositions On October 1, 2018, we acquired a 100% interest in Charles River Development, a provider of investment management front office tools and solutions, for an all cash purchase price of approximately $2.6 billion. We accounted for this acquisition as a business combination and, in accordance with ASC Topic 805, Business Combinations, we have recorded assets acquired and liabilities assumed at their respective fair values as of the acquisition date. A significant portion of the purchase price is allocated to goodwill and identifiable intangible assets. Goodwill of $1.5 billion, of which approximately $1.4 billion is expected to be deductible for tax purposes, is attributable to revenue and cost synergies expected to arise from enhanced platform services and efficiencies, revenue growth from future product and service offerings and new customers, together with certain intangible assets that do not qualify for separate recognition. Identifiable intangible assets of $1.0 billion arising from the acquisition are primarily related to technology and client relationships which are amortized on a straight line basis over a period of 10 and 18 years, respectively. We determined the estimated fair value of identifiable intangible assets acquired by applying the income approach. Additional information about goodwill and other intangible assets, including information by line of business is provided in Note 5. The purchase price accounting reflected in the accompanying financial statements is provisional and is based upon estimates and assumptions that are subject to change within the measurement period (up to one year from the acquisition date pursuant to ASC 805). The measurement period remains open pending the completion of valuation procedures related to the acquired assets and assumed liabilities, primarily the identifiable intangible assets. Our consolidated financial statements include the operating results for the acquired business from the date of acquisition, October 1, 2018. Charles River Development contributed approximately $121 million and $57 million in total revenue and total expenses, respectively, for the year ended December 31, 2018. Pro forma results of operations for this acquisition have not been presented because the effects would not have been material to our consolidated revenues or net income. State Street Corporation | 127 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recent Accounting Developments Relevant standards that were recently issued but not yet adopted as of December 31, 2018: Standard Description ASU 2016-02, Leases (Topic 842) and relevant amendments The standard represents a wholesale change to lease accounting and requires all leases, other than short-term leases, to be reported on balance sheet through recognition of a right-of-use asset and a corresponding liability for future lease obligations. The standard also requires extensive disclosures flows associated with leases, as well as a maturity analysis of lease liabilities. for assets, expenses, and cash 2016-13, ASU Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2017-04, ASU Intangibles- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ASU 2017-08, Receivables - Nonrefundable Fees and Other 310-20): Costs on Premium Purchased Debt Securities amortization Callable (Subtopic ASU 2018-02, Income Statement - Reporting Comprehensive Income 220): (Topic Reclassification of Certain Tax Effects from Accumulated Other Income Comprehensive incurred replaces the existing The standard loss impairment guidance and requires immediate recognition of expected credit losses for financial assets carried at amortized cost, including trade and other receivables, loans and commitments, held-to-maturity debt securities and other financial assets, held at the reporting date to be measured based on historical experience, current conditions and reasonable supportable forecasts. The standard also amends existing impairment guidance for available-for-sale securities, and credit losses will be recorded as an allowance versus a write-down of the amortized cost basis of the security and will allow for a reversal of impairment loss when the credit of the issuer improves. The guidance requires a cumulative effect of initial application to be recognized in retained earnings at the date of initial application. The standard simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The ASU requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying value exceeds the fair value of the reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The standard shortens the amortization period for certain purchased callable debt securities to the earliest call date. The standard does not impact debt securities which are held at a discount. The guidance requires a cumulative effect of initial application to be recognized in retained earnings at the beginning of the period of adoption. This standard provides an election to reclassify the stranded tax effects resulting from the enactment of the Tax Cuts and Jobs Act of 2017, from accumulated other earnings. comprehensive retained income to Date of Adoption Effects on the financial statements or other significant matters January 1, 2019 We have adopted the new standard as of January 1, 2019. Upon adoption of the standard, we recognized the required right-of-use assets of approximately $0.9 billion and lease liabilities of approximately $1.1 billion. This increase largely relates to the present value of future minimum lease payments due under existing operating leases of office space. No material changes are expected to the recognition of lease expenses in Income. We the Consolidated Statement of adopted the standard by applying the transition method whereby comparative periods will not be restated, and no material adjustment to retained earnings was required. For adoption we elected the standard’s package of three practical expedients, and (1) have not reassessed whether any expired or existing contracts are or contain leases, (2) have not reassessed the lease classification for any expired or existing leases, and (3) have not reassessed initial direct costs for any existing leases. In addition, we made an accounting policy election not to apply the recognition requirements to short-term leases, and have elected the practical expedient to not separate lease and nonlease components. January 1, 2020, early adoption permitted We are continuing to assess the impact of the standard on our consolidated financial statements. We have established a steering committee to provide cross-functional governance over the project plan and key decisions, and are continuing to develop key accounting policies, assess existing credit loss models and processes against the new guidance and address data requirements and sources to ensure that the expected credit losses are calculated in accordance with the standard. We continue to develop and test new and modified credit loss models and based on our analysis to date, we expect the recognition of credit losses to accelerate under the new standard. We are continuing to assess the extent of the impact on the allowance for credit losses which will be impacted by our portfolio and the macroeconomic factors on the date of adoption. We plan to adopt the new guidance on January 1, 2020. January 1, 2020, early adoption permitted We are evaluating the impacts of early adoption, and will apply this standard prospectively upon adoption. January 1, 2019 We have adopted the new standard as of January 1, 2019. No material adjustment to retained earnings was required. January 1, 2019 We have adopted the new standard as of January 1, 2019. Upon adoption of the standard we reclassified approximately $84 million of stranded tax effects from accumulated other comprehensive income to retained earnings. State Street Corporation | 128 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Relevant standards that were recently issued but not yet adopted as of December 31, 2018 (continued): Standard Description 2018-13, Fair Value ASU Measurement 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (Topic The standard eliminates, amends and adds disclosure requirements for fair value measurements. 2018-15, ASU Intangibles- Goodwill and Other-Internal-Use 350-40): Software (Subtopic Customer’s for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) Accounting This standard addresses accounting for fees paid by a customer for implementation, set-up and other upfront costs incurred in a cloud computing arrangement that is hosted by the vendor, i.e., a service contract. The new capitalization of guidance aligns implementation costs with guidance on internal-use software. treatment for Date of Adoption January 1, 2020, early adoption permitted, including partial early adoption. Provisions that eliminate or amend disclosures can be early adopted without early adopting the new disclosure requirements. January 1, 2020, early adoption permitted Effects on the financial statements or other significant matters We have elected to early adopt the provisions of the new standard that eliminate or amend disclosures as of December 31, 2018 and our disclosures were modified accordingly. The provisions of the new standard that add disclosures will be adopted upon the effective date of the standard. We are currently evaluating the impact of the new standard and the early adoption provisions. Relevant standards that were adopted during the year ended December 31, 2018: from We adopted ASU 2014-09, Revenue Contracts with Customers (Topic 606), effective January 1, 2018. The standard provides companies with a single model for recognizing revenue from contracts with customers. The core principle requires a company to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to in exchange for those goods or services. We used the modified retrospective method of transition, which requires the impact of applying the standard on prior periods to be reflected in opening retained earnings upon adoption. The adoption of the standard does not have a material impact on the timing of recognition of revenue in our consolidated statement of income, or our consolidated statement of condition, and therefore no adjustment has been made to retained earnings. However, due to the updated principal and agent guidance in the standard, certain costs we pay to third parties on behalf of our clients previously reported in our consolidated statement of income on a net basis, primarily against the related management fee revenue and foreign exchange trading services revenue, are now reported on a gross basis in expenses. revenue guidance. The For the year ended December 31, 2018, both revenues and expenses increased by approximately $272 million, primarily due to the updated principal and agent impact was approximately $190 million in management fees, $58 million in foreign exchange trading services and $24 million across other revenue lines, and the expense impact was approximately $183 million in other expenses, $59 million in transaction processing and $30 million across other expense line items. Adoption of the standard had no impact on cash from or used in operating, financing, or investing activities in our consolidated statements of cash flows. Improvements to better portray We adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted to Accounting for Hedging Activities, effective October 1, 2018. The standard amends the hedge accounting model the economics of risk management activities in the financial statements and enhances the presentation of hedge results. The amendments also make targeted changes to simplify in certain the application of hedge accounting situations. The guidance permits a one-time reclassification of debt securities eligible to be hedged under the "last-of-layer" method from HTM to AFS upon adoption. In the fourth quarter of 2018, we elected to make a one-time transfer of qualifying securities with a total book value of approximately $1.2 billion. We have applied certain aspects of the updated standard to existing hedges as permitted by the ASU, however, the adoption did not have a material impact on our financial statements. (Subtopic 825-10): Recognition We adopted ASU 2016-01, Financial Instruments- and Overall Measurement of Financial Assets and Financial Liabilities, effective January 1, 2018. Under the new standard, all equity securities will be measured at fair through earnings with certain exceptions, value including investments accounted for under the equity method of accounting or where the fair market value of an equity security is not readily available. Upon adoption of the standard on January 1, 2018, we reclassified approximately $397 million of money market funds and $46 million of equity securities classified as AFS to held at fair value through profit and loss in other assets. The cumulative-effect transition adjustment recognized in retained earnings on January 1, 2018, and the change in fair value recognized through profit and loss for the period ended December 31, 2018, were immaterial to the financial statements. State Street Corporation | 129 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 2. Fair Value Fair Value Measurements We carry trading account assets and liabilities, AFS debt securities, certain equity securities and various types of derivative financial instruments, at fair value in our consolidated statement of condition on a recurring basis. Changes in the fair values of these financial assets and liabilities are recorded either as components of our consolidated statement of income or as components of AOCI within shareholders' equity in our consolidated statement of condition. We measure fair value for the above-described financial assets and liabilities in conformity with U.S. GAAP that governs the measurement of the fair value of financial instruments. Management believes that its 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. Our level 1 financial assets also include actively traded exchange- traded equity securities. Level 2. Financial assets and liabilities with values based on quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 2 inputs include the following: • Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in non-active markets; • Pricing models whose inputs are observable for substantially the full term of the asset or liability; and • Pricing models whose inputs are derived principally from, or corroborated by, observable market information through correlation or other means for substantially the full term of the asset or liability. Our level 2 financial assets and liabilities primarily include non-U.S. debt securities carried in trading account assets and various types of fixed-income AFS investment securities, as well as various types of foreign exchange and interest rate derivative instruments. Fair value for our AFS investment securities 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 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. compares 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. We consider factors such as the likelihood of default by 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, 2018 and 2017. 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 may be 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, State Street Corporation | 130 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS typically non-binding broker/dealer quotes, or through the use of internally-developed pricing models. Management has evaluated its methodologies used to measure fair value, and has considered the level of observable market information to be insufficient to categorize the securities in level 2. • The fair value of certain foreign exchange contracts, primarily options, is measured using an option-pricing model. Because of a limited number of observable transactions, certain model inputs are not observable, such as implied volatility surface, but are derived from observable market information. 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 less observable. The following tables present information with respect to our financial assets and liabilities carried at fair value in our consolidated statement of condition on a recurring basis as of the dates indicated. State Street Corporation | 131 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fair Value Measurements on a Recurring Basis As of December 31, 2018 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 $ 34 $ — $ (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 Total U.S. Treasury and federal agencies Asset-backed securities: Student loans Credit cards Collateralized loan obligations Total asset-backed securities Non-U.S. debt securities: Mortgage-backed securities Asset-backed securities Government securities Other(2) Total non-U.S. debt securities State and political subdivisions Collateralized mortgage obligations Other U.S. debt securities 146 — 180 1,039 — 1,039 — — — — — — — — — — — — 179 501 680 — 15,968 15,968 541 583 — 1,124 1,682 943 12,793 6,544 21,962 1,918 195 1,658 42,825 16,382 — 16,382 395 $ — — — — — — — — — 593 593 — 631 — 58 689 — 2 — 1,284 4 — 4 — $ (11,210) — (11,210) — 34 325 501 860 1,039 15,968 17,007 541 583 593 1,717 1,682 1,574 12,793 6,602 22,651 1,918 197 1,658 45,148 5,176 13 5,189 395 51,592 4,958 71 214 5,243 5,243 Total AFS investment securities 1,039 Other assets: Derivative instruments: Foreign exchange contracts Interest rate contracts Total derivative instruments Other — 13 13 — Total assets carried at fair value $ 1,232 $ 60,282 $ 1,288 $ (11,210) $ 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 $ — $ 16,518 71 214 16,803 16,803 $ 4 — — 4 4 (11,564) — — (11,564) $ (11,564) $ (1) Represents counterparty netting against level 2 financial assets and liabilities where a legally enforceable master netting agreement exists between us and the counterparty. Netting also reflects asset and liability reductions of $987 million and $1,341 million, respectively, for cash collateral received from and provided to derivative counterparties. (2) As of December 31, 2018, the fair value of other non-U.S. debt securities included $1,295 million of covered bonds and $1,331 million of corporate bonds. State Street Corporation | 132 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fair Value Measurements on a Recurring Basis As of December 31, 2017 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 Total U.S. Treasury and federal agencies Asset-backed securities: Student loans Credit cards Collateralized loan obligations Total asset-backed securities Non-U.S. debt securities: Mortgage-backed securities Asset-backed securities Government securities Other(2) Total non-U.S. debt securities State and political subdivisions Collateralized mortgage obligations Other U.S. debt securities U.S. equity securities U.S. money-market mutual funds Total AFS investment securities 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: Trading account liabilities: Other Derivative instruments: Foreign exchange contracts Interest rate contracts Other derivative contracts Total derivative instruments Total liabilities carried at fair value $ $ $ $ $ — — — — — — — — — 1,358 1,358 119 402 — 204 725 43 — — — — 2,126 $ 39 389 44 472 — $ 93 528 621 212 10,872 11,084 3,358 1,542 89 4,989 6,576 2,545 10,721 5,904 25,746 9,108 1,054 2,560 46 397 54,984 11 — 11 — — — — — — — — — — — — — — 11 — 8 1 9 492 $ 11,596 — — 11,596 67,201 $ 1 — — 1 $ (7,593) — — (7,593) 2,127 $ (7,593) $ 39 $ — $ — $ — $ — — 1 1 40 $ 11,467 100 283 11,850 11,850 $ 1 — — 1 1 (5,970) — — (5,970) $ (5,970) $ 39 482 572 1,093 223 10,872 11,095 3,358 1,542 1,447 6,347 6,695 2,947 10,721 6,108 26,471 9,151 1,054 2,560 46 397 57,121 4,004 8 1 4,013 62,227 39 5,498 100 284 5,882 5,921 (1) Represents counterparty netting against level 2 financial assets and liabilities where a legally enforceable master netting agreement exists between us and the counterparty. Netting also reflects asset and liability reductions of $2,045 million and $422 million, respectively, for cash collateral received from and provided to derivative counterparties. (2) As of December 31, 2017, the fair value of other non-U.S. debt securities was primarily composed of $3,537 million of covered bonds and $1,885 million of corporate bonds. State Street Corporation | 133 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables present activity related to our level 3 financial assets during the years ended December 31, 2018 and 2017, respectively. Transfers into and out of level 3 are reported as of the beginning of the period presented. During the years ended December 31, 2018 and 2017, transfers into level 3 were mainly related to certain CMO, MBS and ABS, including non-U.S. debt securities, for which fair value was measured using information obtained from third- party sources, including non-binding broker/dealer quotes. During the years ended December 31, 2018 and 2017, transfers out of level 3 were mainly related to certain CMO, MBS and ABS, including non-U.S. debt securities, for which fair value was measured using prices for which observable market information became available. Fair Value Measurements Using Significant Unobservable Inputs Year Ended December 31, 2018 Total Realized and Unrealized Gains (Losses) Fair Value as of December 31, 2017 Recorded in Revenue(1) Recorded in Other Comprehensive Income(1) Purchases Sales Settlements Transfers into Level 3 Transfers out of Level 3 Fair Value as of December 31, 2018(1) Change in Unrealized Gains (Losses) Related to Financial Instruments Held as of December 31, 2018 Total asset-backed securities 1,358 $ 1,358 $ (In millions) Assets: AFS Investment securities: Asset-backed securities: Collateralized loan obligations 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 Total AFS investment securities Derivative instruments: Foreign exchange contracts Total derivative instruments Total assets carried at fair value 4 4 — — — — — — 4 (3) (3) $ $ (7) (7) — (4) — (4) — — 351 351 — 495 13 508 — — $ (636) $ (268) $ — $ (209) $ (636) (268) — (209) — (310) (59) (369) (37) — — (66) (36) (102) (1) (6) — 114 — 114 — 8 (119) — (64) (183) (5) — 593 593 — 631 58 689 — 2 (11) 859 (1,042) (377) 122 (397) 1,284 — — 6 6 — — — — — — — — $ 4 4 119 402 204 725 43 — 2,126 1 1 $ 2,127 $ 1 $ (11) $ 865 $ (1,042) $ (377) $ 122 $ (397) $ 1,288 $ (3) (3) (3) (1) Total realized and unrealized gains (losses) on AFS investment securities are included within gains (losses) related to investment securities, net. Total realized and unrealized gains (losses) on derivative instruments are included within foreign exchange trading services. State Street Corporation | 134 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fair Value Measurements Using Significant Unobservable Inputs Year Ended December 31, 2017 Total Realized and Unrealized Gains (Losses) Fair Value as of December 31, 2016 Recorded in Revenue(1) Recorded in Other Comprehensive Income(1) Purchases Sales Settlements Transfers into Level 3 Transfers out of Level 3 Fair Value as of December 31, 2017(1) Change in Unrealized Gains (Losses) Related to Financial Instruments Held as of December 31, 2017 (In millions) Assets: AFS Investment securities: U.S. Treasury and federal agencies: Mortgage-backed securities $ — $ — $ — $ — $ — $ — $ 25 $ (25) $ 200 1,035 1,235 119 370 5 494 — 24 19 — (240) (240) — (10) (81) (91) — — (19) — (620) (620) 2 (11) 31 22 (3) — — — 275 275 — 67 — 67 5 — — (298) — (298) — (47) — (47) — (39) — — — 1,358 1,358 119 402 204 725 43 — — 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 AFS investment securities Other assets: Derivative instruments: Foreign exchange contracts Total derivative instruments Total assets carried at fair value 97 905 1,002 — 32 248 280 39 16 — 1,337 8 8 — 3 3 — 1 — 1 — — — 4 (7) (7) 1 — 1 (2) — 1 (1) 2 (1) — 1 — — 1,772 (350) (601) 372 (409) 2,126 4 4 — — (4) (4) — — — — $ 1 1 (3) (3) (3) $ 1,345 $ (3) $ 1 $ 1,776 $ (350) $ (605) $ 372 $ (409) $ 2,127 $ (1) Total realized and unrealized gains (losses) on AFS investment securities are included within gains (losses) related to investment securities, net. Total realized and unrealized gains (losses) on derivative instruments are included within foreign exchange trading services. 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/dealer quotes are not included in the table, as the specific inputs applied are not provided by the broker/dealer. (Dollars in millions) Significant unobservable inputs readily available to State Street: Assets: Derivative Instruments, foreign exchange contracts Total Liabilities: Derivative instruments, foreign exchange contracts Total Quantitative Information about Level 3 Fair Value Measurements Fair Value Weighted-Average As of December 31, 2018 As of December 31, 2017 Valuation Technique Significant Unobservable Input(1) As of December 31, 2018 As of December 31, 2017 $ $ $ $ 4 4 4 4 $ $ $ $ 1 Option model Volatility 11.4% 7.2% 1 1 Option model Volatility 11.4% 7.2% 1 (1) Significant changes in these unobservable inputs may result in significant changes in fair value measurement of the derivative instrument. State Street Corporation | 135 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Financial Instruments Not Carried at Fair Value relevant market 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 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; and • For financial instruments for which no quoted market prices are available, fair value is estimated using information obtained from independent third parties, or by discounting the expected cash flows using an estimated current market interest rate for the financial instrument. The generally short duration of certain of our assets and liabilities results in a significant number of financial instruments for which fair value equals or closely approximates the amount recorded in our consolidated statement of condition. These financial instruments are reported in the following captions in our consolidated statement of condition: cash and due from banks; interest-bearing deposits with banks; securities purchased under resale agreements; accrued interest and fees receivable; deposits; securities sold under repurchase agreements; and other short-term borrowings. In addition, due to the relatively short duration of certain of our loans, we consider fair value for these loans to approximate their reported value. The fair value of other types of loans, such as senior secured bank loans, purchased loans, commercial real estate receivables and municipal loans is estimated using information obtained from independent third parties or by discounting expected future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings for the same remaining maturities. Commitments to lend have no reported value because their terms are at prevailing market rates. State Street Corporation | 136 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables present the reported amounts and estimated fair values of the financial assets and liabilities not carried at fair value on a recurring basis, as they would be categorized within the fair value hierarchy, as of the dates indicated. (In millions) December 31, 2018 Financial Assets: Cash and due from banks Interest-bearing deposits with banks Securities purchased under resale agreements Investment securities held-to-maturity Net loans (excluding leases)(1) Other(2) Financial Liabilities: Deposits: Non-interest-bearing Interest-bearing - U.S. Interest-bearing - non-U.S. Securities sold under repurchase agreements Other short-term borrowings Long-term debt Other(2) Fair Value Hierarchy Reported Amount Estimated Fair Value Quoted Market Prices in Active Markets (Level 1) Pricing Methods with Significant Observable Market Inputs (Level 2) Pricing Methods with Significant Unobservable Market Inputs (Level 3) $ 3,597 $ 3,597 $ 3,597 $ — $ 73,040 4,679 41,914 25,722 8,500 73,040 4,679 41,351 25,561 8,500 — — 14,541 — — 73,040 4,679 26,688 24,648 8,500 $ 44,804 $ 44,804 $ — $ 44,804 $ 66,235 69,321 1,082 3,092 11,093 8,500 66,235 69,321 1,082 3,092 11,048 8,500 — — — — — — 66,235 69,321 1,082 3,092 10,865 8,500 — — — 122 913 — — — — — — 183 — (1) Includes $10 million of loans classified as held-for-sale that were measured at fair value on a non-recurring basis as of December 31, 2018. (2) Represents a portion of underlying client assets related to our enhanced custody business, which clients have allowed us to transfer and re-pledge. (In millions) December 31, 2017 Financial Assets: Fair Value Hierarchy Reported Amount Estimated Fair Value Quoted Market Prices in Active Markets (Level 1) Pricing Methods with Significant Observable Market Inputs (Level 2) Pricing Methods with Significant Unobservable Market Inputs (Level 3) Cash and due from banks $ 2,107 $ 2,107 $ 2,107 $ — $ Interest-bearing deposits with banks Securities purchased under resale agreements Investment securities held-to-maturity Net loans (excluding leases)(1) 67,227 3,241 40,458 22,577 67,227 3,241 40,255 22,482 — — 16,814 — 67,227 3,241 23,318 22,431 Financial Liabilities: Deposits: Non-interest-bearing Interest-bearing - U.S. Interest-bearing - non-U.S. Securities sold under repurchase agreements Other short-term borrowings Long-term debt $ 47,175 $ 47,175 $ — $ 47,175 $ 50,139 87,582 2,842 1,144 11,620 50,139 87,582 2,842 1,144 11,919 — — — — — 50,139 87,582 2,842 1,144 11,639 — — — 123 51 — — — — — 280 (1) Includes $3 million of loans classified as held-for-sale that were measured at fair value on a non-recurring basis as of December 31, 2017. State Street Corporation | 137 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 3. Investment Securities Investment securities held by us are classified as either trading account assets, AFS, HTM or equity securities held at fair value at the time of purchase and reassessed periodically, based on management’s intent. As described in Note 1, upon adoption of ASU 2016-01 in 2018, we reclassified approximately $397 million of money market funds and $46 million of equity securities to other assets, where they are held at fair value with changes to fair value recorded through our consolidated statement of income. 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 foreign exchange trading services revenue in our consolidated statement of income. AFS securities are carried at fair value, and after-tax net unrealized gains and losses are recorded in AOCI. Gains or losses realized on sales of AFS investment securities are computed using the specific identification method and are recorded in gains (losses) related to investment securities, net, in our consolidated statement of income. HTM investment securities are carried at cost, adjusted for amortization of premiums and accretion of discounts. State Street Corporation | 138 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the amortized cost, fair value and associated unrealized gains and losses of AFS and HTM investment securities as of the dates indicated: (In millions) Available-for-sale: U.S. Treasury and federal agencies: Direct obligations Mortgage-backed securities Total U.S. Treasury and federal agencies Asset-backed securities: Student loans(1) Credit cards Collateralized loan obligations Total asset-backed securities Non-U.S. debt securities: Mortgage-backed securities Asset-backed securities Government securities Other(2) Total non-U.S. debt securities State and political subdivisions(3) Collateralized mortgage obligations Other U.S. debt securities U.S. equity securities(4) U.S. money-market mutual funds(4) Total Held-to-maturity: U.S. Treasury and federal agencies: Direct obligations Mortgage-backed securities Total U.S. Treasury and federal agencies 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 Collateralized mortgage obligations December 31, 2018 Gross Unrealized Gains Losses Amortized Cost Fair Value Amortized Cost December 31, 2017 Gross Unrealized Gains Losses Fair Value $ 1,035 $ 16,112 17,147 538 609 594 1,741 1,687 1,580 12,816 6,600 22,683 1,905 200 1,683 — — 4 37 41 4 — 1 5 — — 22 18 40 20 — 1 — — $ — $ 1,039 $ 222 $ 181 181 15,968 17,007 10,975 11,197 1 26 2 29 5 6 45 16 72 7 3 26 — — 541 583 593 1,717 1,682 1,574 12,793 6,602 22,651 1,918 197 1,658 — — 3,325 1,565 1,440 6,330 6,664 2,942 10,754 6,076 26,436 8,929 1,060 2,563 40 397 2 26 28 37 2 7 46 36 5 16 38 95 245 3 12 8 — $ 1 $ 223 129 130 10,872 11,095 4 25 — 29 5 — 49 6 60 23 9 15 2 — 3,358 1,542 1,447 6,347 6,695 2,947 10,721 6,108 26,471 9,151 1,054 2,560 46 397 $ 45,359 $ 107 $ 318 $ 45,148 $ 56,952 $ 437 $ 268 $ 57,121 $ 14,794 21,647 36,441 3,191 193 1 3,385 638 223 358 46 1,265 823 $ — $ 24 24 35 — — 35 77 — 1 — 78 38 199 518 717 10 — — 10 9 — — — 9 2 $ 14,595 $ 17,028 $ — $ 21,153 35,748 16,651 33,679 3,216 193 1 3,410 706 223 359 46 1,334 859 3,047 798 1 3,846 939 263 474 48 1,724 1,209 22 22 32 2 — 34 82 1 2 — 85 45 143 225 368 $ 16,885 16,448 33,333 9 — — 9 6 — — — 6 6 3,070 800 1 3,871 1,015 264 476 48 1,803 1,248 Total $ 41,914 $ 175 $ 738 $ 41,351 $ 40,458 $ 186 $ 389 $ 40,255 (1) Primarily comprised 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, 2018 and December 31, 2017, the fair value of other non-U.S. debt securities included $1,295 million and $3,537 million, respectively, of covered bonds and $1,331 million and $1,885 million, respectively, of corporate bonds. (3) As of December 31, 2018 and December 31, 2017, the fair value of state and political subdivisions includes securities in trusts of $1,052 million and $1,247 million, respectively. Additional information about these trusts is provided in Note 14. (4) As described in Note 1 to the consolidated financial statements in this Form 10-K, upon adoption of ASU 2016-01 in 2018, we reclassified money-market funds and equity securities classified as AFS to held at fair value through profit and loss in other assets. State Street Corporation | 139 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Aggregate investment securities with carrying values of approximately $39 billion and $48 billion as of December 31, 2018 and December 31, 2017, respectively, were designated as pledged for public and trust deposits, short-term borrowings and for other purposes as provided by law. In 2018, $1.2 billion of HTM securities, primarily consisting of MBS and CMBS, were transferred to AFS at book value and sold at a pre-tax loss of approximately $36 million, due to our election to make a one-time transfer of securities relating to the adoption of ASU 2017-12. Additional information on this new standard is provided in Note 1. In 2018, we sold approximately $26 billion of AFS securities, primarily ABS and municipal bonds, resulting in a net pre-tax gain of approximately $9 million. In 2017, we sold $12.2 billion of AFS securities, primarily agency MBS and U.S. treasury securities in our investment portfolio, to position for the then existing interest rate environment resulting in a pre-tax loss of $39 million. In 2018 and 2017, $2.1 billion and $496 million, respectively, of agency MBS, previously classified as AFS, were transferred to HTM. This transfer reflects our intent to hold these securities until their maturity. These securities were transferred at fair value, which included a net unrealized loss of $53 million and $2.8 million as of December 31, 2018 and 2017, respectively, within accumulated other comprehensive loss which will be accreted into interest income over the remaining life of the transferred security (ranging from approximately 10 to 42 years). The following tables present the aggregate fair values of AFS and HTM investment securities that have been in a continuous unrealized loss position for less than 12 months, and those that have been in a continuous unrealized loss position for 12 months or longer, as of the dates indicated: December 31, 2018 (In millions) Available-for-sale: Less than 12 months 12 months or longer Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses U.S. Treasury and federal agencies: Mortgage-backed securities Total U.S. Treasury and federal agencies $ 5,058 $ 5,058 $ 5,089 $ 5,089 160 160 $ 10,147 $ 10,147 181 181 Asset-backed securities: Student loans Credit cards Collateralized loan obligations 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 Total U.S. Treasury and federal agencies Asset-backed securities: Student loans Total asset-backed securities Non-U.S. debt securities: Mortgage-backed securities Total non-U.S. debt securities Collateralized mortgage obligations Total 21 21 — — 2 2 4 6 45 12 67 3 3 14 106 90 548 744 1,407 1,479 5,478 2,167 10,531 365 181 861 218 493 — 711 118 — — 226 344 244 14 484 1 26 — 27 1 — — 4 5 4 — 12 324 583 548 1,455 1,525 1,479 5,478 2,393 10,875 609 195 1,345 $ $ 17,740 $ 110 $ 6,886 $ 208 $ 24,626 $ 2,192 $ 45 $ 12,403 $ 6,502 8,694 481 481 184 184 102 103 148 10,648 23,051 4 4 2 2 1 536 536 119 119 51 154 415 569 6 6 7 7 1 $ 14,595 $ 17,150 31,745 1,017 1,017 303 303 153 $ 9,461 $ 155 $ 23,757 $ 583 $ 33,218 $ 738 State Street Corporation | 140 1 26 2 29 5 6 45 16 72 7 3 26 318 199 518 717 10 10 9 9 2 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 (In millions) Available-for-sale: U.S. Treasury and federal agencies: Direct obligations Mortgage-backed securities Total U.S. Treasury and federal agencies Asset-backed securities: Student loans Credit cards Total asset-backed securities Non-U.S. debt securities: Mortgage-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 securities Total U.S. Treasury and federal agencies Asset-backed securities: Student loans Total asset-backed securities Non-U.S. debt securities: Mortgage-backed securities Total non-U.S. debt securities Collateralized mortgage obligations Total Less than 12 months 12 months or longer Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses $ — $ — $ 67 $ 1 $ 67 $ 5,161 5,161 — 1,289 1,289 1,059 7,629 816 9,504 734 399 1,007 — 31 31 — 25 25 4 48 4 56 6 5 8 — 3,341 3,408 769 — 769 469 68 289 826 901 136 345 6 98 99 4 — 4 1 1 2 4 17 4 7 2 8,502 8,569 769 1,289 2,058 1,528 7,697 1,105 10,330 1,635 535 1,352 6 1 129 130 4 25 29 5 49 6 60 23 9 15 2 $ 18,094 $ 131 $ 6,391 $ 137 $ 24,485 $ 268 $ 14,439 $ 109 $ 2,447 $ 34 $ 16,886 $ 6,785 21,224 440 440 — — — 38 147 3 3 — — — 5,988 8,435 423 423 239 239 276 187 221 12,773 29,659 6 6 6 6 6 863 863 239 239 276 143 225 368 9 9 6 6 6 $ 21,664 $ 150 $ 9,373 $ 239 $ 31,037 $ 389 State Street Corporation | 141 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents contractual maturities of debt investment securities by carrying amount as of December 31, 2018. The maturities of certain ABS, MBS, and CMOs are based on expected principal payments. Actual maturities may differ from these expected maturities since certain borrowers have the right to prepay obligations with or without prepayment penalties. December 31, 2018 (In millions) Available-for-sale: U.S. Treasury and federal agencies: Direct obligations Mortgage-backed securities Total U.S. Treasury and federal agencies Asset-backed securities: Student loans Credit cards Collateralized loan obligations 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 Total U.S. Treasury and federal agencies 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 Collateralized mortgage obligations Total Under 1 Year 1 to 5 Years 6 to 10 Years Over 10 Years Total $ $ $ 224 101 325 57 199 — 256 139 136 3,439 1,071 4,785 235 2 141 $ 815 802 1,617 $ — $ — $ 1,039 1,884 1,884 13,181 13,181 15,968 17,007 164 294 402 860 769 698 6,409 4,575 12,451 776 — 1,219 250 90 171 511 176 581 2,945 937 4,639 446 — 298 70 — 20 90 598 159 — 19 776 461 195 — 541 583 593 1,717 1,682 1,574 12,793 6,602 22,651 1,918 197 1,658 5,744 $ 16,923 $ 7,778 $ 14,703 $ 45,148 4,002 $ 10,737 $ 12 $ 43 $ 14,794 33 4,035 127 10,864 1,697 1,709 19,790 19,833 21,647 36,441 7 58 — 65 160 96 243 46 545 1 291 135 — 426 42 127 115 — 284 318 267 — — 267 7 — — — 7 15 2,626 — 1 2,627 429 — — — 429 489 3,191 193 1 3,385 638 223 358 46 1,265 823 $ 4,646 $ 11,892 $ 1,998 $ 23,378 $ 41,914 State Street Corporation | 142 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS $ — $ — $ (1) includes: Our review of impaired securities generally The following tables present gross realized gains and losses from sales of AFS investment securities, and the components of net impairment losses included in net gains and losses related to investment securities for the periods indicated. Years Ended December 31, 2018 2017 2016 $ 205 $ 74 $ 15 (196) (113) (3) — (3) — — — (5) (2) (1) (3) $ 6 $ (39) $ 7 (In millions) 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 adverse changes in timing of expected future cash flows Net impairment losses $ (3) $ — $ (3) — (2) (3) 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) Years Ended December 31, 2018 2017 2016 Balance, beginning of period $ 77 $ 79 $ 105 Additions(1): OTTI recognized Deductions(2): 3 — 2 Realized losses on securities sold or matured (2) (2) (28) Balance, end of period $ 78 $ 77 $ 79 (1) Additions represent securities with a first time credit impairment realized or when a subsequent credit impairment has occurred. (2) Deductions represent impairments on securities that have been sold or matured, are required to be sold, or for which management intends to sell. Interest income related to debt securities is recognized in our consolidated statement of income using the effective interest method, or on a basis approximating a level rate of return over the contractual or estimated life of the security. The level rate of return considers any non-refundable fees or costs, as well as purchase premiums or discounts, in amortization or accretion, accordingly. resulting For certain debt securities acquired which are considered to be beneficial interests in securitized financial assets, the excess of our estimate of undiscounted future cash flows from these securities over their initial recorded investment is accreted into interest income on a level-yield basis over the securities’ estimated remaining terms. Subsequent decreases in these securities’ expected future cash flows are either recognized prospectively through an adjustment of the yields on the securities over their remaining terms, or are evaluated for OTTI. Increases in expected future cash flows are recognized prospectively over the securities’ estimated remaining terms through the recalculation of their yields. Impairment reviews of We conduct periodic individual securities to assess whether OTTI exists. Impairment exists when the current fair value of an individual security is below its amortized cost basis. For AFS and HTM debt securities, impairment is recorded in our consolidated statement of income when management intends to sell (or may be required to sell) the securities before they recover in value, or when management expects the present value of cash flows expected to be collected from the securities to be less than the amortized cost of the impaired security (a credit loss). • • • • • • the identification and evaluation of securities that have indications of potential OTTI, such as issuer-specific including deteriorating financial condition or bankruptcy; concerns, the analysis of expected future cash flows of securities, based on quantitative and qualitative factors; the analysis of the collectability of those future cash flows, including information about past events, current conditions, and reasonable and supportable forecasts; the analysis of the underlying collateral for MBS and ABS; the analysis of individual impaired securities, including consideration of the length of time the security has been in an unrealized loss position, the anticipated recovery period, and the magnitude of the overall price decline; evaluation of factors or triggers that could cause individual securities to be deemed OTTI and those that would not support OTTI; and • documentation of the results of these analyses. Factors considered in determining whether impairment is other than temporary include: • • • • • certain macroeconomic drivers; certain industry-specific drivers; the length of time the security has been impaired; the severity of the impairment; the cause of the impairment and the financial condition and near-term prospects of the issuer; State Street Corporation | 143 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • • 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 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. the is 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 2018, 2017 and 2016 and changes in period-end unrealized losses, for major security types as of December 31, 2018. U.S. Agency Securities Our portfolio of U.S. agency direct obligations and MBS receives the implicit or explicit backing of the U.S. government in conjunction with specified financial support of the U.S. Treasury. We recorded no OTTI on these securities in 2018, 2017 or 2016. The overall increase in unrealized losses on these securities as of December 31, 2018 was primarily attributable to interest rate increases in 2018 and to an increase in total U.S. agency securities during 2018. Asset-Backed Securities - Student Loans composed of Asset-backed securities collateralized by student loans are primarily securities collateralized by FFELP loans. FFELP loans benefit from a federal government guarantee of at least 97% of defaulted principal and accrued interest, with additional credit support provided to our securities in the form of over-collateralization, subordination and excess spread, which collectively total in excess of 100%. Accordingly, the vast majority of FFELP loan- backed securities are protected traditional consumer credit risk. We recorded no OTTI on these securities in 2018, 2017 or 2016. from 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 5.0 years as of December 31, 2018. In general, the rating agencies have largely completed their downgrade review of FFELP loan- backed securities due to potential extension of student loan repayments beyond the securities’ legal final maturity dates. At this time, we do not expect a significant number of additional downgrades related to potential legal final maturity breaches. Based on the limited price impact on the overall FFELP loan-backed securities portfolio and recent remedial actions by issuers, including amending loan-backed securities’ maturity dates and exercising cleanup calls, the credit quality of the FFELP loan-backed securities portfolio remains stable and we, as a bondholder, remain protected from principal loss as a result of the aforementioned federal government guarantee and over-collateralization. Downside risks remain should remedial actions fail to address the extension risks. Our total exposure to private student loan-backed securities was less than $4 million as of December 31, 2018. 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 2018, 2017 or 2016. Non-U.S. Mortgage- and Asset-Backed Securities Non-U.S. mortgage- and asset-backed securities are primarily composed of U.K., Australian and Dutch securities collateralized by residential mortgages and German and U.K. securities collateralized by automobile loans and leases. Our assessment of impairment with respect to these securities considers the location of the underlying collateral, collateral enhancement and structural features, expected credit losses under base-case and stressed conditions and the macroeconomic outlook for the country in which the collateral is located, including housing prices and unemployment. Where appropriate, any potential loss after consideration of the above-referenced factors is further evaluated to determine whether any OTTI exists. We recorded OTTI of $3 million, less than $1 million and $2 million in 2018, 2017 and 2016, respectively, on non-U.S. residential MBS, which resulted from adverse changes in the timing of expected future cash flows from the securities. in intervention Our assessment of OTTI of these securities takes the into account government corresponding mortgage markets and assumes a baseline macroeconomic environment for this region, factoring in slower economic growth and continued In addition, we government austerity measures. perform stress testing and sensitivity analysis in order to understand the impact of more severe assumptions on potential OTTI. State Street Corporation | 144 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 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 2018, 2017 or 2016. 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 2018, 2017 or 2016. U.S. Non-Agency Commercial Mortgage-Backed Securities With respect to our portfolio of U.S. non-agency commercial mortgage-backed securities, OTTI is assessed by considering a number of factors, including, but not limited to, the condition of the U.S. economy and the condition of the U.S. commercial real estate market, as well as capitalization rates. Management estimates of future losses for each security also consider the underlying collateral type, property location, vintage, debt-service coverage ratios, expected property income, servicer advances and estimated property values, as well as current levels of subordination. We recorded no OTTI on these securities in 2018 and 2017. In 2016 we recorded $1 million of OTTI on these securities, all associated with expected credit losses. The estimates, assumptions and other risk factors utilized in our assessment of impairment as described above are used by management to identify securities which are subject to further analysis of potential credit losses. Additional analyses are performed using more stressful assumptions to further evaluate the sensitivity of losses relative to the above-described factors. However, since the assumptions are based on the unique characteristics of each security, management uses a range of estimates for prepayment speeds, default, and loss severity forecasts that reflect the collateral profile of the securities within each asset class. In addition, in measuring expected credit losses, the individual characteristics of each security are examined to determine whether any additional factors would increase or mitigate the expected loss. Once losses are determined, the timing of the loss will also affect the ultimate OTTI, since the loss is ultimately subject to a discount commensurate with the purchase yield of the security. After a review of the investment portfolio, taking into consideration current economic conditions, adverse situations that might affect our ability to fully collect principal and interest, the timing of future payments, the credit quality and performance of the collateral underlying MBS and ABS and other relevant factors, management considers the aggregate decline in fair value of the investment securities portfolio and the resulting gross pre-tax unrealized losses of $1,056 million related to 1,129 securities as of December 31, 2018 to be temporary, and not the result of any material changes in the credit characteristics of the securities. State Street Corporation | 145 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4. Loans and Leases initially recorded at 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 fair value based on been management's expectation with respect to future principal and interest collection as of the date of acquisition. Acquired loans are held for investment, and as such their initial fair value is not adjusted subsequent to acquisition. Loans that are classified as held-for-sale are measured at lower of cost or fair value on an individual basis. Interest income related to loans is recognized in our consolidated statement of income using the interest method, or on a basis approximating a level rate of return over the term of the loan. Fees received for providing loan commitments and letters of credit that we anticipate will result in loans typically are deferred and amortized to interest income over the term of the related loan, beginning with the initial borrowing. Fees on commitments and letters of credit are amortized to processing the commitment period when funding is not known or expected. fees and other revenue over As of December 31, 2018, we had no net investment in leveraged lease financing compared to $479 million as of December 31, 2017. The following table presents our recorded investment in loans and leases, by segment, as of the dates indicated: (In millions) Domestic: Commercial and financial: Loans to investment funds Senior secured bank loans Loans to municipalities Other Commercial real estate Lease financing(1) Total domestic Non-U.S.: Commercial and financial: Loans to investment funds Senior secured bank loans Lease financing(1) Total non-U.S. Total loans and leases Allowance for loan and lease losses Loans and leases, net of allowance December 31, 2018 December 31, 2017 $ $ 15,050 3,490 902 37 874 — 20,353 4,505 931 — 5,436 25,789 (67) 25,722 $ $ 13,618 2,923 2,105 50 98 267 19,061 3,213 624 396 4,233 23,294 (54) 23,240 (1) Our leveraged lease portfolio was entirely sold off as of December 31, 2018. We segregate our loans and leases into three segments: commercial and financial loans, commercial real estate loans and lease financing. We further classify commercial and financial loans as loans to investment funds, senior secured bank loans, loans to municipalities, and other. These classifications reflect their risk characteristics, their initial measurement attributes and the methods we use to monitor and assess credit risk. financial segment The commercial and is composed of primarily floating-rate loans to mutual fund clients, purchased senior secured bank loans, and loans to municipalities. Investment fund lending is composed of short-duration revolving credit lines providing liquidity to fund clients in support of their transaction flows associated with securities' settlement activities. Certain loans are pledged as collateral for access to the Federal Reserve's discount window. As of December 31, 2018 and December 31, 2017, the loans pledged as collateral totaled $6.5 billion and $1.9 billion, respectively. State Street Corporation | 146 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables present our recorded investment in each class of loans and leases by credit quality indicator as of the dates indicated: December 31, 2018 (In millions) Investment grade(1) Speculative(2) Substandard(3) Total December 31, 2017 (In millions) Investment grade(1) Speculative(2) Special mention(4) Total Commercial and Financial Commercial Real Estate Lease Financing Total Loans and Leases $ $ $ $ 19,599 $ 5,308 8 24,915 $ 874 — — 874 Commercial and Financial Commercial Real Estate 17,866 $ 4,638 29 22,533 $ 98 — — 98 $ $ $ $ — $ — — — $ 20,473 5,308 8 25,789 Lease Financing Total Loans and Leases 663 $ — — 663 $ 18,627 4,638 29 23,294 (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 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) Substandard loans and leases consist of counterparties with well-defined weaknesses that jeopardize repayment with the possibility we will sustain some loss. (4) Special mention loans 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 source of repayment, the level and nature of contingencies, if any, and the industry and geography in which the borrower operates. These factors are based on an evaluation of historical and current information, and involve subjective assessment and interpretation. Credit counterparties are evaluated and risk-rated on an individual basis at least annually. Management considers the ratings to be current as of December 31, 2018. We review all loans individually for indicators of impairment. Loans where such indicators exist are evaluated individually for impairment at least quarterly. For those loans where no such indicators are identified, the loans are collectively evaluated for impairment. The following table presents our recorded investment in loans and leases, disaggregated based on our impairment methodology, as of the dates indicated: (In millions) Loans and leases: Individually evaluated for impairment(1) Collectively evaluated for impairment Total December 31, 2018 December 31, 2017 Commercial and Financial Commercial Real Estate Lease Financing Total Loans and Leases Commercial and Financial Commercial Real Estate Lease Financing Total Loans and Leases $ $ 8 $ — $ — $ 8 $ — $ — $ — $ — 24,907 24,915 $ 874 874 $ — 25,781 22,533 — $ 25,789 $ 22,533 $ 98 98 $ 663 663 $ 23,294 23,294 (1) As of December 31, 2018, we had one loan for $8 million in the commercial and financial segment that was individually evaluated for impairment and deemed to be impaired. This loan was subsequently paid in full in January 2019. As of December 31, 2017, there were no impaired loans. State Street Corporation | 147 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In certain circumstances, we restructure troubled to borrowers loans by granting concessions 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. There were no loans modified in troubled debt restructurings during the years ended December 31, 2018 and 2017. We generally place loans on non-accrual status once principal or interest payments are 90 days contractually past due, or earlier if management determines that full collection is not probable. Loans 90 days past due, but considered both well-secured and in the process of collection, may be excluded from non- accrual status. When we place a loan on non-accrual status, the accrual of interest is discontinued and previously recorded but unpaid interest is reversed and generally charged against interest income. For loans on non-accrual status, income is recognized on a cash basis after recovery of principal, if and when interest payments are received. Loans may be removed from non-accrual status when repayment is reasonably assured and performance under the terms of the loan has been demonstrated. As of December 31, 2018 and December 31, 2017, we had no loans or leases on non- accrual status and no loans or leases contractually past due. Allowance For Loan And Lease Losses The allowance for loan and lease losses, recorded as a reduction of loans and leases in our consolidated statement of condition, represents management’s estimate of incurred credit losses in our loan and lease portfolio as of the balance sheet date. The allowance is evaluated on a regular basis by management. Factors considered in evaluating the appropriate level of the allowance for each segment of our loan-and-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 and leases are charged off to the allowance for loan and lease losses in the reporting period in which either an event occurs that confirms the existence of a loss on a loan or lease, including a sale of a loan below its carrying value, or a portion of a loan or lease is determined to be uncollectible. In addition, any impaired loan or lease that is determined to be collateral- dependent is reduced to an amount equal to the fair value of the collateral less costs to sell. A loan or lease is identified as collateral-dependent when management determines that it is probable that the underlying collateral will be the sole source of repayment. Recoveries are recorded on a cash basis as adjustments to the allowance. The following table presents activity in the allowance for loan and lease losses for the periods indicated: (In millions) Allowance for loan and lease losses: Years Ended December 31, 2018 2017 2016 Beginning balance Provision for loan and lease losses(1) Charge-offs(1) $ 54 15 (2) $ 53 $ 2 (1) Ending balance $ 67 $ 54 $ 46 10 (3) 53 (1) The provisions and charge-offs for loans and leases were primarily attributable to exposure to senior secured loans to non-investment grade borrowers, purchased in connection with our loans. Loans and leases are reviewed on a regular basis, and any provisions for loan and lease losses that are recorded reflect management's estimate of the amount necessary to maintain the allowance for loan and lease losses at a level considered appropriate to absorb estimated incurred losses in the loan and lease portfolio. Off-Balance Sheet Credit Exposures The reserve for off-balance sheet credit exposures, recorded in accrued expenses and other liabilities in our consolidated statement of condition, represents management’s estimate of probable credit losses primarily in outstanding letters and lines of credit and other credit-enhancement facilities provided to our clients and outstanding as of the balance sheet date. The reserve is evaluated on a regular basis by management. Factors considered in evaluating the appropriate level of this reserve are similar to those considered with respect to the allowance for loan and lease losses. Provisions to maintain the reserve at a level considered by us to be appropriate to absorb estimated incurred credit losses in outstanding facilities are recorded in other expenses in our consolidated statement of income. State Street Corporation | 148 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 5. Goodwill and Other Intangible Assets long-lived 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 intangible assets, primarily client relationships, that can be distinguished from goodwill because of contractual rights or because the asset can be exchanged on its own or in combination with a related contract, asset or liability. Goodwill is not amortized, but is subject to at least annual evaluation for impairment. Other intangible assets, which are also subject to annual evaluation for impairment, are mainly related to client relationships, which are amortized on a straight-line basis over periods ranging from five to twenty years, technology assets, which are amortized on a straight-line basis over periods ranging from three to ten years, and core deposit intangible assets, which are amortized on a straight-line basis over periods ranging from sixteen to twenty-two years, with such in our amortization recorded consolidated statement of income. in other expenses Impairment of goodwill is deemed to exist if the carrying value of a reporting unit, including its allocation of goodwill and other intangible assets, exceeds its estimated fair value. Impairment of other intangible assets is deemed to exist if the balance of the other intangible asset exceeds the cumulative expected net cash inflows related to the asset over its remaining estimated useful life. If these reviews determine that goodwill or other intangible assets are impaired, the value of the goodwill or the other intangible asset is written down through a charge to other expenses in our consolidated statement of income. There were no impairments to goodwill or other intangible assets in 2018. The following table presents changes in the carrying amount of goodwill during the periods indicated: (In millions) Goodwill: Ending balance December 31, 2016 Acquisitions Divestitures and other reductions Foreign currency translation Ending balance December 31, 2017 Acquisitions(1) Foreign currency translation Ending balance December 31, 2018 Investment Servicing(1) Investment Management Total $ 5,550 $ 264 $ 5,814 17 (9) 194 5,752 1,512 (84) — — 6 270 — (4) $ 7,180 $ 266 $ 17 (9) 200 6,022 1,512 (88) 7,446 (1) Investment Servicing includes our acquisition of Charles River Development on October 1, 2018, which is described in Note 1. The following table presents changes in the net carrying amount of other intangible assets during the periods indicated: (In millions) Other intangible assets: Ending balance December 31, 2016 Acquisitions Divestitures Amortization Foreign currency translation Ending balance December 31, 2017 Acquisitions(1) Amortization Foreign currency translation Ending balance December 31, 2018 Investment Servicing(1) Investment Management Total $ 1,539 $ 211 $ 1,750 16 (11) (183) 71 1,432 1,007 (196) (25) — — (31) 1 181 — (30) — $ 2,218 $ 151 $ 16 (11) (214) 72 1,613 1,007 (226) (25) 2,369 (1) Investment Servicing includes our acquisition of Charles River Development on October 1, 2018, which is described in Note 1. State Street Corporation | 149 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the gross carrying amount, accumulated amortization and net carrying amount of other intangible assets by type as of the dates indicated: (In millions) Other intangible assets: Client relationships Technology Core deposits Other Total December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount $ 3,262 $ (1,605) $ 1,657 $ 2,669 $ (1,470) $ 1,199 389 676 103 (49) (350) (57) 340 326 46 47 686 95 (40) (320) (54) 7 366 41 $ 4,430 $ (2,061) $ 2,369 $ 3,497 $ (1,884) $ 1,613 Amortization expense related to other intangible assets was $226 million, $214 million and $207 million in 2018, 2017 and 2016, respectively. Expected future amortization expense for other intangible assets recorded as of December 31, 2018 is as follows: (In millions) Years Ended December 31, 2019 2020 2021 2022 2023 Future Amortization $ 245 243 236 233 232 Note 6. Other Assets The following table presents the components of other assets as of the dates indicated: (In millions) Securities borrowed(1) Derivative instruments, net Bank-owned life insurance Investments in joint ventures and other unconsolidated entities(2) Collateral, net Receivable for securities settlement Prepaid expenses Accounts receivable Income taxes receivable Deferred tax assets, net of valuation allowance(3) Deposits with clearing organizations Other Total December 31, 2018 2017 $ 19,575 $ 19,404 5,189 3,323 2,912 1,354 531 493 343 129 113 58 414 4,013 3,242 2,259 473 188 364 348 97 113 120 397 $ 34,434 $ 31,018 (1) Refer to Note 11, for further information on the impact of collateral on our financial statement presentation of securities borrowing and securities lending transactions. (2) Includes certain equity securities held at fair value through profit and loss that were transferred from AFS as part of our adoption of ASU 2016-01. Refer to Note 1, for further information on this new accounting standard. (3) Deferred tax assets and liabilities recorded in our consolidated statement of condition are netted within the same tax jurisdiction. State Street Corporation | 150 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 7. Deposits As of December 31, 2018, we had $46.40 billion of time deposits outstanding, of which $4.52 billion were wholesale CDs, $41.57 billion were derived from client deposits (payable on demand to such clients) and held in a time deposit established by us as the agent and $314 million were non-U.S. and all of which are scheduled to mature in 2019. As of December 31, 2017, we had $39.73 billion of time deposits outstanding, of which $4.75 billion were wholesale CDs, $34.73 billion were derived from client deposits (payable on demand to such clients) and held in a time deposit established by us as the agent and $252 million were non-U.S. As of December 31, 2018 and 2017, all U.S. and non- U.S. time deposits were in amounts of $100,000 or more. Demand deposit overdrafts of $5.44 billion and $3.24 billion were included as loan balances at December 31, 2018 and 2017, respectively. Note 8. Short-Term Borrowings Our short-term borrowings include securities sold under repurchase agreements, short-term borrowings associated with our tax-exempt investment program (more fully described in Note 14), and other short-term borrowings. Collectively, short-term borrowings had weighted-average interest rates of 0.88% and 0.25% in 2018 and 2017, respectively. The following table presents information with respect to the amounts outstanding and weighted-average interest rates of the primary components of our short-term borrowings as of and for the years ended December 31: 2018 2017 2016 2018 2017 2016 2018 2017 2016 (Dollars in millions) Securities Sold Under Repurchase Agreements Tax-Exempt Investment Program Other Balance as of December 31 $ 1,082 $ 2,842 $ 4,400 $ 931 $ 1,078 $ 1,158 $ 2,000 $ — $ 3,441 2,048 4,302 3,683 5,572 4,113 1,078 1,023 1,158 1,127 1,726 1,512 2,000 nm — 1 1.38 % .03 % .04 % 1.74% 1.45% .67% 2.68% .00% .00% .62 .05 .02 1.46 .79 .36 nm .00 .17 — 29 31 Maximum outstanding as of any month-end Average outstanding during the year Weighted-average interest rate as of year-end Weighted-average interest rate during the year nm Not meaningful 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 $1.10 billion underlying the repurchase agreements remained in our investment securities portfolio as of December 31, 2018. 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, 2018. (In millions) U.S. Government Securities Sold Amortized Cost Fair Value Repurchase Agreements(1) Amortized Cost Overnight maturity $ 1,127 $ 1,100 $ 1,082 (1) Collateralized by investment securities. We maintain an agreement with a clearing organization that enables us to net all securities purchased under resale agreements and sold under repurchase agreements with counterparties that are also members of the clearing organization. As a result of this netting, the average balances of securities purchased under resale agreements and securities sold under repurchase agreements were reduced by $35.74 billion in 2018 compared to $31.15 billion in 2017. State Street Bank currently maintains a line of credit of CAD 1.40 billion, or approximately $1.03 billion, as of December 31, 2018, 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, 2018 and 2017, there was no balance outstanding on this line of credit. State Street Corporation | 151 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 9. Long-Term Debt (Dollars in millions) Issuance Date Maturity Date Coupon Rate Seniority Parent Company And Non-Banking Subsidiary Issuances August 18, 2015 August 18, 2015 August 18, 2025 August 18, 2020 November 19, 2013 November 20, 2023 December 15, 2014 May 15, 2013 December 16, 2024 May 15, 2023(2) 3.55% 2.55% 3.7% 3.3% 3.1% Senior notes Senior notes Senior notes Senior notes Subordinated notes Interest Due Dates 2/18; 8/18(1) 2/18; 8/18 5/20; 11/20(1) 6/16; 12/16(1) 5/15; 11/15(1) April 30, 2007 June 15, 2047 Floating-rate Junior subordinated debentures 3/15; 6/15; 9/15; 12/15 May 15, 2017 March 7, 2011 May 19, 2016 May 19, 2016 May 15, 2023 March 7, 2021 May 19, 2021 May 19, 2026 December 3, 2018 December 3, 2029 December 3, 2018 December 3, 2024 2.653% 4.375% 1.95% 2.65% 4.141% 3.776% Fixed-to-floating rate senior notes Senior notes Senior notes Senior notes Fixed-to-floating rate senior notes Fixed-to-floating rate senior notes August 18, 2015 August 18, 2020 Floating-rate Senior notes 5/15; 11/15(1) 3/7; 9/7(1) 5/19; 11/19(1) 5/19; 11/19(1) 6/3; 12/3(1) 6/3; 12/3(1) 2/18; 5/18; 8/18; 11/18 2/15; 5/15; 8/15; 11/15 Floating-rate Junior subordinated debentures 7.35% Senior notes 6/15; 12/15 4.956% 1.35% Junior subordinated debentures Senior notes 3/15; 9/15 5/15; 11/15 May 15, 2028 June 15, 2026(3) March 15, 2018 May 15, 2018 May 15, 1998 June 21, 1996 February 11, 2011 May 15, 2013 Parent Company Long-term capital leases State Street Bank issuances As of December 31, 2018 2017 $ 1,268 $ 1,177 1,006 1,287 1,184 1,021 979 972 794 734 731 725 698 513 507 499 150 150 — — 190 — 993 981 793 740 734 724 706 — — 499 150 150 502 499 250 407 September 24, 2003 October 15, 2018(2) 5.25% Subordinated notes 4/15; 10/15 Total long-term debt $ 11,093 $ 11,620 (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, 2018 and 2017, the carrying value of long-term debt associated with these fair value hedges decreased $157 million and $87 million, respectively. Refer to Note 10 for additional information about fair value hedges. (2) The subordinated notes qualify for inclusion in tier 2 regulatory capital under current federal regulatory capital guidelines. (3) We may not redeem notes prior to their maturity. Parent Company As of December 31, 2018 and 2017, long-term capital leases included $190 million and $244 million, respectively, related to our One Lincoln Street headquarters building and related underground parking garage. Refer to Note 20 for additional information. State Street Corporation | 152 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 10. Derivative Financial Instruments We use derivative financial instruments to support our clients' needs and to manage our interest rate and currency risks. These financial instruments consist of foreign exchange contracts such as forwards, futures and options contracts; interest rate contracts such as interest rate swaps (cross currency and single currency) and futures; and other derivative contracts. Derivatives instruments used for risk management purposes that are highly effective in offsetting the risk being hedged are generally designated as hedging instruments in hedge accounting relationships while others are economic hedges and not designated in hedge in hedge relationships. Derivatives accounting accounting relationships are disclosed according to the type of hedge, such as, fair value, cash flow, or net investment. Derivatives designated as hedging instruments in hedge accounting relationships are carried at fair value with change in fair value recognized in the consolidated statement of income or OCI, as appropriate. Derivatives not designated in hedge accounting relationships include those derivatives entered into to support client needs and derivatives used to manage interest rate or foreign currency risk associated with certain assets and liabilities. Such derivatives are carried at fair value with changes in fair value recognized in the consolidated statement of income. Derivatives Not Designated Instruments as Hedging instruments, We provide foreign exchange forward contracts and options in support of our 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 foreign exchange forward contracts, foreign exchange and interest rate options, interest rate forward contracts, and interest rate futures. The entire change in the fair value of our non- hedging derivatives utilized in our trading activities are recorded in foreign exchange trading services revenue, and the entire change in fair value of our non-hedging derivatives asset-and-liability management activities are recorded in net interest income. including utilized our in The fair value of these derivatives is referenced to the value of units in State Street-sponsored investment funds or funds sponsored by other unrelated entities. We re-measure these derivatives to fair value quarterly, and record the change in value in compensation and employee benefits expenses in our consolidated statement of income. Derivatives Designated as Hedging Instruments We adopted ASU 2017-12, in the fourth quarter of 2018, which better aligns hedge accounting with the economics of our risk management activities. Additional information on this new standard is provided in Note 1. In connection with our asset-and-liability management activities, we use derivative financial instruments to manage our interest rate risk and foreign currency risk for certain assets and liabilities. 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. liability or includes the asset or The risk management objective of a highly effective hedging strategy that qualifies for hedge accounting must be formally documented. The hedge the derivative hedging documentation instrument, forecasted transaction, type of risk being hedged and method for the derivative assessing hedge effectiveness of prospectively and retrospectively. We use quantitative methods including regression analysis and cumulative dollar offset method, comparing the change in the fair value of the derivative to the change in fair value or the cash flows of the hedged item. We may also utilize qualitative methods such as matching critical terms and evaluation of any changes in those critical terms. Effectiveness is assessed and documented quarterly and if determined that the derivative is not highly effective at hedging the designated risk hedge accounting is discontinued. We enter into stable value wrap derivative contracts with unaffiliated stable value funds that allow a stable value fund to provide book value coverage to its participants. These derivatives contracts qualify as guarantees as described in Note 12. We grant deferred cash awards to certain of our employees as part of our employee incentive compensation plans. We account for these awards as derivative financial instruments, as the underlying referenced shares are not equity instruments of ours. State Street Corporation | 153 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fair Value Hedges Net Investment Hedges Derivatives designated as fair value hedges are utilized to mitigate the risk of changes in the fair values of recognized assets and liabilities, including long-term debt, AFS securities, and foreign currency investment securities. 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 the derivative and changes in fair value of the hedged item due to changes in the hedged risk are recognized in earnings in the same line item. As of January 1, 2018, we prospectively changed the presentation of both hedging instruments and hedged items designated as fair value hedges of interest rate risk from processing fees and other revenue to net interest income. If a hedge is terminated, all remaining adjustments to the carrying amount of the hedged item shall be amortized over a period that is consistent with the amortization of other discounts or premiums associated with the hedged item. Cash Flow Hedges liabilities or Derivatives designated as cash flow hedges are utilized to offset the variability of cash flows of recognized assets or forecasted transactions. We have entered into foreign exchange contracts to hedge the change in cash flows attributable to foreign exchange movements in foreign currency denominated investment securities. Additionally, we have entered into interest rate swap agreements to hedge the forecasted cash flows associated with LIBOR-indexed floating-rate loans. The interest rate swaps synthetically convert the loan interest receipts from a variable-rate to a fixed-rate, thereby mitigating the risk attributable to changes in the LIBOR benchmark rate. Changes in fair value of the derivatives designated as cash flow hedges are initially recorded in AOCI and then reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings and are presented in the same income statement line item as the earnings effect of the hedged item. If the hedge relationship is terminated, the change in fair value on the derivative recorded in AOCI is reclassified into earnings consistent with the timing of the hedged item. For hedge relationships that are discontinued because a forecasted transaction is not expected to occur according to the original hedge terms, any related derivative values recorded in AOCI are immediately recognized in earnings. As of December 31, 2018, the maximum maturity date of the underlying loans is approximately 4.9 years. Derivatives categorized as net investment hedges are entered into to protect the net investment in our foreign operations against adverse changes in exchange rates. We use foreign exchange forward contracts to convert the foreign currency risk to U.S. dollars to mitigate our exposure to fluctuations in foreign exchange rates. The changes in fair value of the foreign exchange forward contracts are recorded, net of taxes, in the foreign currency translation component of OCI. 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, 2018 2017 (In millions) Derivatives not designated as hedging instruments: Interest rate contracts: Futures $ 2,348 $ 2,392 Foreign exchange contracts: Forward, swap and spot 2,238,819 1,679,976 Options purchased Options written Futures Commodity and equity contracts: Commodity(1) Equity(1) Other: Stable value contracts(2) Deferred value awards(3) Derivatives designated as hedging instruments: Interest rate contracts: Swap agreements Foreign exchange contracts: 578 576 49 — — 350 302 50 16 50 26,634 434 26,653 473 10,596 11,047 Forward and swap 3,412 28,913 (1) Primarily composed of positions held by a consolidated sponsored investment fund. (2) The notional value of the stable value contracts generally represents our maximum exposure. However, exposure to various stable value contracts is contractually limited to substantially lower amounts than the notional values, which represent the total assets of the stable value funds. (3) Represents grants of deferred value awards to employees; refer to discussion in this note under "Derivatives Not Designated as Hedging Instruments." Notional amounts are provided here as an indication of the volume of our derivative activity and serve as a reference to calculate the fair values of the derivative. State Street Corporation | 154 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables present the fair value of derivative financial instruments, excluding the impact of master netting agreements, recorded in our consolidated statement of condition as of the dates indicated. The impact of master netting agreements is provided in Note 11. (In millions) Derivatives not designated as hedging instruments: Foreign exchange contracts Other derivative contracts Total Derivatives designated as hedging instruments: Foreign exchange contracts Interest rate contracts Total $ $ $ $ December 31, December 31, 2018 2017 2018 2017 Derivative Assets(1) Fair Value Derivative Liabilities(2) Fair Value 16,369 — 16,369 17 13 30 $ $ $ $ 11,477 1 11,478 120 8 128 $ $ $ $ 16,434 214 16,648 88 71 159 $ $ $ $ 11,361 284 11,645 107 100 207 (1) Derivative assets are included within other assets in our consolidated statement of condition. (2) Derivative liabilities are included within other liabilities in our consolidated statement of condition. The following tables present the impact of our use of derivative financial instruments on our consolidated statement of income for the periods indicated: (In millions) Location of Gain (Loss) on Derivative in Consolidated Statement of Income Amount of Gain (Loss) on Derivative Recognized in Consolidated Statement of Income Years Ended December 31, 2018 2017 2016 Derivatives not designated as hedging instruments: Foreign exchange contracts Foreign exchange contracts Foreign exchange trading services revenue Interest expense(1) Foreign exchange contracts Processing fees and other revenue Interest rate contracts Interest rate contracts Foreign exchange trading services revenue Processing fees and other revenue(1) Credit derivative contracts Foreign exchange trading services revenue Other derivative contracts Foreign exchange trading services revenue Other derivative contracts Compensation and employee benefits Total $ $ 632 $ 662 723 $ (41) — (6) (1) — 5 — (23) 8 — — — (171) 509 $ (143) 474 $ — — (7) 1 (1) (2) (448) 205 (1) 2018 includes approximately $15 million of swap costs related to the first quarter of 2018 that were reclassified from Processing fees and other revenues to NII. State Street Corporation | 155 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table shows the carrying amount and associated cumulative basis adjustments related to the application of hedge accounting that is included in the carrying amount of hedged assets and liabilities in fair value hedging relationships: December 31, 2018 Hedged Items Currently Designated Hedged Items No Longer Designated(1) (In millions) Long-term debt Available-for-sale securities Total December 31, 2017 (In millions) Long-term debt Available-for-sale securities Total Carrying Amount of Assets (Liabilities)(2) Cumulative Hedge Accounting Basis Adjustments Carrying Amount of Assets (Liabilities) Cumulative Hedge Accounting Basis Adjustments 8,270 $ 1,496 9,766 $ (137) $ 72 (65) $ 1,197 $ 50 1,247 $ (20) 1 (19) Hedged Items Currently Designated Hedged Items No Longer Designated(1) Carrying Amount of Assets (Liabilities)(2) Cumulative Hedge Accounting Basis Adjustments Carrying Amount of Assets (Liabilities) Cumulative Hedge Accounting Basis Adjustments 8,465 $ 1,926 10,391 $ (95) $ 106 11 $ 1,400 $ 894 2,294 $ 8 1 9 $ $ $ $ (1) Represents hedged items no longer designated in qualifying fair value hedging relationships for which an associated basis adjustment exists at the balance sheet date. (2) Does not include the carrying amount of hedged items when only foreign currency risk is the designated hedged risk. The carrying amount excluded for investment securities was $458 million and $763 million for December 31, 2018 and 2017, respectively. The carrying amount of assets (liabilities) excludes deposits of zero and $13.2 billion for December 31, 2018 and 2017, respectively. As of December 31, 2018 and 2017, the total notional amount of the interest rate swaps of fair value hedges was $9.3 billion and $9.7 billion, respectively. 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 (In millions) Derivatives designated as fair value hedges: Years Ended December 31, 2018 2017 2016 Amount of Gain (Loss) on Derivative Recognized in Consolidated Statement of Income Years Ended December 31, 2018 2017 2016 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 Foreign exchange contracts Processing fees and other revenue $ (74) $ 18 $ (6) Investment securities Foreign exchange contracts Processing fees and other revenue (328) 626 221 FX deposit Processing fees and other revenue Processing fees and other revenue $ 74 $ (18) $ 6 328 (626) (221) Interest rate contracts(1) Interest rate contracts(1) Interest rate contracts(1) Interest rate contracts(1) Total Available-for-sale securities(2) — Net interest income (32) Net interest income Net interest income Processing fees and other revenue Processing fees and other revenue 31 (58) — — — — 39 — Long-term debt Net interest income Available-for-sale securities(2) Processing fees and other revenue 43 (38) (98) Long-term debt Processing fees and other revenue — — — — (37) (40) 39 100 49 — — $ (429) $ 645 $ 160 $ 419 $ (642) $ (155) (1) As of January 1, 2018, we prospectively changed the presentation of gains (losses) on hedging instruments and hedge items designated as fair value hedges of interest rate risk, and any resulting hedge ineffectiveness, from processing fees and other revenue to NII. (2) In 2018, 2017 and 2016, $24 million, $22 million and $23 million, respectively, of net unrealized gains on AFS investment securities designated in fair value hedges were recognized in OCI. State Street Corporation | 156 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2018 2017 2016 Years Ended December 31, 2018 2017 2016 Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (In millions) Derivatives designated as cash flow hedges: Interest rate contracts Foreign exchange contracts Total Derivatives designated as net investment hedges: $ $ (12) $ (12) (24) $ (14) $ (104) (118) $ Foreign exchange contracts $ Total $ 81 81 $ $ (160) $ (160) $ — Net interest income (39) Net interest income (39) 109 109 Gains (losses) related to investment securities, net $ $ $ $ (1) $ 27 26 $ 2 $ 24 26 $ — $ — $ — $ — $ — 24 24 — — Derivatives Netting and Credit Contingencies Credit Contingencies Netting Derivatives receivable and payable as well as cash collateral from the same counterparty are netted in the consolidated statement of condition those counterparties with whom we have legally binding master netting agreements in place. In addition to cash collateral received and transferred presented on a net basis, we also receive and transfer collateral in the form of securities, which mitigate credit risk but are not eligible for netting. Additional information on netting is provided in Note 11. for Certain of our derivatives are subject to master netting agreements with our derivative counterparties containing credit risk-related contingent features, which requires us to maintain an investment grade credit rating with the various credit rating agencies. If our rating falls below investment grade, we would be in violation of the provisions, and counterparties to the derivatives could request immediate payment or demand full overnight collateralization on derivatives instruments in net liability positions. The aggregate fair value of all derivatives with credit contingent features and in a liability position as of December 31, 2018 totaled approximately $2.1 billion, against which we provided $1.1 billion of collateral in the normal course of business. If our credit related contingent features underlying these agreements were triggered as of December 31, 2018, the maximum additional collateral we would be required to post to our counterparties is approximately $1.0 billion. State Street Corporation | 157 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 11. Offsetting Arrangements Certain of our transactions are subject to master netting agreements that allow us to net receivables and payables by contract and settlement type. For those legally enforceable contracts, we net receivables and payables with the same counterparty on our statement of condition. In addition to netting receivables and payables with our derivatives counterparty where a legal and enforceable netting arrangement exist, we also net related cash collateral received and transferred up to the fair value exposure amount. With respect to our securities financing arrangements, we net balances outstanding on our consolidated statement of condition those transactions that met the netting requirements and were transacted under a legally enforceable netting arrangement with the counterparty. for Securities received as collateral under securities financing or derivatives transactions can be transferred as collateral in many instances. The securities received as proceeds under secured lending transactions are recorded at a value that approximates fair value in other assets in our consolidated statement of condition with a related liability to return the collateral, if we have the right to transfer or re-pledge the collateral. As of December 31, 2018 and December 31, 2017, the value of securities received as collateral from third parties where we are permitted to transfer or re-pledge the securities totaled $11.69 billion and $2.47 billion, respectively, and the fair value of the portion that had been transferred or re-pledged as of the same dates was $5.31 billion and $15 million, respectively. The increase in 2018 is primarily attributable to underlying client assets related to our enhanced custody business, which assets clients have allowed us to transfer or re- pledge. 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, 2018 (In millions) Derivatives: Foreign exchange contracts Interest rate contracts(6) Other derivative contracts Cash collateral and securities netting Total derivatives Other financial instruments: Resale agreements and securities borrowing(7) Total derivatives and other financial instruments Gross Amounts of Recognized Assets(1)(2) Gross Amounts Offset in Statement of Condition(3) Net Amounts of Assets Presented in Statement of Condition Gross Amounts Not Offset in Statement of Condition Cash and Securities Received(4) Net Amount(5) $ 16,386 $ (10,223) $ 6,163 $ — $ 6,163 13 — NA 16,399 — — (987) (11,210) 13 — (987) 5,189 — — (220) (220) 116,143 (91,889) 24,254 (22,872) $ 132,542 $ (103,099) $ 29,443 $ (23,092) $ 13 — (1,207) 4,969 1,382 6,351 Assets: December 31, 2017 (In millions) Derivatives: Foreign exchange contracts Interest rate contracts(6) Other derivative contracts Cash collateral and securities netting Total derivatives Other financial instruments: Resale agreements and securities borrowing(7) Total derivatives and other financial instruments Gross Amounts of Recognized Assets(1)(2) Gross Amounts Offset in Statement of Condition(3) Net Amounts of Assets Presented in Statement of Condition Gross Amounts Not Offset in Statement of Condition Cash and Securities Received(4) Net Amount(5) $ 11,597 $ (5,548) $ 6,049 $ — $ 6,049 8 1 NA 11,606 — — (2,045) (7,593) 8 1 (2,045) 4,013 — — (124) (124) 8 1 (2,169) 3,889 70,079 (47,434) 22,645 (22,645) — $ 81,685 $ (55,027) $ 26,658 $ (22,769) $ 3,889 (1) Amounts include all transactions regardless of whether or not they are subject to an enforceable netting arrangement. (2) Refer to Note 1 and Note 2 for additional information about the measurement basis of derivative instruments. (3) Amounts subject to netting arrangements which have been determined to be legally enforceable and eligible for netting in the consolidated statement of condition. (4) Includes securities in connection with our securities borrowing transactions. (5) Includes amounts secured by collateral not determined to be subject to enforceable netting arrangements. (6) Variation margin payments presented as settlements rather than collateral. (7) Included in the $24.3 billion as of December 31, 2018 were $4.7 billion of resale agreements and $19.6 billion of collateral provided related to securities borrowing. Included in the $22.6 billion as of December 31, 2017 were $3.2 billion of resale agreements and $19.4 billion of collateral provided related to securities borrowing. Resale agreements and collateral provided related to securities borrowing were recorded in securities purchased under resale agreements and other assets, respectively, in our consolidated statement of condition. Refer to Note 12 for additional information with respect to principal securities finance transactions. NA Not applicable State Street Corporation | 158 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables present information about the offsetting of liabilities related to derivative contracts and secured financing transactions, as of the dates indicated: Liabilities: (In millions) Derivatives: Gross Amounts of Recognized Liabilities(1)(2) Gross Amounts Offset in Statement of Condition(3) Net Amounts of Liabilities Presented in Statement of Condition Gross Amounts Not Offset in Statement of Condition Cash and Securities Received(4) Net Amount(5) December 31, 2018 Foreign exchange contracts $ 16,522 $ (10,223) $ 6,299 $ — $ 6,299 Interest rate contracts(6) Other derivative contracts Cash collateral and securities netting Total derivatives Other financial instruments: Repurchase agreements and securities lending(7) Total derivatives and other financial instruments Liabilities: (In millions) Derivatives: Foreign exchange contracts Interest rate contracts(6) Other derivative contracts Cash collateral and securities netting Total derivatives Other financial instruments: Repurchase agreements and securities lending(7) Total derivatives and other financial instruments 71 214 NA 16,807 — — (1,341) (11,564) 71 214 (1,341) 5,243 — — (215) (215) 104,494 (91,889) 12,605 (11,543) $ 121,301 $ (103,453) $ 17,848 $ (11,758) $ 71 214 (1,556) 5,028 1,062 6,090 Gross Amounts of Recognized Liabilities(1)(2) Gross Amounts Offset in Statement of Condition(3) Net Amounts of Liabilities Presented in Statement of Condition Gross Amounts Not Offset in Statement of Condition Cash and Securities Received(4) Net Amount(5) December 31, 2017 $ 11,467 $ (5,548) $ 5,919 $ — $ 100 285 NA 11,852 — — (422) (5,970) 100 285 (422) 5,882 — — (450) (450) 54,127 (47,434) 6,693 (4,299) $ 65,979 $ (53,404) $ 12,575 $ (4,749) $ 5,919 100 285 (872) 5,432 2,394 7,826 (1) Amounts include all transactions regardless of whether or not they are subject to an enforceable netting arrangement. (2) Refer to Note 1 and Note 2 for additional information about the measurement basis of derivative instruments (3) Amounts subject to netting arrangements which have been determined to be legally enforceable and eligible for netting in the consolidated statement of condition. (4) Includes securities provided in connection with our securities lending transactions. (5) Includes amounts secured by collateral not determined to be subject to enforceable netting arrangements. (6) Variation margin payments presented as settlements rather than collateral. (7) Included in the $12.6 billion as of December 31, 2018 were $1.1 billion of repurchase agreements and $11.5 billion of collateral received related to securities lending transactions. Included in the $6.7 billion as of December 31, 2017 were $2.8 billion of repurchase agreements and $3.9 billion of collateral received related to securities lending transactions. Repurchase agreements and collateral received related to securities lending were recorded in securities sold under repurchase agreements and accrued expenses and other liabilities, respectively, in our consolidated statement of condition. Refer to Note 12 for additional information with respect to principal securities finance transactions. NA Not applicable State Street Corporation | 159 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The securities transferred under resale and repurchase agreements typically are U.S. Treasury, agency and agency MBS. In our principal securities borrowing and lending arrangements, the securities transferred are predominantly equity securities and some corporate debt securities. The fair value of the securities transferred may increase in value to an amount greater than the amount received under our repurchase and securities lending arrangements, which exposes the Company to counterparty risk. We require the review of the price of the underlying securities in relation to the carrying value of the repurchase agreements and securities lending arrangements on a daily basis and when appropriate, adjust the cash or security to be obtained or returned to counterparties that is reflective of the required collateral levels. The following table summarizes our repurchase agreements and securities lending transactions by category of collateral pledged and remaining maturity of these agreements as of the periods indicated: (In millions) Repurchase agreements: As of December 31, 2018 As of December 31, 2017(1) Overnight and Continuous Up to 30 Days Total Overnight and Continuous U.S. Treasury and agency securities $ 88,904 $ — $ 88,904 $ Total Securities lending transactions: US Treasury and agency securities Corporate debt securities Equity securities Other(2) Total 88,904 249 278 6,426 8,500 15,453 — — — 137 — 137 88,904 249 278 6,563 8,500 15,590 Gross amount of recognized liabilities for repurchase agreements and securities lending $ 104,357 $ 137 $ 104,494 $ 43,072 43,072 — 35 11,020 — 11,055 54,127 (1) As of December 31, 2017, there were no balances with contractual maturities up to 30 days. (2) Represents a security interest in underlying client assets related to our enhanced custody business, which assets clients have allowed us to transfer and re-pledge. State Street Corporation | 160 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 12. Commitments and Guarantees The following table presents the aggregate gross contractual amounts of our off-balance sheet commitments and off-balance sheet guarantees as of the dates indicated. (In millions) Commitments: Unfunded credit facilities Guarantees(1): Indemnified securities financing Standby letters of credit December 31, 2018 December 31, 2017 $ $ 28,951 $ 26,488 342,337 $ 381,817 2,985 3,158 (1) The potential losses associated with these guarantees equal the gross contractual amounts and do not consider the value of any collateral or reflect any participations to independent third parties. Unfunded Credit Facilities Unfunded credit facilities consist of liquidity facilities for our fund and municipal lending clients and undrawn lines of credit related to senior secured bank loans. As of December 31, 2018, approximately 73% of our unfunded commitments to extend credit expire within one year. Since many of these commitments are expected to expire or renew without being drawn upon, the gross contractual amounts do not necessarily represent our future cash requirements. Indemnified Securities Financing On behalf of our clients, we lend their securities, as agent, to brokers and other institutions. In most circumstances, we indemnify our clients for the fair market value of those securities against a failure of the borrower to return such securities. We require the borrowers to maintain collateral in an amount in excess of 100% of the fair market value of the securities borrowed. Securities on loan and the collateral are revalued daily to determine if additional collateral is necessary or if excess collateral is required to be returned to the borrower. Collateral received in connection with our securities lending services is held by us as agent and is not recorded in our consolidated statement of condition. is invested third-party The cash collateral held by us as agent is invested on behalf of our clients. In certain cases, the cash repurchase in collateral agreements, for which we indemnify the client against the loss of the principal invested. We require the counterparty to the indemnified repurchase agreement to provide collateral in an amount in excess of 100% of the amount of the repurchase agreement. In our role as agent, the indemnified repurchase agreements and the related collateral held by us are not recorded in our consolidated statement of condition. The following table summarizes the aggregate fair values of indemnified securities financing and related collateral, as well as collateral invested in indemnified repurchase agreements, as of the dates indicated: (In millions) 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, 2018 December 31, 2017 $ 342,337 $ 381,817 357,893 400,828 42,610 61,270 45,064 65,272 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 our client or a broker/dealer. Our right to receive and obligation to return collateral in connection with our securities lending transactions are recorded in other assets and other in our consolidated statement of condition. As of December 31, 2018 and December 31, 2017, we had approximately $19.58 billion and $19.40 billion, respectively, of collateral provided and approximately $11.52 billion and $3.85 billion, respectively, of collateral received from clients in connection with our participation in principal securities finance transactions. liabilities, respectively, Stable Value Protection Stable value funds wrapped by us are high-quality diversified portfolios of short-intermediate duration fixed-income investments. Stable value contracts are derivative contracts that also qualify as guarantees. The notional amount under non-hedging derivatives, provided in Note 10, generally represents our maximum exposure under these derivatives contracts. However, exposure is contractually limited to substantially lower amounts than the notional values, which represent the total assets of the stable value funds. to various stable value contracts Standby Letters of Credit Standby letters of credit provide credit enhancement to our municipal clients to support the issuance of capital markets financing. State Street Corporation | 161 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 13. Contingencies Legal and Regulatory Matters In the ordinary course of business, we and our subsidiaries are involved in disputes, litigation, and governmental or regulatory inquiries and investigations, both pending and threatened. These matters, if resolved adversely against us or settled, may result in monetary awards or payments, fines and penalties or require changes in our business practices. The resolution or settlement of these matters is inherently difficult to predict. Based on our assessment of these pending matters, we do not believe that the amount of any judgment, settlement or other action arising from any pending matter is likely to have a material adverse effect on our consolidated financial condition. However, an adverse outcome or development in certain of the matters described below could have a material adverse effect on our consolidated results of operations for the period in which such matter is resolved, or an accrual is determined to be required, on our consolidated financial condition, or on our reputation. related legal and We evaluate our needs for accruals of loss contingencies regulatory to proceedings on a case-by-case basis. When we have a liability that we deem probable, and we deem the amount of such liability can be reasonably estimated as of the date of our consolidated financial statements, we accrue our estimate of the amount of loss. We also consider a loss probable and establish an accrual when we make, or intend to make, an offer of settlement. Once established, an accrual is subject to subsequent adjustment as a result of additional information. The resolution of legal and regulatory proceedings and the amount of reasonably estimable loss (or range thereof) are inherently difficult to predict, especially in the early stages of proceedings. Even if a loss is probable, an amount (or range) of loss might not be reasonably estimated until the later stages of the proceeding due to many factors such as the presence of complex or novel legal theories, the discretion of governmental authorities in seeking sanctions or negotiating resolutions in civil and criminal matters, the pace and timing of discovery and other assessments of facts and the procedural posture of the matter (collectively, "factors influencing reasonable estimates"). As of December 31, 2018, our aggregate accruals for loss contingencies for legal and regulatory matters totaled approximately $38 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. Any such ultimate financial exposure, or proceedings to which we may become subject in the future, could have a material adverse effect on our businesses, on our statements or on our reputation. future consolidated financial As of December 31, 2018, for those matters for which we have accrued probable loss contingencies (including the Invoicing Matter described below) and for other matters for which loss is reasonably possible (but not probable) in future periods, and for which we are able to estimate a range of reasonably possible loss, our estimate of the aggregate reasonably possible loss (in excess of any accrued amounts) ranges up to approximately $300 million. Our estimate with respect to the aggregate reasonably possible loss is based upon currently available information and is subject to significant judgment and a variety of assumptions and known and unknown uncertainties, which may change quickly and significantly from time to time, particularly if and as we engage with applicable governmental agencies or plaintiffs in connection with a proceeding. Also, the matters underlying the reasonably possible loss will change from time to time. As a result, actual results may vary significantly from the current estimate. In certain pending matters, it is not currently feasible to reasonably estimate the amount or a range of reasonably possible loss, and such losses, which may be significant, are not included in the estimate of reasonably possible loss discussed above. This is due to, among other factors, the factors influencing reasonable estimates described above. An adverse outcome in one or more of the matters for which we have not estimated the amount or a range of reasonably possible loss, individually or in the aggregate, could have a material adverse effect on our businesses, on our future consolidated financial statements or on our reputation. Given that our actual losses from any legal or regulatory proceeding for which we have provided an estimate of the reasonably possible loss could significantly exceed such estimate, and given that we cannot estimate reasonably possible loss for all legal and regulatory proceedings as to which we may be subject now or in the future, no conclusion as to our ultimate exposure from current pending or potential legal or regulatory proceedings should be drawn from the current estimate of reasonably possible loss. The following discussion provides information with legal, governmental and to significant respect regulatory matters. Invoicing Matter In 2015, we determined that we had incorrectly invoiced clients for certain expenses. We have reimbursed most of our affected customers for those expenses, and we have implemented enhancements to our billing processes. In connection with our enhancements to our billing processes, we continue to review historical billing practices and may from time to time identify additional remediation. In 2017, we identified an additional area of incorrect expense billing State Street Corporation | 162 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS associated with mailing services in our retirement services business. The accrual for loss contingencies at December 31, 2018 included an estimate of the amount we anticipate reimbursing clients due to that error. We currently expect the cumulative total of our payments to customers for these invoicing errors, including the error in the retirement services business, to be at least $380 million, all of which has been paid or is accrued. However, we may identify additional remediation costs. In March 2017, a purported class action was commenced against us alleging that our invoicing practices violated duties owed to retirement plan customers under ERISA. In addition, we have received a purported class action demand letter alleging that our invoicing practices were unfair and deceptive under Massachusetts law. A class of customers, or particular customers, may assert that we have not paid to them all amounts incorrectly invoiced, and may seek double or treble damages under Massachusetts law. We are also cooperating with investigations by governmental and regulatory authorities on these matters, including the civil and criminal divisions of the DOJ, the SEC, the DOL and the Massachusetts Attorney General, which could result in significant fines or other sanctions, civil and criminal, against us. If these governmental or regulatory authorities were to conclude that all or a portion of the billing errors merited civil or criminal sanctions, any fine or other penalty could be a significant percentage, or a multiple of, the portion of the overcharging serving as the basis of such a claim or of the full amount overcharged. The governmental and regulatory authorities have significant discretion in civil and criminal matters as to the fines and other penalties they may seek to impose. The severity of such fines or other penalties could take into account factors such as the amount and duration of our incorrect invoicing, the government’s or regulator's assessment of the conduct of our employees, as well as prior conduct such as that which resulted in our January 2017 deferred prosecution agreement in connection with transition management services and our settlement of civil claims regarding our indirect foreign exchange business. The staff of the SEC has informed us that it intends to ask the SEC for permission to bring an action against us asserting that we overcharged clients that are registered investment companies for custody expenses in violation of §§ 31(a), 34(b) and 37 of the Investment Company Act of 1940, and Rules 31a-1(a) and 31a-1(b) thereunder. We have submitted to the staff of the SEC a response, which included a settlement proposal, which the staff has indicated is too low, and we remain in discussions with the staff as to a potential settlement. Our aggregate accruals loss contingencies for legal and regulatory matters as of December 31, 2018 include the amount of penalties reflected in our settlement proposal. There can be no for assurance that any settlement, whether with the SEC or other governmental authorities, will be reached or, if so, the amount of the settlement or its impact on other claims relating to these matters. In the first half of 2019, it is likely that discussions will commence with the DOJ regarding a potential resolution of their investigation regarding this matter, which will then enable us to better assess the potential penalties and/or other sanctions they will be seeking. The aggregate amount of penalties that may potentially be imposed upon us in connection with the resolution of all outstanding investigations into our historical billing practices could be multiples of the potential penalties being discussed with the staff of the SEC. The outcome of any of these proceedings and, in particular, any criminal sanction could materially adversely affect our results of operations and could for our have significant collateral consequences business and reputation. Federal Reserve/Massachusetts Division of Banks Written Agreement the Federal Reserve and relating On June 1, 2015, we entered into a written the agreement with Massachusetts Division of Banks to deficiencies identified in our compliance programs with the requirements of the Bank Secrecy Act, AML regulations and U.S. economic sanctions regulations promulgated by OFAC. As part of this enforcement action, we have been required to, among other things, implement improvements to our compliance programs. If we fail to comply with the terms of the written agreement, we may become subject to fines and other regulatory sanctions, which may have a material adverse effect on us. Shareholder Litigation A shareholder of ours has filed a purported class action complaint against the Company alleging that the Company’s financial statements in its annual reports for the 2011-2014 period were misleading due to the inclusion of revenues associated with the invoicing matter referenced above and the facts surrounding our 2017 settlements with the U.S. government relating to our transition management business. The Court has preliminarily approved a class settlement in this matter for $4.9 million. The final fairness hearing is scheduled to take place in April 2019. In addition, a shareholder of ours has filed a derivative complaint against the Company's past and present officers and directors to recover alleged losses incurred by the Company relating to the invoicing matter and to our Ohio public retirement plans matter. Income Taxes In determining our provision for income taxes, we make certain judgments and interpretations with respect to tax laws in jurisdictions in which we have business operations. Because of the complex nature of State Street Corporation | 163 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Unrecognized tax benefits of approximately $108 million as of December 31, 2018 increased from $94 million as of December 31, 2017. We are presently under audit by a number of tax authorities, and the Internal Revenue Service is currently reviewing our U.S. income tax returns for the tax years 2014 and 2015. The earliest tax year open to examination in jurisdictions where we have material operations is 2012. Management believes that we have sufficiently accrued liabilities as of December 31, 2018 for potential tax exposures. Note 14. Variable Interest Entities We are involved, in the normal course of our business, with various types of special purpose entities, some of which meet the definition of VIEs. When evaluating a VIE for consolidation, we must determine whether or not we have a variable interest in the entity. Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns. If it is determined that we do not have a variable interest in the VIE, no further analysis is required and we do not consolidate the VIE. If we hold a variable interest in a VIE, we are required by U.S. GAAP to consolidate that VIE when we have a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary. We are determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE. This determination is evaluated periodically as facts and circumstances change. Asset-Backed Investment Securities We invest in various forms of ABS, which we carry in our investment securities portfolio. These ABS meet the U.S. GAAP definition of asset securitization entities, which are considered to be VIEs. We are not considered to be the primary beneficiary of these VIEs since we do not have control over their activities. Additional information about our ABS is provided in Note 3. Tax-Exempt Investment Program In the normal course of our business, we structure and sell certificated interests in pools of tax-exempt investment 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, 2018 and December 31, 2017, we carried AFS investment securities, composed of securities related to state and political subdivisions, with a fair value of $1.05 billion and $1.25 billion, respectively, and other short-term borrowings of $0.93 billion and $1.08 billion, in our consolidated statement of condition in connection with these trusts. The interest income and interest expense generated by the investments and certificated interests, respectively, are recorded as components of NII when earned or incurred. respectively, We transfer assets to the trusts from our investment securities portfolio at adjusted book value, and the trusts finance the acquisition of these assets by selling certificated interests issued by the trust to third-party investors and to us 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 3.6 years as of December 31, 2018, compared to approximately 4.6 years as of December 31, 2017. Under separate legal agreements, we provide liquidity facilities to these trusts and, with respect to certain securities, letters of credit. As of December 31, 2018, our commitments to the trusts under these liquidity facilities and/or letters of credit totaled $946 million, and neither of the liquidity facilities nor letters of credit were utilized. In the event that our obligations under these liquidity facilities are triggered, no material impact to our consolidated results of operations or financial condition is expected to occur, because the securities are already recorded at fair value in our consolidated statement of condition. In addition, neither creditors or third-party investors in the trusts have any recourse to our general credit other than through the liquidity facilities and letters of credit noted above. Interests in Investment Funds In the normal course of business, we manage various types of investment funds through State Street Global Advisors in which our clients are investors, including State Street Global Advisors commingled investment vehicles and other similar investment structures. The majority of our AUM are contained within such funds. The services we provide to these funds generate management fee revenue. From time to time, we may invest cash in the funds in order for the funds to establish a performance history for newly-launched strategies, referred to as seed capital, or for other purposes. With respect to our interests in funds that meet the definition of a VIE, a primary beneficiary assessment is performed to determine if we have a controlling financial interest. As part of our assessment, we consider all the State Street Corporation | 164 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS facts and circumstances regarding the terms and characteristics of the variable interest(s), the design and characteristics of the fund and the other involvements of the enterprise with the fund. Upon consolidation of certain funds, we retain the specialized investment company accounting rules followed by the underlying funds. All of the underlying investments held by such consolidated funds are carried at fair value, with corresponding changes in the investments’ fair values reflected in foreign exchange trading services revenue in our consolidated statement of income. When we no longer control these funds due to a reduced ownership interest or other reasons, the funds are de-consolidated and accounted for under another accounting method if we continue to maintain investments in the funds. As of December 31, 2018, we do not have any funds. As of consolidated sponsored December 31, 2017, the aggregate assets and liabilities of our consolidated sponsored investment funds totaled approximately $150 million and $50 million, respectively. investment Our conclusion to consolidate a fund may vary from period to period, most commonly as a result of fluctuation in our ownership interest as a result of changes in the number of fund shares held by either us or by third parties. Given that the funds follow specialized investment company accounting rules which prescribe fair value, a de-consolidation generally would not result in gains or losses for us. investors’ ownership The net assets of any consolidated fund are solely available to settle the liabilities of the fund and to settle any requests, including any seed capital invested in the fund by us. We are not contractually required to provide financial or any other support to any of our funds. In addition, neither creditors nor equity investors in the funds have any recourse to our general credit. redemption loss related exposure As of December 31, 2018 and December 31, 2017, we managed certain funds, considered VIEs, in which we held a variable interest but for which we were not deemed to be the primary beneficiary. Our potential maximum these unconsolidated funds totaled approximately $70 million and $72 million as of December 31, 2018 and December 31, 2017, respectively, and represented the carrying value of our investments, which are recorded in either AFS investment securities or other assets in our consolidated statement of condition. The amount of loss we may recognize during any period is limited to the carrying amount of our the unconsolidated funds. investments to in State Street Corporation | 165 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 15. Shareholders' Equity Preferred Stock In September 2018, we issued 500,000 depositary shares, each representing 1/100th ownership interest in a share of our fixed-to-floating rate non-cumulative perpetual preferred stock, Series H, without par value per share, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share), in a public offering. The aggregate proceeds, net of underwriting discounts, commissions and other issuance costs, were approximately $500 million, and were used to fund a portion of our acquisition of Charles River Development on October 1, 2018. Dividends on the Series H Preferred stock are paid semi-annually and commenced on December 15, 2018, with the first dividend paid on a pro-rata basis. The following table summarizes selected terms of each of the series of the preferred stock issued and outstanding as of December 31, 2018: Issuance Date Preferred Stock(2): 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) Series C August 2012 20,000,000 1/4,000th $ 100,000 $ 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 Series G April 2016 20,000,000 1/4,000th Series H September 2018 500,000 1/100th 100,000 100,000 100,000 100,000 100,000 25 25 25 1,000 25 1,000 $ 488 September 15, 2017 742 March 15, 2024 728 December 15, 2019 742 September 15, 2020 493 March 15, 2026 494 December 15, 2023 (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 indicated: Years Ended December 31, 2018 2017 Dividends Declared per Share Dividends Declared per Depositary Share Total (In millions) Dividends Declared per Share Dividends Declared per Depositary Share Total (In millions) $ 5,250 $ 1.32 $ 5,900 6,000 5,250 5,352 1,219 1.48 1.52 52.50 1.32 12.18 26 44 45 40 27 6 $ 5,250 $ 1.32 $ 5,900 6,000 5,250 5,352 — 1.48 1.52 52.50 1.32 — 26 44 45 40 27 — $ 188 $ 182 Preferred Stock: Series C Series D Series E Series F Series G Series H Total In January 2019, we declared dividends on our Series C, D, E, F and G preferred stock of approximately $1,313, $1,475, $1,500, $2,625 and $1,338, respectively, per share, or approximately $0.33, $0.37, $0.38, $26.25 and $0.33, respectively, per depositary share. These dividends total approximately $6 million, $11 million, $11 million, $20 million and $7 million on our Series C, D, E, F and G preferred stock, respectively, which will be paid in March 2019. Common Stock In July 2018, we completed a public offering of approximately 13.24 million shares of our common stock. The offering price was $86.93 per share and net proceeds totaled approximately $1.15 billion, which were used to fund a portion of our acquisition of Charles River Development on October 1, 2018. In June 2017, our Board approved a common stock purchase program authorizing the purchase of up to $1.4 billion of our common stock through June 30, 2018 (the 2017 Program). In June 2018, our Board approved a common State Street Corporation | 166 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS stock purchase program authorizing the purchase of up to $1.2 billion of our common stock through June 30, 2019 (the 2018 Program). We did not repurchase any common stock during either the second quarter of 2018 under the 2017 Program or the third and fourth quarters of 2018 under the 2018 Program. The table below presents the activity under our common stock purchase program during the period indicated: 2017 Program 3.3 $ 105.31 $ 350 Year Ended December 31, 2018(1) Shares Acquired (In millions) Average Cost per Share Total Acquired (In millions) (1) During the year ended December 31, 2018, there were no shares repurchased under the 2018 Program. The table below presents the dividends declared on common stock for the periods indicated: Years Ended December 31, 2018 2017 Dividends Declared per Share Total (In millions) Dividends Declared per Share Total (In millions) Common Stock $ 1.78 $ 665 $ 1.60 $ 596 Accumulated Other Comprehensive Income (Loss) The following table presents the after-tax components of AOCI as of the dates indicated: (In millions) Years Ended December 31, 2018 2017 2016 Net unrealized (losses) gains on cash flow hedges $ (89) $ (56) $ Net unrealized (losses) gains on available-for-sale securities portfolio Net unrealized gains related to reclassified available-for-sale securities Net unrealized (losses) gains on available-for-sale securities Net unrealized (losses) on available-for-sale securities designated in fair value hedges Net unrealized gains (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 (193) 58 (135) (40) 16 (2) (143) (963) 148 19 167 (64) (65) (6) (170) (815) $ (1,356) $ (1,009) $ 229 (225) 25 (200) (86) 95 (9) (194) (1,875) (2,040) The following table presents changes in AOCI by component, net of related taxes, for the periods indicated: (In millions) Net Unrealized Gains (Losses) on Cash Flow Hedges Net Unrealized Gains (Losses) on Available- for-Sale Securities Net Unrealized Gains (Losses) on Hedges of Net Investments in Non-U.S. Subsidiaries Other-Than- Temporary Impairment on Held-to- Maturity Securities Net Unrealized Losses on Retirement Plans Foreign Currency Translation Total Balance as of December 31, 2016 $ 229 $ (286) $ 95 $ (9) $ (194) $ (1,875) $ (2,040) Other comprehensive income (loss) before reclassifications Amounts reclassified into (out of) earnings Other comprehensive income (loss) (285) — (285) 412 (23) 389 (160) — (160) 3 — 3 — 24 24 1,059 1,029 1 2 1,060 1,031 Balance as of December 31, 2017 $ (56) $ 103 $ (65) $ (6) $ (170) $ (815) $ (1,009) Other comprehensive income (loss) before reclassifications Amounts reclassified into (out of) earnings Other comprehensive income (loss) (33) — (33) (285) 7 (278) Balance as of December 31, 2018 $ (89) $ (175) $ 81 — 81 16 6 (2) 4 — 27 27 (148) — (148) (379) 32 (347) $ (2) $ (143) $ (963) $ (1,356) State Street Corporation | 167 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents after-tax reclassifications into earnings for the periods indicated: (In millions) Available-for-sale securities: Years Ended December 31, 2018 2017 Amounts Reclassified into (out of) Earnings Affected Line Item in Consolidated Statement of Income Net realized gains (losses) from sales of available-for-sale securities, net of related taxes of ($2) and $16, respectively $ 7 $ (23) Net gains (losses) from sales of available-for-sale securities Held-to-maturity securities: Other-than-temporary impairment on held-to-maturity securities related to factors other than credit, net of related taxes of $1 and zero, respectively Retirement plans: Amortization of actuarial losses, net of related taxes of ($8) and ($8), respectively Foreign currency translation: Sales of non-U.S. entities, net of related taxes Total reclassifications into (out of) AOCI $ (2) 27 — 32 Losses reclassified (from) to other comprehensive income — 24 Compensation and employee benefits expenses $ 1 2 Processing fees and other revenue 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, we and State Street Bank, as advanced approaches banking organizations, are subject to a permanent "capital floor" in the calculation and assessment of regulatory capital adequacy by U.S. banking regulators. Beginning on January 1, 2015, we were required to calculate our risk- based capital the advanced ratios using both 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 the standardized approach and the advanced approaches. ratio calculated under lower of each The methods for the calculation of our and State Street Bank's risk-based capital ratios have changed as the provisions of the Basel III final rule related to the numerator (capital) and denominator (RWA) were phased in, and as we calculated our RWA using the advanced approaches. These ongoing methodological changes have resulted in differences in our reported capital ratios from one reporting period to the next that are independent of applicable changes to our capital base, our asset composition, our off-balance sheet exposures or our risk profile. As of December 31, 2018, we and State Street Bank exceeded all regulatory capital adequacy requirements to which we were subject. As of December 31, 2018, State Street Bank was categorized as “well capitalized” under the applicable regulatory capital adequacy “well capitalized” ratio guidelines to which it was subject. Management believes that no conditions or events have occurred since December 31, 2018 that have changed the capital categorization of State Street Bank. framework, and exceeded all The following table presents the regulatory capital structure, total RWA, related regulatory capital ratios and the minimum required regulatory capital ratios for us 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 were phased in, the ratios presented in the table for each period-end are not directly comparable. Refer to the footnotes following the table. State Street Corporation | 168 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In millions) Common shareholders' equity: State Street State Street Bank Basel III Advanced Approaches December 31, 2018 Basel III Standardized Approach December 31, 2018 Basel III Advanced Approaches December 31, 2017 Basel III Standardized Approach December 31, 2017 Basel III Advanced Approaches December 31, 2018 Basel III Standardized Approach December 31, 2018 Basel III Advanced Approaches December 31, 2017 Basel III Standardized Approach December 31, 2017 Common stock and related surplus $ 10,565 $ 10,565 $ 10,302 $ 10,302 $ 12,894 $ 12,894 $ 11,612 $ 11,612 Retained earnings 20,606 20,606 18,856 18,856 14,261 14,261 12,312 12,312 (972) (9,029) 19,157 (972) (9,029) 19,157 (1,112) (1,112) — — (809) — (809) — 26,043 26,043 23,115 23,115 Accumulated other comprehensive income (loss) Treasury stock, at cost Total Regulatory capital adjustments: Goodwill and other intangible assets, net of associated deferred tax liabilities(1) Other adjustments(2) 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 RWA: Credit risk(3) Operational risk(4) Market risk Total RWA Adjusted quarterly average assets (1,332) (8,715) 21,124 (9,350) (194) 11,580 3,690 — — 15,270 778 — 14 — 16,062 47,738 46,060 1,517 95,315 211,924 $ $ $ $ (1,332) (8,715) 21,124 (9,350) (194) 11,580 3,690 — — 15,270 778 — 83 — (6,877) (6,877) (76) (76) 12,204 3,196 — (18) 15,382 980 — 4 1 12,204 3,196 — (18) 15,382 980 — 72 1 $ $ $ $ 16,131 $ 16,367 $ 16,435 97,303 $ 52,000 $ 101,349 NA 1,517 45,822 1,334 NA 1,334 98,820 $ 99,156 $ 102,683 211,924 $ 209,328 $ 209,328 (9,073) (29) 16,941 — — — (9,073) (6,579) (6,579) (29) (5) (5) 16,941 16,531 16,531 — — — — — — — — — 16,941 776 16,941 776 16,531 983 16,531 983 — 11 — 17,728 45,565 44,494 1,517 91,576 209,413 $ $ $ $ $ $ $ $ — 83 — — — — — 72 — 17,800 $ 17,514 $ 17,586 94,776 $ 49,489 $ 98,433 NA 1,517 45,295 1,334 NA 1,334 96,293 $ 96,118 $ 99,767 209,413 $ 206,070 $ 206,070 2018 Minimum Requirements Including Capital Conservation Buffer and G-SIB Surcharge(5) 2017 Minimum Requirements Including Capital Conservation Buffer and G-SIB Surcharge(6) 7.5% 6.5% 12.1% 11.7% 12.3% 11.9% 18.5% 17.6% 17.2% 16.6% 9.0 11.0 8.0 10.0 16.0 16.9 15.5 16.3 15.5 16.5 15.0 16.0 18.5 19.4 17.6 18.5 17.2 18.2 16.6 17.6 Capital Ratios: Common equity tier 1 capital Tier 1 capital Total capital (1) Amounts for us and State Street Bank as of December 31, 2018 consisted of goodwill, net of associated deferred tax liabilities, and 100% of other intangible assets, net of associated deferred tax liabilities. Amounts for us and State Street Bank as of December 31, 2017 consisted of goodwill, net of deferred tax liabilities and 80% 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. (2) Other adjustments within CET1 primarily include the overfunded portion of the firm’s defined benefit pension plan obligation net of associated deferred tax liabilities, disallowed deferred tax assets, and other required credit risk based deductions. (3) Includes a CVA which reflects the risk of potential fair value adjustments for credit risk reflected in our valuation of over-the-counter derivative contracts. We used a simple CVA approach in conformity with the Basel III advanced approaches. (4) Under the current advanced approaches rules and regulatory guidance concerning operational risk models, RWA attributable to operational risk can vary substantially from period-to-period, without direct correlation to the effects of a particular loss event on our results of operations and financial condition and impacting dates and periods that may differ from the dates and periods as of and during which the loss event is reflected in our financial statements, with the timing and categorization dependent on the processes for model updates and, if applicable, model revalidation and regulatory review and related supervisory processes. An individual loss event can have a significant effect on the output of our operational RWA under the advanced approaches depending on the severity of the loss event and its categorization among the seven Basel-defined UOMs. (5) Minimum requirements were phased in with full implementation beginning on January 1, 2019; minimum requirements listed are as of December 31, 2018. (6) Minimum requirements were phased in with full implementation beginning on January 1, 2019; minimum requirements listed are as of December 31, 2017. NA Not applicable State Street Corporation | 169 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 17. Net Interest Income The following table presents the components of interest income and interest expense, and related NII, for the periods indicated: (In millions) Interest income: Years Ended December 31, 2018 2017 2016 Interest-bearing deposits with banks $ 387 $ 180 $ 126 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 income Interest expense: Interest-bearing deposits Securities sold under repurchase agreements Other short-term borrowings Long-term debt Other interest-bearing liabilities Total interest expense Net interest income 1,178 143 560 335 687 372 854 226 658 264 504 222 821 224 756 146 378 61 3,662 2,908 2,512 363 13 17 389 209 991 163 2 10 308 121 604 85 1 7 260 75 428 $ 2,671 $ 2,304 $ 2,084 Note 18. Equity-Based Compensation We record compensation expense for equity- based awards, such as 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 eligibility of the award to receive dividends. The fair value of 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 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. termination, cancellation, The 2017 Stock Incentive Plan, or 2017 Plan, was approved by shareholders in May 2017 for issuance of stock and stock based awards. Awards may be made under the 2017 Plan for (i) up to 8.3 million shares of common stock plus (ii) up to an additional 28.5 million shares that were available to be issued under the 2006 Equity Incentive Plan, or 2006 Plan, or may become available for issuance under the 2006 Plan due to expiration, forfeiture or repurchase of awards granted under the 2006 Plan. As of December 31, 2018, a total of 18.9 million shares from the 2006 Plan have been added to and may be issued from the 2017 Plan. As of December 31, 2018, a cumulative total of 3.9 million shares had been awarded under the 2017 Plan and 68.9 million shares had been awarded under the 2006 Plan. As of December 31, 2017, we had cumulative totals of 0.4 million shares awarded under the 2017 Plan and 68.9 million shares awarded under the 2006 Plan. As of December 31, 2016, we had a cumulative total of 65.7 million shares awarded under the 2006 Plan. The 2017 Plan allows for shares withheld in payment of the exercise price of an award or in satisfaction of tax withholding requirements, shares forfeited due to employee termination, shares expired under options awards, or shares not delivered when performance conditions have not been met, to be added back to the pool of shares available for issuance under the 2017 Plan. From inception to December 31, 2018, fewer than 1 million shares had been awarded under the 2017 Plan but not delivered, and have become available for re- issue. As of December 31, 2018, a total of 23.6 million shares were available for future issuance under the 2017 Plan. The exercise price of stock appreciation rights may not be less than the fair value of such shares on the date of grant. 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 stock appreciation rights have been granted since 2009. For deferred stock awards granted under the Plans, no common stock is issued at the time of grant and the award does not possess dividend and voting rights. Generally, these grants vest over one to four years. Performance awards granted are earned over a performance period based on the achievement of defined goals, generally over three years. Payment for performance awards is made in shares of our common stock equal to its fair market value per share, based on the performance of certain financial ratios, after the conclusion of each performance period. Beginning with 2012, malus-based forfeiture provisions were included in deferred stock awards granted to employees identified as “material risk- takers,” as defined by management. These malus- State Street Corporation | 170 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS that risks resulted that exposed us based forfeiture provisions provide for the reduction or cancellation of unvested deferred compensation, such as deferred stock awards and performance based awards, if it is determined that a material risk-taker made risk-based decisions to in a material inappropriate unexpected loss at the business-unit, line-of-business or corporate level. In addition, awards granted to certain of our senior executives, as well as awards granted to individuals in certain jurisdictions, may be subject to recoupment after vesting (if applicable) and delivery to the individual in specified circumstances generally relating to fraud or willful misconduct by the individual that results in material harm to us or a material financial restatement. to related Compensation expense stock appreciation rights, 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 $262 million, $243 million and $268 million for the years ended December 31, 2018, 2017 and 2016, respectively. Such expense for 2018, 2017 and 2016 excluded $45 million, $15 million and $9 million, respectively, associated with acceleration of expense in connection with targeted staff reductions. This expense was included in the severance-related associated restructuring or repositioning charges recorded in each respective year. portion the of The following table presents information about stock appreciation rights activity during the years indicated. For the year ended December 31, 2018, no stock appreciation rights were exercised. The total intrinsic value of stock appreciation rights exercised during the years ended December 31, 2017 and 2016 was $5 million and $1 million, respectively. As of December 31, 2018, there was no unrecognized compensation cost related to stock appreciation rights. Weighted -Average Exercise Price Weighted- Average Remaining Contractual Term (In years) Total Intrinsic Value (In millions) Shares (In thousands) Stock Appreciation Rights: Outstanding as of December 31, 2016 Exercised Forfeited or expired Outstanding as of December 31, 2017 955 $ 77.52 (595) (360) 81.71 70.59 0 $ — 0 $ — Deferred Stock Awards: Outstanding as of December 31, 2016 Granted Vested Forfeited Outstanding as of December 31, 2017 Granted Vested Forfeited Outstanding as of December 31, 2018 Shares (In thousands) Weighted-Average Grant Date Fair Value 7,814 $ 2,977 (3,686) (257) 6,848 2,500 (3,235) (138) 5,975 $ 60.01 76.38 62.88 63.56 65.44 101.25 70.98 80.6 77.07 The total fair value of deferred stock awards vested for the years ended December 31, 2018, 2017 and 2016, based on the weighted average grant date fair value in each respective year, was $230 million, $232 million and $275 million, respectively. As of December 31, 2018, total unrecognized compensation cost related to deferred stock awards, net of estimated forfeitures, was $249 million, which is expected to be recognized over a weighted-average period of 2.5 years. Shares (In thousands) Weighted-Average Grant Date Fair Value Performance Awards: Outstanding as of December 31, 2016 Granted Forfeited Paid out Outstanding as of December 31, 2017 Granted Forfeited Paid out Outstanding as of December 31, 2018 1,247 $ 534 0 (233) 1,548 1,067 (1) (457) 2,157 $ 60.37 76.27 — 58.91 66.09 74.68 101.26 70.58 69.36 The total fair value of performance awards vested for the years ended December 31, 2018, 2017 and 2016, based on the weighted average grant date fair value in each respective year, was $32 million, $14 million and $21 million, respectively. As of December 31, 2018, total unrecognized compensation cost related to performance awards, net of estimated forfeitures, was $62 million, which is expected to be recognized over a weighted-average period of 2.1 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. We have a general policy concerning purchases of our common stock to meet issuances under our employee benefit plans, including other corporate purposes. Various factors determine the amount and timing of our purchases of our common stock, including regulatory reviews and approvals or non-objections, our regulatory capital requirements, the number of shares we expect to issue State Street Corporation | 171 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Additional information on our common stock purchase program is provided in Note 15. Note 19. Employee Benefits Defined Benefit Pension and Other Post-Retirement Benefit Plans State Street Bank and certain of its U.S. subsidiaries participate in a non-contributory, tax- qualified defined benefit pension plan. The U.S. defined benefit pension plan was frozen as of December 31, 2007 and no new employees were eligible to participate after that date. We have agreed to contribute sufficient amounts as necessary to meet the benefits paid to plan participants and to fund the plan’s service cost, plus interest. U.S. employee account balances earn annual interest credits until the employee begins receiving benefits. Non-U.S. employees participate in local defined benefit plans which are funded as required in each local jurisdiction. In addition to the defined benefit pension plans, we have non-qualified unfunded SERPs that provide certain officers with defined pension benefits in excess of allowable qualified plan limits. State Street Bank and certain of its U.S. subsidiaries also participate in a post-retirement plan that provides health care benefits for certain retired employees. The total expense for these tax-qualified and non-qualified plans was $11 million, $15 million and $16 million in 2018, 2017 and 2016, 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 $1.21 billion, $110 million and $12 million, respectively, as of December 31, 2018 and $1.32 billion, $125 million and $16 million, respectively, as of December 31, 2017. 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 $1 million and $9 million as of December 31, 2018 and 2017, respectively. The non- supplemental qualified retirement plans were underfunded by $110 million and $125 million as of December 31, 2018 and 2017, respectively. The other post-retirement benefit plans were underfunded by $12 million and $16 million as of December 31, 2018 and 2017, 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 $170 million, $146 million, and $132 million in 2018, 2017 and 2016, respectively. Note 20. Occupancy Expense and Information Systems and Communications Expense leasehold Occupancy expense and information systems and include depreciation of communications expense computer buildings, hardware and software, equipment, and furniture and fixtures. Total depreciation expense in 2018, 2017 and 2016 was $599 million, $526 million and $472 million, respectively. improvements, We lease 810,000 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 219,000 square feet of the building. As of December 31, 2018 and 2017, an aggregate net book value of $102 million and $159 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. 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. In 2018, 2017 and 2016, interest expense related lease obligations, reflected in NII, was $17 million, $20 million and $22 million, respectively. As of December 31, 2018 and 2017, accumulated amortization of capital lease assets was $352 million and $401 million, respectively. these capital to 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. State Street Corporation | 172 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS $ 340 $ 379 the periods indicated: Total rental expense net of sublease revenue in 2018, 2017 and 2016 amounted to $185 million, $229 million and $194 million, respectively. Total rental expense was reduced by sublease revenue of $5 million in both 2018 and 2017, and $4 million in 2016. (In millions) 2019 2020 2021 2022 2023 Thereafter Total minimum lease payments Less amount representing interest payments Present value of minimum lease payments Note 21. Expenses The following table presents the components of indicated: the expenses periods for other Years Ended December 31, 2018 2017 2016 (In millions) Professional services $ Sales advertising public relations Insurance Regulatory fees and assessments Bank operations Litigation Other 357 115 97 87 70 7 443 Total other expenses $ 1,176 $ 67 118 106 80 (15) 233 929 $ 52 93 82 62 50 245 963 Acquisition Costs We recorded $31 million of acquisition costs in 2018 related to our acquisition of Charles River Development on October 1, 2018. In 2017, we recorded approximately $21 million of acquisition costs primarily related to our acquisition of the GEAM business on July 1, 2016. As we integrate Charles River Development into our business, we expect to incur approximately $200 million, including the $31 million in 2018, of acquisition costs, including merger and integration costs, through 2021. For further information on our acquisition of Charles River Development, refer to Note 1. Restructuring and Repositioning Charges Repositioning Charges In 2018, we initiated a new expense program to accelerate efforts to become a higher-performing organization and help navigate challenging market and industry conditions. As part of that program, expenses for 2018 included a repositioning charge of $300 million, including $259 million of compensation and employee benefits and $41 million of occupancy costs. The following table presents a summary of future minimum lease payments under non-cancelable capital and operating leases as of December 31, 2018. Aggregate future minimum rental commitments have been rental reduced by aggregate sublease commitments of $46 million for capital leases and $16 million for operating leases. Capital Leases Operating Leases $ 34 31 31 31 24 — 192 181 170 147 128 380 Total $ 226 212 201 178 152 380 151 $ 1,198 $ 1,349 (31) 120 $ $ Beacon In 2018, we released $7 million of restructuring accruals related to Beacon. In 2017, we recorded restructuring charges of $245 million primarily related to Beacon. The following table presents aggregate activity for (In millions) Accrual Balance at December 31, 2015 Accruals for Business Operations and Information Technology Accruals for Beacon Payments and other adjustments Accrual Balance at December 31, 2016 Accruals for Beacon Payments and Other Adjustments Accrual Balance at December 31, 2017 Accruals for Beacon Accruals for Repositioning Charges Payments and Other Adjustments Accrual Balance at December 31, 2018 Employee Related Costs Real Estate Actions Asset and Other Write-offs Total $ 9 $ 11 $ 3 $ 23 (2) 94 (64) $ 37 $ 186 (57) $ 166 $ (7) 259 (115) — 18 (12) 17 32 (17) 32 — 41 $ $ — 30 (2) 142 (31) (107) $ $ 2 27 (26) 3 — — 56 245 (100) 201 (7) 300 (36) (2) (153) $ 303 $ 37 $ 1 $ 341 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 in our differences between amounts consolidated financial statements and their respective tax bases. The measurement of tax assets and liabilities State Street Corporation | 173 reported STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS is based on enacted tax laws and applicable tax rates. The effects of a tax position on our consolidated financial statements are recognized when we believe it is more likely than not that the position will be sustained. A valuation allowance is established if it is considered more likely than not that all or a portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities recorded in our consolidated statement of condition are netted within the same tax jurisdiction. The following table presents the components of income tax expense (benefit) for the periods indicated: (In millions) 2018 2017 2016 Years Ended December 31, Current: Federal State Non-U.S. Total current expense Deferred: Federal State Non-U.S. Total deferred expense (benefit) $ 27 $ 229 $ (14) 144 374 545 (134) (25) 14 (145) 18 380 627 49 65 (19) 95 30 320 336 (311) 38 (85) (358) Total income tax expense (benefit) $ $ 400 (22) The following table presents a reconciliation of the U.S. statutory income tax rate to our effective tax rate based on income before income tax expense for the periods indicated: 722 $ U.S. federal income tax rate 21.0% 35.0% 35.0 % Years Ended December 31, 2018 2017 2016 Changes from statutory rate: State taxes, net of federal benefit Tax-exempt income Business tax credits(1) Foreign tax differential Transition tax Deferred tax revaluation Foreign designated earnings Foreign capital transactions Litigation expense Other, net Effective tax rate 3.0 (2.1) (6.9) (0.6) — (1.1) — — 0.3 1.9 (4.5) (6.8) (7.4) 15.7 (6.8) (0.7) — — (0.3) (1.5) 2.0 (6.1) (13.6) (7.7) — — (6.8) (4.3) 1.4 (0.9) 13.3% 24.9% (1)% (1) Business tax credits include low-income housing, production and investment tax credits. On December 22, 2017, the U.S. President signed into law the TCJA (H.R. 1), reducing the corporate income tax rate from 35% to 21% and enacting a one- time transition tax on unremitted earnings of certain foreign subsidiaries. The TCJA also introduced the Global Intangible Low-Taxed Income (GILTI), a new minimum tax to be imposed on foreign subsidiary earnings and an alternative tax for excess base erosion payments. In applying the guidance in Staff Accounting Bulletin No. 118 (SAB 118), the 2017 income tax expense included an estimated deferred tax benefit of $197 million attributable to certain U.S. deferred tax assets and liabilities and a provisional $454 million liability attributable to the one-time transition tax on total post-1986 earnings and profits (E&P) of foreign subsidiaries previously deferred from U.S. income taxes. At December 31, 2018, the accounting for income tax effects of the TCJA has been completed. The 2018 income tax expense included an additional deferred tax benefit of approximately $32 million related to the TCJA in 2017 mainly provisional estimate attributable temporary differences. Our completed analysis of cumulative E&P did not result in a change in estimate for the transition tax liability. recorded the remeasurement of to Beginning in 2018, the TCJA subjects a U.S. shareholder to current tax on GILTI earned by certain foreign subsidiaries. We have elected to recognize the resulting tax on GILTI as a period expense in the period the tax is incurred. As such, we have included an estimate of this liability in our estimated annual effective tax rate. This adjustment increased our effective tax rate by 0.2% in 2018, which is reflected in the prior reconciliation table under "Other, net". Undistributed indefinitely reinvested earnings of certain foreign subsidiaries amounted to approximately $3.8 billion at December 31, 2018. As a result, no provision has been recorded for state and local or foreign withholding income taxes. If a distribution were to occur, we would be subject to state, local and to foreign withholding tax. It is expected that any distribution will be exempt from federal income tax. Although the foreign withholding tax is generally creditable against U.S. federal income tax, certain credit utilization limitations may result in a net cost. State Street Corporation | 174 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following significant components of our gross deferred tax assets and gross deferred tax liabilities as of the dates indicated: table presents (In millions) Deferred tax assets: Unrealized losses on investment securities, net Deferred compensation Pension plan Accrued expenses Foreign currency translation General business credit NOL and other carryforwards Other Total deferred tax assets Valuation allowance for deferred tax assets Deferred tax assets, net of valuation allowance Deferred tax liabilities: Leveraged lease financing Fixed and intangible assets Non-U.S. earnings Investment basis differences Other Total deferred tax liabilities $ $ $ $ December 31, 2018 2017 $ 146 134 55 156 50 274 153 — 968 17 159 82 132 18 231 101 27 767 (138) (88) 830 $ 679 — $ 184 755 6 158 $ — $ 1,103 744 — 206 11 961 The table below summarizes the deferred tax assets and related valuation allowances recognized as of December 31, 2018: (In millions) General business Credits NOLs - Non-U.S. Other Carryforwards NOLs - State Deferred Tax Asset Valuation Allowance Expiration $ 274 $ — 2035-2038 55 88 11 (41) (88) 2019-2028, None 2037-2039 / None (9) 2019-2036 Management considers the valuation allowance adequate to reduce the total deferred tax assets to an aggregate amount that will more likely than not be realized. Management has determined that a valuation allowance is not required for the remaining deferred tax assets because it is more likely than not that there is sufficient taxable income of the appropriate nature within the carryforward periods to realize these assets. At December 31, 2018, 2017 and 2016, the gross unrecognized tax benefits, excluding interest, were $108 million, $94 million and $71 million, respectively. Of this, the amounts that would reduce the effective tax rate, if recognized, are $100 million, $87 million and $63 million, respectively. The reduction in the effective tax rate includes the federal benefit for unrecognized state tax benefits. The following table presents activity related to unrecognized tax benefits as of the dates indicated: (In millions) 2018 2017 2016 Beginning balance $ 94 $ 71 $ 63 December 31, Decrease related to agreements with tax authorities Increase related to tax positions taken during current year Increase related to tax positions taken during prior years Decreases related to a lapse of the applicable statute of limitations (40) (14) (13) 12 44 (2) 26 11 — 94 $ 7 14 — 71 Ending balance $ 108 $ It is reasonably possible that of the $108 million of unrecognized tax benefits as of December 31, 2018, up to $25 million could decrease within the next 12 months due to the resolution of various audits. Management believes that we have sufficient accrued liabilities as of December 31, 2018 for tax exposures and related interest expense. Income tax expense included related interest and penalties of approximately $1 million and $3 million in 2018 and 2017, respectively. Total accrued interest and penalties were approximately $8 million, $8 million and $5 million as of December 31, 2018, 2017 and 2016, respectively. State Street Corporation | 175 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 23. Earnings Per Common Share Note 24. Line of Business Information 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 equity-based awards. The effect of equity-based awards is excluded from the calculation of diluted EPS in periods in which their effect would be anti-dilutive. The two-class method requires the allocation of undistributed net income between common and participating shareholders. Net income available to common shareholders, presented separately in our consolidated statement of income, is the basis for the calculation of both basic and diluted EPS. Participating securities are composed of unvested and fully vested SERP shares and fully vested deferred director stock awards, which are equity-based awards that contain non-forfeitable rights to dividends, and are considered to participate with the common stock in undistributed earnings. The following table presents the computation of basic and diluted earnings per common share for the periods indicated: (Dollars in millions, except per share amounts) Net income Less: Years Ended December 31, 2018 2017 2016 $ 2,599 $ 2,177 $ 2,143 Preferred stock dividends (188) (182) (173) Dividends and undistributed earnings allocated to participating securities(1) Net income available to common shareholders Average common shares outstanding (In thousands): (1) (2) (2) $ 2,410 $ 1,993 $ 1,968 Basic average common shares 371,983 374,793 391,485 Effect of dilutive securities: equity-based awards Diluted average common shares Anti-dilutive securities(2) Earnings per common share: Basic Diluted(3) 4,493 5,420 4,605 376,476 380,213 396,090 1,011 188 2,143 $ 6.48 $ 5.32 $ 5.03 6.40 5.24 4.97 (1) Represents the portion of net income available to common equity allocated to participating securities, composed of unvested and fully vested SERP shares and fully vested deferred director stock awards, which are equity-based awards that contain non-forfeitable rights to dividends, and are considered to participate with the common stock in undistributed earnings. (2) Represents equity-based awards outstanding but not included in the computation of diluted average common shares, because their effect was anti- dilutive. Additional information about equity-based awards is provided in Note 18. (3) Calculations reflect allocation of earnings to participating securities using the two-class method, as this computation is more dilutive than the treasury stock method. Our operations are organized into two lines of business: Investment Investment Servicing and Management, which are defined based on products and services provided. The results of operations for these lines of business are not necessarily comparable with those of other companies, including companies in the financial services industry. insurance companies, Investment Servicing provides services for U.S. mutual funds, collective investment funds and other investment pools, corporate and public retirement plans, foundations and endowments worldwide. Products include: custody; product and participant level accounting; daily pricing and administration; master trust and master custody; depotbank services (a fund oversight role created by regulation); record-keeping; cash management; foreign exchange, brokerage and other trading services; securities finance; our enhanced custody product, which integrates principal securities lending and custody; deposit and short-term investment facilities; loans and lease financing; investment manager and alternative operations investment manager outsourcing; performance, risk and compliance analytics; and financial data management to support institutional investors. New products and services resulting from our acquisition of Charles River Development on October 1, 2018 include: portfolio modeling and construction; trade order management; risk and compliance; and wealth investment management solutions. Investment Management, through State Street Global Advisors, provides a broad range of investment management strategies and products for our clients. Our investment management strategies and products span the risk/reward spectrum, including core and enhanced indexing, multi-asset strategies, active quantitative and fundamental active capabilities and alternative investment strategies. Our AUM is currently primarily weighted to indexed strategies. In addition, we provide a breadth of services and solutions, including environmental, social and governance investing, defined benefit and defined contribution and OCIO. State Street Global Advisors is also a provider of ETFs, including 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 State Street Corporation | 176 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Our servicing and management fee revenue from the Investment Servicing and Investment Management business lines, including foreign exchange trading services and securities finance activities, represents approximately 75% to 80% of our consolidated total revenue. The remaining 20% to 25% is composed of processing fees and other revenue, including Charles River Development, as well as NII, which is largely generated by our investment of client deposits, short- term borrowings and long-term debt in a variety of assets, and net gains (losses) related to investment securities. These other revenue types are generally fully allocated to, or reside in, Investment Servicing and Investment Management. Revenue and expenses are directly charged or allocated to our lines of business through management information systems. Assets and liabilities are allocated according to policies that support management’s strategic and tactical goals. Capital is allocated based on the relative risks and capital requirements inherent line, along with management in each business judgment. Capital allocations may not be representative of the capital that might be required if these lines of business were separate business entities. The following is a summary of our line of business results for the periods indicated. The “Other” column for the year ended December 31, 2018 included net costs of $398 million composed of the following: • Net repositioning to organizational changes and management streamlining of $300 million; charges related • Business exit costs of $24 million; • Legal and related expenses of $50 million; and • Net acquisition and restructuring costs of $24 million. The "Other" column for the year ended December 31, 2017 included net acquisition and restructuring costs of $266 million. The “Other” column for the year ended December 31, 2016 included net costs of $199 million composed of the following: • Net acquisition and restructuring costs of $209 million; and • Net severance costs associated with staffing realignment of $10 million. The following is a summary of our line of business results for the periods indicated. The amounts in the “Other” columns were not allocated to our 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 2018. Years Ended December 31, (Dollars in millions) 2018 2017 2016 2018 2017 2016 2018 Investment Servicing Investment Management(1) $ 5,429 $5,365 $5,073 $ — $ — $ — $ — 1,851 1,616 1,292 — 1,071 543 294 7,337 2,691 — 999 606 240 7,210 2,309 1,038 562 119 6,792 2,081 6 (39) 7 130 — (5) 72 — 7 61 — (29) 1,976 1,695 1,324 (20) — (5) — 3 — 10,034 9,480 8,880 1,956 1,690 1,327 15 2 10 — — — Other 2017 2016 2018 Total 2017 2016 $ — $ — $ 5,421 $ 5,365 $ 5,073 — — — — — — — — — — — — — — — — — — 1,851 1,616 1,292 1,201 543 289 9,305 2,671 1,071 606 247 8,905 2,304 1,099 562 90 8,116 2,084 6 (39) 7 11,982 11,170 10,207 15 2 10 (8) — — — — (8) — — (8) — Servicing fees Management fees(1) Foreign exchange trading services(1) Securities finance Processing fees and other(2) Total fee revenue(1)(2) Net interest income Gains (losses) related to investment securities, net Total revenue(1)(2) Provision for loan losses Total expenses(1)(2) Income before income tax expense 7,034 6,717 6,660 1,544 1,286 1,218 390 266 199 8,968 8,269 8,077 $ 2,985 $2,761 $2,210 $ 412 $ 404 $ 109 $ (398) $ (266) $ (199) $ 2,999 $ 2,899 $ 2,120 Pre-tax margin 30% 29% 25% 21% 24% 8% 25% 26% 21% Average assets (in billions) $ 220.2 $214.0 $225.3 $ 3.2 $ 5.4 $ 4.4 $ 223.4 $ 219.4 $ 229.7 (1) The new revenue recognition standard contributed approximately $248 million in Investment Management total revenue, including approximately $190 million in management fees and $58 million in foreign exchange trading services, and $248 million in Investment Management total expenses for 2018 compared to 2017. (2) Investment Servicing includes results from our acquisition of Charles River Development on October 1, 2018, which is described in Note 1. State Street Corporation | 177 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 25. Revenue from Contracts with Customers Investment Servicing We account for revenue from contracts with customers in accordance with Topic 606, which we adopted on January 1, 2018. Further discussion of our adoption, including the impact on our consolidated financial statements, is provided in Note 1. The amount of revenue that we recognize is measured based on the consideration specified in contracts with our customers, and excludes taxes collected from customers subsequently remitted to governmental authorities. We recognize revenue when a performance obligation is satisfied over time as the services are performed or at a point in time depending on the nature of the services provided as further discussed below. Revenue recognition guidance related to contracts with customers excludes our NII, revenue earned on security lending transactions entered into as principal, realized gains/losses on securities, revenue earned on foreign exchange activity, loans and related fees, and gains/losses on hedging and derivatives, to which we apply other applicable U.S. GAAP guidance. For contracts with multiple performance obligations, or contracts that have been combined, we allocate the contracts' transaction price to each performance obligation using our best estimate of the standalone selling price. Our contractual fees are negotiated on a customer by customer basis and are representative of standalone selling price utilized for allocating revenue when there are multiple performance obligations. Substantially all of our services are provided as a distinct series of daily performance obligations that the customer simultaneously benefits from as they are performed. Payments may be made to third party service providers and the expense is recognized gross when we control those services as we are deemed the principal. include termination penalties. Therefore, Contract durations may vary from short to long- term or may be open ended. Termination notice periods are in line with general market practice and typically do for not substantially all of our revenues, the duration of the contract and the enforceable rights and obligations do not extend beyond the services that are performed daily or at the transaction level. In instances where we have substantive termination penalties, the duration of the contract may extend through the date of substantive termination penalties. and/or and/or Revenue from contracts with customers related to servicing fees is recognized over time as our customers benefit from the custody, administration, accounting, transfer agency and other related asset services as they are performed. At contract inception, no revenue is estimated as the fees are dependent on assets under custody actual administration transactions which are susceptible to market factors outside of our control. Therefore, revenue is recognized using a time-based output method as the customers benefit from the services over time and as the assets under custody or transactions are known or determinable during each reporting period based on contractual fee schedules. Payments made to third party service providers, such as sub-custodians, are generally recognized gross as we control those services and is deemed to be a principal in such arrangements. trading services revenue includes revenue generated from providing access and use of electronic trading platforms and other trading, transition management and brokerage services. Electronic FX services are dependent on the volume of actual transactions initiated through our electronic exchange platforms. Revenue is recognized over time using a time-based measure as access to, and use of, the electronic exchange platforms is made available to the customer and the activity is determinable. Revenue related to other trading, transition management and brokerage services is recognized when the customer obtains the benefit of such services which may be over time or at a point in time upon trade execution. Foreign exchange Securities finance revenue is related to services for providing agency lending programs to State Street Global Advisors managed investment funds and third- party investment managers and asset owners. This securities finance revenue is recognized over time using a time-based measure as our customers benefit from these lending services over time. Revenue related to the front office solutions provided by Charles River Development is primarily driven by the sale of software to be installed on premise and Software as a Service (SaaS) arrangements, where the customer does not take possession of the software. Revenue for a sale of software to be installed on premise is recognized at a point in time when the customer benefits from obtaining access to and use of the software for a SaaS related arrangement is recognized over time as services are provided. license. Revenue State Street Corporation | 178 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Investment Management Revenue from contracts with customers related to investment management, investment research and investment advisory services provided through State Street Global Advisors is recognized over time as our customers benefit from the services as they are performed. Substantially all of our investment management fees are determined by the value of assets under management and the investment strategies employed. At contract inception, no revenue is estimated as the fees are dependent on assets under management which are susceptible to market factors outside of our control. Therefore, substantially all of our Investment Management services revenue is recognized using a time-based output method as the customers benefit from the services over time and as the assets under management are known or determinable during each reporting period based on contractual fee schedules. Payments made to third party service providers, such as payments to others in unitary fee arrangements, are generally recognized on a gross basis when State Street Global Advisors controls those services and is deemed to be a principal in such transactions. Revenue by category In the following table, revenue is disaggregated by our two lines of business and by revenue stream for which the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The amounts in the “Other” columns were not allocated to our business lines. Investment Servicing Investment Management Other Total (Dollars in millions) Topic 606 revenue All other revenue Total Topic 606 revenue All other revenue Total Topic 606 revenue All other revenue Total 2018 Servicing fees $ 5,429 $ — $ 5,429 $ — $ — $ — $ (8) $ — $ (8) $ 5,421 Year Ended December 31, 2018 — 1,851 Management fees Foreign exchange trading services Securities finance Processing fees and other Total fee revenue Net interest income Gains (losses) related to investment securities, net — 361 308 209 6,307 — — — 710 235 85 1,030 2,691 1,071 543 294 7,337 2,691 6 6 130 — — 1,981 — — — — — (5) (5) (20) — 1,851 130 — (5) 1,976 (20) — — — — — (8) — — — — — — — — — — — — — (8) — — 1,851 1,201 543 289 9,305 2,671 6 Total revenue $ 6,307 $ 3,727 $ 10,034 $ 1,981 $ (25) $ 1,956 $ (8) $ — $ (8) $ 11,982 Contract balances and contract costs As of December 31, 2018 and December 31, 2017, net receivables of $2.7 billion and $2.6 billion, respectively, are included in accrued interest and fees receivable, representing amounts billed or currently billable to or due from our customers related to revenue from contracts with customers. As performance obligations are satisfied, we have an unconditional right to payment and billing is generally performed monthly; therefore, we do not have significant contract assets or liabilities. No adjustments are made to the promised amount of consideration for the effects of a significant financing component as the period between when we transfer a promised service to a customer and when the customer pays for that service is expected to be one year or less. State Street Corporation | 179 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 26. Non-U.S. Activities We define our non-U.S. activities as those revenue-producing business activities that arise from clients which are generally serviced or managed outside the U.S. Due to the integrated nature of our business, precise segregation of our U.S. and non-U.S. activities is not possible. Subjective estimates, assumptions and other judgments are applied to quantify the financial results and assets related to our non-U.S. activities, including our application of funds transfer pricing, our asset and liability management policies and our allocation of certain indirect corporate expenses. Management periodically reviews and updates its processes for quantifying the financial results and assets related to our non-U.S. activities. The following table presents our U.S. and non-U.S. financial results for the periods indicated: (In millions) Total revenue Income before income taxes Non-U.S.(1) 2018 U.S. Total Non-U.S.(1) 2017 U.S. Total Non-U.S.(1) 2016 U.S. Total $ 5,178 $ 6,804 $ 11,982 $ 4,734 $ 6,436 $ 11,170 $ 4,419 $ 5,788 $ 10,207 Years Ended December 31, 1,664 1,335 2,999 1,230 1,669 2,899 1,047 1,073 2,120 (1) Geographic mix is generally based on the domicile of the entity servicing the funds and is not necessarily representative of the underlying asset mix. Non-U.S. assets were $81.7 billion and $82.1 billion as of December 31, 2018 and 2017, respectively. Note 27. Parent Company Financial Statements The following tables present the financial statements of the Parent Company without consolidation of its banking and non-banking subsidiaries, as of and for the years indicated: Statement of Income - Parent Company (In millions) Years Ended December 31, 2018 2017 2016 Cash dividends from consolidated banking subsidiary $ 785 $ 2,224 $ Cash dividends from consolidated non-banking subsidiaries and unconsolidated entities Other, net Total revenue Interest expense Other expenses Total expenses Income tax (benefit) Income 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 41 58 884 381 115 496 (127) 515 1,950 134 12 127 2,363 297 94 391 (86) 2,058 20 99 Net income $ 2,599 $ 2,177 $ 640 75 92 807 249 107 356 (47) 498 1,629 16 2,143 State Street Corporation | 180 STATE STREET CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Statement of Condition - Parent Company (In millions) Assets: Interest-bearing deposits with consolidated banking subsidiary 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: Accrued expenses and other liabilities Long-term debt Total liabilities Shareholders’ equity Total liabilities and shareholders’ equity Statement of Cash Flows - Parent Company (In millions) Net cash provided by operating activities Investing Activities: Net decrease (increase) in interest-bearing deposits with consolidated banking subsidiary Purchases of available-for-sale securities Investments in consolidated banking and non-banking subsidiaries Sale or repayment of investment in consolidated banking and non-banking subsidiaries Business acquisitions Net increase in investments in unconsolidated affiliates Net cash (used in) provided by investing activities Financing Activities: 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 issuance of common stock, net of issuance costs Repurchases of common stock Repurchases of common stock for employee tax withholding Payments for cash dividends Net cash provided (used in) financing activities Net change Cash and due from banks at beginning of year Cash and due from banks at end of year As of December 31, 2018 2017 $ 486 357 224 26,019 6,726 106 64 2,337 96 532 361 43 23,080 6,762 63 273 2,843 263 36,415 $ 34,220 685 $ 10,940 11,625 24,790 36,415 $ 917 10,986 11,903 22,317 34,220 $ $ $ $ Years Ended December 31, 2018 2017 2016 $ 2,250 $ 2,047 $ 417 46 (224) (4,883) 2,472 — — (2,589) 996 (1,000) 495 1,150 (350) (124) (828) 339 — — 3,103 — (7,672) 4,216 — 172 (181) 748 (450) — — (1,292) (104) (768) (1,866) — — $ — $ — $ 2,100 — (7,600) 6,703 (395) — 808 1,492 (1,000) 493 — (1,365) (122) (723) (1,225) — — — State Street Corporation | 181 STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES Distribution of Average Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential (Unaudited) The following table presents consolidated average statements of condition and NII for the years indicated: (Dollars in millions; fully taxable-equivalent basis) Assets: Years Ended December 31, 2018 2017 2016 Average Balance Interest Average Rate Average Balance Interest Average Rate Average Balance Interest Average Rate Interest-bearing deposits with U.S. banks $ 18,081 $ 1.91% $ 16,790 $ 184 1.10% $ 19,639 $ 36,247 2,901 1,051 48,449 5,481 34,140 23,147 426 15,714 345 42 335 — 1,178 189 560 687 11 372 .12 11.55 — 2.43 3.45 1.64 2.97 2.53 2.37 2.00 30,724 2,131 1,011 43,273 9,928 42,578 21,149 767 22,884 (4) (.01) 33,452 264 12.38 (1) (.12) 854 378 659 498 21 222 1.97 3.80 1.55 2.36 2.67 .97 1.61 2,558 921 46,551 10,326 43,861 18,136 877 22,863 102 24 146 — 821 385 756 354 30 61 .52% .07 5.70 — 1.76 3.73 1.72 1.95 3.44 .27 1.34 191,235 3,075 3,097 25,118 $ 219,450 199,184 2,679 3,157 27,386 $ 229,727 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 Total interest-bearing liabilities Non-interest-bearing deposits: Special time Demand Non-U.S.(2) Other liabilities Shareholders’ equity 185,637 3,719 3,178 34,570 $ 223,385 121 135 107 363 13 — 17 389 209 991 $ 17,081 $ 37,872 70,623 125,576 2,048 — 1,327 10,686 4,956 144,593 19,187 16,260 385 19,804 23,156 72 24 67 163 2 — 10 308 121 604 .71% $ 12,020 $ .36 .15 .29 .62 — 1.28 3.64 4.20 .68 18,603 91,937 122,560 3,683 — 1,313 11,595 4,607 143,758 27,402 13,556 290 12,379 22,065 .61% $ 19,223 $ 127 .66% 5 (47) 85 1 — 7 260 75 428 .05 (.05) .07 .02 — .40 2.29 1.39 .29 .13 .07 .13 .05 — .80 2.66 2.63 .42 10,884 95,551 125,658 4,113 31 1,666 11,401 5,394 148,263 32,589 12,107 131 14,742 21,895 Total liabilities and shareholders’ equity $ 223,385 $ 219,450 $ 229,727 Net interest income, fully taxable-equivalent basis $ 2,728 $ 2,471 $ 2,251 Excess of rate earned over rate paid Net interest margin(3) 1.32% 1.47 1.19% 1.29 1.05% 1.13 (1) Fully taxable-equivalent revenue is a method of presentation in which the tax savings achieved by investing in tax-exempt investment securities and certain leases are included in interest income with a corresponding charge to income tax expense. This method facilitates the comparison of the performance of these assets. The adjustments are computed using a federal income tax rate of 35% for periods ending in 2016 and 2017, and a tax rate of 21% for periods ending in 2018, adjusted for applicable state income taxes, net of the related federal tax benefit. The fully taxable-equivalent adjustments included in interest income presented above were $57 million, $167 million and $167 million for the years ended December 31, 2018, 2017 and 2016, respectively, and were substantially related to tax-exempt securities (state and political subdivisions). (2) Non-U.S. non-interest-bearing deposits were $1,165 million, $762 million and $337 million as of December 31, 2018, 2017 and 2016, respectively. (3) NIM is calculated by dividing fully taxable-equivalent NII by average total interest-earning assets. State Street Corporation | 182 STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES (CONTINUED) The following table summarizes changes in fully taxable-equivalent interest income and interest expense due to changes in volume of interest-earning assets and interest-bearing liabilities, and due to changes in interest rates. Changes attributed to both volumes and rates have been allocated based on the proportion of change in each category. Years Ended December 31, (Dollars in millions; fully taxable-equivalent basis) Interest income related to: 2018 Compared to 2017 2017 Compared to 2016 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 $ 14 $ 147 $ 161 $ (15) $ 97 $ 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 (1) 95 — 102 (169) (131) 47 (9) (70) (122) 30 24 (15) (1) — — (24) 9 23 Net interest income $ (145) $ 47 (24) 1 222 (20) 32 142 (1) 220 766 19 87 55 12 — 7 105 79 364 402 46 71 1 324 (189) (99) 189 (10) 150 644 49 111 40 11 — 7 81 88 $ 387 257 $ (2) (24) — (58) (15) (22) 59 (4) — (81) (48) 4 2 — — (1) 4 (11) (50) (31) $ (26) 142 (1) 91 8 (75) 85 (5) 161 477 (7) 15 112 1 — 4 44 57 226 251 $ 82 (28) 118 (1) 33 (7) (97) 144 (9) 161 396 (55) 19 114 1 — 3 48 46 176 220 State Street Corporation | 183 Quarterly Summarized Financial Information (Unaudited) (Dollars in millions, except per share amounts; shares in thousands) Total fee revenue Interest income Interest expense Net interest income Gains (losses) related to investment securities, net Total revenue Provision for loan losses Total expenses Income before income tax expense Income tax expense (benefit) Net income Net income available to common shareholders Earnings per common share(1): Basic Diluted Average common shares outstanding: Basic Diluted 4Q18 3Q18 2Q18 1Q18 4Q17 3Q17 2Q17 1Q17 $ 2,289 $ 2,280 $ 2,358 $ 2,378 $ 2,230 $ 2,242 $ 2,235 $ 2,198 982 285 697 — 916 244 672 (1) 907 248 659 9 2,986 2,951 3,026 8 5 2 2,474 2,079 2,159 504 65 439 398 $ $ 867 102 765 709 $ $ 865 131 734 698 $ $ 857 214 643 (2) 3,019 — 2,256 763 102 661 605 $ $ 1.05 $ 1.89 $ 1.91 $ 1.65 $ 1.04 1.87 1.88 1.62 797 181 616 — 761 158 603 1 700 125 575 — 650 140 510 (40) 2,846 2,846 2,810 2,668 (2) 3 3 (2) 2,131 2,021 2,031 2,086 717 347 370 334 .91 .89 $ $ $ 822 137 685 629 $ $ 776 156 620 584 $ $ 1.69 $ 1.56 $ 1.66 1.53 584 82 502 446 1.17 1.15 $ $ $ 379,741 374,963 365,619 367,439 369,934 372,765 375,395 381,224 383,651 379,383 370,410 372,619 375,477 378,518 380,915 386,417 Dividends per common share $ .47 $ .47 $ .42 $ .42 $ .42 $ .42 $ .38 $ .38 (1) Basic and diluted earnings per common share for full-year 2018 and basic earnings per common share for full-year 2017 do not equal the sum of the four quarters for the year. State Street Corporation | 184 ABS AFS AIFMD AIRB(1) ALLL AMA AML AOCI APAC ASU AUC/A AUM BCBS BCRC BOC bps BRRD CAP CCAR CCO CD CET1(1) CFTC CIS CLO CMO COSO CRE CRO CRPC CVA DIF DOJ DOL ACRONYMS Asset-backed securities Available-for-sale Alternative Investment Fund Managers Directive Advanced Internal Ratings-Based Approach Allowance for loan and lease losses Advanced Measurement Approach Anti-money laundering GEAM G-SIB HQLA(1) HTM IDI ISDA LCR(1) General Electric Asset Management Global systemically important bank High-quality liquid assets Held-to-maturity Insured depository institution International Swaps and Derivatives Association Liquidity coverage ratio Accumulated other comprehensive income (loss) LDA model Loss distribution approach model Asia Pacific Accounting Standards Update Assets under custody and/or administration Assets under management Basel Committee on Banking Supervision Business Conduct Risk Committee Basel Oversight Committee Basis points Bank Recovery and Resolution Directive Capital adequacy process Comprehensive Capital Analysis and Review Chief Compliance Officer Certificates of deposit Common equity tier 1 Commodity Futures Trading Commission Corporate Information Security Collateralized loan obligations Collateralized mortgage obligations LIBOR LTD MBS MiFID MiFID II MiFIR MRAC MRC MVG NII NIM NOL NSFR(1) NYSE OCI OCC OCIO OFAC London Interbank Offered Rate Long-term debt Mortgage-backed securities Markets in Financial Instruments Directive Markets in Financial Instruments Directive II Markets in Financial Instruments Regulation Management Risk and Capital Committee Model Risk Committee Model Validation Group Net interest income Net interest margin Net Operating Loss Net stable funding ratio New York Stock Exchange Other comprehensive income (loss) Office of the Comptroller of the Currency Outsourced Chief Investment Officer Office of Foreign Assets Control Committee of Sponsoring Organizations of the Treadway Commission ORM Operational risk management Commercial real estate Chief Risk Officer Credit Risk & Policy Committee Credit valuation adjustment Deposit Insurance Fund Department of Justice Department of Labor E&A Committee Examining and Audit Committee EAD(1) ECB ECC Exposure-at-default European Central Bank Executive Compensation Committee EGRRCPA Economic Growth, Regulatory Relief, and Consumer Protection Act EMEA EMIR EPS ERISA ERM eSLR ETF EVE FASB FDIC FFELP FHLB FRBB FSB FSOC FX GAAP GCR GDPR Europe, Middle East, and Africa European Market Infrastructure Resolution Earnings per share Employee Retirement Income Security Act Enterprise Risk Management Enhanced supplementary leverage ratio Exchange-Traded Fund Economic value of equity Financial Accounting Standards Board Federal Deposit Insurance Corporation Federal Family Education Loan Program Federal Home Loan Bank of Boston Federal Reserve Bank of Boston Financial Stability Board Financial Stability Oversight Council Foreign exchange Generally accepted accounting principles Global credit review General Data Protection Regulation (1) As defined by the applicable U.S. regulations. OTC OTTI PCA Over-the-counter Other-than-temporary-impairment Prompt corrective action PCAOB Public Company Accounting Oversight Board PD(1) P&L RC ROE RWA(1) SCB SCCL SEC SERP SIFI SLB SLR(1) SOX SPDR Probability-of-default Profit-and-loss Risk Committee Return on average common equity Risk-weighted asset Stress Capital Buffer Single-counterparty credit limits Securities and Exchange Commission Supplemental executive retirement plans Systemically important financial institutions Stress Leverage Buffer Supplementary leverage ratio Sarbanes-Oxley Act of 2002 Spider; Standard and Poor's depository receipt SPOE Strategy Single Point of Entry Strategy SSIF TCJA TLAC(1) TMRC TOPS TORC UCITS U.K. FCA U.K. PRA UOM VaR VIE VIX State Street Intermediate Funding, LLC Tax Cuts and Jobs Act Total loss-absorbing capacity Trading and Markets Risk Committee Technology and Operations Committee Technology and Operational Risk Committee Undertakings for Collective Investments in Transferable Securities United Kingdom Financial Conduct Authority United Kingdom Prudential Regulation Authority Unit of measure Value-at-Risk Variable interest entity Volatility Index State Street Corporation | 185 GLOSSARY Asset-backed securities: A financial security backed by collateralized assets, other than real estate or mortgage backed securities. Assets under custody and/or administration: Assets that we hold directly or indirectly on behalf of clients under a safekeeping or custody arrangement or for which we provide administrative services for clients. To the extent that we provide more than one AUC/A service for a client’s assets, the value of the asset is only counted once in the total amount of AUC/A. Assets under management: The total market value of client assets for which we provide investment management strategy services, advisory services and/or distribution services generating management fees based on a percentage of the assets’ market values. These client assets are not included on our balance sheet. Beacon: A multi-year program, announced in October 2015, to create cost efficiencies through changes in our operational processes and to further digitize our processes and interfaces with our clients. Certificates of deposit: A savings certificate with a fixed maturity date, specified fixed interest rate and can be issued in any denomination aside from minimum investment requirements. A CD restricts access to the funds until the maturity date of the investment. Collateralized loan obligations: A security backed by a pool of debt, primarily senior secured leveraged loans. CLOs are similar to collateralized mortgage obligations, except for the different type of underlying loan. With a CLO, the investor receives scheduled debt payments from the underlying loans, assuming most of the risk in the event borrowers default, but is offered greater diversity and the potential for higher-than-average returns. Commercial real estate: Property intended to generate profit from capital gains or rental income. CRE loans are term loans secured by commercial and multifamily properties with strong competitive positions in major domestic markets, stable cash flows, modest leverage and experienced institutional ownership. High-quality liquid assets: Cash or assets that can be converted into cash at little or no loss of value in private markets and are considered unencumbered. Investment grade: Loans and leases that 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. Liquidity coverage ratio: A Basel III framework requirement for banks and bank holding companies to measure liquidity. It is designed to ensure that certain banking institutions, including us, maintain a minimum amount of unencumbered HQLA sufficient to withstand the net cash outflow under a hypothetical standardized acute liquidity stress scenario for a 30-day stress period. The ratio of our encumbered high-quality liquid assets divided by our total net cash outflows over a 30-day stress period. Net asset value: The amount of net assets attributable to each share of capital stock (other than senior securities, such as, preferred stock) outstanding at the close of the period. Net stable funding ratio: The ratio of the amount of available stable funding relative to the amount of required stable funding. This ratio should be equal to at least 100% on an ongoing basis. Other-than-temporary-impairment: Impairment charge taken on a security whose fair value has fallen below its carrying value on balance sheet and its value is not expected to recover through the holding period of the security. Probability of default: An internal risk rating that indicates the likelihood that a credit obligor will enter into default status. Qualified financial contracts: Securities contracts, commodity contracts, forward contracts, repurchase agreements, swap agreements and any other contract determined by the FDIC to be a qualified financial contract. Deposit beta: A measure of how much of an interest rate increase is expected to be passed on to client interest-bearing accounts, on average. Risk-weighted assets: A measurement used to quantify risk inherent in our on and off-balance sheet assets by adjusting the asset value for risk. RWA is used in the calculation of our risk-based capital ratios. Depot bank: A German term, specified by the country's law on investment companies, which essentially corresponds to 'custodian'. Doubtful: Loans and leases meet the same definition of substandard loans and leases (i.e., well-defined weaknesses that jeopardize repayment with the possibility that we will sustain some loss) with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable. Economic value of equity: Long-term interest rate risk measure designed to estimate the fair value of assets, liabilities and off-balance sheet instruments based on a discounted cash flow model. Exchange-Traded Fund: A type of exchange-traded investment product that offer investors a way to pool their money in a fund that makes investments in stocks, bonds, or other assets and, in return, to receive an interest in that investment pool. ETF shares are traded on a national stock exchange and at market prices that may or may not be the same as the net asset value. Exposure-at-default: A parameter used in the calculation of regulatory capital under Basel III. It can be defined as the expected amount of loss a bank may be exposed to upon default of an obligor. Global systemically important bank: A financial institution whose distress or disorderly failure, because of its size, complexity and systemic interconnectedness, would cause significant disruption to the wider financial system and economic activity, which will be subject to additional capital requirements. Held-to-maturity investment securities: We classify investments in debt securities as held-to-maturity only if we have the positive intent and ability to hold those securities to maturity. Investments in debt securities classified as held-to-maturity are measured subsequently at amortized cost in the statement of financial position. Special mention: Loans and leases that consist of counterparties with potential weaknesses that, if uncorrected, may result in deterioration of repayment prospects. Speculative: Loans and leases that consist of counterparties that face ongoing uncertainties or exposure to business, financial, or economic downturns. However, these counterparties may have financial flexibility or access to financial alternatives, which allow for financial commitments to be met. Substandard: Loans and leases that consist of counterparties with well-defined weakness that jeopardizes repayment with the possibility we will sustain some loss. Supplementary leverage ratio: The ratio of our tier 1 capital to our total leverage exposure, which measures our capital adequacy relative to our on and off-balance sheet assets. Total loss-absorbing capacity: The sum of our tier 1 regulatory capital plus eligible external long-term debt issued by us. Value-at-Risk: Statistical model used to measure the potential loss in value of a portfolio that could occur in normal markets condition, over a defined holding period, within a certain confidence level. Variable interest entity: An entity that: (1) lacks enough equity investment at risk to permit the entity to finance its activities without additional financial support from other parties; (2) has equity owners that lack the right to make significant decisions affecting the entity’s operations; and/or (3) has equity owners that do not have an obligation to absorb or the right to receive the entity’s losses or return. State Street Corporation | 186 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES State Street has established and maintains disclosure controls and procedures that are designed to ensure that material information related to State Street and its subsidiaries on a consolidated basis required to be disclosed in its reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to State Street's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. For the year ended December 31, 2018, 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, 2018. State Street has also established and maintains internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in conformity with U.S. GAAP. In the ordinary course of business, State Street routinely enhances its internal controls and procedures for financial reporting by either upgrading its current systems or implementing new systems. Changes have been made and may be made to State Street's internal controls and procedures for financial reporting as a result of these efforts. During the quarter ended December 31, 2018, no change occurred in State Street's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, State Street's internal control over financial reporting. State Street Corporation | 187 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 U.S. 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, 2018. Management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2018 did not include the internal controls of Charles River Systems, Inc., which we acquired on October 1, 2018 and is included in our 2018 consolidated financial statements. In the aggregate, Charles River Systems, Inc. constituted less than 1% of our total assets and total shareholders' equity as of December 31, 2018 and approximately 1% and 2% of our total revenues and net income, respectively, for the year then ended. 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, 2018, 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. State Street Corporation | 188 Report of Ernst & Young LLP, Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of State Street Corporation Opinion on Internal Control over Financial Reporting We have audited State Street Corporation’s (the “Corporation”) internal control over financial reporting as of December 31, 2018, 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”). In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria. As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Charles River Systems, Inc., which is included in the 2018 consolidated financial statements of the Corporation and constituted less than 1% of total assets and total shareholders’ equity as of December 31, 2018, and approximately 1% and 2% of total revenues and net income, respectively, for the year then ended. Our audit of internal control over financial reporting of the Corporation also did not include an evaluation of the internal control over financial reporting of Charles River Systems, Inc. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the 2018 consolidated financial statements of the Corporation and our report dated February 21, 2019 expressed an unqualified opinion thereon. Basis for Opinion The Corporation's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Boston, Massachusetts February 21, 2019 State Street Corporation | 189 ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information concerning our directors will appear in our Proxy Statement for the 2019 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A on or before April 30, 2019, referred to as the 2019 Proxy Statement, under the caption "Election of Directors." Information concerning compliance with Section 16(a) of the Exchange Act will appear in our 2019 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 2019 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 2019 Proxy Statement under the caption "Executive Compensation." Such information is incorporated herein by reference. State Street Corporation | 190 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 2019 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, 2018. 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: (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)) Equity compensation plans approved by shareholders Equity compensation plans not approved by shareholders Total 8,132 (2) $ 24 (3) 8,156 — — — 23,573 — 23,573 (1) Excludes deferred stock awards and performance awards for which there is no exercise price. (2) Consists of 5,975 shares subject to deferred stock awards, zero shares subject to stock options, zero stock appreciation rights and 2,157 shares subject to performance awards (assuming payout at 100% for all awards, including awards for which performance is uncertain). (3) Consists of shares subject to deferred stock awards. Individual directors who are not our employees have received stock awards and cash retainers, both of which may be deferred. Directors may elect to receive shares of our common stock in place of cash. If payment is in the form of common stock, the number of shares is determined by dividing the approved cash amount by the closing price on the date of the annual shareholders' meeting or date of grant, if different. All deferred shares, whether stock awards or common stock received in place of cash retainers, are increased to reflect dividends paid on the common stock and, for certain directors, may include share amounts in respect of an accrual under a terminated retirement plan. Pursuant to State Street’s Deferred Compensation Plan for Directors, non-employee directors may elect to defer the receipt of 0% or 100% of their (1) retainers, (2) meeting fees or (3) annual equity grant award. Non- employee directors also may elect to receive their retainers in cash or shares of common stock. Non- employee directors who elect to defer the cash payment of their retainers or meeting fees may choose from four notional investment fund returns for such deferred cash. Deferrals of common stock are adjusted to reflect the hypothetical reinvestment in additional shares of common stock for any dividends or distributions on State Street common stock. Deferred amounts will be paid (a) as elected by the non-employee director, on either the date of their termination of service on the Board or on the earlier of such termination and a future date specified, and (b) in the form elected by the non- employee director as either a lump sum or in installments over a two- to five-year period. Stock awards totaling 217,867 shares of common stock were outstanding as of December 31, 2018; awards made through June 30, 2003, totaling 23,606 shares outstanding as of December 31, 2018, have not been approved by shareholders. There are no other equity compensation plans under which our equity securities are authorized for issuance that have been adopted without shareholder approval. Awards of stock made or retainer shares paid to individual directors after June 30, 2003 have been or will be made under our 1997, 2006 or 2017 Equity Incentive Plan, which were approved by shareholders. State Street Corporation | 191 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information concerning certain relationships and related transactions and director independence will appear in our 2019 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 2019 Proxy Statement under the caption “Examining and Audit Committee Matters.” Such information is incorporated herein by reference. PART IV. 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, 2018, 2017 and 2016 Consolidated Statement of Comprehensive Income - Years ended December 31, 2018, 2017 and 2016 Consolidated Statement of Condition - As of December 31, 2018 and 2017 Consolidated Statement of Changes in Shareholders' Equity - Years ended December 31, 2018, 2017 and 2016 Consolidated Statement of Cash Flows - Years ended December 31, 2018, 2017 and 2016 Notes to Consolidated Financial Statements (A)(2) FINANCIAL STATEMENT SCHEDULES Certain schedules to the consolidated financial statements have been omitted if they were not required by Article 9 of Regulation S-X or if, under the related instructions, they were inapplicable, or the information was contained elsewhere herein. (A)(3) EXHIBITS The exhibits listed in the Exhibit Index preceding the signature page in this Form 10-K are filed herewith or are incorporated herein by reference to other SEC filings. ITEM 16. FORM 10-K SUMMARY Not applicable. State Street Corporation | 192 * 3.1 * 3.2 * 4.1 (P) * 4.2 * 4.3 * 4.4 * 4.5 * 4.6 * 4.7 * 10.1† * 10.2† * 10.3† 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 September 30, 2018 filed with the SEC on October 31, 2018 and incorporated herein by reference) By-Laws, as amended (filed as Exhibit 3.2 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) Deposit Agreement dated April 11, 2016, among State Street Corporation, American Stock Transfer & Trust Company, LLC (as depositary) and the holders from time to time of depositary receipts (filed as Exhibit 4.1 to State Street's Current Report on Form 8-K (File No. 001-7511) dated April 11, 2016 filed with the SEC on April 11, 2016 and incorporated herein by reference) Deposit Agreement dated September 27, 2018, among State Street Corporation, American Stock Transfer & Trust Company, LLC (as depositary) and the holders from time to time of the depositary receipts (filed as Exhibit 4.3 to State Street’s Current Report on Form 8-K (File No. 001-07511) filed with the SEC on September 27, 2018 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 (filed as Exhibit 10.2 to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2016 filed with the SEC on February 17, 2017 and incorporated herein by reference) Supplemental Cash Incentive Plan, as amended, First Amendment thereto, and form of award agreement thereunder (filed as Exhibit 10.3 to State Street's Quarterly Report on Form 10-Q (File No. 001-07511) for the quarter ended March 31, 2018 filed with the SEC on May 3, 2018 and incorporated herein by reference) * 10.4† Second Amendment to the Supplemental Cash Incentive Plan State Street Corporation | 193 * 10.5† * 10.6† * 10.7† * 10.8† * 10.9† * 10.10† * 10.11† * 10.12† * 10.13† * 10.14 SSGA Long Term Incentive Plan, as amended and restated, and form of award agreement thereunder (filed as Exhibit 10.5 to State Street's Quarterly Report on Form 10-Q (File No. 001-07511) for the quarter ended March 31, 2018 filed with the SEC on May 3, 2018 and incorporated herein by reference) Second Amendment to the SSGA Long Term Incentive Plan 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) State Street's 2017 Stock Incentive Plan, and forms of award agreements thereunder (filed as Exhibit 10.4 to State Street's Quarterly Report on Form 10-Q (File No. 001-07511) for the quarter ended March 31, 2018 filed with the SEC on May 3, 2018 and incorporated herein by reference) State Street’s Management Supplemental Savings Plan, Amended and Restated, as amended (filed as Exhibit 10.10 to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2016 filed with the SEC on February 17, 2017 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) Deferred Compensation Plan for Directors of State Street Corporation, Restated January 1, 2019 Deferred Prosecution Agreement dated January 17, 2017 between State Street Corporation and the U.S. Department of Justice and United States Attorney for the District of Massachusetts (filed as Exhibit 10.14 to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2016 filed with the SEC on February 17, 2017 and incorporated herein by reference) * 10.15† Description of compensation arrangements for non-employee directors * 10.16† * 10.17A† * 10.17B† * 10.17C† * 10.17D† State Street’s Executive Compensation Trust Agreement dated June 1, 2002 (Rabbi Trust), as amended (filed as Exhibit 10.22 to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2017 filed with the SEC on February 26, 2018 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) State Street Corporation | 194 * 10.18† * 10.19† * 10.20† * 10.21† * 10.22† 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) 2016 State Street Corporation Senior Executive Annual Incentive Plan (filed as Exhibit 10.19 to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2016 filed with the SEC on February 17, 2017 and incorporated herein by reference) Form of amended and restated employment agreement entered into on December 13, 2018 with each of Joseph L. Hooley, Ronald P. O'Hanley, Eric W. Aboaf, Andrew Erickson and Cyrus Taraporevala (filed as Exhibit 10.1 to State Street's Current Report on Form 8-K (File No. 001-07511) filed with the SEC on December 14, 2018 and incorporated herein by reference) Terms of Employment for Jeffrey N. Carp dated November 11, 2005, as amended (filed as Exhibit 10.9 to State Street's Annual Report on Form 10-K (File No. 001-07511) for the year ended December 31, 2015 and filed with the SEC on February 19, 2016 and incorporated herein by reference) Employment Letter Agreements entered into with Andrew Erickson dated August 21, 2012, November 19, 2012, and May 25, 2016 (filed as Exhibit 10.2 to State Street’s Quarterly Report on Form 10-Q (File No. 001-07511) filed with the SEC on May 3, 2018 and incorporated herein by reference) * 10.23† Employment Letter Agreement entered into with Eric Aboaf dated September 22, 2016 (filed as Exhibit 10.1 to State Street's Current Report on Form 8-K (File No. 001-07511) dated September 28, 2016 filed with the SEC on September 28, 2016 and incorporated herein by reference) * 10.24† State Street Corporation Incentive Compensation Program, Effective January 1, 2019 * 10.25† State Street Corporation Cash Award Plan, Effective January 1, 2019 * 21 * 23 31.1 31.2 32 Subsidiaries of State Street Corporation Consent of Independent Registered Public Accounting Firm Rule 13a-14(a)/15d-14(a) Certification of Chairman 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 the SEC, but not printed herein 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, 2018, 2017 and 2016, (ii) consolidated statement of comprehensive income for the years ended December 31, 2018, 2017 and 2016, (iii) consolidated statement of condition as of December 31, 2018 and December 31, 2017, (iv) consolidated statement of changes in shareholders' equity for the years ended December 31, 2018, 2017 and 2016, (v) consolidated statement of cash flows for the years ended December 31, 2018, 2017 and 2016, and (vi) notes to consolidated financial statements. State Street Corporation | 195 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 21, 2019, hereunto duly authorized. SIGNATURES STATE STREET CORPORATION By /s/ ERIC W. ABOAF ERIC W. ABOAF, Executive Vice President and Chief Financial Officer By /s/ IAN W. APPLEYARD IAN W. APPLEYARD, Executive Vice President, Global Controller and Chief Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 21, 2019 by the following persons on behalf of the registrant and in the capacities indicated. OFFICERS: /s/ RONALD P. O'HANLEY RONALD P. O'HANLEY, President and Chief Executive Officer /s/ ERIC W. ABOAF ERIC W. ABOAF, Executive Vice President and Chief Financial Officer /s/ IAN W. APPLEYARD IAN W. APPLEYARD, Executive Vice President, Global Controller and Chief Accounting Officer 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/ RONALD P. O'HANLEY RONALD P. O'HANLEY /s/ SARA MATHEW SARA MATHEW /s/ WILLIAM L. MEANEY WILLIAM L. MEANEY /s/ SEAN O'SULLIVAN SEAN O'SULLIVAN /s/ RICHARD P. SERGEL RICHARD P. SERGEL /s/ GREGORY L. SUMME GREGORY L. SUMME State Street Corporation | 196 EXHIBIT 31.1 I, Ronald P. O'Hanley, 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 21, 2019 By: /s/ RONALD P. O'HANLEY Ronald P. O'Hanley, President and Chief Executive Officer EXHIBIT 31.2 I, Eric W. Aboaf, 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 21, 2019 By: /s/ ERIC W. ABOAF Eric W. Aboaf, Executive Vice President and Chief Financial Officer SECTION 1350 CERTIFICATIONS EXHIBIT 32 To my knowledge, this Report on Form 10-K for the period ended December 31, 2018 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 21, 2019 By: Date: February 21, 2019 By: /s/ RONALD P. O'HANLEY Ronald P. O'Hanley, President and Chief Executive Officer /s/ ERIC W. ABOAF Eric W. Aboaf, Executive Vice President and Chief Financial Officer BOARD OF DIRECTORS March 19, 2019 Joseph L. Hooley Chairman, State Street Corporation Sara Mathew Retired Chairman and Chief Executive Officer, Dun & Bradstreet, commercial data and analytics firm Kennett F. Burnes William L. Meaney Lead Director, State Street Corporation Retired Chairman, President and Chief Executive Officer, Cabot Corporation, manufacturer of specialty chemicals and performance materials President, Chief Executive Officer and Director, Iron Mountain Inc., global storage and information management provider Patrick de Saint-Aignan Ronald P. O’Hanley Retired Managing Director and Advisory Director for Morgan Stanley, global financial services President and Chief Executive Officer, State Street Corporation Lynn A. Dugle Sean O’Sullivan Retired Chairman and Chief Executive Officer, Engility Holdings, Inc., technology consulting company Retired Group Managing Director and Group Chief Operating Officer, HSBC Holdings, plc., banking and financial services organization Amelia C. Fawcett Richard P. Sergel Chairman, Kinnevik AB, a long-term oriented investment company based in Sweden Retired President and Chief Executive Officer, North American Electric Reliability Corporation, self- regulatory authority for the bulk electricity system William C. Freda Gregory L. Summe Retired Senior Partner and Vice Chairman, Deloitte LLP, a global professional services firm Managing Partner and Founder, Glen Capital Partners, LLC, an alternative asset investment fund EXECUTIVE LEADERSHIP March 19, 2019 Ronald P. O’Hanley President and Chief Executive Officer Andrew P. Kuritzkes Executive Vice President and Chief Risk Officer Eric W. Aboaf Executive Vice President and Chief Financial Officer Louis D. Maiuri Executive Vice President and Chief Operating Officer Jeffrey N. Carp Executive Vice President, Chief Legal Officer and Secretary Donna M. Milrod Executive Vice President and Head of Global Clients Division Andrew J. Erickson Executive Vice President, Head of Global Services Elizabeth Nolan Executive Vice President, Chief Executive Officer for Europe, Middle East and Africa and Head of Global Delivery Hannah M. Grove Executive Vice President and Chief Marketing Officer Antoine Shagoury Executive Vice President and Global Chief Information Officer Kathryn M. Horgan Executive Vice President and Chief Human Resources and Citizenship Officer Cyrus Taraporevala Executive Vice President and President and Chief Executive Officer of State Street Global Advisors Karen C. Keenan Executive Vice President, Chief Administrative Officer and Head of Global Markets Australia Melbourne Sydney Austria Vienna Belgium Brussels Brunei Darussalam Jerudong Canada Montreal Toronto Vancouver Cayman Islands George Town, Grand Cayman Channel Islands Guernsey Saint Peter Port Jersey Saint Helier Denmark Copenhagen France Paris Germany Frankfurt Leipzig Munich India Bangalore Chennai Coimbatore Hyderabad Mumbai Pune Thane West Vijayawada Ireland Drogheda Dublin Kilkenny Naas STATE STREET WORLDWIDE Italy Milan Turin Japan Fukuoka Tokyo Luxembourg Luxembourg Malaysia Kuala Lumpur Netherlands Amsterdam Norway Trondheim People's Republic of China Beijing Hangzhou Hong Kong Shanghai Philippines Quezon City Taguig City Poland Gdansk Krakow Singapore Singapore South Korea Seoul Switzerland Zurich Taiwan Taipei City Thailand Bangkok United Arab Emirates Abu Dhabi Dubai United Kingdom England London Scotland Edinburgh United States California Irvine Los Angeles Redwood City Sacramento San Francisco Connecticut Stamford Florida Jacksonville Georgia Atlanta Illinois Chicago Indiana Indianapolis Massachusetts Boston Burlington Cambridge Hadley Quincy Missouri Kansas City New Jersey Clifton Princeton New York New York North Carolina Durham Pennsylvania Berwyn Texas Austin 2018 Annual Report to Shareholders 9 19-33478-0319 

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