Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
 
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
 
04-2456637
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)
 
One Lincoln Street
 
 
Boston,
Massachusetts
02111
 
 
617
786-3000
(Address of principal executive offices, and Zip Code)
(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common stock, $1 par value per share
 
STT
 
New York Stock Exchange
Depositary Shares, each representing a 1/4,000th ownership interest in a share of
 
STT.PRC
 
New York Stock Exchange
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
 
STT.PRD
 
New York Stock Exchange
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
 
STT.PRE
 
New York Stock Exchange
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
 
STT.PRG
 
New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per share
 
 
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 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 Exchange Act).  Yes    No  

The number of shares of the registrant’s common stock outstanding as of July 24, 2019 was 372,579,503.

 



STATE STREET CORPORATION
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 2019

TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Page
 
 
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
General
Overview of Financial Results
Consolidated Results of Operations
Total Revenue
Expenses
  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
Recent Accounting Developments
 
 
Quantitative and Qualitative Disclosures About Market Risk
Controls and Procedures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

State Street Corporation | 2



STATE STREET CORPORATION
 
TABLE OF CONTENTS
 
 
 
 
Page
Consolidated Financial Statements
 
Consolidated Statement of Income (Unaudited) for the three and six months ended June 30, 2019 and 2018
Consolidated Statement of Comprehensive Income (Unaudited) for the three and six months ended June 30, 2019 and 2018
Consolidated Statement of Condition as of June 30, 2019 (Unaudited) and December 31, 2018
Consolidated Statement of Changes in Shareholders' Equity (Unaudited) for the three and six months ended June 30, 2019 and 2018
Consolidated Statement of Cash Flows (Unaudited) for the six months ended June 30, 2019 and 2018
 
 
Notes to Consolidated Financial Statements (Unaudited)
 
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. Derivative Financial Instruments
Note 8. Offsetting Arrangements
Note 9. Commitments and Guarantees
Note 10. Contingencies
Note 11. Variable Interest Entities
Note 12. Shareholders' Equity
Note 13. Regulatory Capital
Note 14. Net Interest Income
Note 15. Expenses
Note 16. Occupancy Expense and Information Systems and Communications Expense
Note 17. Earnings Per Common Share
Note 18. Line of Business Information
Note 19. Revenue From Contracts with Customers
Note 20. Non-U.S. Activities
 
 
Review Report of Independent Registered Public Accounting Firm
 
 
PART II. OTHER INFORMATION
 
Item 6. Exhibits
Signatures




State Street Corporation | 3


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (Form 10-Q), 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 $32.75 trillion of AUC/A and $2.92 trillion of AUM as of June 30, 2019.
As of June 30, 2019, we had consolidated total assets of $241.54 billion, consolidated total deposits of $170.59 billion, consolidated total shareholders' equity of $25.45 billion and 39,483 employees. We operate in more than 100 geographic markets worldwide, including in the U.S., Canada, Europe, the Middle East and Asia.
Our operations are organized into two lines of business, Investment Servicing and Investment Management, which are defined based on products and services provided.
Additional information about our lines of business is provided in Line of Business Information in this Management's Discussion and Analysis and Note 18 to the consolidated financial statements in this Form 10-Q.
This Management's Discussion and Analysis is part of the Form 10-Q and updates the Management's Discussion and Analysis in our 2018 Annual Report on Form 10-K for the year ended December 31, 2018 previously filed with the SEC (2018 Form 10-K). You should read the financial information contained in this Management's Discussion and Analysis and elsewhere in this Form 10-Q in conjunction with the financial and other information contained in our 2018 Form 10-K and in Exhibit 99.2 to our Form 8-K dated May 2, 2019 (the 2018 Annual Financial Statements). Certain previously reported amounts presented in this Form 10-Q have been reclassified to conform to current-period presentation.
We prepare our consolidated financial statements in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in its application of certain accounting
 
policies that materially affect the reported amounts of assets, liabilities, equity, revenue and expenses.
The significant accounting policies that require us to make judgments, estimates and assumptions that are difficult, subjective or complex about matters that are uncertain and may change in subsequent periods include:
accounting for fair value measurements;
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. For additional information about these significant accounting policies refer to pages 115 to 116, “Significant Accounting Estimates” included under Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our 2018 Form 10-K. We did not change these significant accounting policies in the first six months of 2019.
Certain financial information provided in this Form 10-Q, including in this Management's Discussion and Analysis, is prepared on both a U.S. GAAP, or reported basis, and a non-GAAP basis, including certain non-GAAP measures used in the calculation of identified regulatory ratios. We measure and compare certain financial information on a non-GAAP basis, including information (such as capital ratios calculated under regulatory standards then scheduled to be effective in the future) that management uses in evaluating our business and activities.
Non-GAAP financial information should be considered in addition to, and not as a substitute for or superior to, financial information prepared in conformity with U.S. GAAP. Any non-GAAP financial information presented in this Form 10-Q, including this Management’s Discussion and Analysis, is reconciled to its most directly comparable then currently applicable regulatory ratio or U.S. GAAP-basis measure.
We further believe that our presentation of FTE NII, a non-GAAP measure, which reports non-taxable revenue, such as interest income associated with tax-exempt investment securities, on a FTE basis, facilitates an investor's understanding and analysis of our underlying financial performance and trends.

State Street Corporation | 4


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


We provide additional disclosures required by applicable bank regulatory standards, including supplemental qualitative and quantitative information with respect to regulatory capital (including market risk associated with our trading activities) and the LCR, summary results of semi-annual State Street-run stress tests which we conduct under the Dodd-Frank Act, and resolution plan disclosures required under the Dodd-Frank Act. These additional disclosures are accessible on the “Investor Relations” section of our corporate website at www.statestreet.com.
We have included our website address in this report as an inactive textual reference only. Information on our website is not incorporated by reference into this Form 10-Q.
We use acronyms and other defined terms for certain business terms and abbreviations, as defined in the acronyms list and glossary following the consolidated financial statements in this Form 10-Q.
Forward-Looking Statements
This Form 10-Q, 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, strategies, cost savings and transformation initiatives, investment portfolio performance, dividend and stock purchase programs, outcomes of legal proceedings, market growth, acquisitions, joint ventures and divestitures, client growth and new technologies, services and opportunities, as well as industry, governmental, regulatory, economic and market trends, initiatives and developments, the business environment and other matters that do not relate strictly to historical facts.
Terminology such as “plan,” “expect,” “intend,” “objective,” “forecast,” “outlook,” “believe,” “priority,” “anticipate,” “estimate,” “seek,” “may,” “will,” “trend,” “target,” “strategy” and “goal,” or similar statements or variations of such terms, are intended to identify forward-looking statements, although not all forward-looking statements contain such terms.
Forward-looking statements are subject to various risks and uncertainties, which change over time, are based on management's expectations and assumptions at the time the statements are made, and are not guarantees of future results. Management's expectations and assumptions, and the continued validity of the forward-looking statements, are subject
 
to change due to a broad range of factors affecting the 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 FX rates, the volume of client transaction activity, competitive pressures in the investment servicing and asset management industries, and the timing of revenue recognition with respect to 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;
the credit quality, credit-agency ratings and fair values of the securities in our investment securities portfolio, a deterioration or downgrade of which could lead to OTTI of such securities and the recognition of an impairment loss in our consolidated statement of income;

State Street Corporation | 5


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


our ability to attract deposits and other low-cost, short-term funding; our ability to manage the level and pricing of such deposits and the relative portion of our deposits that are determined to be operational under regulatory guidelines; and our ability to deploy deposits in a profitable manner consistent with our liquidity needs, regulatory requirements and risk profile;
the manner and timing with which the Federal Reserve and other U.S. and non-U.S. regulators implement or reevaluate the regulatory framework applicable to our operations (as well as changes to that framework), including implementation or modification of the Dodd-Frank Act and related stress testing and resolution planning requirements and implementation of international standards applicable to financial institutions, such as those proposed by the Basel Committee and European legislation (such as Undertakings for Collective Investments in Transferable Securities (UCITS) V, the Money Market Fund Regulation and the Markets in Financial Instruments Directive (MiFID II)/Markets in Financial Instruments Regulation (MiFIR)); among other consequences, these regulatory changes impact the levels of regulatory capital, long-term debt and liquidity we must maintain, acceptable levels of credit exposure to third parties, margin requirements applicable to derivatives, restrictions on banking and financial activities and the manner in which we structure and implement our global operations and servicing relationships. In addition, our regulatory posture and related expenses have been and will continue to be affected by heightened standards and changes in regulatory expectations for global systemically important financial institutions applicable to, among other things, risk management, liquidity and capital planning, resolution planning and compliance programs, as well as changes in governmental enforcement approaches to perceived failures to comply with regulatory or legal obligations;
adverse changes in the regulatory ratios that we are, or will be, required to meet, whether 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, acquisitions, investments in subsidiaries, dividends and stock repurchases, without which our growth plans, distributions to shareholders, share repurchase programs or other capital or corporate initiatives may be restricted;
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

State Street Corporation | 6


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


potential consequences of such review, including damage to our client relationships or our reputation and adverse actions or penalties imposed by governmental authorities;
our ability to expand our use of technology to enhance the efficiency, accuracy and reliability of our operations and our dependencies on information technology; to replace and consolidate systems, particularly those relying upon older technology, and to adequately incorporate resiliency and business continuity into our systems management; to implement robust management processes into our technology development and maintenance programs; and to control risks related to use of technology, including cyber-crime and inadvertent data disclosures;
our ability to identify and address threats to our information technology infrastructure and systems (including those of our third-party service providers); the effectiveness of our and our third party service providers' efforts to manage the resiliency of the systems on which we rely; controls regarding the access to, and integrity of, our and our clients' data; and complexities and costs of protecting the security of such systems and data;
the results of, and costs associated with, governmental or regulatory inquiries and investigations, litigation and similar claims, disputes, or civil or criminal proceedings;
changes or potential changes in the amount of compensation we receive from clients for our services, and the mix of services provided by us that clients choose;
the large institutional clients on which we focus are often able to exert considerable market influence and have diverse investment activities, and this, combined with strong competitive market forces, subjects us to significant pressure to reduce the fees we charge, to potentially significant changes in our AUC/A or our AUM in the event of the acquisition or loss of a client, in whole or in part, and to potentially significant changes in our revenue in the event a client re-balances or changes its investment approach, re-directs assets to lower- or higher-fee asset classes or changes the mix of products or services that it receives from us;
the potential for losses arising from our investments in sponsored investment funds;
 
the possibility that our clients will incur substantial losses in investment pools for which we act as agent; 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 protect our intellectual property rights; the possibility of errors in the quantitative models we use to manage our business; and the possibility that our controls will prove insufficient, fail or be circumvented;
changes or potential changes to the competitive environment, due to, among other things, regulatory and technological changes, the effects of industry consolidation and perceptions of us, as a suitable service provider or counterparty;
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 Systems, Inc. (CRD), and joint ventures will not achieve their anticipated financial, operational and product innovation benefits or will not be integrated successfully, or that the integration will take longer than anticipated; that expected synergies will not be achieved or unexpected negative synergies or liabilities will be experienced; that client and deposit retention goals will not be met; that other regulatory or operational challenges will be experienced; and that disruptions from the transaction will harm our relationships with our clients, our employees or regulators;

State Street Corporation | 7


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


our ability to integrate CRD'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;
our ability to recognize evolving needs of our clients and to develop products that are responsive to such trends and profitable to us; the performance of and demand for the products and services we offer; and the potential for new products and services to impose additional costs on us and expose us to increased operational risk;
our ability to grow revenue, manage expenses, attract and retain highly skilled people and raise the capital necessary to achieve our business goals and comply with regulatory requirements and expectations;
changes in accounting standards and practices; and
the impact of the U.S. tax legislation enacted in 2017, and changes in tax legislation and in the interpretation of existing tax laws by U.S. and non-U.S. tax authorities that affect the amount of taxes due.
Actual outcomes and results may differ materially from what is expressed in our forward-looking statements and from our historical financial results due to the factors discussed in this section and elsewhere in this Form 10-Q or disclosed in our other SEC filings. Forward-looking statements in this Form 10-Q should not be relied on as representing our expectations or assumptions as of any time subsequent to the time this Form 10-Q 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.

State Street Corporation | 8


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


OVERVIEW OF FINANCIAL RESULTS
TABLE 1: OVERVIEW OF FINANCIAL RESULTS
 
Three Months Ended June 30,
 
 
(Dollars in millions, except per share amounts)
2019
 
2018
 
% Change
Total fee revenue(1)
$
2,260

 
$
2,395

 
(6
)%
Net interest income
613

 
659

 
(7
)
Gains related to investment securities, net

 
9

 
nm

Total revenue(1)
2,873

 
3,063

 
(6
)
Provision for loan losses
1

 
2

 
(50
)
Total expenses(1)
2,154

 
2,170

 
(1
)
Income before income tax expense
718

 
891

 
(19
)
Income tax expense
131

 
158

 
(17
)
Net income
$
587


$
733

 
(20
)
Adjustments to net income:
 
 
 
 

Dividends on preferred stock(2)
$
(50
)
 
$
(36
)
 
39

Net income available to common shareholders
$
537

 
$
697

 
(23
)
Earnings per common share:
 
 
 
 

Basic
$
1.44

 
$
1.91

 
(25
)
Diluted
1.42

 
1.88

 
(24
)
Average common shares outstanding (in thousands):
 
 
 
 
 
Basic
373,773

 
365,619

 
2

Diluted
377,577

 
370,410

 
2

Cash dividends declared per common share
$
.47

 
$
.42

 
12

Return on average common equity
10.1
%
 
14.7
%
 
(460) bps

Pre-tax margin
25.0

 
29.1

 
(410)

 
 
 
 
 
 
 
Six Months Ended June 30,
 
 
(Dollars in millions, except per share amounts)
2019
 
2018
 
% Change
Total fee revenue(4)
$
4,520

 
$
4,810

 
(6
)%
Net interest income
1,286

 
1,302

 
(1
)
Gains (losses) related to investment securities, net
(1
)
 
7

 
nm

Total revenue(4)
5,805

 
6,119

 
(5
)
Provision for loan losses
5

 
2

 
150

Total expenses(4)
4,447

 
4,438

 

Income before income tax expense
1,353

 
1,679

 
(19
)
Income tax expense
258

 
287

 
(10
)
Net income
$
1,095

 
$
1,392

 
(21
)
Adjustments to net income:
 
 
 
 

Dividends on preferred stock(2)
$
(105
)
 
$
(91
)
 
15

Earnings allocated to participating securities(3)
(1
)
 
(1
)
 

Net income available to common shareholders
$
989

 
$
1,300

 
(24
)
Earnings per common share:
 
 
 
 

Basic
$
2.63

 
$
3.55

 
(26
)
Diluted
2.61

 
3.50

 
(25
)
Average common shares outstanding (in thousands):
 
 
 
 
 
Basic
375,832

 
366,524

 
3

Diluted
379,465

 
371,415

 
2

Cash dividends declared per common share
$
.94

 
$
.84

 
12

Return on average common equity
9.4
%
 
13.7
%
 
(430) bps
Pre-tax Margin
23.3

 
27.4

 
(410)
 
 
(1) CRD contributed approximately $87 million and $46 million in total revenue and total expenses, respectively, in the three months ended June 30, 2019. Revenue includes approximately $82 million in processing fees and other revenue and $5 million in brokerage and other trading services within foreign exchange trading services, and expenses include approximately $34 million in compensation and employee benefits and $12 million in other expense lines. In addition, CRD-related expenses in the three months ended June 30, 2019 include $17 million in amortization of other intangible assets.
(2) Additional information about our preferred stock dividends is provided in Note 12 to the consolidated financial statements in this Form 10-Q.
(3) Represents the portion of net income available to common equity allocated to participating securities, composed of unvested and fully vested SERP (Supplemental executive retirement plans) shares and fully vested deferred director stock awards, which are equity-based awards that contain non-forfeitable rights to dividends, and are considered to participate with the common stock in undistributed earnings.
(4) CRD contributed approximately $183 million and $87 million in total revenue and total expenses, respectively, in the six months ended June 30, 2019. Revenue includes approximately $174 million in processing fees and other revenue and $9 million in brokerage and other trading services within foreign exchange trading services, and expenses include approximately $65 million in compensation and employee benefits and $22 million in other expense lines. In addition, CRD-related expenses in the six months ended June 30, 2019 include $32 million in amortization of other intangible assets.
nm Not meaningful

State Street Corporation | 9


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


The following “Financial Results and Highlights” section provides information related to significant events, as well as highlights of our consolidated financial results in the second quarter of 2019 presented in Table 1: Overview of Financial Results. More detailed information about our consolidated financial results, including comparisons of our financial results for the three and six months ended June 30, 2019 compared to the same periods in 2018, 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-Q. In this Management’s Discussion and Analysis, where we describe the effects of changes in FX rates, those effects are determined by applying applicable weighted average FX rates from the relevant 2018 period to the relevant 2019 period results.
Financial Results and Highlights
EPS of $1.42 in the second quarter of 2019 decreased 24% compared to $1.88 in the same period in 2018.
The impact of notable items in both the second quarters of 2019 and 2018 includes:
acquisition and restructuring costs of $12 million, consisting primarily of acquisition costs related to CRD in the second quarter of 2019 and;
a $77 million repositioning charge, consisting of $61 million of compensation and employee benefits and $16 million of occupancy costs in the second quarter of 2018.
We continue to execute against our previously announced expense savings program, which achieved $100 million in gross savings during the second quarter of 2019 through expense savings of approximately $60 million in resource discipline initiatives and $40 million in process re-engineering and automation benefits.
In the six months ended June 30, 2019, we achieved a total of $175 million of gross savings under our previously announced 2019 expense savings program, including approximately $90 million in resource discipline initiatives and approximately $85 million in process re-engineering and automation benefits. We now expect the expense savings program to generate a total of $400 million in gross savings in 2019, a $50 million increase from our previously announced estimate.
 
In the second quarter of 2019, return on equity of 10.1% decreased from 14.7% in the same period in 2018. Pre-tax margin of 25.0% in the second quarter of 2019 decreased from 29.1% in the same period in 2018.
Operating leverage was (5.5)% in the second quarter of 2019. Operating leverage represents the difference between the percentage change in total revenue and the percentage change in total expenses, in each case relative to the prior year period.
We repurchased $300 million of our common stock in the second quarter of 2019 under our common stock purchase program announced in June 2018 (the 2018 Program).
Revenue
Total revenue and fee revenue both decreased 6% in the second quarter of 2019 compared to the same period in 2018, primarily driven by decreases in servicing fees, foreign exchange trading services and securities finance revenues and, in the case of total revenue, by NII. These decreases were partially offset by higher processing fees and other revenue in the second quarter of 2019, which includes revenue from CRD.
Total revenues contributed by CRD in the second quarter of 2019 were approximately $87 million, including $82 million in processing fees and other revenue and $5 million in brokerage and other trading services, within foreign exchange trading services.
Servicing fee revenue decreased 9% in the second quarter of 2019 compared to the same period in 2018, primarily due to challenging industry conditions including fee pressure, lower client activity and a previously announced client transition, partially offset by new business.
Management fee revenue decreased 5% in the second quarter of 2019 compared to the same period in 2018, primarily reflecting the run rate impact of late 2018 outflows and mix changes away from higher fee products, partially offset by higher average equity market levels.
Foreign exchange trading services decreased 13% in the second quarter of 2019 compared to the same period in 2018 primarily due to lower market volatility and spreads.

State Street Corporation | 10


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


Securities finance revenue decreased 18% in the second quarter of 2019 compared to the same period in 2018, primarily driven by balance sheet optimization efforts in the second half of 2018.
Processing fees and other revenue increased 110% in the second quarter of 2019 compared to the same period in 2018, primarily due to $82 million from CRD, which we acquired in October 2018.
NII decreased 7% in the second quarter of 2019 compared to the same period in 2018, primarily due to lower non-interest-bearing deposit balances and accelerated MBS premium amortization from falling long-end rates.
Expenses
Total expenses decreased 1% in the second quarter of 2019 compared to the same period in 2018, primarily reflecting the absence of prior year repositioning costs as well as savings from our previously announced expense savings program, partially offset by the impact of the CRD acquisition and increased technology investments.
Total expenses contributed by CRD in the second quarter of 2019 were approximately $46 million, including $34 million in compensation and employee benefits, and $12 million in other expense lines. In addition, CRD-related expenses in the second quarter of 2019 included $17 million in amortization of other intangible assets.
AUC/A and AUM
AUC/A decreased 3% as of June 30, 2019 compared to June 30, 2018, primarily due to the near completion of a previously announced client transition, partially offset by higher market levels. In the second quarter of 2019, newly announced asset servicing mandates totaled approximately $390 billion. Servicing assets remaining to be installed in future periods totaled approximately $575 billion as of June 30, 2019.
AUM increased 7% as of June 30, 2019 compared to June 30, 2018, primarily driven by higher equity markets and growth from institutional and ETF inflows, partially offset by cash outflows.
 
Capital
In the second quarter of 2019, we returned a total of approximately $475 million to our shareholders in the form of common stock dividends and share purchases.
We declared aggregate common stock dividends of $0.47 per share, totaling $175 million in the second quarter of 2019, compared to $0.42 per share, totaling $153 million in the second quarter of 2018, representing an increase of approximately 12% on a per share basis.
In the second quarter of 2019, we acquired 4.6 million shares of common stock at an average per share cost of $65.25 and an aggregate cost of approximately $300 million under the 2018 Program.
In June 2019, the Federal Reserve issued a non-objection to our capital plan included as part of our 2019 Comprehensive Capital Analysis and Review (CCAR) submission. Pursuant to that plan:
Our Board authorized a new common stock purchase program for the purchase of up to $2.0 billion of our common stock from July 1, 2019 through June 30, 2020 (the 2019 Program).
We expect to increase our quarterly common stock dividend to $0.52 per share beginning in the third quarter of 2019, subject to Board approval, representing an 11% increase on a per share basis.
Our standardized CET1 capital ratio decreased to 11.5% as of June 30, 2019 compared to 11.7% as of December 31, 2018, and Tier 1 leverage ratio increased to 7.6% as of June 30, 2019 compared to 7.2% as of December 31, 2018.

State Street Corporation | 11


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 the three and six months ended June 30, 2019 compared to the same periods in 2018, and should be read in conjunction with the consolidated financial statements and accompanying condensed notes to the consolidated financial statements in this Form 10-Q.
Total Revenue
TABLE 2: TOTAL REVENUE
 
Three Months Ended June 30,
 
 
(Dollars in millions)
2019
 
2018
 
% Change
Fee revenue:
 
 
 
 
 
Servicing fees
$
1,252

 
$
1,381

 
(9
)%
Management fees
441

 
465

 
(5
)
Foreign exchange trading services(1)
273

 
315

 
(13
)
Securities finance
126

 
154

 
(18
)
Processing fees and other(1)
168

 
80

 
110

Total fee revenue(1)
2,260

 
2,395

 
(6
)
Net interest income:
 
 
 
 
 
   Interest income
1,007

 
907

 
11

   Interest expense
394

 
248

 
59

Net interest income
613

 
659

 
(7
)
Gains related to investment securities, net

 
9

 
nm

Total revenue(1)
$
2,873

 
$
3,063

 
(6
)
 
 
 
 
 
 
 
Six Months Ended June 30,
 
 
(Dollars in millions)
2019
 
2018
 
% Change
Fee revenue:
 
 
 
 
 
Servicing fees
$
2,503

 
$
2,802

 
(11
)%
Management fees
861

 
937

 
(8
)
Foreign exchange trading services(2)
553

 
619

 
(11
)
Securities finance
244

 
295

 
(17
)
Processing fees and other(2)
359

 
157

 
129

Total fee revenue(2)
4,520

 
4,810

 
(6
)
Net interest income:
 
 
 
 

Interest income
2,034

 
1,764

 
15

Interest expense
748

 
462

 
62

Net interest income
1,286

 
1,302

 
(1
)
Gains related to investment securities, net
(1
)
 
7

 
nm

Total revenue(2)
$
5,805

 
$
6,119

 
(5
)
 
 
(1)CRD contributed approximately $87 million in total revenue in the three months ended June 30, 2019, including approximately $82 million in processing fees and other revenue and $5 million in brokerage and other trading services within foreign exchange trading services.
(2) CRD contributed approximately $183 million in total revenue in the six months ended June 30, 2019, including approximately $174 million in processing fees and other revenue and $9 million in brokerage and other trading services within foreign exchange trading services.
nm Not meaningful
 
Fee Revenue
Table 2: Total Revenue, provides the breakout of fee revenue in both the three and six months ended June 30, 2019 and 2018. Servicing and management fees collectively made up approximately 75% and 74% of the total fee revenue in the three and six months ended June 30, 2019, respectively, compared to approximately 77% and 78% in the same periods in 2018, respectively.
Servicing Fee Revenue
Generally, our servicing fee revenues are affected by several factors including changes in market valuations, client activity and asset flows, net new business and the manner in which we price our services. We provide a range of services to our clients, including core custody services, accounting, reporting and administration and middle office services, and the nature and mix of services provided affects our servicing fees. The basis for fees will differ across regions and clients. On average and over time, 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 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 five years ended December 31, 2018, we estimate that worldwide market valuations impacted our servicing fee revenues by approximately (2)% to 5% annually. See Table 3: Daily Averages, Month-End Averages and Quarter-End Equity Indices for selected indices. While the specific indices presented are indicative of general market trends, the asset types and classes relevant to individual client portfolios can and do differ, and the performance of associated relevant indices and of client portfolios can therefore differ from the performance of the indices presented. In addition, our asset classifications may differ from those industry classifications presented.

State Street Corporation | 12


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


We estimate, using relevant information as of June 30, 2019 and assuming that all other factors remain constant, that:
A 10% increase or decrease in worldwide equity valuations, on a weighted average basis, over the relevant periods for which our servicing fees are calculated, would result in a corresponding change in our total servicing fee revenues, on average and over time, of approximately 3%; and
A 10% increase or decrease in worldwide fixed income valuations, on a weighted average basis, over the relevant periods for which our servicing fees are calculated, would result in a corresponding change in our total servicing fee revenues, on average and over time, of approximately 1%.
TABLE 3: DAILY AVERAGES, MONTH-END AVERAGES AND QUARTER-END EQUITY INDICES(1)
 
Daily Averages of Indices
 
Month-End Averages of Indices
 
Quarter-End Indices
 
Three Months Ended June 30,
 
Three Months Ended June 30,
 
As of June 30,
 
2019
 
2018
 
% Change
 
2019
 
2018
 
% Change
 
2019
 
2018
 
% Change
S&P 500®
2,882

 
2,703

 
7
 %
 
2,880

 
2,691

 
7
 %
 
2,942

 
2,718

 
8
 %
MSCI EAFE®
1,888

 
2,018

 
(6
)
 
1,887

 
1,996

 
(5
)
 
1,922

 
1,959

 
(2
)
MSCI® Emerging Markets

1,045

 
1,138

 
(8
)
 
1,044

 
1,118

 
(7
)
 
1,055

 
1,070

 
(1
)
HFRI Asset Weighted Composite®
NA

 
NA

 
NA

 
1,441

 
1,406

 
2

 
1,460

 
1,410

 
4

 
Daily Averages of Indices
 
Month-End Averages of Indices
 
Six Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
% Change
 
2019
 
2018
 
% Change
S&P 500®
2,803

 
2,718

 
3
 %
 
2,827

 
2,708

 
4
 %
MSCI EAFE®
1,861

 
2,045

 
(9
)
 
1,874

 
2,033

 
(8
)
MSCI® Emerging Markets
1,039

 
1,171

 
(11
)
 
1,049

 
1,163

 
(10
)
HFRI Asset Weighted Composite®
NA

 
NA

 
NA

 
1,427

 
1,407

 
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. Our servicing fee revenues are impacted by a number of factors, including transaction volumes, asset levels and asset classes in which funds are invested, as well as industry trends associated with these client-related activities.
Our clients may change the asset classes in which their assets are invested, based on their market outlook, risk acceptance tolerance or other considerations. Over the five years ended December 31, 2018, we estimate that client activity and asset flows, together, impacted our servicing fee revenues by approximately (1)% to 2% annually. 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.

State Street Corporation | 13


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


TABLE 4: INDUSTRY ASSET FLOWS
 
Three Months Ended June 30,
(In billions)
2019
 
2018
North America - ICI Market Data(1)(2)(3)
 
 
Long-Term Funds(4)
$
(35.7
)
 
$
(28.3
)
Money Market
137.0

 
(51.7
)
Exchange-Traded Fund
73.5

 
55.8

Total ICI Flows
$
174.8

 
$
(24.2
)
 
 
 
 
Europe - Broadridge Market Data(1)(5)(6)
 
 
 
Long-Term Funds(4)
$
(8.8
)
 
$
(24.9
)
Money Market
21.3

 
(17.8
)
Total Broadridge Flows
$
12.5

 
$
(42.7
)
 
 
 
(1) Industry data is provided for illustrative purposes only and is not intended to reflect our activity or its clients' activity.
(2) Source: Investment Company Institute. Investment Company Institute (ICI) data includes funds not registered under the Investment Company Act of 1940. Mutual fund data represents estimates of net new cash flow, which is new sales minus redemptions combined with net exchanges, while ETF data represents net issuance, which is gross issuance less gross redemptions. Data for mutual funds that invest primarily in other mutual funds and ETFs that invest primarily in other ETFs were excluded from the series. ICI classifies mutual funds and ETFs based on language in the fund prospectus.
(3) The second quarter of 2019 data includes ICI actuals for April and May 2019 and ICI estimates for June 2019.
(4) The long-term fund flows reported by ICI are composed of North America Market flows mainly in Equities, Hybrids and Fixed-Income Asset Classes. The long-term fund flows reported by Broadridge are composed of the European, Middle-Eastern, and African market flows mainly in Equities, Fixed-Income and Multi Asset Classes.
(5) Source: © Copyright 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.
(6) The second quarter of 2019 data is on a rolling three month basis which includes March, April and May 2019 for EMEA (Copyright 2018 Broadridge Financial Solutions, Inc.).
Pricing
The industry in which we operate has historically faced pricing pressure, and our servicing fee revenues are also affected by such pressures today. On average, over the five years ended December 31, 2018, we estimate that pricing pressure with respect to existing clients has impacted our servicing fees by approximately (2)% annually, with the impact ranging from (1)% to (4)% in any given year. Pricing concessions can be a part of a contract renegotiation with a client including terms that may benefit us, such as extending the terms of our relationship with the client, expanding the scope of services that we provide or reducing our dependency on manual processes through the standardization of the services we provide. The timing of the impact of additional revenue generated by anticipated additional services, and the amount of revenue generated, may differ from the impact of pricing concessions on existing services due to the necessary time required to onboard those new services, the nature of those services and client investment practices. These same market pressures also impact the fees we negotiate when we win business from new clients.
Net New Business
Over the five years 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. New business can include: custody; product and participant level accounting; daily valuation and administration; record-keeping; cash management; FX, brokerage and other trading 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 our level of AUM, which we report based on month-end valuations. Management fees for certain components of managed assets, such as ETFs, mutual funds and UCITS, are affected by daily average valuations of AUM. Management fee revenue is more sensitive to market valuations than servicing fee revenue, as a higher proportion of the underlying services provided, and the associated management fees earned, are dependent on equity and fixed-income security valuations. Additional factors, such as the relative mix of assets managed, may have a significant effect on our 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.
Asset-based management fees 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.

State Street Corporation | 14


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


In light of the above, we estimate, using relevant information as of June 30, 2019 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 in our total management fee revenues, on average and over time, of approximately 5%; and
A 10% increase or decrease in worldwide fixed-income valuations, on a weighted average basis, over the relevant periods for which our management fees are calculated, would result in a corresponding change in our total management fee revenues, on average and over time, of approximately 4%.
Daily averages, month-end averages and quarter-end indices demonstrate worldwide changes in equity and debt markets that affect our management fee revenue. Quarter-end indices affect the values of AUM as of those dates. See Table 3: Daily Averages, Month-End Averages and Quarter-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 Interest Income
See Table 2: Total Revenue, for the breakout of interest income and interest expense in the three and six months ended June 30, 2019 compared to the same periods in 2018. NII was $613 million and $1,286 million in the three and six months ended June 30, 2019, respectively, compared to $659 million and $1,302 million in the same periods in 2018, 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 FTE NII and average total interest-earning assets for the period. It is calculated by dividing FTE 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 FTE basis using the U.S. federal and state statutory income tax rates.
NII on a FTE basis decreased in both the three and six months ended June 30, 2019, compared to the same periods in 2018, primarily due to lower average non-interest bearing USD client deposit balances and premium amortization in the securities portfolio driven by the drop in long-end U.S. market rates, partially offset by a benefit from higher short-end U.S. market interest rates. Investment securities net premium amortization, which is included in interest income, was $113 million and $202 million in the three and six months ended June 30, 2019, respectively, compared to $97 million and $208 million in the same periods in 2018, respectively. The increase in investment securities net premium amortization in the three months ended June 30, 2019 compared to the same period in 2018 is primarily related to MBS premium amortization.
The following table presents the investment securities amortizable purchase premium net of discount accretion for the periods indicated:
TABLE 5: INVESTMENT SECURITIES NET PREMIUM AMORTIZATION
 
Three Months Ended
 
2019
 
2018
(Dollars in millions)
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
Unamortized premiums, net of discounts at period end
$
1,539

 
$
1,629

 
$
1,575

 
$
1,827

 
$
1,822

 
$
1,991

Net premium amortization
113

 
89

 
87

 
96

 
97

 
111

Investment securities duration (years)
2.6

 
2.8

 
3.1

 
3.3

 
3.2

 
3.0


State Street Corporation | 15


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


See Table 6: Average Balances and Interest Rates - Fully Taxable-Equivalent Basis, for the breakout of NII on a FTE basis in the three and six months ended June 30, 2019 compared to the same periods in 2018.
TABLE 6: AVERAGE BALANCES AND INTEREST RATES - FULLY TAXABLE-EQUIVALENT BASIS(1)
 
Three Months Ended June 30,
 
2019
 
2018
(Dollars in millions; fully taxable-equivalent basis)
Average
Balance
 
Interest
Revenue/Expense
 
Average
Rate
 
Average
Balance
 
Interest
Revenue/Expense
 
Average
Rate
Interest-bearing deposits with banks
$
48,074

 
$
109

 
0.91
%
 
$
55,180

 
$
90

 
0.66
%
Securities purchased under resale agreements(2)
1,975

 
90

 
18.30

 
2,474

 
81

 
13.20

Trading account assets
892

 

 

 
1,139

 

 

Investment securities
89,930

 
502

 
2.23

 
86,360

 
479

 
2.21

Loans and leases
23,824

 
197

 
3.33

 
23,622

 
172

 
2.93

Other interest-earning assets
15,104

 
114

 
3.02

 
17,397

 
103

 
2.36

Average total interest-earning assets
$
179,799

 
$
1,012

 
2.26

 
$
186,172

 
$
925

 
1.99

Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
U.S.
$
66,502

 
$
150

 
0.91
%
 
$
50,276

 
$
46

 
0.37
%
Non-U.S.(3)
61,303

 
59

 
0.39

 
76,307

 
43

 
0.23

Total interest-bearing deposits(3)
127,805

 
209

 
0.66

 
126,583

 
89

 
0.28

Securities sold under repurchase agreements
1,488

 
8

 
2.19

 
2,641

 
6

 
0.92

Other short-term borrowings
2,041

 
6

 
1.22

 
1,320

 
4

 
1.25

Long-term debt
11,228

 
107

 
3.78

 
10,649

 
97

 
3.66

Other interest-bearing liabilities
3,979

 
64

 
6.47

 
4,994

 
52

 
4.17

Average total interest-bearing liabilities
$
146,541

 
$
394

 
1.08

 
$
146,187

 
$
248

 
0.68

Interest rate spread
 
 
 
 
1.18
%
 
 
 
 
 
1.31
%
Net interest income, fully taxable-equivalent basis
 
 
$
618

 
 
 
 
 
$
677

 
 
Net interest margin, fully taxable-equivalent basis
 
 
 
 
1.38
%
 
 
 
 
 
1.46
%
Tax-equivalent adjustment
 
 
(5
)
 
 
 
 
 
(18
)
 
 
Net interest income, GAAP-basis
 
 
$
613

 
 
 
 
 
$
659

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
2019
 
2018
(Dollars in millions; fully taxable-equivalent basis)
Average
Balance
 
Interest
Revenue/Expense
 
Average Rates
 
Average
Balance
 
Interest
Revenue/Expense
 
Average Rates
Interest-bearing deposits with banks
$
48,462

 
$
228

 
0.95
%
 
$
53,346

 
$
172

 
0.65
%
Securities purchased under resale agreements(2)

2,373

 
188

 
15.99

 
2,672

 
159

 
11.97

Trading account assets
879

 

 

 
1,138

 

 

Investment securities
89,106

 
1,009

 
2.27

 
90,836

 
960

 
2.12

Loans and leases
23,442

 
396

 
3.41

 
23,790

 
331

 
2.80

Other interest-earning assets
15,195

 
223

 
2.96

 
17,564

 
180

 
2.07

Average total interest-earning assets
$
179,457

 
$
2,044

 
2.30

 
$
189,346

 
$
1,802

 
1.92

Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
U.S.
$
65,522

 
$
282

 
0.87
%
 
$
49,461

 
$
80

 
0.33
%
Non-U.S.(3)
60,543

 
98

 
0.33

 
77,438

 
72

 
0.19

Total interest-bearing deposits(3)(4)
126,065

 
380

 
0.61

 
126,899

 
152

 
0.24

Securities sold under repurchase agreements
1,630

 
20

 
2.44

 
2,629

 
7

 
0.54

Other short-term borrowings
1,601

 
10

 
1.27

 
1,287

 
7

 
1.17

Long-term debt
11,092

 
213

 
3.83

 
11,029

 
194

 
3.51

Other interest-bearing liabilities
4,309

 
125

 
5.85

 
5,126

 
102

 
4.02

Average total interest-bearing liabilities
$
144,697

 
$
748

 
1.04

 
$
146,970

 
$
462

 
0.63

Interest rate spread
 
 
 
 
1.26
%
 
 
 
 
 
1.29
%
Net interest income, fully taxable-equivalent basis
 
 
$
1,296

 
 
 
 
 
$
1,340

 
 
Net interest margin, fully taxable-equivalent basis
 
 
 
 
1.46
%
 
 
 
 
 
1.43
%
Tax-equivalent adjustment
 
 
(10
)
 
 
 
 
 
(38
)
 
 
Net interest income, GAAP basis
 
 
$
1,286

 
 
 
 
 
$
1,302

 
 
 
 
(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 $74.80 billion and $67.04 billion in the three and six months ended June 30, 2019, respectively, compared to $30.94 billion and $31.56 billion in the same periods in 2018, respectively. Excluding the impact of netting, the average interest rates would be approximately 0.47% and 0.55% in the three and six months ended June 30, 2019, respectively, compared to 0.98% and 0.93% in the same periods in 2018, respectively.
(3) Average rate includes the impact of FX swap costs of approximately $59 million and $98 million in the three and six months ended June 30, 2019, respectively, compared to $42 million and $76 million in the same periods in 2018, respectively. Average rates for total interest-bearing deposits excluding the impact of FX swap costs were 0.47% and 0.45% in the three and six months ended June 30, 2019, respectively, compared to 0.15% and 0.12% in the same periods in 2018, respectively.
(4) Total deposits averaged $156.57 billion and $155.96 billion in the three and six months ended June 30, 2019, respectively, compared to $162.80 billion and $163.90 billion in the same periods in 2018, respectively.
Changes in the components of interest-earning assets and interest-bearing liabilities are discussed in more detail below. Additional information about the components of interest income and interest expense is provided in Note 14 to the consolidated financial statements in this Form 10-Q.

State Street Corporation | 16


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


Average total interest-earning assets were $179.80 billion and $179.46 billion in the three and six months ended June 30, 2019, respectively, compared to $186.17 billion and $189.35 billion in the same periods in 2018, respectively. The decrease is primarily driven by lower average total client deposits.
Interest-bearing deposits with banks averaged $48.07 billion and $48.46 billion in the three and six months ended June 30, 2019, respectively, compared to $55.18 billion and $53.35 billion in the same periods in 2018, respectively. These deposits primarily reflect our maintenance of cash balances at the Federal Reserve, the European Central Bank (ECB) and other non-U.S. central banks. The lower levels of average cash balances with central banks reflect lower levels of client deposits and an increase in the investment portfolio.
Securities purchased under resale agreements averaged $1.98 billion and $2.37 billion in the three and six months ended June 30, 2019, respectively, compared to $2.47 billion and $2.67 billion in the same periods in 2018, respectively. While the on-balance sheet amount has remained relatively stable, the impact of balance sheet netting has increased to $74.80 billion and $67.04 billion on average in the three and six months ended June 30, 2019, respectively, compared to $30.94 billion and $31.56 billion in the same periods in 2018, respectively. We maintain an agreement with FICC, a clearing organization that enables us to net all securities sold under repurchase agreements against those purchased under resale agreements with counterparties that are also members of the clearing organization. The increase in average balance sheet netting, in the three and six months ended June 30, 2019, compared to the same periods in 2018, is primarily due to the expansion of our FICC program and new client activity.
Investment securities averaged $89.93 billion and $89.11 billion in the three and six months ended June 30, 2019, respectively, compared to $86.36 billion and $90.84 billion in the same periods in 2018, respectively. The increase in average investment securities for the three months ended June 30, 2019 compared to the same period in 2018, was primarily driven by MBS growth. The decrease in average investment securities for the six months ended June 30, 2019 compared to the same period in 2018 was primarily driven by our investment repositioning strategy to prioritize capital efficient client lending while managing OCI sensitivity.
Loans and leases averaged $23.82 billion and $23.44 billion in the three and six months ended June 30, 2019, respectively, compared to $23.62 billion and $23.79 billion in the same periods in 2018, respectively.
Average other interest-earning assets, largely associated with our enhanced custody business, decreased to $15.10 billion and $15.20 billion in the
 
three and six months ended June 30, 2019, respectively, from $17.40 billion and $17.56 billion in same periods in 2018, respectively, 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 total interest-bearing deposits increased to $127.81 billion in the three months ended June 30, 2019 from $126.58 billion in the same period in 2018 and decreased to $126.07 billion in the six months ended June 30, 2019 from $126.90 billion in the same period in 2018. Average U.S. interest-bearing deposits increased as a result of a gradual shift from non-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, typically associated with our tax-exempt investment program, increased to $2.04 billion and $1.60 billion in the three and six months ended June 30, 2019, respectively, from $1.32 billion and $1.29 billion in the same periods in 2018, respectively.
Average long-term debt was $11.23 billion and $11.09 billion in the three and six months ended June 30, 2019, respectively, compared to $10.65 billion and $11.03 billion in the same periods in 2018, respectively. These amounts reflect issuances and maturities of senior debt during the respective periods.
Average other interest-bearing liabilities were $3.98 billion and $4.31 billion in the three and six months ended June 30, 2019, respectively, compared to $4.99 billion and $5.13 billion in the same periods in 2018, respectively. 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.

State Street Corporation | 17


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


and non-U.S. securities, such as federal agency MBS, sovereign debt securities and U.S. Treasury and agency securities. 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.
Expenses
Table 7: Expenses, provides the breakout of expenses in the three and six months ended June 30, 2019, compared to the same periods in 2018.
TABLE 7: EXPENSES
 
Three Months Ended June 30,
 
% Change
(Dollars in millions)
2019

2018
 
Compensation and employee benefits(1)
$
1,084

 
$
1,125

 
(4
)%
Information systems and communications
365

 
321

 
14

Transaction processing services
245

 
257

 
(5
)
Occupancy
115

 
124

 
(7
)
Acquisition costs
10

 

 
nm

Restructuring charges, net
2

 

 
nm

Amortization of other intangible assets(1)
59

 
48

 
23

Other:
 
 
 
 


Professional services
85

 
89

 
(4
)
Regulatory fees and assessments
16

 
29

 
(45
)
Other
173

 
177

 
(2
)
Total other
274

 
295

 
(7
)
Total expenses(1)
$
2,154

 
$
2,170

 
(1
)
Number of employees at quarter-end
39,483

 
38,113

 
4

 
 
 
 
 
 
 
Six Months Ended June 30,
 
% Change
(Dollars in millions)
2019
 
2018
 
Compensation and employee benefits(2)
$
2,313

 
$
2,374

 
(3
)%
Information systems and communications
727

 
636

 
14

Transaction processing services
487

 
511

 
(5
)
Occupancy
231

 
244

 
(5
)
Acquisition costs
23

 

 
nm

Restructuring charges, net
(2
)
 

 
nm

Amortization of other intangible assets(2)
119

 
98

 
21

Other:
 
 
 
 
 
Professional services
165

 
168

 
(2
)
Regulatory fees and assessments
34

 
59

 
(42
)
Other
350

 
348

 
1

Total other
549

 
575


(5
)
Total expenses(2)
$
4,447

 
$
4,438



 
 
(1) CRD contributed approximately $46 million in total expenses in the three months ended June 30, 2019, including approximately $34 million in compensation and employee benefits, and $12 million in other expense lines. In addition, CRD-related expenses in the three months ended June 30, 2019 include $17 million in amortization of other intangible assets.
(2) CRD contributed approximately $87 million in total expenses in the six months ended June 30, 2019, including approximately $65 million in compensation and employee benefits, and $22 million in other expense lines. In addition, CRD-related expenses in the six months ended June 30, 2019, include $32 million in amortization of other intangible assets.
nm Not meaningful
Compensation and employee benefits expenses decreased 4% and 3% in the three and six months ended June 30, 2019, respectively, compared to the
 
same periods in 2018, primarily driven by the absence of prior year repositioning costs as well as savings from the process re-engineering and resource discipline savings initiatives under our expense savings program, partially offset by $34 million of CRD compensation and employee benefits expenses in the second quarter of 2019.
Total headcount decreased by approximately 2% as of June 30, 2019 compared to December 31, 2018, primarily driven by a reduction in high cost locations headcount.
Information systems and communications expenses increased 14% in both the three and six months ended June 30, 2019, compared to the same periods in 2018. The increase was primarily related to higher development costs, technology infrastructure enhancements and investments to support business growth.
Transaction processing services expenses decreased 5% in both the three and six months ended June 30, 2019, compared to the same periods in 2018, due to lower sub-custodian costs.
Occupancy expenses decreased 7% and 5% in the three and six months ended June 30, 2019, respectively, compared to the same periods in 2018, primarily driven by the absence of prior year repositioning costs and the advancement of our global footprint strategy.
Amortization of other intangible assets increased 23% and 21% in the three and six months ended June 30, 2019, respectively, compared to the same periods in 2018, primarily due to the CRD acquisition.
Other expenses decreased 7% and 5% in the three and six months ended June 30, 2019, respectively, compared to the same periods in 2018, primarily due to lower insurance, professional services and travel 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.

State Street Corporation | 18


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


Acquisition Costs
We recorded approximately $10 million and $23 million of acquisition costs in the three and six months ended June 30, 2019, respectively, related to our acquisition of CRD. As we integrate CRD into our business, we expect to incur a total of approximately $200 million of acquisition costs, including merger and integration costs, through 2021, out of which $54 million has been incurred as of June 30, 2019.
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, with an initial goal to realize $350 million in gross expense savings in 2019. The expense plan is now expected to generate gross savings of $400 million in 2019, an increase of $50 million from the initial target. In the second quarter of 2019, we achieved approximately $100 million of gross expense savings, including approximately $60 million in resource discipline initiatives and $40 million in process re-engineering and automation benefits. In the six months ended June 30, 2019, we achieved approximately $175 million of gross expense savings, including approximately $90 million in resource discipline initiatives and $85 million in process re-engineering and automation benefits. Resource discipline initiatives can include reducing senior management headcount, rigorous performance management, vendor management and optimization of real estate. Process re-engineering and automation benefits can include high-cost location workforce reductions, reducing manual/bespoke and redundant activities, streamlining operational centers and moving to common platforms/retiring legacy applications.
In the second quarter of 2019, we recorded no repositioning charges. We recorded a $77 million repositioning charge, consisting of $61 million of compensation and employee benefits and $16 million of occupancy costs in the same period in 2018.
 
The following table presents aggregate activity for repositioning charges and activity related to previous Beacon restructuring charges for the periods indicated:
TABLE 8: RESTRUCTURING AND REPOSITIONING CHARGES
(In millions)
Employee
Related Costs
 
Real Estate
Actions
 
Asset and Other Write-offs
 
Total
Accrual balance at December 31, 2017
$
166

 
$
32

 
$
3

 
$
201

Payments and other adjustments
(22
)

(4
)


 
(26
)
Accrual balance at March 31, 2018
$
144

 
$
28

 
$
3

 
$
175

Accruals for repositioning charges
61

 
16

 

 
77

Payments and other adjustments
(36
)
 
(3
)
 

 
(39
)
Accrual balance at June 30, 2018
$
169

 
$
41

 
$
3

 
$
213

Accrual balance at December 31, 2018
$
303


$
37


$
1

 
$
341

Accruals for Beacon
(4
)




 
(4
)
Payments and other adjustments
(53
)

(25
)


 
(78
)
Accrual balance at March 31, 2019
$
246

 
$
12

 
$
1

 
$
259

Accruals for Beacon
2

 

 

 
2

Payments and other adjustments
(51
)
 
(1
)
 

 
(52
)
Accrual balance at June 30, 2019
$
197

 
$
11

 
$
1

 
$
209

Income Tax Expense
Income tax expense was $131 million and $258 million in the three and six months ended June 30, 2019, respectively, compared to $158 million and $287 million in the same periods in 2018, respectively. Our effective tax rate was 18.1% and 19.0% in the three and six months ended June 30, 2019, respectively, compared to 17.7% and 17.1% in the same periods in 2018, respectively. The effective tax rate in the second quarter of 2019 included a decrease in deductions related to stock based compensation. The effective tax rate in 2018 included one-time benefits related to audit settlements and the realization of a tax loss.

State Street Corporation | 19


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


LINE OF BUSINESS INFORMATION
Our operations are organized into two lines of business: Investment Servicing and Investment Management, which are defined based on products and services provided. The results of operations for these lines of business are not necessarily comparable with those of other companies, including companies in the financial services industry.
Investment Servicing provides services for institutional clients, including mutual funds, collective investment funds and other investment pools, corporate and public retirement plans, insurance companies, investment managers, foundations and endowments worldwide. Products include: custody; product- and participant-level accounting; daily pricing and administration; master trust and master custody; record-keeping; cash management; FX, 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 investment manager operations outsourcing; and performance, risk and compliance analytics to support institutional investors. Products and services related to CRD 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 Outsourced Chief Investment Officer. 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 18 to the consolidated financial statements in this Form 10-Q.
Investment Servicing
TABLE 9: INVESTMENT SERVICING LINE OF BUSINESS RESULTS
(Dollars in millions)
Three Months Ended June 30,
 
 
 
Six Months Ended June 30,
 
 
2019
 
2018
 
% Change
 
2019
 
2018
 
% Change
Servicing fees
$
1,252

 
$
1,381

 
(9
)%
 
$
2,503

 
$
2,802

 
(11
)%
Foreign exchange trading services(1)(2)
240

 
282

 
(15
)
 
486

 
555

 
(12
)
Securities finance
122

 
154

 
(21
)
 
239

 
295

 
(19
)
Processing fees and other(1)(2)
163

 
78

 
109

 
343

 
156

 
120

Total fee revenue(1)(2)
1,777

 
1,895

 
(6
)
 
3,571

 
3,808

 
(6
)
Net interest income
623

 
663

 
(6
)
 
1,302

 
1,311

 
(1
)
Gains (losses) related to investment securities, net

 
9

 
nm

 
(1
)
 
7

 
nm

Total revenue(1)(2)
2,400

 
2,567

 
(7
)
 
4,872

 
5,126

 
(5
)
Provision for loan losses
1

 
2

 
nm

 
5

 
2

 
nm

Total expenses(1)(2)
1,765

 
1,704

 
4

 
3,629

 
3,574

 
2

Income before income tax expense
$
634

 
$
861

 
(26
)
 
$
1,238

 
$
1,550

 
(20
)
Pre-tax margin
26
%
 
34
%
 
 
 
25
%
 
30
%
 
 
 
 
 
(1) CRD contributed approximately $87 million and $46 million in total revenue and total expenses, respectively, in the three months ended June 30, 2019, including approximately $82 million in processing fees and other revenue and $5 million in brokerage and other trading services within foreign exchange trading services, and expenses contributed approximately $34 million in compensation and employee benefits and $12 million in other expense lines. In addition, CRD-related expenses in the three months ended June 30, 2019 include $17 million in amortization of other intangible assets.
(2) CRD contributed approximately $183 million and $87 million in total revenue and total expenses, respectively, in the six months ended June 30, 2019, including approximately $174 million in processing fees and other revenue and $9 million in brokerage and other trading services within foreign exchange trading services, and expenses contributed approximately $65 million in compensation and employee benefits and $22 million in other expense lines. In addition, CRD-related expenses in the six months ended June 30, 2019 include $32 million in amortization of other intangible assets.
nm Not meaningful

State Street Corporation | 20


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


Servicing Fees
Servicing fees decreased 9% and 11% in the three and six months ended June 30, 2019, respectively, compared to the same periods in 2018, primarily due to challenging industry conditions including fee pressure, lower client activity and a previously announced client transition, partially offset by new business. FX rates negatively impacted servicing fees by 1% and 2% in the three and six months ended June 30, 2019, respectively, compared to the same periods in 2018.
Servicing fees generated outside the U.S. were approximately 47% of total servicing fees in both the three and six months ended June 30, 2019 compared to approximately 46% for both of the same periods in 2018.
TABLE 10: ASSETS UNDER CUSTODY AND/OR ADMINISTRATION BY PRODUCT
(In billions)
June 30, 2019
 
December 31, 2018
 
June 30, 2018
Collective funds
$
9,272

 
$
8,999

 
$
9,615

Mutual funds
8,645

 
7,912

 
8,548

Insurance and other products
8,295

 
8,220

 
8,896

Pension products
6,542

 
6,489

 
6,808

Total
$
32,754

 
$
31,620

 
$
33,867

TABLE 11: ASSETS UNDER CUSTODY AND/OR ADMINISTRATION BY ASSET CLASS
(In billions)
June 30, 2019
 
December 31, 2018
 
June 30, 2018
Equities
$
18,504

 
$
18,041

 
$
19,475

Fixed-income
10,089

 
9,758

 
10,189

Short-term and other investments
4,161

 
3,821

 
4,203

Total
$
32,754

 
$
31,620

 
$
33,867

TABLE 12: ASSETS UNDER CUSTODY AND/OR ADMINISTRATION BY GEOGRAPHY(1)
(In billions)
June 30, 2019
 
December 31, 2018
 
June 30, 2018
Americas
$
23,989

 
$
23,203

 
$
24,989

Europe/Middle East/Africa
6,937

 
6,699

 
7,134

Asia/Pacific
1,828

 
1,718

 
1,744

Total
$
32,754

 
$
31,620

 
$
33,867

 
 
(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 the second quarter of 2019 totaled approximately $390 billion. Servicing assets remaining to be installed in future periods totaled approximately $575 billion as of June 30, 2019, 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 may be subject to completion of definitive agreements, approval of applicable boards and shareholders and customary regulatory approvals. New asset servicing mandates and servicing assets remaining to be 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, FX, 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.

State Street Corporation | 21


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


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 near completion, 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 9: Investment Servicing Line of Business Results, decreased 15% and 12% in the three and six months ended June 30, 2019, respectively, compared to the same periods in 2018, primarily due to lower market volatility and spreads. Foreign exchange trading services is composed of revenue generated by FX trading, as well as revenue generated by brokerage and other trading services.
FX trading represented approximately 57% of our consolidated total foreign exchange trading services revenue in both the three and six months ended June 30, 2019 compared to 61% in the same periods in 2018, and brokerage and other trading services represented approximately 43% of our consolidated total foreign exchange trading services revenue in both the three and six months ended June 30, 2019 compared to 39% in the same periods in 2018.
We primarily earn FX trading revenue by acting as a principal market-maker through both "direct sales and trading” and “indirect FX trading.”
Direct sales and trading: Represent FX transactions at negotiated rates with clients and investment managers that contact our trading desk directly. These principal market-making activities include transactions for funds serviced by third party custodians or prime brokers, as well as those funds under custody with us.
Indirect FX trading: Represents FX transactions with clients, for which we are the funds' custodian, or their investment managers, routed to our FX desk through our asset-servicing operation. We execute indirect FX trades as a principal at rates disclosed to our clients.
Our FX trading revenue is influenced by multiple factors, including: the volume and type of client FX transactions and related spreads; currency volatility, reflecting market conditions; and our management of exchange rate, interest rate and other market risks associated with our FX 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 electronic trading platforms. These transactions generate revenue through a “click” fee.
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 transactions generate revenue via commissions charged for trades transacted during the management of these portfolios.
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. Financial Conduct Authority 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.

State Street Corporation | 22


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


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.
Securities finance revenue, as presented in Table 9: Investment Servicing Line of Business Results, decreased 21% and 19% in the three and six months ended June 30, 2019, respectively, compared to the same periods in 2018, primarily driven by balance sheet optimization efforts in the second half of 2018.
Market influences may continue to affect client demand for securities finance, and as a result our revenue from, and the profitability of, our securities lending activities in future periods. In addition, the constantly evolving regulatory environment, including revised or proposed capital and liquidity standards, interpretations of those standards, and our own balance sheet management activities, may influence modifications to the way in which we deliver our agency lending or enhanced custody businesses, the volume of our securities lending activity and related revenue and profitability in future periods.

Processing Fees and Other
Processing fees and other revenue includes diverse types of fees and revenue, including fees from software licensing and maintenance, fees from our structured products business, 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 9: Investment Servicing Line of Business Results, increased significantly in the three and six months ended June 30, 2019, compared to the same periods in 2018, and reflects approximately $82 million from CRD in the second quarter of 2019 and $174 million from CRD in the six months ended June 30, 2019. Revenue related to the front office solutions provided
 
by CRD is primarily driven by the sale of term software licenses and software as service arrangements, including professional services such as consulting and implementation services, software support and maintenance. Revenue for a sale of software to be installed on premise is recognized at a point in time when the customer benefits from obtaining access to and use of the software license. Revenue for a SaaS related arrangement is recognized over time as services are provided.
Expenses
Total expenses for Investment Servicing increased 4% and 2% in the three and six months ended June 30, 2019, respectively, compared to the same periods in 2018. The increases are primarily due to the impact of the CRD acquisition, higher technology costs and higher investments to support new business, partially offset by savings from resource discipline initiatives and process re-engineering benefits through our expense savings program. Total expenses contributed by CRD in the second quarter of 2019 were approximately $46 million. In addition, CRD-related expenses in the second quarter of 2019 include $17 million in amortization of other intangible assets. Total expenses contributed by CRD in the six months ended June 30, 2019 were approximately $87 million. In addition, CRD-related expenses in the six months ended June 30, 2019 include $32 million in amortization of other intangible assets.
Additional information about expenses is provided under "Expenses" in "Consolidated Results of Operations" included in this Management's Discussion and Analysis.

State Street Corporation | 23


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


Investment Management
TABLE 13: INVESTMENT MANAGEMENT LINE OF BUSINESS RESULTS
(Dollars in millions)
Three Months Ended June 30,
 
 
 
Six Months Ended June 30,
 
% Change
2019
 
2018
 
% Change
 
2019
 
2018
 
Management fees
$
441

 
$
465

 
(5
)%
 
$
861

 
$
937

 
(8
)%
Foreign exchange trading services(1)
33

 
33

 

 
67

 
64

 
5

Securities finance
4

 

 
nm

 
5

 

 
nm

Processing fees and other
5

 
2

 
150

 
16

 
1

 
nm

Total fee revenue
483

 
500

 
(3
)
 
949

 
1,002

 
(5
)
Net interest income
(10
)
 
(4
)
 
150

 
(16
)
 
(9
)
 
78

Total revenue
473

 
496

 
(5
)
 
933

 
993

 
(6
)
Total expenses
377

 
389

 
(3
)
 
783

 
787

 
(1
)
Income before income tax expense
$
96

 
$
107