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State Street Corporation 03/25/2020 STATE STREET CORPORATION Annual Report of Holding Companies- FR Y-6 For the Fiscal Year Ending December 31, 2019 Contents: Signature Page Reference Index 2019 State Street Corporation Form 10-K 2019 State Street Corporation Organizational Chart 2019 State Street Corporation Domestic Branch Listing of Directors and Executive Officers STATE STREET CORPORATION ANNUAL REPORT OF HOLDING COMPANIES-FR Y-6 For the fiscal year ending December 31, 2019 REPORT ITEM 1a: Form 10-K filed with the Securities and Exchange Commission. State Street Corporation files its 2019 Form 10-K with the SEC via EDGAR transmission. A hard copy of that transmission is enclosed as Required Exhibit I. REPORT ITEM 1b: Not applicable, see 1a. REPORT ITEM 2a: Organizational Chart: This chart is as of December 31, 2019 and appears as Exhibit II. REPORT ITEM 2b: Domestic Branch Listing: This listing is as of December 31, 2019 and appears as Exhibit III. REPORT ITEM 3: Securities Holders: This information is as of December 31, 2019 and appears as Exhibit IV. REPORT ITEM 4: Insiders: The list of Directors and Executive Officers appears as Exhibit V. REPORT ITEM 1a: Form 10-K filed with the Securities and Exchange Commission EXHIBIT I Section 1: 10-K (10-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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 (I.R.S. Employer Identification (State or other jurisdiction of incorporation) No.) One Lincoln Street Boston, Massachusetts 02111 (Address of principal executive offices) (Zip Code) (617) 786-3000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Trading Symbol Name of each exchange on Title of Each Class (s) 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.CL 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.PRG New York Stock Exchange Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per share Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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 Act). ☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the per share price ($56.06) at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2019) was approximately $20.81 billion. The number of shares of the registrant’s common stock outstanding as of January 31, 2020 was 354,342,408. Portions of the following documents are incorporated by reference into Parts of this Report on Form 10-K, to the extent noted in such Parts, as indicated below: (1) The registrant’s definitive Proxy Statement for the 2020 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A on or before April 29, 2020 (Part III). STATE STREET CORPORATION ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED December 31, 2019 TABLE OF CONTENTS Page PART I Item 1 Business 4 Item 1A Risk Factors 18 Item 1B Unresolved Staff Comments 48 Item 2 Properties 48 Item 3 Legal Proceedings 48 Item 4 Mine Safety Disclosures 48 Supplemental Item Information about our Executive Officers 49 PART II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 52 Item 6 Selected Financial Data 54 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 55 General 55 Overview of Financial Results 57 Consolidated Results of Operations 61 Total Revenue 61 Net Interest Income 64 Provision for Loan Losses 67 Expenses 67 Acquisition Costs 67 Restructuring and Repositioning Charges 67 Income Tax Expense 68 Line of Business Information 68 Investment Servicing 69 Investment Management 72 Financial Condition 74 Investment Securities 75 Loans and Leases 78 Cross-Border Outstandings 79 Risk Management 80 Credit Risk Management 84 Liquidity Risk Management 89 Operational Risk Management 93 Information Technology Risk Management 97 Market Risk Management 98 Model Risk Management 105 Strategic Risk Management 106 Capital 106 Off-Balance Sheet Arrangements 115 Significant Accounting Estimates 115 Recent Accounting Developments 117 Item 7A Quantitative and Qualitative Disclosures About Market Risk 117 Item 8 Financial Statements and Supplementary Data 117 State Street Corporation | 2 Consolidated statement of income 120 Consolidated statement of comprehensive income 121 Consolidated statement of condition 122 Consolidated statement of changes in shareholders' equity 123 Consolidated statement of cash flows 124 Note 1. Summary of Significant Accounting Policies 125 Note 2. Fair Value 128 Note 3. Investment Securities 135 Note 4. Loans 141 Note 5. Goodwill and Other Intangible Assets 143 Note 6. Other Assets 145 Note 7. Deposits 145 Note 8. Short-Term Borrowings 145 Note 9. Long-Term Debt 146 Note 10. Derivative Financial Instruments 147 Note 11. Offsetting Arrangements 152 Note 12. Commitments and Guarantees 155 Note 13. Contingencies 156 Note 14. Variable Interest Entities 158 Note 15. Shareholders' Equity 159 Note 16. Regulatory Capital 162 Note 17. Net Interest Income 164 Note 18. Equity-Based Compensation 164 Note 19. Employee Benefits 165 Note 20. Occupancy Expense and Information Systems and Communications Expense 166 Note 21. Expenses 167 Note 22. Income Taxes 168 Note 23. Earnings Per Common Share 169 Note 24. Line of Business Information 170 Note 25. Revenue From Contracts with customers 172 Note 26. Non-U.S. Activities 174 Note 27. Parent Company Financial Statements 174 Note 28. Subsequent Events 175 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 180 Item 9A Controls and Procedures 180 Item 9B Other Information 183 PART III Item 10 Directors, Executive Officers and Corporate Governance 183 Item 11 Executive Compensation 183 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 183 Item 13 Certain Relationships and Related Transactions, and Director Independence 184 Item 14 Principal Accounting Fees and Services 184 PART IV Item 15 Exhibits, Financial Statement Schedules 184 Item 16 Form 10-K Summary 184 EXHIBIT INDEX 185 SIGNATURES 188 State Street Corporation | 3 PART I ITEM 1. BUSINESS supplemental qualitative and quantitative information with respect to regulatory capital (including market risk associated with our trading activities) and the liquidity coverage GENERAL ratio, summary results of State Street-run stress tests which we conduct under the Dodd- State Street Corporation, referred to as the Parent Company, is a financial holding Frank Act and resolution plan disclosures required under the Dodd-Frank Act. These company organized in 1969 under the laws of the Commonwealth of Massachusetts. Our additional disclosures are available on the “Investor Relations” section of our website under executive offices are located at One Lincoln Street, Boston, Massachusetts 02111 "Filings and Reports." (telephone (617) 786-3000). For purposes of this Form 10-K, unless the context requires We use acronyms and other defined terms for certain business terms and otherwise, references to “State Street,” “we,” “us,” “our” or similar terms mean State Street abbreviations, as defined on the acronyms list and glossary under Item 8 in this Form 10- Corporation and its subsidiaries on a consolidated basis.
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