UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2005 |
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or |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
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Commission File No. 0-5108
STATE STREET CORPORATION
(Exact name of registrant as specified in its charter)
| MASSACHUSETTS (State or other jurisdiction of incorporation) |
04-2456637 (I.R.S. Employer Identification No.) |
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One Lincoln Street Boston, Massachusetts (Address of principal executive office) |
02111 (Zip Code) |
617-786-3000
(Registrant's telephone number, including area code)
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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o
The number of shares of the Registrant's Common Stock outstanding on April 30, 2005 was 330,978,568.
STATE STREET CORPORATION
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| PART I. FINANCIAL INFORMATION | ||||
Item 1. |
Financial Statements |
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Consolidated Statement of Income |
1 |
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Consolidated Statement of Condition |
2 |
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Consolidated Statement of Changes in Shareholders' Equity |
3 |
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Consolidated Statement of Cash Flows |
4 |
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Notes to Consolidated Financial Statements |
5 |
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Report of Independent Registered Public Accounting Firm |
20 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
21 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
36 |
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Item 4. |
Controls and Procedures |
36 |
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PART II. OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
38 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
38 |
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Item 4. |
Submission of Matters to a Vote of Security Holders |
39 |
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Item 6. |
Exhibits |
40 |
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Signatures |
41 |
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Exhibit Index |
42 |
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PART 1.
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF INCOMESTATE STREET CORPORATION (UNAUDITED)
| Three months ended March 31, (Dollars in millions, except per share information) |
2005 |
2004 |
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|---|---|---|---|---|---|---|
| Fee Revenue: | ||||||
| Servicing fees | $ | 599 | $ | 555 | ||
| Management fees | 177 | 147 | ||||
| Securities lending | 70 | 64 | ||||
| Trading services | 167 | 167 | ||||
| Processing fees and other | 84 | 80 | ||||
| Total fee revenue | 1,097 | 1,013 | ||||
Net Interest Revenue: |
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| Interest revenue | 603 | 384 | ||||
| Interest expense | 391 | 181 | ||||
| Net interest revenue | 212 | 203 | ||||
| Provision for loan losses | | | ||||
| Net interest revenue after provision for loan losses | 212 | 203 | ||||
(Loss) gain on the sales of available-for-sale investment securities, net |
(1 |
) |
3 |
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| Total revenue | 1,308 | 1,219 | ||||
Operating Expenses: |
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| Salaries and employee benefits | 524 | 462 | ||||
| Information systems and communications | 126 | 139 | ||||
| Transaction processing services | 108 | 96 | ||||
| Occupancy | 92 | 90 | ||||
| Merger and integration costs | | 18 | ||||
| Other | 116 | 103 | ||||
| Total operating expenses | 966 | 908 | ||||
| Income before income tax expense | 342 | 311 | ||||
| Income tax expense | 116 | 94 | ||||
| Net income | $ | 226 | $ | 217 | ||
Earnings Per Share: |
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| Basic | $ | .68 | $ | .65 | ||
| Diluted | .67 | .63 | ||||
Average Shares Outstanding (in thousands): |
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| Basic | 331,563 | 334,635 | ||||
| Diluted | 334,653 | 342,129 | ||||
Cash Dividends Declared Per Share |
$ |
..17 |
$ |
..15 |
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The accompanying notes are an integral part of these financial statements.
1
CONSOLIDATED STATEMENT OF CONDITIONSTATE STREET CORPORATION
| (Dollars in millions) |
March 31, 2005 |
December 31, 2004 |
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(Unaudited) |
(Note 1) |
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| Assets: | ||||||||
| Cash and due from banks | $ | 2,926 | $ | 2,035 | ||||
| Interest-bearing deposits with banks | 20,160 | 20,634 | ||||||
| Securities purchased under resale agreements | 12,699 | 12,878 | ||||||
| Federal funds sold | 1,000 | 5,450 | ||||||
| Trading account assets | 521 | 745 | ||||||
| Investment securities (including securities pledged of $18,548 and $24,770) | 48,213 | 37,571 | ||||||
| Loans (net of allowance of $18 and $18) | 4,830 | 4,611 | ||||||
| Premises and equipment | 1,450 | 1,444 | ||||||
| Accrued income receivable | 1,174 | 1,204 | ||||||
| Goodwill | 1,472 | 1,497 | ||||||
| Other intangible assets | 485 | 494 | ||||||
| Other assets | 5,164 | 5,477 | ||||||
| Total assets | $ | 100,094 | $ | 94,040 | ||||
| Liabilities: | ||||||||
| Deposits: | ||||||||
| Noninterest-bearing | $ | 10,301 | $ | 13,671 | ||||
| Interest-bearingU.S. | 2,711 | 2,843 | ||||||
| Interest-bearingNon-U.S. | 45,306 | 38,615 | ||||||
| Total deposits | 58,318 | 55,129 | ||||||
Securities sold under repurchase agreements |
20,698 |
21,881 |
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| Federal funds purchased | 1,739 | 435 | ||||||
| Other short-term borrowings | 2,840 | 1,343 | ||||||
| Accrued taxes and other expenses | 2,410 | 2,603 | ||||||
| Other liabilities | 5,628 | 4,032 | ||||||
| Long-term debt | 2,436 | 2,458 | ||||||
| Total liabilities | 94,069 | 87,881 | ||||||
Shareholders' Equity: |
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| Preferred stock, no par: authorized 3,500,000 shares; issued none | ||||||||
| Common stock, $1 par: authorized 500,000,000 shares, issued 337,126,000 and 337,126,000 | 337 | 337 | ||||||
| Surplus | 282 | 289 | ||||||
| Retained earnings | 5,759 | 5,590 | ||||||
| Accumulated other comprehensive (loss) income | (95 | ) | 92 | |||||
| Treasury stock, at cost (5,849,000 and 3,481,000 shares) | (258 | ) | (149 | ) | ||||
| Total shareholders' equity | 6,025 | 6,159 | ||||||
| Total liabilities and shareholders' equity | $ | 100,094 | $ | 94,040 | ||||
The accompanying notes are an integral part of these financial statements.
2
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITYSTATE STREET CORPORATION (UNAUDITED)
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Common Stock |
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Accumulated Other Comprehensive (Loss) Income |
Treasury Stock |
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| (Dollars in millions, shares in thousands) |
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Retained Earnings |
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| Shares |
Amount |
Surplus |
Shares |
Amount |
Total |
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| Balance at December 31, 2003 | 337,132 | $ | 337 | $ | 329 | $ | 5,007 | $ | 192 | 2,658 | $ | (118 | ) | $ | 5,747 | ||||||||
| Comprehensive income: | |||||||||||||||||||||||
| Net income | 217 | 217 | |||||||||||||||||||||
| Change in net unrealized gain/loss on available-for-sale securities, net of related taxes of $21 | 34 | 34 | |||||||||||||||||||||
| Change in minimum pension liability | (23 | ) | (23 | ) | |||||||||||||||||||
| Foreign currency translation, net of related taxes of $5 | 8 | 8 | |||||||||||||||||||||
| Change in unrealized gain/loss on cash flow hedges, net of related taxes of $(3) | (4 | ) | (4 | ) | |||||||||||||||||||
| Total comprehensive income | 217 | 15 | 232 | ||||||||||||||||||||
| Cash dividends declared-$.15 per share | (50 | ) | (50 | ) | |||||||||||||||||||
| Impact of fixing the variable-share settlement rate of SPACES | (26 | ) | (26 | ) | |||||||||||||||||||
| Common stock issued pursuant to: | |||||||||||||||||||||||
| Stock awards and options exercised, including tax benefit of $10 | (2 | ) | (5 | ) | (953 | ) | 44 | 39 | |||||||||||||||
| Balance at March 31, 2004 | 337,130 | $ | 337 | $ | 298 | $ | 5,174 | $ | 207 | 1,705 | $ | (74 | ) | $ | 5,942 | ||||||||
| Balance at December 31, 2004 | 337,126 | $ | 337 | $ | 289 | $ | 5,590 | $ | 92 | 3,481 | $ | (149 | ) | $ | 6,159 | ||||||||
| Comprehensive income: | |||||||||||||||||||||||
| Net income | 226 | 226 | |||||||||||||||||||||
| Change in net unrealized gain/loss on available-for-sale securities, net of related taxes of $(113) | (171 | ) | (171 | ) | |||||||||||||||||||
| Foreign currency translation, net of related taxes of $(10) | (48 | ) | (48 | ) | |||||||||||||||||||
| Change in net unrealized gain/loss on hedges of net investments in non-U.S. subsidiaries, net of related taxes of $7 | 13 | 13 | |||||||||||||||||||||
| Change in minimum pension liability, net of related taxes of $5 | 6 | 6 | |||||||||||||||||||||
| Change in unrealized gain/loss on cash flow hedges, net of related taxes of $8 | 13 | 13 | |||||||||||||||||||||
| Total comprehensive income | 226 | (187 | ) | 39 | |||||||||||||||||||
| Cash dividends declared-$.17 per share | (57 | ) | (57 | ) | |||||||||||||||||||
| Common stock acquired | 2,872 | (130 | ) | (130 | ) | ||||||||||||||||||
| Common stock issued pursuant to: | |||||||||||||||||||||||
| Stock awards and options exercised, including tax benefit of $2 | (7 | ) | (489 | ) | 20 | 13 | |||||||||||||||||
| Other | (15 | ) | 1 | 1 | |||||||||||||||||||
| Balance at March 31, 2005 | 337,126 | $ | 337 | $ | 282 | $ | 5,759 | $ | (95 | ) | 5,849 | $ | (258 | ) | $ | 6,025 | |||||||
The accompanying notes are an integral part of these financial statements.
3
CONSOLIDATED STATEMENT OF CASH FLOWSSTATE STREET CORPORATION (UNAUDITED)
| Three months ended March 31, (Dollars in millions) |
2005 |
2004 |
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| Operating Activities: | |||||||
| Net income | $ | 226 | $ | 217 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
| Non-cash adjustments for depreciation, amortization, and deferred income tax expense | 149 | 194 | |||||
| Securities losses (gains), net | 1 | (3 | ) | ||||
| Change in trading account assets, net | 224 | 58 | |||||
| Other, net | (58 | ) | (114 | ) | |||
| Net Cash Provided by Operating Activities | 542 | 352 | |||||
Investing Activities: |
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| Net decrease (increase) in interest-bearing deposits with banks | 474 | (5,490 | ) | ||||
| Net decrease (increase) in federal funds sold and securities purchased under resale agreements | 4,629 | (5,417 | ) | ||||
| Proceeds from sales of available-for-sale securities | 463 | 3,586 | |||||
| Proceeds from maturities of available-for-sale securities | 4,348 | 2,872 | |||||
| Purchases of available-for-sale securities | (13,974 | ) | (2,812 | ) | |||
| Proceeds from maturities of held-to-maturity securities | 79 | 579 | |||||
| Purchases of held-to-maturity securities | | (587 | ) | ||||
| Net (increase) decrease in loans | (218 | ) | 10 | ||||
| Principal collected from lease financing | 15 | 9 | |||||
| Business acquisitions, net of cash acquired | | (10 | ) | ||||
| Purchases of equity investments and other long-term assets | (11 | ) | (23 | ) | |||
| Purchases of premises and equipment | (85 | ) | (101 | ) | |||
| Net Cash Used by Investing Activities | (4,280 | ) | (7,384 | ) | |||
Financing Activities: |
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| Net increase in deposits | 3,189 | 5,995 | |||||
| Net increase in short-term borrowings | 1,618 | 66 | |||||
| Payments for long-term debt and obligations under capital leases | (3 | ) | (5 | ) | |||
| Proceeds from issuance of treasury stock | 12 | 29 | |||||
| Purchases of common stock | (130 | ) | | ||||
| Payments for cash dividends | (57 | ) | (50 | ) | |||
| Net Cash Provided by Financing Activities | 4,629 | 6,035 | |||||
| Net Increase (Decrease) | 891 | (997 | ) | ||||
| Cash and due from banks at beginning of period | 2,035 | 3,376 | |||||
| Cash and Due From Banks at End of Period | $ | 2,926 | $ | 2,379 | |||
The accompanying notes are an integral part of these financial statements.
4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSSTATE STREET CORPORATION (UNAUDITED)
Note 1Basis of Presentation
Organization and Nature of Operations
State Street Corporation ("State Street" or the "Corporation") is a financial holding company and reports two lines of business. Investment Servicing provides services for mutual funds and collective funds worldwide, corporate and public retirement plans, insurance companies, foundations, endowments, and other investment pools. Products include custody, product- and participant-level accounting, daily pricing and administration; master trust and master custody; recordkeeping; foreign exchange, brokerage and other trading services; securities lending; deposit and short-term investment facilities; loans and lease financing; investment and hedge fund manager operations outsourcing; and performance, risk and compliance analytics to support institutional investors. Investment Management offers a broad array of services for managing financial assets, including investment management and investment research services, primarily for institutional investors worldwide. These services include passive and active U.S. and non-U.S. equity and fixed income strategies, and other related services, such as securities lending.
Basis of Presentation
The accounting and reporting policies of State Street and its subsidiaries conform to accounting principles generally accepted in the United States.
In the opinion of management, all adjustments, consisting of normal recurring accruals, which are necessary for a fair presentation of the financial position of State Street and subsidiaries at March 31, 2005 and December 31, 2004, its cash flows for the three months ended March 31, 2005 and 2004, and consolidated results of its operations for the three months ended March 31, 2005 and 2004, have been made. Operating results for the three months ended March 31, 2005, are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.
The Statement of Condition at December 31, 2004, has been developed from the audited financial statements at that date, but does not include all footnotes required by generally accepted accounting principles for complete financial statements. These statements should be read in conjunction with the financial statements and other information included in State Street's latest Annual Report on Form 10-K.
Principles of Consolidation
The consolidated financial statements include the accounts of State Street and its subsidiaries, including its principal subsidiary, State Street Bank and Trust Company ("State Street Bank"). All significant intercompany balances and transactions have been eliminated in consolidation.
The assets and liabilities of non-U.S. operations are translated at month-end exchange rates, and revenue and expenses are translated at rates that approximate average monthly exchange rates. Gains or losses from the translation of the net assets of non-U.S. subsidiaries, net of related taxes, are reported in accumulated other comprehensive income.
Use of Estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
5
Investments in Affiliates
Investments in affiliates in which the Corporation has the ability to exercise significant influence, but not control, are accounted for using the equity method, unless the affiliate is determined to be a variable interest entity ("VIE") for which State Street is considered the primary beneficiary, in which case, State Street consolidates the VIE.
Revenue Recognition
Revenue recorded as servicing fees, management fees, securities lending fees, trading services fees and certain types of revenue recorded in processing fees and other is recognized when earned based on contractual terms and is accrued based on estimates, or is recognized as transactions occur or services are provided and collectibility is reasonably assured. Revenue on interest-earning assets is recognized based on the effective yield of the financial instrument.
Stock-Based Compensation
State Street adopted Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," which provides for the expensing of stock options using the fair value method. State Street used the prospective transition method afforded under SFAS No. 148, "Accounting for Stock-Based CompensationTransition and Disclosure," an amendment to SFAS No. 123. Under this method, compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the service period of the award.
The following table illustrates the pro forma effect on net income and earnings per share as if the fair value method had been applied to all outstanding and unvested stock options in each period:
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Three Months Ended March 31, |
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| (Dollars in millions, except per share information) |
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| 2005 |
2004 |
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| Net income, as reported | $ | 226 | $ | 217 | |||
| Add: Stock option compensation expense included in reported net income, net of related taxes | 4 | 3 | |||||
| Deduct: Total stock option compensation expense determined under fair value method for all awards, net of related taxes | (7 | ) | (10 | ) | |||
| Pro forma net income | $ | 223 | $ | 210 | |||
| Earnings Per Share: | |||||||
| Basicas reported | $ | .68 | $ | .65 | |||
| Basicpro forma | .67 | .63 | |||||
| Dilutedas reported | .67 | .63 | |||||
| Dilutedpro forma | .67 | .61 | |||||
6
Information related to option activity was as follows:
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