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 March 31, 2020 (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 $31.86 trillion of AUC/A and $2.69
trillion of AUM as of March 31, 2020.
As of March 31, 2020, we had consolidated total assets of $362.53 billion,
consolidated total deposits of $257.10 billion, consolidated total shareholders'
equity of $23.86 billion and 39,318 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 2019 Annual Report on Form 10-K
for the year ended December 31, 2019 previously filed with the SEC (2019 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 2019 Form 10-K. 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;

• contingencies; and

• allowance for credit losses.




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 117, "Significant
Accounting Estimates" included under Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations, in our 2019 Form 10-K
and Significant Accounting Estimates in Management's Discussion and Analysis of
Financial Condition and Results of Operations in this Form 10-Q. Upon evaluating
our accounting policies in light of our adoption of CECL on January 1, 2020, we
included allowance for credit losses as one of our significant accounting
policies. Other than including that additional significant policy, we did not
change these significant accounting policies in the first three months of 2020.
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. We measure and compare certain financial
information on a non-GAAP basis, including information 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 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.
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

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION


                           AND RESULTS OF OPERATIONS

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;

• the significant risks and uncertainties for our business, results of


    operations and financial condition, as well as our regulatory capital and
    liquidity ratios and other regulatory requirements in the United States and
    internationally, caused by the COVID-19 pandemic, which will depend on
    several factors, including the scope and duration of the pandemic, its
    influence on the economy and financial markets, the effectiveness of our work
    from home arrangements and staffing levels in operational facilities, the
    impact of market participants on which we rely and actions taken by
    governmental authorities and other third parties in response to the pandemic
    and the impact of lower equity market valuations on our service and
    management fee revenue;

• 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 software and processing fees 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, volatility and uncertainty of interest rates; the expected


    discontinuation of Interbank Offered Rates including London Interbank Offered
    Rate (LIBOR); the valuation of the U.S. dollar relative to other currencies
    in which we record revenue or accrue expenses; the performance and volatility
    of securities, credit, currency and other markets in



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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION


                           AND RESULTS OF OPERATIONS

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 impairment of such securities and the recognition of a
    provision for credit losses in our consolidated statement of income;

• our ability to attract and retain 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; our ability to deploy deposits in a profitable manner
    consistent with our liquidity needs, regulatory requirements and risk
    profile; and the risks associated with the potential liquidity mismatch
    between short-term deposit funding and longer term investments;

• 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 II/Markets in Financial Instruments Regulation); 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, cyber-security, resiliency, 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 our operating model and the adequacy and resiliency of our
    controls or compliance programs;

• a cyber-security incident, or a failure to protect our systems and our, our


    clients' and others' information against cyber-attacks, could result in the
    theft, loss, unauthorized access to, disclosure, use or alteration of
    information, system failures, or loss of access to information; any such
    incident or failure could adversely impact our ability to conduct our
    businesses, damage our reputation and cause losses, potentially materially;

• 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
    cyber-security, resiliency and business continuity into our operations,
    information technology infrastructure and 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

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION


                           AND RESULTS OF OPERATIONS

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; • our ability to control operational and resiliency 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;

• economic or financial market disruptions in the U.S. or internationally,


    including those which may result from recessions or political instability;
    for example, the United Kingdom's (U.K.) exit from the European Union or
    actual or potential changes in trade policy, such as tariffs or bilateral and
    multilateral trade agreements;

• our ability to create cost efficiencies through changes in our operational


    processes and to further digitize our processes and interfaces with our
    clients, any failure of which, in whole or in part, may among other things,
    reduce our competitive position, diminish the cost-effectiveness of our
    systems and processes or provide an insufficient return on our associated
    investment;

• our ability to promote a strong culture of risk management, operating


    controls, compliance oversight, ethical behavior and governance that meets
    our expectations and those of our clients and our regulators, and the
    financial, regulatory, reputational and other consequences of our failure to
    meet such expectations;

• the impact on our compliance and controls enhancement programs associated


    with the appointment of a monitor under the deferred prosecution agreement
    with the DOJ and compliance consultant appointed under a settlement with the
    SEC, including the potential for such monitor and compliance consultant to
    require changes to our programs or to identify other issues that require
    substantial expenditures, changes in our operations, payments to clients or
    reporting to U.S. authorities;

• the results of our review of our billing practices, including additional


    findings or amounts we may be required to reimburse clients, as well as
    potential consequences of such review, including damage to our client
    relationships or our reputation, adverse actions or penalties imposed by
    governmental authorities and costs associated with remediation of identified
    deficiencies;

• 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;

• 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 CRD, and joint ventures will not achieve their anticipated
    financial, operational and product innovation benefits or will



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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION


                           AND RESULTS OF OPERATIONS

not be integrated successfully, or that the integration will take longer than anticipated; that expected synergies will not be achieved or unexpected negative synergies or liabilities will be experienced; that client and deposit retention goals will not be met; that other regulatory or operational challenges will be experienced; and that disruptions from the transaction will harm our relationships with our clients, our employees or regulators; • our ability to integrate CRD's front office software solutions with our


    middle and back office capabilities to develop our front-to-middle-to-back
    office State Street Alpha that is competitive, generates revenues in line
    with our expectations and meets our clients' requirements; the dependency of
    State Street Alpha on enhancements to our data management and the risks to
    our servicing model associated with increased exposure to client data;

• 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. OVERVIEW OF FINANCIAL RESULTS TABLE 1: OVERVIEW OF FINANCIAL RESULTS


                                           Three Months Ended March 31,
(Dollars in millions, except per
share amounts)                              2020                   2019               % Change
Total fee revenue                    $         2,399         $         2,260             6%
Net interest income                              664                     673            (1)
Total other income                                 2     -                (1 ) -         nm
Total revenue                                  3,065                   2,932             5
Provision for credit losses(1)                    36                       4             nm
Total expenses                                 2,255                   2,293            (2)
Income before income tax expense                 774                     635             22
Income tax expense                               140                     127             10
Net income                           $           634         $           508             25
Adjustments to net income:
Dividends on preferred stock(2)      $           (53 )       $           (55 )          (4)
Earnings allocated to participating
securities(3)                                     (1 )                    (1 )           -
Net income available to common
shareholders                         $           580         $           452             28
Earnings per common share:
Basic                                $          1.64         $          1.20             37
Diluted                                         1.62                    1.18             37
Average common shares outstanding
(in thousands):
Basic                                        353,746                 377,915            (6)
Diluted                                      357,993                 381,703            (6)
Cash dividends declared per common
share                                $           .52         $           .47             11
Return on average common equity                 10.9 %                   8.7 %         220    bps
Pre-tax margin                                  25.3                    21.7           360





(1) We adopted ASU 2016-13, Financial Instruments - Credit Losses (ASC 326):
Measurement of Credit Losses on Financial Instruments, on January 1, 2020.
Please refer to Note 1 to the consolidated financial statements in this Form
10-Q for additional information.
(2) Additional information about our preferred stock dividends is provided in
Note 13 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.
nm Not meaningful
The following "Financial Results and Highlights" section provides information
related to significant events, as well as highlights of our consolidated
financial results for the first quarter of 2020 presented in Table 1: Overview
of Financial Results. More detailed information about our consolidated financial
results, including the comparison of our financial results for the first quarter
of 2020 compared to the same period in

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION


                           AND RESULTS OF OPERATIONS

2019, 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 2019 period to the relevant 2020 period results.
Financial Results and Highlights
•      EPS of $1.62 in the first quarter of 2020 increased 37% compared to $1.18
       in the same period in 2019.


•      The COVID-19 pandemic, and the actions we took to support our clients, the
       financial markets and the broader economy, is reflected in our results for
       the first quarter of 2020. This includes accommodating higher than usual
       U.S. client deposits in March 2020 and a 64% increase in FX trading
       services revenue in the first quarter of 2020 as compared to the same
       period in 2019 reflecting higher FX volume amidst significant market
       volatility towards quarter-end. Operationally, we maintained business
       continuity, resiliency and operational effectiveness with approximately
       90% of our global employees working from home by the end of the quarter.

• The impact of notable items in the first quarter of 2020 includes:

• acquisition costs of approximately $11 million primarily related to CRD; and




•            costs of $9 million due to the redemption of all outstanding Series
             C non-cumulative perpetual preferred stock representing the
             difference between the redemption value and the net carrying value
             of the preferred stock.

• The impact of notable items in the first quarter of 2019 includes:




•            acquisition and restructuring costs of $9 million, consisting of
             acquisition costs related to CRD of $13 million, partially offset by
             a $4 million accrual release for restructuring; and

• legal and related expenses of approximately $14 million.




•      CRD contributed approximately $95 million and $58 million in total revenue
       and total expenses, respectively, in the first quarter of 2020, compared
       to $96 million and $41 million, respectively, in the same period in 2019.
       In addition, CRD-related expenses include $17 million and $15 million in
       amortization of other



intangible assets in the first quarters of 2020 and 2019, respectively. CRD
revenue with affiliated entities, which is eliminated in our consolidated
financial statements, was $5 million and $3 million for the first quarters of
2020 and 2019, respectively.
•      In the first quarter of 2020, return on equity of 10.9% increased from
       8.7% in the same period in 2019, primarily due to an increase in net
       income available to common shareholders. Pre-tax margin of 25.3% in the
       first quarter of 2020 increased from 21.7% in the same period in 2019,
       primarily due to higher total revenue and lower expenses.


•      Operating leverage was 6.2% in the first quarter of 2020. 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 $500 million of our common stock in the first quarter of
       2020 under our common stock purchase program announced in June 2019. On
       March 16, 2020, we announced that we temporarily suspended our common
       stock repurchase program, together with the other U.S. based GSIFIs, in
       light of the COVID-19 pandemic.


•      As our clients participated in the Federal Reserve's Money Market Mutual
       Fund Liquidity Facility (MMLF) program in the first quarter of 2020, we
       purchased $27 billion of investment securities under that program
       providing liquidity to our clients by facilitating more than 50% of the
       MMLF program usage. In April 2020, we were selected to serve as custodian
       and accounting administrator for the Federal Reserve's Commercial Paper
       Funding Facility and to its Primary and Secondary Market Corporate Credit
       Fund Facilities.

Revenue


•      Total revenue and fee revenue increased 5% and 6%, respectively, in the
       first quarter of 2020 compared to the same period in 2019, primarily
       driven by increases in servicing fees, management fees and foreign
       exchange trading services, partially offset by lower securities finance
       revenues and software and processing fees and, in the case of total
       revenue, by NII.


•      Servicing fee revenue increased 3% in the first quarter of 2020 compared
       to the same period in 2019, primarily due to higher client activity and
       flows, average market levels, and net new business, partially offset by
       pricing headwinds.



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

•      Management fee revenue increased 7% in the first quarter of 2020 compared
       to the same period in 2019, primarily due to higher average equity market
       levels and the run rate revenue impact of inflows from ETFs and cash
       throughout 2019, partially offset by mix changes away from higher fee
       institutional products.


•      Foreign exchange trading services increased 64% in the first quarter of
       2020 compared to the same period in 2019, primarily due to a significant
       increase in FX volatility and trading volumes amidst significant market
       disruptions towards quarter-end.


•      Securities finance revenue decreased 22% in the first quarter of 2020
       compared to the same period in 2019, primarily due to decreases in
       enhanced custody balances due to client deleveraging and a decline in
       equity markets and lower agency lending revenues due to lower spreads and
       balances with the market volatility in the first quarter of 2020.


•      Software and processing fees revenue decreased 41% in the first quarter of
       2020 compared to the same period in 2019, primarily due to market-related
       adjustments and lower income on tax advantaged investments.


•      NII decreased 1% in the first quarter of 2020 compared to the same period
       in 2019, primarily due to the impact of lower market rates, partially
       offset by stronger deposit balances reflecting period-end inflows, and
       episodic market-related benefits.


Provision for Credit Losses
•      In the first quarter of 2020, we recorded a provision for credit losses
       related to loans and financial assets held at amortized cost, including
       investment securities held-to-maturity and off-balance sheet commitments
       of $36 million based on the CECL methodology, reflecting the impact of
       COVID-19 driven changes in our economic outlook as of quarter-end on
       estimated lifetime losses under the CECL methodology. While we took steps
       in late March to incorporate the impact of the COVID-19 pandemic on the
       economic forecast utilized to determine our allowance for credit losses,
       which drives our provision, if the economic forecast worsens relative to
       the assumptions we utilized in March our allowance for credit losses will
       increase accordingly in future periods. This compares to a $4 million
       provision for credit losses in the same period in 2019 (which was under
       the previous incurred loss model).


Expenses


•      Total expenses decreased 2% in the first quarter of 2020 compared to the
       same period in 2019, primarily reflecting savings from resource
       discipline, process re-engineering and automation initiatives.


AUC/A and AUM
•      AUC/A decreased 2% as of March 31, 2020 compared to March 31, 2019,
       primarily due to lower end of period equity market levels and a previously
       announced client transition, partially offset by higher fixed income
       market levels. In the first quarter of 2020, newly announced asset
       servicing mandates totaled approximately $171 billion. Servicing assets
       remaining to be installed in future periods totaled approximately $1.06
       trillion as of March 31, 2020.


•      AUM decreased 4% as of March 31, 2020 compared to March 31, 2019,
       primarily due to lower end of period equity market levels, partially
       offset by net inflows from cash and ETFs.


Capital and Capital Redemptions
•      In the first quarter of 2020, we returned a total of approximately $683
       million to our shareholders in the form of common stock dividends and
       share purchases.


•            We declared aggregate common stock dividends of $0.52 per share,
             totaling $183 million in the first quarter of 2020, compared to
             $0.47 per share, totaling $177 million in the same period in 2019,
             representing an increase of approximately 11% on a per share basis.


•            In the first quarter of 2020, we acquired 6.5 million shares of
             common stock at an average per share cost of $77.35 and an aggregate
             cost of approximately $500 million. In the first quarter of 2019, we
             acquired 4.2 million shares of common stock at an average per share
             cost of $70.93 and an aggregate cost of approximately$300 million.
             These purchases were all conducted under share purchase programs
             approved by our Board of Directors.


•      Our CET1 capital ratio was 10.7% as of March 31, 2020 compared to 11.7% as
       of December 31, 2019, and Tier 1 leverage ratio decreased to 6.1% as of
       March 31, 2020, compared to 6.9% as of December 31, 2019, due primarily to
       increased leverage assets and the redemption of our $500 million Series C



                                                   State Street Corporation | 10

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION


                           AND RESULTS OF OPERATIONS

preferred stock in the first quarter of 2020. As of March 31, 2020, standardized
approaches capital ratios were binding for the period.
Capital Redemptions
•      We redeemed all outstanding Series C non-cumulative perpetual preferred
       stock as of March 15, 2020 at a redemption price of $500 million ($100,000
       per share equivalent to $25.00 per depositary share) plus accrued and
       unpaid dividends. The difference of $9 million between the redemption
       value and the net carrying value resulted in an EPS impact of
       approximately ($0.03) per share in the first quarter of 2020.


Debt Issuances
•      On January 24, 2020, we issued $750 million aggregate principal amount of
       2.400% Senior Notes due 2030.


•      On March 26, 2020, we issued $750 million aggregate principal amount of
       2.825% Fixed-to-Floating Rate Senior Notes due 2023, $500 million
       aggregate principal amount of 2.901% Fixed-to-Floating Rate Senior Notes
       due 2026 and $500 million aggregate principal amount of 3.152% of
       Fixed-to-Floating Rate Senior Notes due 2031.

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