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, 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 $33.52 trillion of AUC/A and $3.05
trillion of AUM as of June 30, 2020.
As of June 30, 2020, we had consolidated total assets of $280.24 billion,
consolidated total deposits of $200.46 billion, consolidated total shareholders'
equity of $24.87 billion and 39,068 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 17 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 six 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


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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,
    challenges associated with our return to office plans such as maintaining a
    safe office environment and integrating at-home and in-office staff, 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



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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION


                           AND RESULTS OF OPERATIONS

other currencies in which we record revenue or accrue expenses; 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 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;

• geopolitical risks applicable to our operations and activities in


    jurisdictions globally, including emerging markets and economies, that have
    the potential to disrupt or impose costs, delays or damages upon our, our
    clients', our counterparties' and suppliers' and our infrastructure
    providers' respective operations, activities and strategic planning and to
    compromise financial markets and stability;

• 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



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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION


                           AND RESULTS OF OPERATIONS

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 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

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION


                           AND RESULTS OF OPERATIONS

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 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.

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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)                                         2020               2019          % Change
Total fee revenue                           $      2,378       $      2,260              5 %
Net interest income                                  559                613             (9 )
Total revenue                                      2,937              2,873              2
Provision for credit losses(1)                        52                  1             nm
Total expenses                                     2,082              2,154             (3 )
Income before income tax expense                     803                718             12
Income tax expense                                   109                131            (17 )
Net income                                  $        694       $        587             18
Adjustments to net income:
Dividends on preferred stock(2)             $        (32 )     $        (50 )          (36 )
Net income available to common shareholders $        662       $        537             23
Earnings per common share:
Basic                                       $       1.88       $       1.44             31
Diluted                                             1.86               1.42             31
Average common shares outstanding (in thousands):
Basic                                            352,157            373,773             (6 )
Diluted                                          356,413            377,577             (6 )
Cash dividends declared per common share    $        .52       $        .47             11
Return on average common equity                     12.1 %             10.1 %     200  bps
Pre-tax margin                                      27.3               25.0       230

                                                Six Months Ended June 30,
(Dollars in millions, except per share
amounts)                                         2020               2019          % Change
Total fee revenue                           $      4,777       $      4,520              6 %
Net interest income                                1,223              1,286             (5 )
Total other income                                     2                 (1 )           nm
Total revenue                                      6,002              5,805              3
Provision for credit losses(1)                        88                  5             nm
Total expenses                                     4,337              4,447             (2 )
Income before income tax expense                   1,577              1,353             17
Income tax expense                                   249                258             (3 )
Net income                                  $      1,328       $      1,095             21
Adjustments to net income:
Dividends on preferred stock(2)             $        (85 )     $       (105 )          (19 )
Earnings allocated to participating
securities(3)                                         (1 )               (1 )            -
Net income available to common shareholders $      1,242       $        989             26
Earnings per common share:
Basic                                       $       3.52       $       2.63             34
Diluted                                             3.48               2.61             33
Average common shares outstanding (in thousands):
Basic                                            352,952            375,832             (6 )
Diluted                                          357,028            379,465             (6 )
Cash dividends declared per common share    $       1.04       $        .94             11
Return on average common equity                     11.5 %              9.4 %     210  bps
Pre-tax Margin                                      26.3               23.3       300





(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 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.
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 second quarter of 2020 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, 2020 to the same periods in 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 $1.86 in the second quarter of 2020 increased 31% compared to $1.42
       in the same period in 2019.


•      The impact of 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 second quarter and first six months of 2020.

• This includes accommodating higher than usual U.S. client deposits; and




•            an increase in FX trading services revenue in the three and six
             months ended June 30, 2020 as compared to the same periods in 2019.


•            Operationally, we maintained business continuity, resiliency and
             operational effectiveness with approximately 90% of our global
             employees working from home through the end of the quarter.


•            We continued to onboard new clients and managed elevated transaction
             volumes amidst the COVID-19 pandemic.


•            We actively assisted clients with access to various Federal Reserve
             programs that support the flow of liquidity and credit. We supported
             our clients' liquidity needs by processing nearly 50% of the value
             of commercial paper sold under the Money Market Mutual Fund
             Liquidity Facility (MMLF) and are custodian and administrator for
             four Federal Reserve programs: Commercial Paper Funding Facility,
             Main Street Lending Program, and Primary and Secondary Markets
             Corporate Credit Facilities.



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          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
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•            On March 16, 2020, we announced, together with the other U.S. based
             G-SIBs, that we temporarily suspended our common stock repurchase
             program, in light of the COVID-19 pandemic. As a result, we had no
             repurchases of our common stock in the second quarter of 2020. In
             addition, we will not repurchase any common stock in the third
             quarter of 2020 under current Federal Reserve requirements.


•      The impact of notable items in both the second quarters of 2020 and 2019
       includes approximately $12 million of acquisition and restructuring costs,
       primarily related to CRD.


•      In the second quarter of 2020, return on equity of 12.1% increased from
       10.1% in the same period in 2019, primarily due to an increase in net
       income available to common shareholders. Pre-tax margin of 27.3% in the
       second quarter of 2020 increased from 25.0% in the same period in 2019,
       primarily due to higher total revenue and lower expenses.


•      Operating leverage was 5.5% in the second 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.


•      In June 2020, the Federal Reserve released results from the 2020 CCAR
       submission, which included preliminary SCB requirements for the twelve
       months starting October 1, 2020. We were notified by the Federal Reserve
       that our preliminary SCB is 2.5%, implying no change to our regulatory
       capital requirements at this time. The Federal Reserve will provide each
       participating CCAR bank organization with its final SCB by August 31,
       2020. Due to the economic challenges created by the COVID-19 pandemic, all
       participating CCAR banks will be required to resubmit their capital plans
       within 45 days after the Federal Reserve provides updated scenarios. In
       line with the decision to administer a new stress test, the Federal
       Reserve is limiting the ability of all CCAR banking organizations to
       distribute capital during the third quarter of 2020 beyond common
       dividends at their current levels.

Revenue


•      Total revenue and fee revenue increased 2% and 5%, respectively, in the
       second quarter of 2020 compared to the same period in 2019, primarily
       driven by increases in servicing fees, foreign exchange trading services
       and



software and processing fees, partially offset by lower management fees and
securities finance revenues and, in the case of total revenue, by a decline in
NII.
•      Servicing fee revenue increased 2% in the second quarter of 2020 compared
       to the same period in 2019, primarily due to higher client activity and
       net new business, partially offset by moderating pricing headwinds.


•      Management fee revenue decreased 4% in the second quarter of 2020 compared
       to the same period in 2019, primarily due to institutional net outflows,
       partially offset by net inflows from cash and ETFs, particularly in SPDR®
       Portfolio and Sector ETFs.


•      Foreign exchange trading services increased 26% in the second quarter of
       2020 compared to the same period in 2019, primarily reflecting
       significantly elevated FX volume and volatility.


•      Securities finance revenue decreased 27% in the second quarter of 2020
       compared to the same period in 2019, primarily due to decreases in
       enhanced custody balances due to client deleveraging and lower agency
       lending revenues due to a mix shift to fixed income assets and lower
       spreads.


•      Software and processing fees revenue increased 46% in the second quarter
       of 2020 compared to the same period in 2019, primarily due to revenue
       associated with a significant CRD wealth client implementation and several
       client renewals, as well as market-related adjustments.


•      CRD contributed approximately $138 million and $61 million in total
       revenue and total expenses, respectively, in the second quarter of 2020,
       compared to $87 million and $46 million, respectively, in the same period
       in 2019. In addition, CRD-related expenses include $16 million and $17
       million in amortization of other intangible assets in the second quarters
       of 2020 and 2019, respectively. CRD revenue with affiliated entities,
       which is eliminated in our consolidated financial statements, was $7
       million and $4 million for the second quarters of 2020 and 2019,
       respectively.


•      NII decreased 9% in the second quarter of 2020 compared to the same period
       in 2019, primarily due to the impact of lower market rates, partially
       offset by higher deposit balances and our support for our clients'
       liquidity needs through the MMLF program.


Provision for Credit Losses
•      In the second quarter of 2020, we recorded a provision for credit losses
       related to loans and



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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION


                           AND RESULTS OF OPERATIONS

financial assets held at amortized cost, including investment securities held-to-maturity and off-balance sheet commitments of $52 million based on the CECL methodology, adopted January 1, 2020. This reflects portfolio credit migration within our loan portfolio, as well as a downward revision in management's economic outlook as of quarter-end reflecting the impact of COVID-19. • The second quarter provision compares to a $1 million provision for credit


       losses in the same period in 2019 (which was under the previous incurred
       loss model).


Expenses


•      Total expenses decreased 3% in the second quarter of 2020 compared to the
       same period in 2019, primarily reflecting on-going expense management
       initiatives.


AUC/A and AUM
•      AUC/A increased 2% as of June 30, 2020 compared to June 30, 2019,
       primarily due to higher period-end market levels and client flows,
       partially offset by a previously announced client transition. In the
       second quarter of 2020, newly announced asset servicing mandates totaled
       approximately $162 billion. Servicing assets remaining to be installed in
       future periods totaled approximately $1.04 trillion as of June 30, 2020.


•      AUM increased 5% as of June 30, 2020 compared to June 30, 2019, primarily
       due to net inflows from cash and ETFs and higher period-end equity market
       levels, partially offset by institutional outflows.

Capital


•      In the second quarter of 2020, we returned a total of approximately $183
       million to our shareholders in the form of common stock dividends.


•            We declared aggregate common stock dividends of $0.52 per share,
             totaling $183 million in the second quarter of 2020, compared to
             $0.47 per share, totaling $175 million in the same period in 2019,
             representing an increase of approximately 11% on a per share basis.


•            We had no repurchases of our common stock in the second quarter of
             2020 under current Federal Reserve's requirements. 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.



•      Our binding CET1 capital ratio was 12.3% as of June 30, 2020 compared to
       11.7% as of December 31, 2019, driven by higher retained earnings and a
       reduction in RWA, with significant headroom above the applicable
       regulatory requirement. Our Tier 1 leverage ratio decreased to 6.1% as of
       June 30, 2020, compared to 6.9% as of December 31, 2019, primarily due to
       increased leverage assets in the second quarter of 2020. Our standardized
       approach capital ratios were binding as of June 30, 2020.

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