-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QpMC6/ti2rIfEyLGlSdYUMhbg1mdjQ1k0nsoVJnWTXWWsxYYU1guamDojyjC1s+g Ijk6CxvpXnPwjvQgu+S3EQ== 0001157523-07-006908.txt : 20070717 0001157523-07-006908.hdr.sgml : 20070717 20070717082728 ACCESSION NUMBER: 0001157523-07-006908 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070717 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070717 DATE AS OF CHANGE: 20070717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STATE STREET CORP CENTRAL INDEX KEY: 0000093751 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042456637 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07511 FILM NUMBER: 07982902 BUSINESS ADDRESS: STREET 1: STATE STREET FINANCIAL CENTER STREET 2: ONE LINCOLN STREET CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6177863000 MAIL ADDRESS: STREET 1: STATE STREET FINANCIAL CENTER STREET 2: ONE LINCOLN STREET CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: STATE STREET BOSTON FINANCIAL CORP DATE OF NAME CHANGE: 19780525 8-K 1 a5448497.txt STATE STREET CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2007 State Street Corporation ................................................................ (Exact name of registrant as specified in its charter) Massachusetts 001-07511 04-2456637 ......................... ........................ ......................... (State of Incorporation) (Commission File Number) (IRS Employer Identification Number) One Lincoln Street, Boston, Massachusetts 02111 ................................................................. (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (617) 786-3000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Item 2.02. Results of Operations and Financial Condition. On July 17, 2007, State Street Corporation issued a news release announcing its results of operations and related financial information for the second quarter of 2007. A copy of that news release is furnished herewith as Exhibit 99.1, and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. State Street Corporation's news release dated July 17, 2007, announcing second quarter 2007 results of operations and related financial information, is furnished herewith as Exhibit 99.1. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. STATE STREET CORPORATION By: /s/ James J. Malerba -------------------------------------- Name: James J. Malerba Title: Senior Vice President and Corporate Controller Date: July 17, 2007 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 News release dated July 17, 2007, announcing second quarter 2007 results of operations and related financial information. EX-99.1 2 a5448497-ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 State Street Corporation Achieves Record Revenue and Operating EPS in Second Quarter Positive Operating Leverage Continues Strong Momentum at Investors Financial as Customer Conversions Begin BOSTON--(BUSINESS WIRE)--July 16, 2007--State Street Corporation announced today second-quarter earnings per share of $1.07 compared to $0.68 per share for the second quarter of 2006, which included non-cash tax adjustments of $0.25 per share, or $0.93 per share without those adjustments. Revenue of $1.921 billion in the second quarter of 2007 represented a record and is up 16.4%, compared to $1.651 billion in the year-ago quarter. Total expenses in the second quarter of 2007 of $1.358 billion are up 15.5%, compared to $1.176 billion in the year-ago quarter. As a result, the Corporation generated about 90 basis points of positive operating leverage. For the second quarter of 2007, return on shareholders' equity is 19.2%, compared to 14.0% in the second quarter of 2006 including the tax adjustments or 19.2% excluding the tax adjustments. State Street's acquisition of Investors Financial Services Corp. closed on July 2, 2007, and consequently, State Street's results for the quarter do not reflect any contribution from the acquisition. Ronald E. Logue, State Street's chairman and chief executive officer, said, "Our strong performance during the first six months of this year demonstrates the successful execution of our global strategy, while we continue to build for the future with our acquisition of Investors Financial. The improved results are particularly significant in view of last year's strong second quarter. The 12 percent increase in servicing fees this quarter highlights our ability to win new business globally while deepening relationships with existing customers." Logue added, "State Street Global Advisors, which grew 22 percent from last year's second quarter, continues to make a larger contribution to our bottom line as it places greater emphasis on its quantitative active strategies. We are pleased to achieve the eleventh consecutive quarter of positive operating leverage compared to the prior-year quarter. We also continued to benefit from our balance sheet strategy. We achieved 1.64 percent in net interest margin on a 44 percent improvement in fully taxable-equivalent net interest revenue." Logue concluded, "The results of Investors Financial in the second quarter were strong, like State Street's, and so we are revising our financial goals for 2007: We now expect that revenue growth will be between 20 percent and 22 percent; up from 16 percent to 18 percent we forecast in February when we announced the deal. Excluding merger and integration charges, growth in operating earnings per share will be between 10 percent and 15 percent; and operating return on equity will be between 14 percent and 17 percent, both of which were our original financial goals we established more than two years ago. We expect to achieve in the upper half of each of these ranges for 2007." SECOND QUARTER RESULTS VS. YEAR-AGO QUARTER Total revenue increased 16.4% to $1.9 billion in the second quarter of 2007 compared to the second quarter of 2006, and total expenses grew 15.5% to $1.4 billion over the same period. Servicing fees are up 12%, to $766 million from $683 million in last year's second quarter. The increase is attributable to new business from existing and new customers in 2007 and higher equity market valuations. Total assets under custody are $13.04 trillion at June 30, 2007, up 20%, compared with $10.86 trillion a year ago. Daily average values for the S&P 500 Index are up 17%, for the MSCI(R) EAFE Index(SM) are up 22%, and for the NASDAQ are up 14%, during the second quarter 2007 from the year-ago quarter. Investment management fees, generated by State Street Global Advisors, are $284 million, up 22% from $232 million a year ago. Management fees reflect continued new business and an increase in average month-end equity valuations. Total assets under management are $1.93 trillion at June 30, 2007, up 26%, compared to $1.53 trillion the previous year. Trading services revenue, which includes foreign exchange trading revenue and brokerage and other fees, is $260 million for the quarter, up 1% from $258 million a year ago. The slight improvement was due primarily to new revenue streams generated from our Currenex acquisition, offset somewhat by weaker volatility in foreign exchange. Securities finance revenue is $162 million in the quarter, up 27% compared to $128 million in the year-ago quarter, primarily reflecting an increase in demand. Both quarters' results represent seasonally high activity. Processing fees and other revenue are down 12% at $65 million, compared to $74 million primarily due to the consolidation of tax-exempt investments onto the balance sheet in the third quarter of 2006. Net interest revenue on a fully taxable-equivalent basis is $397 million, an increase of $122 million, or 44%, from $275 million a year ago. The increase in net interest revenue is due to a favorable mix of deposits and improved spreads. Net interest margin increased to 1.64% from 1.20% a year ago. Expenses increased from $1.176 billion to $1.358 billion, up $182 million, or 15.5%. Salaries and benefits expenses are up 18% to $808 million, primarily attributable to incentive compensation due to improved performance, increased staffing to support new business, and merit increases. Expenses for information systems & communications decreased $1 million, to $128 million. The increase in expenses includes higher transaction processing services, up 5% to $141 million, due to higher volumes. Occupancy expense increased 3%, or $3 million, to $98 million. Other expenses increased 37% to $183 million from $134 million due to costs associated with the acquisitions and with new business initiatives, as well as sales promotion expenses. SECOND-QUARTER 2007 RESULTS VS. FIRST QUARTER 2007 Second-quarter earnings per share of $1.07 is up 15%, compared to earnings per share of $0.93 in the first quarter. Total revenue in the second quarter of $1.921 billion is up 13.3% versus $1.696 billion in the first quarter. Total expenses are $1.358 billion, up 12.0% versus $1.213 billion in the first quarter. As a result, the Corporation generated about 130 basis points of positive operating leverage. For the second quarter of 2007, return on shareholders' equity is 19.2% compared with 17.4% in the first quarter. Servicing fees are up 7% to $766 million and management fees are up 9% to $284 million, both due to new business and higher equity valuations. Trading services increased 18% to $260 million due to strength in foreign exchange volumes and brokerage. Securities finance revenue increased 65%, from $98 million to $162 million, due to improved spreads and seasonally high volumes. Processing fees and other revenue are down from $73 million to $65 million primarily due to lower fees from leasing and structured products. Net interest revenue on a fully taxable-equivalent basis increased $60 million, or 18%, to $397 million, compared to $337 million in the first quarter. Salaries and employee benefits total $808 million, an increase of $69 million, or 9%, from $739 million, attributable to the impact of incentive compensation due to improved performance, increased staffing to support new business, and benefit increases. Transaction processing services increased $12 million, or 9%, to $141 million due to an increase in volumes. Information systems and communications expense is up 2%, or $3 million, to $128 million. Occupancy increased $4 million or 4% to $98 million. Other expenses are up $57 million, or 45%, from $126 million to $183 million primarily as a result of costs associated with new business initiatives and with the acquisitions, as well as increased securities processing expenses. The effective tax rate for the second quarter is 35.0%, flat with the first quarter. ADDITIONAL INFORMATION All per share amounts represent diluted earnings per share. INVESTOR CONFERENCE CALL State Street will webcast an investor conference call today, Tuesday, July 17, 2007, at 9:30 a.m. EDT, available at www.statestreet.com/stockholder. The conference call will also be available via telephone, at +1 719/457-2679 (confirmation code 2823043). Recorded replays of the conference call will be available on the web site, and by telephone at +1 402/220-4230, beginning at 2:00 PM today. The telephone replay will be available for two weeks following the conference call. This press release and additional financial information is available on State Street's website, at www.statestreet.com/stockholder, under "Financial Reports." State Street Corporation (NYSE: STT) is the world's leading provider of financial services to institutional investors, including investment servicing, investment management and investment research and trading. With $13.040 trillion in assets under custody and $1.934 trillion in assets under management at June 30, 2007, State Street operates in 26 countries and more than 100 geographic markets worldwide and employs 22,350 worldwide. On July 2, 2007, State Street closed its acquisition of Investors Financial Services Corp. As of June 30, 2007, Investors Financial held $2.4 trillion of assets under administration of which $1.915 trillion were held in custody. On a pro forma basis with this acquisition, State Street has $14.96 trillion in assets under custody as of June 30, 2007. For more information, visit State Street's web site at www.statestreet.com or call 877/639-7788 (NEWS STT) toll-free in the United States and Canada, or +1 202/266-3340 outside those countries. FORWARD-LOOKING STATEMENTS This news announcement contains forward-looking statements as defined by United States securities laws, including statements about the recently completed acquisition of Investors Financial Services Corporation, as well as about our financial goals, the financial outlook and business environment. These statements are not guarantees of future performance, are inherently uncertain, are based on current assumptions that are difficult to predict and involve a number of risks and uncertainties. Therefore, actual outcomes and results may differ materially from what is expressed in those statements, and those statements should not be relied upon as representing State Street's expectations or beliefs as of any date subsequent to the date of this release. Important factors that may affect future results and outcomes include: -- State Street's ability to integrate and convert acquisitions into its business, including the recently closed acquisition of Investors Financial Services Corporation; -- the level and volatility of interest rates, particularly in the U.S. and Europe; the performance and volatility of securities, currency and other markets in the U.S. and internationally; economic conditions and monetary and other governmental actions designed to address those conditions; -- State Street's ability to attract non-interest bearing deposits and other low-cost funds; -- the competitive environment in which State Street operates; -- the enactment of legislation and changes in regulation and enforcement that impact State Street and its customers; -- State Street's ability to continue to grow revenue, control expenses and attract the capital necessary to achieve its business goals and comply with regulatory requirements; -- State Street's ability to control systemic and operating risk; -- trends in the globalization of investment activity and the growth on a worldwide basis in financial assets; -- trends in governmental and corporate pension plans and savings rates; -- changes in accounting standards and practices, including changes in the interpretation of existing standards, that impact State Street's consolidated financial statements; -- and changes in tax legislation and in the interpretation of existing tax laws by U.S. and non-U.S. tax authorities that impact the amount of taxes due. Other important factors that could cause actual results to differ materially from those indicated by any forward-looking statements are set forth in State Street's 2006 Annual Report on Form 10-K and its subsequent SEC filings. State Street encourages investors to read its 10-K, particularly the section on Risk Factors, and its subsequent SEC filings for additional information with respect to any forward-looking statements and prior to making any investment decision. The forward-looking statements contained in this press release speak only as of the date hereof, July 17, 2007, and State Street will not undertake efforts to revise those forward-looking statements to reflect events after this date. STATE STREET CORPORATION Press Release Addendum Financial Highlights June 30, 2007 Quarters Ended % Change ------------------------------ Q2 Q2 2007 2007 (Dollars in millions, except per share June March June vs. vs. amounts 30, 31, 30, or where otherwise noted) Q1 Q2 2007 2007 2006 2007 2006 - ---------------------------------------------------------------------- Total Revenue $1,921$1,696$1,651 13% 16% Total Expenses 1,358 1,213 1,176 12 15 Net Income 366 314 227 17 61 Diluted Earnings Per Share $ 1.07$ .93$ .68 15 57 Cash Dividends Declared Per Share $ .22$ .21$ .20 Closing Price Per Share of Common Stock (at quarter end) 68.40 64.75 58.09 Return on Equity 19.2% 17.4% 14.0% At Quarter End: Assets Under Custody (AUC) (in trillions) $13.04$12.33$10.86 Assets Under Management (AUM) (in trillions) 1.93 1.85 1.53 Six Months Ended % Change --------------------------------------- 2007 June 30, June 30, vs. (Dollars in millions, except per share information) 2007 2006 2006 - --------------------------------------------------------------------- Total Revenue $ 3,617$ 3,174 14% Total Expenses 2,571 2,272 13 Income Tax Expense 366 393 (7) Income from Continuing Operations 680 509 34 Income from Discontinued Operations - 10 Net Income 680 519 Diluted Earnings Per Share: From Continuing Operations $ 2.00$ 1.52 32 From Discontinued Operations - .03 Net Income 2.00 1.55 Cash Dividends Declared Per Share .43 .39 10 Return on Equity from Continuing Operations 18.4% 15.8% Return on Equity 18.4 16.1 STATE STREET CORPORATION Press Release Addendum SELECTED FINANCIAL INFORMATION Quarters ended June 30, 2007 and June 30, 2006 Quarters Ended --------------------------- June 30, June 30, (Dollars in millions, except per share amounts) 2007 2006 % Change - ------------------------------------------------------------- -------- Fee Revenue: Servicing fees $ 766 $ 683 12 % Management fees 284 232 22 Trading services 260 258 1 Securities finance 162 128 27 Processing fees and other 65 74 (12) --------- -------- Total fee revenue 1,537 1,375 12 Net Interest Revenue: Interest revenue 1,203 1,034 16 Interest expense 818 772 6 --------- -------- Net interest revenue (1) 385 262 47 Provision for loan losses - - --------- -------- Net interest revenue after provision for loan losses 385 262 47 Gains (Losses) on sales of available-for- sale investment securities, net (1) 14 --------- -------- Total revenue 1,921 1,651 16.4 Operating Expenses: Salaries and employee benefits 808 684 18 Information systems and communications 128 129 (1) Transaction processing services 141 134 5 Occupancy 98 95 3 Other 183 134 37 --------- -------- Total operating expenses 1,358 1,176 15.5 --------- -------- Income from continuing operations before income tax expense 563 475 19 Income tax expense from continuing operations 197 248 --------- -------- Income from continuing operations 366 227 61 Income from discontinued operations before income tax expense - - Income tax expense from discontinued operations - - --------- -------- Income from discontinued operations - - --------- -------- Net income $ 366 $ 227 ========= ======== Earnings Per Share From Continuing Operations: Basic $ 1.09 $ .69 58 Diluted 1.07 .68 57 Earnings Per Share From Discontinued Operations: Basic $ - $ - Diluted - - Earnings Per Share: Basic $ 1.09 $ .69 Diluted 1.07 .68 Average Shares Outstanding (in thousands): Basic 335,769 330,804 Diluted 341,101 335,879 Six Months Ended --------------------------- June 30, June 30, (Dollars in millions, except per share amounts) 2007 2006 % Change - ------------------------------------------ ----------------- --------- Fee Revenue: Servicing fees $ 1,484 $ 1,340 11 Management fees 545 452 21 Trading services 480 488 (2) Securities finance 260 209 24 Processing fees and other 138 146 (5) -------- -------- Total fee revenue 2,907 2,635 10 Net Interest Revenue: Interest revenue 2,375 1,995 19 Interest expense 1,665 1,467 13 -------- -------- Net interest revenue (1) 710 528 34 Provision for loan losses - - -------- -------- Net interest revenue after provision for loan losses 710 528 34 Gains (Losses) on sales of available-for- sale investment securities, net - 11 -------- -------- Total revenue 3,617 3,174 14.0 Operating Expenses: Salaries and employee benefits 1,547 1,319 17 Information systems and communications 253 261 (3) Transaction processing services 270 254 6 Occupancy 192 188 2 Other 309 250 24 -------- -------- Total operating expenses 2,571 2,272 13.2 -------- -------- Income from continuing operations before income tax expense 1,046 902 16 Income tax expense from continuing operations 366 393 -------- -------- Income from continuing operations 680 509 34 Income from discontinued operations before income tax expense - 16 Income tax expense from discontinued operations - 6 -------- -------- Income from discontinued operations - 10 -------- -------- Net income $ 680 $ 519 ======== ======== Earnings Per Share From Continuing Operations: Basic $ 2.03 $ 1.54 32 Diluted 2.00 1.52 32 Earnings Per Share From Discontinued Operations: Basic $ - $ .03 Diluted - .03 Earnings Per Share: Basic $ 2.03 $ 1.57 Diluted 2.00 1.55 Average Shares Outstanding (in thousands): Basic 334,908 331,777 Diluted 339,338 336,102 Consolidated Selected Financial Information presented above was prepared in accordance with accounting principles generally accepted in the United States. (1) Net interest revenue on a fully taxable-equivalent basis was $397 million and $275 million for the quarters ended June 30, 2007 and 2006, respectively, and $734 million and $552 million for the six months ended June 30, 2007 and 2006, respectively. These amounts include taxable-equivalent adjustments of $12 million and $13 million for the quarters ended June 30, 2007 and 2006, respectively, and $24 million for each of the six months ended June 30, 2007 and 2006. STATE STREET CORPORATION Press Release Addendum SELECTED FINANCIAL INFORMATION Quarters ended June 30, 2007 and March 31, 2007 Quarters Ended --------------------------- June 30, March 31, (Dollars in millions, except per share amounts) 2007 2007 % Change - ---------------------------------------------------------------------- Fee Revenue: Servicing fees $ 766 $ 718 7 % Management fees 284 261 9 Trading services 260 220 18 Securities finance 162 98 65 Processing fees and other 65 73 (11) --------- -------- Total fee revenue 1,537 1,370 12 Net Interest Revenue: Interest revenue 1,203 1,172 3 Interest expense 818 847 (3) --------- -------- Net interest revenue (1) 385 325 18 Provision for loan losses - - --------- -------- Net interest revenue after provision for loan losses 385 325 18 Gains (Losses) on sales of available-for- sale investment securities, net (1) 1 --------- -------- Total revenue 1,921 1,696 13.3 Operating Expenses: Salaries and employee benefits 808 739 9 Information systems and communications 128 125 2 Transaction processing services 141 129 9 Occupancy 98 94 4 Other 183 126 45 --------- -------- Total operating expenses 1,358 1,213 12.0 --------- -------- Income before income tax expense 563 483 17 Income tax expense 197 169 --------- -------- Net income $ 366 $ 314 17 ========= ======== Earnings Per Share: Basic $ 1.09 $ .94 16 Diluted 1.07 .93 15 Average Shares Outstanding (in thousands): Basic 335,769 334,036 Diluted 341,101 338,727 Consolidated Selected Financial Information presented above was prepared in accordance with accounting principles generally accepted in the United States. (1) Net interest revenue on a fully taxable-equivalent basis was $397 million and $337 million for the quarters ended June 30, 2007 and March 31, 2007, respectively. Both amounts included taxable- equivalent adjustments of $12 million. STATE STREET CORPORATION Press Release Addendum CONSOLIDATED STATEMENT OF CONDITION - ---------------------------------------------------------------------- June 30, December June 30, 31, (Dollars in millions, except per share amounts) 2007 2006 2006 - ---------------------------------------------------------------------- Assets Cash and due from banks $ 4,851 $ 2,368 $ 4,580 Interest-bearing deposits with banks 4,616 5,236 7,634 Securities purchased under resale agreements 10,772 14,678 10,786 Trading account assets 849 785 998 Investment securities available for sale 62,748 60,445 55,071 Investment securities held to maturity 4,308 4,547 4,528 Loans and leases (net of allowance of $18) 12,050 8,928 8,690 Premises and equipment 1,725 1,560 1,541 Accrued income receivable 1,671 1,617 1,468 Goodwill 1,853 1,384 1,359 Other intangible assets 593 434 463 Other assets 6,232 5,371 5,418 --------- --------- --------- Total assets $112,268 $107,353 $102,536 ========= ========= ========= Liabilities Deposits: Noninterest-bearing $ 12,735 $ 10,194 $ 9,944 Interest-bearing -- U.S. 1,091 1,272 2,349 Interest-bearing -- Non-U.S. 59,210 54,180 51,262 --------- --------- --------- Total deposits 73,036 65,646 63,555 Securities sold under repurchase agreements 13,089 19,147 19,393 Federal funds purchased 2,741 2,147 1,811 Other short-term borrowings 3,500 2,835 1,351 Accrued taxes and other expenses 3,204 3,143 2,653 Other liabilities 4,860 4,567 4,705 Long-term debt 4,090 2,616 2,599 --------- --------- --------- Total liabilities 104,520 100,101 96,067 Shareholders' Equity Preferred stock, no par: authorized 3,500,000; issued none Common stock, $1 par: authorized 750,000,000 shares; issued 337,126,000, 337,126,000 and 337,126,000 shares 337 337 337 Surplus 365 399 308 Retained earnings 7,339 7,030 6,579 Accumulated other comprehensive loss (276) (224) (377) Treasury stock (at cost 408,000, 4,688,000 and 6,495,000 shares) (17) (290) (378) --------- --------- --------- Total shareholders' equity 7,748 7,252 6,469 --------- --------- --------- Total liabilities and shareholders' equity $112,268 $107,353 $102,536 ========= ========= ========= CONTACT: State Street Corporation Edward J. Resch, +1 617/664-1110 or Investors: Kelley MacDonald, +1 617/664-3477 or Media: Hannah Grove, +1 617/664-3377 -----END PRIVACY-ENHANCED MESSAGE-----