UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 11-K
______________________
(Mark One)
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x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
OR
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o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
______________________
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A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
STATE STREET SALARY SAVINGS PROGRAM
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B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
STATE STREET CORPORATION
One Lincoln Street
Boston, Massachusetts 02111
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AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
State Street Salary Savings Program Years Ended December 31, 2014 and 2013 With Report of Independent Registered Public Accounting Firm |
State Street Salary Savings Program
Audited Financial Statements and Supplemental Schedule
Years Ended December 31, 2014 and 2013
Contents
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Audited Financial Statements | |
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Supplemental Schedule | |
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Report of Independent Registered Public Accounting Firm
The North America Regional Benefits Committee and State Street Salary Savings Program Participants
We have audited the accompanying statements of net assets available for benefits of the State Street Salary Savings Program (the “Plan”) as of December 31, 2014 and 2013, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the State Street Salary Savings Program at December 31, 2014 and 2013, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2014 has been subjected to audit procedures performed in conjunction with the audit of the State Street Salary Savings Porgram’s financial statements. The information in the supplemental schedules is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
June 29, 2015
State Street Salary Savings Program
Statements of Net Assets Available for Benefits
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| December 31 |
| 2014 | | 2013 |
Assets | | | |
Investments at fair value: | | | |
State Street Corporation ESOP Fund: | | | |
State Street Corporation Common Stock | $ | 240,117,998 |
| | $ | 244,182,254 |
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SSGA Short Term Investment Fund | 738,472 |
| | 1,083,176 |
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SSGA Common and Collective Trust Funds: | | | |
SSGA Daily EAFE Index Securities Lending Fund | 207,790,944 |
| | 220,885,501 |
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SSGA Daily Emerging Markets Index Non-Lending Series Fund | 52,333,854 |
| | 53,517,021 |
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SSGA Passive Bond Market Index Securities Lending Series Fund | 102,890,584 |
| | 90,360,846 |
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SSGA Russell 1000 Growth Index Securities Lending Series Fund | 225,784,072 |
| | 198,864,298 |
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SSGA Russell 1000 Value Index Securities Lending Series Fund | 225,688,544 |
| | 205,728,203 |
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SSGA Russell 2000 Index Securities Lending Series Fund | 213,739,392 |
| | 213,447,060 |
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SSGA S&P 500 Flagship Securities Lending Series Fund | 338,378,366 |
| | 294,438,927 |
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SSGA S&P Midcap Index Securities Lending Series Fund | 271,634,256 |
| | 252,849,770 |
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SSGA World Government Bond Ex-U.S. Index Securities Lending Fund | 17,122,209 |
| | 16,034,425 |
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SSGA Target Retirement 2010 Securities Lending Series Fund | 10,794,903 |
| | 11,360,968 |
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SSGA Target Retirement 2015 Securities Lending Series Fund | 31,758,787 |
| | 32,743,198 |
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SSGA Target Retirement 2020 Securities Lending Series Fund | 69,620,163 |
| | 67,401,598 |
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SSGA Target Retirement 2025 Securities Lending Series Fund | 109,944,133 |
| | 101,073,974 |
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SSGA Target Retirement 2030 Securities Lending Series Fund | 114,610,942 |
| | 103,477,428 |
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SSGA Target Retirement 2035 Securities Lending Series Fund | 115,643,078 |
| | 105,388,647 |
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SSGA Target Retirement 2040 Securities Lending Series Fund | 101,042,795 |
| | 91,851,670 |
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SSGA Target Retirement 2045 Securities Lending Series Fund | 82,137,821 |
| | 72,744,183 |
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SSGA Target Retirement 2050 Securities Lending Series Fund | 53,033,500 |
| | 46,265,283 |
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SSGA Target Retirement 2055 Securities Lending Series Fund | 9,873,461 |
| | 6,027,463 |
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SSGA Target Retirement Income Securities Lending Series Fund | 12,724,687 |
| | 12,711,749 |
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Self Managed Brokerage Accounts | 108,018,416 |
| | 93,914,209 |
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Vanguard Prime Money Market Fund | 188,485,652 |
| | 193,577,780 |
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Total investments at fair value | 2,903,907,029 |
| | 2,729,929,631 |
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Notes receivable - participant loans | 47,826,530 |
| | 47,718,874 |
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Receivable for Investments Sold | 400,857 |
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Income Receivable | 927,406 |
| | 876,009 |
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Total assets at fair value | 2,953,061,822 |
| | 2,778,524,514 |
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Liabilities | | | |
Other liabilities | 799,745 |
| | 2,089,537 |
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Net assets at fair value | 2,952,262,077 |
| | 2,776,434,977 |
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Net assets available for benefits | $ | 2,952,262,077 |
| | $ | 2,776,434,977 |
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See accompanying notes to financial statements.
State Street Salary Savings Program
Statements of Changes in Net Assets Available for Benefits
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| Year Ended December 31 |
| 2014 | | 2013 |
Additions | | | |
Contributions: | | | |
Participants | $ | 108,337,037 |
| | $ | 105,396,735 |
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Employer | 60,044,533 |
| | 59,332,022 |
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Rollovers | 10,411,625 |
| | 11,079,442 |
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Total contributions | 178,793,195 |
| | 175,808,199 |
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Transfer in | 6,660 |
| | 370,624 |
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Net appreciation (depreciation) in fair value of investments | 178,424,520 |
| | 530,845,180 |
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Interest and dividend income | 5,675,105 |
| | 5,582,288 |
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Net investment income | 184,106,285 |
| | 536,798,092 |
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Total additions, including net investment income | 362,899,480 |
| | 712,606,291 |
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Deductions | | | |
Benefits paid | 185,995,454 |
| | 167,186,021 |
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Administrative expenses | 1,076,926 |
| | 2,106,906 |
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Total deductions | 187,072,380 |
| | 169,292,927 |
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Net increase | 175,827,100 |
| | 543,313,364 |
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Net assets available for benefits at beginning of year | 2,776,434,977 |
| | 2,233,121,613 |
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Net assets available for benefits at end of year | $ | 2,952,262,077 |
| | $ | 2,776,434,977 |
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See accompanying notes to financial statements.
State Street Salary Savings Program
Notes to Financial Statements
December 31, 2014
1. Description of the Plan
The description of the State Street Salary Savings Program (the Plan) is provided for general information purposes only. Employees should refer to the Summary Plan Description and Plan document for more complete information.
General
The Plan is a defined contribution plan. The Plan sponsor is State Street Corporation (Plan Sponsor or State Street). The Plan Sponsor is responsible for the general administration of the Plan. State Street Bank and Trust Company (Trustee) serves as the Trustee of the Plan. State Street Global Advisors (SSGA), a division of State Street Corporation, is the Investment Manager of the Common and Collective Trust Funds in the Plan. Vanguard is the Investment Manager for the Prime Money Market Mutual Fund. Fidelity is the participant record keeper for the Plan.
All employees of State Street and certain related companies (collectively, the Company) are immediately eligible to participate in the Plan except for the following categories of employees:
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• | Non-resident aliens with no U.S. source income |
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• | Student interns and co-op employees |
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• | Leased employees and independent contractors |
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• | Employees of a non-participating affiliated company |
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• | Employees of a participating employer who are not on the U.S. payroll |
Contributions
Active participants may elect to make tax-deferred contributions and/or Roth after-tax contributions to the Plan equal to 1% to 50% of their compensation, subject to certain limitations. Participants may also contribute amounts representing rollover distributions from other qualified defined benefit or defined contribution plans.
State Street provides for matching contributions to the Plan in amounts equal to 100% of the first 5% of the employee’s contributions.
Employees must have one year of service to be 100% vested in matching contributions.
All contributions to the Plan are paid to the Trustee. The Trustee holds contributions in trust exclusively for participants and their beneficiaries, invests the contributions as instructed by the participants, and makes benefit payments as they become due.
State Street Salary Savings Program
Notes to Financial Statements (Continued)
1. Description of the Plan (continued)
Investment Options
Participant contributions and Employer contributions are allocated to various investment fund options at the participant's direction. A wide range of investment choices, including various SSGA Common and Collective Trust Funds, a mutual fund, a company stock fund (ESOP) and a Self Managed Brokerage Account (SMBA) are available to participants. Limitations and restrictions apply to direct contributions to the ESOP fund and the Plan limits the amount a participant can invest in the ESOP fund to 25% of the participant’s account balance.
In the event a participant does not make an investment election, and in the event of automatic enrollment, funds are invested in the Target Retirement Date Fund (a common and collective investment fund) that corresponds to the participant’s assumed target retirement year based on the participant’s date of birth.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, employer matching contributions, and related earnings. The benefit to which a participant is entitled is the value of the participant’s vested account balance, including earnings.
Vesting
Participant pre-tax deferral contributions and Roth after-tax contributions are always fully vested. Matching contributions are 100% vested upon completion of one full year of employment with the Company except in the event of death, disability or retirement, in which case, Company contributions become fully vested.
Forfeitures
Upon termination of employment, participants forfeit their unvested balances. Forfeited balances of terminated participants’ unvested accounts may be used to either pay Plan administrative expenses or offset future company contributions to the Plan. Unallocated forfeiture balances as of December 31, 2014 and 2013, were $4,326 and $289,105, respectively. The forfeiture balances that were used to reduce employer contribution expense or to pay Plan administrative expenses as of December 31, 2014 and 2013 were $570,044 and $2,215,000, respectively. Plan forfeitures are invested in the Plan’s Vanguard Prime Money Market Fund until the funds are otherwise allocated.
In-Service Withdrawals
The Plan provides that in-service withdrawals are available as follows:
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• | Age 59-1/2 (all sources) |
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• | Disability withdrawals (all sources) |
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• | Rollover withdrawals (rollover account) |
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• | Post-tax withdrawals (Pre-1987 Thrift Incentive Plan (TIP) balances) |
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• | Hardship withdrawals (TIP, Roth post-tax - excluding earnings, rollover and employee pre-tax - excluding earnings) |
Hardship withdrawals are available to satisfy an immediate and heavy financial need, provided the need cannot be satisfied with all other resources (as defined in the Plan).
State Street Salary Savings Program
Notes to Financial Statements (Continued)
1. Description of the Plan (continued)
Payment of Benefits
Upon retirement or other termination of employment, a participant eligible to receive a benefit may receive an immediate lump-sum distribution directly or in the form of a rollover. If the vested value of the participant's account balance is greater than $5,000, the participant may elect to defer the payment of their benefits and remain in the Plan, at which time the participant becomes non-active. If the value of the participant's account balance is greater than $1,000 but not more than $5,000, a distribution in the form of an automatic rollover to an IRA will be made if the participant does not provide distribution instructions within 90 days of his or her termination date. Account balances of $1,000 or less will be automatically distributed to the participant in cash (by check) if no distribution instruction is received within 90 days of the participant's termination.
Installment payments are also available to participants who are retiree eligible at the time of termination. In order to be retiree eligible, a participant must be at least age 55 with a minimum of five years of eligible service upon termination of employment. Installment periods available include monthly, quarterly, semi-annually and annually.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000, up to a maximum equal to the lesser of one-half of the participant’s vested balance, or $50,000. Loans are secured by the balance in the participant’s account and bear interest at a rate comparable to a similar loan with a commercial institution. Repayment of principal plus interest is required within five years, unless the loan is for the purchase of a principal residence. Principal and interest are paid ratably through payroll deductions. In the event of termination of employment, participants with outstanding loans may elect to continue to repay their outstanding loan balance directly to the Trustee; such loan shall not become immediately due and payable until such time as there is an event of a default.
Plan Termination
Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). In the event of termination of the Plan, all participants will become fully vested.
Administrative Expenses
The Plan’s administrative expenses are paid by either the Plan or by State Street, according to the Plan’s provisions, and include such expenses as recordkeeping fees. Expenses relating to investment management fees are charged to the particular investment fund to which the expenses relate. All other administrative expenses not paid by the Plan are paid by State Street.
State Street Salary Savings Program
Notes to Financial Statements (Continued)
1. Description of the Plan (continued)
Plan Amendments and Other Investment Strategy Changes
During 2014, the following material amendments were made to the Plan:
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• | Effective November 3, 2014, the definition of “Commissions” was clarified to encompass cash sales incentives, but excluding amounts subject to automatic deferral under the subject sales incentive plan. |
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• | Effective for hardship withdrawals taken on or after November 3, 2014, elective contributions are automatically suspended for six months following approval of a hardship withdrawal. |
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• | Effective January 1, 2015, the determination of “Highly Compensated Employee” is limited to the top 20 percent paid employees during the look-back year. |
During 2014, the following additional changes occurred relative to the Plan or the Plan’s investment strategies:
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• | The 2010 Target Date Fund merged into the SSGA Target Retirement Income Fund on March 31, 2015 consistent with the stated design of those funds, which calls for such merger five-years following the target date. |
During 2013, the following material amendments were made to the Plan:
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• | For employees hired or rehired on and after January 1, 2013, a Participant must be credited a Period of Service equal to one year before being eligible for matching contributions or performance-based contributions. |
•Performance-based contributions were discontinued for Plan Years 2014 and thereafter.
During 2013, the following additional changes occurred relative to the Plan or the Plan’s investment strategies:
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• | Effective January 1, 2013 the auto escalation feature of the auto enrollment program was modified, resulting in automatic deferral increases for affected Participants of 4% in year two and 5% in years three and thereafter. |
2. Significant Accounting Policies
Basis of Accounting
The accounting records of the Plan are in conformity with generally accepted accounting principles in the United States (GAAP) and are maintained on the accrual basis.
Investment Valuation and Income Recognition
Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). See Note 4 for further discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as changes in fair value on investments held during the year.
State Street Salary Savings Program
Notes to Financial Statements (Continued)
2. Significant Accounting Policies (continued)
Payment of Benefits
Benefits are recorded when paid.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. No allowance for credit losses has been recorded as of December 31, 2014 or 2013. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.
Use of Estimates
The preparation of financial statements requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The most significant estimate in the Plan’s financial statements is the estimate of fair value of the Plan’s investments, which is discussed in more detail in Note 4.
Reclassification
Certain prior year amounts in the statements of net assets available for benefits have been reclassified to conform to the current year presentation.
3. Investments
During the year ended December 31, 2014 and 2013, the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:
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| Year Ended December 31 |
| 2014 | | 2013 |
Common and Collective Trust Funds | $ | 162,403,390 |
| | $ | 425,717,332 |
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Self Managed Brokerage Accounts | 716,888 |
| | 11,673,761 |
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State Street Corporation Common Stock | 15,304,242 |
| | 93,454,087 |
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Net appreciation (depreciation) in fair value of investments | $ | 178,424,520 |
| | $ | 530,845,180 |
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State Street Salary Savings Program
Notes to Financial Statements (Continued)
3. Investments (continued)
Most investment options within the Plan are securities lending funds. The Daily Emerging Markets Index Fund and the Vanguard Prime Money Market fund are the only non-lending investment options remaining in the Plan.
4. Fair Value Measurement
ASC Topic 820, Fair Value Measurements and Disclosures (formerly SFAS 157, Fair Value Measurements) defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). ASC Topic 820 includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level l) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
State Street Salary Savings Program
Notes to Financial Statements (Continued)
4. Fair Value Measurement (continued)
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Level 1 | Financial assets and liabilities with values based on unadjusted quoted prices for identical assets or liabilities in an active market. The securities categorized as Level 1 are primarily comprised of State Street company stock, the Vanguard Prime Money Market Fund and investments held within employee Self Managed Brokerage accounts. |
Level 2 | Financial assets and liabilities with values based on quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 2 inputs include the following: - Quoted prices for similar assets or liabilities in active markets; - Quoted prices for identical or similar assets or liabilities in non-active markets; - Pricing models whose inputs are observable for substantially the full term of the asset or liability; and - Pricing models whose inputs that are derived principally from, or corroborated by, observable market information through correlation or other means for substantially the full term of the asset or liability. |
| The fair value of the securities categorized in level 2 is measured primarily using information obtained from third parties. This third-party information is subject to review by management as part of a validation process, which includes obtaining an understanding of the underlying assumptions and the level of market participant information used to support those assumptions. In addition, management compares significant assumptions used by third parties to available market information. Such information may include known trades or, to the extent that trading activity is limited, includes comparisons to market research information pertaining to credit expectations, execution prices and the timing of cash flows. The securities categorized as level 2 primarily comprise Common and Collective Trust Funds, as transactions in such funds can be consummated at the quoted net asset value. |
Level 3 | Financial assets and liabilities with values based on prices or valuation techniques that require inputs that are both unobservable in the market and significant to the overall fair value measurement. These inputs reflect management’s judgment about the assumptions that a market participant would use in pricing the asset or liability, and are based on the best available information, some of which is internally developed. The Plan had no level 3 securities at December 31, 2014 or 2013. |
Following is a description of the valuation methodologies used by the Plan for assets measured at fair value:
Common and Collective Trust Funds: Valued at the net asset value per unit held by the Plan at year end as quoted by the individual funds. SSGA, as investment manager of the Common and Collective Trust Funds, determines the net asset value per unit of the respective funds. There are no redemption restrictions in the Common and Collective Trust Funds.
Company Stock: Valued at the closing price reported on the active market on which the individual security is traded.
Mutual Funds: Valued at the net asset value of shares held by the Plan at year end as quoted in the active market.
Self Managed Brokerage Accounts: Predominantly valued at closing prices, and the net asset values of shares, as quoted in active markets. A nominal segment of these assets are traded less frequently and valued using assumptions.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement as of the reporting date.
State Street Salary Savings Program
Notes to Financial Statements (Continued)
4. Fair Value Measurement (continued)
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets measured at fair value as of December 31, 2014:
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| Level 1 | | Level 2 | | Level 3 | | Total |
Common and Collective Trust Funds | $ | — |
| | $ | 2,367,284,963 |
| | $ | — |
| | $ | 2,367,284,963 |
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Company stock | 240,117,998 |
| | — |
| | — |
| | 240,117,998 |
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Mutual funds | 188,485,652 |
| | — |
| | — |
| | 188,485,652 |
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Self Managed Brokerage Accounts: | | | | | | | |
Common and Preferred stocks | 60,900,600 |
| | — |
| | — |
| | 60,900,600 |
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Mutual funds | 44,961,945 |
| | — |
| | — |
| | 44,961,945 |
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Others (Mortgage-backed, bonds etc.) | — |
| | 2,155,871 |
| | — |
| | 2,155,871 |
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Total assets at fair value | $ | 534,466,195 |
| | $ | 2,369,440,834 |
| | $ | — |
| | $ | 2,903,907,029 |
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No significant transfers of financial assets or liabilities between levels 1 and 2 occurred during 2014.
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets measured at fair value as of December 31, 2013:
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| Level 1 | | Level 2 | | Level 3 | | Total |
Common and Collective Trust Funds | $ | — |
| | $ | 2,198,255,388 |
| | $ | — |
| | $ | 2,198,255,388 |
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Company stock | 244,182,254 |
| | — |
| | — |
| | 244,182,254 |
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Mutual funds | 193,577,780 |
| | — |
| | — |
| | 193,577,780 |
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Self Managed Brokerage Accounts: | | | | | | | |
Common and Preferred stocks | 50,775,241 |
| | — |
| | — |
| | 50,775,241 |
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Mutual funds | 41,433,873 |
| | — |
| | — |
| | 41,433,873 |
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Others (Mortgage-backed, bonds etc.) | — |
| | 1,705,095 |
| | — |
| | 1,705,095 |
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Total assets at fair value | $ | 529,969,148 |
| | $ | 2,199,960,483 |
| | $ | — |
| | $ | 2,729,929,631 |
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No significant transfers of financial assets or liabilities between levels 1 and 2 occurred during 2013.
5. Transactions and Agreements with Parties-in-Interest
The Plan holds units of Common and Collective Trust Funds managed by SSGA, a related party of State Street. The Plan also invests in the common stock of State Street Corporation. These transactions qualify as party-in-interest transactions; however, they are exempt from the prohibited transactions rules under ERISA. During 2014 and 2013, the Plan received $3,674,283 and $3,558,877, respectively, of common stock dividends from State Street Corporation. As of December 31, 2014 and 2013, the Plan had income receivable of $917,688 and $865,069, respectively, related to common stock dividends from State Street Corporation.
Investment fees and most costs and expenses associated with Plan administration and recordkeeping are paid by the Plan to certain related parties. These expenses are reported on the statements of changes in net assets available for benefits as administrative expenses.
State Street Salary Savings Program
Notes to Financial Statements (Continued)
6. Risks and Uncertainties
The Plan and its participants invest in various investment securities. Investment securities are exposed to various risks such as interest rate, market, liquidity, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term, and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
7. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated October 25, 2013, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and therefore the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and therefore believes the Plan is qualified and the related trust is tax-exempt.
Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Sponsor has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2014, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Sponsor believes it is no longer subject to income tax examinations for years prior to 2010.
8. Legal Matters
Two participants in the Plan filed class action complaints on behalf of participants and beneficiaries who invested in the Plan’s State Street stock investment option. Those complaints were filed in May 2009 and February 2010. The complaints were against the Plan Sponsor as well as certain named individuals and allege violations of the federal securities laws and ERISA. Both lawsuits settled during 2014. The proceeds of the court approved settlement, $10 million less applicable court approved attorney and other fees, are expected to be credited to applicable participant accounts in late 2015 or early 2016.
9. Subsequent Events
The Plan has evaluated the need for disclosures and (or) adjustments resulting from subsequent events through June 29, 2015, the date the financial statements were issued, and there are no subsequent events to disclose.
Supplemental Schedule
State Street Salary Savings Program
EIN No.: 04-2456637 Plan No.: 002
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2014
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Identity of Issue | | Description of Investment | | Fair Value |
SSGA Common and Collective Trust Funds*: | | | | |
SSGA Daily EAFE Index Securities Lending Fund | | 8,973,913 units of participation | | $ | 207,790,944 |
|
SSGA Daily Emerging Markets Index Non-Lending Series Fund | | 2,024,051 units of participation | | 52,333,854 |
|
SSGA Passive Bond Market Index Securities Lending Series Fund | | 4,001,967 units of participation | | 102,890,584 |
|
SSGA Russell 1000 Growth Index Securities Lending Series Fund | | 13,668,144 units of participation | | 225,784,072 |
|
SSGA Russell 1000 Value Index Securities Lending Series Fund | | 7,921,398 units of participation | | 225,688,544 |
|
SSGA Russell 2000 Index Securities Lending Series Fund | | 4,794,190 units of participation | | 213,739,392 |
|
SSGA S&P 500 Flagship Securities Lending Series Fund | | 726,698 units of participation | | 338,378,366 |
|
SSGA S&P Midcap Index Securities Lending Series Fund | | 4,719,806 units of participation | | 271,634,256 |
|
SSGA World Government Bond Ex-U.S. Index Securities Lending Fund | | 896,826 units of participation | | 17,122,209 |
|
SSGA Target Retirement 2010 Securities Lending Series Fund | | 620,254 units of participation | | 10,794,903 |
|
SSGA Target Retirement 2015 Securities Lending Series Fund | | 1,889,279 units of participation | | 31,758,787 |
|
SSGA Target Retirement 2020 Securities Lending Series Fund | | 3,573,563 units of participation | | 69,620,163 |
|
SSGA Target Retirement 2025 Securities Lending Series Fund | | 6,197,877 units of participation | | 109,944,133 |
|
SSGA Target Retirement 2030 Securities Lending Series Fund | | 5,707,716 units of participation | | 114,610,942 |
|
SSGA Target Retirement 2035 Securities Lending Series Fund | | 6,597,243 units of participation | | 115,643,078 |
|
SSGA Target Retirement 2040 Securities Lending Series Fund | | 4,973,802 units of participation | | 101,042,795 |
|
SSGA Target Retirement 2045 Securities Lending Series Fund | | 4,592,040 units of participation | | 82,137,821 |
|
SSGA Target Retirement 2050 Securities Lending Series Fund | | 3,642,911 units of participation | | 53,033,500 |
|
SSGA Target Retirement 2055 Securities Lending Series Fund | | 681,539 units of participation | | 9,873,461 |
|
SSGA Target Retirement Income Securities Lending Series Fund | | 771,520 units of participation | | 12,724,687 |
|
| | | | |
State Street Corporation ESOP Fund*: | | | | |
State Street Corporation Common Stock | | 3,058,828 units of participation | | 240,117,998 |
|
SSGA Short Term Investment Fund | | 738,472 units of participation | | 738,472 |
|
Self Managed Brokerage Accounts | | | | 108,018,416 |
|
Vanguard Prime Money Market Fund | | 188,485,652 units of participation | | 188,485,652 |
|
Total investments | | | | $ | 2,903,907,029 |
|
| | | | |
Participant loans* | | 4.25% to 11.50% | | $ | 47,826,530 |
|
*Indicates party-in-interest to the Plan.
Note: Cost information has not been included because all investments are participant-directed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the State Street Corporation Plans Investment Committee of State Street Corporation has duly caused this annual report to be signed by the undersigned hereunto duly authorized.
|
| | | | |
| | | | STATE STREET SALARY SAVINGS PROGRAM |
| | | | |
| | By: | | /s/ SEAN P. NEWTH |
| | | | Sean P. Newth |
| | | | Senior Vice President, Chief Accounting Officer and Controller |
| | | | |
Dated: June 29, 2015 | | | | |
EXHIBIT INDEX
|
| |
Exhibit 23 | Consent of Independent Registered Public Accounting Firm |
Exhibit 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-135695) pertaining to the State Street Salary Savings Program of State Street Corporation of our report dated June 29, 2015, with respect to the financial statements and supplemental schedules of the State Street Salary Savings Program included in this Annual Report (Form 11-K) for the year ended December 31, 2014.
/s/ Ernst & Young LLP
June 29, 2015
Boston, Massachusetts
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