State Street Corp - Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
June 03 2008 - 4:40PM
Edgar (US Regulatory)
Filed
pursuant to Rule 433
Registration
No. 333-132606
State Street
Corporation furnished the following information earlier today on a current
report on Form 8-K under Item 7.01:
FORWARD-LOOKING
STATEMENTS
This report on Form 8-K
contains statements that are considered forward-looking statements within the
meaning of United States securities laws. In addition, State Street Corporation
and its management may make other written or oral communications from time to
time that contain forward-looking statements. Forward-looking statements,
including statements about industry trends, managements future expectations
and other matters that do not relate strictly to historical facts, are based on
assumptions by management, and are often identified by such forward-looking
terminology as expect, look, believe, anticipate, estimate, seek,
may, will, trend, target and goal, or similar statements or
variations of such terms. Forward-looking statements may include, among other
things, statements about State Streets confidence in its strategies and its
expectations about financial performance, market growth, acquisitions and
divestitures, new technologies, services and opportunities and earnings.
Forward-looking
statements are subject to various risks and uncertainties, which change over
time, are based on managements expectations and assumptions at the time the
statements are made, and are not guarantees of future results. Managements
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
national and global economies, 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 include, but are not
limited to:
·
the completion of the public offering of common stock
described in this report;
·
our ability to integrate acquisitions
into our business, including the acquisition of Investors Financial Services
Corp.;
·
the level and volatility of interest
rates, particularly in the U.S., Europe and the Asia/Pacific region; the
performance and volatility of securities, currency and other markets in the
U.S. and internationally; and economic conditions and monetary and other
governmental actions designed to address those conditions;
·
the liquidity of the U.S. and
international securities markets, particularly the markets for fixed-income
securities, including asset-backed commercial paper, and the liquidity
requirements of our customers;
·
our ability to measure the fair value of
securities in our investment securities portfolio, particularly given current
market conditions for many of these securities;
·
the credit quality and credit agency
ratings of the securities in our investment securities portfolio, a
deterioration or downgrade of which could lead to other-than-temporary
impairment of the respective securities and the recognition of an impairment
loss;
·
our ability to attract non-interest
bearing deposits and other low-cost funds;
·
the possibility that changes in market conditions
or asset performance may require any off-balance sheet activities, including
our asset-backed commercial paper conduits, to be consolidated into our
financial statements, requiring the recognition of associated losses, if any;
·
the results of litigation and similar
disputes and, in particular, the effect that current or potential litigation
may have on our reputation and the reputation of State Street Global Advisors
(SSgA) and our ability to attract and retain customers; and the possibility that
the ultimate costs of the legal exposure associated with certain of SSgAs
actively managed fixed-income strategies may exceed or be below the level of
the related reserve, in view of the uncertainties of the timing and outcome of
litigation, and the amounts involved;
·
the possibility of further developments
of the nature that previously gave rise to the legal exposure associated with
certain of SSgAs actively managed fixed-income and other investment
strategies;
·
the performance and demand for the
products and services we offer;
·
the competitive environment in which we
operate;
·
the enactment of legislation and changes
in regulation and enforcement that impact us and our customers, as well as the
effects of legal and regulatory proceedings, including litigation;
·
our ability to continue to grow revenue,
control expenses and attract the capital necessary to achieve our business
goals and comply with regulatory requirements;
·
our ability to manage systemic risks and
control operating risks;
·
our ability to obtain quality and timely
services from third parties with which we contract;
·
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 our 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.
Therefore, 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 above and elsewhere in this report or disclosed in our other
Securities and Exchange Commission, or SEC, filings. Forward-looking
statements should not be relied upon as representing our expectations or
beliefs as of any date subsequent to the date this report is filed with the
SEC. State Street undertakes no obligation to revise the forward-looking
statements contained in this report to reflect events after the date it is
filed with the SEC. The factors discussed above are not intended to be a
complete summary of all risks and uncertainties that may affect our businesses.
Though we strive to monitor and mitigate risk, we cannot anticipate all
potential economic, operational and financial developments that may adversely
impact our operations and our financial results.
Forward-looking
statements should not be viewed as predictions, and should not be the primary
basis upon 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, including our
reports on Form 10-K, Form 10-Q and Form 8-K, or registration
statements under the Securities Act of 1933, all of which are accessible on the
SECs website at www.sec.gov or on our website at www.statestreet.com.
Item
7.01. Regulation FD
Disclosure.
State Street Corporation
is updating its most recent financial outlook for the 2008 fiscal year.
State Streets revised outlook in light of its previously announced 2008
financial goals is as follows:
2008
Financial Goals(1)
|
|
Previous
Outlook(2)
|
|
Revised
Outlook(3)
|
Operating earnings per
share growth of 10-15%
|
|
Middle of Range
|
|
Middle of Range
|
Revenue growth of
14-17%
|
|
Middle of Range
|
|
Higher End of Range
|
Operating return on
equity of 14-17%
|
|
Middle of Range
|
|
Middle of Range
|
(1) Goals for earnings
per share growth, revenue growth and return on equity are each stated on an
operating basis. Operating basis financial information includes the
impact of revenue from non-taxable sources and excludes the impact of
non-recurring expenses, including merger and integration expenses associated
with our acquisition of Investors Financial Services Corp. Management
believes that operating-basis information provides information that is
comparable from period to period and presents comparable financial trends with
respect to our ongoing business operations. Management believes such
presentation facilitates an investors understanding
2
and analysis of State
Streets underlying performance and trends in addition to financial information
prepared in accordance with generally accepted accounting principles.
(2) As announced on April 15,
2008.
(3) Assumes the
completion, and incorporates the effects, of the public offering of
approximately $2.5 billion of common stock commenced on June 2, 2008.
The
Issuer has filed a registration statement (including a prospectus) with the SEC
for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents
the Issuer has filed with the SEC for more complete information about the
Issuer and this offering. You may obtain these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if
you request it by calling Goldman, Sachs & Co.
toll free at (866) 471-2526
, or Morgan Stanley &
Co. Incorporated toll free at
(866) 718-1649
.
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