The Offering
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Securities Offered
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1.350% senior notes due 2018
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3.100% senior subordinated notes due 2023
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Issuer
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State Street Corporation
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Initial Aggregate Principal Amounts
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Senior notes: $500,000,000
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Subordinated notes: $1,000,000,000
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Maturity Dates
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Senior notes: May 15, 2018
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Subordinated notes: May 15, 2023
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Ranking
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Senior Notes
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The senior notes are unsecured and will rank equally with all of our other existing and future senior unsecured indebtedness.
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Subordinated Notes
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The subordinated notes are unsecured and will rank junior and be subordinated to all of our existing and future senior indebtedness, including the senior notes. The subordinated notes
will rank equally with all of our existing and future subordinated indebtedness that is not specifically stated to be junior to the subordinated notes.
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Interest Rates
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Senior notes: 1.350% annually
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Subordinated notes: 3.100% annually
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Interest Payment Dates
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Each May 15 and November 15, commencing on November 15, 2013
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Record Dates
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Each April 30 and October 31 next preceding the respective interest payment dates.
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Redemption
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We may not redeem the notes prior to their maturity.
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Form
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Fully-registered global notes in book-entry form
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Minimum Denominations
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$2,000 and integral multiples of $1,000 in excess thereof
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CUSIP Numbers
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Senior notes: 857477AK9
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Subordinated notes: 857477AL7
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ISIN Numbers
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Senior notes: US857477AK94
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Subordinated notes: US857477AL77
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Trustees
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Senior notes: U.S. Bank National Association
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Subordinated notes: Wells Fargo Bank, National Association
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Covenants
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The terms of the notes will contain only very limited protections for holders of notes. In particular, the notes will not place any restrictions on our or our subsidiaries’ ability
to:
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issue debt securities or otherwise incur additional indebtedness or other obligations ranking senior to the subordinated notes or pari passu with the
senior notes or subordinated notes; or
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conduct other similar transactions that may adversely affect the holders of the notes.
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Subject to certain exceptions, so long as any senior debt securities issued pursuant to the indenture governing the senior notes are outstanding, we will not sell,
assign, transfer, grant a security interest in or otherwise dispose of any shares of, securities convertible into or options, warrants or rights to subscribe for or purchase shares of, voting stock of State Street Bank or of any subsidiary that owns
voting stock of State Street Bank, nor will we permit State Street Bank to issue any shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase, shares of, voting stock of State Street Bank or to sell,
lease or otherwise dispose of all or substantially all of State Street Bank’s property, assets and business. See “Description of Debt Securities—Limitation Upon Disposition of Voting Stock or Assets of State Street Bank” in the
accompanying prospectus.
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Further Issuances
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We may, from time to time, without the consent of the holders of the applicable series of notes, create and issue additional notes of such series of notes on terms and conditions
substantially identical to those of such series of notes offered by this prospectus supplement (except for the issue date, public offering price and amount and date of the first payment of interest thereon), which additional notes shall increase the
aggregate principal amount of, and shall be consolidated and form a single series with, such series of notes. See “Description of the Notes—Further Issuances” in this prospectus supplement.
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Use of Proceeds
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We estimate that the net proceeds of this offering will be approximately $1.491 billion, after deducting estimated expenses and underwriting discounts and commissions. We intend to use
the net proceeds of the offering for general corporate purposes, which may include, without limitation, working capital, capital expenditures, funding potential future acquisitions, investments in or loans to our subsidiaries, refinancing of
outstanding indebtedness, refinancing of outstanding capital securities, share repurchases, dividends and satisfaction of other obligations. The precise amounts and timing of these uses of proceeds will depend on the funding requirements of us and
our subsidiaries. See “Use of Proceeds” in this prospectus supplement.
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State Street Ratios of
Earnings to Combined Fixed Charges and Preferred Stock Dividends
Our ratios of earnings to combined fixed charges and
preferred stock dividends and our ratios of earnings to fixed charges are filed as an exhibit to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, which is incorporated by reference into this prospectus
supplement.
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RISK FACTORS
An investment in the notes is subject to certain risks. You should carefully consider the following risk factors and other information
contained in this prospectus supplement, in the documents included or incorporated by reference in this prospectus supplement and in the accompanying prospectus, including our Quarterly Report on Form 10-Q filed with the SEC on May 3, 2013, before
deciding whether this investment is suited to your particular circumstances.
Risks Relating to the Notes
There are limited covenants in the indentures.
Neither we nor any of our subsidiaries is restricted from incurring additional indebtedness or other liabilities, including additional senior or subordinated indebtedness, under the indentures governing
the terms of the notes. If we incur additional indebtedness or liabilities, our ability to pay our obligations on the notes could be adversely affected. We expect that we will from time to time incur additional indebtedness and other liabilities. In
addition, we are not restricted under the indentures from paying dividends or issuing or repurchasing our securities.
In
addition, there are no financial covenants in either indenture. You are not protected under the indentures in the event of a highly leveraged transaction, reorganization, default under our existing indebtedness, restructuring, merger or similar
transaction that may adversely affect you, except to the extent described under “Description of Debt Securities—Consolidation, Merger and Sale of Assets” included in the accompanying prospectus.
The notes will not be guaranteed by the FDIC, any other governmental agency or any of our subsidiaries. The notes will be structurally subordinated
to the indebtedness and other liabilities of our subsidiaries, which means that creditors of our subsidiaries generally will be paid from those subsidiaries’ assets before holders of the notes would have any claims to those assets.
The notes are not bank deposits and are not insured by the FDIC or any other governmental agency, nor are they
obligations of, or guaranteed by, a bank. The notes will be obligations of State Street Corporation only and will not be guaranteed by any of our subsidiaries, including State Street Bank, which is our principal banking subsidiary. The notes will be
structurally subordinated to all indebtedness and other liabilities of our subsidiaries (including liabilities to trade creditors), which means that creditors of our subsidiaries generally will be paid from those subsidiaries’ assets before
holders of the notes would have any claims to those assets.
We and our subsidiaries have significant leverage and debt obligations;
payments on the notes will depend on receipt of dividends and distributions from our subsidiaries.
We are a holding
company and we conduct substantially all of our operations through subsidiaries, including State Street Bank, which is our principal banking subsidiary. We are also permitted, subject to certain restrictions under our existing indebtedness, to
obtain additional long-term debt and working capital lines of credit to meet future financing needs. This would have the effect of increasing our total leverage. Furthermore, the indentures relating to the notes do not prohibit us or our
subsidiaries from incurring additional secured or unsecured indebtedness. As of March 31, 2013, on a consolidated basis, our outstanding indebtedness totaled approximately $8.791 billion (including approximately $6.341 billion of senior
indebtedness), and after giving effect to the issuance of the notes, would have totaled approximately $10.291 billion (including approximately $6.841 billion of senior indebtedness).
We depend on dividends, distributions and other payments from our subsidiaries to fund payments on the notes. Further, the majority of our
investments are held by our regulated subsidiaries. Our subsidiaries may be limited in their ability to make dividend payments or advance funds to us in the future because of the need to support their own capital levels.
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Federal banking laws regulate the amount of dividends that may be paid by State Street Bank,
our principal banking subsidiary, without prior approval. In addition, the Dodd-Frank Act requires federal banking agencies to establish more stringent risk-based capital guidelines and leverage limits applicable to banks and bank holding companies,
and especially those institutions, such as State Street Bank, with consolidated assets equal to or greater than $50 billion. In June 2012, the Federal Reserve, the FDIC and the Office of the Comptroller of the Currency issued three notices of
proposed rulemaking, including a joint notice of proposed rulemaking (the “June NPR”), addressing, among other matters, Section 171 of the Dodd-Frank Act and Basel III. The June NPR sets forth the proposed criteria for qualifying
additional Tier 1 capital instruments consistent with Basel III, including the requirement that any dividends on such instruments only be paid out of the banking organization’s net income and retained earnings. If the June NPR is adopted as a
final rule, we will likely be subject to many of its provisions, but until final rules are issued we cannot predict the June NPR’s actual effect on us. These requirements, and any other existing or new regulations or capital distribution
constraints, could adversely affect our ability to fund payments on the notes.
Active trading markets for the notes may not develop.
The notes constitute new issues of securities, for which there are no existing markets. We do not intend to apply for
listing of the notes on any securities exchange or for quotation of the notes in any automated dealer quotation system. We cannot provide you with any assurance regarding whether trading markets for the notes will develop, the ability of holders of
the notes to sell their notes or the prices at which holders may be able to sell their notes. The underwriters have advised us that they currently intend to make markets in the notes. The underwriters, however, are not obligated to do so, and any
market-making with respect to the notes may be discontinued at any time without notice. If no active trading markets develop, you may be unable to resell the notes at any price or at their fair market value.
If trading markets for the notes develop, changes in our credit ratings or the debt markets could adversely affect the market price of the notes.
If trading markets develop, the prices for the notes will depend on many factors, including:
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our credit ratings with major credit rating agencies;
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the prevailing interest rates being paid by other companies similar to us;
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our financial condition, financial performance and future prospects; and
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the overall condition of the financial markets.
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The condition of the financial markets and prevailing interest rates have fluctuated significantly in the past and are likely to fluctuate in the future. Such fluctuations could have an adverse effect on
the price of the notes.
In addition, credit rating agencies continually review their ratings for the companies that they
follow, including us. A negative change in our rating could have an adverse effect on the price of the notes.
Government regulation may
affect the priority of the notes in the case of a bankruptcy or liquidation.
The Dodd-Frank Act created a new
resolution regime known as “orderly liquidation authority,” which likely would apply to State Street as a bank holding company. Under the orderly liquidation authority, the FDIC may be appointed as receiver for an entity for purposes of
liquidating the entity if the Secretary of the Treasury determines that the entity is in severe financial distress and that the entity’s failure would have serious adverse effects on the U.S. financial system.
If the FDIC is appointed as receiver under the orderly liquidation authority, then the Dodd-Frank Act, rather than applicable insolvency
laws, would determine the powers of the receiver, and the rights and obligations of creditors and other parties who have dealt with the institution. There are substantial differences in the rights of creditors under the orderly liquidation authority
compared to those under the U.S. Bankruptcy Code,
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including the right of the FDIC to disregard the strict priority of creditor claims in some circumstances, the use of an administrative claims procedure to determine creditors’ claims (as
opposed to the judicial procedure utilized in bankruptcy proceedings) and the right of the FDIC to transfer claims to a “bridge” entity. As a consequence of the rights of the FDIC under the orderly liquidation authority, the holders of the
notes may be fully subordinated to interests held by the U.S. government in the event that State Street Corporation enters into a receivership, insolvency, liquidation or similar proceeding. While the FDIC has issued regulations to implement the
orderly liquidation authority, not all aspects of how the FDIC might exercise this authority are known and additional rulemakings are likely. Further, it is uncertain how the FDIC might exercise its discretion under the orderly liquidation authority
in a particular case.
Risks Relating to the Subordinated Notes
The subordinated notes will be unsecured and subordinated to our existing and future senior indebtedness.
The subordinated notes will be subordinated obligations of State Street Corporation. Accordingly, they will be junior in right of payment
to our existing and future senior indebtedness, and in certain events of insolvency, to other financial obligations as described in “Description of the Debt Securities — Subordination” in the accompanying prospectus. Our senior
indebtedness includes all indebtedness, except indebtedness that is expressly subordinated to or ranked pari passu with the subordinated notes, subject to certain exceptions. In addition, the subordinated notes will not be secured by any of our
assets or any assets of our subsidiaries and they will not be guaranteed by any of our subsidiaries. As a result they will be effectively subordinated to all of our and our subsidiaries’ secured indebtedness to the extent of the value of the
assets securing such indebtedness. As of March 31, 2013, on a consolidated basis, our outstanding senior indebtedness totaled approximately $6.341 billion, and after giving effect to the issuance of the senior notes, would have totaled
approximately $6.841 billion. The indenture governing the subordinated notes does not limit the amount of senior indebtedness and other financial obligations or secured obligations that we may incur.
Holders of subordinated notes may not be fully repaid if we are declared bankrupt, become insolvent, are liquidated or reorganized,
default on payments under our senior indebtedness or otherwise commit a default that causes the acceleration of the maturity of our indebtedness. In such a case, holders of senior indebtedness will be entitled to be paid before any payment may be
made with respect to the subordinated notes.
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USE OF PROCEEDS
The net proceeds of this offering will be approximately $1.491 billion, after deducting estimated expenses and underwriting discounts and
commissions.
We intend to use the net proceeds of the offering for general corporate purposes, which may include, without
limitation, working capital, capital expenditures, funding potential future acquisitions, investments in or loans to our subsidiaries, refinancing of outstanding indebtedness, refinancing of outstanding capital securities, share repurchases,
dividends and satisfaction of other obligations. The precise amounts and timing of these uses of proceeds will depend on the funding requirements of us and our subsidiaries.
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DESCRIPTION OF THE NOTES
The senior notes offered by this prospectus supplement will be issued by State Street Corporation under an indenture dated as of
March 11, 2009, between State Street Corporation and U.S. Bank National Association, as senior trustee (the “Senior Indenture”). The subordinated notes offered by this prospectus supplement will be issued by State Street Corporation
under an indenture dated as of March 11, 2009, between State Street Corporation and Wells Fargo Bank, National Association, as subordinated trustee (the “Subordinated Indenture”). The accompanying prospectus provides a more complete
description of the Senior Indenture and the Subordinated Indenture. The senior notes will be senior debt securities, as such term is used in the accompanying prospectus. The subordinated notes will be subordinated debt securities, as such term is
used in the accompanying prospectus. The following description of the particular terms of the senior notes and the subordinated notes supplements and, to the extent inconsistent therewith, replaces the description of the general terms and provisions
of the senior debt securities and the subordinated debt securities in the accompanying prospectus, to which description we refer you.
General
The senior
notes issued in this offering initially will be limited to $500,000,000 aggregate principal amount and the subordinated notes issued in this offering initially will be limited to $1,000,000,000 aggregate principal amount. The senior notes will
mature on May 15, 2018 and the subordinated notes will mature on May 15, 2023.
We will not pay any additional amounts on
the senior notes or the subordinated notes to compensate any beneficial owner for any United States tax withheld from payments of principal or interest on the senior notes or the subordinated notes. We may not redeem the notes prior to their
maturity. There is no sinking fund for the senior notes or the subordinated notes. Neither the senior notes nor the subordinated notes are convertible into, or exchangeable for, equity securities of State Street. The senior notes and subordinated
notes are subject to defeasance in the manner described under the heading “Description of Debt Securities–Defeasance” in the accompanying prospectus.
The senior notes will rank equally with all of State Street’s other senior unsecured indebtedness. The subordinated notes will be subordinated in right of payment to all of our senior indebtedness,
including the senior notes, and, in certain events of insolvency, to other financial obligations, as described under the heading “Description of Debt Securities—Subordination” in the accompanying prospectus. As of March 31, 2013,
on a consolidated basis, our outstanding senior indebtedness totaled approximately $6.341 billion, and after giving effect to the issuance of the senior notes, would have totaled approximately $6.841 billion. The subordinated notes will rank equally
with all of State Street’s outstanding subordinated indebtedness that is not specifically stated to be junior to the subordinated notes. As of March 31, 2013, on a consolidated basis, we had $1.000 billion outstanding subordinated
indebtedness that was not specifically stated to be junior to the subordinated notes and $1.450 billion of subordinated indebtedness that was specifically stated to be junior to the subordinated notes. We are able to, subject to certain limitations,
incur additional senior and subordinated indebtedness, including indebtedness that ranks senior in right of payment to the subordinated notes.
Interest
The senior
notes will bear interest at a rate of 1.350% per annum and the subordinated notes will bear interest at a rate of 3.100% per annum. Interest on the senior notes and the subordinated notes will accrue from and including May 15, 2013 and will be
payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2013, each an “interest payment date,” and on the maturity date of the senior notes and the subordinated notes, as applicable. Interest
will be computed on the basis of a 360-day year consisting of twelve 30-day months.
If an interest payment date or the
maturity date for the senior notes or the subordinated notes falls on a day that is not a business day, we will postpone the interest payment or the payment of principal and interest at
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maturity to the next succeeding business day, but the payments made on such dates will be treated as being made on the date that the payment was first due and the holders of such senior notes or
subordinated notes will not be entitled to any further interest or other payments with respect to such postponements.
When we
use the term “business day,” we mean any day other than a Saturday, Sunday or other day on which banking institutions in The City of New York or The City of Boston are authorized or required by law or executive order to remain closed. The
interest payable on the senior notes or subordinated notes on any interest payment date, subject to certain exceptions, will be paid to the person in whose name the senior notes or subordinated notes, as applicable, are registered at the close of
business on the April 30 and October 31, whether or not a business day, next preceding the applicable interest payment date. However, interest that we pay on the maturity date of the senior notes or subordinated notes will be paid to the person to
whom the principal will be payable. Interest will be payable by wire transfer in immediately available funds in U.S. dollars at the office of the paying agent or, in the event the senior notes or subordinated notes are not represented by Global
Notes (as defined below), at the office or agency of State Street maintained for such purpose in The City of Boston.
Events of Default
The following are “events of default” with respect to the senior notes:
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default in the payment of any principal or premium when due;
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default in the payment of any interest when due, which continues for 30 days;
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default in the performance of any other obligation contained in the Senior Indenture for the benefit of the senior notes, which continues for 90 days after written
notice; or
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specified events in bankruptcy, insolvency or reorganization.
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If an event of default occurs and is continuing with respect to the senior notes, other than an event of default resulting from bankruptcy, insolvency or reorganization, the trustee or the holders of at
least 25% in aggregate principal amount or issue price of the outstanding senior notes may declare the principal amount of all senior notes to be due and payable or deliverable immediately. The senior notes will automatically be accelerated upon the
occurrence of an event of default resulting from bankruptcy, insolvency or reorganization. At any time after the trustee or the holders of the senior notes have accelerated the senior notes, but before the trustee has obtained a judgment or decree
for payment of money due or delivery of the applicable maturity consideration, the holders of a majority in aggregate principal amount or issue price of the outstanding senior notes may, under certain circumstances, rescind and annul such
acceleration.
Under the Subordinated Indenture, an “event of default” is limited to certain events involving the
bankruptcy, insolvency or reorganization of State Street. The subordinated notes will automatically be accelerated upon the occurrence of an “event of default” resulting from bankruptcy, insolvency or reorganization. In the case of a
default (not constituting an event of default) in the payment of interest or principal, or premium, if any, State Street will be required, upon the demand of the trustee, to pay to it, for the benefit of the holders of the subordinated notes, the
amount then due and payable on such subordinated notes for principal, and premium, if any, and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal, and premium, if any, and on any
overdue interest. In the case of any default (not constituting an event of default) with respect to the subordinated notes, the trustee may in its discretion proceed to protect and enforce its rights and the rights of the holders of the subordinated
notes by such appropriate judicial proceedings as the trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any such covenant or in aid of the exercise of any power granted in the
Subordinated Indenture, or to enforce any other proper remedy.
Further Issuances
We may from time to time, without the consent of the holders of the senior notes, create and issue additional senior notes of any series
on terms and conditions substantially identical to those of such series of
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senior notes offered by this prospectus supplement (except for the issue date, public offering price and amount and date of the first payment of interest thereon), which additional senior notes
shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, such series of senior notes.
We may from time to time, without the consent of the holders of the subordinated notes, create and issue additional subordinated notes of any series on terms and conditions substantially identical to
those of such series of subordinated notes offered by this prospectus supplement (except for the issue date, public offering price and amount and date of the first payment of interest thereon), which additional subordinated notes shall increase the
aggregate principal amount of, and shall be consolidated and form a single series with, such series of subordinated notes.
Modification
and Waiver
The Senior Indenture and the Subordinated Indenture may, with certain exceptions as provided therein, be
modified and amended by us and the applicable trustee with the consent of holders of at least a majority in aggregate principal amount of the outstanding senior notes or subordinated notes, as applicable. In addition, the holders of at least a
majority in aggregate principal amount of the outstanding senior notes or subordinated notes may waive certain covenants and past defaults under the Senior Indenture and the Subordinated Indenture, as applicable, except as described under the
heading “Description of Debt Securities—Events of Default” in the accompanying prospectus.
Delivery and Form
The senior notes and subordinated notes will be represented by permanent global certificates (each a “Global
Note” and collectively, the “Global Notes”) deposited with, or on behalf of, The Depository Trust Company (“DTC”) and registered in the name of Cede & Co. (DTC’s partnership nominee). The senior notes and
subordinated notes will be available for purchase in denominations of $2,000 and integral multiples of $1,000 in excess thereof in book-entry form only. Unless and until certificated senior notes or subordinated notes are issued under the limited
circumstances described in the accompanying prospectus, no beneficial owner of a senior note or subordinated note shall be entitled to receive a definitive certificate representing senior notes or subordinated notes. So long as DTC or any successor
depositary (collectively, the “Depositary”) or its nominee is the registered owner of the Global Notes, the Depositary, or such nominee, as the case may be, will be considered to be the sole owner or holder of the senior notes or
subordinated notes for all purposes of the Senior Indenture or the Subordinated Indenture, as applicable. Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the Global Notes through DTC either directly if they are participants in DTC or indirectly through organizations that are participants in DTC.
Clearance and Settlement Procedures
Initial settlement for the senior notes and subordinated notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance
with DTC rules and will be settled in immediately available funds.
Trustee
U.S. Bank National Association will act as trustee for the senior notes, which will be issued under the Senior Indenture. The Senior
Indenture is described in the accompanying prospectus. You should read the accompanying prospectus for a general discussion of the terms and provisions of the Senior Indenture.
Wells Fargo Bank, National Association, will act as trustee for the subordinated notes, which will be issued under the Subordinated Indenture. The Subordinated Indenture is described in the accompanying
prospectus. You should read the accompanying prospectus for a general discussion of the terms and provisions of the Subordinated Indenture.
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CERTAIN U.S. FEDERAL TAX CONSEQUENCES
The following is a summary of certain material U.S. federal income and estate tax considerations related to the purchase, ownership and
disposition of the notes. This summary is based upon provisions of the Internal Revenue Code of 1986, as amended ( the “Code”), U.S. Treasury Regulations, administrative rulings and judicial decisions in effect as of the date of this
prospectus supplement, any of which may subsequently be changed, possibly retroactively, or interpreted differently by the Internal Revenue Service (the “IRS”), so as to result in U.S. federal income and estate tax consequences different
from those discussed below. Except where noted, this summary deals only with notes held as capital assets (generally for investment purposes) by a beneficial owner who purchases notes on original issuance at the initial offering price at which a
substantial amount of the notes are sold for cash to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers, which we refer to as the “issue
price.” This summary does not address all aspects of U.S. federal income and estate taxes related to the purchase, ownership and disposition of the notes and does not address all tax consequences that may be relevant to holders in light of
their personal circumstances or particular situations, such as:
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tax consequences to holders who may be subject to special tax treatment, including dealers in securities or currencies, banks and other financial
institutions, regulated investment companies, real estate investment trusts, tax-exempt entities, insurance companies and traders in securities that elect to use a mark-to-market method of accounting for their securities;
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tax consequences to persons holding notes as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle;
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tax consequences to U.S. holders (as defined below) of notes whose “functional currency” is not the U.S. dollar;
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tax consequences to partnerships or other pass-through entities and their members;
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tax consequences to certain former citizens or residents of the United States;
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U.S. Medicare contribution tax or federal alternative minimum tax consequences, if any;
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any state, local or foreign tax consequences; and
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U.S. federal estate or gift taxes, if any, except as set forth below with respect to non-U.S. holders.
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If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds notes, the tax
treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A beneficial owner that is a partnership and partners in such a partnership should consult their tax advisors.
This summary of material U.S. federal income and estate tax considerations is for general information only and is not tax advice for
any particular investor. This summary does not address the tax considerations arising under the laws of any foreign, state, or local jurisdiction. If you are considering the purchase of notes, you should consult your tax advisors concerning the U.S.
federal income and estate tax consequences to you in light of your own specific situation, as well as consequences arising under the laws of any other taxing jurisdiction.
In this discussion, we use the term “U.S. holder” to refer to a beneficial owner of notes, that is, for U.S. federal income tax purposes:
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an individual citizen or resident of the United States;
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a corporation (or any other entity or arrangement treated as a corporation for U.S. federal income tax purposes) created or organized in or under the
laws of the United States, any state thereof or the District of Columbia;
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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a trust, if it (i) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all
substantial decisions of the trust, or (ii) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.
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We use the term “non-U.S. holder” to describe a beneficial owner (other than a partnership or other pass-through entity) of notes that is not a U.S. holder. Non-U.S. holders should consult their
tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.
Consequences to U.S.
Holders
Payments of Interest
It is anticipated, and this discussion assumes, that the issue price of each series of notes will be equal to the stated principal amount or if the issue price is less than the stated principal amount,
the difference will be a de minimis amount (as set forth in the applicable U.S. Treasury Regulations). In such case, interest on a note generally will be taxable to a U.S. holder as ordinary income at the time it is received or accrued in accordance
with the U.S. holder’s usual method of accounting for tax purposes. If, however, the issue price of a series of notes is less than the stated principal amount and the difference is more than a de minimis amount (as set forth in the applicable
U.S. Treasury Regulations), a U.S. holder will be required to include the difference in income as original issue discount as it accrues in accordance with a constant yield method.
Sale, Redemption or Other Taxable Disposition of Notes
A U.S. holder generally will recognize gain or loss upon the sale, redemption or other taxable disposition of a note equal to the
difference between the amount realized (except to the extent any amount realized is attributable to accrued but unpaid interest, which will be taxable as ordinary interest income to the extent not previously included in income) and such U.S.
holder’s adjusted tax basis in the note. A U.S. holder’s tax basis in a note will generally be equal to the amount that such U.S. holder paid for the note. Any gain or loss recognized on a taxable disposition of the note will be capital
gain or loss. If, at the time of the sale, redemption or other taxable disposition of the note, a U.S. holder is treated as holding the note for more than one year, such capital gain or loss will be a long-term capital gain or loss. Otherwise, such
capital gain or loss will be a short-term capital gain or loss. In the case of certain non-corporate U.S. holders (including individuals), long-term capital gain generally is subject to U.S. federal income tax at a lower rate than short-term capital
gain, which is taxed at ordinary income rates. A U.S. holder’s ability to deduct capital losses may be limited.
Assumption of our Obligations under the Notes
Under certain circumstances described in the accompanying prospectus under the heading “Description of Debt Securities—Consolidation, Merger and Sale of Assets,” our obligations under the
notes and the indenture may be assumed by another person. An assumption by another person of our obligations under the notes and the indenture might be deemed for U.S. federal income tax purposes to be an exchange by a holder of the notes for new
notes, resulting in recognition of gain or loss for such purposes and possibly other adverse tax consequences to the holder. In certain circumstances, such an assumption might not be deemed an exchange for U.S. federal income tax purposes. Holders
should consult their own tax advisors regarding the tax consequences of such an assumption.
Information Reporting and
Backup Withholding
Information reporting requirements generally will apply to payments of interest on the notes and to
the proceeds of a sale of a note paid to a U.S. holder unless the U.S. holder is an exempt recipient (such as a corporation). Backup withholding will apply to those payments if the U.S. holder fails to provide its correct taxpayer identification
number, or certification of exempt status, generally by providing an IRS Form W-9 or an approved substitute, or if the U.S. holder is notified by the IRS that the U.S. holder has failed to report in full
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payments of interest and dividend income. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a
U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.
Consequences to
Non-U.S. Holders
Payments of Interest
In general, payments of interest on the notes to, or on behalf of, a non-U.S. holder will be considered “portfolio interest”
and, subject to the discussions below of income effectively connected with a U.S. trade or business and backup withholding, will not be subject to U.S. federal income or withholding tax, provided that:
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the non-U.S. holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all classes of
our stock entitled to vote within the meaning of Section 871(h)(3) of the Code;
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the non-U.S. holder is not, for U.S. federal income tax purposes, a controlled foreign corporation that is related to us (actually or constructively)
through stock ownership;
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the non-U.S. holder is not a bank whose receipt of interest on a note is described in Section 881(c)(3)(A) of the Code; and
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(a) the non-U.S. holder provides its name, address, and taxpayer identification number, if any, and certifies, under penalties of perjury, that it is
not a U.S. person (which certification may be made on an IRS Form W-8BEN or other applicable form) or (b) the non-U.S. holder holds the notes through certain foreign intermediaries or certain foreign partnerships, and the non-U.S. holder and
the foreign intermediary or foreign partnership satisfy the certification requirements of applicable Treasury Regulations. Special certification rules apply to non-U.S. holders that are pass-through entities.
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If a non-U.S. holder cannot satisfy the requirements described above, payments of interest generally will be subject to the 30% U.S.
federal withholding tax, unless the non-U.S. holder provides us with a properly executed (i) IRS Form W-8BEN (or other applicable form) claiming an exemption from or reduction in withholding under an applicable income tax treaty or
(ii) IRS Form W-8ECI (or other applicable form) stating that interest paid on the notes is not subject to withholding tax because it is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States
and includable in the non-U.S. holder’s gross income.
If a non-U.S. holder is engaged in a trade or business in the
United States and interest on the notes is effectively connected with the conduct of that trade or business and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base, then, although the
non-U.S. holder will be exempt from the 30% withholding tax (provided the certification requirements discussed above are satisfied), the non-U.S. holder will be subject to U.S. federal income tax on that interest on a net income basis at regular
graduated U.S. federal income tax rates, generally in the same manner as if the non-U.S. holder were a U.S. holder. In addition, if a non-U.S. holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% (or lesser rate
under an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.
Sale, Redemption, or Other Taxable Disposition of Notes
Gain
realized by a non-U.S. holder on the sale, redemption or other taxable disposition of a note will not be subject to U.S. income tax unless:
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that gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an
applicable income treaty, is attributable to a U.S. permanent establishment or fixed base); or
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the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition and certain other
conditions are met.
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If a non-U.S. holder is described in the first bullet point above, it will be subject to tax
on the net gain derived from the sale, redemption, or other taxable disposition of the notes at regular graduated U.S. federal income tax rates, generally in the same manner as if the non-U.S. holder were a U.S. holder. In addition, if a non-U.S.
holder is a foreign corporation, it may be subject to the branch profits tax equal to 30% (or lesser rate under an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.
If a non-U.S. holder is an individual described in the second bullet point above, such holder will be subject to a flat 30% tax (unless an applicable income tax treaty provides otherwise) on the gain derived from the sale, redemption, or other
taxable disposition, which may be offset by certain U.S. source capital losses, even though such holder is not considered a resident of the United States.
Information Reporting and Backup Withholding
Generally, we must
report annually to the IRS and to non-U.S. holders the amount of interest paid to non-U.S. holders and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest payments and
withholding may also be made available to the tax authorities in the country in which a non-U.S. holder resides under the provisions of an applicable income tax treaty.
In general, a non-U.S. holder will not be subject to backup withholding with respect to payments of interest that we make, provided the certification described above in the last bullet point under
“Consequences to Non-U.S. Holders—Payments of Interest” has been received and we do not have actual knowledge or reason to know that the holder is a U.S. person, as defined under the Code, who is not an exempt recipient. In addition,
a non-U.S. holder will be subject to information reporting and, depending on the circumstances, backup withholding with respect to payments of the proceeds of the sale of a note within the United States or conducted through certain U.S.-related
financial intermediaries, unless the certification described above has been received, and we do not have actual knowledge or reason to know that a holder is a U.S. person, as defined under the Code, who is not an exempt recipient, or the non-U.S.
holder otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax
liability provided the required information is furnished timely to the IRS. The backup withholding and information reporting rules are complex, and non-U.S. holders are urged to consult their own tax advisors regarding application of these rules to
their particular circumstances.
FATCA
The Foreign Account Tax Compliance Act (or FATCA), enacted in 2010, generally imposes a 30% U.S. federal withholding tax on certain types of payments, such as U.S.-source interest income on debt
obligations and the proceeds from the disposition of debt obligations that give rise to U.S.-source interest income, made after specified dates to “foreign financial institutions” (whether as a beneficial owner or an intermediary) and
certain other non-financial foreign entities unless the entity meets certain requirements or is otherwise exempt. Under final U.S. Treasury Regulations issued January 17, 2013, this legislation generally will not apply to debt obligations
outstanding on January 1, 2014 unless the debt obligation undergoes a significant modification, within the meaning of the U.S. Treasury Regulations, after that date. Accordingly, this legislation will not apply to the senior notes unless the
notes are significantly modified, within the meaning of the U.S. Treasury Regulations, on or after January 1, 2014.
U.S. Federal Estate Taxes
A note beneficially owned by an individual who is not a citizen or resident of the U.S. (as specially defined for U.S. federal estate tax purposes) at the time of his or her death generally will not be
subject to U.S. federal estate tax as a result of the individual’s death, provided that:
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the individual does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all classes of our
stock entitled to vote within the meaning of Section 871(h)(3) of the Code; and
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interest payments with respect to such note, if received at the time of the individual’s death, would not have been effectively connected with the
conduct of a U.S. trade or business by the individual.
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UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting agreement dated May 8, 2013, we have agreed to sell to the
underwriters named below, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC are acting as the representatives, the following respective principal amounts of the
senior notes and subordinated notes:
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Underwriters
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Principal
Amount of
Senior Notes
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Principal
Amount of
Subordinated Notes
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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$
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150,000,000
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$
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300,000,000
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Goldman, Sachs & Co.
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$
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100,000,000
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$
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200,000,000
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Morgan Stanley & Co. LLC
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$
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100,000,000
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$
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200,000,000
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Barclays Capital Inc.
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$
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20,000,000
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$
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40,000,000
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Credit Suisse Securities (USA) LLC
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$
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20,000,000
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$
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40,000,000
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Deutsche Bank Securities Inc.
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$
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20,000,000
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$
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40,000,000
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HSBC Securities (USA) Inc.
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$
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20,000,000
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$
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40,000,000
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Lloyds Securities Inc.
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$
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20,000,000
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$
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40,000,000
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UBS Securities LLC
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$
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20,000,000
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$
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40,000,000
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Wells Fargo Securities, LLC
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$
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20,000,000
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$
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40,000,000
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Samuel A. Ramirez & Company, Inc.
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$
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5,000,000
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$
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10,000,000
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The Williams Capital Group, L.P.
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$
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5,000,000
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$
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10,000,000
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Total
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$
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500,000,000
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$
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1,000,000,000
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The underwriting agreement provides that, subject to certain conditions, the underwriters are obligated
to purchase all of the notes in the offering if they purchase any notes. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be
terminated. The offering of the notes by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.
The underwriters propose to offer the notes initially at the public offering prices on the cover page of this prospectus supplement and
to selling group members at those prices less selling concessions of up to 0.200% of the principal amount per senior note and up to 0.250% of the principal amount per subordinated note. Any underwriter may allow, and any such dealer may reallow,
concessions of up to 0.150% of the principal amount per senior note and up to 0.125% of the principal amount per subordinated note to certain other dealers. After the initial public offering of the notes, the underwriters may change the public
offering prices and concessions and discounts to dealers.
The following table summarizes the compensation we will pay:
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Per Senior
Note
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Per
Subordinated
Note
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Total
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Underwriting discounts
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0.350%
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0.450%
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$
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6,250,000
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We estimate that we will pay expenses of approximately $1,000,000.
The notes are new issues of securities with no established trading markets. In addition, we have not applied and do not intend to list
the notes on any securities exchange or to have the notes quoted on a quotation system. One or more of the underwriters intends to make secondary markets for the notes. However, they are not obligated to do so and may discontinue making secondary
markets for the notes at any time without notice. No assurance may be given as to how liquid the trading markets for the notes will be.
We have agreed to indemnify the underwriters against liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or contribute to payments that the underwriters may be
required to make in that respect.
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Some of the underwriters and their affiliates have engaged in, and may in the future engage
in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities
may involve securities and/or instruments of ours or our affiliates. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management
policies. Typically, such underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including
potentially the notes offered hereby. Any such short positions could adversely affect future trading prices of the notes offered hereby. The underwriters and their affiliates may also make investment recommendations and/or publish or express
independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
In connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering
transactions and penalty bids in accordance with Regulation M under the Exchange Act.
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Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed specified maximum prices.
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Over-allotment involves sales by the underwriters of notes in excess of the number of notes the underwriters are obligated to purchase, which creates a
syndicate short position.
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Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover syndicate
short positions. A short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the notes in the open market after pricing that could adversely affect investors who purchase in
the offering.
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Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the notes originally sold by the syndicate member
are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
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These
stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of the notes or preventing or retarding a decline in the market price of the notes. As a result, the price of
the notes may be higher than the price that might otherwise exist in the open market. These transactions, if commenced, may be discontinued at any time.
The notes are offered for sale in those jurisdictions in the United States, Europe, Asia and elsewhere where it is lawful to make such offers.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which
the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) no offer of notes may be made to the public in that Relevant Member State other than:
A. to any legal entity which is a qualified investor as defined in the Prospectus Directive;
B. to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending
Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or
S-21
C. in any other circumstances falling within Article 3(2) of the Prospectus
Directive,
provided that no such offer of notes shall require the Company or the representatives to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
This prospectus has been prepared on the basis that any offer of notes in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a
prospectus for offers of notes. Accordingly any person making or intending to make an offer in that Relevant Member State of notes which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no
obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the underwriters have authorized, nor do they authorize, the
making of any offer of notes in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.
For the purpose of the above provisions, the expression “an offer to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus
Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant
implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
Hong Kong
The notes may not be offered or sold by means of any
document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the
Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance
(Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at,
or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside
Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Japan
The notes have not been and will not be registered under the
Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident
of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan,
except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.
Korea
This prospectus supplement should not be construed in any way as our (or any of our affiliates or agents) soliciting investment or offering to sell the notes in the Republic of Korea (“Korea”).
We are not making any representation with respect to the eligibility of any recipients of this prospectus to acquire the notes under the
S-22
laws of Korea, including, without limitation, the Financial Investment Services and Capital Markets Act (the “FSCMA”), the Foreign Exchange Transaction Act (the “FETA”), and
any regulations thereunder. The notes have not been registered with the Financial Services Commission of Korea (the “FSC”) in any way pursuant to the FSCMA, and the notes may not be offered, sold or delivered, or offered or sold to any
person for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to applicable laws and regulations of Korea. Furthermore, the notes may not be resold to any Korean resident unless such Korean resident as
the purchaser of the resold notes complies with all applicable regulatory requirements (including, without limitation, reporting or approval requirements under the FETA and regulations thereunder) relating to the purchase of the resold notes.
Singapore
This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in connection with
the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to
Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an
accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited
investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be
transferable for 6 months after that corporation or that trust has acquired the notes under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to
Section 275(IA), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.
Notice to Prospective Investors in the United Kingdom
In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made
may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment
or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.
S-23
LEGAL MATTERS
Certain legal matters in connection with the offering of the notes will be passed upon for us by Wilmer Cutler Pickering Hale and Dorr
LLP. The underwriters have been represented by Cravath, Swaine & Moore LLP.
EXPERTS
The consolidated financial statements of State Street Corporation appearing in State Street Corporation’s Annual
Report on Form 10-K for the year ended December 31, 2012, and the effectiveness of State Street Corporation’s internal control over financial reporting as of December 31, 2012 have been audited by Ernst & Young LLP,
independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports
given on the authority of such firm as experts in accounting and auditing.
With respect to the unaudited condensed
consolidated interim financial information of State Street Corporation for the three-month periods ended March 31, 2013 and March 31, 2012, incorporated by reference in this prospectus supplement, Ernst & Young LLP reported that
they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated May 3, 2013, included in State Street Corporation’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2013, and incorporated by reference herein, states that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature of the review procedures applied. Ernst & Young LLP is not subject to the liability provisions of Section 11 of the Securities Act for their report on the unaudited
interim financial information because that report is not a “report” or a “part” of the registration statement prepared or certified by Ernst & Young LLP within the meaning of Sections 7 and 11 of the Securities Act.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC’s website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at www.statestreet.com. Our website is not a part of this prospectus supplement. You may also
read and copy any document we file at the SEC’s public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.
Because our common stock is listed on the New York Stock Exchange, you may also inspect reports, proxy statements and other information
about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The SEC allows us to
“incorporate by reference” information we file with it, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is considered to be a part of this
prospectus supplement and accompanying prospectus and information that we file later with the SEC will automatically update and supersede this information. In all cases, you should rely on the later information over different information included in
this prospectus supplement and accompanying prospectus.
We incorporate by reference the documents listed below and all future
filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering, except to the extent that any information contained in such filings is deemed “furnished” in
accordance with SEC rules:
•
Annual Report on Form 10-K for the fiscal year ended December 31, 2012;
•
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013;
•
Current Report on Form 8-K filed on January 18, 2013.
You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:
State Street Corporation
One Lincoln Street
Boston, Massachusetts 02111
Telephone: (617) 786-3000
Attn: Corporate Secretary
S-25
PROSPECTUS
State Street Corporation
Debt Securities
Preferred Stock
Depositary Shares
Common Stock
Stock Purchase Contracts
Stock Purchase Units
Warrants
State Street Capital Trust V
State Street Capital Trust VI
Capital Securities
Guaranteed by State Street Corporation
We may issue
debt securities, preferred stock, depositary shares, common stock, stock purchase contracts, stock purchase units and warrants, and we or any selling security holders may offer and sell these securities from time to time in one or more offerings.
The trusts are Delaware statutory trusts. Each trust may from time to time:
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sell capital securities representing undivided beneficial interests in the trust to the public;
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sell common securities representing undivided beneficial interests in the trust to State Street Corporation;
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use the proceeds from these sales to buy an equal principal amount of junior subordinated debentures of State Street Corporation; and
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distribute the cash payments it receives on the junior subordinated debentures it owns to the holders of the capital and common securities.
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State Street Corporation will guarantee the payment by the trusts of the capital securities based on
obligations discussed in an applicable supplement to this prospectus. This is called the capital securities guarantee.
This
prospectus describes general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus. The prospectus supplements will also
describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus and any applicable prospectus supplement before you invest.
We and any selling security holders may offer these securities in amounts, at prices and on terms determined at the time of
offering. The securities may be sold directly to you, through agents, or through underwriters and dealers. If agents, underwriters or dealers are used to sell the securities, we will name them and describe their compensation in a prospectus
supplement.
Our common stock is listed on the New York Stock Exchange under the symbol “STT.”
Investing in these securities involves certain risks. See the information included and incorporated by reference in this prospectus and
any accompanying prospectus supplement for a discussion of the factors you should carefully consider before deciding to purchase these securities, including Item 1A—Risk Factors beginning on page 7 of our Annual Report on Form 10-K for the
year ended December 31, 2011.
These securities are not deposits or other obligations of a bank and, unless the
applicable prospectus supplement so indicates, are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other federal agency.
Our principal executive offices are located at One Lincoln Street, Boston, Massachusetts 02111 and our telephone number is (617) 786-3000.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is March 2, 2012
TABLE OF CONTENTS
- 1 -
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as the
SEC, utilizing a “shelf” registration process. Under this shelf registration process, we or the selling securityholders may from time to time sell any combination of the securities described in this prospectus in one or more offerings. We
may offer any of the following securities: debt securities, preferred stock, depositary shares, common stock, stock purchase contracts, stock purchase units and warrants. Each trust may from time to time sell capital securities, sell common
securities, use proceeds to buy junior subordinated debentures, and distribute cash payments on junior subordinated debentures to holders of capital and common securities. We may issue capital securities guarantees in connection with the capital
securities.
This prospectus provides you with a general description of the securities we or the selling securityholders may
offer. Each time we sell securities, we will provide one or more prospectus supplements that will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and the accompanying prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” beginning on page 3 of this prospectus.
You should rely only on the information contained in or incorporated by reference in this prospectus, any accompanying
prospectus supplement or in any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different information. This prospectus and the accompanying prospectus supplement do not constitute an offer
to sell or the solicitation of an offer to buy any securities other than the securities described in the accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such
offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their
respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates.
The terms “State Street,” “we,” “our,” “ours” and “us” refer to State Street Corporation, which is a financial holding company headquartered in Boston,
Massachusetts, and its subsidiaries on a consolidated basis, unless the context otherwise requires. References to “State Street Bank” mean State Street Bank and Trust Company, which is our principal bank subsidiary.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC’s website at
http://www.sec.gov.
Copies of certain information filed by us with the SEC are also available on our website at
http://www.statestreet.com.
Our website is not a part of this
prospectus. You may also read and copy any document we file at the SEC’s public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference
room.
This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information
contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and the securities
we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings.
You should review the complete document to evaluate these statements.
The SEC allows us to incorporate by reference much of
the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part
of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus.
This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This
prospectus incorporates by reference the documents listed below (File No. 001-07511) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (in each case, other than those
documents or the portions of those documents not deemed to be filed) until the offering of the securities under the registration statement is terminated or completed:
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Annual Report on Form 10-K for the year ended December 31, 2011;
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the portions of our Definitive Proxy Statement on Schedule 14A filed on April 6, 2011 that are incorporated by reference in our Annual Report on
Form 10-K for the year ended December 31, 2010;
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Current Reports on Form 8-K filed on January 18, 2012 and February 9, 2012; and
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Registration Statement on Form 8-A (relating to our common stock) filed on January 18, 1995.
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You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:
State Street Corporation
One Lincoln Street
Boston, Massachusetts 02111
Telephone: (617) 786-3000
Attn: Corporate Secretary
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FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference, as well as other public statements we may make, contain statements that are
considered “forward-looking statements” within the meaning of U.S. securities laws, including statements about industry, regulatory, economic and market trends, management’s expectations about our financial performance, market growth,
acquisitions and divestitures, new technologies, services and opportunities and earnings, management’s confidence in our strategies and other matters that do not relate strictly to historical facts. Terminology such as “expect,”
“look,” “believe,” “anticipate,” “intend,” “plan,” “estimate,” “forecast,” “seek,” “may,” “will,” “trend,” “target” 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 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 cannot be foreseen with certainty and may include, but are not limited to:
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the financial strength and continuing viability of the counterparties with which we or our clients do business and to which we have investment, credit
or financial exposure including, for example, the direct and indirect effects on counterparties of the current sovereign debt risks in Europe and other regions;
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financial market disruptions or economic recession, whether in the U.S., Europe or other regions internationally;
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increases in the volatility of, or declines in the level of, our net interest revenue, changes in the composition of the assets on our consolidated
statement of condition and the possibility that we may be required to change the manner in which we fund those assets;
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the liquidity of the U.S. and international securities markets, particularly the markets for fixed-income securities and inter-bank credits, and the
liquidity requirements of our clients;
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the level and volatility of interest rates and the performance and volatility of securities, credit, currency and other markets in the U.S. and
internationally;
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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 other-than-temporary impairment of the respective securities and the recognition of an impairment loss in our consolidated statement of income;
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our ability to attract deposits and other low-cost, short-term funding, and our ability to deploy deposits in a profitable manner consistent with our
liquidity requirements and risk profile;
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the manner in which the Federal Reserve and other regulators implement the Dodd-Frank Act, Basel III, European directives with respect to banking and
financial instruments and other regulatory initiatives in the U.S. and internationally, including regulatory developments that result in changes to our operating model or other changes to the provision of our services;
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adverse changes in required regulatory capital ratios, whether arising under the Dodd-Frank Act, Basel II or Basel III, or due to changes in regulatory
positions or regulations in jurisdictions in which we engage in banking activities;
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approvals required by the Federal Reserve or other regulators for the use, allocation or distribution of our capital or other specific capital actions
or programs, including acquisitions, dividends and equity repurchases, that may restrict or limit our growth plans, distributions to shareholders, equity purchase programs or other capital initiatives;
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changes in law or regulation that may adversely affect our, our clients’ or our counterparties’ business activities and the products or
services that we sell, including additional or increased taxes or assessments thereon, capital adequacy requirements and changes that expose us to risks related to compliance;
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the maintenance of credit agency ratings for our debt and depository obligations as well as the level of credibility of credit agency ratings;
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delays or difficulties in the execution of our previously announced business operations and information technology transformation program, which could
lead to changes in our estimates of the charges, expenses or savings associated with the planned program, resulting in increased volatility of our earnings;
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the results of, and costs associated with, government investigations, litigation, and similar claims, disputes, or proceedings;
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the possibility that our clients will incur substantial losses in investment pools where we act as agent, and the possibility of significant reductions
in the valuation of assets;
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adverse publicity or other reputational harm;
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dependencies on information technology, complexities and costs of protecting the security of our systems and difficulties with protecting our
intellectual property rights;
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our ability to grow revenue, attract and/or retain and compensate highly skilled people, control expenses and attract the capital necessary to achieve
our business goals and comply with regulatory requirements;
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potential changes to the competitive environment, including changes due to regulatory and technological changes, the effects of consolidation, and
perceptions of State Street as a suitable service provider or counterparty;
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potential changes in how clients compensate us for our services, and the mix of services that clients choose from us;
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the risks that acquired businesses and joint ventures will not achieve their anticipated financial and operational 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 disynergies 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 relationships with clients, employees or regulators;
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the ability to complete acquisitions, divestitures and joint ventures, including the ability to obtain regulatory approvals, the ability to arrange
financing as required and the ability to satisfy closing conditions;
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our ability to recognize emerging clients’ needs and to develop products that are responsive to such trends and profitable to the company; the
performance of and demand for the products and services we offer, including the level and timing of redemptions and withdrawals from our collateral pools and other collective investment products; and the potential for new products and services to
impose additional costs on us and expose us to increased operational risk;
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our ability to measure the fair value of the investment securities on our consolidated statement of condition;
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our ability to control operating risks, data security breach risks, information technology systems risks and outsourcing risks, and 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;
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changes in accounting standards and practices; and
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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.
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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, below and elsewhere in this prospectus or in our other SEC filings. Forward-looking statements should not be relied upon as representing our expectations or beliefs as of
any date subsequent to the time this prospectus is filed with the SEC. Unless specifically required by law, we undertake no obligation to revise the forward-looking statements contained in this prospectus to reflect events after the time 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. We cannot anticipate all developments that may adversely affect our consolidated results of operations
and financial condition.
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, described above under “Where You Can Find More Information,” all of which are accessible on
the SEC’s website at
www.sec.gov.
We note that all website addresses given in this prospectus are for information only and are not intended to be an active link or to incorporate any website information into this document.
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STATE STREET CORPORATION
State Street Corporation is a financial holding company organized in 1969 under the laws of the Commonwealth of Massachusetts. Through
our subsidiaries, including our principal banking subsidiary, State Street Bank, we provide a broad range of financial products and services to institutional investors worldwide.
We are a leader in providing financial services and products to meet the needs of institutional investors worldwide, with $21.81 trillion
of assets under custody and administration and $1.86 trillion of assets under management as of December 31, 2011. Our clients include mutual funds, collective investment funds and other investment pools, corporate and public retirement plans,
insurance companies, foundations, endowments and investment managers. We operate in 29 countries and in more than 100 geographic markets worldwide. We conduct our business primarily through State Street Bank, which traces its beginnings to the
founding of the Union Bank in 1792. State Street Bank’s current charter was authorized by a special Act of the Massachusetts Legislature in 1891, and its present name was adopted in 1960.
Our common stock is listed on the New York Stock Exchange under the ticker symbol “STT”. Our executive offices are located at
One Lincoln Street, Boston, Massachusetts 02111, and our telephone number is (617) 786-3000.
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RATIOS OF EARNINGS TO FIXED CHARGES
STATE STREET CORPORATION
The following table sets forth our consolidated ratios of adjusted earnings to fixed charges and our consolidated ratios of adjusted earnings to combined fixed charges and preferred stock dividends for
each of the years indicated. You should read this table in conjunction with the consolidated financial statements and notes incorporated by reference in this prospectus.
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Years Ended December 31,
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2011
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2010
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2009
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2008
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2007
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Consolidated ratios of adjusted earnings to fixed charges:
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Excluding interest on deposits:
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6.57 x
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4.39 x
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5.23 x
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3.93 x
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2.58 x
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Including interest on deposits:
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4.77 x
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3.54 x
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4.20 x
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2.25 x
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1.55 x
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Consolidated ratios of adjusted earnings to combined fixed charges and preferred stock dividends:
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Excluding interest on deposits:
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6.26 x
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4.39 x
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3.81 x
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3.79 x
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2.58 x
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Including Interest on deposits:
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4.63 x
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3.54 x
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3.28 x
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2.21 x
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1.55 x
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For purposes of calculating the consolidated ratios of adjusted earnings to fixed charges presented
above, adjusted earnings consist of consolidated pre-tax income from continuing operations, as reported, our share of pre-tax income of unconsolidated entities and fixed charges. Fixed charges, excluding interest on deposits, include interest on
short-term borrowings, interest on long-term debt, including amortization of debt issuance costs, and the portion of long-term leases representative of the interest factor. Fixed charges, including interest on deposits, include interest on
short-term borrowings and deposits, interest on long-term debt, including amortization of debt issuance costs, and the portion of long-term leases representative of the interest factor.
For purposes of calculating the consolidated ratios of adjusted earnings to combined fixed charges and preferred stock dividends
presented above, adjusted earnings consist of consolidated pre-tax income from continuing operations, as reported, our share of pre-tax income of unconsolidated entities and fixed charges. Fixed charges and preferred stock dividends, excluding
interest on deposits, include interest on short-term borrowings, interest on long-term debt, including amortization of debt issuance costs, the portion of long-term leases representative of the interest factor, and pre-tax preferred stock dividends
and related adjustments. Fixed charges and preferred stock dividends, including interest on deposits, include interest on short-term borrowings and deposits, interest on long-term debt, including amortization of debt issuance costs, the portion of
long-term leases representative of the interest factor, and pre-tax preferred stock dividends and related adjustments. Pre-tax preferred stock dividends and related adjustments were calculated using income tax rates for the applicable year.
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USE OF PROCEEDS
We intend to use the net proceeds from the sale of the securities for general corporate purposes unless otherwise indicated in the
applicable prospectus supplement. General corporate purposes may include working capital, capital expenditures, funding potential future acquisitions, investments in or loans to our subsidiaries, refinancing of debt, share repurchases, dividends and
satisfaction of other obligations. We may temporarily invest the net proceeds or use them to repay short-term debt until they are used for their stated purpose. We will not receive any of the proceeds from the sale of securities covered by this
prospectus that are sold by the selling securityholders.
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DESCRIPTION OF DEBT SECURITIES
Our senior debt securities will be issued under an indenture dated as of March 11, 2009, as amended or supplemented from time to
time, between us and U.S. Bank National Association, as senior trustee, which we refer to as the senior indenture. The subordinated debt securities will be issued under an indenture dated as of March 11, 2009, as amended or supplemented from
time to time, between us and Wells Fargo Bank, National Association, as subordinated trustee, which we refer to as the subordinated indenture. Each indenture is incorporated by reference as an exhibit to the registration statement that contains this
prospectus.
The following summaries of all material terms of the indentures are not complete and are subject to, and are
qualified in their entirety by reference to, all provisions of the respective indentures, including the definitions of terms. The following summaries describe the general terms and provisions of the debt securities to be offered by prospectus
supplement. The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which these general provisions may apply to the debt securities so offered, will be described in the prospectus supplement
relating to such offered securities.
The senior debt securities will be unsecured and will rank equally with all other
unsecured and unsubordinated indebtedness of State Street. The subordinated debt securities will be unsecured and will be subordinated to all existing and future senior indebtedness and other financial obligations of State Street as described under
“Subordinated Debt Securities—Subordination” beginning on page 17. We are a holding company and conduct substantially all of our operations through subsidiaries. As a result, claims of holders of the debt securities will generally
have a junior position to claims of creditors of our subsidiaries, except to the extent that we may be recognized as a creditor of those subsidiaries. In addition, our right to participate as a shareholder in any distribution of assets of any
subsidiary (and thus the ability of holders of the debt securities to benefit as our creditors from such distribution) is junior to creditors of that subsidiary. In addition, dividends, loans and advances from certain of our banking subsidiaries,
including State Street Bank, to us and our non-banking subsidiaries are restricted by federal and state statutes and regulations.
General
We may issue the debt securities from time to time, without limitation as to aggregate principal amount and in one or more
series. We also may, from time to time, incur additional indebtedness that is senior to the debt securities. Neither the indentures nor the debt securities will limit or otherwise restrict the amount of other indebtedness which may be incurred or
other securities that may be issued by us or our subsidiaries, including indebtedness that may rank senior to the debt securities. The debt securities will not be secured.
We may issue debt securities upon the satisfaction of conditions contained in the indentures. The applicable prospectus supplement will include the terms of each series of debt securities being offered,
including:
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the title and series designation;
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the aggregate principal amount and the limit, if any, on the aggregate principal amount or initial public offering price of the debt securities which
may be issued under the applicable indenture;
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any fixed or variable interest rate or rates per annum;
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the date from which any interest shall accrue;
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any interest payment dates;
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whether the debt securities are senior or subordinated;
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the stated maturity date;
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whether the debt securities are to be issued in global form;
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any sinking fund requirements;
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any provisions for redemption and the redemption price;
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the minimum denominations;
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whether the debt securities are denominated or payable in United States dollars or a foreign currency or units of two or more foreign currencies;
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the place or places where payments or deliveries on the debt securities shall be made and the debt securities may be presented for registration of
transfer or exchange;
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whether any of the debt securities will be subject to defeasance in advance of the date for redemption or the stated maturity date;
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if other than the principal amount, the portion of the principal amount of the debt securities payable upon acceleration of the maturity of the debt
securities;
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any index used to determine the amount of payment of principal of, and any premium and interest on, the debt securities;
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the person to whom any interest on the debt securities of the series shall be payable if other than the registered holder thereof;
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the manner in which the amount that shall be deemed to be the principal amount of the debt securities on or prior to the maturity date shall be
determined;
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any additional or different events of default that apply to the debt securities of the series and any change in the rights of the trustee or the
required holders of those debt securities to declare the principal thereof due and payable;
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the terms, if any, pursuant to which debt securities may be converted into or exchanged for shares of our capital stock or other securities;
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any applicable material U.S. federal income tax consequences;
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any additional or different covenants that apply to the debt securities of the series; and
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any other terms of the debt securities of that series.
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We may issue debt securities under the indentures upon the exercise of warrants to purchase debt securities. Please see “Description of Warrants.” Nothing in the indentures or in the terms of
the debt securities will prohibit the issuance of securities representing subordinated indebtedness that is senior or junior to the subordinated debt securities.
Debt securities may be issued as original issue discount securities that bear no interest or interest at a rate which at the time of issuance is below market rates and which will be sold at a substantial
discount below their principal amount. In the event that the maturity of any original issue discount security is accelerated, the amount payable to the holder of the original issue discount security upon acceleration will be determined in accordance
with the applicable prospectus supplement, the terms of such security and the relevant indenture, but will be an amount less than the amount payable at the maturity of the principal of such original issue discount security. Special federal income
tax and other considerations relating to original issue discount securities will be described in the applicable prospectus supplement.
In the event any sinking fund is established for the retirement of debt securities of any series, we may satisfy all or any part of the sinking fund payments with debt securities of such series under
certain circumstances and to the extent provided for by the terms of such debt securities.
Unless otherwise indicated in the
applicable prospectus supplement, the covenants contained in the indentures and the debt securities will not protect holders in the event of a sudden decline in our creditworthiness that might result from a recapitalization, restructuring or other
highly leveraged transaction.
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Registration and Transfer
Unless otherwise indicated in the applicable prospectus supplement, we will issue each series of debt securities in registered form only, without coupons and in denominations of $1,000 or integral
multiples thereof. Holders may present debt securities in registered form for transfer or exchange for other debt securities of the same series at the office or agency of State Street maintained for such purpose.
No service charge will be made for any transfer or exchange of the debt securities but we may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection with any transfer or exchange.
Payment and Place of Payment
Unless otherwise indicated in the applicable prospectus supplement, we will pay principal of and any premium and interest
on the debt securities at the office or agency of State Street maintained for such purpose. However, at our option, we may pay any interest by check mailed to the holders of registered debt securities at their registered addresses.
Events of Default
The
following are “events of default” under the senior indenture and “defaults” under the subordinated indenture with respect to any series of debt securities:
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default in the payment of any principal or premium when due;
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default in the payment of any interest when due, which continues for 30 days;
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default in the deposit of any sinking fund payment when due;
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default in the performance of any other obligation contained in the senior indenture for the benefit of debt securities of that series, which continues
for 90 days after written notice to us by the trustee or to us and the trustee by the holders of at least 10% in outstanding principal amount of the series;
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specified events in bankruptcy, insolvency or reorganization; and
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any other default or event of default provided with respect to debt securities of that series.
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If an event of default under the senior indenture occurs and is continuing for any series of senior debt securities, other than an event
of default resulting from bankruptcy, insolvency or reorganization, the senior trustee or the holders of at least 25% in aggregate principal amount or issue price of the outstanding securities of that series may declare the principal amount of all
the securities of that series, or any lesser amount provided for in the debt securities of that series, to be due and payable or deliverable immediately. The senior debt securities will automatically be accelerated upon the occurrence of an event of
default resulting from bankruptcy, insolvency or reorganization. At any time after the senior trustee or the holders have accelerated any series of debt securities, but before the senior trustee has obtained a judgment or decree for payment of money
due or delivery of the maturity consideration, the holders of a majority in aggregate principal amount or issue price of outstanding debt securities of that series may, under certain circumstances, rescind and annul such acceleration.
In the case of a default in the payment of interest or principal, or premium, if any, State Street will be required, upon the demand of
the trustee, to pay to it, for the benefit of the holders of the senior debt securities, the whole amount then due and payable on such senior debt securities for principal and premium, if any, and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal, and premium, if any, and on any overdue interest, at the rate or rates prescribed in such senior debt securities.
In the case of any event of default with respect to the senior debt securities, the trustee may in its discretion proceed to protect and
enforce its rights and the rights of the holders of the senior debt securities by such
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appropriate judicial proceedings as the trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any such covenant or agreement or in aid
of the exercise of any power granted in the senior indenture, or to enforce any other proper remedy.
Under the subordinated
indenture, an “event of default” is limited to certain events involving the bankruptcy, insolvency or reorganization of State Street. The subordinated debt securities will automatically be accelerated upon the occurrence of an “event
of default” resulting from bankruptcy, insolvency or reorganization. In the case of a default in the payment of interest or principal, or premium, if any, State Street will be required, upon the demand of the trustee, to pay to it, for the
benefit of the holders of the subordinated debt securities, the whole amount then due and payable on such subordinated debt securities for principal, including any sinking fund payment or analogous obligations, and premium, if any, and interest and,
to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal, and premium, if any, and on any overdue interest, at the rate or rates prescribed in such subordinated debt securities. In the case of any
default with respect to the subordinated debt securities, the trustee may in its discretion proceed to protect and enforce its rights and the rights of the holders of the subordinated debt securities by such appropriate judicial proceedings as the
trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any such covenant or in aid of the exercise of any power granted in the subordinated indenture, or to enforce any other proper remedy.
The holders of a majority in principal amount or aggregate issue price of the outstanding debt securities of any series may
waive an event of default with respect to that series, except a default:
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in the payment of any amounts due and payable or deliverable under the debt securities of that series; or
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in an obligation contained in, or a provision of, an indenture which cannot be modified under the terms of that indenture without the consent of each
holder of each series of debt securities affected.
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The holders of a majority in principal amount or issue
price of the outstanding debt securities of a series may direct the time, method and place of conducting any proceeding for any remedy available to the applicable trustee or exercising any trust or power conferred on the trustee with respect to debt
securities of that series, provided that any such direction is not in conflict with any rule of law or the indenture and the trustee may take any other action deemed proper by the trustee that is not inconsistent with such direction. Subject to the
provisions of the indenture relating to the duties of the trustee, before proceeding to exercise any right or power under the indenture at the direction of the holders, the trustee is entitled to receive from those holders reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by it in complying with any direction.
No
holder of any debt security of any series will have the right to institute a proceeding with respect to the indenture or for any remedy thereunder, unless:
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that holder previously gives to the trustee written notice of a continuing event of default with respect to debt securities of that series;
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the holders of not less than 25% in aggregate principal amount or issue price of the outstanding debt securities of that series also shall have offered
the trustee reasonable indemnity and made written request to the trustee to institute such proceeding as trustee;
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the trustee shall not have received from the holders of a majority in principal amount or issue price of the outstanding debt securities of that series
a direction inconsistent with such request; and
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the trustee shall have failed to institute such proceeding within 60 days.
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However, any holder of a debt security has the absolute right to institute suit for any defaulted payment after the due dates for payment
under that debt security.
We are required to furnish to the trustees annually a statement as to the performance of our
obligations under the indentures and as to any default in such performance.
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Modification and Waiver
Each indenture may be modified and amended by us and the applicable trustee with the consent of holders of at least a majority in principal amount or issue price of each series of debt securities
affected. However, without the consent of each holder of any debt security affected, we may not amend or modify any indenture to:
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change the stated maturity date of the principal or any installment of principal or interest on, any debt security;
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reduce the principal amount or the rate of interest on, or any premium payable upon the redemption of, any debt security;
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reduce the amount of principal of an original issue discount security payable upon acceleration of its maturity;
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change the place or currency of payment of principal of, or any premium or interest on, any debt security;
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impair the right to institute suit for the enforcement of any payment or delivery on or with respect to any debt security;
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in the case of the subordinated indenture, modify the subordination provisions in a manner adverse to the holders of the subordinated debt securities;
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reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to modify or amend the indenture
or to waive compliance with certain provisions of the indenture; or
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reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to waive any past default.
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From time to time we and the applicable trustee may, without the consent of the holders of the debt
securities, waive or supplement each indenture for specified purposes, including, among other things:
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evidencing the succession of another person to State Street;
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adding to the covenants of State Street for the benefit of the holders of all or any series of debt securities or surrendering any right or power
conferred on State Street in the indentures;
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adding any additional events of default for the benefit of the holders of all or any series of debt securities and, under the subordinated indenture,
adding additional defaults for the benefit of all or any series of subordinated debt securities;
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adding or changing any provisions to permit or facilitate the issuance of debt securities in bearer form, or to permit or facilitate the issuance of
debt securities in uncertificated form;
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adding to, changing or eliminating any of the provisions of the indentures, provided that any such addition, change or elimination shall not apply to
any outstanding debt securities nor modify the rights of any holder of any such outstanding debt securities, or shall become effective only when there is no debt security outstanding of any series created prior to the execution of the supplemental
indenture that is entitled to the benefit of such provision;
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securing the debt securities;
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curing ambiguities, defects or inconsistencies without materially and adversely affecting the holders of the debt securities; and
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evidencing and providing for the acceptance of appointment under the indentures by a successor trustee with respect to the debt securities of one or
more series and adding to or changing any of the provisions of the indentures as shall be necessary to provide for or facilitate the administration of the trusts under the indentures by more than one trustee.
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The holders of at least a majority in principal amount of the outstanding debt securities of
any series may, with respect to that series, waive past defaults under the applicable indenture, except as described under “Events of Default” beginning on page 12.
Consolidation, Merger and Sale of Assets
Unless otherwise indicated in the
applicable prospectus supplement, we may consolidate or merge with or into any other corporation, partnership or trust, and we may convey, transfer or lease all or substantially all of our assets to any corporation, partnership or trust, provided
that:
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the resulting corporation, partnership or trust, if other than us, is organized and existing under the laws of the United States or any U.S. state and
assumes all of our obligations on the debt securities under the indentures;
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immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of us or any subsidiary as a result of
such transaction as having been incurred by us or such subsidiary at the time of such transaction, no default, and no event which, after notice or lapse of time or both, would become a default, shall have happened and be continuing under the
subordinated indenture;
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immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of us or any subsidiary as a result of
such transaction as having been incurred by us or such subsidiary at the time of such transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have happened and be
continuing under the senior indenture;
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if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of ours would become subject to a
mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this indenture, we or our successor shall secure the debt securities equally and ratably with (or prior to) all indebtedness secured thereby; and
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specified other conditions are met.
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Regarding the Trustees
U.S. Bank National Association is the trustee under
the senior indenture. Wells Fargo Bank, National Association is the trustee under the subordinated indenture. We and certain of our subsidiaries, including State Street Bank, maintain banking relations with the trustees in the ordinary course of
business.
International Offering
If specified in the applicable prospectus supplement, we may issue debt securities outside the United States. Such debt securities may be issued in bearer form and will be described in the applicable
prospectus supplement. In connection with any offering outside the United States, we will designate paying agents, registrars or other agents with respect to the debt securities, as specified in the applicable prospectus supplement.
Debt securities issued outside the United States may be subject to certain selling restrictions that will be described in the applicable
prospectus supplement. These debt securities may be listed on one or more foreign stock exchanges as described in the applicable prospectus supplement. Special United States tax and other considerations, if any, applicable to an offering outside the
United States will be described in the applicable prospectus supplement.
Limitation Upon Disposition of Voting Stock or Assets of State
Street Bank
The senior indenture prohibits us and State Street Bank, so long as any of the senior debt securities are
outstanding, from selling or otherwise disposing of, or granting a security interest in or permitting the issuance
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of, any voting stock or any security convertible or exercisable into voting stock of State Street Bank or any of our subsidiaries that owns voting stock, or any security convertible or
exercisable into voting stock, of State Street Bank.
This restriction does not apply to dispositions made by us or any
subsidiary:
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if such disposition or issuance is for fair market value as determined by our board of directors; and
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if after giving effect to such disposition or issuance and any potential dilution, we and our wholly-owned subsidiaries will own directly not less than
80% of the voting stock of State Street Bank or any subsidiary that owns State Street Bank.
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The
subordinated indenture does not contain a similar restriction on our ability to engage in or permit such transactions to occur.
Defeasance
If the prospectus supplement relating to the debt securities of a series so specifies, we may, at our option and at any
time, elect to have all of the obligations discharged with respect to the outstanding debt securities of a particular series, except for:
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the rights of holders of debt securities to receive payments of principal and interest from the trust referred to below when those payments are due;
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our obligations respecting the debt securities concerning issuing temporary debt securities, registration of transfers of debt securities, mutilated,
destroyed, lost or stolen debt securities, the maintenance of an office or agency for payment and money for payments with respect to the debt securities being held in trust;
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the rights, powers, trusts, duties and immunities of the trustee; and
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the provisions of the indenture relating to such a discharge of obligations.
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A discharge of this type is referred to as “legal defeasance.”
In addition, other than our covenant to pay the amounts due and owing with respect to the debt securities of a particular series, we may elect to have our obligations as the issuer of debt securities of
any series released with respect to covenants relating to the debt securities of such series. Thereafter, any failure to comply with those obligations will not constitute a default or event of default with respect to the debt securities of such
series. If such a release of our covenants occurs, our failure to perform or a breach of the covenants or warranties defeased will no longer constitute an event of default with respect to those debt securities. A discharge of this type is referred
to as “covenant defeasance.”
To exercise either a legal defeasance or a covenant defeasance, certain conditions
must be met, including, among other things:
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we shall have deposited irrevocably with the trustee as trust funds in trust, in each case, in an amount, in U.S. dollars or U.S. government
obligations, which through the payment of interest, principal or premium, if any, in respect thereof in accordance with their terms, will provide an amount sufficient to pay the entire amount of the debt securities;
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an opinion of independent counsel shall have been delivered to the trustee to the effect that the holders of the debt securities of such series will
have no federal income tax consequences as a result of such deposit and termination;
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no event of default under the senior indenture or default under the subordinated indenture may exist or be caused by the defeasance; and
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the defeasance shall not cause an event of default under any of our other agreements or instruments.
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Subordinated Debt Securities
The subordinated debt securities will be our direct, unsecured obligations. Unless otherwise specified in the applicable prospectus supplement, the subordinated debt securities will rank equally with all
of our outstanding subordinated indebtedness that is not specifically stated to be junior to the subordinated debt securities.
Subordination
The
subordinated debt securities will be subordinated in right of payment to all senior indebtedness (as defined below). In certain events of insolvency, payments on the subordinated debt securities will also be effectively subordinated in right of
payment to all “other financial obligations” (as defined below). In certain circumstances relating to our liquidation, dissolution, winding up, reorganization, insolvency or similar proceedings, the holders of all senior indebtedness will
first be entitled to receive payment in full before the holders of the subordinated debt securities will be entitled to receive any payment on the subordinated debt securities. If, after all payments have been made to the holders of senior
indebtedness, (A) there are amounts available for payment on the subordinated debt securities and (B) any person entitled to payment according to the terms of our other financial obligations has not received full payment, then amounts
available for payments on the subordinated debt securities will first be used to pay in full such other financial obligations before any payment may be made on the subordinated debt securities.
In the event of the acceleration of the maturity of any subordinated debt securities, all senior indebtedness and other financial
obligations will have to be repaid before any payment can be made on the subordinated debt securities.
In addition, during
the continuance of any default in the payment of principal, premium or interest on senior indebtedness, no payment may be made on the subordinated debt securities if notice of such default has been given and certain judicial proceedings
commenced or if judicial proceedings are pending in respect of such default.
By reason of this subordination in favor of the
holders of senior indebtedness, in the event of an insolvency, our creditors who are not holders of senior indebtedness or the subordinated debt securities may recover proportionately less than holders of senior indebtedness and may recover
proportionately more than holders of the subordinated debt securities.
Unless otherwise specified in the prospectus
supplement relating to the particular series of subordinated debt securities, senior indebtedness is defined in the subordinated indenture as the principal of, premium, if any, and interest on:
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all of our “indebtedness” (as defined below), except (A) subordinated debt securities issued under the subordinated indenture,
(B) indebtedness that is expressly stated not to be superior in right of payment to the subordinated debt securities and (C) indebtedness that is expressly stated to rank equal with the subordinated debt securities; and
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any deferrals, renewals or extensions of any senior indebtedness.
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The term indebtedness means indebtedness, whether secured or unsecured, for which we or any corporation, partnership or trust that
succeeds to our business as permitted under the subordinated indenture, is liable directly or indirectly by guarantee, letter of credit, obligation to purchase or otherwise:
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incurred in connection with the acquisition by us of assets other than in the ordinary course of business.
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Unless otherwise specified in the prospectus supplement relating to the particular series of
subordinated debt securities offered thereby, “other financial obligations” means:
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our obligations under direct credit substitutes;
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our obligations, or any obligation directly or indirectly guaranteed by us, for purchased money or funds;
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any of our deferred obligations, or any such obligations directly or indirectly guaranteed by us, incurred in connection with the acquisition by us of
assets; and
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all of our obligations to make payment pursuant to the terms of financial instruments, such as (A) securities contracts and foreign currency
exchange contracts; (B) derivative instruments, such as swap agreements, including interest rate and foreign exchange rate swap agreements, cap agreements, floor agreements, collar agreements, interest rate agreements, foreign exchange rate
agreements, options, commodity futures contracts and commodity options contracts; and (C) similar financial instruments,
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other than obligations on account of senior indebtedness and obligations on account of indebtedness for money borrowed ranking equal with or subordinate
to the subordinated debt securities.
The subordinated indenture does not limit or prohibit the incurrence by us or any of our
subsidiaries, including State Street Bank, of additional senior indebtedness or other financial obligations, which may include indebtedness that is senior to the subordinated debt securities, but subordinate to our other obligations. Any prospectus
supplement relating to a particular series of subordinated debt securities will set forth the aggregate amount of our indebtedness senior to the subordinated debt securities as of a recent date.
The subordinated debt securities shall rank equal in right of payment with each other.
The prospectus supplement may further describe the provisions, if any, which may apply to the subordination of the subordinated debt
securities of a particular series.
Restrictive Covenants
The subordinated indenture does not contain any significant restrictive covenants. The prospectus supplement relating to a series of subordinated debt securities may describe certain restrictive
covenants, if any, to which we may be bound under the subordinated indenture.
Governing Law
Both indentures are, and the senior debt securities and subordinated debt securities will be, governed by and construed in accordance with
the laws of the State of New York.
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DESCRIPTION OF THE CAPITAL SECURITIES, THE JUNIOR SUBORDINATED
DEBENTURES AND THE CAPITAL SECURITIES GUARANTEES
We will describe the terms of any capital securities, junior subordinated debentures and capital securities guarantees and any related
obligations in the prospectus supplement relating to the offering of those securities.
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DESCRIPTION OF PREFERRED STOCK
The following summary contains a description of the general terms and provisions of the preferred stock that we may issue. Other terms of
any series of preferred stock will be described in the prospectus supplement relating to that series of preferred stock. The terms of any series of preferred stock may differ from the terms described below. Certain provisions of the preferred stock
described below and in any prospectus supplement are not complete. You should refer to our Restated Articles of Organization, as amended, and the certificate of designation which will be filed with the SEC in connection with the offering of a
particular series of preferred stock.
General
Our articles of organization permit our board of directors to authorize the issuance of up to 3,500,000 shares of preferred stock, without par value, in one or more series, without shareholder action. Of
such number of shares of preferred stock, 5,001 shares have been designated as Non-Cumulative Perpetual Preferred Stock, Series A, or the series A preferred stock, and 20,000 shares have been designated as Fixed Rate Cumulative Preferred Stock,
Series B, or the series B preferred stock. The board of directors can determine the rights, preferences and limitations of each series. Therefore, without shareholder approval, our board of directors can authorize the issuance of preferred stock
with voting, conversion and other rights that could dilute the voting power and other rights of our common stockholders. 5,001 shares of our series A preferred stock were outstanding as of January 31, 2012. We redeemed 20,000 shares of our
series B preferred stock in 2009, and therefore none of our preferred stock other than the series A preferred stock is outstanding as of January 31, 2012.
The preferred stock has the terms described below unless otherwise provided in the prospectus supplement relating to a particular series of the preferred stock. You should read the prospectus supplement
relating to the particular series of the preferred stock being offered for specific terms, including:
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the designation and stated value per share of the preferred stock and the number of shares offered;
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the amount of liquidation preference per share;
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the price at which the preferred stock will be issued;
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the dividend rate, or method of calculation of dividends, the dates on which dividends will be payable, whether dividends will be cumulative or
noncumulative and, if cumulative, the dates from which dividends will commence to accumulate;
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any redemption or sinking fund provisions;
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if other than the currency of the United States, the currency or currencies including composite currencies in which the preferred stock is denominated
and/or in which payments will or may be payable;
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any conversion provisions;
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whether we have elected to offer depositary shares as described under “Description of Depositary Shares;” and
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any other rights, preferences, privileges, limitations and restrictions on the preferred stock.
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The preferred stock will, when issued, be fully paid and nonassessable. Unless otherwise specified in the prospectus supplement, each
series of the preferred stock will rank equally as to dividends and liquidation rights in all respects with each other series of preferred stock. The rights of holders of shares of each series of preferred stock will be subordinate to those of our
general creditors.
One of the effects of authorized but unissued and unreserved shares of capital stock may be to make it
more difficult or discourage an attempt by a potential acquirer to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise. The issuance of these shares of capital stock may defer or prevent a change in control
of our company without any further shareholder action.
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As described under “Description of Depositary Shares,” we may, at our option, with
respect to any series of the preferred stock, elect to offer fractional interests in shares of preferred stock, and provide for the issuance of depositary receipts representing depositary shares, each of which will represent a fractional interest in
a share of the series of the preferred stock. The fractional interest will be specified in the prospectus supplement relating to a particular series of the preferred stock.
Rank
Our series A preferred stock has, and any other series of preferred
stock upon issuance will have, preference over our common stock with respect to the payment of dividends and the distribution of assets in the event of our liquidation, winding up or dissolution. In particular, any series of the preferred stock that
we may issue will, with respect to the priority of the payment of dividends and the priority of payments upon liquidation, winding up and dissolution, rank:
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senior to all classes of common stock and all equity securities issued by us the terms of which specifically provide that the equity securities will
rank junior to the preferred stock (the junior securities);
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equally with all equity securities issued by us the terms of which specifically provide that the equity securities will rank equally with the preferred
stock (the parity securities); and
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junior to all equity securities issued by us the terms of which specifically provide that the equity securities will rank senior to the preferred
stock.
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Unless the terms of any preferred stock specifically provide that it will rank junior or senior to
our series A preferred stock, the series A preferred stock will be parity securities with respect to such preferred stock. The consent of at least a majority of the shares of series A preferred stock then outstanding is required for us to authorize
any class or series of capital stock that would rank senior to the series A preferred stock with respect to the payment of dividends or the distribution of assets on our liquidation, winding up or dissolution.
Dividends
Holders of
the preferred stock of each series will be entitled to receive, when, as and if declared by our board of directors, cash dividends at such rates and on such dates described in the prospectus supplement. Different series of preferred stock may be
entitled to dividends at different rates or based on different methods of calculation. The dividend rate may be fixed or variable or both. Dividends will be payable to the holders of record as they appear on our stock books on record dates fixed by
our board of directors, as specified in the applicable prospectus supplement.
Dividends on any series of the preferred stock
may be cumulative or noncumulative, as described in the applicable prospectus supplement. If our board of directors does not declare a dividend payable on a dividend payment date on any series of noncumulative preferred stock, then the holders of
that noncumulative preferred stock will have no right to receive a dividend for that dividend payment date, and we will have no obligation to pay the dividend accrued for that period, whether or not dividends on that series are declared payable on
any future dividend payment dates. Dividends on any series of cumulative preferred stock will accrue from the date we initially issue shares of such series or such other date specified in the applicable prospectus supplement.
No full dividends may be declared or paid or funds set apart for the payment of any dividends on any parity securities unless dividends
have been paid or set apart for payment on the preferred stock. If full dividends are not paid, the preferred stock will share dividends pro rata with the parity securities. No dividends may be declared or paid or funds set apart for the payment of
dividends on any junior securities unless full cumulative dividends for all dividend periods terminating on or prior to the date of the declaration or payment will have been paid or declared and a sum sufficient for the payment set apart for payment
on the preferred stock.
Our ability to pay dividends on our preferred stock is subject to policies established by the Federal
Reserve Board.
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Rights Upon Liquidation
If we dissolve, liquidate or wind up our affairs, either voluntarily or involuntarily, the holders of each series of preferred stock, including any parity securities, will be entitled to receive, before
any payment or distribution of assets is made to holders of junior securities, liquidating distributions in the amount described in the prospectus supplement relating to that series of the preferred stock, plus an amount equal to accrued and unpaid
dividends and, if the series of the preferred stock is cumulative, for all dividend periods prior to that point in time. If the amounts payable with respect to the preferred stock of any series and any other parity securities are not paid in full,
the holders of the preferred stock of that series and of the parity securities will share proportionately in the distribution of our assets in proportion to the full liquidation preferences to which they are entitled. After the holders of preferred
stock and the parity securities are paid in full, they will have no right or claim to any of our remaining assets.
Because we
are a bank holding company, our rights, the rights of our creditors and of our stockholders, including the holders of the preferred stock offered by this prospectus, to participate in the assets of any subsidiary upon the subsidiary’s
liquidation or recapitalization may be subject to the prior claims of the subsidiary’s creditors except to the extent that we may ourselves be a creditor with recognized claims against the subsidiary.
Redemption
A series of
the preferred stock may be redeemable, in whole or in part, at our option with prior Federal Reserve Board approval. In addition, a series of preferred stock may be subject to mandatory redemption pursuant to a sinking fund or otherwise. The
redemption provisions that may apply to a series of preferred stock, including the redemption dates and the redemption prices for that series, will be described in the prospectus supplement.
In the event of partial redemptions of preferred stock, whether by mandatory or optional redemption, our board of directors will
determine the method for selecting the shares to be redeemed, which may be by lot or pro rata or by any other method determined to be equitable.
On or after a redemption date, unless we default in the payment of the redemption price, dividends will cease to accrue on shares of preferred stock called for redemption. In addition, all rights of
holders of the shares will terminate except for the right to receive the redemption price.
Unless otherwise specified in the
applicable prospectus supplement for any series of preferred stock, if any dividends on any other series of preferred stock ranking equally as to payment of dividends and liquidation rights with such series of preferred stock are in arrears, no
shares of any such series of preferred stock may be redeemed, whether by mandatory or optional redemption, unless all shares of preferred stock are redeemed, and we will not purchase any shares of such series of preferred stock. This requirement,
however, will not prevent us from acquiring such shares pursuant to a purchase or exchange offer made on the same terms to holders of all such shares outstanding.
Under current regulations, bank holding companies, except in certain narrowly defined circumstances, may not exercise any option to redeem shares of preferred stock included as Tier 1 capital without the
prior approval of the Federal Reserve Board.
Voting Rights
Unless otherwise described in the applicable prospectus supplement, holders of the preferred stock will have no voting rights except as set forth below or as otherwise required by law or in our articles
of organization.
In addition, if the dividends on the series A preferred stock, or any preferred stock designated as ranking
equally with the series A preferred stock as to the payment of dividends (whether non-cumulative or cumulative) and with like voting rights, referred to as voting parity securities, have not been paid,
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in the case of the series A preferred stock and voting parity securities bearing non-cumulative dividends, equal to at least six quarterly dividends
(whether or not consecutive), or
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in the case of voting parity securities bearing cumulative dividends, in an aggregate amount equal to full dividends for at least six quarterly
dividend periods (whether or not consecutive),
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then the authorized number of directors then constituting our board of
directors will be increased by two. Holders of the series A preferred stock, together with the holders of voting parity securities, voting as a single class, will be entitled to elect the two additional members of our board of directors, referred to
as the preferred stock directors. The election of any preferred stock director is subject to the qualification that the election would not cause us to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange
on which our securities may be listed) that listed companies must have a majority of independent directors. The election of any preferred stock director is also subject to the qualification that at no time shall our board of directors include more
than two preferred stock directors (including all directors that holders of any series of voting parity securities are entitled to elect pursuant to like voting rights). In the event the holders of the series A preferred stock and the holders of
voting parity securities are entitled to elect preferred stock directors, such directors shall be initially elected following a nonpayment event described above only at a special meeting called at the request of the holders of at least 20% of the
series A preferred stock and each other series of voting parity securities then outstanding (unless the request for a special meeting is received less than 90 days before the date fixed for the next annual or special meeting of shareholders, in
which event the election shall be held only at such next annual or special meeting of shareholders), and at each subsequent annual meeting of shareholders. When dividends have been paid in full on the series A preferred stock and any non-cumulative
voting parity securities (other than the series A preferred stock) for dividend periods, whether or not consecutive, equivalent to at least one year after a nonpayment event and all dividends on any cumulative voting parity securities have been paid
in full, then the right of the holders of the series A preferred stock to elect the preferred stock directors shall cease (subject to revesting of such voting rights in the case of any future nonpayment event). Upon the termination of these rights
of the holders of preferred stock and voting parity securities to vote for preferred stock directors, the terms of office of the preferred stock directors shall forthwith terminate and the number of authorized directors of State Street will be
reduced by the number of preferred stock directors that the holders of preferred stock and voting parity securities had been entitled to elect.
Under regulations adopted by the Federal Reserve Board, if the holders of any series of the preferred stock are or become entitled to vote for the election of directors, such series may then be deemed a
“class of voting securities” and a holder of 25% or more of such series, or a holder of 5% or more if it otherwise exercises a “controlling influence” over us, may then be subject to regulation as a bank holding company in
accordance with the Bank Holding Company Act. In addition, at such time as such series is deemed a class of voting securities, (a) any other bank holding company may in certain situations be required to obtain the approval of the Federal
Reserve Board to acquire or retain 5% or more of that series and (b) any person other than a bank holding company may be required to obtain the approval of the Federal Reserve Board to acquire or retain 10% or more of that series.
Exchangeability
The
holders of shares of preferred stock of any series may be required at any time or at maturity to exchange those shares for our debt securities. The applicable prospectus supplement will specify the terms of any such exchange.
Transfer Agent and Registrar
Unless otherwise indicated in the applicable prospectus supplement, American Stock Transfer and Trust Company will be the transfer agent, dividend and redemption price disbursement agent and registrar for
shares of each series of the preferred stock.
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DESCRIPTION OF DEPOSITARY SHARES
General
We may, at our
option, elect to offer fractional shares of preferred stock, which we call depositary shares, rather than full shares of preferred stock. If we do, we will issue to the public receipts, called depositary receipts, for depositary shares, each of
which will represent a fraction, to be described in the applicable prospectus supplement, of a share of a particular series of preferred stock. Unless otherwise provided in the prospectus supplement, each owner of a depositary share will be
entitled, in proportion to the applicable fractional interest in a share of preferred stock represented by the depositary share, to all the rights and preferences of the preferred stock represented by the depositary share. Those rights include
dividend, voting, redemption, conversion and liquidation rights.
The shares of preferred stock underlying the depositary
shares will be deposited with a bank or trust company selected by us to act as depositary, under a deposit agreement between us, the depositary and the holders of the depositary receipts. The depositary will be the transfer agent, registrar and
dividend disbursing agent for the depositary shares.
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Holders of depositary receipts agree to be bound by the deposit agreement, which requires holders to take certain actions such as filing proof of residence and paying certain charges.
The summary of terms of the depositary shares contained in this prospectus is not complete. You should refer to the form of the deposit
agreement, our articles of organization and the certificate of designation for the applicable series of preferred stock that are, or will be, filed with the SEC.
Dividends and Other Distributions
The depositary will distribute all cash
dividends or other cash distributions, if any, received in respect of the preferred stock underlying the depositary shares to the record holders of depositary shares in proportion to the numbers of depositary shares owned by those holders on the
relevant record date. The relevant record date for depositary shares will be the same date as the record date for the preferred stock.
If there is a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares, unless the depositary determines that it is not feasible
to make the distribution. If this occurs, the depositary may, with our approval, adopt another method for the distribution, including selling the property and distributing the net proceeds from the sale to the holders.
Liquidation Preference
If a series of preferred stock underlying the depositary shares has a liquidation preference, in the event of the voluntary or involuntary
liquidation, dissolution or winding up of State Street, holders of depositary shares will be entitled to receive the fraction of the liquidation preference accorded each share of the applicable series of preferred stock, as set forth in the
applicable prospectus supplement.
Withdrawal of Stock
Unless the related depositary shares have been previously called for redemption, upon surrender of the depositary receipts at the office of the depositary, the holder of the depositary shares will be
entitled to delivery, at the office of the depositary to or upon his or her order, of the number of whole shares of the preferred stock and any money or other property represented by the depositary shares. If the depositary receipts delivered by the
holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of preferred stock to be withdrawn, the depositary will deliver to the holder at the same time a new depositary
receipt evidencing the excess number of depositary shares. In no event will the depositary deliver fractional shares of preferred stock upon surrender of depositary receipts.
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Redemption of Depositary Shares
Whenever we redeem shares of preferred stock held by the depositary, the depositary will redeem as of the same redemption date the number
of depositary shares representing shares of the preferred stock so redeemed, so long as we have paid in full to the depositary the redemption price of the preferred stock to be redeemed plus an amount equal to any accumulated and unpaid dividends on
the preferred stock to the date fixed for redemption. The redemption price per depositary share will be equal to the redemption price and any other amounts per share payable on the preferred stock multiplied by the fraction of a share of preferred
stock represented by one depositary share. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata or by any other equitable method as may be determined by the depositary.
After the date fixed for redemption, depositary shares called for redemption will no longer be deemed to be outstanding and
all rights of the holders of depositary shares will cease, except the right to receive the moneys payable upon redemption and any money or other property to which the holders of the depositary shares were entitled upon redemption upon surrender to
the depositary of the depositary receipts evidencing the depositary shares.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the
information contained in the notice of meeting to the record holders of the depositary receipts relating to that preferred stock. The record date for the depositary receipts relating to the preferred stock will be the same date as the record date
for the preferred stock. Each record holder of the depositary shares on the record date will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the number of shares of preferred stock represented by that
holder’s depositary shares. The depositary will endeavor, insofar as practicable, to vote the number of shares of preferred stock represented by the depositary shares in accordance with those instructions, and we will agree to take all action
that may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will not vote any shares of preferred stock except to the extent it receives specific instructions from the holders of depositary shares
representing that number of shares of preferred stock.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We
will pay charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay transfer, income and other taxes and governmental charges and such
other charges as are expressly provided in the deposit agreement to be for their accounts. If these charges have not been paid by the holders of depositary receipts, the depositary may refuse to transfer depositary shares, withhold dividends and
distributions and sell the depositary shares evidenced by the depositary receipt.
Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended
by agreement between us and the depositary. However, any amendment that materially and adversely alters the rights of the holders of depositary shares, other than fee changes, will not be effective unless the amendment has been approved by at least
a majority of the outstanding depositary shares. The deposit agreement may be terminated by the depositary or us only if:
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all outstanding depositary shares have been redeemed; or
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there has been a final distribution of the preferred stock in connection with our dissolution and such distribution has been made to all the holders of
depositary shares.
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Resignation and Removal of Depositary
The depositary may resign at any time by delivering to us notice of its election to do so, and we may remove the depositary at any time.
Any resignation or removal of the depositary will take effect upon our appointment of a successor depositary and its acceptance of such appointment. The successor depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having its principal office in the United States and having the requisite combined capital and surplus as set forth in the applicable agreement.
Notices
The depositary
will forward to holders of depositary receipts all notices, reports and other communications, including proxy solicitation materials received from us, that are delivered to the depositary and that we are required to furnish to the holders of the
preferred stock. In addition, the depositary will make available for inspection by holders of depositary receipts at the principal office of the depositary, and at such other places as it may from time to time deem advisable, any reports and
communications we deliver to the depositary as the holder of preferred stock.
Limitation of Liability
Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond its control in
performing its obligations. Our obligations and those of the depositary will be limited to performance in good faith of our and their duties thereunder. We and the depositary will not be obligated to prosecute or defend any legal proceeding in
respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely upon written advice of counsel or accountants, on information provided by persons presenting preferred stock for deposit,
holders of depositary receipts or other persons believed to be competent to give such information and on documents believed to be genuine and to have been signed or presented by the proper party or parties.
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DESCRIPTION OF COMMON STOCK
General
We have
750,000,000 shares of authorized common stock, $1.00 par value per share, of which 487,849,175 shares were outstanding as of January 31, 2012.
Holders of our common stock are entitled to receive dividends if, as and when declared by our board of directors out of any funds legally available for dividends. Holders of our common stock are also
entitled, upon our liquidation, and after claims of creditors and the preferences of the series A preferred stock and any other class or series of preferred stock outstanding at the time of liquidation, to receive
pro rata
our net assets. We
pay dividends on our common stock only if we have paid or provided for all dividends on our outstanding series of preferred stock, for the then current period and, in the case of any cumulative preferred stock, all prior periods. In addition, the
prior approval of the Federal Reserve is required for us to pay future common stock dividends. We generally are not permitted to purchase shares of our common stock unless full dividends are paid (or declared, with funds set aside for payment) on
all outstanding shares of preferred stock.
Our series A preferred stock has, and any other series of preferred stock upon
issuance will have, preference over our common stock with respect to the payment of dividends and the distribution of assets in the event of our liquidation, winding up or dissolution. Our preferred stock also has such other preferences as may be
fixed by our board of directors.
Holders of our common stock are entitled to one vote for each share that they hold and are
vested with all of the voting power except as our board of directors has provided, or may provide in the future, with respect to preferred stock or any other class or series of preferred stock that the board of directors may hereafter authorize. See
“Description of Preferred Stock.” Shares of our common stock are not redeemable, and have no subscription, conversion or preemptive rights.
Our common stock is listed on the New York Stock Exchange. Outstanding shares of our common stock are validly issued, fully paid and non-assessable. Holders of our common stock are not, and will not be,
subject to any liability as stockholders.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer and Trust Company.
Restrictions on Ownership
The Bank Holding Company Act requires any “bank holding company,” as defined in the Bank Holding Company Act, to obtain the
approval of the Federal Reserve Board prior to the acquisition of 5% or more of our common stock. Any person, other than a bank holding company, is required to obtain prior approval of the Federal Reserve Board to acquire 10% or more of our common
stock under the Change in Bank Control Act. Any holder of 25% or more of our common stock, or a holder of 5% or more if such holder otherwise exercises a “controlling influence” over us, is subject to regulation as a bank holding company
under the Bank Holding Company Act. Chapter 167A of the General Laws of Massachusetts requires any “bank holding company,” as defined in Chapter 167A, to obtain prior approval of the board of bank incorporation before (i) acquiring 5%
or more of our common stock, (ii) acquiring all or substantially all of our assets or (iii) merging or consolidating with us.
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DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts obligating holders to purchase from or sell to us, and
obligating us to sell to or purchase from the holders, a specified number of shares of our common stock, preferred stock or depositary shares at a future date or dates, which we refer to in this prospectus as stock purchase contracts. The price per
share of common stock, preferred stock or depositary shares and the number of shares of each may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase
contracts. The stock purchase contracts may be issued separately or as part of units, often known as stock purchase units, consisting of one or more stock purchase contracts and beneficial interests in debt securities, capital securities issued by
trusts, all of whose common securities are owned by us or by one of our subsidiaries, or any other securities described in the applicable prospectus supplement or any combination of the foregoing, securing the holders’ obligations to purchase
the common stock, preferred stock or depositary shares under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa, and these payments may be
unsecured or prefunded on some basis. The stock purchase contracts may require holders to secure their obligations under those contracts in a specified manner, including without limitation by pledging their interest in another stock purchase
contract.
The applicable prospectus supplement will describe the terms of the stock purchase contracts and stock purchase
units, including, if applicable, collateral or depositary arrangements.
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DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities, preferred stock, depositary shares or common stock. We may offer warrants separately
or together with one or more additional warrants, debt securities, preferred stock, depositary shares or common stock, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue
warrants as part of a unit, the accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the warrants’ expiration date.
The applicable prospectus supplement will describe the terms of the warrants, including:
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the specific designation and aggregate number of, and the price at which we will issue, the warrants;
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the currency or currency units in which the offering price, if any, and the exercise price are payable;
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the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise
the warrants throughout that period, the specific date or dates on which you may exercise the warrants;
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whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms,
although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;
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any applicable material U.S. federal income tax consequences;
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the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other
agents;
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the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;
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the designation and terms of any preferred stock purchasable upon exercise of the warrants;
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the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants;
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if applicable, the designation and terms of the debt securities, preferred stock, depositary shares or common stock with which the warrants are issued
and, the number of warrants issued with each security;
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if applicable, the date from and after which the warrants and the related debt securities, preferred stock, depositary shares or common stock will be
separately transferable;
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the number of shares of preferred stock, the number of depositary shares or the number of shares of common stock purchasable upon exercise of a warrant
and the price at which those shares may be purchased;
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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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information with respect to book-entry procedures, if any;
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the antidilution provisions of the warrants, if any;
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any redemption or call provisions;
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whether the warrants are to be sold separately or with other securities as parts of units; and
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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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FORMS OF SECURITIES
Each debt security, depositary share, stock purchase contract, stock purchase unit, warrant and capital security will be represented
either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of securities. Unless otherwise specified, certificated securities in definitive form and global
securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments,
you or your nominee must physically deliver the securities to the trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities, depositary shares, stock
purchase contracts, stock purchase units, warrants or capital securities represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an
account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.
Global Securities
Registered Global Securities
. We may issue the registered debt securities, depositary shares, stock purchase contracts, stock
purchase units, warrants and capital securities in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the name of
that depositary or nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented by
registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global
security, the nominees of the depositary or any successors of the depositary or those nominees.
If not described below, any
specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions
will apply to all depositary arrangements.
Ownership of beneficial interests in a registered global security will be limited
to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and
transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will
designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to
interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in
definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.
So long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the
securities represented by the registered global security for all purposes under the applicable indenture, deposit agreement, stock purchase contract, unit agreement or warrant agreement. Except as described below, owners of beneficial interests in a
registered global security will not be entitled to have the securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and
will not be considered the owners or holders of the securities under the applicable indenture, deposit agreement, stock purchase contract, unit agreement or warrant agreement. Accordingly, each person owning a beneficial interest in a registered
global security must rely on the procedures
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of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any
rights of a holder under the applicable indenture, deposit agreement, stock purchase contract, unit agreement, trust agreement or warrant agreement. We understand that under existing industry practices, if we request any action of holders or if an
owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the applicable indenture, deposit agreement, stock purchase contract, unit agreement, trust agreement
or warrant agreement, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through
them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.
Principal or premium, if any, and interest payments on debt securities and capital securities, and any payments to holders with respect
to depositary shares, warrants, purchase contracts or units, represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner
of the registered global security. None of State Street, the trustees, any warrant agent, unit agent or any other agent of State Street, agent of the trustee or agent of such warrant agent or unit agent will have any responsibility or liability for
any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.
We expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of
principal, premium, interest or other distribution of underlying securities or other property to holders of that registered global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial
interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by
standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.
If the depositary for any of these securities represented by a registered global security is at any time unwilling or unable
to continue as depositary or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, and a successor depositary registered as a clearing agency under the Securities Exchange Act of 1934 is not appointed by us within 90
days, we will issue securities in definitive form in exchange for the registered global security that had been held by the depositary. Any securities issued in definitive form in exchange for a registered global security will be registered in the
name or names that the depositary gives to the relevant trustee, warrant agent, unit agent or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based on directions received by the depositary from
participants with respect to ownership of beneficial interests in the registered global security that had been held by the depositary.
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PLAN OF DISTRIBUTION
We and the selling security holders may sell securities:
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directly to purchasers; or
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through a combination of any of these methods of sale.
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In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders. This prospectus may be used in connection with any offering of
our securities through any of these methods or other methods described in the applicable prospectus supplement.
If any
securities are sold pursuant to this prospectus by any persons other than us, we will, in a prospectus supplement, name the selling securityholders, indicate the nature of any relationship such holders have had with us or any of our affiliates
during the three years preceding such offering, state the amount of securities of the class owned by such securityholder prior to the offering and the amount to be offered for the security holder’s account, and state the amount and (if one
percent or more) the percentage of the class to be owned by such security holder after completion of the offering.
We or any
selling securityholder may directly solicit offers to purchase securities, or agents may be designated to solicit such offers. We will, in the prospectus supplement relating to such offering, name any agent that could be viewed as an underwriter
under the Securities Act of 1933 and describe any commissions that we or any selling security holder must pay. Any such agent will be acting on a best efforts basis for the period of its appointment or, if indicated in the applicable prospectus
supplement, on a firm commitment basis.
The distribution of the securities may be effected from time to time in one or more
transactions:
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at a fixed price, or prices, which may be changed from time to time;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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Each prospectus supplement will describe the method of distribution of the securities and any applicable restrictions.
The prospectus supplement with respect to the securities of a particular series will describe the terms of the offering of the securities, including the following:
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the name of the agent or any underwriters;
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the public offering or purchase price;
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any discounts and commissions to be allowed or paid to the agent or underwriters;
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all other items constituting underwriting compensation;
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any discounts and commissions to be allowed or paid to dealers; and
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any exchanges on which the securities will be listed.
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If any underwriters or agents are utilized in the sale of the securities in respect of which
this prospectus is delivered, we and, if applicable, any selling securityholder will enter into an underwriting agreement or other agreement with them at the time of sale to them, and we will set forth in the prospectus supplement relating to such
offering the names of the underwriters or agents and the terms of the related agreement with them.
If a dealer is utilized in
the sale of the securities in respect of which the prospectus is delivered, we will sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the
time of resale.
If we offer securities in a subscription rights offering to our existing security holders, we may enter into
a standby underwriting agreement with dealers, acting as standby underwriters. We may pay the standby underwriters a commitment fee for the securities they commit to purchase on a standby basis. If we do not enter into a standby underwriting
arrangement, we may retain a dealer-manager to manage a subscription rights offering for us.
Remarketing firms, agents,
underwriters and dealers may be entitled under agreements which they may enter into with us to indemnification by us and by any selling securityholder against certain civil liabilities, including liabilities under the Securities Act of 1933, and may
be customers of, engage in transactions with or perform services for us or any selling securityholder in the ordinary course of business.
If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase securities from us
pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts
shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except that:
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the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which that institution is subject; and
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if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such securities
not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts.
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Certain agents, underwriters and dealers and their associates and affiliates may be customers of, have borrowing relationships with,
engage in other transactions with, and/or perform services, including investment banking services, for, us and/or the selling securityholders or one or more of our respective affiliates in the ordinary course of business.
In order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may overallot in connection with the offering, creating a short position for their
own accounts. In addition, to cover overallotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market. Finally, in
any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases
previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels.
Any such underwriters are not required to engage in these activities and may end any of these activities at any time.
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Under Rule 15c6-1 of the Exchange Act of 1934, trades in the secondary market generally are
required to settle in three business days, unless the parties to any such trade expressly agree otherwise. The applicable prospectus supplement may provide that the original issue date for your securities may be more than three scheduled business
days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the third business day before the original issue date for your securities, you will be required, by virtue of the fact
that your securities initially are expected to settle in more than three scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
The securities may be new issues of securities and may have no established trading market. The securities may or may not be listed on a
national securities exchange. We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities.
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LEGAL MATTERS
Unless the applicable prospectus supplement indicates otherwise, certain matters of Delaware law relating to the validity of the capital
securities, the enforceability of the applicable trust agreement and the creation of each trust will be passed upon for State Street and for the trusts by Richards, Layton & Finger, P.A., special Delaware counsel to State Street and the
trusts. Unless the applicable prospectus supplement indicates otherwise, the validity of the securities in respect of which this prospectus is being delivered will be passed upon by Wilmer Cutler Pickering Hale and Dorr LLP.
EXPERTS
The consolidated financial statements of State Street Corporation appearing in State Street Corporation’s Annual Report (Form 10-K) for the year ended December 31, 2011, and the effectiveness of
State Street Corporation’s internal control over financial reporting as of December 31, 2011 included therein, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports
thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
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State Street Corporation
$500,000,000 1.350% Senior Notes due 2018
$1,000,000,000 3.100% Senior Subordinated Notes due 2023
Prospectus
Supplement
May 8, 2013
Joint Book-Running Managers
BofA Merrill Lynch
Goldman, Sachs & Co.
Morgan Stanley
Co-Managers
Barclays
Credit Suisse
Deutsche Bank Securities
HSBC
Lloyds Securities
UBS Investment Bank
Wells Fargo Securities
Junior Co-Managers
Ramirez & Co., Inc.
The Williams Capital Group, L.P.
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