SUBJECT TO COMPLETION, DATED NOVEMBER 1, 2022
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus Dated
June 28, 2022)
$
State Street Corporation
$
Fixed-to-Floating Rate Senior Notes due 2026
$ Fixed-to-Floating Rate Senior Notes due 2028
This is an offering of $ aggregate principal amount of fixed-to-floating rate senior notes due 2026 (the sustainability notes) and
$ aggregate principal amount of fixed-to-floating rate senior notes due
2028 (the 2028 notes and, together with the sustainability notes, the notes) of State Street Corporation (State Street).
The sustainability notes will mature on , 2026. The
sustainability notes will bear interest from and including , 2022 to, but
excluding, , 2025 at a fixed annual rate of %, payable semiannually in arrears,
on and of each year, beginning
on , 2023. From and including , 2025, the sustainability
notes will bear interest at a floating rate determined by reference to the Secured Overnight Funding Rate (SOFR) compounded daily over a quarterly interest payment period in accordance with the specific formula described in this
prospectus supplement plus a spread of %, payable quarterly in arrears.
The 2028 notes will mature
on , 2028. The 2028 notes will bear interest from and
including , 2022 to, but excluding, , 2027 at a fixed
annual rate of %, payable semiannually in arrears,
on and of each year, beginning
on , 2023. From and including , 2027, the 2028 notes will
bear interest at a floating rate determined by reference to SOFR compounded daily over a quarterly interest payment period in accordance with the specific formula described in this prospectus supplement plus a spread
of %, payable quarterly in arrears.
We will have the option to redeem each series of notes in whole, but not
in part, on, and only on, , 2025 in the case of the sustainability notes
and , 2027 in the case of the 2028 notes, in each case at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus
accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
There is no sinking fund for the notes. The notes are unsecured and
will rank equally with all other existing and future senior unsecured indebtedness of State Street.
As described under Use of Proceeds, we
intend to allocate an amount equal to the net proceeds from the sale of the sustainability notes to finance or refinance, in whole or in part, one or more Eligible Projects (as defined herein).
The notes are not bank deposits, and are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency, nor
are they obligations of, or guaranteed by, a bank.
Investing in the notes involves risks. See Risk
Factors beginning on page S-10.
None of the Securities and Exchange Commission (the
SEC), any state securities commission, the FDIC or any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
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Per Sustainability Note |
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Per 2028 Note |
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Total |
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Public offering price(1) |
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% |
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% |
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$ |
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Underwriting discounts |
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% |
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% |
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$ |
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Proceeds, before expenses, to State Street
Corporation(1) |
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% |
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% |
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$ |
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(1) |
Plus accrued interest, if any,
from , 2022, if settlement occurs after that date. |
The notes will not be listed on any securities exchange. Currently, there are no public trading markets for the notes. The underwriters expect to deliver the
notes to purchasers in book-entry form only through the facilities of The Depository Trust Company and its direct participants, including Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking S.A., on or
about , 2022.
Sustainability Bond
Structuring Advisors and Joint Book-Running Managers
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Deutsche Bank Securities |
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Credit Suisse |
Joint Book-Running Managers
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Goldman Sachs & Co. LLC |
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Academy Securities |
The date of this prospectus supplement
is , 2022.