8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2020

______________________

State Street Corporation

(Exact name of registrant as specified in its charter)

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Massachusetts	001-07511	04-2456637
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Lincoln Street
Boston	Massachusetts	02111
(Address of principal executive offices, and Zip Code)

Registrant’s telephone number, including area code: (617) 786-3000

________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1 par value per share	STT	New York Stock Exchange
Depositary Shares, each representing a 1/4,000th ownership interest in a share of	STT.PRD	New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, without par value per share
Depositary Shares, each representing a 1/4,000th ownership interest in a share of	STT.PRG	New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per share

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 8.01.    Other Events.

On March 26, 2020, State Street Corporation (the “Company”) issued a press release announcing that it has priced a private offering of $750 million aggregate principal amount of 2.825% Fixed-to-Floating Rate Senior Notes due 2023, $500 million aggregate principal amount of 2.901% Fixed-to-Floating Rate Senior Notes due 2026 and $500 million aggregate principal amount of 3.152% of Fixed-to-Floating Rate Senior Notes due 2031. The notes will only be sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States pursuant to Regulation S under the Securities Act. The offering is expected to close on March 30, 2020, subject to satisfaction of customary closing conditions.

The Company estimates that the net proceeds of the offering will be approximately $1.74 billion, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Company.

A copy of the press release announcing the pricing of the offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

	Exhibit No.	Exhibit Description
	99.1	Press Release, dated March 26, 2020, of State Street Corporation
*	104	Cover Page Interactive Data File (formatted as Inline XBRL)

* Submitted electronically herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			STATE STREET CORPORATION
		By:	/s/ ELIZABETH M. SCHAEFER
		Name:	Elizabeth M. Schaefer
		Title:	Senior Vice President and Deputy Controller
Date:	March 27, 2020

EX-99.1

State Street Corporation One Lincoln Street Boston, MA 02111 NYSE: STT www.statestreet.com Contacts Ilene Fiszel Bieler Marc Hazelton +1 617-664-3477 +1 617-513-9439 State Street Corporation Announces Pricing of Fixed-to-Floating Rate Senior Notes Offering BOSTON – March 26, 2020 - State Street Corporation (“State Street”) (NYSE: STT) today announced that it has priced an offering of $750,000,000 aggregate principal amount of 2.825% Fixed-to-Floating Rate Senior Notes due 2023 (the “2023 Notes”), $500,000,000 aggregate principal amount of 2.901% Fixed-to-Floating Rate Senior Notes due 2026 (the “2026 Notes”) and $500,000,000 aggregate principal amount of 3.152% Fixed-to-Floating Rate Senior Notes due 2031 (the “2031 Notes” and, together with the 2023 Notes and the 2026 Notes, the “Notes”). The 2023 Notes will bear interest at a fixed rate per annum of 2.825% from and including the date of original issuance to but excluding March 30, 2022 payable semiannually in arrears on March 30 and September 30 beginning September 30, 2020. Unless redeemed, from March 30, 2022 until the maturity date, the 2023 notes will bear interest at a floating rate based on SOFR plus a margin of 2.69% payable quarterly in arrears. The 2023 Notes will mature on March 30, 2023. The 2026 Notes will bear interest at a fixed rate per annum of 2.901% from and including the date of original issuance to but excluding March 30, 2025 payable semiannually in arrears on March 30 and September 30 beginning September 30, 2020. Unless redeemed, from March 30, 2025 until the maturity date, the 2026 notes will bear interest at a floating rate based on SOFR plus a margin of 2.60% payable quarterly in arrears. The 2026 Notes will mature on March 30, 2026. The 2031 Notes will bear interest at a fixed rate per annum of 3.152% from and including the date of original issuance to but excluding March 30, 2030 payable semiannually in arrears on March 30 and September 30 beginning September 30, 2020. Unless redeemed, from March 30, 2030 until the maturity date, the 2031 notes will bear interest at a floating rate based on SOFR plus a margin of 2.65% payable quarterly in arrears. The 2031 Notes will mature on March 30, 2031. The offering is expected to close on March 30, 2020, subject to customary closing conditions. The Notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and, unless so registered, may not be offered or sold in the United States absent an applicable exemption from registration requirements. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act. This press release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities, and there shall not be any offer to sell, solicitation of an offer to buy or sale of the Notes in any jurisdiction in which,

or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of an offering memorandum. About State Street Corporation State Street Corporation (NYSE: STT) is one of the world's leading providers of financial services to institutional investors, including investment servicing, investment management and investment research and trading. With $34.36 trillion in assets under custody and/or administration and $3.12 trillion* in assets under management as of December 31, 2019, State Street operates globally in more than 100 geographic markets and employs approximately 39,000 worldwide. *Assets under management as of December 31, 2019 includes approximately $45 billion of assets with respect to which State Street Global Advisors Funds Distributors, LLC (SSGA FD) serves as marketing agent; SSGA FD and State Street Global Advisors are affiliated. Forward Looking Statements This press release contains forward-looking statements that are not historical in nature. Such statements constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed in these statements. Factors that may cause such differences include: the failure to complete the sale or issuance of the Notes, competitive factors, government regulation and general economic conditions, health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic, and other risks and uncertainties described in State Street’s periodic reports on file with the U.S. Securities and Exchange Commission including the most recent Annual Report on Form 10-K of State Street, as filed with the U.S. Securities and Exchange Commission. In some cases, you can identify these statements by forward-looking words, such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “plan,” “possible,” “potential,” “project,” “should,” “will,” and similar words or expressions, the negative or plural of such words or expressions and other comparable terminology. Actual results may differ materially from anticipated results. State Street does not undertake to update its forward-looking statements or any of the information contained in this press release, including to reflect future events or circumstances.

XML

Cover page Entity listing	Mar. 26, 2020
Series G Preferred Stock, Depository Share [Member]
Class of Stock [Line Items]
Title of 12(b) Security	Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per share
Trading Symbol	STT.PRG
Security Exchange Name	NYSE
Series D Preferred Stock, Depository Share [Member]
Class of Stock [Line Items]
Title of 12(b) Security	Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, without par value per share
Trading Symbol	STT.PRD
Security Exchange Name	NYSE
Common Stock [Member]
Class of Stock [Line Items]
Title of 12(b) Security	Common stock, $1 par value per share
Trading Symbol	STT
Security Exchange Name	NYSE

XML

Cover page Entities	Mar. 26, 2020
Cover page.
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Registrant Name	State Street Corp
City Area Code	(617)
Entity Address, Address Line One	One Lincoln Street
Entity Central Index Key	0000093751
Document Type	8-K
Entity Incorporation, State or Country Code	MA
Document Period End Date	Mar. 26, 2020
Soliciting Material	false
Written Communications	false
Entity File Number	001-07511
Entity Tax Identification Number	04-2456637
Entity Address, City or Town	Boston
Pre-commencement Tender Offer	false
Entity Address, State or Province	MA
Local Phone Number	786-3000
Entity Address, Postal Zip Code	02111
Pre-commencement Issuer Tender Offer	false