State Street Corporation is offering depositary shares, each representing a 1/4,000th ownership interest in a share of our Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, without par value per share, with a liquidation preference of $100,000 per share (equivalent to $25 per depositary share) (the ˘Series D Preferred Stock÷). As a holder of depositary shares, you will be entitled to all proportional rights, preferences and other provisions of the Series D Preferred Stock (including those related to dividends, voting, redemption and liquidation). You must exercise such rights through the depositary.
Dividends on the Series D Preferred Stock, when, as and if declared by our board of directors or any duly authorized committee of the board, will be payable on the liquidation preference amount, on a non-cumulative basis, quarterly in arrears on the 15th day of March, June, September and December of each year, commencing on June 15, 2014. From the date of issuance to, but excluding, March 15, 2024, dividends will be calculated at an annual rate of 5.90%, and from, and including, March 15, 2024, dividends will be calculated at an annual rate equal to three-month LIBOR plus 3.108%. If our board of directors or any duly authorized committee of the board has not declared a dividend on the Series D Preferred Stock before the dividend payment date for any dividend period, such dividend shall not be cumulative and shall not be payable for such dividend period, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Series D Preferred Stock are declared for any future dividend period.