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) April 25, 2017

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-36609	36-2723087
(Commission File Number)	(IRS Employer Identification No.)
50 South LaSalle Street, Chicago, Illinois	60603
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (312) 630-6000

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))

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 7.01.Regulation FD Disclosure

On April 25, 2017 at approximately 10:30 a.m. (CT), Frederick H. Waddell, Chairman and Chief Executive Officer of Northern Trust Corporation (the “Corporation”), and Michael G. O’Grady, President of the Corporation, spoke at the Corporation’s Annual Meeting of Stockholders (the “Annual Meeting”) in Chicago. The webcast of the presentation will be available for replay for 30 days from the presentation date and can be accessed from the “Investor Relations” section of the Corporation’s website at www.northerntrust.com/presentations. Attached as Exhibit 99.1 are the slides that Mr. Waddell and Mr. O’Grady presented at the Annual Meeting.

The information in this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits:

Exhibit 99.1    Annual Meeting Slides

SIGNATURE

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 thereunto duly authorized.

		NORTHERN TRUST CORPORATION
		(Registrant)
Dated:	April 25, 2017	By:	/s/ Mark M. Bette
			Mark M. Bette
			Senior Vice President and Director of Investor Relations

EXHIBIT INDEX

Number	Description
99.1	Annual Meeting Slides

EX-99.1

1 northerntrust.com | © 2017 Northern Trust 2017 Annual Meeting of Stockholders NORTHERN TRUST CORPORATION April 25, 2017 Frederick H. Waddell Chairman & Chief Executive Officer Reminder: Use of cameras, recording devices, cell phones and other electronic equipment is strictly prohibited. Thank you. Michael G. O’Grady President

2 northerntrust.com | © 2017 Northern Trust 2017 Annual Meeting of Stockholders NORTHERN TRUST CORPORATION April 25, 2017 Frederick H. Waddell Chairman & Chief Executive Officer Michael G. O’Grady President

3 northerntrust.com | © 2017 Northern Trust FORWARD-LOOKING STATEMENTS This presentation may include statements which constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward- looking statements are identified typically by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “likely,” “plan,” “goal,” “target,” “strategy,” and similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could”. Forward-looking statements include statements, other than those related to historical facts, that relate to Northern Trust’s financial results and outlook, capital adequacy, dividend policy, anticipated expense levels, spending related to technology and regulatory initiatives, risk management policies, contingent liabilities, strategic initiatives, industry trends, and expectations regarding the impact of recent legislation. These statements are based on Northern Trust’s current beliefs and expectations of future events or future results, and involve risks and uncertainties that are difficult to predict and subject to change. These statements are also based on assumptions about many important factors, including the factors discussed in Northern Trust’s most recent annual report on Form 10-K and other filings with the U.S. Securities and Exchange Commission, all of which are available on Northern Trust’s website. We caution you not to place undue reliance on any forward-looking statement as actual results may differ materially from those expressed or implied by forward-looking statements. Northern Trust assumes no obligation to update its forward-looking statements.

4 northerntrust.com | © 2017 Northern Trust $8.9 trillion $1.0 trillion $121 billion ASSETS UNDER CUSTODY/ ADMINISTRATION ASSETS UNDER MANAGEMENT BALANCE SHEET Client-Centric and Globally Integrated NORTHERN TRUST CORPORATION Service Expertise Integrity Relentless drive to provide exceptional service. Resolving complex challenges with multi-asset class capabilities. Acting with the highest ethics, utmost honesty and unfailing reliability. As of 3/31/2017

5 northerntrust.com | © 2017 Northern Trust 2016 FINANCIAL PERFORMANCE ($ IN MILLIONS, EXCEPT EPS, ROE) 2016 2016 vs. 2015 Trust, Inv. & Other Servicing Fees $3,108 +4% Total Revenue 4,962 +6% Non-Interest Expense 3,471 +6% Net Income 1,032 +6% Earnings Per Share 4.32 +8% Return on Common Equity 11.9% +0.4 pts ($ IN BILLIONS, Period-end) Assets under Custody / Administration $8,541 +10% Assets under Custody 6,721 +11% Assets under Management 942 +8%

6 northerntrust.com | © 2017 Northern Trust 1ST QUARTER 2017 FINANCIAL PERFORMANCE ($ IN MILLIONS, EXCEPT EPS, ROE) 1Q17 1Q17 vs. 1Q16 Trust, Inv. & Other Servicing Fees $808 +8% Total Revenue 1,284 +8% Non-Interest Expense 894 +8% Net Income 276 +13% Earnings Per Share 1.09 +6% Return on Common Equity 11.6% -- pts ($ IN BILLIONS, Period-end) Assets under Custody / Administration $8,925 +13% Assets under Custody 7,108 +14% Assets under Management 1,001 +11%

7 northerntrust.com | © 2017 Northern Trust PROFITABILITY AND RETURNS Return on Equity Pre-tax Margin Noninterest Expense as a % of Trust & Investment Fees As of March 31, 2017 8.6% 9.3% 9.5% 10.0% 11.5% 11.9% 11.6% 23.4% 30.4% 131% 111% 2011 2012 2013 2014 2015 2016 1Q 2017

8 northerntrust.com | © 2017 Northern Trust 2008 2009 2010 2011 2012 2013 2014 2015 2016 $326 $281 $280 $353 $450 $609 $792 $830 $755 Dividends Share repurchases CAPITAL RETURN TO SHAREHOLDERS ($ IN MILLIONS)

9 northerntrust.com | © 2017 Northern Trust WEALTH MANAGEMENT A full array of goals driven holistic wealth management solutions for individuals, families and private businesses. Client Banking Investment Management Trust & Estate Services Wealth Planning

10 northerntrust.com | © 2017 Northern Trust GOALS DRIVEN WEALTH MANAGEMENT An approach that aligns financial resources with personal goals creating an integrated strategy that empowers a full understanding of how to achieve lifetime goals. Banking Trust & Estate Services Investment Management Wealth Planning Client Client Goals

11 northerntrust.com | © 2017 Northern Trust CORPORATE & INSTITUTIONAL SERVICES Delivering asset servicing and asset management solutions to institutional clients globally. SECTOR EMPHASIS SOLUTION SET CUSTOMIZED OFFERING Not-for-Profit Pensions Financial Institutions Sovereign Entities Insurance Fiduciary Managers Alternative Managers Investment Managers Asset Management Asset Servicing Capital Market Data Fund Liquidity Regulatory Retirement REGIONAL EXPERTISE INDUSTRY-LEADING TECHNOLOGY

12 northerntrust.com | © 2017 Northern Trust CORPORATE & INSTITUTIONAL SERVICES Delivering asset servicing and asset management solutions to institutional clients globally. SECTOR EMPHASIS SOLUTION SET CUSTOMIZED OFFERING Sovereign Entities Asset Management Asset Servicing Capital Market Data Fund Liquidity REGIONAL EXPERTISE INDUSTRY-LEADING TECHNOLOGY

13 northerntrust.com | © 2017 Northern Trust ASSET MANAGEMENT A leading global investment manager with a client-centric culture rooted in a fiduciary heritage. Institutional 74% Equity $517B Fixed Income $462B Other $22B Wealth & Retail 26% Asset Class Client Type World’s 13th largest asset manager $1.0 trillion TOTAL ASSETS UNDER MANAGEMENT As of March 31, 2017. The above rankings are not indicative of future performance. Rankings are based on total worldwide assets under management of $875 bill ion as of December 31, 2015 by Pensions & Investments magazine’s 2016 Special Report on the Largest Money Managers. $6.7 $8.4 $7.6 $11.8 $13.4 15 17 22 25 25 2013 2014 2015 2016 1Q 2017 Assets Under Management ($B) No. of Funds

14 northerntrust.com | © 2017 Northern Trust LEADING CAPABILITIES Continually modernizing our technology and tools to competitively differentiate the client experience while also improving the partner experience. INNOVATION Exploring emerging technologies and market changes to solve business challenges. ENTERPRISE ENABLEMENT EASE and SPEED PRODUCTIVITY POSSIBILITIES OPTIMIZATION Leveraging our resources – from our partners, our organizational structure and locations, to technology capabilities. Maximizing value both now and in the future Best Wealth Management Mobile Technology — Brand New Media, 2016 Best Global Deployment- American Financial Technology Award — Waters Magazine, 2016 Best Infrastructure Initiative-American Financial Technology Award — Waters Magazine, 2016 Industry awards:

15 northerntrust.com | © 2017 Northern Trust +8% +12% +9% LONG-TERM SUCCESS THROUGH A FOCUSED STRATEGY  Relationship-focused strategy  Leader in attractive markets  History of organic growth  Proven record of investing for long- term growth and profitability ACHIEVE GREATER

16 northerntrust.com | © 2017 Northern Trust