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) June 1, 2010

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-5965	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))

Item 7.01. Regulation FD Disclosure.

On June 2, 2010 at approximately 9:00 a.m. (ET), Frederick H. Waddell, Chairman and Chief Executive Officer of Northern Trust Corporation (the “Corporation”), will speak at the 26^th Annual Sanford Bernstein Strategic Decisions Conference (the “Conference”) in New York City. The audio webcast of the presentation will be available live and 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 will present at the Conference.

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 (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.

99.1 Conference Slides.

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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.

	NORTHERN TRUST CORPORATION         (Registrant)
Date: June 1, 2010	By:	/S/    BEVERLY J. FLEMING
		Beverly J. Fleming Senior Vice President and Director of Investor Relations

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Conference Slides.

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EX-99.1

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Frederick H. Waddell, Chairman and Chief Executive Officer

Northern Trust Corporation

©

2010 Northern Trust Corporation

June 2, 2010

Exhibit 99.1

Forward Looking Statement

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This presentation may include forward-looking statements such as statements that relate to Northern

Trust’s financial goals, capital adequacy, dividend policy, expansion and business development plans,

risk management policies, anticipated expense levels and projected profit improvements, business

prospects and positioning with respect to market, demographic and pricing trends, strategic initiatives,

re-engineering and outsourcing activities, new business results and outlook, changes in securities

market prices, credit quality including reserve levels, planned capital expenditures and technology

spending, anticipated tax benefits and expenses, and the effects of any extraordinary events and various

other matters (including developments with respect to litigation, other contingent liabilities and

obligations, and regulation involving Northern Trust and changes in accounting policies, standards and

interpretations) on Northern Trust’s business and results. These statements speak of Northern Trust’s

plans, goals, targets, strategies, beliefs, and expectations, and refer to estimates or use similar terms.

Actual results could differ materially from those indicated by these statements because the realization of

those results is subject to many risks and uncertainties. 

Our 2009 annual report and periodic reports to the SEC contain information about specific factors that

could cause actual results to differ, and you are urged to read them. Northern Trust disclaims any

continuing accuracy of the information provided in this presentation after today.

Strategic and Competitive Positioning

Outstanding and Consistent Financial Strength

Current Topics of Interest

Summary and Q&A

Today’s Agenda

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Client Centric, Highly Focused Business Model

Founded in 1889, Northern Trust Corporation is a global leader in asset management

and asset servicing for institutional and personal clients.

O&T:

Integrated global

operating platform

Serving personal and

institutional clients

$1.3 billion in technology

spending, 2007-2009

PFS:  Leading advisor to affluent market

$149 billion AUM

$341 billion AUC

C&IS:  Leading global custodian

$3.4 trillion AUC

$498 billion AUM

NTGI:  Leading asset manager for

personal & institutional clients

$647 billion AUM

As of March 31, 2010

PERSONAL

FINANCIAL

SERVICES

CORPORATE &

INSTITUTIONAL

SERVICES

CLIENTS

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Client Centric, Highly Focused Business Model

As of March 31, 2010

The

strategic

businesses

that

Northern

Trust

has

focused

on

–

consistently

for

many

years

–

continue to offer compelling and attractive growth opportunities

Outstanding client base

Strong and supportive

demographic trends

Continued globalization

fueling international growth

Excellent strategic

positioning

Attractive profitability

dynamics

PERSONAL

FINANCIAL

SERVICES

CORPORATE &

INSTITUTIONAL

SERVICES

CLIENTS

PERSONAL

FINANCIAL

SERVICES

CORPORATE &

INSTITUTIONAL

SERVICES

CLIENTS

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Strong Asset Accumulation Across the “Lost”

Decade

C&IS

PFS

CAGR:

9%

S&P 500 CAGR

-1%

CAGR

9%

S&P 500 CAGR

-1%

EAFE CAGR

-3%

CAGR

5%

S&P 500 CAGR

-1%

CAGR

8%

S&P 500 CAGR

-1%

Assets

Under

Custody

$BN

Assets

Under

Management

$BN

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Personal Financial Services

Industry Leading Provider of Integrated Financial Solutions

Our value proposition has never

been stronger –

the strength of

our comprehensive array of

solutions, and our focus on

clients, technology and financial

discipline will drive future growth.

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PRIVATE

CLIENT

WEALTH

ADVISORY

WEALTH

MANAGEMENT

FOUNDATIONS

AND

INSTITUTIONS

Opportunities Abound

Best-in-Class Performance

–

BusinessWeek

(April 2009)

Best Private Bank in North America…

For Family Office Services

For Trust Services

For Inheritance and

Succession Planning

–

Euromoney

Magazine (February 2010)

Serving More than 20% of Forbes 400 

–

Forbes (September 2009)

Best Private Bank in North America

–

FT Group (November 2009)

Ranked among the Top 10

Wealth Managers 

–

Barron’s

(September 2009)

Trusted brand

Outstanding

financial strength

Not distracted

Clients need

holistic advice

Robust product offering

Leveraging client

segmentation

Investing in talent

and technology

Well positioned and

enviable U.S. office network

Going global

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Corporate & Institutional Services

Strong Strategic and Competitive Positioning

Offering a comprehensive array of asset servicing, administration, investment management and

banking services to institutional investors of many types.

Central Banks

Multinational, State, and

Local Government Entities

Insurance Companies

Corporate Pensions

Services

Multi-strategy Asset Managers

Hedge Funds

Private Equity Funds

Property Funds

Sovereign Wealth Funds

Corporations

Foundations

Endowments

Financial Institutions

Clients

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Asset Servicing

Administration

Investment

Management

Banking Services

Europe,

Middle East,

and Africa

The

Americas

Asia

Pacific

Global Presence

Growth Opportunities Continue to Be Significant

2000 –

1Q10

CAGR

A Distinctive Record of

Global Growth

Northern Trust

Global Custody

Assets

EAFE

S&P 500

Successfully serving clients all around the world has led to a distinctive record of global growth.

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-1%

-3%

19%

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Northern Trust Global Investments

Providing Customized Investment Solutions

13th Largest Asset Manager Worldwide

–

Pensions & Investments (May 2009;

based on Dec. 31, 2008 AUM)

Investment Management Firm of the Year

–

ACQ Finance Magazine (August 2009)

Best Money Market Fund –

North America

–

Treasury Management International (December 2009)

10th Largest Manager of Worldwide 

Institutional Assets

Products

Equities

Fixed Income

Alternatives

Services

Manager of

Managers

Global Index

Management

Active

Focused on global index management, short and long duration fixed income, and access 

to active management via manager of manager and proprietary strategies.

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Securities

Lending

Transition

Management

Commission

Recapture

Securities

Brokerage

Cash

Overlay

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Outstanding and Consistent

Financial Strength Across Cycles

Diversified and High Quality Loan Portfolio

All data is as of 3/31/10.

NPAs

= Nonperforming Assets.  NCOs = Net Charge-offs

$28

Billion

Loan

Portfolio

$BN

Loan Quality Notably Better

than Industry Averages

Northern Trust

Top 20 Peer Avg.

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High Quality Securities Portfolio

($19)

($317)

($36)

Net unrealized gain / (loss) $MM

0.2%

2.0%

0.2%

Net unrealized loss as a % of

Securities Portfolio

Securities

Portfolio

$BN

($19)

0.1%

$44

$14

$19

-

-

-

High quality, short duration

securities portfolio

90% invested in U.S. Treasury,

government sponsored agency and

triple-A rated securities

Minimal level of unrealized losses due

to long-term focus on conservative,

high quality investments

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Consistently Strong Capital Ratios

Tier 1 Capital

13.0%

13.4%

Total Risk-Based

15.2%

15.5%

Leverage

8.9%

8.9%

Tier 1 Common Equity

9.6%

12.8%

Tangible Common Equity

5.9%

7.9%

Capital Ratios

3/31/09

3/31/10

Shareholders’

Equity

$BN

Capital ratios well above “well capitalized”

guidelines

High percentage of common equity

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Financial Implications of the

Current Environment

Trust, Investment and Other Servicing Fees

Trust,

Investment

and

Other

Servicing

Fees

$MM

(Excludes impact of mark to market fund)

52% of FY2009 revenue

Based generally on market

value of client assets, volume

of transactions and fees for

other services rendered

Extremely low short term

interest rates have resulted

in waived fees in money

market mutual funds, which

equaled $20 million in

1Q 2010 ($80 million

annualized)

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Note: Excludes impact of mark-to-market adjustments in one investment fund used in securities lending activities.

S&P 500

EAFE

Securities Lending Fees

4% of FY2009 revenue

Affected by market values;

supply of securities to be lent;

demand for securities (all of

which drive volumes); and the

interest rate spread earned on

reinvested collateral

Credit crisis caused spread

widening from 2H2007 through

1H2009 when compared with

historical averages

Extremely low short-term

interest rates and more

conservative investment

guidelines have compressed

fee realization in 2010

Securities

Lending

Fees

$MM 

(Excludes impact of mark-to-market fund)

$289

$225

$112

SL Avg

Collateral $BN

0.10%

0.19%

0.12%

SL

Fees

/

Avg

Collateral

$122

0.06%

$239

0.08%

$204

0.07%

$159

0.08%

$111

0.09%

$96

0.10%

$97

0.14%

$85

0.14%

Note: Excludes impact of mark-to-market adjustments in one investment fund used in securities lending activities.

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SL Avg

Collateral

Foreign Exchange Trading Income

12% of FY2009 revenue

Foreign exchange

services provided to

clients as  an integral part

of global custody service

Credit crisis heightened

market and currency

volatility in 2007-2009

when compared with

historical averages

Global Custody Assets $TN

Foreign Exchange Trading Income

$MM

Annual FX as a %  of

Global Custody Assets

$2.1

$1.4

$1.9

$2.0

$1.7

$1.2

$1.0

.016%

.014%

.015%

.017%

.043%

.023%

.016%

$0.7

.015%

$0.5

.023%

$0.5

.031%

$0.4

.040%

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Net Interest Income

27% of FY2009 revenue

Liability driven balance sheet

fuels significant generation of

deposits from institutional and

personal clients

Credit crisis has pressured

net interest margin due to

extremely low short-term

interest rates

Net interest margin in 1Q 2010

of 1.44% well below 2003-

2008 average of 1.74%

1.70%

1.76%

1.56%

Net Interest Margin

1.44%

1.76%

1.82%

1.66%

1.73%

1.93%

2.02%

2.02%

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Avg

Fed Funds Rate

Net

Interest

Income

$MM

Loan Loss Provision

Loan

Loss

Provision

$MM

LLP to Avg. Loans

Avg. Loans $BN

Lending strategy focuses on

personal and institutional clients

who are looking to establish a

full range of financial services

with Northern Trust

Long-standing adherence to

conservative lending standards

Centralized credit policy

function assures uniform

application of credit risk

management policies and

practices

Elevated loan loss provision in

current cycle reflects ongoing

weakness in the broader

economic environment

0.08%

0.42%

0.75%

0.58%

0.07%

0.01%

-0.09%

0.01%

0.21%

0.37%

0.15%

$22.8

$27.4

$28.7

$27.5

$20.5

$18.8

$17.5

$17.5

$17.6

$17.9

$16.5

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LLP to Avg. Loans

Addressing Today's Challenges.

Positioned for Tomorrow's Growth.

Leadership positions in excellent client-focused businesses

Attractive client, geographic and demographic

growth opportunities

Long track record of serving clients and successfully

aggregating assets

Distinctive balance sheet and capital strength

Proven record of managing the business for

long-term growth and profitability

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Questions

©

2010 Northern Trust Corporation

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