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) November 12, 2008

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 November 13, 2008, at approximately 8:50 a.m. (ET), Steven L. Fradkin, Executive Vice President and Chief Financial Officer of Northern Trust Corporation (the “Company”), will speak at the Merrill Lynch Banking & Financial Services Conference (the “Conference”) in New York. The audio webcast of the presentation will be available live and for replay for 14 days from the presentation date and can be accessed from the “Investor Relations” section of the Company’s website at www.northerntrust.com/presentations. Attached as Exhibit 99.1 are the slides that Mr. Fradkin 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.

-2-

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: November 12, 2008	By:	/s/    Beverly J. Fleming
		Beverly J. Fleming
		Senior Vice President and Director of Investor Relations

-3-

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Conference Slides.

EX-99.1

©

2008 Northern Trust Corporation

Service

Expertise

Integrity

Steven L. Fradkin

Executive

Vice

President

&

Chief Financial Officer

Merrill Lynch Banking & Financial Services Conference

New York City

November 13, 2008

NORTHERN TRUST

CORPORATION

EXHIBIT 99.1

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Forward Looking Statement

This presentation may include forward-looking statements such as statements that

relate to Northern Trust’s financial goals, dividend policy, expansion and business

development plans, 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 2007 financial 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.

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Agenda

The Changing Landscape

Commercial banks

Investment banks

Northern Trust Corporation

Corporate Positioning and Financial Strength

Corporate and Institutional Services

Northern Trust Global Investments

Personal Financial Services

©

2008 Northern Trust Corporation

Service

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The Changing

Landscape

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5

The Changing Landscape in U.S. Financial Services…

Commercial Banks

Consolidation has accelerated

Business models are evolving

Investment Banks

Bear Stearns and Lehman Brothers failed

Merrill Lynch acquired by Bank of America

Goldman Sachs and Morgan Stanley change status to

bank holding companies

Significant Increase in Government / Regulatory Involvement

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…Much of Which Occurred over a Four Week Period

950

1100

1250

1400

Jan              Feb             Mar              Apr          

May             Jun             Jul               Aug        

Sept      Oct

S&P 500

9/7/08:

U.S. Govt

to

support Fannie Mae &

Freddie Mac

9/15/08:

Lehman

Brothers declares

bankruptcy;         

Bank of America

announces Merrill

Lynch acquisition

9/16/08:

U.S. Govt

to support AIG

9/21/08:

Goldman Sachs &

Morgan Stanley to become

bank holding companies

9/26/08:

JPMorgan Chase

announces Washington

Mutual acquisition

10/3/08:

Wells Fargo to

acquire Wachovia

©

2008 Northern Trust Corporation

Service

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Northern Trust

Corporation

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8

Client-centric and Highly Focused Business Model

Our Clients

Worldwide Operations & Technology

Government

Agencies

Taft-Hartley

Foundations /

Endowments /

Healthcare

Individuals

Privately

Held

Businesses

Pension Funds

Large Corporations

Investment

Management Firms

Insurance Companies

Families

Family

Foundations

Family Offices

Personal

Financial

Services

Corporate &

Institutional

Services

Northern Trust Global Investments

Sovereign Wealth Funds

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Resisting the Temptation to Change Our Business Model

Credit Cards

Retail Banking

Consumer Lending

Venture Capital

Stock Transfer

DC Record Keeping

Investment Banking

Sub-Prime Mortgage Underwriting

Asset Backed Commercial Paper Conduits

Private Equity Bridge Financing

Discount Brokerage

American Depositary Receipts

Businesses Northern Trust is NOT in:

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Conservative Heritage

High Quality Balance Sheet Securities Portfolio

9/30/08

Securities –

Available for Sale

U.S. Government

$    20

nm

Obligations of States / Political Subdivisions

32

nm

Government Sponsored Agency

9,869

74%

Asset-Backed

1,800

13%

Other

475

4%

Total

Securities

–

Available

for

Sale

12,195

91%

Securities –

Held to Maturity

Obligations of States / Political Subdivisions

805

6%

Government Sponsored Agency

37

nm

Other

300

2%

Total Securities –

Held to Maturity

1,143 

9%

Trading Account

9

nm

Total Securities

$13,347

100%

($ Millions)

Composition

90% of Northern Trust’s total

securities portfolio composed of

triple-A rated securities

86% of Asset-Backed Securities

rated triple-A

Exposure to subprime Asset-

Backed securities relative to the

overall portfolio minimal at less

than 3%

62% of subprime Asset-Backed

Securities rated triple-A

Total gross unrealized losses on

Available for Sale securities

portfolio of only $200 million

% of

Total

All data is as of September 30, 2008.  Items may not total due to rounding.

High Quality, Short Duration Securities Portfolio

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Conservative Heritage

Diversified and High Quality Loan Portfolio

9/30/08

U.S.

Residential Real Estate

$ 10.0

33%

Commercial

7.7

26%

Commercial Real Estate

2.9

10%

Personal

4.6

15%

Other

1.7

6%

Lease Financing

1.1

4%

Total U.S.

28.1

94%

Non-U.S.

1.7

6%

Total

Loans

and

Leases

$

29.9

100%

($ Billions)

Relationship-based lending practices

Nonperforming assets totaled $61.5 million

–

the increase from the prior quarter

largely reflects the addition of only two

loans

Nonperforming assets represent only

0.21% of total outstanding loans

Nonperforming loans are covered

3.3 times by current credit loss reserves

Northern Trust does not:

Underwrite mortgage loans to

sub-prime borrowers

Lend directly to hedge funds

Provide bridge financing to

private equity deals

Offer an off-balance sheet commercial

paper conduit for client liquidity

% of

Total

Composition

All data is as of September 30, 2008.  Items may not total due to rounding.

Consistently Outstanding Credit Quality

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Credit Quality is notably better than peer averages in each category.

*

Peer

group

consists

of

the

20

largest

U.S.

Bank

Holding

Companies

in

terms

of

total

balance

sheet

assets.

September

30

data

includes

17

banks

for

which

the

data

is

currently

available.

Source:

SNL

Financial

Peer*

Average

NTRS

0.21%

317%

0.01%

1.97%

113%

1.52%

Non-Performing Assets

as a % of Loans

Loan Loss Reserve as a

% of Non-Performing Assets

Net Charge-Offs to

Average Loans

As of September 30, 2008

Conservative Heritage

Outstanding Credit Quality is a Differentiator

th

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$3.9

$4.9

$2.1

$3.3

$3.1

$2.9

$2.7

$3.6

$4.5

$2.3

1999

2000

2001

2002

2003

2004

2005

2006

2007

3Q08

COMMON EQUITY

($ Billions)

CAGR: +10%

Northern Trust Corporation

Tier 1 Capital Ratio

9.2%

6.0%

Total Risk-Based Ratio

11.4%

10.0%

Leverage Ratio

6.6%

5.0%

“Well

Capitalized”

CAPITAL RATIOS

9/30/08

Guideline

U.S. CAPITAL PURCHASE PROGRAM PARTICIPATION

As announced on October 27, the Treasury

intends to invest $1.5 billion in senior preferred

stock and related warrants in Northern Trust

In combination with our already strong capital

position, the additional capital will allow us to

maximize growth opportunities

Conservative Heritage

Outstanding Capital Strength

©

2008 Northern Trust Corporation

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Corporate &

Institutional Services

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Corporate & Institutional Services

Full Array of Capabilities…

…

to meet the needs of sophisticated institutional investors.

Fund accounting

Transfer agency

Corporate secretarial

Trustee

Investment operations

outsourcing

Safekeeping

Settlement

Derivatives processing

Income collection

Corporate actions

Tax reclamation

Active

Quantitative

Investment outsourcing

Liability driven investing

Manager of managers

Hedge funds

Private equity

Transition management

Investment accounting

Reporting and valuation

Performance analytics

Risk monitoring and reporting

Trade execution analysis

Data warehouse

Cross-border pooling

Trade execution

Cash management

Securities lending

Foreign exchange

Commission management

Asset

Administration

Asset Processing

Asset Reporting

Asset

Enhancement

Asset

Management

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Corporate & Institutional Services

Strategically Positioned in Three Dynamic Regions

North America

Europe,

Middle East & Africa

Asia Pacific

Abu Dhabi

Dublin

Toronto

London

Limerick

Amsterdam

Luxembourg

Guernsey

Melbourne

Singapore

Hong Kong

Bangalore

Beijing

Tokyo

Jersey

Chicago

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North America

Europe,

Middle East & Africa

Asia Pacific

Corporate & Institutional Services

Market Opportunities Continue to Grow

Total Market: $161 Trillion

(1)

Total Assets Under Custody Worldwide: $90 Trillion

(2)

(1)

McKinsey & Company –

Mapping the Global Capital Market, Fourth Annual Report, January 2008;

Excludes $6 trillion of South American assets

(2)

YE

2007

competitor

earnings

releases

&

The

Greensted

Report,

Fall

2007

–

Top

10

custodians

$60 Trillion

$60 Trillion

$41 Trillion

$56 Trillion

U.S.

$4 Trillion

Canada

$10 Trillion

U.K.

$43 Trillion

Western

Europe

$7 Trillion

Other

$19 Trillion

Japan

$14 Trillion

Emerging Asia

$8 Trillion

Other

©

2008 Northern Trust Corporation

Service

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Northern Trust Global

Investments

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Northern Trust Global Investments

A Diversified, World Class Investment Manager

$652.4 Billion

Assets Under Management as of September 30, 2008

A Diversified Asset Manager

$369 Billion

(57%)

Active

$249 Billion

(38%)

Quantitative

$34 Billion

(5%)

Manager of Managers

Across Asset Classes

Across Client Segments

$511 Billion

Institutional

$141 Billion

Personal

Across Styles

Equities

$247 Billion

(38%)

Fixed Income

$95 Billion

(14%)

Short

Duration

$298 Billion

(46%)

Other

$12 Billion

(2%)

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Northern Trust Global Investments

Broad Array of Solutions for Personal and Institutional Clients

Source:  Pensions & Investments

2008 Special Report on Asset Managers, data as of December 31, 2007.

*Multi-manager Ranking Source: Cerulli Associates, 2005

10

Largest Manager

Worldwide Institutional Assets

5

Largest Manager

U.S. Institutional Tax-Exempt Assets

3

Largest Manager

Defined Benefit Assets

3

Largest Manager

Multi-Manager -

U.S. Institutional Assets*

Markets

Served

Rankings

4

Largest Manager

Passive Domestic Indexed Equity

3

Largest Manager

Passive Domestic Indexed Bonds

3

Largest Manager

Passive International Indexed Securities

Investment

Strategy

th

th

rd

rd

rd

rd

th

©

2008 Northern Trust Corporation

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Personal Financial

Services

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Why do Personal Clients Choose Northern Trust?

Personal Financial Services (PFS)

Key Differentiators

Corporate Strength and Stability

Experience and Brand Consistency

Holistic Financial View and Expertise

Service Experience and Client

Segment Focus

Wealth Management Group

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23

Why Do Personal Clients Choose Northern Trust?

Corporate Strength and Stability

Consistent and Focused Strategy

High Quality, Short Duration Securities Portfolio

Client Driven, High Quality Loan Portfolio

Consistent Capital Strength

Strong Credit Ratings Over the Long-Term

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Why Do Personal Clients Choose Northern Trust?

Corporate Strength and Stability

“With recent growth and expansion Northern Trust stands as a worldwide organization

capable of serving the diverse needs of our customers. These individuals, corporations,

other banks, and institutions look to us for expertise and guidance in handling their

financial affairs.”

“Northern Trust provides fiduciary, investment, financial consulting and banking services

for individuals

as

well

as

credit,

operating,

trust

and

advisory

services

for

corporations,

domestic and

international

financial

institutions,

public

bodies

and

not-for-profit

organizations.”

“Northern Trust provides superior financial services including fiduciary, banking,

investment and financial consulting services for individuals as well as credit, operating,

trust and advisory services for corporations, institutions and organizations.”

“Northern Trust Corporation is a leading provider of asset servicing, asset management,

fund administration, fiduciary and banking solutions for corporations, institutions and

affluent individuals worldwide.”

-

Annual Report, 1990 

-

Annual Report, 2007 

-

Annual Report, 1975 

-

Annual Report, 1985 

A Perspective on Consistency

Note: Quotes are from Northern Trust Corporation’s Annual Reports in the years indicated.

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We

have

a

119-year

heritage

—

we

have

been

Northern

Trust

since 1889 and are undiluted by mergers and acquisitions. 

The growth that we have achieved through the years has

been overwhelmingly sourced

organically.

1889

to

2008

Why Do Personal Clients Choose Northern Trust?

Experience and Brand Consistency

We have been Northern Trust since 1889…

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+

+

+

=

OPPORTUNITIES FOR:

…In stark contrast to our consistently changing competitors.

Why Do Personal Clients Choose Northern Trust?

Experience and Brand Consistency

+

+

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27

Integrated approach and comprehensive capabilities

holistically address clients’

needs.

Grow Assets

Proprietary and Third-party

Investment Managers

Active Index Strategies

Alternative Investments

Manage Risk

Asset Diversification

Single-stock Concentration

Hedging Strategies

Stock Option Planning

Tax Liability Management

Tax Sensitive Investing

Tax Loss Harvesting

Investment Vehicle Selection

Liquidity Management

Deposit Services

Custom Lending

Short Term Cash

Management Vehicles

Building and

Managing Wealth

Protecting and

Transferring Wealth

Protect and Preserve Wealth

Wealth Transfer Planning

Customized Trust Solutions

Transition Wealth

Estate Settlement Services

Guardianship Services

Plan for Special Assets

Family Business

Manage Non-Financial Assets

Creating a Legacy

Reinforce Family Values

Family Education

Family Mission Statement

Advanced Wealth Transfer

Strategies

Establish a Charitable

Giving Tradition

Implement a Tailored 

Philanthropic Strategy

Balance Charitable Giving with

the Financial Needs of the Family

Ensure Tax-Efficiency of

Philanthropic Vehicles

Why Do Personal Clients Choose Northern Trust?

Holistic Financial View and Expertise

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Full Service in

Local Markets

National Practices

Credit Policy

Family Business Management

Financial Consulting

Investment Research

Investment Policy

Marketing

Minerals Management

Real Estate Management

Single Stock Solutions

Tax Services

250+ Trust Professionals

Why Do Personal Clients Choose Northern Trust?

Holistic Financial View and Expertise

225+ Portfolio Managers

375+ Banking Professionals

Leveraging national centers of expertise to deliver solutions locally.

Comprehensive Trust

Services

Customized Investment

Management Solutions

Complete Array of Private and

Commercial Banking Products

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85 PFS Offices in 18 States

Over 50% of the U.S. millionaire market resides

within a 45-minute drive of Northern Trust offices.

Arizona

(8)

Florida

(25)

Illinois

(19)

Illinois

(19)

Colorado

(1)

Colorado

(1)

Nevada

(1)

Nevada

(1)

Missouri

(1)

Missouri

(1)

Washington

(1)

Michigan

(3)

Texas

(7)

California

(11)

New York (1)

Connecticut (1)

Delaware (1)

Georgia

(1)

Georgia

(1)

Wisconsin

(1)

Wisconsin

(1)

Ohio

(1)

Ohio

(1)

Minnesota

(1)

Minnesota

(1)

Projected Annual

Household Growth Rates

2007 -

2012 by Household

Asset Size

7.1%

11.3%

15.5%

$1 -

5

MM

$5 -

200

MM

$200+

MM

Source: Claritas

Massachusetts (1)

Extensive reach in affluent market.

Why Do Personal Clients Choose Northern Trust?

Service Experience and Client Segment Focus

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Personal

Trust Assets

($ Billions)

Source: SNL Financial; As of June 30, 2008

2.

3.

4.

5.

6.

7.

8.

9.

10.

The Largest Personal Trust Provider in the U.S.

Northern Trust

$206.8

1.

Bank of America

122.7

JPMorgan Chase

76.3

Citigroup

64.7

Wachovia

55.1

Bank of NY Mellon       

46.9

U.S. Bancorp

39.8

Wells Fargo

38.9

PNC Financial

32.0

SunTrust

24.8

Why Do Personal Clients Choose Northern Trust?

Service Experience and Client Segment Focus

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Wealth Management Group –

Assets Under Custody

($ Billions)

$183

$195

$160

$114

$101

$38

$28

$65

$65

$61

$52

$82

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

3Q08

Industry Leading Provider to the World’s

Wealthiest Families:

~400 family relationships in 15 countries

Average relationship size = $450+ million

20% of Forbes 400 Richest Americans

WMG AUC CAGR 1997-3Q08 = 19%

S&P 500 CAGR 1997-3Q08 = 2%

Why Do Personal Clients Choose Northern Trust?

Wealth Management Group

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Personal Financial Services

Strong New Business Offsetting 2008 Market Headwinds

PFS Trust, Investment & Servicing Fees*

PFS Total Revenue*

PFS Assets Under Custody

PFS Assets Under Management

S&P 500

9/30/08 vs

9/30/07

+4.4%

+3.9%

-4.6%

-4.0%

-20.7%

*Year-to-Date

9/30/08

vs

Year-to-Date

9/30/07

**Year-to-Date

9/30/08

vs

Year-to-Date

9/30/00

Strongest

Level

of

Net

New

Business

Since

2000**

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Concluding Thoughts

Attractive Demographic Markets

Focused and Conservative Strategy

Significant Expertise

Organic Growth

Consistent Leadership and Philosophy

Northern Trust’s Business Model

©

2008 Northern Trust Corporation

Service

Expertise

Integrity

Steven L. Fradkin

Executive

Vice

President

&

Chief Financial Officer

Merrill Lynch Banking & Financial Services Conference

New York City

November 13, 2008

NORTHERN TRUST

CORPORATION