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 21, 2009

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 April 21, 2009 at approximately 10:30 a.m. (CT), Frederick H. Waddell, President and Chief Executive Officer of Northern Trust Corporation (the “Company”), spoke at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) in Chicago. The audio 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 Company’s website at www.northerntrust.com/presentations. Attached as Exhibit 99.1 are the slides that Mr. Waddell 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 (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 Annual Meeting 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: April 21, 2009	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	Annual Meeting Slides.

EX-99.1

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©

2009 Northern Trust Corporation

William A. Osborn

Chairman

NORTHERN TRUST

CORPORATION

2009 Annual Meeting of Stockholders

April 21, 2009

EXHIBIT 99.1

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©

2009 Northern Trust Corporation

Frederick H. Waddell

President & Chief Executive Officer

April 21, 2009

NORTHERN TRUST

CORPORATION

2009 Annual Meeting of Stockholders

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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 2008 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

Northern Trust: Client Centric and

Highly Focused

A Challenging Macroeconomic

Environment

Financial Strength & Stability:

Financial Performance Highlights

Balance Sheet Highlights

Stock Price Performance

Concluding Thoughts

Question & Answer Session

©

2009 Northern Trust Corporation

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The Northern Trust Advantage:

Client Centric and

Highly Focused

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A Client-centric and Highly Focused Business Model

Our Clients

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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Credit Cards

Retail Banking

Consumer Finance

Venture Capital

Stock Transfer

Investment Banking

Sub-Prime Mortgage Underwriting

Asset Backed Commercial Paper Conduits

Discount Brokerage

American Depositary Receipts

A Client-centric and Highly Focused Business Model

While we do adjust our actions to align with prevailing conditions,

Northern Trust has resisted the temptation to change our business

or risk profile to capitalize on temporarily shifting cycles.

Businesses Northern Trust is NOT in:

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Network of over 80 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)

Massachusetts (1)

Personal Financial Services

Extensive Reach in Affluent Market

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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

17 Locations

Worldwide

Trade Settlement

in 90+ Markets

Clients in

41 Countries

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Northern Trust Global Investments

Diversified, World Class Investment Manager

$522.3 Billion

Assets Under Management as of March 31, 2009

A Diversified Asset Manager

$290 Billion

(56%)

Active

$206 Billion

(39%)

Quantitative

$26 Billion

(5%)

Manager of Managers

Across Asset Classes

Across Client Segments

$392 Billion

Institutional

$130 Billion

Personal

Across Styles

Equities

$182 Billion

(35%)

Fixed Income

$100 Billion

(19%)

Short

Duration

$228 Billion

(44%)

Other

$12 Billion

(2%)

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2009 Northern Trust Corporation

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A Challenging

Macroeconomic

Environment

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2008: The Changing Landscape in Financial Services

750

900

1050

1200

1350

1500

S&P 500 –

Full Year 2008 

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

3/16/08:

With U.S. Govt

support, Bear Stearns

acquired

by

JPMorgan

Chase

11/24/08:

U.S. Govt

to support

Citigroup

10/14/08:

U.S. Govt

announces it will buy

preferred equity stakes in

U.S. banks under the

Troubled Asset Relief

Program

Dramatic tumult

resulting in

acceleration in

commercial and

investment bank

consolidation and

significant increase

in government

involvement.

10/24/08:

PNC

announces

National City

acquisition

10/4/08:

Dutch Govt

purchases Fortis

10/13/08:

RBS (UK)

effectively

nationalized

10/19/08:

ING

receives Dutch

Govt

support

4/1/08:

UBS

CEO steps

down; $37B in

cumulative

writedowns

9/21/08:

Goldman Sachs & Morgan

Stanley to become bank holding cos.

9/26/08:

JPMorgan Chase announces

Washington Mutual acquisition

10/3/08:

Wells Fargo to acquire Wachovia

12/11/08:

Bernard

Madoff

arrested

and

charged

with

criminal

securities

fraud

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sept

Oct

Nov

Dec

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2008: U.S. Treasury, Federal Reserve and FDIC Actions

750

900

1050

1200

1350

1500

S&P 500 –

Full Year 2008 

9/19/08:

ABCP Money

Market Fund Liquidity

Facility

9/19/08: Temporary

Guaranty Program for

Money Market Funds

3/11/08:

Term Securities

Lending Facility

10/14/08:

Capital Purchase Program

10/14/08:

Temporary Liquidity

Guarantee Program: Debt Guarantees

& Transaction Account Guarantees

10/21/08:

Money Market

Investor

Funding

Facility

10/7/08:

Commercial

Paper Funding

Facility

3/16/08:

Primary Dealer

Credit Facility

10/3/08:

FDIC temporarily raises deposit

insurance limit to $250,000

10/6/08:

Federal Reserve will pay interest

on required and excess reserves

9/28/08:

Troubled Asset Relief Program

11/25/08:

Term

Asset-Backed

Securities Loan

Facility; GSE

Purchases

Government actions

were designed to

promote, enhance

and improve liquidity,

in addition to

promoting stability

and restoring

confidence in

financial markets.

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sept

Oct

Nov

Dec

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-38.5%

-45.1%

-31.3%

-40.4%

-42.1%

-40.7%

-41.2%

-49.0%

-52.4%

-65.2%

-42.7%

-48.3%

Weak Global Equity Market Environment

Source: Haver

Analytics

Index Performance -

Full Year 2008   

S&P 500

US$ EAFE

DAX

NIKKEI 225

HANG SENG

FTSE 100

CAC 40

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2009 Northern Trust Corporation

Financial Strength

& Stability

Financial Performance

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Northern Trust: A Solid Year Considering the Environment

% Growth

2008 vs

2007

Full Year

2008

Trust, Inv. & Other Servicing Fees

Other Noninterest Income

Net Interest Income

Total Revenues

Noninterest Expenses

Net Income

Earnings Per Share

$2,135 Million

$1,065 Million

$1,129 Million

$4,328 Million

$2,888 Million

$795 Million

$3.47

+3%

+82%

+24%

+21%

+19%

+9%

+7%

*Operating basis excludes the impact of all VISA related items.

Operating* Net Income

Operating* Earnings Per Share

$641 Million

$2.79

-22%

-24%

Assets Under Custody

Global Custody Assets

Assets Under Management

$3.0 Trillion

$1.4 Trillion

$559 Billion

-27%

-32%

-26%

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First Quarter 2009 Highlights

Trust, Inv. & Other Svcing

Fees

Other Noninterest Income

Net Interest Income

Total Revenues

Noninterest Expenses

Net Income

Earnings Per Common Share

% Change

1Q09 vs

1Q08

$411 Million

$206 Million

$288 Million

$904 Million

$594 Million

$162 Million

$0.61

-22%

+11%

+8%

-8%

-3%

-30%

-41%

First Quarter

2009

Note: Comparison excludes the impact of the First Quarter 2008 VISA item.

Trust Fees:

Continue to be

affected by equity

market declines

and fixed income

market dislocation

Expenses:       

Well controlled

Assets Under Custody

Global Custody Assets

Assets Under Management

$2.8 Trillion

$1.4 Trillion

$522 Billion

-29%

-33%

-33%

Client Assets:

Declined less than

market indices:              

S&P 500   -40%   

Intl EAFE  -49%

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Change in Client Assets Better Than

Challenging Markets

Assets Under Custody

$2.8 Trillion

-6%

-29%

+5%

Global Custody Assets

$1.4 Trillion

-5%

-33%

+11%

Assets Under Management

$522 Billion

-7%

-33%

0.1%

Assets at

5 Year

March 31, 2009

Last Qtr

Last Yr

CAGR

% Change Vs.

Equity Market Indices:

S&P 500

-12%

-40%

-7%

US$ EAFE (international index)

-16%

-49%

-5%

Whether considered on a quarterly, annual or 5-year basis,

our asset accumulation rates consistently outperform the market.

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Financial Strength

& Stability

Balance Sheet

Highlights

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* Peer group consists of the 20 largest U.S. Bank Holding Companies in terms of total balance sheet assets. 

Source: SNL Financial

Outstanding Credit Quality

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

Non-Performing Assets

as a % of Loans

Net Charge-Offs to

Average Loans

Loan Loss Reserve as a

% of Non-Performing Assets

166%

119%

1.53%

0.04%

Northern Trust

as of 3/31/09

Peer Group* Average

as of 12/31/08

0.57%

2.13%

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High Quality Securities Portfolio

All data is as of March 31, 2009.

*Available for Sale Securities.  **Held to Maturity Securities

$17.8B SECURITIES PORTFOLIO

90% of total securities rated triple-A

Total net unrealized losses (pretax) of only $240 million (preliminary)

Government

Sponsored Agency*

$13.4B / 75%

Other* / $1.8B / 10%

Obligations of States /

Political Subdivisions**

$0.8B / 4%

Asset-Backed*

$1.5B / 9%

Well diversified

76% rated triple-A

Subprime asset-backed total        

< 2% of total portfolio

18% of subprime asset-backed

rated triple-A

Other** / $0.4B / 2%

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Outstanding Capital Strength

TOTAL EQUITY

($ Billions)

CAGR: +13%

U.S. CAPITAL PURCHASE PROGRAM PARTICIPATION

On November 14, the U.S. Treasury invested

$1.576 billion in senior preferred stock and related

warrants in Northern Trust

In combination with our already strong capital

position, the additional capital allows us to support

clients and maximize growth opportunities.

In addition, we continue to support high quality loan

growth in line with our existing strategies.

Tier 1 Capital

9.6%

13.0%

6.0%

Total Risk-Based

11.5%

15.2%

10.0%

Leverage

6.9%

8.9%

5.0%

Tangible Common Equity

5.6%

5.9%

--

“Well

Capitalized”

CAPITAL RATIOS

3/31/08

3/31/09

Guideline

$4.5

$6.5

$2.3

$3.6

$3.3

$3.1

$2.9

$3.9

$6.4

$2.7

2000

2001

2002

2003

2004

2005

2006

2007

2008

1Q09

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Stock Price

Performance

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Challenging Environment for Bank Stocks in 2008

-67%

-2%

-11%

-21%

-25%

-28%

-30%

-32%

-33%

-42%

-64%

-66%

-66%

-49%

-52%

-53%

-54%

-77%

-85%

-89%

Full Year 2008   

Average (excl. NTRS):   -48%

S&P 500:

-39%

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Bank Stock Price Performance: Recent History

June 30, 2007 through March 31, 2009  

-87%

-7%

-32%

-45%

-51%

-55%

-56%

-58%

-58%

-59%

-84%

-86%

-86%

-60%

-69%

-73%

-77%

-88%

-93%

-95%

Average (excl. NTRS):   -69%

S&P 500:

-47%

Note: Legacy Bank of New York used for Bank of NY Mellon’s June 30, 2007 stock price.

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Value Retained

Market Capitalization: Value Retained

Market Values (US$BN) as of March 31, 2009

Market Values (US$BN) as of June 30, 2007

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13

95% of Value Retained

Northern

Trust

Value Retained

*6/30/07 market value for Bank of NY Mellon reflects that of legacy Bank of New York plus legacy Mellon.

**6/30/07 market value for PNC Bank reflects that of legacy PNC Bank plus legacy National City.

Source: Bloomberg and Northern Trust Market Research.

JP Morgan

166

60%

100

Bank

of NY

Mellon*

50

65%

33

State

Street

23

13

58%

HSBC

213

46%

97

Credit

Suisse

75

47%

35

BNP

Paribas

102

36%

37

Société

Générale

79

27%

22

Deutsche

Bank

71

33%

23

UBS

AG

142

19%

27

Barclays

90

20%

18

RBS

109

18%

20

Citigroup

254

14

5%

13

PNC

Bank**

30%

44

Goldman

Sachs

94

52%

49

Crédit

Agricole

62

39%

24

Morgan

Stanley

89

25

28%

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Concluding

Thoughts

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Experienced, Dedicated Management Team

Northern Trust

Industry

Rick Waddell

-

President & CEO

34 Years

34 Years

Sherry Barrat

-

President –

PFS

19 Years

39 Years

Steve Fradkin

-

EVP & Chief Financial Officer

24 Years

24 Years

Tim Moen

-

EVP –

Human Resources & Admin.

8 Years

34 Years

Bill Morrison

-

President –

PFS

13 Years

36 Years

Steve Potter

-

President –

NTGI

27 Years

27 Years

Joyce St. Clair

-

EVP –

Corporate Risk Mgt.

17 Years

28 Years

Jana Schreuder

-

President –

WWOT

29 Years

29 Years

Tim Theriault

-

President –

C&IS

25 Years

27 Years

Kelly Welsh

-

EVP & General Counsel

9 Years

31 Years

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120 Years of Stewardship and Success

Success achieved for our clients, our

people and our shareholders through

Principles that Endure 

Principles that Endure 

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©

2009 Northern Trust Corporation

Frederick H. Waddell

President & Chief Executive Officer

William A. Osborn

Chairman

NORTHERN TRUST

CORPORATION

2009 Annual Meeting of Stockholders