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 8, 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 June 9, 2009 at approximately 7:30 a.m. (CT), Steven L. Fradkin, Executive Vice President and Chief Financial Officer of Northern Trust Corporation (the “Company”), will speak at the 29^th Annual William Blair Growth Stock Conference (the “Conference”) in Chicago. 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 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: June 8, 2009	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

©

2009 Northern Trust Corporation

Service

Expertise

Integrity

Steven L. Fradkin

Executive

Vice

President

&

Chief Financial Officer

June 9, 2009

NORTHERN TRUST

CORPORATION

29

th

Annual

William

Blair

Growth

Stock Conference

EXHIBIT 99.1

Integrity

Expertise

Service

2

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.

Integrity

Expertise

Service

3

Agenda

Northern Trust: Strategic

Overview

Financial Performance

Highlights

Balance Sheet Highlights

Concluding Thoughts

©

2009 Northern Trust Corporation

Service

Expertise

Integrity

Strategic Overview

5

Integrity

Expertise

Service

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

Assets Under Custody 

$2.8 Trillion

Assets Under Management              

$522 Billion

Balance

Sheet

Assets

$78.5 Billion

As of 3/31/09

6

Integrity

Expertise

Service

Personal Financial Services

Industry Leader in Serving the Affluent Market

Offering clients needs-based solutions.

$50 MM

Delivering

comprehensive,

advice-driven financial

solutions through an

integrated team of

specialists.

Delivering high-touch

trust, investment

management and

banking solutions to

individuals through

integrated teams.

Private Client

$5 MM

$1 MM

Wealth Advisory

Wealth

Management

The recognized leader

in providing

sophisticated financial

solutions to the

world’s wealthiest

families.

Integrated

Teams

Holistic

Solutions

Serving as clients’

family office, providing

sophisticated

investment advisory,

asset servicing, and

family services.

Family Advisory

$200 MM

7

Integrity

Expertise

Service

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

8

Integrity

Expertise

Service

Corporate & Institutional Services

Full Array of Solutions for 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

9

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Corporate & Institutional Services

Positioned Globally for Growth

Positioned to serve clients locally and capitalize on global opportunities.

Dublin

Limerick

17 Locations

Worldwide

Trade Settlement

in 90+ Markets

Clients in

41 Countries

Chicago

(Corporate

Headquarters)

Toronto

London

New

York

Luxembourg

Amsterdam

Guernsey

Jersey

Singapore

Beijing

Tokyo

Bangalore

Hong Kong

Melbourne

Abu Dhabi

North America

Europe, Middle East, & Africa

Asia

Pacific

53% of C&IS

AUC is Global

~30% of Staff is

Outside U.S.

10

Integrity

Expertise

Service

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%)

11

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Service

Northern Trust Global Investments

Top Tier Investment Manager

Source:  Pensions & Investments 2009 Special Report on Money Managers

13

Largest Manager

Worldwide Assets Under Management

10

Largest Manager

Worldwide Institutional Assets

4

Largest Manager

U.S. Institutional Tax-Exempt Assets

3

Largest Manager

Defined Benefit Assets

Markets

Served

Rankings

4

Largest Manager

Passive Domestic Indexed Equity

3

Largest Manager

Passive Domestic Indexed Fixed Income

1

Largest Manager

Passive International Indexed Securities

9

Largest Manager

Enhanced International Indexed Equity

Investment

Strategy

th

th

th

rd

th

rd

st

th

©

2009 Northern Trust Corporation

Service

Expertise

Integrity

Financial Performance

Highlights

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13

AUM

S&P 500

0.1%

(7%)

(20%)

(31%)

Since

Jun-2007

5-Year

CAGR

1Q04 –

1Q09

Since

Jun-2007

AUC

S&P 500

5%

(7%)

Global Custody

EAFE

11%

(5%)

(18%)

(36%)

$1.0

$1.2

$1.7

$2.1

$1.4

$1.4

2004

2005

2006

2007

2008

1Q09

$572

$618

$697

$757

$559

$522

2004

2005

2006

2007

2008

1Q09

Asset Accumulation Significantly Outperforming the Market

$2.6

$2.9

$3.5

$4.1

$3.0

$2.8

2004

2005

2006

2007

2008

1Q09

Assets Under Management

($ Billions)

Global Custody Assets

($ Trillions)

Assets Under Custody

($ Trillions)

Since

Jun-2007

(18%)

(31%)

5-Year

CAGR

1Q04 –

1Q09

5-Year

CAGR

1Q04 –

1Q09

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14

High-Growth and Balanced Revenue Stream

$4,160

$3,572

$3,061

$2,686

$2,326

2004

2005

2006

2007

2008

2004 –

2008 CAGR =

16%

S&P 500

(7%)

EAFE

(5%)

($ Millions)

Operating Revenue

Note: Excludes VISA items for 2007 and 2008.

2008 Revenue Contribution

Other

Noninterest

Income

22%

Trust Fees

51%

Net Interest

Income

27%

International

37%

US

63%

Integrity

Expertise

Service

15

$506

$584

$821

$641

$665

2004

2005

2006

2007

2008

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

(40%)

(30%)

(20%)

(10%)

0%

10%

20%

30%

Earnings Strength Across Cycle

($ Millions)

Operating Net Income

S&P 500

S&P 500

Note:

S&P

500

line

represents

percent

change

from12/31/04

base.

2007

and

2008

Net

Income

are

on

an

Operating

Basis

e.g. excluding all VISA items.

2004 –

2008 Avg. ROE = 17%

Fed Funds

Annual Fed Funds

Integrity

Expertise

Service

16

Fixed income

market dislocation

Strength relative 

to equity market

declines

First Quarter 2009 Highlights

Trust, Inv. & Other Svcing Fees

(ex. Securities Lending)

Securities Lending

Other Noninterest Income

Net Interest Income

Total Revenues

Noninterest Expenses

Net Income

Earnings Per Common Share

Market Indices:

S&P 500  

US$EAFE

% Change

1Q09 vs 1Q08

$419

$(8)

$206

$288

$904

$594

$162

$0.61

-15%

NM

+11%

+8%

-8%

-3%

-30%

-41%

-40%

-49%

First Quarter

2009

($ Million)

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

Well controlled

Managing the business in the context of a difficult market environment

and positioning ourselves to take advantage of market opportunities

Common Dividend of $0.28 maintained

TARP dividend of $0.09

©

2009 Northern Trust Corporation

Service

Expertise

Integrity

Balance Sheet

Highlights

Integrity

Expertise

Service

18

Client Deposit-Driven Balance Sheet

Securities

23%

Money

Market

Assets   

28%

Client

Loans

39%

Other

10%

Assets

Other

Purchased

Funds  

13%

Client

Deposits  

68%

Long-Term Debt

& Senior Notes  

6%

Other

5%

Liabilities & Equity

As of March 31, 2009

Equity

8%

Total Assets = $78.5 Billion

Total Risk Weighted Assets = $52.4 Billion

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19

High Quality Securities Portfolio

$17.8B SECURITIES PORTFOLIO

90% of total securities rated triple-A

Government Sponsored

Agency / FDIC TLG

Funding

($13.4B / $0.8B)

Auction Rate Securities ($0.5B)

Municipal Bonds ($0.8B)

Asset-Backed ($1.5B)

Well diversified

76% rated triple-A

Subprime asset-backed total        

< 2% of total portfolio

Other ($0.9B)

Total net unrealized losses (pretax) of $240 million

8%

3%

5%

4%

80%

As of March 31, 2009

Integrity

Expertise

Service

20

Focused Lending Practices Produce Superior Results

Relationship-based lending practices

Each mortgage individually underwritten and

managed

Commercial lending supports-fee based clients

Northern

Trust

does

not:

Underwrite mortgage loans to sub-prime

borrowers

Participate in credit card lending

Offer an off-balance sheet commercial paper

conduit

Lend directly to hedge funds

As of March 31, 2009

High Net Worth

Residential

Real Estate

($10.6B)

35%

26%

Commercial

($7.8B)

10%

Commercial

Real Estate

($3.1B)

15%

Personal

($4.6B)

4%

Other

($1.2B)

Leases

($1.0B)

Non-U.S.

($2.1B)

3%

7%

$30B Loan Portfolio

NCOs / Avg. Loans

0.04%

0.09%

1.62%

1.57%

Q1 2009

2008

NPAs

/ Loans

0.57%

0.33%

2.71%

2.06%

Q1 2009

2008

Reserves / NPAs

166%

237%

75%

86%

Q1 2009

2008

NTRS

Median Top 20 Bank Peers

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21

Top Tier Capital Strength

88%

71%

45%

67%

TCE/TA

TCE/RWA

Tier 1 Capital

Capital Ratios

Pro

Forma

with

New

Common

With TARP

Redemption

5.9%

8.8%

13.0%

Top 20 Banks Peer

Median (incl. CPP)

Capital

Composition

–

TCE

as

%

of

Tier

1

7.0%

5.9%

4.6%

6.8%

6.3%

TCE

/

TA

Ratio

–

Continued

Differentiation

¹

Proforma

for common stock offering and TARP CPP redemption (excludes impact of warrant redemption).

NTRS

4.6%

5.0%

11.0%

7.0%

10.4%

14.7%

6.9%

10.3%

11.7%

Actual March 31, 2009

2004

Q1 2009

Q1 2009

No TARP

Redemption

Top 20 Banks

NTRS

NTRS Pro Forma (w/ TARP)

NTRS Pro Forma (w/ TARP Repayment)

1

©

2009 Northern Trust Corporation

Service

Expertise

Integrity

Concluding

Thoughts

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23

Invested, Experienced and Stable Management Team

Management

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 –

O&T

29 Years

29 Years

Tim Theriault -

President –

C&IS

25 Years

27 Years

Kelly Welsh -

EVP & General Counsel

9 Years

31 Years

Average Tenure

21 Years

28 Years

NTRS Ownership

(As of March 31, 2009)

~12% Employees,

Directors and Retirees

Approximately 76% of

employees own

Northern Trust stock

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24

Strategic Growth Opportunity + Financial Strength

Leadership position in client-focused, business segments with attractive

market and geographic expansion opportunities

Strong

brand

and

reputation

–

“flight

to

quality”

in

the

current

environment

Compelling new business and human capital opportunities from global

disruption

Comprehensive product capabilities combined with distinctive service

Proven record of managing the business for long-term growth and profitability

Conservative management practices

Distinctive balance sheet strength

Strong capital levels

Invested, experienced and stable management team

Well

Positioned

to

Capitalize

on

Global

Growth

Opportunities

Financial

Strength

and

Soundness

a

Differentiating

Factor

©

2009 Northern Trust Corporation

Service

Expertise

Integrity

Steven L. Fradkin

Executive Vice President &

Chief Financial Officer

June 9, 2009

NORTHERN TRUST

CORPORATION

29

Annual William Blair Growth

Stock Conference

th