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): August 26, 2009

Northern Trust Corporation

(Exact name of Registrant as specified in its charter)

Delaware	0-5965	36-2723087
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

50 South LaSalle Street, Chicago, Illinois	60603
(Address of principal executive offices)	(Zip Code)

(312) 630-6000

(Registrant’s telephone number,

including area code)

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 8.01 Other Events.

On August 26, 2009, Northern Trust Corporation (the “Company”) issued a press release announcing that it had repurchased in full from the United States Department of the Treasury (the “Treasury”) the ten-year warrant to purchase up to 3,824,624 shares of the Company’s common stock, par value $1.66 ²/3 per share, at an exercise price of $61.81 per share (the “Warrant”), previously issued and sold by the Company to the Treasury in connection with the Company’s issuance and sale to the Treasury of 1,576,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, without par value and a liquidation preference of $1,000 per share (the “Preferred Shares”), as part of the Company’s participation in the Treasury’s Troubled Asset Relief Program Capital Purchase Program. The repurchase price paid by the Company to the Treasury for the Warrant was $87 million. As disclosed previously, the Company repurchased the Preferred Shares from the Treasury on June 17, 2009 for an aggregate repurchase price of $1.576 billion plus a final accrued dividend.

A copy of the press release announcing the Company’s repurchase of the Warrant is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Northern Trust Corporation, dated August 26, 2009

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
Date: August 26, 2009	By:	/s/ William R. Dodds, Jr.
		William R. Dodds, Jr. Executive Vice President and Treasurer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release of Northern Trust Corporation, dated August 26, 2009

EX-99.1

Exhibit 99.1

News Release

Investor Contact:	Media Contact:
Bev Fleming 312-444-7811 Beverly_Fleming@ntrs.com	Doug Holt 312-557-1571 Doug_Holt@ntrs.com

http://www.northerntrust.com

Northern Trust Repurchases Warrant

Related to U.S. Capital Investment

Chicago, Aug. 26, 2009 – Northern Trust Corporation (Nasdaq: NTRS) announced today that it repurchased for $87 million the warrant issued to the U.S. Treasury to purchase approximately 3.8 million shares of common stock as part of the TARP Capital Purchase Program.

In June, Northern Trust repurchased the 1.576 million shares of its preferred stock which had been issued to the U.S. Treasury as part of the program.

With the repurchase of the warrant today, Northern Trust will have paid to the U.S. Treasury an aggregate of more than $1.709 billion, which includes the repurchase of the preferred stock and the warrant together with all dividends paid on the preferred stock. In aggregate, the Northern Trust payments represent a 14 percent annualized return on investment to the U.S. Treasury and taxpayers.

“We are pleased to have completed repurchase of the warrant, which is the final component of our participation in the Capital Purchase Program,” Northern Trust President and Chief Executive Officer Frederick H. Waddell said. “Although Northern Trust consistently has been a healthy bank, we participated in the Capital Purchase Program to support an important element of the government’s effort to stabilize the nation’s financial system at a critical time. We are grateful for the role taxpayers have played in the response to last year’s crisis and are gratified that our participation has provided an attractive return on taxpayers’ investment.”

About Northern Trust

Northern Trust Corporation (Nasdaq: NTRS) is a leading provider of investment management, asset and fund administration, banking solutions and fiduciary services for corporations, institutions and affluent individuals worldwide. Northern Trust, a financial holding company based in Chicago, has offices in 18 U.S. states and 15 international locations in North America, Europe, the Middle East and the Asia-Pacific region. As of June 30, 2009, Northern Trust had assets under custody of US$3.2 trillion, and assets under investment management of US$558.9 billion. For 120 years, Northern Trust has earned distinction as an industry leader in combining exceptional service and expertise with innovative products and technology. For more information, visit www.northerntrust.com.