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) May 31, 2011

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)

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 1, 2011 at approximately 8:00 a.m. (ET), Frederick H. Waddell, Chairman, President and Chief Executive Officer of Northern Trust Corporation (the “Corporation”), will speak at the Sanford C. Bernstein 27^th Annual 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: May 31, 2011	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.

EX-99.1

Sanford Bernstein Strategic Decisions Conference

northerntrust.com

©

2011 Northern Trust Corporation

Service

Expertise

Integrity

Service

Expertise

Integrity

P R I N C I P L E S   T H A T   E N D U R E

Northern Trust

Corporation

Frederick H. Waddell

Chairman & Chief Executive Officer

Sanford C. Bernstein & Co.

Strategic Decisions Conference 2011

The Waldorf=Astoria Hotel

New York, New York

June 1, 2011

EXHIBIT 99.1

2

Sanford Bernstein Strategic Decisions Conference

Forward Looking Statement

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 2010 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.

3

Sanford Bernstein Strategic Decisions Conference

Agenda

Northern Trust Corporation

Excellent Strategic Positioning

Personal Financial Services

Corporate & Institutional Services

Northern Trust Global Investments

Looking Toward the Future

4

Sanford Bernstein Strategic Decisions Conference

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

and asset servicing for institutional and personal clients

Operations & Technology:

Integrated global operating platform

Serving personal and

institutional clients

$1.4 billion in technology

spending, 2008-2010

Personal Financial Services:

Leading advisor to affluent market

$168 billion AUM

$385 billion AUC

Corporate & Institutional Services: 

Leading global custodian

$4.0 trillion AUC

$494 billion AUM

Northern Trust Global Investments: 

Leading asset manager for    

personal & institutional clients

$662 billion AUM

As of March 31, 2011

Client Centric, Highly Focused Business Model

Personal

Clients

Institutional

Clients

Integrated Operations & Technology Platform

Asset

Servicing

Asset

Management

$4.4T Assets

Under Custody

$662B Assets

Under Mgmt.

5

Sanford Bernstein Strategic Decisions Conference

Excellent strategic positioning

Outstanding client base

Strong and supportive

demographic trends

Continued globalization

fueling international growth

Attractive profitability dynamics

The strategic businesses that Northern Trust has focused on –

consistently for many years –

continue to offer compelling and attractive growth opportunities

Client Centric, Highly Focused Business Model

As of March 31, 2011

Personal

Clients

Institutional

Clients

Integrated Operations & Technology Platform

Asset

Servicing

Asset

Management

$4.4T Assets

Under Custody

$662B Assets

Under Mgmt.

6

Sanford Bernstein Strategic Decisions Conference

Network of PFS Offices in 18 States

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

a 45-minute drive of Northern Trust offices.

Personal Financial Services

Extensive Reach in the Affluent Market

Investing in the Business:

Strategic hiring to bolster presence around the U.S.

Acquisition of Los Angeles-based Waterline Partners

Continuing to augment investment capabilities

Opening in Washington, D.C. in 2011

Evaluating international opportunities

PFS Assets Under Management

($ Billions)

CAGR

+7%

S&P500 CAGR +2%

94.0

87.7

148.3

132.4

145.2

154.4

168.4

104.3

110.4

117.2

134.7

2001

2003

2005

2007

2009

1Q

2011

Florida

(25)

Texas

(7)

Arizona

(6)

Illinois

(15)

Colorado

(1)

Nevada

(1)

Missouri

(1)

Washington

(1)

Michigan

(3)

California

(10)

New York (1)

Connecticut (1)

Delaware (1)

Georgia

(1)

Wisconsin

(1)

Ohio

(1)

Minnesota

(1)

Massachusetts (1)

7

Sanford Bernstein Strategic Decisions Conference

Corporate & Institutional Services

Positioned Globally for Growth

C&IS Assets Under Custody

($ Trillions)

Strategically Positioned

in Three Dynamic Regions

Investing in the Business:

Growing our Global Fund Services business

Acquiring Bank of Ireland Securities Services

Adding hedge fund administration capabilities with the acquisition of Omnium

Building relationships with SWFs, financial institutions, and insurance companies

Continuing to enhance our technology platform to provide innovative solutions

CAGR

+11%

S&P500 CAGR     +2%

US$EAFE CAGR  +4%

The

Americas

Europe,

Middle East,

and Africa

Asia Pacific

8

Sanford Bernstein Strategic Decisions Conference

Investing in the Business:

Focusing on international growth through strategic hires and product development

Building exchange traded fund products

Expanding alternative investment capabilities

Driving

revenue growth through direct sales of our core capabilities

Assets Under Management: $662.2 Billion

A Diversified Asset Manager

Across Asset Classes

Across Client Segments

Across Styles

Northern Trust Global Investments

Client Focused, Diversified Investment Manager

$44 Billion

(7%)

$313 Billion

(47%)

Active

$289 Billion

(44%)

Index

Manager

of Managers

$494 Billion

Institutional

$168 Billion

Personal

Equities

$294 Billion

(44%)

Fixed Income

$119 Billion

(18%)

Short

Duration

$233 Billion

(35%)

Other

$16 Billion

(3%)

Other

$16 BN

(2%)

As of March 31, 2011

Looking Toward

the Future

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Sanford Bernstein Strategic Decisions Conference

Looking Toward the Future

Acquisitions

Omnium LLC*

Bank of Ireland Securities Services*

Waterline Partners

Strategic office openings

Washington, D.C. in summer 2011

Beijing branch conversion

Technology & product development

Invested $518 million in 2010

Revenue growth

Continuing to win in the marketplace

Positioned to benefit from higher rates

Operational efficiency

Ongoing evolution of integrated, global

operating model

Evaluation of expense base

Pursuing initiatives to slow rate of

expense growth

Investing in the Business

Improving Core Earnings Trajectory

* Announced on May 16, 2011 and February 24, 2011, respectively.

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Sanford Bernstein Strategic Decisions Conference

Evolution of Global Operating Model

North America

8,645/91%

7,248/80%

8,243/63%

Europe,

Middle East & Africa

789/8%

1,682/19%

2,297/18%

Asia Pacific

61/1%

110/1%

2,498/19%

Abu Dhabi

Dublin

Toronto

London

Limerick

Amsterdam

Luxembourg

Guernsey

Melbourne

Singapore

Hong Kong

Bangalore

Beijing

Tokyo

Jersey

Chicago

FTE Staff

2000

2005

1Q2011

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Sanford Bernstein Strategic Decisions Conference

Evaluation of Expense Base

+6.5%

Year-over-year expense

growth outpaced revenue

growth** by 2.0 percentage

points in the 1

st

quarter of

2011.

We are pursuing expense

initiatives that will slow the rate

of future expense growth.

$620

$627

$622

$662

$660

1Q2010

2Q2010*

3Q2010

4Q2010*

1Q2011*

*NOTE: The second and fourth quarters of 2010 and the first quarter of 2011 exclude Visa related benefits of $13 million,

$20 million and $10 million, respectively. The first quarter of 2011 also excludes acquisition related expenses of $3 million.

**NOTE: Revenue growth is adjusted to exclude securities lending mark-to-market impacts, which totaled $38 million in the first 

quarter of 2010 and $114 million for the full year 2010.

Concluding Thoughts

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Sanford Bernstein Strategic Decisions Conference

Market Leader in Focused Businesses

Best Private Bank in North America (Financial Times, November 2010 and 2009)

Custodian

of

the

Year

(Professional

Pensions

–

UK

Pensions

Awards,

May

2010

and

2011)

One of the largest Fund Administrators in Ireland and Guernsey

11

th

largest manager of worldwide institutional assets (Pensions & Investments, May 2010)

Strong History of Organic Growth

Assets

under

custody

CAGR

of

11%

2001

–

1Q2011

Net new business up 28% in 2010 versus prior year

Distinctive Financial Strength

85% of securities portfolio rated triple A

NPAs to loans relatively low at 1.36%

Tier 1 Common Equity ratio of 13.0%

96% of total Tier 1 Capital is Tier 1 Common Equity

Invested & Experienced Management Team

Combined service at Northern Trust of 216 years

As of March 31, 2011

Strategically Positioned for Growth

Sanford Bernstein Strategic Decisions Conference

northerntrust.com

©

2011 Northern Trust Corporation

Service

Expertise

Integrity

Service

Expertise

Integrity

P R I N C I P L E S   T H A T   E N D U R E

Northern Trust

Corporation

Frederick H. Waddell

Chairman & Chief Executive Officer

Sanford C. Bernstein & Co.

Strategic Decisions Conference 2011

The Waldorf=Astoria Hotel

New York, New York

June 1, 2011