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) September 12, 2011

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 September 13, 2011 at approximately 8:15 a.m. (ET), Frederick H. Waddell, Chairman, President and Chief Executive Officer of Northern Trust Corporation (the “Corporation”), will speak at the Barclays Capital 2011 Global Financial Services Conference (the “Conference”) in New York. 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.

-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: September 12, 2011	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

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

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

Barclays Capital

2011 Global Financial Services Conference

Hilton New York

New York City

September 13, 2011

EXHIBIT 99.1

northerntrust.com

©

2011 Northern Trust Corporation

2

Barclays Capital 2011 Global Financial Services 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

Barclays Capital 2011 Global Financial Services Conference

Agenda

Northern Trust Corporation

Strategic & Financial Positioning

Adapting to the Environment

4

Barclays Capital 2011 Global Financial Services 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

Personal Financial Services:

Leading advisor to affluent market

Corporate & Institutional Services: 

Leading global custodian

Northern Trust Global Investments: 

Leading asset manager for    

personal & institutional clients

As of June 30, 2011

Client Centric, Highly Focused Business Model

Personal

Clients

Institutional

Clients

Integrated Operations & Technology Platform

Asset

Servicing

Asset

Management

$4.4T Assets

Under Custody

$684B Assets

Under Mgmt.

$172 billion AUM

$388 billion AUC

$4.0 trillion AUC

$512 billion AUM

$684 billion AUM

Serving personal and 

institutional clients

$1.4 billion in technology 

spending, 2008-2010

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Barclays Capital 2011 Global Financial Services Conference

Excellent strategic positioning

Outstanding client base

Strong and supportive

demographic trends

Continued globalization

fueling international growth

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

Personal

Clients

Institutional

Clients

Integrated Operations & Technology Platform

Asset

Servicing

Asset

Management

$4.4T Assets

Under Custody

$684B Assets

Under Mgmt.

As of June 30, 2011

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Barclays Capital 2011 Global Financial Services 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

PFS

Assets

Under

Management

($

Billions)

Best Private Bank in North America…

For Family Office Services

For Trust Services

For Inheritance and

Succession Planning

–

Euromoney Magazine (February 2010)

Best Private Bank in North America

–

Financial Times Group

(November 2010 and November 2009)

Ranked among the Top 10 Wealth Managers 

–

Barron’s (September 2010)

Serving More than 20% of Forbes 400

Most Affluent Americans

–

Forbes (September 2010)

CAGR

+7%

S&P500 CAGR   +1%

Washington, D.C. (1)

New York (1)

Connecticut (1)

Delaware (1)

Massachusetts (1)

Florida

(25)

Texas

(7)

Arizona

(6)

Illinois

(15)

Colorado

(1)

Nevada

(1)

Missouri

(1)

Washington

(1)

Michigan

(3)

California

(10)

Georgia

(1)

Wisconsin

(1)

Ohio

(1)

Minnesota

(1)

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Barclays Capital 2011 Global Financial Services Conference

The

Americas

CAGR

+11%

S&P500 CAGR    +1%

US$EAFE CAGR +4%

Europe,

Middle East,

and Africa

Asia

Pacific

Corporate & Institutional Services

Positioned Globally for Growth

Strategically Positioned in Three Dynamic Regions

Custodian of the Year

–

Professional Pensions UK Pensions

Awards (May 2011 and April 2010)

Best Global Custodian

–

AsianInvestor (November 2010)

Best Global Investor Services House

–

Euromoney (Sept. 2011 and July 2010)

Client Relationship

Manager of the Year –

Americas

–

International Custody & Fund Administration

(June 2011 and May 2010)

Global Custodian of the Year

–

Global Pensions (March 2011)

C&IS Assets Under Custody

($ Trillions)

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Barclays Capital 2011 Global Financial Services Conference

Assets Under Management: $684.1 Billion

A Diversified Asset Manager

Across Asset Classes

Across Client Segments

Across Styles

Northern Trust Global Investments

Client Focused, Diversified Investment Manager

Manager

of

the

Year

–

Equity

Indexers (U.S.)

Institutional Investor (April 2011)

13   Largest Manager of Worldwide Institutional Assets

17   Largest Asset Manager Worldwide

3     Largest Passive International Indexed Securities Manager 

As of June 30, 2011

$44 Billion

(6%)

$328 Billion

(48%)

Active

$296 Billion

(43%)

Index

Manager

of Managers

$512 Billion

Institutional

$172 Billion

Personal

Equities

$306 Billion

(45%)

Fixed Income

$123 Billion

(18%)

Short

Duration

$237 Billion

(34%)

Other

$18 Billion

(3%)

Other

$16 BN

(3%)

th

th

rd

Pensions & Investments (May 2011 based on December 31, 2010 assets)

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Barclays Capital 2011 Global Financial Services Conference

Assets Under Custody

($ Trillions)

Assets

Under

Management

($

Billions)

We have had record new business results in recent quarters across our business units.

Winning in the Marketplace

CAGR   22%

CAGR   13%

$2.8

$3.2

$3.6

$3.7

$3.7

$3.6

$3.9

$4.1

$4.4

$4.4

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

$522

$559

$611

$627

$647

$603

$657

$644

$662

$684

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

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Barclays Capital 2011 Global Financial Services Conference

As of 6/30/11

Peer group is the 20 largest US-based banks based on total assets at 12/31/10. Peer data is presented as reported by SNL Financial.

NCOs = Net Charge-offs.   NPAs = Nonperforming Assets.  REO = Real Estate Owned.

$29 Billion Loan Portfolio

Loan Quality Better than Industry Averages

Northern Trust

Top 20 Peer Avg.

Relationship Based, Conservative Lending Strategy

Diversified and High Quality Loan Portfolio

($ Billions)

Commercial

Real Estate

$3.1

Leases

$1.0

Non-U.S.

$1.7

Other

$0.6

Residential

Real Estate

$10.7

Commercial

& Institutional

$6.3

Private Client

$5.2

0.21%

1.26%

1.57%

3.83%

NCOs to

Avg. Loans

NPAs to

Loans & REO

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Barclays Capital 2011 Global Financial Services Conference

High Quality Securities Portfolio

Average

Securities

Portfolio

($

Billions)

High quality, short duration

securities portfolio

81% invested in U.S. Treasury,

government sponsored agency and

triple-A rated securities at June 30, 2011

Minimal level of losses due to

long-term focus on conservative,

high quality investments

Began modest duration extensions in

early 2010

2001

2002

2003

2004

2005

2006

2007

2008

2009

20101H2011

$8.5

$7.2

$8.4

$8.2

$9.9

$11.8

$12.5

$12.3

$17.4

$19.9

$23.1

Adapting to

the Environment

Barclays Capital

2011 Global Financial Services Conference

northerntrust.com

©

2011 Northern Trust Corporation

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

Service

Expertise

Integrity

13

Barclays Capital 2011 Global Financial Services Conference

Currency volatility has declined

from the heightened levels seen

in late 2007 –

2009

Lower Securities

Lending Volumes

Securities lending collateral of

$106 billion at June 30, 2011 is

much lower than its peak of nearly

$300 billion in 2007

The lower volumes primarily

reflect lower demand

*Excludes impact of mark-to-market fund

Securities

Lending

Fees*

$MM 

SL Avg Collateral

Lower Foreign Exchange

Volatility

Net

Interest

Income

$MM

Avg Fed Funds Rate

Net interest margin in 1H2011 of

1.27%

is

well

below

2003

–

2008

average of 1.74%

Balance sheet growth offsets the

impact on NII of low interest rates

Waived fees in money market

mutual funds equaled $39.4 million

in 1H2011

Revenue Headwinds Due to Macroeconomic Environment

FX

Income

$MM

Global Custody Assets

Historically Low

Interest Rates

2007

2010

2011

2007

2010

2011

2007

2010

2011

$423

$485

$483

$475

$502

$203

$148

$195

$187

$166

$119

$174

$47

$34

$48

14

Basel I

Tier 1 Capital                

13.7%

12.8%

6.0%

Total Risk-Based       

15.9%

14.5%

10.0%

Leverage                    

9.2%

7.7%

5.0%

Tier 1 Common Equity

13.2%

12.3%

-

Pro-forma Basel III*

Tier 1 Common Equity

11.3%

“Well

Capitalized”

Capital Ratios      

6/30/10

6/30/11

Guideline

Consistently Strong Capital Base

*Pro-forma Basel III ratios represent Northern Trust’s estimates calculated using the current

methodologies provided by the oversight body of the Basel Committee as Northern Trust currently

understands them. The proposed guidelines represent the minimum capital requirements, inclusive

of the capital conservation buffer, currently proposed to be effective in 2019.  The ultimate impact of

the

new

capital

standards

on

Northern

Trust

will

depend

on

a

number

of

factors,

including

further

changes to the Basel III methodologies and the rulemaking and implementation by the U.S. banking

regulators.

Therefore,

these

estimates

are

subject

to

change.

Common

Equity

($

Billions)

CAGR   +11%

$2.7

$2.9

$3.1

$3.3

$3.6

$3.9

$4.5

$4.9

$6.3

$6.8

$7.0

Barclays Capital 2011 Global Financial Services Conference

Investing in Our Business

We have continued to invest in our core businesses to capitalize

on the

opportunities before us.

Strategic Hiring

Opportunistic Acquisitions

Investment Capabilities

New Markets

Personal Financial

Services

Global Fund Services

Strategic Acquisitions

Sovereign Wealth Funds

Insurance Business

Technological Innovation

Corporate &

Institutional Services

International Growth

Exchange Traded Funds

Alternative Investments

Direct Sales

Northern Trust

Global Investments

Opened a Washington, D.C. office

Made strategic hires of wealth advisors around the country

Completed

Waterline,

Bank

of

Ireland

Securities

Services,

and

Omnium

acquisitions

Expanded NTGI teams in Europe and Asia

Invested $518 million in technology in 2010

15

Barclays Capital 2011 Global Financial Services Conference

16

Barclays Capital 2011 Global Financial Services Conference

Return on equity has been pressured

by the current operating environment

and higher capital levels.

We are actively evaluating our

profitability dynamics in light of the

current environment.

Revenue enhancement opportunities

Expense and efficiency initiatives

Improving Profitability & Returns

14.4%

10.1%

8.8%

Average            Average                 2010

2002 -

2007

2008 -

2009

YTD 2011

Return on Common Equity

16.4%

Concluding Thoughts

Barclays Capital

2011 Global Financial Services Conference

northerntrust.com

©

2011 Northern Trust Corporation

Service

Expertise

Integrity

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

18

Barclays Capital 2011 Global Financial Services Conference

Market Leader in Focused Businesses

Best

Private

Bank

in

North

America

(Financial

Times,

November

2010

and

2009)

Best Global Investor Services House (Euromoney, September 2011 and July 2010)

One of the largest Fund Administrators in Ireland and Guernsey

U.S.

Equity

Index

Manager

of

the

Year

(Institutional

Investor,

April

2011)

13

th

largest manager of worldwide institutional assets (Pensions & Investments, May 2011)

Strong History of Organic Growth

Assets under custody 10-year CAGR of +10%

Net new business up 28% in 2010 versus prior year

Continuing to invest in the business

Distinctive Financial Strength

81% of securities portfolio rated triple A

NPAs to loans relatively low at 1.26%

Tier 1 Common Equity ratio of 12.3%

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

Invested & Experienced Management Team

Combined service at Northern Trust of 216 years

Strategically Positioned for Growth

As of June 30, 2011

northerntrust.com

©

2011 Northern Trust Corporation

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

Barclays Capital

2011 Global Financial Services Conference

Hilton New York

New York City

September 13, 2011