3. Fair Value Measurements – Fair Value Hierarchy. The following describes the hierarchy of valuation inputs (Levels 1, 2, and 3) used to measure fair value and the primary valuation methodologies used by Northern Trust for financial instruments measured at fair value on a recurring basis. Observable inputs reflect market data obtained from sources independent of the reporting entity; unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available. GAAP requires an entity measuring fair value to maximize the use of observable inputs and minimize the use of unobservable inputs and establishes a fair value hierarchy of inputs. Financial instruments are categorized within the hierarchy based on the lowest level input that is significant to their valuation. Northern Trust’s policy is to recognize transfers into and transfers out of fair value levels as of the end of the reporting period in which the transfer occurred.

No transfers between fair value levels occurred during the three months ended March 31, 2013 or the year ended December 31, 2012.

Level 1 – Quoted, active market prices for identical assets or liabilities.

Northern Trust’s Level 1 assets are comprised of available for sale investments in U.S. treasury securities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted active market prices for similar assets or liabilities, quoted prices for identical or similar assets in inactive markets, and model-derived valuations in which all significant inputs are observable in active markets.

Northern Trust’s Level 2 assets include available for sale and trading account securities, the fair values of which are determined by external pricing vendors, or in limited cases internally based on similar securities. Northern Trust reviews the valuation methodology used by external pricing vendors for suitability and performs additional reviews of their valuation techniques and assumptions used for selected securities. Northern Trust also reviews the market values provided by external vendors through a comparison of assigned market values to other third party prices for reasonableness. A price obtained from a vendor may be adjusted if it is found to be sufficiently inconsistent with other market prices.

Level 2 assets and liabilities also include derivative contracts which are valued internally using widely accepted income-based models that incorporate inputs readily observable in actively quoted markets and reflect the contractual terms of the contracts. Observable inputs include foreign exchange rates and interest rates for foreign exchange contracts; credit spreads, default probabilities, and recovery rates for credit default swap contracts; interest rates for interest rate swap contracts and forward contracts; and interest rates and volatility inputs for interest rate option contracts. Northern Trust evaluates the impact of counterparty credit risk and its own credit risk on the valuation of its derivative instruments. Factors considered include the likelihood of default by Northern Trust and its counterparties, the remaining maturities of the instruments, net exposures after giving effect to master netting agreements, available collateral, and other credit enhancements in determining the appropriate fair value of derivative instruments. The resulting valuation adjustments have not been considered material.

Level 3 – Valuation techniques in which one or more significant inputs are unobservable in the marketplace.

Northern Trust’s Level 3 assets consist of auction rate securities purchased in 2008 from Northern Trust clients. To estimate the fair value of auction rate securities, for which trading is limited and market prices are generally unavailable, Northern Trust developed and maintains a pricing model that discounts estimated cash flows over their estimated remaining lives. Significant inputs to the model include the contractual terms of the securities, credit risk ratings, discount rates, forward interest rates, credit/liquidity spreads, and Northern Trust’s own assumptions about the estimated remaining lives of the securities. The significant unobservable inputs used in the fair value measurement are Northern Trust’s own assumptions about the estimated remaining lives of the securities and the applicable discount rates. Significant increases (decreases) in the estimated remaining lives or the discount rates in isolation would result in a significantly lower (higher) fair value measurement. Level 3 liabilities consist of acquisition related contingent consideration liabilities. The fair values of these contingent consideration liabilities have been determined using an income-based (discounted cash flow) model that incorporates Northern Trust’s own assumptions about business growth rates and applicable discount rates, which represent unobservable inputs to the model. Significant increases (decreases) in projected growth rates in isolation would result in significantly higher (lower) fair value measurements, while significant increases (decreases) in the discount rate in isolation would result in significantly lower (higher) fair value measurements.

Northern Trust believes its valuation methods for its assets and liabilities carried at fair value are appropriate; however, the use of different methodologies or assumptions, particularly as applied to Level 3 assets and liabilities, could have a material effect on the computation of their estimated fair values.

Management of various businesses and departments of Northern Trust (including Corporate Market Risk, Credit Policy, Corporate Financial Management, and relevant business unit personnel) determine the valuation policies and procedures for Level 3 assets and liabilities. Each business and department represents a component of Northern Trust’s business units, and reports to management of their respective business units. Generally, valuation policies are reviewed by management of each business or department. Fair value measurements are performed upon acquisitions of an asset or liability. As necessary, the valuation models are reviewed by management of the appropriate business or department, and adjusted for changes in inputs. Management of each business or department reviews the inputs in order to substantiate the unobservable inputs used in each fair value measurement. When appropriate, management reviews forecasts used in the valuation process in light of other relevant financial projections to understand any variances between current and previous fair value measurements. In certain circumstances, third party information is used to support the fair value measurements. If certain third party information seems inconsistent with consensus views, a review of the information is performed by management of the respective business or department to conclude as to the appropriate fair value of the asset or liability.

The following presents the fair values of, and the valuation techniques, significant unobservable inputs, and quantitative information used to develop significant unobservable inputs for, Northern Trust’s Level 3 assets and liabilities as of March 31, 2013.


Financial Instrument	Fair Value		Valuation Technique	Unobservable Input	Range of Lives and Rates
Auction Rate Securities	$	99.6 million	Discounted Cash Flow	Remaining lives Discount rates	1.3 – 8.6 years 0.3 % – 7.7 %
Contingent Consideration	$	51.4 million	Discounted Cash Flow	Discount rate Business growth rates	10.5% 19% – 35%

The following presents assets and liabilities measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012, segregated by fair value hierarchy level.

(In Millions)

Level 1

Level 2

Level 3

Netting

Assets/Liabilities
at Fair Value

March 31, 2013

Securities

Available for Sale

U.S. Government

1,782.4

—

1,782.4

Obligations of States and Political Subdivisions

—

14.7

—

14.7

Government Sponsored Agency

—

16,859.4

—

16,859.4

Corporate Debt

—

2,941.8

—

2,941.8

Covered Bonds

—

1,868.5

—

1,868.5

Supranational and Non-U.S. Agency Bonds

—

815.7

—

815.7

Residential Mortgage-Backed

—

70.9

—

70.9

Other Asset-Backed

—

2,438.7

—

2,438.7

Auction Rate

—

99.6

—

99.6

Other

—

280.2

—

280.2

Total Available for Sale

1,782.4

25,289.9

99.6

—

27,171.9

Trading Account

—

6.9

—

6.9

Total Available for Sale and Trading

1,782.4

25,296.8

99.6

—

27,178.8

Other Assets

Derivatives

Foreign Exchange Contracts

—

2,390.5

—

2,390.5

Interest Rate Swaps

—

283.5

—

283.5

Total Derivatives

—

2,674.0

—

(1,725.8

)

948.2

Other Liabilities

Derivatives

Foreign Exchange Contracts

—

2,298.4

—

2,298.4

Interest Rate Swaps

—

220.8

—

220.8

Credit Default Swaps

—

0.1

—

0.1

Total Derivatives

—

2,519.3

—

(1,979.9

)

539.4

Contingent Consideration

—

51.4

—

51.4

Note: Northern Trust has elected to net derivative assets and liabilities when legally enforceable master netting agreements exist between Northern Trust and the counterparty. As of March 31, 2013, derivative assets and liabilities shown above also include reductions of $218.1 million and $472.2 million, respectively, as a result of cash collateral received from and deposited with derivative counterparties.


(In Millions)	Level 1		Level 2		Level 3		Netting			Assets/Liabilities at Fair Value
December 31, 2012
Securities
Available for Sale
U.S. Government	$	1,784.6	$	—	$	—	$	—		$	1,784.6
Obligations of States and Political Subdivisions		—		14.1		—		—			14.1
Government Sponsored Agency		—		18,638.8		—		—			18,638.8
Corporate Debt		—		2,618.4		—		—			2,618.4
Covered Bonds		—		1,748.0		—		—			1,748.0
Supranational Bonds		—		1,060.7		—		—			1,060.7
Residential Mortgage-Backed		—		92.0		—		—			92.0
Other Asset-Backed		—		2,283.9		—		—			2,283.9
Auction Rate		—		—		97.8		—			97.8
Other		—		305.2		—		—			305.2

Total Available for Sale		1,784.6		26,761.1		97.8		—			28,643.5

Trading Account		—		8.0		—		—			8.0

Total Available for Sale and Trading		1,784.6		26,769.1		97.8		—			28,651.5

Other Assets
Derivatives
Foreign Exchange Contracts		—		1,756.6		—		—			1,756.6
Interest Rate Swaps		—		310.3		—		—			310.3

Total Derivatives		—		2,066.9		—		(1,101.1	)		965.8

Other Liabilities
Derivatives
Foreign Exchange Contracts		—		1,772.7		—		—			1,772.7
Interest Rate Swaps		—		249.3		—		—			249.3
Credit Default Swaps		—		1.0		—		—			1.0

Total Derivatives		—		2,023.0		—		(1,407.5	)		615.5

Contingent Consideration	$	—	$	—	$	50.1	$	—		$	50.1

Note: Northern Trust has elected to net derivative assets and liabilities when legally enforceable master netting agreements exist between Northern Trust and the counterparty. As of December 31, 2012, derivative assets and liabilities shown above also include reductions of $118.6 million and $425.0 million, respectively, as a result of cash collateral received from and deposited with derivative counterparties.

The following tables present the changes in Level 3 assets and liabilities for the three months ended March 31, 2013 and 2012.


Level 3 Assets (In Millions)	Auction Rate Securities
Three Months Ended March 31,	2013			2012
Fair Value at January 1	$	97.8		$	178.3
Total Gains and (Losses):
Included in Earnings (1)		0.1			(1.5	)
Included in Other Comprehensive Income (2)		2.7			(0.2	)
Purchases, Issues, Sales, and Settlements
Sales		—			—
Settlements		(1.0	)		(0.3	)

Fair Value at March 31	$	99.6		$	176.3

(1)

Realized gains for the three months ended March 31, 2013 of $0.1 million represent gains from redemptions by issuers. Realized losses for the three months ended March 31, 2012 of $1.5 million include $1.6 million of OTTI losses, partially offset by $0.1 million of gains from redemptions by issuers. Gains on redemptions are recorded in interest income and sales and impairment losses are recorded in investment security gains (losses), net, within the consolidated statement of income.

(2)

Unrealized losses related to auction rate securities are included in net unrealized gains (losses) on securities available for sale, within the consolidated statement of comprehensive income.


Level 3 Liabilities (In Millions)	Contingent Consideration
Three Months Ended March 31,	2013		2012
Fair Value at January 1	$	50.1	$	56.8
Total (Gains) and Losses:
Included in Earnings (1)		1.3		1.4
Included in Other Comprehensive Income (2)		—		0.4
Purchases, Issues, Sales, and Settlements
Issues		—		—
Settlements		—		—

Fair Value at March 31	$	51.4	$	58.6

Unrealized (Gain) Losses Included in Earnings Related to Financial Instruments Held at March 31 (1)	$	1.3	$	1.4

(1)

Gains (losses) are recorded in other operating income (expense) within the consolidated statement of income.

(2)

Unrealized foreign currency related losses are included in foreign currency translation adjustments within the consolidated statement of comprehensive income.

During the three months ended March 31, 2013 and 2012, there were no transfers into or out of Level 3 assets or liabilities.

Carrying values of assets and liabilities that are not measured at fair value on a recurring basis may be adjusted to fair value in periods subsequent to their initial recognition, for example, to record an impairment of an asset. GAAP requires entities to separately disclose these subsequent fair value measurements and to classify them under the fair value hierarchy.

The following provides information regarding those assets measured at fair value on a nonrecurring basis at March 31, 2013 and 2012, segregated by fair value hierarchy level.


(In Millions)	Level 1		Level 2		Level 3		Total Fair Value
March 31, 2013
Loans (1)	$	—	$	—	$	32.4	$	32.4
Other Real Estate Owned (2)		—		—		1.5		1.5

Total Assets at Fair Value	$	—	$	—	$	33.9	$	33.9


March 31, 2012
Loans (1)	$	—	$	—	$	25.5	$	25.5
Other Real Estate Owned (2)		—		—		1.4		1.4

Total Assets at Fair Value	$	—	$	—	$	26.9	$	26.9

(1)

In accordance with Accounting Standard Codification (ASC) Subtopic 310-10, Northern Trust recorded individually impaired loans at fair value and, for the three months ended March 31, 2013 increased by $1.9 million the level of specific allowances on these loans. During the three months ended March 31, 2012, Northern Trust reduced by $9.5 million the level of specific allowances on these loans.

(2)

In accordance with ASC Subtopics 310-40 and 360-10, Northern Trust recorded Other Real Estate Owned (OREO) at fair value and subsequently charged $0.3 million and $0.1 million through other operating expenses during the three months ended March 31, 2013 and March 31, 2012, respectively, to reduce the fair values of these OREO properties.

The fair values of real-estate loan collateral and OREO properties were estimated using a market approach typically supported by third party valuations and property specific fees and taxes, and were subject to adjustments to reflect management’s judgment as to their realizable value. Other loan collateral is valued using a market approach, adjusted for asset specific characteristics, and in limited instances, third party valuations are used. Other loan collateral typically consists of accounts receivable, inventory and equipment.

The following table provides the fair value of, and the valuation technique, significant unobservable inputs, and quantitative information used to develop the significant unobservable inputs for, Northern Trust’s Level 3 assets that were measured at fair value on a nonrecurring basis as of March 31, 2013.


Financial Instrument	Fair Value		Valuation Technique	Unobservable Input	Range of Discounts Applied
Loans	$	32.4 million	Market Approach	Discount to reflect realizable value	15% – 40%
OREO	$	1.5 million	Market Approach	Discount to reflect realizable value	15% – 40%

Fair Value of Financial Instruments. GAAP requires disclosure of the estimated fair value of certain financial instruments and the methods and significant assumptions used to estimate fair value. It excludes from this requirement nonfinancial assets and liabilities, as well as a wide range of franchise, relationship, and intangible values that add value to Northern Trust. Accordingly, the required fair value disclosures provide only a partial estimate of the fair value of Northern Trust. Financial instruments recorded at fair value on Northern Trust’s consolidated balance sheet are discussed above. The following methods and assumptions were used in estimating the fair values of financial instruments that are not carried at fair value.

Held to Maturity Securities. The fair values of held to maturity securities were modeled by external pricing vendors, or in limited cases internally, using widely accepted models which are based on an income approach that incorporates current market yield curves.

Loans (excluding lease receivables). The fair value of the loan portfolio was estimated using an income approach (discounted cash flow) that incorporates current market rates offered by Northern Trust as of the date of the consolidated financial statements. The fair values of all loans were adjusted to reflect current assessments of loan collectability.

Federal Reserve and Federal Home Loan Bank Stock. The fair values of Federal Reserve and Federal Home Loan Bank stock are equal to their carrying values which represent redemption value.

Community Development Investments. The fair values of these instruments were estimated using an income approach (discounted cash flow) that incorporates current market rates.

Employee Benefit and Deferred Compensation. These assets include U.S. treasury securities and investments in mutual and collective trust funds held to fund certain supplemental employee benefit obligations and deferred compensation plans. Fair values of U.S. treasury securities were determined using quoted, active market prices for identical securities. The fair values of investments in mutual and collective trust funds were valued at the funds’ net asset values based on a market approach.

Savings Certificates and Other Time Deposits. The fair values of these instruments were estimated using an income approach (discounted cash flow) that incorporates market interest rates currently offered by Northern Trust for deposits with similar maturities.

Senior Notes, Subordinated Debt, and Floating Rate Capital Debt. Fair values were determined using a market approach based on quoted market prices, when available. If quoted market prices were not available, fair values were based on quoted market prices for comparable instruments.

Federal Home Loan Bank Borrowings. The fair values of these instruments were estimated using an income approach (discounted cash flow) that incorporates market interest rates available to Northern Trust.

Loan Commitments. The fair values of loan commitments represent the estimated costs to terminate or otherwise settle the obligations with a third party adjusted for any related allowance for credit losses.

Standby Letters of Credit. The fair values of standby letters of credit are measured as the amount of unamortized fees on these instruments, inclusive of the related allowance for credit losses. Fees are determined by applying basis points to the principal amounts of the letters of credit.

Financial Instruments Valued at Carrying Value. Due to their short maturity, the carrying values of certain financial instruments approximated their fair values. These financial instruments include cash and due from banks; federal funds sold and securities purchased under agreements to resell, interest-bearing deposits with banks, Federal Reserve deposits and other interest-bearing assets; client security settlement receivables; non-U.S. offices interest-bearing deposits; federal funds purchased; securities sold under agreements to repurchase; and other borrowings (includes term federal funds purchased, and other short-term borrowings). As required by GAAP, the fair values required to be disclosed for demand, noninterest-bearing, savings, and money market deposits must equal the amounts disclosed in the consolidated balance sheet, even though such deposits are typically priced at a premium in banking industry consolidations.

The following tables summarize the fair values of financial instruments.

(In Millions)

March 31, 2013

Book Value

Total Fair
Value

Fair Value

Level 1

Level 2

Level 3

Assets

Cash and Due from Banks

3,773.5

—

Federal Funds Sold and Resell Agreements

251.5

—

251.5

—

Interest-Bearing Deposits with Banks

18,694.8

—

18,694.8

—

Federal Reserve Deposits and Other Interest-Bearing

5,828.6

—

5,828.6

—

Securities

Available for Sale ⁽¹⁾

27,171.9

1,782.4

25,289.9

99.6

Held to Maturity

2,931.7

2,943.3

—

2,943.3

—

Trading Account

6.9

—

6.9

—

Loans (excluding Leases)

Held for Investment

27,567.1

27,588.2

—

27,588.2

Held for Sale

1.1

—

1.1

Client Security Settlement Receivables

816.5

—

816.5

—

Other Assets

Federal Reserve and Federal Home Loan Bank Stock

203.7

—

203.7

—

Community Development Investments

241.5

260.3

—

260.3

—

Employee Benefit and Deferred Compensation

133.4

135.4

92.3

43.1

—

Liabilities

Deposits

Demand, Noninterest-Bearing, Savings and Money Market

33,703.6

—

Savings Certificates and Other Time

2,296.1

2,304.8

—

2,304.8

—

Non U.S. Offices Interest-Bearing

39,822.4

—

39,822.4

—

Federal Funds Purchased

1,320.5

—

1,320.5

—

Securities Sold under Agreements to Repurchase

490.2

—

490.2

—

Other Borrowings

1,435.3

—

1,435.3

—

Senior Notes

2,402.0

2,495.9

—

2,495.9

—

Long Term Debt (excluding Leases)

Subordinated Debt

823.2

850.0

—

850.0

—

Federal Home Loan Bank Borrowings

335.0

342.4

—

342.4

—

Floating Rate Capital Debt

277.1

232.3

—

232.3

—

Other Liabilities

Standby Letters of Credit

60.1

—

60.1

Contingent Consideration

51.4

—

51.4

Loan Commitments

37.7

—

37.7

Derivative Instruments

Asset/Liability Management

Foreign Exchange Contracts

Assets

53.4

—

53.4

—

Liabilities

18.2

—

Interest Rate Swaps

Assets

116.6

—

116.6

—

Liabilities

61.0

—

61.0

—

Credit Default Swaps

Liabilities

0.1

—

0.1

—

Client-Related and Trading

Foreign Exchange Contracts

Assets

2,337.1

—

2,337.1

—

Liabilities

2,280.2

—

2,280.2

—

Interest Rate Swaps

Assets

166.9

—

166.9

—

Liabilities

159.8

—

159.8

—

(1)	Refer to the table located on page 30 for the disaggregation of available for sale securities.


(In Millions)	December 31, 2012
	Book Value		Total Fair Value		Fair Value
	Book Value		Total Fair Value		Level 1		Level 2		Level 3
Assets
Cash and Due from Banks	$	3,752.7	$	3,752.7	$	3,752.7	$	—	$	—
Federal Funds Sold and Resell Agreements		60.8		60.8		—		60.8		—
Interest-Bearing Deposits with Banks		18,803.5		18,803.5		—		18,803.5		—
Federal Reserve Deposits and Other Interest-Bearing		7,619.7		7,619.7		—		7,619.7		—
Securities
Available for Sale ⁽¹⁾		28,643.5		28,643.5		1,784.6		26,761.1		97.8
Held to Maturity		2,382.0		2,394.8		—		2,394.8		—
Trading Account		8.0		8.0		—		8.0		—
Loans (excluding Leases)
Held for Investment		28,165.4		28,220.2		—		—		28,220.2
Held for Sale		11.7		11.7		—		—		11.7
Client Security Settlement Receivables		2,049.1		2,049.1		—		2,049.1		—
Other Assets
Federal Reserve and Federal Home Loan Bank Stock		197.6		197.6		—		197.6		—
Community Development Investments		253.2		275.1		—		275.1		—
Employee Benefit and Deferred Compensation		121.3		126.1		86.7		39.4		—
Liabilities
Deposits
Demand, Noninterest-Bearing, Savings and Money Market	$	39,221.5	$	39,221.5	$	39,221.5	$	—	$	—
Savings Certificates and Other Time		2,466.1		2,746.7		—		2,746.7		—
Non U.S. Offices Interest-Bearing		39,720.2		39,720.2		—		39,720.2		—
Federal Funds Purchased		780.2		780.2		—		780.2		—
Securities Sold under Agreements to Repurchase		699.8		699.8		—		699.8		—
Other Borrowings		367.4		367.4		—		367.4		—
Senior Notes		2,405.8		2,513.4		—		2,513.4		—
Long Term Debt (excluding Leases)
Subordinated Debt		1,045.4		1,065.3		—		1,065.3		—
Federal Home Loan Bank Borrowings		335.0		345.4		—		345.4		—
Floating Rate Capital Debt		277.0		228.0		—		228.0		—
Other Liabilities
Standby Letters of Credit		60.5		60.5		—		—		60.5
Contingent Consideration		50.1		50.1		—		—		50.1
Loan Commitments		38.9		38.9		—		—		38.9
Derivative Instruments
Asset/Liability Management
Foreign Exchange Contracts
Assets	$	21.3	$	21.3	$	—	$	21.3	$	—
Liabilities		42.3		42.3		—		42.3		—
Interest Rate Swaps
Assets		129.7		129.7		—		129.7		—
Liabilities		75.3		75.3		—		75.3		—
Credit Default Swaps
Liabilities		1.0		1.0		—		1.0		—
Client-Related and Trading
Foreign Exchange Contracts
Assets		1,735.3		1,735.3		—		1,735.3		—
Liabilities		1,730.4		1,730.4		—		1,730.4		—
Interest Rate Swaps
Assets		180.6		180.6		—		180.6		—
Liabilities		174.0		174.0		—		174.0		—

(1)	Refer to the table located on page 31 for the disaggregation of available for sale securities.