10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2017

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-36609

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	36-2723087
(State or other jurisdiction of incorporation or organization)	(I.R.S. 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

_____________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  xNo  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  xNo  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

229,585,949 Shares – $1.66 2/3 Par Value

(Shares of Common Stock Outstanding on March 31, 2017)

NORTHERN TRUST CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017

TABLE OF CONTENTS

	Page
Consolidated Financial Highlights (unaudited)	1
Part I – Financial Information
Items 2 and 3: Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk	3
Item 1: Consolidated Financial Statements (unaudited)	24
Consolidated Balance Sheets	24
Consolidated Statements of Income	25
Consolidated Statements of Comprehensive Income	25
Consolidated Statements of Changes in Stockholders’ Equity	26
Consolidated Statements of Cash Flows	27
Notes to Consolidated Financial Statements	28
Item 4: Controls and Procedures	71
Part II – Other Information
Item 1: Legal Proceedings	71
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 6: Exhibits	71
Signatures	72

i

CONSOLIDATED FINANCIAL HIGHLIGHTS

(UNAUDITED)

	Three Months Ended March 31,
CONDENSED INCOME STATEMENTS (In Millions)	2017			2016		% Change (1)
Noninterest Income	$	930.9		$	882.2	6	%
Net Interest Income	353.5			307.8		15
Provision for Credit Losses	(1.0		)	2.0		N/M
Noninterest Expense	894.5			828.8		8
Income before Income Taxes	390.9			359.2		9
Provision for Income Taxes	114.8			113.8		1
Net Income	$	276.1		$	245.4	13	%

PER COMMON SHARE
Net Income — Basic	$	1.10	$	1.03	7	%
— Diluted	1.09		1.03		6
Cash Dividends Declared Per Common Share	0.38		0.36		6
Book Value — End of Period (EOP)	39.62		37.01		7
Market Price — EOP	86.58		65.17		33

SELECTED BALANCE SHEET DATA (In Millions)
	March 31, 2017		December 31, 2016		% Change (1)
End of Period:
Assets	$	121,488.7	$	123,926.9	(2	)%
Earning Assets	112,974.1		115,446.4		(2	)
Deposits	100,529.5		101,651.7		(1	)
Stockholders’ Equity	9,977.7		9,770.4		2

	Three Months Ended March 31,
	2017		2016		% Change (1)
Average Balances:
Assets	$	116,476.4	$	113,417.1	3	%
Earning Assets	108,951.8		104,617.4		4
Deposits	94,933.6		92,476.3		3
Stockholders’ Equity	9,791.4		8,691.2		13

CLIENT ASSETS (In Billions)	March 31, 2017		December 31, 2016		% Change (1)
Assets Under Custody/Administration (2)	$	8,924.7	$	8,541.3	4	%
Assets Under Custody	7,107.7		6,720.5		6
Assets Under Management	1,001.3		942.4		6

⁽¹⁾ Percentage calculations are based on actual balances rather than the rounded amounts presented in the Consolidated Financial Highlights.

⁽²⁾   For the purposes of disclosing Assets Under Custody/Administration, to the extent that both custody and administration services are provided, the value of the assets is included only once.

1

SELECTED RATIOS AND METRICS

	Three Months Ended March 31,
	2017		2016
Financial Ratios:
Return on Average Common Equity	11.6	%	11.6	%
Return on Average Assets	0.96		0.87
Dividend Payout Ratio	34.9		35.0
Net Interest Margin (1)	1.35		1.21

	March 31, 2017				December 31, 2016
	Advanced Approach		Standardized Approach		Advanced Approach		Standardized Approach
Capital Ratios:
Northern Trust Corporation
Common Equity Tier 1	12.9	%	12.2	%	12.4	%	11.8	%
Tier 1	14.2		13.4		13.7		12.9
Total	15.6		15.0		15.1		14.5
Tier 1 Leverage	8.2		8.2		8.0		8.0
Supplementary Leverage (2)	6.9		N/A		6.8		N/A
The Northern Trust Company
Common Equity Tier 1	12.9	%	12.0	%	12.4	%	11.5	%
Tier 1	12.9		12.0		12.4		11.5
Total	14.6		13.8		14.0		13.3
Tier 1 Leverage	7.2		7.2		7.0		7.0
Supplementary Leverage (2)	6.1		N/A		6.0		N/A

⁽¹⁾  Net interest margin is presented on a fully taxable equivalent (FTE) basis, a non-generally accepted accounting principle (GAAP) financial measure that facilitates the analysis of asset yields. The net interest margin on a GAAP basis and a reconciliation of net interest income on a GAAP basis to net interest income on an FTE basis are presented on page 20.

⁽²⁾  Effective January 1, 2018, Northern Trust will be subject to a minimum supplementary leverage ratio of 3 percent.

2

PART I – FINANCIAL INFORMATION

Items 2. and 3. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures about Market Risk

FIRST QUARTER CONSOLIDATED RESULTS OF OPERATIONS

General

Northern Trust Corporation (the Corporation) is a financial holding company that is a leading provider of asset servicing, fund administration, asset management, fiduciary and banking solutions for corporations, institutions, families and individuals worldwide. The Corporation focuses on managing and servicing client assets through its two client-focused reporting segments: Corporate & Institutional Services (C&IS) and Wealth Management. Asset management and related services are provided to C&IS and Wealth Management clients primarily by the Asset Management business. Except where the context requires otherwise, the term “Northern Trust,” “we,” “us,” “our” or similar terms mean the Corporation and its subsidiaries on a consolidated basis.

The following should be read in conjunction with the consolidated financial statements and related footnotes included in this report. Investors also should read the section entitled “Forward-Looking Statements.”

Overview

Net income per diluted common share was $1.09 in the current quarter, up from $1.03 in the first quarter of 2016. Net income was $276.1 million in the current quarter as compared to $245.4 million in the prior-year quarter. Annualized return on average common equity was 11.6% in both the current and prior-year quarters. The annualized return on average assets was 0.96% in the current quarter as compared to 0.87% in the prior-year quarter.

Revenue of $1.28 billion in the current quarter was up $94.4 million, or 8%, from $1.19 billion in the prior-year quarter, primarily reflecting higher trust, investment and other servicing fees and net interest income, partially offset by lower foreign exchange trading income. Noninterest income increased $48.7 million, or 6%, to $930.9 million in the current quarter from $882.2 million in the prior-year quarter.

Net interest income increased 15% to $353.5 million in the current quarter as compared to $307.8 million in the prior-year quarter, due to a higher net interest margin and growth in earning assets.

The provision for credit losses was a credit of $1.0 million in the current quarter, as compared to a provision of $2.0 million in the prior-year quarter.

Noninterest expense totaled $894.5 million in the current quarter, up $65.7 million, or 8%, from $828.8 million in the prior-year quarter, primarily attributable to higher compensation, equipment and software, and employee benefits expenses, partially offset by lower other operating expense.

On February 19, 2017, the Corporation entered into a definitive agreement with UBS AG to acquire UBS Asset Management’s fund administration servicing businesses in Luxembourg and Switzerland, for an initial purchase price of approximately $175 million in cash, subject to adjustment. The transaction is expected to close in the second half of 2017, subject to applicable regulatory and fund board approvals and other customary closing conditions.

3

FIRST QUARTER CONSOLIDATED RESULTS OF OPERATIONS (continued)

Noninterest Income

The components of noninterest income are provided below.

Table 1: Noninterest Income

Noninterest Income	Three Months Ended March 31,
($ In Millions)	2017			2016		Change
Trust, Investment and Other Servicing Fees	$	808.2		$	748.2	$	60.0		8	%
Foreign Exchange Trading Income	48.1			60.5		(12.4		)	(21	)
Treasury Management Fees	14.7			16.2		(1.5		)	(9	)
Security Commissions and Trading Income	20.5			18.9		1.6			9
Other Operating Income	39.7			38.1		1.6			4
Investment Security Gains (Losses), net	(0.3		)	0.3		(0.6		)	N/M
Total Noninterest Income	$	930.9		$	882.2	$	48.7		6	%

Trust, investment and other servicing fees are based primarily on: the market value of assets held in custody, managed or serviced; the volume of transactions; securities lending volume and spreads; and fees for other services rendered. Certain market-value-based fees are calculated on asset values that are a month or quarter in arrears. For a further discussion of trust, investment and other servicing fees and how they are derived, refer to the “Reporting Segments” section.

Assets under custody/administration (AUC/A) and assets under management form the primary drivers of our trust, investment and other servicing fees. For the purposes of disclosing AUC/A, to the extent that both custody and administration services are provided, the value of the assets is included only once. The following table presents AUC/A by reporting segment.

Table 2: Assets Under Custody / Administration

Assets Under Custody / Administration	March 31, 2017		December 31, 2016		March 31, 2016		Change Q1-17/Q4-16		Change Q1-17/Q1-16
($ In Billions)
Corporate & Institutional	$	8,338.2	$	7,987.0	$	7,404.4	4	%	13	%
Wealth Management	586.5		554.3		522.0		6		12
Total Assets Under Custody / Administration	$	8,924.7	$	8,541.3	$	7,926.4	4	%	13	%

The following table presents Northern Trust’s assets under custody, a component of AUC/A, by reporting segment.

Table 3: Assets Under Custody

Assets Under Custody	March 31, 2017		December 31, 2016		March 31, 2016		Change Q1-17/Q4-16		Change Q1-17/Q1-16
($ In Billions)
Corporate & Institutional	$	6,533.3	$	6,176.9	$	5,700.3	6	%	15	%
Wealth Management	574.4		543.6		511.1		6		12
Total Assets Under Custody	$	7,107.7	$	6,720.5	$	6,211.4	6	%	14	%

The following table presents the allocation of Northern Trust’s custodied assets by reporting segment.

Table 4: Allocations of Assets Under Custody

	March 31, 2017						December 31, 2016						March 31, 2016
Assets Under Custody	C&IS		WM		Total		C&IS		WM		Total		C&IS		WM		Total
Equities	45	%	56	%	46	%	45	%	55	%	46	%	43	%	54	%	43	%
Fixed Income	37		21		36		37		22		36		39		23		38
Cash and Other Assets	18		23		18		18		23		18		18		23		19

4

FIRST QUARTER CONSOLIDATED RESULTS OF OPERATIONS (continued)

Noninterest Income (continued)

The 14% increase in consolidated assets under custody from $6.21 trillion as of March 31, 2016 to $7.11 trillion as of March 31, 2017 primarily reflected the impact of favorable markets and new business, partially offset by the unfavorable impact of foreign currency movements.

The following table presents Northern Trust’s assets under management by reporting segment.

Table 5: Assets Under Management

Assets Under Management	March 31, 2017		December 31, 2016		March 31, 2016		Change Q1-17/Q4-16		Change Q1-17/Q1-16
($ In Billions)
Corporate & Institutional	$	741.1	$	694.0	$	669.9	7	%	11	%
Wealth Management	260.2		248.4		230.1		5		13
Total Assets Under Management	$	1,001.3	$	942.4	$	900.0	6	%	11	%

The following table presents Northern Trust’s assets under management by investment type.

Table 6: Assets Under Management by Investment Type

($ In Billions)	March 31, 2017		December 31, 2016		March 31, 2016
Equities	$	516.8	$	480.6	$	453.5
Fixed Income	165.8		160.5		148.5
Cash and Other Assets	195.1		189.3		192.0
Securities Lending Collateral	123.6		112.0		106.0
Total Assets Under Management	$	1,001.3	$	942.4	$	900.0

The following table presents the allocation of Northern Trust’s assets under management by reporting segment.

Table 7: Allocations of Assets Under Management

	March 31, 2017						December 31, 2016						March 31, 2016
Assets Under Management	C&IS		WM		Total		C&IS		WM		Total		C&IS		WM		Total
Equities	52	%	49	%	52	%	52	%	47	%	51	%	52	%	46	%	50	%
Fixed Income	13		27		17		13		28		17		12		29		17
Cash and Other Assets	18		24		19		19		25		20		20		25		21
Securities Lending Collateral	17		—		12		16		—		12		16		—		12

The 11% increase in consolidated assets under management from $900.0 billion at March 31, 2016 to $1.00 trillion as of March 31, 2017 was primarily due to favorable global equity markets and inflows in securities lending collateral, fixed income products, and cash.

Changes in assets under custody and under management are in comparison to the twelve-month increase in the S&P 500 index of 14.7%, in the MSCI EAFE index (USD) of 8.5%, and the MSCI EAFE index (local currency) of 14.7%.

5

FIRST QUARTER CONSOLIDATED RESULTS OF OPERATIONS (continued)

Noninterest Income (continued)

The following table presents activity in consolidated assets under management by investment type.

Table 8: Activity in Consolidated Assets Under Management by Investment Type

		Three Months Ended
($ In Billions)		March 31, 2017			December 31, 2016			September 30, 2016			June 30, 2016			March 31, 2016
Beginning Balance of AUM		$	942.4		$	945.8		$	906.2		$	900.0		$	875.3
Inflows by Investment Type
	Equity	41.6			44.5			27.2			34.9			29.4
	Fixed Income	13.7			16.2			13.1			18.6			11.4
	Cash & Other Assets	91.8			95.7			109.5			83.6			94.6
	Securities Lending Collateral	29.6			24.8			27.1			21.5			20.4
Total Inflows		176.7			181.2			176.9			158.6			155.8
Outflows by Investment Type
	Equity	(38.4		)	(50.0		)	(26.6		)	(31.4		)	(28.1		)
	Fixed Income	(13.0		)	(14.1		)	(8.8		)	(14.9		)	(10.2		)
	Cash & Other Assets	(89.7		)	(98.4		)	(100.2		)	(84.7		)	(80.3		)
	Securities Lending Collateral	(18.0		)	(26.8		)	(21.4		)	(19.3		)	(18.2		)
Total Outflows		(159.1		)	(189.3		)	(157.0		)	(150.3		)	(136.8		)
Net Inflows / (Outflows)		17.6			(8.1		)	19.9			8.3			19.0
Market Performance, Currency & Other
	Market Performance & Other	38.9			—			—			—			—
	Currency	2.4			—			—			—			—
Total Market Performance, Currency & Other		41.3			4.7			19.7			(2.1		)	5.7
Ending Balance of AUM		$	1,001.3		$	942.4		$	945.8		$	906.2		$	900.0

Foreign exchange trading income totaled $48.1 million in the current quarter, down $12.4 million, or 21%, compared to $60.5 million in the prior-year quarter. The decrease generally reflected lower currency volatility and client volumes as compared to the prior-year quarter.

Other operating income totaled $39.7 million, up $1.6 million, or 4%, compared to $38.1 million in the prior-year quarter. The components of other operating income are provided below.

Table 9: Other Operating Income

Other Operating Income	Three Months Ended March 31,
($ In Millions)	2017		2016		Change
Loan Service Fees	$	12.4	$	13.4	$	(1.0	)	(7	)%
Banking Service Fees	12.4		12.4		—			—
Other Income	14.9		12.3		2.6			21
Total Other Operating Income	$	39.7	$	38.1	$	1.6		4	%

6

FIRST QUARTER CONSOLIDATED RESULTS OF OPERATIONS (continued)

Net Interest Income

The following table presents an analysis of average balances and interest rate changes affecting net interest income.

Table 10: Average Consolidated Balance Sheets with Analysis of Net Interest Income

	NORTHERN TRUST CORPORATION
(Interest and Rate on a Fully Taxable Equivalent Basis)	FIRST QUARTER
	2017							2016
($ In Millions)	Interest		Average Balance			Rate (6)		Interest		Average Balance			Rate (6)
Average Earning Assets
Federal Reserve and Other Central Bank Deposits (1)	$	29.7	$	21,806.9		0.55	%	$	26.0	$	21,170.2		0.49	%
Interest-Bearing Due from and Deposits with Banks (1)(2)	14.9		6,684.3			0.91		17.5		9,056.8			0.78
Federal Funds Sold and Securities Purchased under Agreements to Resell	6.5		2,011.7			1.32		3.2		1,593.7			0.82
Securities
U.S. Government	25.5		7,213.8			1.44		19.3		6,500.5			1.19
Obligations of States and Political Subdivisions	3.6		989.7			1.47		1.8		189.1			3.77
Government Sponsored Agency	68.9		17,796.8			1.57		48.8		16,764.2			1.17
Other (3)	54.6		18,777.4			1.18		38.9		15,349.5			1.02
Total Securities	152.6		44,777.7			1.38		108.8		38,803.3			1.13
Loans and Leases (4)	215.5		33,671.2			2.59		202.7		33,993.4			2.40
Total Earning Assets	419.2		108,951.8			1.56		358.2		104,617.4			1.38
Allowance for Credit Losses Assigned to Loans and Leases	—		(160.8		)	—		—		(193.5		)	—
Cash and Due from Banks and Other Central Bank Deposits (5)	—		2,116.6			—		—		2,192.4			—
Buildings and Equipment	—		465.9			—		—		445.9			—
Client Security Settlement Receivables	—		829.6			—		—		1,190.5			—
Goodwill	—		519.7			—		—		523.1			—
Other Assets	—		3,753.6			—		—		4,641.3			—
Total Assets	$	—	$	116,476.4		—	%	$	—	$	113,417.1		—	%
Average Source of Funds
Deposits
Savings and Money Market	$	3.2	$	15,446.7		0.09	%	$	2.9	$	15,367.3		0.07	%
Savings Certificates and Other Time	2.3		1,338.5			0.70		2.0		1,459.6			0.54
Non-U.S. Offices — Interest-Bearing	22.1		52,435.9			0.17		17.3		49,434.9			0.14
Total Interest-Bearing Deposits	27.6		69,221.1			0.16		22.2		66,261.8			0.13
Short-Term Borrowings	9.0		5,659.1			0.65		3.4		5,584.1			0.25
Senior Notes	11.7		1,496.7			3.17		11.7		1,497.4			3.15
Long-Term Debt	7.4		1,324.9			2.26		6.1		1,399.3			1.75
Floating Rate Capital Debt	1.1		277.4			1.56		0.8		277.3			1.15
Total Interest-Related Funds	56.8		77,979.2			0.30		44.2		75,019.9			0.24
Interest Rate Spread	—		—			1.26		—		—			1.14
Demand and Other Noninterest-Bearing Deposits	—		25,712.5			—		—		26,214.5			—
Other Liabilities	—		2,993.3			—		—		3,491.5			—
Stockholders’ Equity	—		9,791.4			—		—		8,691.2			—
Total Liabilities and Stockholders’ Equity	$	—	$	116,476.4		—	%	$	—	$	113,417.1		—	%
Net Interest Income/Margin (FTE Adjusted)	$	362.4	$	—		1.35	%	$	314.0	$	—		1.21	%
Net Interest Income/Margin (Unadjusted)	$	353.5	$	—		1.32	%	$	307.8	$	—		1.18	%

7

FIRST QUARTER CONSOLIDATED RESULTS OF OPERATIONS (continued)

Net Interest Income (continued)

ANALYSIS OF NET INTEREST INCOME CHANGES

DUE TO VOLUME AND RATE

	Three Months Ended March 31, 2017/2016
	Change Due To
(In Millions)	Average Balance		Rate		Total
Earning Assets (FTE)	$	6.6	$	54.4	$	61.0
Interest-Related Funds	2.0		10.6		12.6
Net Interest Income (FTE)	$	4.6	$	43.8	$	48.4

(1) To be consistent with the change in presentation to the consolidated balance sheets, the First Quarter 2016 presentation above combines non-US central bank deposits, which were previously included in Interest-Bearing Due From and Deposits with Banks, with Federal Reserve deposits.

(2) Interest-Bearing Due from and Deposits with Banks includes the interest-bearing component of Cash and Due from Banks and Interest-Bearing Deposits with Banks as presented on the consolidated balance sheets.

(3) Other securities include certain community development investments and Federal Home Loan Bank and Federal Reserve stock, which are classified in other assets in the consolidated balance sheets as of March 31, 2017 and 2016.

(4) Average balances include nonaccrual loans. Lease financing receivable balances are reduced by deferred income.

(5) Cash and Due from Banks and Other Central Bank Deposits includes the non-interest-bearing component of Federal Reserve and Other Central Bank Deposits as presented on the consolidated balance sheets on page 24.

(6) Rate calculations are based on actual balances rather than the rounded amounts presented in the Average Consolidated Balance Sheets with Analysis of Net Interest Income.

Notes: Net Interest Income (FTE Adjusted), a non-generally accepted accounting principle (GAAP) financial measure, includes adjustments to a fully taxable equivalent basis for loans and securities. Such adjustments are based on a blended federal and state tax rate of 37.8% and 37.7% for the three months ended March 31, 2017 and 2016, respectively. Total taxable equivalent interest adjustments amounted to $8.9 million and $6.2 million for the three months ended March 31, 2017 and 2016, respectively. A reconciliation of net interest income and net interest margin on a GAAP basis to net interest income and net interest margin on an FTE basis (each of which is a non-GAAP financial measure) is provided on page 20.

Interest revenue on cash collateral positions is reported above within interest-bearing deposits with banks and within loans and leases. Interest expense on cash collateral positions is reported above within non-U.S. offices interest-bearing deposits. Related cash collateral received from and deposited with derivative counterparties is recorded net of the associated derivative contract within other assets and other liabilities, respectively.

Net interest income is defined as the total of interest income and amortized fees on earning assets, less interest expense on deposits and borrowed funds, adjusted for the impact of interest-related hedging activity.

Net interest income on a fully taxable equivalent (FTE) basis totaled $362.4 million in the current quarter, up $48.4 million, or 15%, compared to $314.0 million in the prior-year quarter. The increase was primarily the result of a higher net interest margin and growth in average earning assets. Average earning assets for the current quarter were $109.0 billion, up $4.4 billion, or 4%, from $104.6 billion in the prior-year quarter, primarily resulting from higher levels of securities, partially offset by reductions in short-term interest bearing deposits and loans and leases. Earning asset growth was funded primarily by higher levels of interest-bearing deposits.

The net interest margin on an FTE basis increased to 1.35% in the current quarter from 1.21% in the prior-year quarter due to higher short-term interest rates and lower premium amortization.

When adjusted to an FTE basis, yields on taxable, nontaxable, and partially taxable assets are comparable; however, the adjustment to an FTE basis has no impact on net income. A reconciliation of net interest income and net interest margin on a GAAP basis to net interest income and net interest margin on an FTE basis (each of which is a non-GAAP financial measure) is provided on page 20.

Federal Reserve and other central bank deposits averaged $21.8 billion, up $636.7 million, or 3%, from $21.2 billion in the prior-year quarter. Average securities were $44.8 billion, up $6.0 billion, or 15%, from $38.8 billion in the prior-year quarter and include certain community development investments, Federal Home Loan Bank stock, and Federal Reserve stock of $214.7 million, $114.5 million and $53.1 million, respectively, which are recorded in other assets in the consolidated balance sheets.

Loans and leases averaged $33.7 billion, down $322.2 million, or 1%, from $34.0 billion in the prior-year quarter, primarily reflecting lower levels of residential real estate loans, partially offset by increases in private client loans. Residential real estate loans averaged $7.7 billion, down $1.1 billion, or 12%, from $8.8 billion for the prior-year quarter. Commercial and institutional loans averaged $9.8 billion, down $97.1 million, or 1%, from $9.9 billion for the prior-year quarter. Private client loans averaged $10.0 billion, up $887.2 million, or 10%, from $9.1 billion for the prior-year quarter. Commercial real estate loans averaged $4.0 billion, up $78.0 million, or 2%, from $3.9 billion for the prior-year quarter.

8

FIRST QUARTER CONSOLIDATED RESULTS OF OPERATIONS (continued)

Net Interest Income (continued)

Northern Trust utilizes a diverse mix of funding sources. Total interest-bearing deposits averaged $69.2 billion in the current quarter, compared to $66.3 billion in the prior-year quarter, an increase of $2.9 billion. Other interest-bearing funds averaged $8.8 billion in both the current and prior-year quarters. The balances within short-term borrowing classifications vary based on funding requirements and strategies, interest rate levels, changes in the volume of lower-cost deposit sources, and the availability of collateral to secure these borrowings. Average net noninterest-related funds utilized to fund earning assets increased $1.4 billion, or 5%, to $31.0 billion in the current quarter from $29.6 billion in the prior-year quarter, primarily resulting from increases in stockholders’ equity attributable to the issuance of Series D Non-Cumulative Perpetual Preferred Stock in August 2016 and earnings, partially offset by dividend declarations and the repurchase of common stock pursuant to the Corporation’s share repurchase program.

Provision for Credit Losses

The provision for credit losses was a credit of $1.0 million in the current quarter, as compared to a provision of $2.0 million in the prior-year quarter. Net charge-offs in the current quarter were $2.0 million, resulting from charge-offs of $4.7 million and recoveries of $2.7 million. The prior-year quarter included $2.7 million of net charge-offs, resulting from $5.3 million of charge-offs and $2.6 million of recoveries. Nonperforming assets of $186.8 million increased 7% from $174.4 million in the prior-year quarter. Residential real estate loans and commercial loans accounted for 59% and 34%, respectively, of total nonperforming loans and leases at March 31, 2017. For additional discussion of the provision and allowance for credit losses, refer to the “Asset Quality” section beginning on page 15.

Noninterest Expense

The components of noninterest expense are provided below.

Table 11: Noninterest Expense

Noninterest Expense	Three Months Ended March 31,
($ In Millions)	2017		2016		Change
Compensation	$	425.8	$	378.8	$	47.0		12	%
Employee Benefits	77.8		70.6		7.2			10
Outside Services	153.1		149.9		3.2			2
Equipment and Software	127.3		114.2		13.1			11
Occupancy	45.4		40.9		4.5			11
Other Operating Expense	65.1		74.4		(9.3		)	(13	)
Total Noninterest Expense	$	894.5	$	828.8	$	65.7		8	%

Compensation expense, the largest component of noninterest expense, totaled $425.8 million in the current quarter, compared to $378.8 million in the prior-year quarter. Compensation expense increased 12% compared to the prior-year quarter due to higher expense related to performance-based incentive compensation and higher salary expense. The increase in expense related to performance-based incentive compensation was primarily due to a change in the vesting provisions associated with long-term incentive grants made in 2017 to retirement-eligible employees relative to those provisions associated with 2016 grants. The increase in salary expense was driven by staff growth and base pay adjustments, partially offset by the favorable impact of movements in foreign exchange rates. Staff on a full-time equivalent basis at March 31, 2017 totaled approximately 17,300, up 6% from March 31, 2016.

Employee benefits expense totaled $77.8 million in the current quarter, up 10% compared to $70.6 million in the prior-year quarter, primarily reflecting higher payroll taxes and medical costs.

Outside services expense totaled $153.1 million in the current quarter, up 2% compared to $149.9 million in the prior-year quarter, primarily due to higher technical services and sub-custodian expenses.

Equipment and software expense totaled $127.3 million in the current quarter, up 11% compared to $114.2 million in the prior-year quarter, primarily reflecting increased software amortization, due to an increase in assets placed in service, and software support costs.

Occupancy expense totaled $45.4 million in the current quarter, up 11% compared to $40.9 million in the prior-year quarter, primarily due to a lease adjustment recorded in the prior-year quarter and higher rent expense.

9

FIRST QUARTER CONSOLIDATED RESULTS OF OPERATIONS (continued)

Noninterest Expense (continued)

Other operating expense totaled $65.1 million in the current quarter, down 13% from $74.4 million in the prior-year quarter, primarily driven by the timing of the Northern Trust sponsored PGA TOURgolf tournament moving to the third quarter of 2017 and decreases in various other expenses, partially offset by an increase in staff related and FDIC deposit protection expense. The components of other operating expense are provided below.

Table 12: Other Operating Expense

Other Operating Expense	Three Months Ended March 31,
($ In Millions)	2017		2016		Change
Business Promotion	$	16.1	$	26.9	$	(10.8	)	(40	)%
Staff Related	8.7		5.9		2.8			47
FDIC Insurance Premiums	8.4		6.3		2.1			35
Other Intangibles Amortization	2.4		2.1		0.3			13
Other Expenses	29.5		33.2		(3.7		)	(11	)
Total Other Operating Expense	$	65.1	$	74.4	$	(9.3	)	(13	)%

Provision for Income Taxes

Income tax expense was $114.8 million in the current quarter, representing an effective tax rate of 29.4%, compared to $113.8 million in the prior-year quarter, representing an effective tax rate of 31.7%. The increase in the provision for income taxes compared to the prior-year quarter was based primarily on increased income before income taxes, partially offset by the income tax benefit derived from the increased vesting of restricted stock units and stock option exercises compared to the prior-year quarter. The provision for income tax expense for the three months ended March 31, 2017 and March 31, 2016 includes a benefit of $16.3 million and $3.6 million, respectively, related to excess tax benefits resulting from the vesting or exercise of stock-based compensation awards to employees.

REPORTING SEGMENTS

Northern Trust is organized around its two client-focused reporting segments: C&IS and Wealth Management. Asset management and related services are provided to C&IS and Wealth Management clients primarily by the Asset Management business. The revenue and expenses of Asset Management and certain other support functions are allocated fully to C&IS and Wealth Management. Income and expense associated with the wholesale funding activities and investment portfolios of the Corporation and its principal subsidiary, The Northern Trust Company (the Bank), as well as certain corporate-based expense, executive level compensation and nonrecurring items, are not allocated to C&IS and Wealth Management, and are reported in Northern Trust’s third reporting segment, Treasury and Other, in the following pages.

10

REPORTING SEGMENTS (continued)

The following tables reflect the earnings contributions and average assets of Northern Trust’s reporting segments for the three-month periods ended March 31, 2017 and 2016. Reporting segment financial information, presented on an internal management-reporting basis, is determined by accounting systems that are used to allocate revenue and expense related to each segment and incorporates processes for allocating assets, liabilities, equity and the applicable interest income and expense.

Table 13: Results of Reporting Segments

Three Months Ended March 31,	Corporate & Institutional Services						Wealth Management						Treasury and Other						Total Consolidated
($ In Millions)	2017			2016			2017			2016			2017			2016 ^			2017			2016 ^
Noninterest Income
Trust, Investment and Other Servicing Fees	$	462.9		$	433.4		$	345.3		$	314.8		$	—		$	—		$	808.2		$	748.2
Foreign Exchange Trading Income	49.1			51.7			0.9			4.5			(1.9		)	4.3			48.1			60.5
Other Noninterest Income	44.2			45.6			25.5			26.8			4.9			1.1			74.6			73.5
Net Interest Income*	166.5			138.4			177.0			158.5			18.9			17.1			362.4			314.0
Revenue*	722.7			669.1			548.7			504.6			21.9			22.5			1,293.3			1,196.2
Provision for Credit Losses	0.3			(3.2		)	(1.3		)	5.2			—			—			(1.0		)	2.0
Noninterest Expense	510.8			475.3			346.3			326.9			37.4			26.6			894.5			828.8
Income before Income Taxes*	211.6			197.0			203.7			172.5			(15.5		)	(4.1		)	399.8			365.4
Provision for Income Taxes*	66.9			62.2			76.8			64.9			(20.0		)	(7.1		)	123.7			120.0
Net Income	$	144.7		$	134.8		$	126.9		$	107.6		$	4.5		$	3.0		$	276.1		$	245.4
Percentage of Consolidated Net Income	52		%	55		%	46		%	44		%	2		%	1		%	100		%	100		%
Average Assets	$	77,803.5		$	75,372.9		$	26,661.8		$	26,237.8		$	12,011.1		$	11,806.4		$	116,476.4		$	113,417.1

* Non-GAAP financial measures stated on a fully taxable equivalent basis (FTE). Total consolidated includes FTE adjustments of $8.9 million for 2017 and $6.2 million for 2016. A reconciliation of revenue, net interest income and net interest margin on a GAAP basis to revenue, net interest income and net interest margin on an FTE basis (each of which is a non-GAAP financial measure) is provided on page 20.

^ The three months ended March 31, 2016 results have been adjusted to reflect the adoption of ASU No. 2016-09. Please refer to Note 1, “Basis of Presentation,” of the Notes to Consolidated Financial Statements for further discussion on the impact to the Corporation’s previously reported quarterly results.

Corporate & Institutional Services

C&IS net income totaled $144.7 million in the current quarter compared to $134.8 million in the prior-year quarter, an increase of $9.9 million, or 7%. Noninterest income was $556.2 million in the current quarter, up $25.5 million, or 5%, from $530.7 million in the prior-year quarter, reflecting higher trust, investment and other servicing fees. The following table provides a summary of C&IS trust, investment and other servicing fees.

Table 14: C&IS Trust, Investment and Other Servicing Fees

	Three Months Ended March 31,
($ In Millions)	2017		2016		Change
Custody and Fund Administration	$	307.5	$	286.4	$	21.1	7	%
Investment Management	93.5		89.1		4.4		5
Securities Lending	23.8		22.6		1.2		5
Other	38.1		35.3		2.8		8
Total C&IS Trust, Investment and Other Servicing Fees	462.9		$	433.4	$	29.5	7	%

Custody and fund administration fees, the largest component of C&IS fees, are driven primarily by values of client AUC/A, transaction volumes and number of accounts. The asset values used to calculate these fees vary depending on the individual fee arrangements negotiated with each client. Custody fees related to asset values are client specific and are priced based on quarter-end or month-end values, values at the beginning of each quarter or average values for a month or quarter. The fund administration fees that are asset-value-related are priced using month-end, quarter-end, or average daily balances. Investment management fees, which are based generally on client assets under management, are based primarily on market values throughout a period.

11

REPORTING SEGMENTS (continued)

Corporate & Institutional Services (continued)

Custody and fund administration fees increased from the prior-year quarter, primarily due to new business and favorable equity markets, partially offset by the unfavorable impact of movements in foreign exchange rates. Investment management fees increased $4.4 million, or 5%, primarily due to the favorable impact of equity markets and lower money market mutual fund fee waivers. There were no C&IS money market mutual fund fee waivers in the current quarter compared to $1.7 million in the prior-year quarter. Other fees increased primarily due to new business related to investment risk and analytical services.

Foreign exchange trading income totaled $49.1 million in the current quarter, a decrease of $2.6 million, or 5%, from $51.7 million in the prior-year quarter. The decrease generally reflected lower currency volatility and client volumes as compared to the prior-year quarter.

Other noninterest income in C&IS totaled $44.2 million in the current quarter, down $1.4 million, or 3%, from $45.6 million in the prior-year quarter, primarily due to decreases within various other income categories.

Net interest income stated on an FTE basis was $166.5 million in the current quarter, up $28.1 million, or 20%, from $138.4 million in the prior-year quarter. The increase in net interest income was primarily attributable to an increase in the net interest margin and higher levels of earning assets. The net interest margin increased to 0.93% from 0.81% in the prior-year quarter, primarily reflecting higher short-term interest rates. The average earning assets totaled $72.6 billion, up from $68.4 billion in the prior-year quarter. The earning assets in C&IS consisted primarily of intercompany assets and loans and leases. Funding sources were primarily comprised of non-U.S. custody-related interest-bearing deposits, which averaged $47.3 billion in the current quarter, up from $43.1 billion in the prior-year quarter.

The provision for credit losses was a provision of $0.3 million in the current quarter, compared with a credit provision of $3.2 millionin the prior-year quarter, reflecting a specific reserve requirement, partially offset by a reduction in the inherent reserve requirement.

Total C&IS noninterest expense, which includes the direct expense of the reporting segment, indirect expense allocations for product and operating support and indirect expense allocations for certain corporate support services, totaled $510.8 million in the current quarter, up $35.5 million, or 7%, from $475.3 million in the prior-year quarter. The increase in noninterest expense was primarily attributable to higher indirect expense allocations, compensation, employee benefits, and outside services expenses, partially offset by lower other operating expense.

Wealth Management

Wealth Management net income was $126.9 million in the current quarter, up 18% from $107.6 million in the prior-year quarter. Noninterest income was $371.7 million, up from $346.1 million in the prior-year quarter, primarily reflecting higher trust, investment and other servicing fees, partially offset by lower foreign exchange trading income. Trust, investment and other servicing fees in Wealth Management totaled $345.3 million in the current quarter, increasing $30.5 million, or 10%, from $314.8 million in the prior-year quarter. The following table provides a summary of Wealth Management trust, investment and other servicing fees.

Table 15: Wealth Management Trust, Investment and Other Servicing Fees

	Three Months Ended March 31,
($ In Millions)	2017		2016		Change
Central	$	137.4	$	124.4	$	13.0	10	%
East	85.2		81.0		4.2		5
West	69.6		63.9		5.7		9
Global Family Office	53.1		45.5		7.6		17
Total Wealth Management Trust, Investment and Other Servicing Fees	$	345.3	$	314.8	$	30.5	10	%

Wealth Management fee income is calculated primarily based on market values. The increase in Wealth Management fees across all regions was primarily attributable to favorable equity markets, lower money market mutual fund fee waivers, and new business. Money market mutual fund fee waivers in Wealth Management totaled $0.2 million in the current quarter compared to $6.0 million in the prior-year quarter.

12

REPORTING SEGMENTS (continued)

Wealth Management (continued)

Foreign exchange trading income totaled $0.9 million, down 80% from $4.5 million in the prior-year quarter, primarily reflecting lower currency volatility and client volumes.

Other noninterest income of $25.5 million in the current quarter was down from $26.8 million in the prior-year quarter, primarily reflecting a decrease in security commission and trading income.

Net interest income stated on an FTE basis was $177.0 million in the current quarter, up $18.5 million, or 12%, from $158.5 million in the prior-year quarter, primarily reflecting an increase in the net interest margin. The net interest margin increased to 2.72% from 2.45% in the prior-year quarter. Average earning assets increased $366.7 million, or 1%, to $26.4 billion from the prior-year quarter’s $26.0 billion. Earning assets and funding sources were primarily comprised of loans and domestic retail interest-bearing deposits, respectively.

The provision for credit losses was a credit provision of $1.3 million in the current quarter, compared with a provision of $5.2 million in the prior-year quarter, reflecting reductions in outstanding loans and undrawn loan commitments and standby letters of credit that resulted in a reduction in the inherent allowance requirement, partially offset by an increase in the specific reserve requirement.

Total noninterest expense, which includes the direct expense of the reporting segment, indirect expense allocations for product and operating support and indirect expense allocations for certain corporate support services, totaled $346.3 million in the current quarter, compared to $326.9 million in the prior-year quarter, an increase of $19.4 million, or 6%, primarily attributable to higher indirect expense allocations, compensation, and employee benefits expenses, partially offset by lower other operating expense.

Treasury and Other

Treasury and Other includes income and expense associated with the wholesale funding activities and the investment portfolios of the Corporation and the Bank, and certain corporate-based expenses, executive-level compensation and nonrecurring items not allocated to C&IS and Wealth Management.

Treasury and Other noninterest income was $3.0 million in the current quarter, down $2.4 million, from $5.4 million in the prior-year quarter, primarily due to lower foreign exchange trading income.

Net interest income increased $1.8 million, or 11%, to $18.9 million in the current quarter, compared to $17.1 million in the prior-year quarter, primarily reflecting an increase in the net interest margin, partially offset by lower levels of average earning assets. Average earning assets decreased $230.7 million to $10.0 billion from the prior-year quarter’s $10.2 billion.

Noninterest expense totaled $37.4 million in the current quarter, up $10.8 million, or 41%, from $26.6 million in the prior-year quarter, primarily reflecting higher general overhead costs, including compensation expense and equipment and software expense, partially offset by higher indirect expense allocations to C&IS and Wealth Management, as compared to the prior-year quarter.

The provision for income taxes was a benefit of $20.0 million in the current quarter compared to a $7.1 million benefit in the prior-year quarter, primarily reflecting increased vesting of restricted stock units and stock option exercises compared to the prior-year quarter, which resulted in a tax benefit of $16.3 million for the three months ended March 31, 2017 as compared to a tax benefit of $3.6 million for the three months ended March 31, 2016.

CONSOLIDATED BALANCE SHEETS

Total assets were $121.5 billion and $123.9 billion at March 31, 2017 and December 31, 2016, respectively, and averaged $116.5 billion in the current quarter compared with $113.4 billion in the quarter ended March 31, 2016. Average balances are considered to be a better measure of balance sheet trends, as period-end balances can be impacted by deposit and withdrawal activity involving large client balances. Loans and leases totaled $33.5 billion and $33.8 billion at March 31, 2017 and December 31, 2016, respectively, and averaged $33.7 billion in the current quarter, down 1% from $34.0 billion in the quarter ended March 31, 2016. Securities, inclusive of Federal Reserve stock, Federal Home Loan Bank stock, and certain community development investments, which are classified in other assets in the consolidated balance sheets, totaled $44.3 billion and $44.9 billion at March 31, 2017 and December 31, 2016, respectively, and averaged $44.8 billion for the current quarter, up 15% from $38.8 billion in the quarter ended March 31, 2016. In aggregate, the categories of federal funds sold and securities purchased under agreements to resell, interest-bearing due from and deposits with banks, and Federal Reserve and other central bank deposits totaled $35.2 billion and $36.7 billion at March 31, 2017 and December 31, 2016, respectively, and averaged $30.5 billion in the current quarter, down 4%

13

CONSOLIDATED BALANCE SHEETS (continued)

from the quarter ended March 31, 2016, primarily reflecting decreased interest-bearing due from and deposits with banks. Interest-bearing client deposits at March 31, 2017 and December 31, 2016, totaled $70.0 billion and $71.5 billion, respectively, and averaged $69.2 billion in the current quarter compared to $66.3 billion in the quarter ended March 31, 2016. Noninterest-bearing client deposits at March 31, 2017 and December 31, 2016 totaled $30.5 billion and $30.2 billion, respectively, and averaged $25.7 billion in the current quarter, down 2% from $26.2 billion in the quarter ended March 31, 2016.

Total stockholders’ equity at March 31, 2017, was $10.0 billion compared to $9.8 billion at December 31, 2016, and averaged $9.8 billion for the current quarter, up 13% from $8.7 billion for the quarter ended March 31, 2016. The increase in average stockholders’ equity compared to the prior-year quarter was primarily attributable to earnings and the issuance of Series D Non-Cumulative Perpetual Preferred Stock (Series D preferred stock) in August 2016, partially offset by dividend declarations and the repurchase of common stock pursuant to the Corporation’s share repurchase program.

During the three months ended March 31, 2017, the Corporation declared cash dividends totaling $89.4 million to common stockholders, and cash dividends totaling $20.7 million to preferred stockholders. During the three months ended March 31, 2017, the Corporation repurchased 811,730 shares of common stock, including 410,869 shares withheld related to share-based compensation, at a total cost of $70.1 million ($86.39 average price per share).

CAPITAL RATIOS

The capital ratios of Northern Trust and its principal subsidiary, The Northern Trust Company, remained strong at March 31, 2017, exceeding the minimum requirements for classification as “well-capitalized” under applicable U.S. regulatory requirements.

The table below provides capital ratios for Northern Trust Corporation and The Northern Trust Company determined by Basel III phased in requirements.

Table 23: Regulatory Capital Ratios

Capital Ratios — Northern Trust Corporation	March 31, 2017				December 31, 2016				March 31, 2016
	Advanced Approach		Standardized Approach		Advanced Approach		Standardized Approach		Advanced Approach		Standardized Approach
Common Equity Tier 1	12.9	%	12.2	%	12.4	%	11.8	%	11.6	%	10.6	%
Tier 1	14.2	%	13.4	%	13.7	%	12.9	%	12.1	%	11.1	%
Total	15.6	%	15.0	%	15.1	%	14.5	%	13.6	%	12.8	%
Tier 1 Leverage	8.2	%	8.2	%	8.0	%	8.0	%	7.4	%	7.4	%
Supplementary Leverage (1)	6.9	%	N/A		6.8	%	N/A		6.1	%	N/A

Capital Ratios — The Northern Trust Company	March 31, 2017				December 31, 2016				March 31, 2016
	Advanced Approach		Standardized Approach		Advanced Approach		Standardized Approach		Advanced Approach		Standardized Approach
Common Equity Tier 1	12.9	%	12.0	%	12.4	%	11.5	%	11.5	%	10.4	%
Tier 1	12.9	%	12.0	%	12.4	%	11.5	%	11.5	%	10.4	%
Total	14.6	%	13.8	%	14.0	%	13.3	%	13.2	%	12.3	%
Tier 1 Leverage	7.2	%	7.2	%	7.0	%	7.0	%	6.9	%	6.9	%
Supplementary Leverage (1)	6.1	%	N/A		6.0	%	N/A		5.7	%	N/A

⁽¹⁾ Effective January 1, 2018, Northern Trust will be subject to a minimum supplementary leverage ratio of 3 percent.

STATEMENTS OF CASH FLOWS

Net cash provided by operating activities of $784.7 million for the three months ended March 31, 2017, was primarily attributable to lower net collateral deposited with counterparties and period earnings, partially offset by net changes in other operating activities due to incentive payments and a decrease in accounts payable. For the three months ended March 31, 2016, net cash used in operating activities of $295.5 million, was primarily attributable to increased other operating activities, due to incentive payments and a decrease in accounts payable, and higher net collateral deposited with counterparties, partially offset by period earnings.

Net cash provided by investing activities of $1.0 billion for the three months ended March 31, 2017, was primarily attributable to decreased levels of Federal Reserve and other central bank deposits and net proceeds from sale, maturity and redemption of

14

STATEMENTS OF CASH FLOWS (continued)

securities available for sale and held to maturity, partially offset by increased client security settlement receivables. For the three months ended March 31, 2016, net cash provided by investing activities of $662.5 million, primarily reflected decreased levels of Federal Reserve and other central bank deposits and interest-bearing deposits with banks, partially offset by net purchases of securities available for sale and held to maturity and increased loans and leases.

Net cash used in financing activities of $2.7 billion for the three months ended March 31, 2017, was primarily attributable to decreased levels of total deposits and short-term other borrowings. The decrease in total deposits was attributable to lower levels of interest-bearing non-U.S. office and savings and money market client deposits. For the three months ended March 31, 2016, net cash used in financing activities of $0.2 million primarily reflected the repurchase of common stock pursuant to the Corporation’s share repurchase program, federal funds purchased and cash dividends paid to common stockholders, partially offset by higher levels of total deposits.

ASSET QUALITY

Securities Portfolio

Northern Trust maintains a high quality securities portfolio, with 81% of the combined available for sale, held to maturity, and trading account portfolios at March 31, 2017, composed of U.S. Treasury and government sponsored agency securities and triple-A rated corporate notes, asset-backed securities, covered bonds, sub-sovereign, supranational, sovereign and non-U.S. agency bonds, commercial mortgage-backed securities and obligations of states and political subdivisions. The remaining portfolio was comprised of corporate notes, asset-backed securities, negotiable certificates of deposit, obligations of states and political subdivisions, auction rate securities and other securities, of which as a percentage of the total securities portfolio, 10% was rated double-A, 3% was rated below double-A, and 6% was not rated by Standard and Poor’s or Moody’s Investors Service (primarily negotiable certificates of deposits of banks and non-U.S. sovereign securities whose long term ratings are at least A).

Net unrealized losses within the investment securities portfolio totaled $26.1 million at March 31, 2017, compared to net unrealized losses of $68.1 million as of December 31, 2016. Net unrealized losses as of March 31, 2017 were comprised of $126.7 million and $152.8 million of gross unrealized gains and losses, respectively. Of the unrealized losses on securities at March 31, 2017, the largest component was $63.6 million of government sponsored agency securities which were primarily attributable to changes in market rates since purchase. $34.0 million of unrealized losses in securities classified as “other,” related to securities primarily purchased at a premium or par by Northern Trust for compliance with the Community Reinvestment Act (CRA). Unrealized losses on these CRA-related securities were attributable to yields that were below market rates for the purpose of supporting institutions and programs that benefit low- to moderate- income communities within Northern Trust’s market area. Also, $23.0 million of the unrealized losses related to corporate debt securities, primarily reflecting widened credit spreads and higher market rates since purchase; as of March 31, 2017, 35% of the corporate debt portfolio was backed by guarantees provided by U.S. and non-U.S. governmental entities.

For the three months ended March 31, 2017, charges of $0.1 million were recorded relating to the other-than-temporary impairment (OTTI) of certain CRA eligible securities. There were no OTTI losses for the three months ended March 31, 2016. Northern Trust has evaluated all securities with unrealized losses for possible OTTI in accordance with GAAP and Northern Trust’s security impairment review policy.

Northern Trust participates in the repurchase agreement market as a relatively low cost alternative for short-term funding. Securities purchased under agreements to resell and securities sold under agreements to repurchase are accounted for as collateralized financings and recorded at the amounts at which the securities were acquired or sold plus accrued interest. To minimize potential credit risk associated with these transactions, the fair value of the securities purchased or sold is monitored, limits are set on exposure with counterparties, and the financial condition of counterparties is regularly assessed. It is Northern Trust’s policy to take possession, either directly or via third-party custodians, of securities purchased under agreements to resell. Securities sold under agreements to repurchase are held by the counterparty until their repurchase.

Nonperforming Loans and Leases and Other Real Estate Owned

Nonperforming assets consist of nonperforming loans and leases and other real estate owned (OREO). OREO is comprised of commercial and residential properties acquired in partial or total satisfaction of loans.

15

ASSET QUALITY (continued)

Nonperforming Loans and Leases and Other Real Estate Owned (continued)

The following table provides the amounts of nonperforming loans and leases, by loan and lease segment and class, and of OREO that were outstanding at the dates shown, as well as the balance of loans that was delinquent 90 days or more and still accruing interest. The balance of loans delinquent 90 days or more and still accruing interest can fluctuate widely based on the timing of cash collections, renegotiations and renewals.

Table 24: Nonperforming Assets

($ In Millions)	March 31, 2017			December 31, 2016			March 31, 2016
Nonperforming Loans and Leases
Commercial
Commercial and Institutional	$	60.6		$	33.7		$	41.7
Commercial Real Estate	12.1			11.6			13.5
Total Commercial	72.7			45.3			55.2
Personal
Residential Real Estate	107.0			114.6			108.5
Private Client	0.2			0.3			0.3
Total Personal	107.2			114.9			108.8
Total Nonperforming Loans and Leases	179.9			160.2			164.0
Other Real Estate Owned	6.9			5.2			10.4
Total Nonperforming Assets	186.8			165.4			174.4
90 Day Past Due Loans Still Accruing	$	9.9		$	31.0		$	10.2
Nonperforming Loans and Leases to Total Loans and Leases	0.54		%	0.47		%	0.48		%
Coverage of Loan and Lease Allowance to Nonperforming Loans and Leases	0.9		x	1.0x			1.2x

Nonperforming assets of $186.8 million as of March 31, 2017, primarily reflected increases within the commercial portfolio, which resulted in an increase to the specific allowance for credit losses, partially offset by payments and charge-offs within the residential real estate portfolio as compared to the prior year. In addition to the negative impact on net interest income and the risk of credit losses, nonperforming assets also increase operating costs due to the expense associated with collection efforts. Changes in the level of nonperforming assets may be indicative of changes in the credit quality of one or more loan classes. Changes in credit quality impact the allowance for credit losses through the resultant adjustment of the specific allowance and of the qualitative factors used in the determination of the inherent allowance levels within the allowance for credit losses.

Northern Trust’s underwriting standards do not allow for the origination of loan types generally considered to be high risk in nature, such as option adjustable rate mortgages, subprime loans, loans with initial “teaser” rates and loans with excessively high loan-to-value ratios. Residential real estate loans consist of first lien mortgages and equity credit lines, which generally require loan-to-collateral values of no more than 65% to 80% at inception. Revaluations of supporting collateral are obtained upon refinancing or default or when otherwise considered warranted. Collateral revaluations for mortgages are performed by independent third parties.

The commercial real estate class consists of commercial mortgages and construction, acquisition and development loans extended to experienced investors well known to Northern Trust. Underwriting standards generally reflect conservative loan-to-value ratios and debt service coverage requirements. Recourse to borrowers through guarantees is also commonly required.

Provision and Allowance for Credit Losses

The provision for credit losses is the charge to current-period earnings that is determined by management, through a disciplined credit review process, to be the amount needed to maintain the allowance for credit losses at an appropriate level to absorb probable credit losses that have been identified with specific borrower relationships (specific loss component) and for probable losses that are believed to be inherent in the loan and lease portfolios, undrawn commitments and standby letters of credit (inherent loss component). Control processes and analyses employed to evaluate the appropriateness of the allowance for credit losses are reviewed on at least an annual basis and modified as necessary.

16

ASSET QUALITY (continued)

Provision and Allowance for Credit Losses (continued)

The amount of specific allowance is determined through an individual evaluation of loans and lending-related commitments considered impaired that is based on expected future cash flows, collateral value and other factors that may impact the borrower’s ability to pay. The inherent component of the allowance addresses exposure relating to probable but unidentified credit-related losses. The inherent component of the allowance also covers the credit exposure associated with undrawn loan commitments and standby letters of credit. To estimate the allowance for credit losses on these instruments, management uses conversion rates to determine the estimated amount that will be drawn and assigns an allowance factor determined in accordance with the methodology utilized for outstanding loans.

The provision for credit losses was a credit of $1.0 million in the current quarter, compared to a provision of $2.0 million in the prior-year quarter. Net charge-offs were $2.0 million, resulting from $4.7 million of charge-offs and $2.7 million of recoveries, compared to $2.7 million of net charge-offs in the prior-year quarter, resulting from $5.3 million of charge-offs and $2.6 million of recoveries. Residential real estate loans accounted for 59% and 66% of total nonperforming loans and leases at March 31, 2017 and 2016, respectively.

Note 7 to the consolidated financial statements includes a table that details the changes in the allowance for credit losses during the three months ended March 31, 2017 and 2016 due to charge-offs, recoveries and provisions for credit losses.

The following table shows the specific portion of the allowance and the inherent portion of the allowance and its components by loan and lease segment and class.

Table 25: Allocation of the Allowance for Credit Losses

	March 31, 2017					December 31, 2016					March 31, 2016
($ In Millions)	Allowance Amount			Percent of Loans to Total Loans		Allowance Amount			Percent of Loans to Total Loans		Allowance Amount			Percent of Loans to Total Loans
Specific Allowance	$	8.7		—	%	$	2.1		—	%	$	1.4		—	%
Allocated Inherent Allowance
Commercial
Commercial and Institutional	34.9			28		34.7			28		38.6			29
Commercial Real Estate	68.1			12		69.2			12		74.2			12
Lease Financing, net	0.3			1		0.4			1		1.1			1
Non-U.S.	—			5		—			5		—			5
Other	0.6			1		0.6			1		—			1
Total Commercial	103.9			47		104.9			47		113.9			48
Personal
Residential Real Estate	65.9			22		69.0			23		95.2			25
Private Client	8.3			31		13.8			30		19.5			27
Other	2.2			—		2.2			—		2.6			—
Total Personal	76.4			53		85.0			53		117.3			52
Total Allocated Inherent Allowance	$	180.3		100	%	$	189.9		100	%	$	231.2		100	%
Total Allowance for Credit Losses	$	189.0				$	192.0				$	232.6
Allowance Assigned to
Loans and Leases	$	162.0				$	161.0				$	195.6
Undrawn Commitments and Standby Letters of Credit	27.0					31.0					37.0
Total Allowance for Credit Losses	$	189.0				$	192.0				$	232.6
Allowance Assigned to Loans and Leases to Total Loans and Leases	0.48		%			0.48		%			0.57		%

17

MARKET RISK MANAGEMENT

There are two types of market risk, interest rate risk and market risk. Interest rate risk is the potential for movements in interest rates to cause changes in net interest income and the market value of equity. Trading risk is the potential for movements in market variables such as foreign exchange and interest rates to cause changes in the value of trading positions.

Northern Trust uses two primary measurement techniques to manage interest rate risk: Net Interest Income (NII) sensitivity and Market Value of Equity (MVE) sensitivity. Simulation of NII provides management with a short-term view of the impact of interest rate changes on NII. Simulation of MVE provides management with a long-term view of interest rate changes on MVE as of the period-end balance sheet. Both simulation models use the same initial market interest rates and product balances. These two techniques, which are performed monthly, are complementary and are used in concert to provide a comprehensive interest rate risk management capability.

As part of its risk management activities, Northern Trust also regularly measures the risk of loss associated with foreign currency positions using a Value-at-Risk (VaR) model. The following information about Northern Trust’s management of market risk should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2016.

NII Sensitivity — The modeling of NII sensitivity incorporates on-balance-sheet positions, as well as derivative financial instruments (principally interest rate swaps) that are used to manage interest rate risk. Northern Trust uses market implied forward interest rates as the base case and measures the sensitivity (i.e. change) of a static balance sheet to changes in interest rates. Stress testing of interest rates is performed to include such scenarios as immediate parallel shocks to rates, nonparallel (i.e. twist) changes to yield curves that result in their becoming steeper or flatter, and changes to the relationship among the yield curves (i.e. basis risk).

The NII sensitivity analysis incorporates certain critical assumptions such as interest rates, balance sheet changes, and client behaviors under changing rate environments. These assumptions are based on a combination of historical analysis and future expected pricing behavior. The simulation cannot precisely estimate NII sensitivity given uncertainty in the assumptions; therefore, there could be a change in NII sensitivity to the extent that actual behavior differs from that assumed. The following key assumptions are incorporated into the simulation:

▪ the balance sheet size and mix generally remains constant over the simulation horizon with maturing assets and liabilities replaced with instruments with similar terms as those that are maturing, with the exception of certain products such as securities (the assumed reinvestment of which is determined by management’s strategies); non-maturity deposits, of which some recent increases are assumed to be temporary in nature; and long-term fixed rate borrowings, which upon maturity are replaced with overnight wholesale instruments;

▪ prepayments on mortgage loans and securities collateralized by mortgages are projected under each rate scenario using a third-party mortgage analytics system that incorporates market prepayment assumptions;

▪ cash flows for structured securities are estimated using a third-party vendor in conjunction with the prepayments provided by the third-party mortgage analytics vendor;

▪ non-maturity deposit pricing and lives are projected based on Northern Trust’s actual historical patterns and management judgment, depending upon the availability of historical data and current pricing strategies/or judgment; and

▪ new business rates are based on current spreads to market indices.

The following table shows the estimated NII impact over the next twelve months of 100 and 200 basis point upward movements in interest rates relative to forward rates. Each rate movement is assumed to occur gradually over a one-year period. Given the low level of interest rates, the simulation of NII for rates 100 and 200 basis points lower would not provide meaningful results.

Table 26: Net Interest Income Sensitivity

($ In Millions)	Increase/(Decrease) Estimated Impact on Next Twelve Months of Net Interest Income
Increase in Interest Rates Above Market-Implied Forward Rates
100 Basis Points	$	25
200 Basis Points	38

The NII sensitivity analysis does not incorporate any management actions that may be used to mitigate negative consequences of actual interest rate movement. For that reason and others, they do not reflect the likely actual results but serve as conservative

18

MARKET RISK MANAGEMENT (continued)

estimates of interest rate risk. NII sensitivity is not comparable to actual results disclosed elsewhere or directly predictive of future values of other measures provided.

MVE Sensitivity — MVE is defined as the present value of assets minus the present value of liabilities, net of the value of instruments that are used to manage the interest rate risk of balance sheet items. The potential effect of interest rate changes on MVE is derived from the impact of such changes on projected future cash flows and the present value of these cash flows and is then compared to the established limit. Northern Trust uses current market rates (and the future rates implied by these market rates) as the base case and measures MVE sensitivity under various rate scenarios. Stress testing of interest rates is performed to include such scenarios as immediate parallel shocks to rates, nonparallel (i.e. twist) changes to yield curves that result in their becoming steeper or flatter, and changes to the relationship among the yield curves (i.e. basis risk).

The MVE sensitivity analysis incorporates certain critical assumptions such as interest rates and client behaviors under changing rate environments. These assumptions are based on a combination of historical analysis and future expected pricing behavior. The simulation cannot precisely estimate MVE sensitivity given uncertainty in the assumptions; therefore, there could be a change in MVE sensitivity to the extent that actual behavior differs from the incorporated assumptions. Many of the assumptions that apply to NII sensitivity also apply to MVE sensitivity simulations, with the following separate key assumptions incorporated into the MVE simulation:

▪ the present value of nonmaturity deposits are estimated using remaining lives, which are based on a combination of Northern Trust’s actual historical runoff patterns and management judgment — some balances are assumed to be core and have long lives while other balances are assumed to be temporary and have comparatively shorter lives; and

▪ the present values of most noninterest-related balances (such as receivables, equipment, and payables) are the same as their book values.

The following table shows the estimated impact on MVE of 100 and 200 basis point shocks up from current market implied forward rates. Given the low level of interest rates and assumed interest rate floors as rates approach zero, the simulation of MVE for rates 100 or 200 basis points lower would not provide meaningful results.

Table 27: Market Value of Equity Sensitivity as of March 31, 2017

($ In Millions)	Increase/(Decrease) Estimated Impact on Market Value of Equity
Increase in Interest Rates Above Market Implied Forward Rates
100 Basis Points	$	320
200 Basis Points	323

The MVE simulations do not incorporate any management actions that may be used to mitigate negative consequences of actual interest rate movements. For that reason and others, they do not reflect the likely actual results but serve as conservative estimates of interest rate risk. MVE sensitivity is not comparable to actual results disclosed elsewhere or directly predictive of future values of other measures provided.

Foreign Currency Value-At-Risk (VaR) — Northern Trust measures daily the risk of loss associated with all non-U.S. currency positions using a VaR model and applying the historical simulation methodology. This statistical model provides estimates, based on a variety of high confidence levels, of the potential loss in value that might be incurred if an adverse shift in non-U.S. currency exchange rates were to occur over a small number of days. The model incorporates foreign currency and interest rate volatilities and correlations in price movements among the currencies. VaR is computed for each trading desk and for the global portfolio.

Northern Trust monitors several variations of the foreign exchange VaR measures to meet specific regulatory and internal management needs. Variations include different methodologies (historical, variance-covariance and Monte Carlo), equally weighted and exponentially weighted volatilities, horizons of one day and ten days, confidence levels ranging from 95% to 99.95% and look-back periods of one year and four years. Those alternative measures provide management a rich array of corroborating metrics and alternative perspectives on Northern Trust’s market risks.

19

MARKET RISK MANAGEMENT (continued)

The table below presents the levels of total regulatory VaR and its subcomponents for global foreign currency in the years indicated below, based on the historical simulation methodology, a 99% confidence level, a one-day horizon and equally weighted volatility. The total VaR for foreign currency is typically less than the sum of its two components due to diversification benefits derived from the two subcomponents.

Table 28: Foreign Currency Value-At-Risk

	Total VaR (Spot and Forward)				Foreign Exchange  Spot VaR				Foreign Exchange Forward VaR
($ In Millions)	March 31, 2017		December 31, 2016		March 31, 2017		December 31, 2016		March 31, 2017		December 31, 2016
High	$	1.6	$	1.4	$	1.6	$	1.5	$	1.1	$	0.7
Low	0.2		0.1		—		—		0.2		0.1
Average	0.5		0.3		0.1		0.1		0.5		0.3
Quarter-End	1.1		1.4		0.3		1.5		1.1		0.2

RECONCILIATION OF CERTAIN REPORTED ITEMS TO FULLY TAXABLE EQUIVALENTS

The tables below present reconciliations of interest income, net interest income, net interest margin, and revenue prepared in accordance with GAAP to such measures on an FTE basis, which are non-GAAP financial measures. Management believes this presentation provides a clearer indication of these financial measures for comparative purposes. When adjusted to an FTE basis, yields on taxable, nontaxable and partially taxable assets are comparable; however, the adjustment to an FTE basis has no impact on net income.

Table 29: Reconciliation of Reported Revenue and Net Interest Income to Fully Taxable Equivalent

	Three Months Ended
	March 31, 2017								March 31, 2016
($ In Millions)	Reported			FTE Adj.		FTE			Reported			FTE Adj.		FTE
Interest Income	$	410.3		$	8.9	$	419.2		$	352.0		$	6.2	$	358.2
Interest Expense	56.8			—		56.8			44.2			—		44.2
Net Interest Income	$	353.5		$	8.9	$	362.4		$	307.8		$	6.2	$	314.0
Net Interest Margin	1.32		%			1.35		%	1.18		%			1.21		%
Revenue	$	1,284.4		$	8.9	$	1,293.3		1,190.0			6.2		1,196.2

RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09). ASU 2014-09 is a converged standard between the FASB and the International Accounting Standards Board (IASB) that provides a single comprehensive revenue recognition model for all contracts with customers across transactions and industries. The primary objective of ASU 2014-09 is revenue recognition that represents the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017.

In 2016, Northern Trust focused efforts on its assessment project as well as an extensive contract review, covering services offered in each of its respective locations throughout the world. Northern Trust recognizes the majority of its revenues “over time” under current policy and expects to continue this practice upon adoption of ASU 2014-09. ASU 2014-09 is not expected to require significant changes to revenue-related information technology applications. Northern Trust is currently developing detailed disclosures required by ASU 2014-09. Further, Northern Trust is continuing to assess the extent of changes to the control environment and will continue to evaluate certain aspects of ASU 2014-09 such as transition method and agent vs. principal considerations. ASU 2014-09 is not expected to impact significantly Northern Trust’s consolidated financial condition or results of operations.

20

RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS (continued)

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01). ASU 2016-01 requires equity investments (except those accounted for under the equity method or those that result in consolidation) to be measured at fair value with changes in fair value recognized in net income unless a policy election is made for investments without readily determinable fair values. Additionally, ASU 2016-01 requires public entities to use the exit price notion when measuring the fair value of financial instruments for measurement purposes and eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost on the balance sheet. Furthermore, it requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. ASU 2016-01 is effective for interim and annual periods beginning after December 15, 2017. Although Northern Trust is currently assessing the impact of ASU 2016-01, it is not expected to impact significantly Northern Trust’s consolidated financial condition or results of operations.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (ASU 2016-02). ASU 2016-02 introduces a lessee model that brings most leases on the balance sheet, with certain specified scope exceptions. Specifically within the lessee model under ASU 2016-02, a lessee is required to recognize in the statement of financial position a liability to make lease payments, known as the lease liability, and a right-of-use asset representing its right to use the underlying asset over the lease term. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018, although early adoption is permitted. Northern Trust is currently establishing an overall governance structure and a detailed project plan for its implementation efforts. Further, Northern Trust has begun to assess its inventory of leases within the scope of ASU 2016-02 and is currently assessing the impact of adoption of ASU 2016-02.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13). ASU 2016-13 significantly changes the way impairment of financial instruments is recognized by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of financial instruments. The main provisions of ASU 2016-13 include (1) replacing the “incurred loss” approach under current GAAP with an “expected loss” model for instruments measured at amortized cost, (2) requiring entities to record an allowance for available-for-sale debt securities rather than reduce the carrying amount of the investments, as is required by the other-than-temporary-impairment model under current GAAP, and (3) a simplified accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted. Northern Trust is currently establishing an overall governance structure and a detailed project plan for its implementation efforts. Further, Northern Trust has begun to assess differences between the existing incurred loss impairment model and the expected loss impairment model requirements under ASU 2016-13. Northern Trust is currently assessing the impact of adoption of ASU 2016-13.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (ASU 2017-01). ASU 2017-01 clarifies the definition of a business by adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses, along with providing a more robust framework to use in determining when a set of assets and activities is a business. ASU 2017-01 is effective for interim and annual reporting periods beginning after December 15, 2017. Although Northern Trust is currently assessing the impact of ASU 2017-01, it is not expected to impact significantly Northern Trust’s consolidated financial condition or results of operations.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (ASU 2017-04). ASU 2017-04 amends the subsequent measurement of goodwill whereby Step 2 from the goodwill impairment test is eliminated. As a result, the goodwill impairment test should be performed by comparing the fair value of a reporting unit to its carrying value and an impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted. Although Northern Trust is currently assessing the impact of ASU 2017-04, it is not expected to impact significantly Northern Trust’s consolidated financial condition or results of operations.

In February 2017, the FASB issued ASU No. 2017-05, “Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” (ASU 2017-05). ASU 2017-05 clarifies that an in-substance nonfinancial asset is an asset or group of assets for which substantially all of the fair value consists of nonfinancial assets and the group or subsidiary is not a business. Transfers of nonfinancial assets to another entity in exchange for a noncontrolling ownership interest in that entity will be accounted for under Accounting Standards Codification 610-20 - Gains and Losses from the Derecognition of Nonfinancial Assets. Furthermore, ASU 2017-05 also impacts the accounting for partial sales of nonfinancial assets, and provides that when an entity transfers its controlling financial interest in a nonfinancial asset, but retains a noncontrolling ownership interest, the entity will measure the retained interest at fair

21

RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS (continued)

value. This will result in full gain or loss recognition upon the sale of a controlling interest in a nonfinancial asset. ASU 2017-05 is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted, and is not expected to impact significantly Northern Trust’s consolidated financial condition or results of operations.

In March 2017, the FASB issued ASU No. 2017-07, “Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (ASU 2017-07). Under current GAAP, net benefit cost on pension and postretirement benefit plans includes multiple components, including current period employee service cost, interest cost on the obligation, expected return on plan assets, and amortization of various amounts deferred from previous periods. ASU 2017-07 requires the bifurcation of the net benefit cost by presenting separately the service cost component from the other components of net benefit cost. ASU 2017-07 is effective for interim and annual reporting periods beginning after December 15, 2017, although early adoption is permitted. As ASU 2017-07 will affect the presentation but not the measurement of the net benefit cost, it is not expected to impact significantly Northern Trust’s consolidated financial condition or results of operations.

In March 2017, the FASB issued ASU No. 2017-08, “Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Securities” (ASU 2017-08), which amends the amortization period for certain callable debt securities held at a premium and shortens the amortization period for the premium to the earliest call date. ASU 2017-08 is effective for interim and annual reporting periods beginning after December 15, 2018, although early adoption is permitted. Northern Trust is currently assessing the impact of adoption of ASU 2017-08.

FORWARD-LOOKING STATEMENTS

This report may include statements which constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified typically by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “likely,” “plan,” “goal,” “target,” “strategy,” and similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements include statements, other than those related to historical facts, that relate to Northern Trust’s financial results and outlook, capital adequacy, dividend policy, accounting estimates and assumptions, credit quality including allowance levels, future pension plan contributions, anticipated tax benefits, anticipated expense levels, spending related to technology and regulatory initiatives, risk management policies, contingent liabilities, strategic initiatives, industry trends, and expectations regarding the impact of recent legislation and accounting pronouncements. These statements are based on Northern Trust’s current beliefs and expectations of future events or future results, and involve risks and uncertainties that are difficult to predict and subject to change. These statements are also based on assumptions about many important factors, including:

• financial market disruptions or economic recession, whether in the United States, Europe, the Middle East, Asia or other regions;

• volatility or changes in financial markets, including debt and equity markets, that impact the value, liquidity, or credit ratings of financial assets in general, or financial assets held in particular investment funds or client portfolios, including those funds, portfolios, and other financial assets with respect to which Northern Trust has taken, or may in the future take, actions to provide asset value stability or additional liquidity;

• the impact of equity markets on fee revenue;

• the downgrade of U.S. government-issued and other securities;

• changes in foreign exchange trading client volumes and volatility in foreign currency exchange rates, changes in the valuation of the U.S. dollar relative to other currencies in which Northern Trust records revenue or accrues expenses, and Northern Trust’s success in assessing and mitigating the risks arising from all such changes and volatility;

• a decline in the value of securities held in Northern Trust’s investment portfolio, particularly asset-backed securities, the liquidity and pricing of which may be negatively impacted by periods of economic turmoil and financial market disruptions;

• Northern Trust’s ability to address operating risks, including cyber-security or data security breach risks, human errors or omissions, pricing or valuation of securities, fraud, systems performance or defects, systems interruptions, and breakdowns in processes or internal controls;

• Northern Trust’s success in responding to and investing in changes and advancements in technology;

• a significant downgrade of any of Northern Trust’s debt ratings;

• the health and soundness of the financial institutions and other counterparties with which Northern Trust conducts business;

• uncertainties inherent in the complex and subjective judgments required to assess credit risk and establish appropriate allowances therefor;

• the pace and extent of continued globalization of investment activity and growth in worldwide financial assets;

• changes in interest rates or in the monetary or other policies of various regulatory authorities or central banks;

22

FORWARD-LOOKING STATEMENTS (continued)

• changes in the legal, regulatory and enforcement framework and oversight applicable to financial institutions, including changes that may affect leverage limits and risk-based capital and liquidity requirements, require financial institutions to pay higher assessments, expose financial institutions to certain liabilities of their subsidiary depository institutions, or restrict or increase the regulation of certain activities carried on by financial institutions, including Northern Trust;

• increased costs of compliance and other risks associated with changes in regulation, the current regulatory environment, and areas of increased regulatory emphasis and oversight in the United States and other countries, such as anti-money laundering, anti-bribery, and client privacy;

• failure to satisfy regulatory standards or to obtain regulatory approvals when required, including for the use and distribution of capital;

• changes in tax laws, accounting requirements or interpretations and other legislation in the United States or other countries that could affect Northern Trust or its clients;

• geopolitical risks and the risks of extraordinary events such as natural disasters, terrorist events and war, and the responses of the United States and other countries to those events;

• the referendum held in the United Kingdom in which voters approved a departure from the European Union, commonly referred to as “Brexit,” and any effects thereof on global economic conditions, global financial markets, and our business and results of operations;

• changes in the nature and activities of Northern Trust’s competition;

• Northern Trust’s success in maintaining existing business and continuing to generate new business in existing and targeted markets and its ability to deploy deposits in a profitable manner consistent with its liquidity requirements;

• Northern Trust’s ability to address the complex needs of a global client base and manage compliance with legal, tax, regulatory and other requirements;

• Northern Trust’s ability to maintain a product mix that achieves acceptable margins;

• Northern Trust’s ability to continue to generate investment results that satisfy clients and to develop an array of investment products;

• Northern Trust’s success in recruiting and retaining the necessary personnel to support business growth and expansion and maintain sufficient expertise to support increasingly complex products and services;

• Northern Trust’s success in controlling expenses and implementing revenue enhancement initiatives;

• uncertainties inherent in Northern Trust’s assumptions concerning its pension plan, including discount rates and expected contributions, returns and payouts;

• Northern Trust’s success in improving risk management practices and controls and managing risks inherent in its businesses, including credit risk, operational risk, market and liquidity risk, fiduciary risk, compliance risk and strategic risk;

• risks and uncertainties inherent in the litigation and regulatory process, including the possibility that losses may be in excess of Northern Trust’s recorded liability and estimated range of possible loss for litigation exposures;

• risks associated with being a holding company, including Northern Trust’s dependence on dividends from its principal subsidiary;

• the risk of damage to Northern Trust’s reputation which may undermine the confidence of clients, counterparties, rating agencies, and stockholders; and

• other factors identified elsewhere in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016, including those factors described in Item 1A, “Risk Factors,” and other filings with the SEC, all of which are available on Northern Trust’s website.

Actual results may differ materially from those expressed or implied by the forward-looking statements. The information contained herein is current only as of the date of that information. All forward-looking statements included in this document are based upon information presently available, and Northern Trust assumes no obligation to update its forward-looking statements.

23

Item 1. Consolidated Financial Statements (unaudited)

CONSOLIDATED BALANCE SHEETS NORTHERN TRUST CORPORATION

(In Millions Except Share Information)	March 31, 2017			December 31, 2016
	(Unaudited)
Assets
Cash and Due from Banks	$	4,649.2		$	5,332.0
Federal Reserve and Other Central Bank Deposits	25,959.5			26,674.2
Interest-Bearing Deposits with Banks	5,247.8			4,800.6
Federal Funds Sold and Securities Purchased under Agreements to Resell	1,933.8			1,974.3
Securities
Available for Sale	34,997.6			35,579.8
Held to Maturity (Fair value of $8,933.4 and $8,905.1)	8,938.4			8,921.1
Trading Account	1.4			0.3
Total Securities	43,937.4			44,501.2
Loans and Leases
Commercial	15,527.4			15,902.3
Personal	17,944.4			17,919.8
Total Loans and Leases (Net of unearned income of $39.1 and $41.2)	33,471.8			33,822.1
Allowance for Credit Losses Assigned to Loans and Leases	(162.0		)	(161.0		)
Buildings and Equipment	459.9			466.6
Client Security Settlement Receivables	1,559.9			1,043.7
Goodwill	519.3			519.4
Other Assets	3,912.1			4,953.8
Total Assets	$	121,488.7		$	123,926.9
Liabilities
Deposits
Demand and Other Noninterest-Bearing	$	20,698.6		$	22,190.4
Savings and Money Market	15,878.8			16,509.0
Savings Certificates and Other Time	1,346.8			1,331.7
Non U.S. Offices — Noninterest-Bearing	9,848.0			7,972.5
— Interest-Bearing	52,757.3			53,648.1
Total Deposits	100,529.5			101,651.7
Federal Funds Purchased	369.5			204.8
Securities Sold Under Agreements to Repurchase	433.2			473.7
Other Borrowings	4,077.1			5,109.5
Senior Notes	1,496.8			1,496.6
Long-Term Debt	1,321.8			1,330.9
Floating Rate Capital Debt	277.4			277.4
Other Liabilities	3,005.7			3,611.9
Total Liabilities	111,511.0			114,156.5
Stockholders’ Equity
Preferred Stock, No Par Value; Authorized 10,000,000 shares:
Series C, outstanding shares of 16,000	388.5			388.5
Series D, outstanding shares of 5,000	493.5			493.5
Common Stock, $1.66 2/3 Par Value; Authorized 560,000,000 shares;
Outstanding shares of 229,585,949 and 228,605,485	408.6			408.6
Additional Paid-In Capital	1,010.2			1,035.8
Retained Earnings	9,074.4			8,908.4
Accumulated Other Comprehensive Loss	(352.0		)	(370.0		)
Treasury Stock (15,585,575 and 16,566,039 shares, at cost)	(1,045.5		)	(1,094.4		)
Total Stockholders’ Equity	9,977.7			9,770.4
Total Liabilities and Stockholders’ Equity	$	121,488.7		$	123,926.9

See accompanying notes to the consolidated financial statements.

24

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) NORTHERN TRUST CORPORATION

	Three Months Ended March 31,
(In Millions Except Share Information)	2017			2016
Noninterest Income
Trust, Investment and Other Servicing Fees	$	808.2		$	748.2
Foreign Exchange Trading Income	48.1			60.5
Treasury Management Fees	14.7			16.2
Security Commissions and Trading Income	20.5			18.9
Other Operating Income	39.7			38.1
Investment Security Gains (Losses), net (Note)	(0.3		)	0.3
Total Noninterest Income	930.9			882.2
Net Interest Income
Interest Income	410.3			352.0
Interest Expense	56.8			44.2
Net Interest Income	353.5			307.8
Provision for Credit Losses	(1.0		)	2.0
Net Interest Income after Provision for Credit Losses	354.5			305.8
Noninterest Expense
Compensation	425.8			378.8
Employee Benefits	77.8			70.6
Outside Services	153.1			149.9
Equipment and Software	127.3			114.2
Occupancy	45.4			40.9
Other Operating Expense	65.1			74.4
Total Noninterest Expense	894.5			828.8
Income before Income Taxes	390.9			359.2
Provision for Income Taxes	114.8			113.8
Net Income	$	276.1		$	245.4
Preferred Stock Dividends	20.7			5.9
Net Income Applicable to Common Stock	$	255.4		$	239.5
Per Common Share
Net Income — Basic	$	1.10		$	1.03
— Diluted	1.09			1.03
Average Number of Common Shares Outstanding                      — Basic	229,059,540			228,619,089
— Diluted	230,630,876			229,797,945
Note:  Changes in Other-Than-Temporary-Impairment (OTTI) Losses	$	(0.1	)	$	—
Other Security Gains (Losses), net	(0.2		)	0.3
Investment Security Gains (Losses), net	$	(0.3	)	$	0.3

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)	NORTHERN TRUST CORPORATION
		Three Months Ended March 31,
(In Millions)		2017			2016
Net Income		$	276.1		$	245.4
Other Comprehensive Income (Loss) (Net of Tax and Reclassifications)
Net Unrealized Gains on Securities Available for Sale		19.3			74.7
Net Unrealized (Losses) Gains on Cash Flow Hedges		(5.3		)	6.1
Foreign Currency Translation Adjustments		2.0			3.9
Pension and Other Postretirement Benefit Adjustments		2.0			4.1
Other Comprehensive Income		18.0			88.8
Comprehensive Income		$	294.1		$	334.2

See accompanying notes to the consolidated financial statements.

25

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) NORTHERN TRUST CORPORATION

	Three Months Ended March 31,
(In Millions)	2017			2016
Preferred Stock
Series D, Balance at January 1 and March 31	$	882.0		$	388.5
Issuance of Preferred Stock, Series D	—			—
Balance at March 31	882.0			388.5
Common Stock
Balance at January 1 and March 31	408.6			408.6
Additional Paid-in Capital
Balance at January 1	1,035.8			1,072.3
Treasury Stock Transactions — Stock Options and Awards	(81.8		)	(71.2		)
Stock Options and Awards — Amortization	56.2			26.4
Stock Options and Awards — Tax Benefit	—			(9.0		)
Balance at March 31	1,010.2			1,018.5
Retained Earnings
Balance at January 1	8,908.4			8,242.8
Net Income	276.1			245.4
Dividends Declared — Common Stock	(89.4		)	(83.9		)
Dividends Declared — Preferred Stock	(20.7		)	(5.9		)
Balance at March 31	9,074.4			8,398.4
Accumulated Other Comprehensive Income (Loss)
Balance at January 1	(370.0		)	(372.7		)
Net Unrealized Gains on Securities Available for Sale	19.3			74.7
Net Unrealized Gains (Losses) on Cash Flow Hedges	(5.3		)	6.1
Foreign Currency Translation Adjustments	2.0			3.9
Pension and Other Postretirement Benefit Adjustments	2.0			4.1
Balance at March 31	(352.0		)	(283.9		)
Treasury Stock
Balance at January 1	(1,094.4		)	(1,033.6		)
Stock Options and Awards	119.0			76.6
Stock Purchased	(70.1		)	(140.3		)
Balance at March 31	(1,045.5		)	(1,097.3		)
Total Stockholders’ Equity at March 31	$	9,977.7		$	8,832.8

See accompanying notes to the consolidated financial statements.

26

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) NORTHERN TRUST CORPORATION

	Three Months Ended March 31,
(In Millions)	2017			2016
Cash Flows from Operating Activities:
Net Income	$	276.1		$	245.4
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Investment Security Losses (Gains), net	0.3			(0.3		)
Amortization and Accretion of Securities and Unearned Income, net	18.9			12.5
Provision for Credit Losses	(1.0		)	2.0
Depreciation on Buildings and Equipment	23.3			22.4
Amortization of Computer Software	75.6			65.8
Amortization of Intangibles	2.4			2.1
Pension Plan Contributions	(11.5		)	(9.1		)
Change in Receivables	(5.6		)	(95.4		)
Change in Interest Payable	5.9			2.3
Change in Collateral With Derivative Counterparties, net	572.5			(200.1		)
Other Operating Activities, net	(172.2		)	(343.1		)
Net Cash Provided by (Used in) Operating Activities	784.7			(295.5		)
Cash Flows from Investing Activities:
Net Change in Federal Funds Sold and Securities Purchased under Agreements to Resell	52.7			(143.9		)
Change in Interest-Bearing Deposits with Banks	(327.8		)	721.9
Net Change in Federal Reserve and Other Central Bank Deposits	767.1			1,987.3
Purchases of Securities — Held to Maturity	(2,284.1		)	(1,287.7		)
Proceeds from Maturity and Redemption of Securities — Held to Maturity	2,450.9			726.3
Purchases of Securities — Available for Sale	(2,633.6		)	(3,285.2		)
Proceeds from Sale, Maturity and Redemption of Securities — Available for Sale	3,235.9			2,416.6
Change in Loans and Leases	153.0			(950.6		)
Purchases of Buildings and Equipment	(14.3		)	(12.0		)
Purchases and Development of Computer Software	(79.9		)	(65.0		)
Change in Client Security Settlement Receivables	(519.8		)	261.0
Other Investing Activities, net	226.4			293.8
Net Cash Provided by Investing Activities	1,026.5			662.5
Cash Flows from Financing Activities:
Change in Deposits	(1,671.8		)	388.6
Change in Federal Funds Purchased	164.7			(88.2		)
Change in Securities Sold under Agreements to Repurchase	(40.4		)	(39.5		)
Change in Short-Term Other Borrowings	(1,030.6		)	(27.1		)
Repayments of Senior Notes and Long-Term Debt	(3.8		)	(1.4		)
Treasury Stock Purchased	(70.1		)	(140.3		)
Net Proceeds from Stock Options	37.2			5.3
Cash Dividends Paid on Common Stock	(86.9		)	(82.8		)
Cash Dividends Paid on Preferred Stock	(5.9		)	(5.9		)
Other Financing Activities, net	—			(8.9		)
Net Cash Used in Financing Activities	(2,707.6		)	(0.2		)
Effect of Foreign Currency Exchange Rates on Cash	213.6			203.1
(Decrease) Increase in Cash and Due from Banks	(682.8		)	569.9
Cash and Due from Banks at Beginning of Year	5,332.0			6,418.5
Cash and Due from Banks at End of Period	$	4,649.2		$	6,988.4
Supplemental Disclosures of Cash Flow Information:
Interest Paid	$	50.8		$	41.8
Income Taxes Paid	43.5			215.0
Transfers from Loans to OREO	2.3			4.6

See accompanying notes to the consolidated financial statements.

27

Notes to Consolidated Financial Statements (unaudited)

Note 1 – Basis of Presentation

The consolidated financial statements include the accounts of Northern Trust Corporation (the Corporation) and its wholly-owned subsidiary, The Northern Trust Company (the Bank), and various other wholly-owned subsidiaries of the Corporation and the Bank. Throughout the notes, the term “Northern Trust” refers to the Corporation and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements, as of and for the periods ended March 31, 2017 and 2016, have not been audited by the Corporation’s independent registered public accounting firm. In the opinion of management, all accounting entries and adjustments, including normal recurring accruals, necessary for a fair presentation of the financial position and the results of operations for the interim periods have been made. The accounting and financial reporting policies of Northern Trust conform to U.S. generally accepted accounting principles (GAAP) and reporting practices prescribed by the banking industry. The consolidated statements of income include results of acquired subsidiaries from the dates of acquisition. Certain amounts in prior periods have been reclassified to conform with the current year’s presentation. For a description of Northern Trust’s significant accounting policies, refer to Note 1 of the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2016.

Change in Presentation. Based on the increase in trade clearing activity taking place outside of the United States, during the year ended December 31, 2016, Northern Trust became a participant in the Clearing House Automated Payment System (CHAPS) in the United Kingdom. In addition, Northern Trust anticipates becoming a participant in the European solution for securities settlements, the Target 2 Securities (T2S) platform, in 2017. As a part of the implementation of these programs, management assessed the nature of Northern Trust’s deposits with non-U.S. central banks and determined that they were similar to the deposits Northern Trust has with the U.S. Federal Reserve System (Federal Reserve). As such, during the year ended December 31, 2016, the presentation of non-U.S. central bank deposits was combined with the presentation of Federal Reserve deposits on a single financial statement line, Federal Reserve and Other Central Bank Deposits, on the face of the consolidated balance sheets. Northern Trust determined that this change in presentation was material to the financial statements and has revised the prior-period presentation of the consolidated balance sheets, statements of cash flows and applicable notes to the financial statements. This change in presentation has no impact on the consolidated statements of income, comprehensive income or changes in stockholders’ equity.

The table below shows the effect of the change in presentation on the Corporation’s consolidated statements of cash flows and related footnotes for the three months ended March 31, 2016.

Table 30: Change in Presentation

Consolidated Statements of Cash Flows	Three Months Ended March 31, 2016
(In Millions)	Previously Reported		Adjustment			Revised
Change in Interest-Bearing Deposits with Banks	$	716.7	$	5.2		$	721.9
Net Change in Federal Reserve Deposits	1,983.2		(1,983.2		)	—
Net Change in Federal Reserve and Other Central Bank Deposits	—		1,987.3			1,987.3
Net Cash Provided by Investing Activities	653.2		9.3			662.5
Effect of Foreign Currency Exchange Rates on Cash	202.9		0.2			203.1
Increase in Cash and Due from Banks	560.4		9.5			569.9
Cash and Due from Banks at Beginning of Year	6,444.6		(26.1		)	6,418.5
Cash and Due from Banks at End of Period	7,005.0		(16.6		)	6,988.4

Footnote 14 Net Interest Income	Three Months Ended March 31, 2016
(In Millions)	Previously Reported		Adjustment			Revised
Interest-Bearing Due from and Deposits with Banks	$	23.7	$	(6.2	)	$	17.5
Federal Reserve Deposits and Other	23.0		(23.0		)	—
Federal Reserve and Other Central Bank Deposits	$	—	$	29.2		$	29.2

28

Notes to Consolidated Financial Statements (unaudited) (continued)

Adoption of ASU No. 2016-09. The Corporation adopted ASU No. 2016-09 on July 1, 2016 with an effective date of January 1, 2016, which resulted in a reclassification $3.6 million from additional paid-in capital to provision for income taxes, representing excess tax benefits previously recognized in additional paid-in-capital during the three months ended March 31, 2016.

Adoption of the standard impacted the Corporation’s previously reported quarterly results as follows:

	Three Months Ended
	March 31, 2016
($ In Millions except per share data)	As Reported			As Adjusted
Provision for Income Taxes	$	117.4		$	113.8
Net Income	241.8			245.4
Earnings Allocated to Participating Securities	4.1			4.1
Net Income Applicable to Common Stock	235.9			239.5
Effective Tax Rate	32.7		%	31.7		%
Basic Earnings per Share	1.01			1.03
Diluted Earnings per Share	1.01			1.03
Diluted Weighted Average Shares Outstanding (000s)	229,980			229,798
Additional Paid-In Capital	1,022.1			1,018.5
Retained Earnings	8,394.8			8,398.4

Note 2 –Recent Accounting Pronouncements

On January 1, 2017, the Corporation adopted ASU 2016-05, “Derivatives and Hedging (Topics 815): Effects of Derivative Contract Novations on Existing Hedge Accounting Relationships (a consensus of the Emerging Issues Task Force)” (ASU 2016-05). ASU 2016-05 clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815, does not, in and of itself, require dedesignation of that hedging relationship provided all other hedge accounting criteria continue to be met. Upon adoption of ASU 2016-05, the Corporation did not dedesignate any hedging relationships due to change in counterparty and therefore there was no impact to its consolidated financial condition or results of operations.

On January 1, 2017, the Corporation adopted ASU 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (a consensus of the Emerging Issues Task Force)” (ASU 2016-06). The amendments in ASU 2016-06 clarify what steps are required when assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to the economic characteristics and risks of their debt hosts, which is one of the criteria for bifurcating an embedded derivative. The Corporation currently applies the approach for analyzing potential embedded derivative instruments in debt instruments detailed in ASU 2016-06 and therefore upon adoption there was no impact to its consolidated financial condition or results of operations.

On January 1, 2017, the Corporation adopted ASU 2016-07, “Investments - Equity Method and Joint Ventures (Topic 323), Simplifying the Transition to the Equity Method of Accounting” (ASU 2016-07), which requires that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Upon adoption of ASU 2016-07, the Corporation did not hold an interest in an investee that subsequently qualified for the use of the equity method and therefore there was no impact to the Corporation’s consolidated financial condition or results of operations.

On January 1, 2017, the Corporation adopted ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control” (ASU 2016-17). Under ASU 2016-17, a single decision maker evaluating whether it is the primary beneficiary of a variable interest entity will consider its indirect interests held by related parties that are under common control on a proportionate basis. Upon adoption of ASU 2016-17, there was no impact to the Corporation’s consolidated financial condition or results of operations.

29

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 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, 2017 or the year ended December 31, 2016.

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 predominantly by external pricing vendors. Prices received from vendors are compared to other vendor and third-party prices. If a security price obtained from a pricing vendor is determined to exceed pre-determined tolerance levels that are assigned based on an asset type’s characteristics, the exception is researched and, if the price is not able to be validated, an alternate pricing vendor is utilized, consistent with Northern Trust’s pricing source hierarchy. As of March 31, 2017, Northern Trust’s available for sale securities portfolio included 1,434 Level 2 securities with an aggregate market value of $28.2 billion. All 1,434 securities were valued by external pricing vendors. As of December 31, 2016, Northern Trust’s available for sale securities portfolio included 1,409 Level 2 securities with an aggregate market value of $28.1 billion. All 1,409 securities were valued by external pricing vendors. Trading account securities, which totaled $1.4 million and $0.3 million as of March 31, 2017 and December 31, 2016, respectively, were all valued using external pricing vendors.

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; 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 arrangements or similar 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, Northern Trust uses external pricing vendors that incorporate transaction details and market based inputs such as past auction results, trades and bids. The significant unobservable inputs used in the fair value measurement are the prices of the securities supported by little market activity and for which trading is limited.

Northern Trust’s Level 3 liabilities consist of swaps that Northern Trust entered into with the purchaser of 1.1 million and 1.0 million shares of Visa Inc. Class B common stock (Visa Class B common shares) previously held by Northern Trust and sold in June 2016 and 2015, respectively. Pursuant to the swaps, Northern Trust retains the risks associated with the ultimate conversion of the Visa Class B common shares into shares of Visa Inc. Class A common stock (Visa Class A common shares), such that the counterparty will be compensated for any dilutive adjustments to the conversion ratio and Northern Trust will be compensated for any anti-dilutive adjustments to the ratio. The swaps also require periodic payments from Northern Trust to the counterparty calculated by reference to the market price of Visa Class A common shares and a fixed rate of interest. The fair value of the swaps is determined using a discounted cash flow methodology. The significant unobservable inputs used in the fair value measurement are Northern Trust’s own assumptions about estimated changes in the conversion rate of the Visa Class B common shares into

30

Notes to Consolidated Financial Statements (unaudited) (continued)

Visa Class A common shares, the date on which such conversion is expected to occur and the estimated growth rate of the Visa Class A common share price. See “Visa Class B Common Shares” under Note 19 — “Contingent Liabilities” for further information.

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.

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, 2017 and December 31, 2016.

Table 31: Level 3 Significant Unobservable Inputs

	March 31, 2017
Financial Instrument	Fair Value			Valuation Technique	Unobservable Inputs	Range of Inputs
Auction Rate Securities	$	4.3	million	Comparables	Price	$84		—	99
Swaps Related to Sale of Certain Visa Class B Common Shares	$	26.4	million	Discounted Cash Flow	Visa Class A Appreciation	7.0	%	—	11.0%
					Conversion Rate	1.63x		—	1.65x
					Expected Duration	1.25		—	4.25 years

	December 31, 2016
Financial Instrument	Fair Value			Valuation Technique	Unobservable Inputs	Range of Inputs
Auction Rate Securities	$	4.7	million	Comparables	Price	$84		—	99
Swap Related to Sale of Certain Visa Class B Common Shares	$	25.2	million	Discounted Cash Flow	Visa Class A Appreciation	7.0	%	—	11.0%
					Conversion Rate	1.63x		—	1.65x
					Expected Duration	1.50		—	4.50 years

31

Notes to Consolidated Financial Statements (unaudited) (continued)

The following tables present assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016, segregated by fair value hierarchy level.

Table 32: Recurring Basis Hierarchy Leveling

(In Millions)	Level 1		Level 2		Level 3		Netting			Assets/Liabilities at Fair Value
March 31, 2017
Securities
Available for Sale
U.S. Government	$	6,830.2	$	—	$	—	$	—		$	6,830.2
Obligations of States and Political Subdivisions	—		951.5		—		—			951.5
Government Sponsored Agency	—		17,936.4		—		—			17,936.4
Non-U.S. Government	—		218.1		—		—			218.1
Corporate Debt	—		3,559.0		—		—			3,559.0
Covered Bonds	—		884.9		—		—			884.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	—		1,761.3		—		—			1,761.3
Other Asset-Backed	—		2,351.9		—		—			2,351.9
Auction Rate	—		—		4.3		—			4.3
Commercial Mortgage-Backed	—		456.2		—		—			456.2
Other	—		43.8		—		—			43.8
Total Available for Sale	6,830.2		28,163.1		4.3		—			34,997.6
Trading Account	—		1.4		—		—			1.4
Total Available for Sale and Trading Securities	6,830.2		28,164.5		4.3		—			34,999.0
Other Assets
Derivative Assets
Foreign Exchange Contracts	—		1,882.3		—		—			1,882.3
Interest Rate Contracts	—		116.2		—		—			116.2
Total Derivative Assets	—		1,998.5		—		(1,352.5		)	646.0
Other Liabilities
Derivative Liabilities
Foreign Exchange Contracts	—		1,874.7		—		—			1,874.7
Interest Rate Contracts	—		84.8		—		—			84.8
Other Financial Derivatives (1)	—		—		26.4		—			26.4
Total Derivative Liabilities	$	—	$	1,959.5	$	26.4	$	(1,148.7	)	$	837.2

Note: Northern Trust has elected to net derivative assets and liabilities when legally enforceable master netting arrangements or similar agreements exist between Northern Trust and the counterparty. As of March 31, 2017, derivative assets and liabilities shown above also include reductions of $411.0 million and $207.2 million, respectively, as a result of cash collateral received from and deposited with derivative counterparties.

⁽¹⁾  This line consists of swaps related to the sale of certain Visa Class B common shares.

32

Notes to Consolidated Financial Statements (unaudited) (continued)

(In Millions)	Level 1		Level 2		Level 3		Netting			Assets/Liabilities at Fair Value
December 31, 2016
Securities
Available for Sale
U.S. Government	$	7,522.6	$	—	$	—	$	—		$	7,522.6
Obligations of States and Political Subdivisions	—		885.2		—		—			885.2
Government Sponsored Agency	—		17,892.8		—		—			17,892.8
Non-U.S. Government	—		417.9		—		—			417.9
Corporate Debt	—		3,765.2		—		—			3,765.2
Covered Bonds	—		1,143.9		—		—			1,143.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	—		1,340.7		—		—			1,340.7
Other Asset-Backed	—		2,085.1		—		—			2,085.1
Auction Rate	—		—		4.7		—			4.7
Commercial Mortgage-Backed	—		471.6		—		—			471.6
Other	—		50.1		—		—			50.1
Total Available for Sale	7,522.6		28,052.5		4.7		—			35,579.8
Trading Account	—		0.3		—		—			0.3
Total Available for Sale and Trading Securities	7,522.6		28,052.8		4.7		—			35,580.1
Other Assets
Derivative Assets
Foreign Exchange Contracts	—		3,609.6		—		—			3,609.6
Interest Rate Contracts	—		247.2		—		—			247.2
Total Derivative Assets	—		3,856.8		—		(2,170.4		)	1,686.4
Other Liabilities
Derivative Liabilities
Foreign Exchange Contracts	—		3,242.9		—		—			3,242.9
Interest Rate Contracts	—		108.0		—		—			108.0
Other Financial Derivatives (1)	—		—		25.2		—			25.2
Total Derivative Liabilities	$	—	$	3,350.9	$	25.2	$	(2,431.2	)	$	944.9

Note: Northern Trust has elected to net derivative assets and liabilities when legally enforceable master netting arrangements or similar agreements exist between Northern Trust and the counterparty. As of December 31, 2016, derivative assets and liabilities shown above also include reductions of $461.3 million and $722.1 million, respectively, as a result of cash collateral received from and deposited with derivative counterparties.

⁽¹⁾ This line consists of swaps related to the sale of certain Visa Class B common shares.

33

Notes to Consolidated Financial Statements (unaudited) (continued)

The following tables present the changes in Level 3 assets and liabilities for the three months ended March 31, 2017 and 2016.

Table 33: Changes in Level 3 Assets

Level 3 Assets (In Millions)	Auction Rate Securities
Three Months Ended March 31,	2017			2016
Fair Value at January 1	$	4.7		$	17.1
Total Gains (Losses):
Included in Earnings	—			—
Included in Other Comprehensive Income (1)	—			(0.4		)
Purchases, Issues, Sales, and Settlements
Sales	—			(0.1		)
Settlements	(0.4		)	—
Fair Value at March 31	$	4.3		$	16.6

⁽¹⁾  Unrealized gains (losses) are included in net unrealized gains (losses) on securities available for sale in the consolidated statements of comprehensive income.

Table 34: Changes in Level 3 Liabilities

Level 3 Liabilities (In Millions)	Swaps Related to Sale of Certain Visa Class B Common Shares
Three Months Ended March 31,	2017			2016
Fair Value at January 1	$	25.2		$	10.8
Total (Gains) Losses:
Included in Earnings (1)	2.9			(0.3		)
Included in Other Comprehensive Income	—			—
Purchases, Issues, Sales, and Settlements
Purchases	—			—
Settlements	(1.7		)	(0.8		)
Fair Value at March 31	$	26.4		$	9.7

⁽¹⁾  (Gains) losses are recorded in other operating income in the consolidated statements of income.

During the three months ended March 31, 2017 and 2016, 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 disclose separately these subsequent fair value measurements and to classify them under the fair value hierarchy.

Assets measured at fair value on a nonrecurring basis at March 31, 2017 and 2016, all of which were categorized as Level 3 under the fair value hierarchy, were comprised of impaired loans whose values were based on real estate and other available collateral, and of other real estate owned (OREO) properties. Fair values of real-estate loan collateral 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 realizable value. Other loan collateral, which typically consists of accounts receivable, inventory and equipment, is valued using a market approach adjusted for asset-specific characteristics and in limited instances third-party valuations are used. OREO assets are carried at the lower of cost or fair value less estimated costs to sell, with fair value typically based on third-party appraisals.

Collateral-based impaired loans and OREO assets that have been adjusted to fair value totaled $28.7 million and $0.6 million, respectively, at March 31, 2017, and $10.1 million and $2.5 million, respectively, at March 31, 2016. Assets measured at fair value on a nonrecurring basis reflect management’s judgment as to realizable value.

34

Notes to Consolidated Financial Statements (unaudited) (continued)

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, 2017 and December 31, 2016.

Table 35: Level 3 Nonrecurring Basis Significant Unobservable Inputs

	March 31, 2017
Financial Instrument	Fair Value	Valuation Technique	Unobservable Input	Range of Discounts Applied
Loans	$28.7 million	Market Approach	Discount to reflect realizable value	15.0	%	-	25.0%
OREO	$0.6 million	Market Approach	Discount to reflect realizable value	15.0	%	-	20.0%

	December 31, 2016
Financial Instrument	Fair Value	Valuation Technique	Unobservable Input	Range of Discounts Applied
Loans	$6.7 million	Market Approach	Discount to reflect realizable value	15.0	%	-	25.0%
OREO	$0.7 million	Market Approach	Discount to reflect realizable value	15.0	%	-	20.0%

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 in Northern Trust’s consolidated balance sheets 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, excluding U.S. treasury securities, were obtained from external pricing vendors, or in limited cases internally, using widely accepted models which are based on an income approach (discounted cash flow) that incorporates current market yield curves. The fair values of U.S. treasury securities were determined using quoted, active market prices for identical securities.

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. Loans held for sale are recorded at the lower of cost or fair value.

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.

35

Notes to Consolidated Financial Statements (unaudited) (continued)

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 and other central bank deposits; 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). The fair values of demand, noninterest-bearing, savings, and money market deposits represent the amounts payable on demand as of the reporting date, although such deposits are typically priced at a premium in banking industry consolidations.

36

Notes to Consolidated Financial Statements (unaudited) (continued)

The following tables summarize the fair values of all financial instruments.

Table 36: Fair Value of Financial Instruments

(In Millions)	March 31, 2017
	Book Value		Total Fair Value		Fair Value
					Level 1		Level 2		Level 3
Assets
Cash and Due from Banks	$	4,649.2	$	4,649.2	$	4,649.2	$	—	$	—
Federal Reserve and Other Central Bank Deposits	25,959.5		25,959.5		—		25,959.5		—
Interest-Bearing Deposits with Banks	5,247.8		5,247.8		—		5,247.8		—
Federal Funds Sold and Resell Agreements	1,933.8		1,933.8		—		1,933.8		—
Securities
Available for Sale (Note)	34,997.6		34,997.6		6,830.2		28,163.1		4.3
Held to Maturity	8,938.4		8,933.4		6.0		8,927.4		—
Trading Account	1.4		1.4		—		1.4		—
Loans (excluding Leases)
Held for Investment	33,056.5		33,151.9		—		—		33,151.9
Held for Sale	—		—		—		—		—
Client Security Settlement Receivables	1,559.9		1,559.9		—		1,559.9		—
Other Assets
Federal Reserve and Federal Home Loan Bank Stock	158.1		158.1		—		158.1		—
Community Development Investments	209.8		209.8		—		209.8		—
Employee Benefit and Deferred Compensation	185.2		182.3		118.3		64.0		—
Liabilities
Deposits
Demand, Noninterest-Bearing, Savings and Money Market	$	46,425.4	$	46,425.4	$	46,425.4	$	—	$	—
Savings Certificates and Other Time	1,346.8		1,351.4		—		1,351.4		—
Non U.S. Offices Interest-Bearing	52,757.3		52,757.3		—		52,757.3		—
Federal Funds Purchased	369.5		369.5		—		369.5		—
Securities Sold under Agreements to Repurchase	433.2		433.2		—		433.2		—
Other Borrowings	4,077.1		4,079.7		—		4,079.7		—
Senior Notes	1,496.8		1,537.3		—		1,537.3		—
Long Term Debt (excluding Leases)
Subordinated Debt	1,302.5		1,315.5		—		1,315.5		—
Floating Rate Capital Debt	277.4		252.6		—		252.6		—
Other Liabilities
Standby Letters of Credit	36.8		36.8		—		—		36.8
Loan Commitments	37.5		37.5		—		—		37.5
Derivative Instruments
Asset/Liability Management
Foreign Exchange Contracts
Assets	$	30.5	$	30.5	$	—	$	30.5	$	—
Liabilities	42.1		42.1		—		42.1		—
Interest Rate Contracts
Assets	39.4		39.4		—		39.4		—
Liabilities	17.5		17.5		—		17.5		—
Other Financial Derivatives
Liabilities (1)	26.4		26.4		—		—		26.4
Client-Related and Trading
Foreign Exchange Contracts
Assets	1,851.8		1,851.8		—		1,851.8		—
Liabilities	1,832.6		1,832.6		—		1,832.6		—
Interest Rate Contracts
Assets	76.8		76.8		—		76.8		—
Liabilities	67.3		67.3		—		67.3		—

Note: Refer to the table located on page 32 for the disaggregation of available for sale securities.

⁽¹⁾ This line consists of swaps related to the sale of certain Visa Class B common shares.

37

Notes to Consolidated Financial Statements (unaudited) (continued)

(In Millions)	December 31, 2016
	Book Value		Total Fair Value		Fair Value
					Level 1		Level 2		Level 3
Assets
Cash and Due from Banks	$	5,332.0	$	5,332.0	$	5,332.0	$	—	$	—
Federal Reserve and Other Central Bank Deposits	26,674.2		26,674.2		—		26,674.2		—
Interest-Bearing Deposits with Banks	4,800.6		4,800.6		—		4,800.6		—
Federal Funds Sold and Resell Agreements	1,974.3		1,974.3		—		1,974.3		—
Securities
Available for Sale (Note)	35,579.8		35,579.8		7,522.6		28,052.5		4.7
Held to Maturity	8,921.1		8,905.1		15.0		8,890.1		—
Trading Account	0.3		0.3		—		0.3		—
Loans (excluding Leases)
Held for Investment	33,354.1		33,471.3		—		—		33,471.3
Held for Sale	13.4		13.4		—		—		13.4
Client Security Settlement Receivables	1,043.7		1,043.7		—		1,043.7		—
Other Assets
Federal Reserve and Federal Home Loan Bank Stock	203.1		203.1		—		203.1		—
Community Development Investments	218.9		215.5		—		215.5		—
Employee Benefit and Deferred Compensation	166.2		162.5		107.2		55.3		—
Liabilities
Deposits
Demand, Noninterest-Bearing, Savings and Money Market	$	46,671.9	$	46,671.9	$	46,671.9	$	—	$	—
Savings Certificates and Other Time	1,331.7		1,337.5		—		1,337.5		—
Non U.S. Offices Interest-Bearing	53,648.1		53,648.1		—		53,648.1		—
Federal Funds Purchased	204.8		204.8		—		204.8		—
Securities Sold under Agreements to Repurchase	473.7		473.7		—		473.7		—
Other Borrowings	5,109.5		5,113.4		—		5,113.4		—
Senior Notes	1,496.6		1,535.5		—		1,535.5		—
Long Term Debt (excluding Leases)
Subordinated Debt	1,307.9		1,316.0		—		1,316.0		—
Floating Rate Capital Debt	277.4		251.0		—		251.0		—
Other Liabilities
Standby Letters of Credit	37.2		37.2		—		—		37.2
Loan Commitments	41.2		41.2		—		—		41.2
Derivative Instruments
Asset/Liability Management
Foreign Exchange Contracts
Assets	$	335.4	$	335.4	$	—	$	335.4	$	—
Liabilities	21.2		21.2		—		21.2		—
Interest Rate Contracts
Assets	160.2		160.2		—		160.2		—
Liabilities	22.8		22.8		—		22.8		—
Other Financial Derivatives
Liabilities (1)	25.2		25.2		—		—		25.2
Client-Related and Trading
Foreign Exchange Contracts
Assets	3,274.2		3,274.2		—		3,274.2		—
Liabilities	3,221.7		3,221.7		—		3,221.7		—
Interest Rate Contracts
Assets	87.0		87.0		—		87.0		—
Liabilities	85.2		85.2		—		85.2		—

Note: Refer to the table located on page 33 for the disaggregation of available for sale securities.

⁽¹⁾ This line consists of swaps related to the sale of certain Visa Class B common shares.

38

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 4 – Securities

The following tables provide the amortized cost and fair values of securities at March 31, 2017 and December 31, 2016.

Table 37: Reconciliation of Amortized Cost to Fair Value of Securities Available for Sale

Securities Available for Sale	March 31, 2017
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)			Gains		Losses
U.S. Government	$	6,815.5	$	27.9	$	13.2	$	6,830.2
Obligations of States and Political Subdivisions	953.2		0.2		1.9		951.5
Government Sponsored Agency	17,947.4		52.6		63.6		17,936.4
Non-U.S. Government	219.8		—		1.7		218.1
Corporate Debt	3,578.0		3.6		22.6		3,559.0
Covered Bonds	887.3		1.1		3.5		884.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,761.0		3.1		2.8		1,761.3
Other Asset-Backed	2,349.0		4.4		1.5		2,351.9
Auction Rate	4.6		—		0.3		4.3
Commercial Mortgage-Backed	459.1		—		2.9		456.2
Other	43.8		—		—		43.8
Total	$	35,018.7	$	92.9	$	114.0	$	34,997.6

Securities Available for Sale	December 31, 2016
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)			Gains		Losses
U.S. Government	$	7,514.5	$	22.4	$	14.3	$	7,522.6
Obligations of States and Political Subdivisions	890.8		—		5.6		885.2
Government Sponsored Agency	17,914.1		49.3		70.6		17,892.8
Non-U.S. Government	420.0		—		2.1		417.9
Corporate Debt	3,787.4		2.6		24.8		3,765.2
Covered Bonds	1,148.6		0.8		5.5		1,143.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,343.6		0.9		3.8		1,340.7
Other Asset-Backed	2,083.7		2.7		1.3		2,085.1
Auction Rate	5.0		—		0.3		4.7
Commercial Mortgage-Backed	474.1		—		2.5		471.6
Other	50.1		—		—		50.1
Total	$	35,631.9	$	78.7	$	130.8	$	35,579.8

39

Notes to Consolidated Financial Statements (unaudited) (continued)

Table 38: Reconciliation of Amortized Cost to Fair Value of Securities Held to Maturity

Securities Held to Maturity	March 31, 2017
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)			Gains		Losses
U.S Government	$	6.0	$	—	$	—	$	6.0
Obligations of States and Political Subdivisions	49.0		2.6		—		51.6
Government Sponsored Agency	6.8		0.5		—		7.3
Corporate Debt	252.6		0.1		0.4		252.3
Covered Bonds	2,295.6		11.6		2.7		2,304.5
Non-U.S. Government	3,282.6		6.6		0.4		3,288.8
Certificates of Deposit	306.5		—		—		306.5
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	2,422.3		10.8		1.3		2,431.8
Other Asset-Backed	186.4		1.6		—		188.0
Other	130.6		—		34.0		96.6
Total	$	8,938.4	$	33.8	$	38.8	$	8,933.4

Securities Held to Maturity	December 31, 2016
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)			Gains		Losses
U.S Government	$	15.0	$	—	$	—	$	15.0
Obligations of States and Political Subdivisions	63.6		2.7		—		66.3
Government Sponsored Agency	7.4		0.5		—		7.9
Corporate Debt	231.2		0.2		0.4		231.0
Covered Bonds	2,051.6		10.1		3.7		2,058.0
Non-U.S. Government	3,517.5		4.9		2.3		3,520.1
Certificates of Deposit	606.0		0.2		0.1		606.1
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	2,154.7		10.5		2.8		2,162.4
Other Asset-Backed	143.4		0.1		—		143.5
Other	130.7		—		35.9		94.8
Total	$	8,921.1	$	29.2	$	45.2	$	8,905.1

Securities held to maturity consist of debt securities that management intends to, and Northern Trust has the ability to, hold until maturity.

40

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table provides the remaining maturity of securities as of March 31, 2017.

Table 39: Remaining Maturity of Securities Available for Sale and Held to Maturity

	March 31, 2017
(In Millions)	Amortized Cost		Fair Value
Available for Sale
Due in One Year or Less	$	6,665.1	$	6,660.1
Due After One Year Through Five Years	21,136.2		21,124.3
Due After Five Years Through Ten Years	6,015.5		6,017.7
Due After Ten Years	1,201.9		1,195.5
Total	35,018.7		34,997.6
Held to Maturity
Due in One Year or Less	2,914.6		2,916.9
Due After One Year Through Five Years	5,764.1		5,783.4
Due After Five Years Through Ten Years	201.2		200.2
Due After Ten Years	58.5		32.9
Total	$	8,938.4	$	8,933.4

Note: Mortgage-backed and asset-backed securities are included in the above table taking into account anticipated future prepayments.

Investment Security Gains / Losses. Net investment security losses of $0.3 million were recognized in the three months ended March 31, 2017, which include $0.1 million of charges related to the other-than-temporary impairment (OTTI) of certain Community Reinvestment ACT (CRA) eligible held to maturity securities. Net investment security gains of$0.3 million were recognized in the three months ended March 31, 2016. For three months ended March 31, 2017, proceeds of $541.3 million were received from the sale of securities resulting in gross realized losses of $0.2 million. For the three months ended March 31, 2016, proceeds of $513.6 million were received from the sale of securities, resulting in realized gross gains of $0.3 million.

41

Notes to Consolidated Financial Statements (unaudited) (continued)

Securities with Unrealized Losses. The following tables provide information regarding securities that had been in a continuous unrealized loss position for less than twelve months and for twelve months or longer as of March 31, 2017 and December 31, 2016.

Table 40: Securities with Unrealized Losses

Securities with Unrealized Losses as of March 31, 2017	Less than 12 Months				12 Months or Longer				Total
(In Millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Government	$	1,701.3	$	13.2	$	—	$	—	$	1,701.3	$	13.2
Obligations of States and Political Subdivisions	750.1		1.9		—		—		750.1		1.9
Government Sponsored Agency	7,455.5		51.5		2,433.8		12.1		9,889.3		63.6
Non-U.S. Government	1,729.3		2.1		—		—		1,729.3		2.1
Corporate Debt	1,555.2		9.6		807.3		13.4		2,362.5		23.0
Covered Bonds	829.3		6.0		139.2		0.2		968.5		6.2
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,089.2		3.4		249.3		0.7		1,338.5		4.1
Other Asset-Backed	714.5		1.5		—		—		714.5		1.5
Auction Rate	0.4		0.1		3.8		0.2		4.2		0.3
Commercial Mortgage-Backed	439.3		2.9		—		—		439.3		2.9
Other	48.4		14.1		51.6		19.9		100.0		34.0
Total	$	16,312.5	$	106.3	$	3,685.0	$	46.5	$	19,997.5	$	152.8

Securities with Unrealized Losses as of December 31, 2016	Less than 12 Months				12 Months or Longer				Total
(In Millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Government	$	1,603.0	$	14.3	$	—	$	—	$	1,603.0	$	14.3
Obligations of States and Political Subdivisions	865.3		5.6		—		—		865.3		5.6
Government Sponsored Agency	8,252.5		58.5		2,121.0		12.1		10,373.5		70.6
Non-U.S. Government	2,957.1		4.4		—		—		2,957.1		4.4
Corporate Debt	1,601.7		11.2		1,054.4		14.0		2,656.1		25.2
Covered Bonds	809.0		8.6		138.9		0.6		947.9		9.2
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,136.1		5.7		249.1		0.9		1,385.2		6.6
Other Asset-Backed	584.3		1.3		—		—		584.3		1.3
Certificates of Deposit	81.4		0.1		—		—		81.4		0.1
Auction Rate	0.4		0.1		4.3		0.2		4.7		0.3
Commercial Mortgage-Backed	471.5		2.5		—		—		471.5		2.5
Other	50.5		17.9		59.7		18.0		110.2		35.9
Total	$	18,412.8	$	130.2	$	3,627.4	$	45.8	$	22,040.2	$	176.0

As of March 31, 2017, 1,074 securities with a combined fair value of $20.0 billion were in an unrealized loss position, with their unrealized losses totaling $152.8 million. Unrealized losses of $63.6 million related to government sponsored agency securities are primarily attributable to changes in market interest rates since their purchase. Unrealized losses of $23.0 million within corporate debt securities primarily reflect widened credit spreads and higher market rates since purchase; 35% of the corporate debt portfolio is backed by guarantees provided by U.S. and non-U.S. governmental entities.

The majority of the $34.0 million of unrealized losses in securities classified as “other” at March 31, 2017, related to securities primarily purchased at a premium or par by Northern Trust for compliance with the CRA. Unrealized losses on these CRA-related securities were attributable to yields that were below market rates for the purpose of supporting institutions and programs that benefit low- to moderate- income communities within Northern Trust’s market area. Unrealized losses of $0.3 million related to auction rate securities primarily reflected reduced market liquidity as a majority of auctions continued to fail, preventing holders

42

Notes to Consolidated Financial Statements (unaudited) (continued)

from liquidating their investments at par. The remaining unrealized losses on Northern Trust’s securities portfolio as of March 31, 2017, were attributable to changes in overall market interest rates, increased credit spreads or reduced market liquidity. As of March 31, 2017, Northern Trust did not intend to sell any investment in an unrealized loss position and it was more likely than not that Northern Trust would not be required to sell any such investment before the recovery of its amortized cost basis, which may be maturity.

Security impairment reviews are conducted quarterly to identify and evaluate securities that have indications of possible OTTI. A determination as to whether a security’s decline in market value is other-than-temporary takes into consideration numerous factors and the relative significance of any single factor can vary by security. Factors Northern Trust considers in determining whether impairment is other-than-temporary include, but are not limited to: the length of time the security has been impaired; the severity of the impairment; the cause of the impairment and the financial condition and near-term prospects of the issuer; activity in the market of the issuer, which may indicate adverse credit conditions; Northern Trust’s intent regarding the sale of the security as of the balance sheet date; and the likelihood that it will not be required to sell the security for a period of time sufficient to allow for the recovery of the security’s amortized cost basis. For each security meeting the requirements of Northern Trust’s internal screening process, an extensive review is conducted to determine if OTTI has occurred.

While all securities are considered, the process for identifying credit impairment within CRA-eligible mortgage-backed securities incorporates an expected loss approach using discounted cash flows on the underlying collateral pools. To evaluate whether an unrealized loss on CRA-eligible mortgage-backed securities is other-than-temporary, a calculation of the security’s present value is made using current pool data, the current delinquency pipeline, default rates and loan loss severities based on the historical performance of the mortgage pools, and Northern Trust’s outlook for the housing market and the overall economy. If the present value of the collateral pools was found to be less than the current amortized cost of the security, a credit-related OTTI loss would be recorded in earnings equal to the difference between the two amounts.

Impairments of CRA-eligible mortgage-backed securities are influenced by a number of factors, including but not limited to, U.S. economic and housing market performance, pool credit enhancement level, year of origination and estimated credit quality of the collateral. The factors used in estimating losses related to CRA-eligible mortgage-backed securities vary by vintage of loan origination and collateral quality.

There were $0.1 million of OTTI losses recognized in the three months ended March 31, 2017 related to CRA-eligible mortgage-backed securities. There were no OTTI losses recognized during the three months ended March 31, 2016.

Credit Losses on Debt Securities. The table below provides the cumulative credit-related losses recognized in earnings on debt securities other-than-temporarily impaired.

Table 41: Cumulative Credit-Related Losses on Securities

	Three Months Ended March 31,
(In Millions)	2017		2016
Cumulative Credit-Related Losses on Securities Held — Beginning of Period	$	3.4	$	5.2
Plus: Losses on Newly Identified Impairments	—		—
Additional Losses on Previously Identified Impairments	0.1		—
Less: Current and Prior Period Losses on Securities Sold During the Period	—		—
Cumulative Credit-Related Losses on Securities Held — End of Period	$	3.5	$	5.2

Note 5 – Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase are accounted for as collateralized financings and recorded at the amounts at which the securities were sold plus accrued interest. To minimize any potential credit risk associated with these transactions, the fair value of the securities sold is monitored, limits are set on exposure with counterparties, and the financial condition of counterparties is regularly assessed. Securities sold under agreements to repurchase are held by the counterparty until the repurchase.

43

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table provides information regarding repurchase agreements that are accounted for as secured borrowings as of March 31, 2017.

Table 42: Repurchase Agreements Accounted for as Secured Borrowings

	March 31, 2017
(In Millions)	Remaining Contractual Maturity of the Agreements
Repurchase Agreements	Overnight and Continuous
U.S. Treasury and Agency Securities	$	433.2
Total Borrowings	$	433.2
Gross Amount of Recognized Liabilities for Repurchase Agreements in Note 21	$	433.2
Amounts related to agreements not included in Note 21	$	—

Note 6 – Loans and Leases

Amounts outstanding for loans and leases, by segment and class, are shown below.

Table 43: Loans and Leases

(In Millions)	March 31, 2017			December 31, 2016
Commercial
Commercial and Institutional	$	9,487.3		$	9,523.0
Commercial Real Estate	3,922.8			4,002.5
Non-U.S.	1,654.0			1,877.8
Lease Financing, net	253.6			293.9
Other	209.7			205.1
Total Commercial	15,527.4			15,902.3
Personal
Private Client	10,375.8			10,052.0
Residential Real Estate	7,542.1			7,841.9
Other	26.5			25.9
Total Personal	17,944.4			17,919.8
Total Loans and Leases	33,471.8			33,822.1
Allowance for Credit Losses Assigned to Loans and Leases	(162.0		)	(161.0		)
Net Loans and Leases	$	33,309.8		$	33,661.1

Residential real estate loans consist of traditional first lien mortgages and equity credit lines that generally require a loan-to-collateral value of no more than 65% to 80% at inception. Northern Trust’s equity credit line products generally have draw periods of up to 10 years and a balloon payment of any outstanding balance is due at maturity. Payments are interest only with variable interest rates. Northern Trust does not offer equity credit lines that include an option to convert the outstanding balance to an amortizing payment loan. As of March 31, 2017 and December 31, 2016, equity credit lines totaled $1.1 billion and $1.2 billion, respectively, and equity credit lines for which first liens were held by Northern Trust represented 92% and 91% of the total equity credit lines as of March 31, 2017 and December 31, 2016, respectively.

Included within the non-U.S., commercial-other and personal-other classes are short-duration advances primarily related to the processing of custodied client investments that totaled $920.1 million at March 31, 2017, and $1.4 billion at December 31, 2016. Demand deposits reclassified as loan balances totaled $74.8 million and $88.1 million at March 31, 2017 and December 31, 2016, respectively. There were no loans classified as held for sale as of March 31, 2017. Loans classified as held for sale totaled $13.4 million as of December 31, 2016. Leases classified as held for sale totaled $32.3 million as of March 31, 2017 and $43.0 million as of December 31, 2016, respectively, related to the decision to exit a non-strategic loan and lease portfolio.

44

Notes to Consolidated Financial Statements (unaudited) (continued)

Credit Quality Indicators. Credit quality indicators are statistics, measurements or other metrics that provide information regarding the relative credit risk of loans and leases. Northern Trust utilizes a variety of credit quality indicators to assess the credit risk of loans and leases at the segment, class and individual credit exposure levels.

As part of its credit process, Northern Trust utilizes an internal borrower risk rating system to support identification, approval and monitoring of credit risk. Borrower risk ratings are used in credit underwriting, management reporting and the calculation of credit loss allowances and economic capital.

Risk ratings are used for ranking the credit risk of borrowers and the probability of their default. Each borrower is rated using one of a number of ratings models or other subjective assessment methodologies, which consider both quantitative and qualitative factors. The ratings models vary among classes of loans and leases in order to capture the unique risk characteristics inherent within each particular type of credit exposure. Provided below are the more significant performance indicator attributes considered within Northern Trust’s borrower rating models, by loan and lease class.

• Commercial and Institutional: leverage, profit margin, liquidity, asset size and capital levels;

• Commercial Real Estate: debt service coverage, loan-to-value ratio, leasing status and guarantor support;

• Lease Financing and Commercial-Other: leverage, profit margin, liquidity, asset size and capital levels;

• Non-U.S.: leverage, profit margin, liquidity, return on assets and capital levels;

• Residential Real Estate: payment history, credit bureau scores and loan-to-value ratio;

• Private Client: cash-flow-to-debt and net worth ratios, leverage and liquidity; and

• Personal-Other: cash-flow-to-debt and net worth ratios.

While the criteria vary by model, the objective is for the borrower ratings to be consistent in both the measurement and ranking of risk. Each model is calibrated to a master rating scale to support this consistency. Ratings for borrowers not in default range from “1” for the strongest credits to “7” for the weakest non-defaulted credits. Ratings of “8” or “9” are used for defaulted borrowers. Borrower risk ratings are monitored and are revised when events or circumstances indicate a change is required. Risk ratings are validated at least annually.

Loan and lease segment and class balances as of March 31, 2017 and December 31, 2016 are provided below, segregated by borrower ratings into “1 to 3,” “4 to 5” and “6 to 9” (watch list), categories.

Table 44: Borrower Ratings

	March 31, 2017								December 31, 2016
(In Millions)	1 to 3 Category		4 to 5 Category		6 to 9 Category (Watch List)		Total		1 to 3 Category		4 to 5 Category		6 to 9 Category (Watch List)		Total
Commercial
Commercial and Institutional	$	6,278.1	$	3,080.6	$	128.6	$	9,487.3	$	6,293.2	$	3,108.5	$	121.3	$	9,523.0
Commercial Real Estate	1,742.3		2,157.6		22.9		3,922.8		1,825.7		2,134.8		42.0		4,002.5
Non-U.S.	379.9		1,272.8		1.3		1,654.0		602.8		1,273.5		1.5		1,877.8
Lease Financing, net	200.8		52.8		—		253.6		214.3		79.6		—		293.9
Other	113.4		95.5		0.8		209.7		135.5		67.9		1.7		205.1
Total Commercial	8,714.5		6,659.3		153.6		15,527.4		9,071.5		6,664.3		166.5		15,902.3
Personal
Private Client	6,526.9		3,839.4		9.5		10,375.8		6,373.2		3,668.4		10.4		10,052.0
Residential Real Estate	2,564.4		4,664.3		313.4		7,542.1		2,617.8		4,913.9		310.2		7,841.9
Other	14.4		12.0		0.1		26.5		17.1		8.5		0.3		25.9
Total Personal	9,105.7		8,515.7		323.0		17,944.4		9,008.1		8,590.8		320.9		17,919.8
Total Loans and Leases	$	17,820.2	$	15,175.0	$	476.6	$	33,471.8	$	18,079.6	$	15,255.1	$	487.4	$	33,822.1

Loans and leases in the “1 to 3” category are expected to exhibit minimal to modest probabilities of default and are characterized by borrowers having the strongest financial qualities, including above average financial flexibility, cash flows and capital levels.

45

Notes to Consolidated Financial Statements (unaudited) (continued)

Borrowers assigned these ratings are anticipated to experience very little to moderate financial pressure in adverse down cycle scenarios. As a result of these characteristics, borrowers within this category exhibit a minimal to modest likelihood of loss.

Loans and leases in the “4 to 5” category are expected to exhibit moderate to acceptable probabilities of default and are characterized by borrowers with less financial flexibility than those in the “1 to 3” category. Cash flows and capital levels are generally sufficient to allow for borrowers to meet current requirements, but have reduced cushion in adverse down cycle scenarios. As a result of these characteristics, borrowers within this category exhibit a moderate likelihood of loss.

Loans and leases in the watch list category have elevated credit risk profiles that are monitored through internal watch lists, and consist of credits with borrower ratings of “6 to 9.” These credits, which include all nonperforming credits, are expected to exhibit minimally acceptable probabilities of default, elevated risk of default, or are currently in default. Borrowers associated with these risk profiles that are not currently in default have limited financial flexibility. Cash flows and capital levels range from acceptable to potentially insufficient to meet current requirements, particularly in adverse down cycle scenarios. As a result of these characteristics, borrowers in this category exhibit an elevated likelihood of loss.

Recognition of Income. Interest income on loans is recorded on an accrual basis unless, in the opinion of management, there is a question as to the ability of the debtor to meet the terms of the loan agreement, or interest or principal is more than 90 days contractually past due and the loan is not well-secured and in the process of collection. Loans meeting such criteria are classified as nonperforming and interest income is recorded on a cash basis. At the time a loan is determined to be nonperforming, interest accrued but not collected is reversed against interest income in the current period. Interest collected on nonperforming loans is applied to principal unless, in the opinion of management, collectability of principal is not in doubt. Management’s assessment of the indicators of loan and lease collectability, and its policies relative to the recognition of interest income, including the suspension and subsequent resumption of income recognition, do not meaningfully vary between loan and lease classes. Nonperforming loans are returned to performing status when factors indicating doubtful collectability no longer exist. Factors considered in returning a loan to performing status are consistent across all classes of loans and leases and, in accordance with regulatory guidance, relate primarily to expected payment performance. Loans are eligible to be returned to performing status when: (i) no principal or interest that is due is unpaid and repayment of the remaining contractual principal and interest is expected or (ii) the loan has otherwise become well-secured (possessing realizable value sufficient to discharge the debt, including accrued interest, in full) and is in the process of collection (through action reasonably expected to result in debt repayment or restoration to a current status in the near future). A loan that has not been brought fully current may be restored to performing status provided there has been a sustained period of repayment performance (generally a minimum of six months) by the borrower in accordance with the contractual terms, and Northern Trust is reasonably assured of repayment within a reasonable period of time. Additionally, a loan that has been formally restructured so as to be reasonably assured of repayment and performance according to its modified terms may be returned to accrual status, provided there was a well-documented credit evaluation of the borrower’s financial condition and prospects of repayment under the revised terms and there has been a sustained period of repayment performance (generally a minimum of six months) under the revised terms.

46

Notes to Consolidated Financial Statements (unaudited) (continued)

Past due status is based on how long since the contractual due date a principal or interest payment has been past due. For disclosure purposes, loans that are 29 days past due or less are reported as current. The following tables provide balances and delinquency status of performing and nonperforming loans and leases by segment and class, as well as the total OREO and nonperforming asset balances, as of March 31, 2017 and December 31, 2016.

Table 45: Delinquency Status

March 31, 2017
(In Millions)	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Performing		Nonperforming		Total Loans and Leases
Commercial
Commercial and Institutional	$	9,398.5	$	21.8	$	2.4	$	4.0	$	9,426.7	$	60.6	$	9,487.3
Commercial Real Estate	3,887.8		15.8		3.0		4.1		3,910.7		12.1		3,922.8
Non-U.S.	1,654.0		—		—		—		1,654.0		—		1,654.0
Lease Financing, net	253.6		—		—		—		253.6		—		253.6
Other	209.7		—		—		—		209.7		—		209.7
Total Commercial	15,403.6		37.6		5.4		8.1		15,454.7		72.7		15,527.4
Personal
Residential Real Estate	7,389.4		40.0		5.6		0.1		7,435.1		107.0		7,542.1
Private Client	10,216.4		155.0		2.5		1.7		10,375.6		0.2		10,375.8
Other	26.5		—		—		—		26.5		—		26.5
Total Personal	17,632.3		195.0		8.1		1.8		17,837.2		107.2		17,944.4
Total Loans and Leases	$	33,035.9	$	232.6	$	13.5	$	9.9	$	33,291.9	$	179.9	$	33,471.8
	Other Real Estate Owned										$	6.9
	Total Nonperforming Assets										$	186.8

December 31, 2016
(In Millions)	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Performing		Nonperforming		Total Loans and Leases
Commercial
Commercial and Institutional	$	9,470.0	$	5.3	$	2.3	$	11.7	$	9,489.3	$	33.7	$	9,523.0
Commercial Real Estate	3,974.4		10.9		1.0		4.6		3,990.9		11.6		4,002.5
Non-U.S.	1,877.7		0.1		—		—		1,877.8		—		1,877.8
Lease Financing, net	293.9		—		—		—		293.9		—		293.9
Other	205.1		—		—		—		205.1		—		205.1
Total Commercial	15,821.1		16.3		3.3		16.3		15,857.0		45.3		15,902.3
Personal
Private Client	9,988.7		40.8		8.5		13.7		10,051.7		0.3		10,052.0
Residential Real Estate	7,675.7		44.5		6.1		1.0		7,727.3		114.6		7,841.9
Other	25.9		—		—		—		25.9		—		25.9
Total Personal	17,690.3		85.3		14.6		14.7		17,804.9		114.9		17,919.8
Total Loans and Leases	$	33,511.4	$	101.6	$	17.9	$	31.0	$	33,661.9	$	160.2	$	33,822.1
	Other Real Estate Owned										$	5.2
	Total Nonperforming Assets										$	165.4

Impaired Loans. A loan is considered to be impaired when, based on current information and events, management determines that it is probable that Northern Trust will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are identified through ongoing credit management and risk rating processes, including the formal review of past due and watch list credits. Payment performance and delinquency status are critical factors in identifying impairment for all loans and leases, particularly those within the residential real estate, private client and personal-other classes. Other key factors considered in identifying impairment of loans and leases within the commercial and institutional, non-U.S., lease financing, and commercial-other classes relate to the borrower’s ability to perform under the terms of the obligation as measured through the

47

Notes to Consolidated Financial Statements (unaudited) (continued)

assessment of future cash flows, including consideration of collateral value, market value, and other factors. A loan is also considered to be impaired if its terms have been modified as a concession by Northern Trust or a bankruptcy court resulting from the debtor’s financial difficulties, referred to as a troubled debt restructuring (TDR). All TDRs are reported as impaired loans in the calendar year of their restructuring. In subsequent years, a TDR may cease being reported as impaired if the loan was modified at a market rate and has performed according to the modified terms for at least six payment periods. A loan that has been modified at a below market rate will return to performing status if it satisfies the six payment periods performance requirement; however, it will remain reported as impaired. Impairment is measured based upon the present value of expected future cash flows, discounted at the loan's original effective interest rate, the fair value of the collateral if the loan is collateral dependent, or the loan's observable market value. If the loan valuation is less than the recorded value of the loan, based on the certainty of loss, either a specific allowance is established, or a charge-off is recorded, for the difference. Smaller balance (individually less than $1 million) homogeneous loans are collectively evaluated for impairment and excluded from impaired loan disclosures as allowed under applicable accounting standards. Northern Trust’s accounting policies for material impaired loans is consistent across all classes of loans and leases.

48

Notes to Consolidated Financial Statements (unaudited) (continued)

The following tables provide information related to impaired loans by segment and class.

Table 46: Information about Impaired Loans as of the Period End

	As of March 31, 2017						As of December 31, 2016
(In Millions)	Recorded Investment		Unpaid Principal Balance		Specific Allowance		Recorded Investment		Unpaid Principal Balance		Specific Allowance
With No Related Specific Allowance
Commercial and Institutional	$	31.9	$	34.5	$	—	$	32.2	$	34.6	$	—
Commercial Real Estate	11.6		14.1		—		14.7		18.6		—
Lease Financing, net	—		—		—		—		—		—
Private Client	0.1		0.1		—		0.3		0.3		—
Residential Real Estate	91.8		127.5		—		101.2		138.4		—
With a Related Specific Allowance
Commercial and Institutional	27.3		27.6		7.2		—		—		—
Commercial Real Estate	2.8		2.8		0.7		—		—		—
Lease Financing, net	—		—		—		—		—		—
Private Client	—		—		—		—		—		—
Residential Real Estate	7.3		7.4		0.8		7.7		7.9		2.1
Total
Commercial	73.6		79.0		7.9		46.9		53.2		—
Personal	99.2		135.0		0.8		109.2		146.6		2.1
Total	$	172.8	$	214.0	$	8.7	$	156.1	$	199.8	$	2.1

	Three Months Ended March 31,
	2017				2016
(In Millions)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With No Related Specific Allowance
Commercial and Institutional	$	39.0	$	—	$	28.3	$	—
Commercial Real Estate	14.9		0.1		17.7		0.1
Lease Financing, net	—		—		0.4		0.1
Private Client	0.2		—		0.3		—
Residential Real Estate	101.7		0.5		99.6		0.4
With a Related Specific Allowance
Commercial and Institutional	9.1		—		8.4		—
Commercial Real Estate	0.9		—		—		—
Lease Financing, net	—		—		2.1		—
Private Client	—		—		—		—
Residential Real Estate	2.4		—		1.5		—
Total
Commercial	63.9		0.1		56.9		0.2
Personal	104.3		0.5		101.4		0.4
Total	$	168.2	$	0.6	$	158.3	$	0.6

Note: Average recorded investment in impaired loans is calculated as the average of the month-end impaired loan balances for the period.

Interest income that would have been recorded for nonperforming loans in accordance with their original terms was $2.3 million and $2.1 million, respectively, for the three months ended March 31, 2017 and 2016.

49

Notes to Consolidated Financial Statements (unaudited) (continued)

There were $5.0 million and $2.3 million of aggregate undrawn loan commitments and standby letters of credit at March 31, 2017 and December 31, 2016, respectively, issued to borrowers whose loans were classified as nonperforming or impaired.

Troubled Debt Restructurings (TDRs). Included within impaired loans were $79.9 million and $85.2 million of nonperforming TDRs, and $37.9 million and $42.4 million of performing TDRs as of March 31, 2017 and December 31, 2016, respectively. All TDRs are reported as impaired loans in the calendar year of their restructuring. In subsequent years, a TDR may cease being reported as impaired if the loan was modified at a market rate and has performed according to the modified terms for at least six months. A loan that has been modified at a below market rate will return to performing status if it satisfies the six-month performance requirement; however, it will remain reported as impaired.

The following tables provide, by segment and class, the number of loans and leases modified in TDRs during the three-month periods ended March 31, 2017 and 2016, and the recorded investments and unpaid principal balances as of March 31, 2017 and 2016.

Table 47: Modified Troubled Debt Restructurings

($ In Millions)	Three Months Ended March 31, 2017
	Number of Loans and Leases	Recorded Investment		Unpaid Principal Balance
Commercial
Commercial and Institutional	—	$	—	$	—
Commercial Real Estate	1	1.4		1.4
Total Commercial	1	1.4		1.4
Personal
Private Client	1	—		0.1
Residential Real Estate	19	3.9		3.9
Total Personal	20	3.9		4.0
Total Loans and Leases	21	$	5.3	$	5.4

Note: Period end balances reflect all paydowns and charge-offs during the period.

($ In Millions)	Three Months Ended March 31, 2016
	Number of Loans and Leases	Recorded Investment		Unpaid Principal Balance
Commercial
Commercial and Institutional	2	$	4.0	$	6.0
Commercial Real Estate	5	5.4		7.7
Total Commercial	7	9.4		13.7
Personal
Private Client	—	—		—
Residential Real Estate	24	5.5		6.2
Total Personal	24	5.5		6.2
Total Loans and Leases	31	$	14.9	$	19.9

Note: Period end balances reflect all paydowns and charge-offs during the period.

TDR modifications involve interest rate concessions, extensions of term, deferrals of principal and other modifications. Other modifications typically reflect other nonstandard terms which Northern Trust would not offer in non-troubled situations.

During the three months ended March 31, 2017, the majority of TDR modifications of loans within residential real estate were extension of term, other modifications, interest rate concessions and deferred principal. During the three months ended March 31, 2017, the majority of TDR modifications within commercial real estate were extension of term, and other modifications. During the three months ended March 31, 2016, the majority of TDR modifications of loans within residential real estate were deferred

50

Notes to Consolidated Financial Statements (unaudited) (continued)

principal, extension of term, interest rate concessions, and other modifications. During the three months ended March 31, 2016, the majority of TDR modifications within commercial and institutional, and commercial real estate classes were extension of term and other modifications.

There were no loans modified in a TDR during the twelve months ended December 31, 2016, which subsequently became nonperforming during the three months ended March 31, 2017.

There was one loan modified in a TDR during the twelve months ended December 31, 2015, which subsequently became nonperforming during the three months ended March 31, 2016. The total recorded investment and unpaid principal balance for these loans was approximately $0.1 million.

All loans and leases modified in TDRs are evaluated for impairment. The nature and extent of impairment of TDRs, including those that have experienced a subsequent default, is considered in the determination of an appropriate level of allowance for credit losses.

Northern Trust may obtain physical possession of residential real estate collateralizing a consumer mortgage loan via foreclosure on an in-substance repossession. As of March 31, 2017, Northern Trust held foreclosed residential real estate properties with a carrying value of $5.9 million as a result of obtaining physical possession. In addition, as of March 31, 2017, Northern Trust had consumer loans with a carrying value of $26.1 million collateralized by residential real estate property for which formal foreclosure proceedings were in process.

Note 7 – Allowance for Credit Losses

The allowance for credit losses, which represents management’s estimate of probable losses related to specific borrower relationships and inherent in the various loan and lease portfolios, undrawn commitments, and standby letters of credit, is determined by management through a disciplined credit review process. Northern Trust’s accounting policies related to the estimation of the allowance for credit losses and the charging off of loans, leases and other extensions of credit deemed uncollectible are consistent across both loan and lease segments.

Loans, leases and other extensions of credit deemed uncollectible are charged to the allowance for credit losses. Subsequent recoveries, if any, are credited to the allowance. Determinations as to whether an uncollectible loan is charged-off or a specific allowance is established are based on management’s assessment as to the level of certainty regarding the amount of loss.

The following table provides information regarding changes in the total allowance for credit losses by segment during the three months ended March 31, 2017 and 2016.

Table 48: Changes in the Allowance for Credit Losses

	Three Months Ended March 31,
	2017									2016
(In Millions)	Commercial			Personal			Total			Commercial			Personal			Total
Balance at Beginning of Period	$	104.9		$	87.1		$	192.0		$	114.8		$	118.5		$	233.3
Charge-Offs	(1.1		)	(3.6		)	(4.7		)	(3.5		)	(1.8		)	(5.3		)
Recoveries	1.6			1.1			2.7			1.2			1.4			2.6
Net (Charge-Offs) Recoveries	0.5			(2.5		)	(2.0		)	(2.3		)	(0.4		)	(2.7		)
Provision for Credit Losses	6.4			(7.4		)	(1.0		)	2.7			(0.7		)	2.0
Balance at End of Period	$	111.8		$	77.2		$	189.0		$	115.2		$	117.4		$	232.6

51

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table provides information regarding the recorded investments in loans and leases and the allowance for credit losses by segment as of March 31, 2017 and December 31, 2016.

Table 49: Recorded Investments in Loans and Leases

	March 31, 2017						December 31, 2016
(In Millions)	Commercial		Personal		Total		Commercial		Personal		Total
Loans and Leases
Specifically Evaluated for Impairment	$	73.6	$	99.2	$	172.8	$	46.9	$	109.2	$	156.1
Evaluated for Inherent Impairment	15,453.8		17,845.2		33,299.0		15,855.4		17,810.6		33,666.0
Total Loans and Leases	15,527.4		17,944.4		33,471.8		15,902.3		17,919.8		33,822.1
Allowance for Credit Losses on Credit Exposures
Specifically Evaluated for Impairment	7.9		0.8		8.7		—		2.1		2.1
Evaluated for Inherent Impairment	83.6		69.7		153.3		83.7		75.2		158.9
Allowance Assigned to Loans and Leases	91.5		70.5		162.0		83.7		77.3		161.0
Allowance for Undrawn Exposures
Commitments and Standby Letters of Credit	20.3		6.7		27.0		21.2		9.8		31.0
Total Allowance for Credit Losses	$	111.8	$	77.2	$	189.0	$	104.9	$	87.1	$	192.0

Note 8 – Pledged Assets

Certain of Northern Trust’s subsidiaries, as required or permitted by law, pledge assets to secure public and trust deposits, repurchase agreements and Federal Home Loan Bank borrowings, as well as for other purposes, including support for securities settlement, primarily related to client activities, and for potential Federal Reserve Bank discount window borrowings. As of March 31, 2017, securities and loans totaling $42.6 billion ($31.5 billion of government-sponsored agency and other securities, $990.4 million of obligations of states and political subdivisions and $10.1 billion of loans) were pledged. This compares to $40.3 billion ($29.7 billion of government-sponsored agency and other securities, $939.8 million of obligations of states and political subdivisions and $9.6 billion of loans) at December 31, 2016. Collateral required for these purposes totaled $7.1 billion and $9.7 billion at March 31, 2017 and December 31, 2016, respectively. Available for sale securities with a total fair value of $1.3 billion and $1.4 billion at March 31, 2017 and December 31, 2016 were included in the total pledged assets, which were pledged as collateral for agreements to repurchase securities sold transactions. The secured parties to these transactions have the right to repledge or sell these securities.

Northern Trust is not permitted, by contract or custom, to repledge or sell collateral from agreements to resell securities purchased transactions. The total fair value of accepted collateral was $1.6 billion as of March 31, 2017 and $1.8 billion as of December 31, 2016. There was no repledged or sold collateral at March 31, 2017 or December 31, 2016.

Deposits maintained to meet Federal Reserve Bank reserve requirements averaged $2.0 billion and $1.8 billion for the three months ended March 31, 2017 and 2016.

Note 9 – Goodwill and Other Intangibles

The carrying amounts of goodwill and other intangibles assets, reflecting the effect of foreign exchange rates on non-U.S.-dollar-denominated balances, by reporting segment at March 31, 2017, and December 31, 2016, were as follows:

Table 50: Goodwill by Reporting Segment

(In Millions)	March 31, 2017		December 31, 2016
Corporate & Institutional Services	$	448.3	$	448.4
Wealth Management	71.0		71.0
Total Goodwill	$	519.3	$	519.4

52

Notes to Consolidated Financial Statements (unaudited) (continued)

The gross carrying amount and accumulated amortization of other intangible assets subject to amortization as of March 31, 2017 and December 31, 2016, were as follows:

Table 51: Other Intangible Assets

(In Millions)	March 31, 2017		December 31, 2016
Gross Carrying Amount	$	90.9	$	89.0
Less: Accumulated Amortization	49.8		47.2
Net Book Value	$	41.1	$	41.8

Other intangible assets consist primarily of the value of acquired client relationships and are included within other assets in the consolidated balance sheets. Amortization expense related to other intangible assets totaled $2.4 million and $2.1 million for the three months ended March 31, 2017 and 2016, respectively. Amortization for the remainder of 2017 and for the years 2018, 2019, 2020, and 2021 is estimated to be $6.7 million, $8.3 million, $8.2 million, $8.2 million and $5.9 million, respectively.

On February 19, 2017, the Corporation entered into a definitive agreement with UBS AG to acquire UBS Asset Management’s fund administration servicing businesses in Luxembourg and Switzerland, for an initial purchase price of approximately $175 million in cash, subject to adjustment. The transaction is expected to close in the second half of 2017, subject to applicable regulatory and fund board approvals and other customary closing conditions.

Note 10 –Reporting Segments

The following table shows the earnings contributions of Northern Trust’s reporting segments for the three-month periods ended March 31, 2017 and 2016.

Table 52: Results of Reporting Segments

Three Months Ended March 31,	Corporate & Institutional Services						Wealth Management						Treasury and Other						Total Consolidated
($ In Millions)	2017			2016			2017			2016			2017			2016			2017			2016
Noninterest Income
Trust, Investment and Other Servicing Fees	$	462.9		$	433.4		$	345.3		$	314.8		$	—		$	—		$	808.2		$	748.2
Foreign Exchange Trading Income	49.1			51.7			0.9			4.5			(1.9		)	4.3			48.1			60.5
Other Noninterest Income	44.2			45.6			25.5			26.8			4.9			1.1			74.6			73.5
Net Interest Income*	166.5			138.4			177.0			158.5			18.9			17.1			362.4			314.0
Revenue*	722.7			669.1			548.7			504.6			21.9			22.5			1,293.3			1,196.2
Provision for Credit Losses	0.3			(3.2		)	(1.3		)	5.2			—			—			(1.0		)	2.0
Noninterest Expense	510.8			475.3			346.3			326.9			37.4			26.6			894.5			828.8
Income before Income Taxes*	211.6			197.0			203.7			172.5			(15.5		)	(4.1		)	399.8			365.4
Provision for Income Taxes*	66.9			62.2			76.8			64.9			(20.0		)	(7.1		)	123.7			120.0
Net Income	$	144.7		$	134.8		$	126.9		$	107.6		$	4.5		$	3.0		$	276.1		$	245.4
Percentage of Consolidated Net Income	52		%	55		%	46		%	44		%	2		%	1		%	100		%	100		%
Average Assets	$	77,803.5		$	75,372.9		$	26,661.8		$	26,237.8		$	12,011.1		$	11,806.4		$	116,476.4		$	113,417.1

* Non-GAAP financial measures stated on a fully taxable equivalent basis (FTE). Total consolidated includes FTE adjustments of $8.9 million for 2017 and $6.2 millionfor 2016.

Further discussion of reporting segment results is provided within the “Reporting Segments” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

53

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 11 – Stockholders’ Equity

Preferred Stock. The Corporation is authorized to issue 10 million shares of preferred stock without par value. The Board of Directors is authorized to fix the particular designations, preferences and relative, participating, optional and other special rights and qualifications, limitations or restrictions for each series of preferred stock issued.

On August 8, 2016, the Corporation issued and sold 500,000 depositary shares (the “Depositary Shares”), each representing a 1/100th ownership interest in a share of Series D Non-Cumulative Perpetual Preferred Stock (the “Series D Preferred Stock”). Shares of the Series D Preferred Stock have no par value and a liquidation preference of $100,000 (equivalent to $1,000 per depositary share).  The aggregate proceeds from the public offering of the depositary shares, net of underwriting discounts, commissions and offering expenses, were $493.5 million.

Dividends on the Series D Preferred Stock, which are not mandatory, will accrue and be payable on the liquidation preference amount, on a non-cumulative basis, at a rate per annum equal to (i) 4.60% from the original issue date of the Series D Preferred Stock to but excluding October 1, 2026; and (ii) a floating rate equal to Three-Month LIBOR plus 3.202% from and including October 1, 2026. Fixed rate dividends will be payable in arrears on the 1st day of April and October of each year, commencing on April 1, 2017, to and including October 1, 2026, and floating rate dividends will be payable in arrears on the 1st day of January, April, July and October of each year, commencing on January 1, 2027.

The Series D Preferred Stock has no maturity date and is redeemable at the Corporation’s option, in whole or in part, on any dividend payment date on or after October 1, 2026. The Series D Preferred Stock is redeemable at the Corporation’s option in whole, but not in part, including prior to October 1, 2026, within 90 days of a regulatory capital treatment event, as described in the Series D Preferred Stock Certificate of Designation.

On January 17, 2017, the Corporation declared a cash dividend of $2,977.222222 per share of Series D Preferred Stock payable on April 1, 2017, to stockholders of record as of March 15, 2017. This initial dividend payment on the Series D preferred stock covers the period from the date of issuance of such stock through March 31, 2017.

As of March 31, 2017, the Corporation also had issued and outstanding 16 million depositary shares, each representing 1/1000th ownership interest in a share of Series C Non-Cumulative Perpetual Preferred Stock (“Series C Preferred Stock”), issued in August 2014. Equity related to Series C Preferred Stock as of March 31, 2017 and December 31, 2016 totaled $388.5 million. Series C Preferred Stock has no par value and has a liquidation preference of $25,000 ($25 per depositary share).

Dividends on the Series C Preferred Stock, which are not mandatory, accrue and are payable on the liquidation preference amount, on a non-cumulative basis, quarterly in arrears on the first day of January, April, July and October of each year, at a rate per annum equal to 5.85%. On January 17, 2017, the Corporation declared a cash dividend of $365.625 per share of Series C Preferred Stock payable on April 1, 2017, to stockholders of record as of March 15, 2017.

The Series C Preferred Stock has no maturity date and is redeemable at the Corporation’s option, in whole or in part, on any dividend payment date on or after October 1, 2019. The Series C Preferred stock is redeemable at the Corporation’s option, in whole, but not in part, including prior to October 1, 2019, within 90 days of a regulatory capital treatment event, as described in the Series C Preferred Stock Certificate of Designation.

Shares of the Series C Preferred Stock and Series D Preferred Stock rank senior to the Corporation’s common stock, and will rank at least equally with any other series of preferred stock it may issue (except for any senior series that may be issued with the requisite consent of the holders of the Series C Preferred Stock and Series D Preferred Stock, respectively) and all other parity stock, with respect to the payment of dividends and distributions upon liquidation, dissolution or winding up.

Common Stock. During the three months ended March 31, 2017, the Corporation repurchased 811,730 shares of common stock, including 410,869 shares withheld related to share-based compensation, at a total cost of $70.1 million ($86.39 average price per share). The Corporation’s current common stock repurchase authorization was approved by the Board of Directors in April 2015. The repurchased shares are used for general purposes by the Corporation, including management of the Corporation’s capital level and the issuance of shares under stock option and other incentive plans of the Corporation. The repurchase authorization approved by the Board of Directors has no expiration date.

Under the Corporation’s 2016 Capital Plan, which was reviewed without objection by the Federal Reserve, the Corporation may repurchase up to $74.8 million of common stock after March 31, 2017 through June 2017.

54

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 12 – Accumulated Other Comprehensive Income (Loss)

The following tables summarize the components of accumulated other comprehensive income (loss) (AOCI) at March 31, 2017 and 2016, and changes during the three-month periods then ended.

Table 53: Summary of Changes in Accumulated Other Comprehensive Income (Loss)

(In Millions)	Balance at March 31, 2017			Net Change			Balance at December 31, 2016
Net Unrealized Gains (Losses) on Securities Available for Sale	$	(13.1	)	$	19.3		$	(32.4	)
Net Unrealized Gains (Losses) on Cash Flow Hedges	0.8			(5.3		)	6.1
Net Foreign Currency Adjustments	(16.5		)	2.0			(18.5		)
Net Pension and Other Postretirement Benefit Adjustments	(323.2		)	2.0			(325.2		)
Total	$	(352.0	)	$	18.0		$	(370.0	)

(In Millions)	Balance at March 31, 2016			Net Change		Balance at December 31, 2015
Net Unrealized Gains (Losses) on Securities Available for Sale	$	43.7		$	74.7	$	(31.0	)
Net Unrealized Gains (Losses) on Cash Flow Hedges	3.1			6.1		(3.0		)
Net Foreign Currency Adjustments	(13.7		)	3.9		(17.6		)
Net Pension and Other Postretirement Benefit Adjustments	(317.0		)	4.1		(321.1		)
Total	$	(283.9	)	$	88.8	$	(372.7	)

55

Notes to Consolidated Financial Statements (unaudited) (continued)

Table 54: Details of Changes in Accumulated Other Comprehensive Income (Loss)

	Three Months Ended March 31,
	2017									2016
(In Millions)	Before Tax			Tax Effect			After Tax			Before Tax			Tax Effect			After Tax
Unrealized Gains (Losses) on Securities Available for Sale
Other Unrealized Gains (Losses) on Securities Available for Sale	30.9			(11.7		)	19.2			120.5			(45.6		)	74.9
Reclassification Adjustment for (Gains) Losses Included in Net Income	0.2			(0.1		)	0.1			(0.3		)	0.1			(0.2		)
Net Change	31.1			(11.8		)	19.3			120.2			(45.5		)	74.7
Unrealized Gains (Losses) on Cash Flow Hedges
Unrealized Gains (Losses) on Cash Flow Hedges	8.7			(10.8		)	(2.1		)	9.4			(3.7		)	5.7
Reclassification Adjustment for (Gains) Losses Included in Net Income	(5.1		)	1.9			(3.2		)	0.6			(0.2		)	0.4
Net Change	3.6			(8.9		)	(5.3		)	10.0			(3.9		)	6.1
Foreign Currency Adjustments
Foreign Currency Translation Adjustments	22.4			(1.5		)	20.9			17.3			(0.3		)	17.0
Long-Term Intra-Entity Foreign Currency Transaction Gains (Losses)	—			—			—			4.2			(1.0		)	3.2
Net Investment Hedge Gains (Losses)	(30.5		)	11.6			(18.9		)	(26.5		)	10.2			(16.3		)
Reclassification Adjustment for (Gains) Losses Included in Net Income	—			—			—			—			—			—
Net Change	(8.1		)	10.1			2.0			(5.0		)	8.9			3.9
Pension and Other Postretirement Benefit Adjustments
Net Actuarial Gain (Loss)	(2.3		)	—			(2.3		)	—			—			—
Reclassification Adjustment for (Gains) Losses Included in Net Income	6.4			(2.1		)	4.3			6.4			(2.3		)	4.1
Net Change	$	4.1		$	(2.1	)	$	2.0		$	6.4		$	(2.3	)	$	4.1

56

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table provides the location and before-tax amounts of reclassifications out of AOCI during the three months ended March 31, 2017.

Table 55: Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss)

(In Millions)	Location of Reclassification Adjustments Recognized in Income	Amount of Reclassification Adjustments Recognized in Income
		Three Months Ended
		March 31, 2017
Securities Available for Sale
Realized (Gains) Losses on Securities Available for Sale	Investment Security Gains (Losses), net	$	0.2
Realized Gains on Cash Flow Hedges
Foreign Exchange Contracts	Other Operating Income/Expense	(5.1		)
Pension and Other Postretirement Benefit Adjustments
Amortization of Net Actuarial Loss	Employee Benefits	6.5
Amortization of Prior Service Cost	Employee Benefits	(0.1		)
Gross Reclassification Adjustment		$	6.4

Note 13 – Net Income Per Common Share Computations

The computations of net income per common share are presented in the following table.

Table 56: Net Income per Common Share

	Three Months Ended March 31,
($ In Millions Except Per Common Share Information)	2017		2016
Basic Net Income Per Common Share
Average Number of Common Shares Outstanding	229,059,540		228,619,089
Net Income	$	276.1	$	245.4
Less: Dividends on Preferred Stock	20.7		5.9
Net Income Applicable to Common Stock	255.4		239.5
Less: Earnings Allocated to Participating Securities	4.5		4.1
Earnings Allocated to Common Shares Outstanding	250.9		235.4
Basic Net Income Per Common Share	$	1.10	$	1.03
Diluted Net Income Per Common Share
Average Number of Common Shares Outstanding	229,059,540		228,619,089
Plus: Dilutive Effect of Share-based Compensation	1,571,336		1,178,856
Average Common and Potential Common Shares	230,630,876		229,797,945
Earnings Allocated to Common and Potential Common Shares	$	250.9	$	235.5
Diluted Net Income Per Common Share	1.09		1.03

Note: Common stock equivalents of 468,381 and 1,796,320for the three months ended March 31, 2017 and 2016, respectively, were not included in the computation of diluted net income per common share because their inclusion would have been antidilutive.

57

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 14 – Net Interest Income

The components of net interest income were as follows:

Table 57: Net Interest Income

	Three Months Ended March 31,
(In Millions)	2017		2016
Interest Income
Loans and Leases	$	213.4	$	200.9
Securities — Taxable	143.2		103.3
— Non-Taxable	2.6		1.1
Interest-Bearing Due from and Deposits with Banks (1)	14.9		17.5
Federal Reserve and Other Central Bank Deposits	36.2		29.2
Total Interest Income	410.3		352.0
Interest Expense
Deposits	27.6		22.2
Federal Funds Purchased	0.5		0.3
Securities Sold Under Agreements to Repurchase	0.9		0.4
Other Borrowings	7.6		2.7
Senior Notes	11.7		11.7
Long-Term Debt	7.4		6.1
Floating Rate Capital Debt	1.1		0.8
Total Interest Expense	56.8		44.2
Net Interest Income	$	353.5	$	307.8

⁽¹⁾ Interest-Bearing Due from and Deposits with Banks includes the interest-bearing component of Cash and Due from Banks and Interest-Bearing Deposits with Banks as presented on the consolidated balance sheets.

Note 15 – Income Taxes

Income tax expense for the three months ended March 31, 2017 was $114.8 million, representing an effective tax rate of 29.4%. The prior-year three-month provision for income taxes was $113.8 million, representing an effective tax rate of 31.7%.

58

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 16 – Pension and Postretirement Health Care

The following tables set forth the net periodic pension and postretirement benefit expense for Northern Trust’s U.S. and non-U.S. pension plans, supplemental pension plan, and postretirement health care plan for the three months ended March 31, 2017 and 2016.

Table 58: Net Periodic Pension Expense (Benefit)

Net Periodic Pension Expense U.S. Plan	Three Months Ended March 31,
(In Millions)	2017			2016
Service Cost	$	9.6		$	9.3
Interest Cost	11.5			11.5
Expected Return on Plan Assets	(23.5		)	(23.6		)
Amortization
Net Actuarial Loss	4.8			4.7
Prior Service Cost	(0.1		)	(0.1		)
Net Periodic Pension Expense	$	2.3		$	1.8

Net Periodic Pension Expense Non-U.S. Plans	Three Months Ended March 31,
(In Millions)	2017			2016
Interest Cost	$	0.9		$	1.3
Expected Return on Plan Assets	(1.1		)	(1.3		)
Net Actuarial Loss Amortization	0.3			0.3
Net Periodic Pension Expense	$	0.1		$	0.3

Net Periodic Pension Expense Supplemental Plan	Three Months Ended March 31,
(In Millions)	2017		2016
Service Cost	$	0.9	$	0.9
Interest Cost	1.3		1.3
Amortization
Net Actuarial Loss	1.4		1.5
Prior Service Cost	—		—
Net Periodic Pension Expense	$	3.6	$	3.7

Net Periodic Postretirement Expense Postretirement Health Care Plan	Three Months Ended March 31,
(In Millions)	2017		2016
Service Cost	$	—	$	—
Interest Cost	0.4		0.4
Amortization
Net Actuarial (Gain)	—		—
Net Periodic Postretirement Expense	$	0.4	$	0.4

59

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 17 – Share-Based Compensation Plans

The Northern Trust Corporation 2012 Stock Plan provides for the grant of nonqualified stock options, incentive stock options, stock appreciation rights, stock awards, restricted stock units and performance stock units.

Beginning with grants made on or after February 21, 2017, restricted stock unit and performance stock unit grants continue to vest in accordance with the original terms of the award if the applicable employee retires, after satisfying applicable age and service requirements. For all applicable periods, stock option grants continue to vest in accordance with the original terms of the award if the applicable employee retires, after satisfying applicable age and service requirements.

In the first quarter of 2017, the Corporation granted 468,381 non-qualified stock options with a total grant-date fair value of $9.0 million, 839,354 stock unit awards with a total grant-date value of $73.9 million, and 206,091 performance stock units with a total grant-date fair value of $18.1 million.

Compensation expense for the three months ended March 31, 2017 of $21.6 million and $5.5 million was attributable to restricted stock units and stock options, respectively, granted to retirement-eligible employees that were expensed in their entirety on the date of grant. Compensation expense for the three months ended March 31, 2016 of $5.5 million was attributable to stock options granted to retirement-eligible employees that were expensed in their entirety on the date of grant.

Compensation expense for the three months ended March 31, 2017 of $3.3 million was attributable to performance stock units granted to retirement-eligible employees that are expensed from the date of grant through the requisite service period which ends on June 30, 2017.

Restricted stock unit award compensation expense for the three months ended March 31, 2017 and 2016 includes $2.5 million and $2.0 million, respectively, attributable to restricted stock units vested in full and were expensed in the entirety upon their date of grant.

Total compensation expense for share-based payment arrangements and the associated tax impacts were as follows for the three months ended March 31, 2017 and 2016.

Table 59: Total Compensation Expense for Share-Based Payment Arrangements

	Three Months Ended March 31,
(In Millions)	2017		2016
Restricted Stock Unit Awards	$	41.2	$	15.3
Stock Options	6.3		6.4
Performance Stock Units	8.5		4.1
Total Share-Based Compensation Expense	56.0		25.8
Tax Benefits Recognized	$	21.2	$	9.7

Note 18 – Variable Interest Entities

Variable Interest Entities (VIEs) are defined within GAAP as entities that either have a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest. Investors that finance a VIE through debt or equity interests, or other counterparties that provide other forms of support, such as guarantees, subordinated fee arrangements, or certain types of derivative contracts, are variable interest holders in the entity. The variable interest holder, if any, that has both the power to direct the activities that most significantly impact the entity and a variable interest that could potentially be significant to the entity is deemed to be the VIE’s primary beneficiary and is required to consolidate the VIE.

Leveraged Leases. In leveraged leasing transactions, Northern Trust acts as lessor of the underlying asset subject to the lease and typically funds 20 - 30% of the asset’s cost via an equity ownership in a trust with the remaining 70 - 80% provided by third-party non-recourse debt holders. In such transactions, the trusts, which are VIEs, are created to provide the lessee use of the property with substantially all of the rights and obligations of ownership. The lessee’s maintenance and operation of the leased property has a direct effect on the fair value of the underlying property, and the lessee also has the ability to increase the benefits it can receive and limit the losses it can suffer by the manner in which it uses the property. As a result, Northern Trust has determined

60

Notes to Consolidated Financial Statements (unaudited) (continued)

that it is not the primary beneficiary of these VIEs given it lacks the power to direct the activities that most significantly impact the economic performance of the VIEs.

Northern Trust’s maximum exposure to loss as a result of its involvement with the leveraged lease trust VIEs is limited to the carrying amounts of its leveraged lease investments. As of March 31, 2017 and December 31, 2016, the carrying amounts of these investments, which are included in loans and leases in the consolidated balance sheets, were $145.9 million and $183.5 million, respectively. Northern Trust’s funding requirements relative to the VIEs are limited to its invested capital. Northern Trust has no other liquidity arrangements or obligations to purchase assets of the VIEs that would expose Northern Trust to a loss.

Tax Credit Structures. Northern Trust invests in qualified affordable housing projects and community development entities (collectively, community development projects) that are designed to generate a return primarily through the realization of tax credits. The community development projects are formed as limited partnerships and limited liability companies (LLCs) in which Northern Trust invests as a limited partner/investor member through equity contributions. The economic performance of the community development projects, which are VIEs, is subject to the performance of their underlying investment and their ability to operate in compliance with the rules and regulations necessary for the qualification of tax credits generated by equity investments. Northern Trust has determined that it is not the primary beneficiary of any community development projects as it lacks the power to direct the activities that most significantly impact the economic performance of the underlying investments or to affect their ability to operate in compliance with the rules and regulations necessary for the qualification of tax credits generated by equity investments. This power is held by the general partners and managing members who exercise full and exclusive control of the operations of the VIEs.

Northern Trust’s maximum exposure to loss as a result of its involvement with community development projects is limited to the carrying amount of its investments, including any undrawn commitments. As of March 31, 2017 and December 31, 2016, the carrying amount of investments in community development projects that generate tax credits, included in other assets in the consolidated balance sheets, totaled $178.1 million and $186.5 million, respectively. As of March 31, 2017 and December 31, 2016, liabilities related to undrawn commitments on investments in tax credit community development projects, included in other liabilities in the consolidated balance sheets, totaled $54.6 million and $56.7 million, respectively. Northern Trust’s funding requirements are limited to its invested capital and undrawn commitments for future equity contributions. Northern Trust has no exposure to loss from liquidity arrangements and no obligation to purchase assets of the community development projects.

Affordable housing tax credits and other tax benefits attributable to community development projects totaled $12.1 million and $12.0 million for the three months ended March 31, 2017 and 2016, respectively.

Investment Funds. Northern Trust acts as asset manager for various funds in which clients of Northern Trust are investors. As an asset manager of funds, Northern Trust earns a competitively priced fee that is based on assets managed and varies with each fund’s investment objective. Based on its analysis, Northern Trust has determined that it is not the primary beneficiary of these VIEs under GAAP.

Some of the funds for which Northern Trust acts as asset manager comply or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds and therefore the funds are exempt from the consolidation requirements in Accounting Standards Codification 810-10. Northern Trust voluntarily waived $0.2 million and $7.7 million of money market mutual fund fees for the three months ended March 31, 2017 and 2016, respectively. Northern Trust does not have any explicit arrangements to provide financial support to the funds. Any potential future support of the funds will be at the discretion of Northern Trust after an evaluation of the specific facts and circumstances.

Note 19 – Contingent Liabilities

Commitments, Letters of Credit and Indemnifications. Northern Trust, in the normal course of business, enters into various types of commitments and issues letters of credit to meet the liquidity and credit enhancement needs of its clients.

Legally binding commitments to extend credit generally have fixed expiration dates or other termination clauses. Since a significant portion of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future loans or liquidity requirements. Legally binding commitments to extend credit totaled $30.7 billion and $32.8 billion as of March 31, 2017 and December 31, 2016, respectively.

Standby letters of credit obligate Northern Trust to meet certain financial obligations of its clients, if, under the contractual terms of the agreement, the clients are unable to do so. These instruments are primarily issued to support public and private financial commitments, including commercial paper, bond financing, initial margin requirements on futures exchanges and similar

61

Notes to Consolidated Financial Statements (unaudited) (continued)

transactions. Northern Trust is obligated to meet the entire financial obligation of these agreements and in certain cases is able to recover the amounts paid through recourse against collateral received or other participants. Standby letters of credit outstanding were $3.5 billion and $3.8 billion as of March 31, 2017 and December 31, 2016, respectively.

As part of its securities custody activities and at the direction of its clients, Northern Trust lends securities owned by clients to borrowers who are reviewed and approved by the Northern Trust Counterparty Risk Management Committee. In connection with these activities, Northern Trust has issued indemnifications to certain clients against certain losses that are a direct result of a borrower’s failure to return securities when due, should the value of such securities exceed the value of the collateral required to be posted. Borrowers are required to collateralize fully securities received with cash or marketable securities. As securities are loaned, collateral is maintained at a minimum of 100% of the fair value of the securities plus accrued interest. The collateral is revalued on a daily basis. The amount of securities loaned as of March 31, 2017 and December 31, 2016 subject to indemnification was $112.6 billion and $102.3 billion, respectively. Because of the credit quality of the borrowers and the requirement to collateralize fully securities borrowed, management believes that the exposure to credit loss from this activity is not significant and no liability was recorded as of March 31, 2017 or December 31, 2016, related to these indemnifications.

Legal Proceedings. In the normal course of business, the Corporation and its subsidiaries are routinely defendants in or parties to a number of pending and threatened legal actions, including, but not limited to, actions brought on behalf of various claimants or classes of claimants, regulatory matters, employment matters and challenges from tax authorities regarding the amount of taxes due. In certain of these actions and proceedings, claims for substantial monetary damages or adjustments to recorded tax liabilities are asserted.

Based on current knowledge, after consultation with legal counsel and after taking into account current accruals, management does not believe that losses, if any, arising from pending litigation or threatened legal actions or regulatory matters will have a material adverse effect on the consolidated financial position or liquidity of the Corporation, although such matters could have a material adverse effect on the Corporation’s operating results for a particular period.

Under GAAP, (i) an event is “probable” if the “future event or events are likely to occur”; (ii) an event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely”; and (iii) an event is “remote” if “the chance of the future event or events occurring is slight.”

For the reasons set out in this paragraph, the outcome of some matters is inherently difficult to predict and/or the range of loss cannot be reasonably estimated. This may be the case in matters that (i) will be decided by a jury, (ii) are in early stages, (iii) involve uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iv) are subject to appeals or motions, (v) involve significant factual issues to be resolved, including with respect to the amount of damages, (vi) do not specify the amount of damages sought or (vii) seek very large damages based on novel and complex damage and liability legal theories. Accordingly, the Corporation cannot reasonably estimate the eventual outcome of these pending matters, the timing of their ultimate resolution or what the eventual loss, fines or penalties, if any, related to each pending matter will be.

In accordance with applicable accounting guidance, the Corporation records accruals for litigation and regulatory matters when those matters present loss contingencies that are both probable and reasonably estimable. When loss contingencies are not both probable and reasonably estimable, the Corporation does not record accruals. No material accruals have been recorded for pending litigation or threatened legal actions or regulatory matters.

For a limited number of matters for which a loss is reasonably possible in future periods, whether in excess of an accrued liability or where there is no accrued liability, the Corporation is able to estimate a range of possible loss. As of March 31, 2017,  the Corporation has estimated the range of reasonably possible loss for these matters to be from zero to approximately $35 million in the aggregate. The Corporation’s estimate with respect to the aggregate range of reasonably possible loss is based upon currently available information and is subject to significant judgment and a variety of assumptions and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate.

In certain other pending matters, there may be a range of reasonably possible loss (including reasonably possible loss in excess of amounts accrued) that cannot be reasonably estimated for the reasons described above. Such matters are not included in the estimate of reasonably possible loss discussed above.

In January 2015, the Public Prosecutor’s Office of France recommended that certain charges be brought against Northern Trust Fiduciary Services (Guernsey) Limited (NTFS), an indirect subsidiary of the Corporation, relating to the administration of two trusts for which NTFS serves as trustee. In April 2015, a French investigating magistrate judge charged NTFS with complicity in

62

Notes to Consolidated Financial Statements (unaudited) (continued)

estate tax fraud. Charges also were brought against a number of other persons and entities related to this matter. The trial related to this matter concluded in October 2016. In January 2017, the French court found no estate tax fraud had occurred and NTFS and all other persons and entities charged were acquitted. The Public Prosecutor’s Office of France has appealed the court decision. The proceedings in the appellate court have not yet been scheduled. As trustee, NTFS provided no tax advice and had no involvement in the preparation or filing of the challenged estate tax filings.

Visa Class B Common Shares. Northern Trust, as a member of Visa U.S.A. Inc. (Visa U.S.A.) and in connection with the 2007 restructuring of Visa U.S.A. and its affiliates and the 2008 initial public offering of Visa Inc. (Visa), received certain Visa Class B common shares. The Visa Class B common shares are subject to certain selling restrictions until the final resolution of the covered litigation noted below, at which time the shares are convertible into Visa Class A common shares based on a conversion rate dependent upon the ultimate cost of resolving the covered litigation.

Certain members of Visa U.S.A. are obligated to indemnify Visa for losses resulting from certain litigation relating to interchange fees (the covered litigation). On October 19, 2012, Visa signed a settlement agreement with plaintiff representatives for binding settlement of the covered litigation. On January 14, 2014, the United States District Court for the Eastern District of New York entered a final judgment order approving the settlement with the class plaintiffs. A number of objectors appealed from that order and more than 30 opt-out cases have been filed by merchants in various federal district courts. On June 30, 2016, the United States Court of Appeals for the Second Circuit reversed the District Court's approval of the settlement and remanded the case to the District Court for further proceedings. In November 2016, a subset of plaintiffs filed a certiorari petition with the Supreme Court of the United States. In March 2017, the Supreme Court denied that petition. The ultimate resolution of the covered litigation and the timing for removal of the selling restrictions on the Visa Class B common shares are uncertain.

In June 2016 and 2015, Northern Trust recorded a $123.1 million and $99.9 million net gain on the sale of 1.1 million and 1.0 million of its Visa Class B common shares, respectively. These sales do not affect Northern Trust’s risk related to the impact of the covered litigation on the rate at which such shares will ultimately convert into Visa Class A common shares. Northern Trust continued to hold approximately 4.1 million and 5.2 million Visa Class B common shares, which are recorded at their original cost basis of zero as of March 31, 2017 and 2016, respectively.

Note 20 – Derivative Financial Instruments

Northern Trust is a party to various derivative financial instruments that are used in the normal course of business to meet the needs of its clients, as part of its trading activity for its own account and as part of its risk management activities. These instruments include foreign exchange contracts, interest rate contracts, total return swap contracts, credit default swap contracts, and swaps related to the sale of certain Visa Class B common shares.

Northern Trust’s primary risks associated with these instruments are the possibility that interest rates, foreign exchange rates, equity prices, or credit spreads could change in an unanticipated manner, resulting in higher costs or a loss in the underlying value of the instrument. These risks are mitigated by establishing limits, monitoring the level of actual positions taken against such established limits and monitoring the level of any interest rate sensitivity gaps created by such positions. When establishing position limits, market liquidity and volatility, as well as experience in each market, are taken into account.

Credit risk associated with derivative instruments relates to the failure of the counterparty and the failure of Northern Trust to pay based on the contractual terms of the agreement, and is generally limited to the unrealized fair value gains and losses on these instruments, net of any cash collateral received or deposited. The amount of credit risk will increase or decrease during the lives of the instruments as interest rates, foreign exchange rates, equity prices or other underlying exposures fluctuate. Northern Trust’s risk is controlled by limiting such activity to an approved list of counterparties and by subjecting such activity to the same credit and quality controls as are followed in lending and investment activities. Credit Support Annexes and other similar agreements are currently in place with a number of Northern Trust’s counterparties which mitigate the aforementioned credit risk associated with derivative activity conducted with those counterparties by requiring that significant net unrealized fair value gains be supported by collateral placed with Northern Trust.

All derivative financial instruments, whether designated as hedges or not, are recorded in the consolidated balance sheets at fair value within other assets or other liabilities. As noted in the discussions below, the manner in which changes in the fair value of a derivative is accounted for in the consolidated statements of income depends on whether the contract has been designated as a hedge and qualifies for hedge accounting under GAAP. Northern Trust has elected to net derivative assets and liabilities when legally enforceable master netting arrangements or similar agreements exist between Northern Trust and the counterparty. Derivative assets and liabilities recorded in the consolidated balance sheets were each reduced by $941.5 million and $1.7 billion as of March 31, 2017 and December 31, 2016, respectively, as a result of master netting arrangements and similar agreements in place.

63

Notes to Consolidated Financial Statements (unaudited) (continued)

Derivative assets and liabilities recorded at March 31, 2017, also reflect reductions of $411.1 million and $207.2 million, respectively, as a result of cash collateral received from and deposited with derivative counterparties, respectively. This compares with reductions of derivative assets and liabilities of $461.3 million and $722.1 million, respectively, at December 31, 2016. Additional cash collateral received from and deposited with derivative counterparties totaling $127.2 million and $126.2 million, respectively, as of March 31, 2017, and $70.8 million and $324.5 million, respectively, as of December 31, 2016, was not offset against derivative assets and liabilities in the consolidated balance sheets as the amounts exceeded the net derivative positions with those counterparties. Northern Trust centrally clears eligible interest rate derivative instruments as required under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Securities posted as collateral for these transactions totaled $52.2 million and $70.7 million at March 31, 2017 and December 31, 2016, respectively, are not offset against derivative assets and liabilities in the consolidated balance sheets, and the counterparty receiving the securities as collateral does not have the right to repledge or sell the securities.

Certain master netting arrangements Northern Trust enters into with derivative counterparties contain credit-risk-related contingent features in which the counterparty has the option to declare Northern Trust in default and accelerate cash settlement of net derivative liabilities with the counterparty in the event Northern Trust’s credit rating falls below specified levels. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position was $271.2 million and $358.2 million at March 31, 2017 and December 31, 2016, respectively. Cash collateral amounts deposited with derivative counterparties on those dates included $159.8 million and $317.5 million, respectively, posted against these liabilities, resulting in a net maximum amount of termination payments that could have been required at March 31, 2017 and December 31, 2016, of $111.4 million and $40.7 million, respectively. Accelerated settlement of these liabilities would not have a material effect on the consolidated financial position or liquidity of Northern Trust.

Foreign exchange contracts are agreements to exchange specific amounts of currencies at a future date, at a specified rate of exchange. Foreign exchange contracts are entered into primarily to meet the foreign exchange needs of clients. Foreign exchange contracts are also used for trading purposes and risk management. For risk management purposes, Northern Trust uses foreign exchange contracts to reduce its exposure to changes in foreign exchange rates relating to certain forecasted non-functional-currency-denominated revenue and expenditure transactions, foreign-currency-denominated assets and liabilities, including investment securities and net investments in non-U.S. affiliates.

Interest rate contracts include swap and option contracts. Interest rate swap contracts involve the exchange of fixed and floating rate interest payment obligations without the exchange of the underlying principal amounts. Northern Trust enters into interest rate swap contracts with its clients and also may utilize such contracts to reduce or eliminate the exposure to changes in the cash flows or fair value of hedged assets or liabilities due to changes in interest rates. Interest rate option contracts may include caps, floors, collars and swaptions, and provide for the transfer or reduction of interest rate risk, typically in exchange for a fee. Northern Trust enters into option contracts primarily as a seller of interest rate protection to clients. Northern Trust receives a fee at the outset of the agreement for the assumption of the risk of an unfavorable change in interest rates. This assumed interest rate risk is then mitigated by entering into an offsetting position with an outside counterparty. Northern Trust may also purchase or enter into option contracts for risk management purposes including to reduce the exposure to changes in the cash flows of hedged assets due to changes in interest rates.

Client-Related and Trading Derivative Instruments. Approximately 96% of Northern Trust’s derivatives outstanding at March 31, 2017 and December 31, 2016, measured on a notional value basis, relate to client-related and trading activities. These activities consist principally of providing foreign exchange services to clients in connection with Northern Trust’s global custody business. However, in the normal course of business, Northern Trust also engages in trading of currencies for its own account.

64

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table shows the notional and fair values of client-related and trading derivative financial instruments. Notional amounts of derivative financial instruments do not represent credit risk, and are not recorded in the consolidated balance sheets. They are used merely to express the volume of this activity. Northern Trust’s credit-related risk of loss is limited to the positive fair value of the derivative instrument, which is significantly less than the notional amount.

Table 60: Notional and Fair Values of Client-Related and Trading Derivative Financial Instruments

	March 31, 2017						December 31, 2016
	Notional Value		Fair Value				Notional Value		Fair Value
(In Millions)			Asset		Liability				Asset		Liability
Foreign Exchange Contracts	$	286,237.9	$	1,851.8	$	1,832.6	$	273,213.1	$	3,274.2	$	3,221.7
Interest Rate Contracts	6,838.1		76.8		67.3		6,968.3		87.0		85.2
Total	$	293,076.0	$	1,928.6	$	1,899.9	$	280,181.4	$	3,361.2	$	3,306.9

Changes in the fair value of client-related and trading derivative instruments are recognized currently in income. The following table shows the location and amount of gains and losses recorded in the consolidated statements of income for the three months ended March 31, 2017 and 2016.

Table 61: Location and Amount of Client-Related and Trading Derivative Gains and Losses Recorded in Income

		Amount of Derivative Gain Recognized in Income
	Location of Derivative Gain Recognized in Income	Three Months Ended March 31,
(In Millions)		2017		2016
Foreign Exchange Contracts	Foreign Exchange Trading Income	$	48.1	$	60.5
Interest Rate Contracts	Security Commissions and Trading Income	1.2		4.1
Total		$	49.3	$	64.6

Risk Management Instruments. Northern Trust uses derivative instruments to hedge its exposure to foreign currency, interest rate, equity price, and credit risk. Certain hedging relationships are formally designated and qualify for hedge accounting under GAAP as fair value, cash flow or net investment hedges. Other derivatives that are entered into for risk management purposes as economic hedges are not formally designated as hedges and changes in fair value are recognized currently in other operating income.

In order to qualify for hedge accounting, a formal assessment is performed on a calendar-quarter basis to verify that derivatives used in designated hedging transactions continue to be highly effective in offsetting the changes in fair value or cash flows of the hedged item. If a derivative ceases to be highly effective, matures, is sold or is terminated, or if a hedged forecasted transaction is no longer probable of occurring, hedge accounting is terminated and the derivative is treated as if it were a trading instrument.

65

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table identifies the types and classifications of derivative instruments formally designated as hedges under GAAP and used by Northern Trust to manage risk, their notional and fair values, and the respective risks addressed.

Table 62: Notional and Fair Value of Designated Risk Management Derivative Financial Instruments

			March 31, 2017						December 31, 2016
	Derivative Instrument	Risk Classification	Notional Value		Fair Value				Notional Value		Fair Value
(In Millions)					Asset		Liability				Asset		Liability
Fair Value Hedges
Available for Sale Investment Securities	Interest Rate Swap Contracts	Interest Rate	$	3,670.3	$	9.6	$	11.0	$	3,873.4	$	88.3	$	16.8
Senior Notes and Long-Term Subordinated Debt	Interest Rate Swap Contracts	Interest Rate	1,250.0		29.7		3.5		1,250.0		71.8		3.3
Cash Flow Hedges
Forecasted Foreign Currency Denominated Transactions	Foreign Exchange Contracts	Foreign Currency	351.5		10.2		6.2		329.3		8.5		7.8
Foreign Currency Denominated Investment Securities	Foreign Exchange Contracts	Foreign Currency	1,193.9		—		27.7		1,431.6		151.5		0.8
Available for Sale Investment Securities	Interest Rate Contracts	Interest Rate	1,025.0		0.2		3.0		975.0		0.1		2.7
Net Investment Hedges
Net Investments in Non-U.S. Affiliates	Foreign Exchange Contracts	Foreign Currency	2,190.0		18.1		7.5		2,083.6		174.6		10.8
Total			$	9,680.7	$	67.8	$	58.9	$	9,942.9	$	494.8	$	42.2

Derivatives are designated as fair value hedges to limit Northern Trust’s exposure to changes in the fair value of assets and liabilities due to movements in interest rates. For a fair value hedge, changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability attributable to the hedged risk are recorded currently in income. The following table shows the location and amount of derivative gains and losses recognized in the consolidated statements of income related to fair value hedges for the three months ended March 31, 2017 and 2016.

Table 63: Location and Amount of Fair Value Hedge Derivative Gains and Losses Recorded in Income

		Location of Derivative Gain/(Loss) Recognized in Income	Amount of Derivative Gain/(Loss) Recognized in Income
	Derivative Instrument		Three Months Ended March 31,
(In Millions)			2017			2016
Available for Sale Investment Securities	Interest Rate Swap Contracts	Interest Income	$	(2.4	)	$	(34.7	)
Senior Notes and Long-Term Subordinated Debt	Interest Rate Swap Contracts	Interest Expense	3.1			47.4
Total			$	0.7		$	12.7

Northern Trust applies the “shortcut” method of accounting, available under GAAP, to substantially all of its fair value hedges, which assumes there is no ineffectiveness in a hedge. For fair value hedges that do not qualify for the “shortcut” method of accounting, Northern Trust utilizes regression analysis, the “long-haul” method of accounting, in assessing whether the hedging relationships are highly effective at inception and quarterly thereafter. There was no ineffectiveness or changes in the fair value of hedged items recognized in income for fair value hedges accounted for under the “long-haul” method of accounting during the three month periods ended March 31, 2017 and 2016.

66

Notes to Consolidated Financial Statements (unaudited) (continued)

Derivatives are also designated as cash flow hedges in order to minimize the variability in cash flows of earning assets or forecasted transactions caused by movements in interest or foreign exchange rates. There was no ineffectiveness recognized in income for cash flow hedges during the three months ended March 31, 2017 and 2016. As of March 31, 2017, 23 months was the maximum length of time over which the exposure to variability in future cash flows of forecasted foreign-currency-denominated transactions was being hedged.

The following table provides cash flow hedge derivative gains and losses recognized in AOCI and the amounts reclassified to income during the three months ended March 31, 2017 and 2016.

Table 64: Cash Flow Hedge Derivative Gains and Losses Recognized in AOCI and Reclassified to Income

(In Millions)	Foreign Exchange Contracts (Before Tax)						Interest Rate  Contracts (Before Tax)
Three Months Ended March 31,	2017			2016			2017			2016
Net Gain/(Loss) Recognized in AOCI	$	8.9		$	4.2		$	(0.2	)	$	5.2
Net Gain/(Loss) Reclassified from AOCI to Net Income
Other Operating Income	0.7			(1.1		)	—			—
Interest Income	4.4			—			0.1			0.9
Other Operating Expense	(0.1		)	(0.4		)	—			—
Total	$	5.0		$	(1.5	)	$	0.1		$	0.9

There were no gains or losses reclassified into earnings during the three months ended March 31, 2017 and 2016, as a result of the discontinuance of forecasted transactions that were no longer probable of occurring. It is estimated that a net gain of $2.9 million and a net loss of $0.4 million will be reclassified into net income within the next twelve months relating to cash flow hedges of foreign currency denominated transactions and cash flow hedges of foreign currency denominated investment securities, respectively. It is estimated that a net gain of $0.2 million will be reclassified into net income upon the receipt of interest payments on earning assets within the next twelve months relating to cash flow hedges of available for sale investment securities.

Certain foreign exchange contracts and qualifying nonderivative instruments are designated as net investment hedges to minimize Northern Trust’s exposure to variability in the foreign currency translation of net investments in non-U.S. branches and subsidiaries. There was no ineffectiveness recorded during the three months ended March 31, 2017 and 2016. Amounts recorded in AOCI are reclassified to net income only upon the sale or liquidation of an investment in a non-U.S. branch or subsidiary.

The following table provides net investment hedge gains and losses recognized in AOCI during the three months ended March 31, 2017 and 2016.

Table 65: Net Investment Hedge Gains and Losses Recognized in AOCI

	Hedging Gain / (Loss) Recognized in OCI (Before Tax)
	Three Months Ended March 31,
(In Millions)	2017			2016
Foreign Exchange Contracts	$	(30.5	)	$	(26.5	)
Total	$	(30.5	)	$	(26.5	)

67

Notes to Consolidated Financial Statements (unaudited) (continued)

Derivatives that are not formally designated as a hedge under GAAP are entered into for risk management purposes. Foreign exchange contracts are entered into to manage the foreign currency risk of non-U.S.-dollar-denominated assets and liabilities, the net investment in certain non-U.S. affiliates, commercial loans and forecasted foreign-currency-denominated transactions. Swaps related to sales of certain Visa Class B common shares were entered into which retains the risks associated with the ultimate conversion of the Visa Class B common shares into Visa Class A common shares. Credit default swaps were entered into to manage credit risk associated with certain loans and loan commitments. Total return swaps are entered into to manage the equity price risk associated with certain investments. The following table identifies the types of risk management derivative instruments not formally designated as hedges and their notional amounts and fair values.

Table 66: Notional and Fair Values of Non-Designated Risk Management Derivative Instruments

	March 31, 2017						December 31, 2016
(In Millions)	Notional Value		Fair Value				Notional Value		Fair Value
			Asset		Liability				Asset		Liability
Foreign Exchange Contracts	$	441.6	$	2.1	$	0.6	$	289.6	$	0.8	$	1.8
Other Financial Derivatives (1)	307.6		—		26.4		270.0		—		25.2
Total	$	749.2	$	2.1	$	27.0	$	559.6	$	0.8	$	27.0

⁽¹⁾  This line includes swaps related to sales of certain Visa Class B common shares.

Changes in the fair value of derivative instruments not formally designated as hedges are recognized currently in income. The following table provides the location and amount of gains and losses recorded in the consolidated statements of income for the three months ended March 31, 2017 and 2016.

Table 67: Location and Amount of Gains and Losses Recorded in Income for Non-Designated Risk Management Derivative Instruments

(In Millions)	Location of Derivative Gain / (Loss) Recognized in Income	Amount of Derivative Gain / (Loss) Recognized in Income
		Three Months Ended March 31,
		2017			2016
Foreign Exchange Contracts	Other Operating Income	$	1.7		$	2.7
Other Financial Derivatives (1)	Other Operating Income	(2.9		)	(0.8		)
Total		$	(1.2	)	$	1.9

⁽¹⁾  This line includes swaps related to sales of certain Visa Class B common shares, total return swap contracts, and credit default swap contracts.

68

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 21 – Offsetting of Assets and Liabilities

The following tables provide information regarding the offsetting of derivative assets and securities purchased under agreements to resell within the consolidated balance sheets as of March 31, 2017 and December 31, 2016.

Table 68: Offsetting of Derivative Assets and Securities Purchased Under Agreements to Resell

March 31, 2017
(In Millions)	Gross Recognized Assets			Gross Amounts Offset		Net Amounts Presented			Gross Amounts Not Offset		Net Amount (3)
Derivative Assets (1)
Foreign Exchange Contracts Over the Counter (OTC)	$	1,414.1		$	884.0	$	530.1		$	—	$	530.1
Interest Rate Swaps OTC	(10.3		)	17.8		(28.1		)	—		(28.1		)
Interest Rate Swaps Exchange Cleared	126.5			20.5		106.0			—		106.0
Cross Product Netting Adjustment	—			19.2		—			—		—
Cross Product Collateral Adjustment	—			411.0		—			—		—
Total Derivatives Subject to a Master Netting Arrangement	1,530.3			1,352.5		177.8			—		177.8
Total Derivatives Not Subject to a Master Netting Arrangement	468.2			—		468.2			—		468.2
Total Derivatives	$	1,998.5		$	1,352.5	$	646.0		$	—	$	646.0
Securities Purchased under Agreements to Resell (2)	$	1,933.8		$	—	$	1,933.8		$	1,933.8	$	—

December 31, 2016
(In Millions)	Gross Recognized Assets		Gross Amounts Offset		Net Amounts Presented		Gross Amounts Not Offset		Net Amount (3)
Derivative Assets (1)
Foreign Exchange Contracts OTC	$	2,800.4	$	1,651.9	$	1,148.5	$	—	$	1,148.5
Interest Rate Swaps OTC	129.8		18.2		111.6		—		111.6
Interest Rate Swaps Exchange Cleared	117.4		21.8		95.6		—		95.6
Cross Product Netting Adjustment	—		17.2		—		—		—
Cross Product Collateral Adjustment	—		461.3		—		—		—
Total Derivatives Subject to a Master Netting Arrangement	3,047.6		2,170.4		877.2		—		877.2
Total Derivatives Not Subject to a Master Netting Arrangement	809.2		—		809.2		—		809.2
Total Derivatives	3,856.8		2,170.4		1,686.4		—		1,686.4
Securities Purchased under Agreements to Resell (2)	$	1,967.5	$	—	$	1,967.5	$	1,967.5	$	—

⁽¹⁾  Derivative assets are reported in other assets in the consolidated balance sheets. Other assets (excluding derivative assets) totaled $3.3 billion as of March 31, 2017 and December 31, 2016, respectively.

⁽²⁾  Securities purchased under agreements to resell are reported in federal funds sold and securities purchased under agreements to resell in the consolidated balance sheets. There were no Federal funds sold and $6.8 million Federal funds sold as of March 31, 2017 and December 31, 2016, respectively.

⁽³⁾  Northern Trust did not possess any cash collateral that was not offset in the consolidated balance sheets that could have been used to offset the net amounts presented in the consolidated balance sheets as of March 31, 2017 and December 31, 2016.

69

Notes to Consolidated Financial Statements (unaudited) (continued)

The following tables provide information regarding the offsetting of derivative liabilities and securities sold under agreements to repurchase within the consolidated balance sheets as of March 31, 2017 and December 31, 2016.

Table 69: Offsetting of Derivative Liabilities and Securities Sold Under Agreements to Repurchase

March 31, 2017
(In Millions)	Gross Recognized Liabilities		Gross Amounts Offset		Net Amounts Presented		Gross Amounts Not Offset		Net Amount (2)
Derivative Liabilities (1)
Foreign Exchange Contracts OTC	$	1,275.1	$	884.0	$	391.1	$	—	$	391.1
Interest Rate Swaps OTC	64.3		17.8		46.5		—		46.5
Interest Rate Swaps Exchange Cleared	20.5		20.5		—		—		—
Other Financial Derivatives	26.4		—		26.4		—		26.4
Cross Product Netting Adjustment	—		19.2		—		—		—
Cross Product Collateral Adjustment	—		207.2		—		—		—
Total Derivatives Subject to a Master Netting Arrangement	1,386.3		1,148.7		237.6		—		237.6
Total Derivatives Not Subject to a Master Netting Arrangement	599.6		—		599.6		—		599.6
Total Derivatives	1,985.9		1,148.7		837.2		—		837.2
Securities Sold under Agreements to Repurchase	$	433.2	$	—	$	433.2	$	433.2	$	—

December 31, 2016
(In Millions)	Gross Recognized Liabilities		Gross Amounts Offset		Net Amounts Presented		Gross Amounts Not Offset		Net Amount (2)
Derivative Liabilities (1)
Foreign Exchange Contracts OTC	$	2,634.4	$	1,651.9	$	982.5	$	—	$	982.5
Interest Rate Swaps OTC	86.2		18.2		68.0		—		68.0
Interest Rate Swaps Exchange Cleared	21.8		21.8		—		—		—
Other Financial Derivatives	25.2		—		25.2				25.2
Cross Product Netting Adjustment	—		17.2		—		—		—
Cross Product Collateral Adjustment	—		722.1		—		—		—
Total Derivatives Subject to a Master Netting Arrangement	2,767.6		2,431.2		336.4		—		336.4
Total Derivatives Not Subject to a Master Netting Arrangement	608.5		—		608.5		—		608.5
Total Derivatives	3,376.1		2,431.2		944.9		—		944.9
Securities Sold under Agreements to Repurchase	$	473.7	$	—	$	473.7	$	473.7	$	—

⁽¹⁾  Derivative liabilities are reported in other liabilities in the consolidated balance sheets. Other liabilities (excluding derivative liabilities) totaled $2.2 billion and $2.7 billion as of March 31, 2017 and December 31, 2016, respectively.

⁽²⁾  Northern Trust did not place any cash collateral with counterparties that was not offset in the consolidated balance sheets that could have been used to offset the net amounts presented in the consolidated balance sheets as of March 31, 2017 and December 31, 2016.

All of Northern Trust’s securities sold under agreements to repurchase (repurchase agreements) and securities purchased under agreements to resell (reverse repurchase agreements) involve the transfer of financial assets in exchange for cash subject to a right and obligation to repurchase those assets for an agreed upon amount. In the event of a repurchase failure, the cash or financial assets are available for offset. All of Northern Trust’s repurchase agreements and reverse repurchase agreements are subject to a master netting arrangement, which sets forth the rights and obligations for repurchase and offset. Under the master netting

70

Notes to Consolidated Financial Statements (unaudited) (continued)

arrangement, Northern Trust is entitled to set off receivables from and collateral placed with a single counterparty against obligations owed to that counterparty. In addition, collateral held by Northern Trust can be offset against receivables from that counterparty.

Derivative asset and liability positions with a single counterparty can be offset against each other in cases where legally enforceable master netting arrangements or similar agreements exist. Derivative assets and liabilities can be further offset by cash collateral received from, and deposited with, the transacting counterparty. The basis for this view is that, upon termination of transactions subject to a master netting arrangement or similar agreement, the individual derivative receivables do not represent resources to which general creditors have rights and individual derivative payables do not represent claims that are equivalent to the claims of general creditors. Northern Trust centrally clears those interest rate derivative instruments addressed under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. These transactions are subject to an agreement similar to a master netting arrangement which has the same rights of offset as described above.

Item 4. Controls and Procedures

As of March 31, 2017, the Corporation’s management, with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), that are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Based on such evaluation, such officers have concluded that, as of March 31, 2017, the Corporation’s disclosure controls and procedures are effective.

There have been no changes in the Corporation’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act during the last fiscal quarter that have materially affected, or that are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The information presented under the caption “Legal Proceedings” in “Note 19 — Contingent Liabilities” included under Part I, Item 1 of this Form 10-Q is incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) The following table shows certain information relating to the Corporation’s purchases of common stock for the three months ended March 31, 2017.

Table 70: Repurchases of Common Stock

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan (1)	Maximum Number of Shares that May Yet Be Purchased Under the Plan
January 1-31, 2017	60,762	$	83.52	60,762	4,025,632
February 1-28, 2017	191,132	84.96		191,132	3,834,500
March 1-31, 2017	148,967	88.57		148,967	3,685,533
Total (First Quarter)	400,861	$	86.09	400,861	3,685,533

⁽¹⁾   Repurchases were made pursuant to the repurchase program announced by the Corporation on April 22, 2015, under which the Corporation’s board of directors authorized the Corporation to repurchase up to 15.0 million shares of the Corporation’s common stock.  The repurchase program has no expiration date.

Item 6. Exhibits

A list of exhibits to this Form 10-Q is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated herein by reference.

71

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 thereunto duly authorized.

		NORTHERN TRUST CORPORATION
		(Registrant)
Date:	May 2, 2017	By:	/s/ S. Biff Bowman
			S. Biff Bowman Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date:	May 2, 2017	By:	/s/ Jane Karpinski
			Jane Karpinski Executive Vice President and Controller (Principal Accounting Officer)

72

EXHIBIT INDEX

Exhibit Number	Description
3.1	By-laws of Northern Trust Corporation, as amended through April 25, 2017 (incorporated by reference to Exhibit 3.1 to the Corporation's Current Report on Form 8-K filed April 26, 2017)
10.1	Northern Trust Corporation Executive Change in Control Severance Plan (incorporated by reference to Exhibit 10.1 to the Corporation's Current Report on Form 8-K filed April 28, 2017)
10.2	Northern Trust Corporation Key Officer Change in Control Severance Plan (incorporated by reference to Exhibit 10.2 to the Corporation's Current Report on Form 8-K filed April 28, 2017)
10.3	Northern Trust Corporation 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed April 26, 2017)
10.4	Form of 2017 Stock Option Award Terms and Conditions
10.5	Form of 2017 Stock Unit Award Terms and Conditions
10.6	Form of 2017 Performance Stock Unit Award Terms and Conditions
10.7	Northern Trust Corporation 2017 Long Term Cash Incentive Plan
10.8	Form of Cash Incentive Award Terms and Conditions
10.9	Northern Partners Incentive Plan – EMEA Plan
10.10	Form of Director Stock Unit Agreement
10.11	Form of Director Stock Unit Agreement (prorated)
31.1	Rule 13a-14(a)/15d-14(a) Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Rule 13a-14(a)/15d-14(a) Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certifications of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Includes the following financial and related information from Northern Trust’s Quarterly Report on Form 10-Q as of and for the quarter ended March 31, 2017, formatted in Extensible Business Reporting Language (XBRL): (1) the Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016, (2) the Consolidated Statements of Income for the three months ended March 31, 2017 and 2016, (3) the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and 2016, (4) the Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2017 and 2016, (5) the Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016, and (6) Notes to Consolidated Financial Statements

73

EX-10.4

Exhibit 10.4

NORTHERN TRUST CORPORATION

TERMS AND CONDITIONS

RELATING TO STOCK OPTIONS GRANTED

PURSUANT TO THE 2012 STOCK PLAN

1.    Grant of Stock Options. The Stock Options to purchase shares of Common Stock of Northern Trust Corporation (the “Corporation”) granted to you pursuant to your Award Notice are subject to these Terms and Conditions Relating to Stock Options Granted Pursuant to the 2012 Stock Plan (the “Terms and Conditions”), the Stock Option Award Notice (the “Award Notice”) and all of the terms and conditions of the Northern Trust Corporation 2012 Stock Plan (the “2012 Stock Plan”), which is incorporated herein by reference. In the case of a conflict between these Terms and Conditions, the Award Notice and the terms of the 2012 Stock Plan, the provisions of the 2012 Stock Plan will govern. Capitalized terms used but not defined herein have the meaning provided therefor in the 2012 Stock Plan.

2.    Exercise Price, Vesting and Expiration.

(a)    Exercise Price. The price at which you may purchase the shares of Common Stock covered by the Stock Options is the Exercise Price.

(b)    Vesting. If you remain continuously employed with your Employer, the Stock Options shall become vested and exercisable on each Vesting Date pursuant to the following vesting schedule (unless otherwise specified in Exhibit I):

Vesting Date	Percentage of Stock Options Vesting
First Anniversary of Grant Date	25%
Second Anniversary of Grant Date	25%
Third Anniversary of Grant Date	25%
Fourth Anniversary of Grant Date	25%

(c)    Expiration of Stock Options. Subject to earlier termination and forfeiture as described in Section 3, the Stock Options will expire and will cease to be exercisable on the Expiration Date.

3.    Termination of Employment. Upon the termination of your employment with your Employer, your right to exercise the Stock Options shall be only as follows:

(a)    Cause. Notwithstanding anything to the contrary contained in these Terms and Conditions, if your Employer terminates your employment for Cause, your Stock Options, whether vested but unexercised or unvested, immediately shall terminate and be forfeited.

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(b)    Death and Disability. If you cease to be an Employee by reason of Disability or death prior to the date that your Stock Options become fully vested, you, your estate, legal representative or beneficiary, if applicable, will become fully vested in the unvested Stock Options and you shall have the right to exercise the vested Stock Options at any time until and including the earlier of: (i) the fifth (5th) anniversary of your Termination Date; and (ii) the Expiration Date.

(c)    Retirement. If you cease to be an Employee by reason of Retirement prior to the date that your Stock Options become fully vested, you will continue to vest in your unvested Stock Options pursuant to Section 2(b) above and once vested, and you shall have the right to exercise the vested Stock Options at any time until and including the earlier of: (i) the fifth (5th) anniversary of your Termination Date; and (ii) the Expiration Date. However, if you cease to be Retired from the Industry (as determined by the Committee in its sole discretion), any Stock Options (whether vested or unvested) immediately shall terminate and be forfeited.

(d)    Severance-Eligible Termination and Redundancy. If you cease to be an Employee and your termination (i) qualifies as a Severance-Eligible Termination and/or (ii) is under circumstances where your position is made redundant by your Employer (if you are employed outside of the United States), you will become fully vested in your unvested Stock Options and you shall have the right to exercise the vested Stock Options at any time until and including the earlier of: (i) one-hundred and eighty (180) days following your Termination Date; and (ii) the Expiration Date.

(e)    Other Termination Events. If you cease to be an Employee for any reason other than those provided above, you, your estate, legal representative or beneficiary, if applicable (in the event of your death after such termination) may, within the three (3) month period following such termination, exercise any vested Stock Options with respect to only such number of shares of Common Stock as to which the right of exercise had vested on or before the Termination Date and any unvested Stock Options immediately shall terminate and be forfeited.

4.    Treatment Upon Change in Control.

(a)     General. Except as may be otherwise provided in an agreement executed by the Corporation and, where applicable, approved by the Corporation’s shareholders, your Stock Options shall be treated in accordance with the following provisions in the event of a Change in Control.

(b)    Conversion of Stock Options by Acquirer. In the event of a Change in Control, each outstanding Stock Option, whether vested but unexercised or unvested (a “Northern Trust Stock Option”) shall be converted into a stock option to purchase a share of the acquirer’s common stock (an “Acquirer Stock Option”) where (i) the intrinsic value of the Acquirer Stock Option shall be the same as the intrinsic value of the Northern Trust Stock Option as of the date of the Change in Control, (ii) the terms and conditions of the Acquirer Stock Option shall be the same in all material respects as the terms and conditions of the Northern Trust Stock Option, and (iii) upon a Qualifying Termination, the Acquirer Stock Option shall become fully vested and exercisable at any time up to and including the Expiration Date. For purposes of the foregoing and to the extent possible, the conversion of Northern Trust Stock Options into Acquirer Stock Options shall be effectuated in

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accordance with the applicable provisions of the Code (and the related Treasury Regulations) and the applicable provisions of the laws of your country of residence and/or employment such that the conversion is tax neutral and itself does not trigger a taxable event to you, the Corporation, your Employer or the acquirer.

(c)    Cashout of Stock Options. In the event of a Change in Control where the acquirer does not convert Northern Trust Stock Options into Acquirer Stock Options, the Corporation shall fully vest each Northern Trust Stock Option immediately prior to the Change in Control, and then shall cancel such vested Northern Trust Stock Option in exchange for a cash payment equal to the difference between (i) the aggregate consideration paid to each shareholder of one (1) share of Common Stock upon the Change in Control, and (ii) the Exercise Price of the Northern Trust Stock Option. Such cash payment shall be made as soon as administratively practicable following the Change in Control in such manner and in accordance with such procedures as the Committee may determine in its sole discretion.

5.    Manner of Exercise. To exercise the vested portion of your Stock Options, you must follow such procedures as may be established by the Committee from time to time.As part of such procedures, you shall be required to specify the number of shares of Common Stock that you elect to purchase and the date on which such purchase is to be made, and you shall be required to make full payment of the Exercise Price. A Stock Option shall not be deemed to have been exercised (i.e., the exercise date shall not be deemed to have occurred) until the notice of such exercise and payment in full of the Exercise Price are provided. The exercise date will be defined by the NASDAQ Stock Market trading hours. If an exercise is completed after the market close or on a weekend, the exercise will be dated the next following trading day.

Except as the Committee may otherwise provide in its sole discretion, you may exercise a vested Stock Option by paying the Exercise Price pursuant one of the following methods of exercise:

(a)    cash payment;

(b)    by delivery of a sufficient number of whole shares of Common Stock you already owned for a period of at least six (6) months having a Fair Market Value equal to the Exercise Price;

(c)    by authorizing the sale of a sufficient number of whole shares of Common Stock that otherwise would be deliverable upon the exercise of the Stock Option having a Fair Market Value equal to the Exercise Price; or

(d)    via a broker-assisted cashless exercise procedure through a broker-dealer approved for such purposes of the Corporation.

In cases where you utilize the "sell to cover" arrangement set forth in Section 5(c) and the Fair Market Value of the number of whole shares of Common Stock sold is greater than the aggregate Exercise Price, the Corporation shall make a cash payment to you equal to the difference as soon as administratively practicable.

6.    Withholding of Tax-Related Items. Regardless of any action the Corporation and/or your Employer take with respect to any or all Tax-Related Items, you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility

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and that the Corporation and your Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Options, including the grant of the Stock Options, the vesting of the Stock Options, the exercise of the Stock Options, the subsequent sale of any shares of Common Stock acquired pursuant to the Stock Options and the receipt of any dividends and (ii) do not commit to structure the terms of the grant or any aspect of the Stock Options to reduce or eliminate your liability for Tax-Related Items.

Prior to the delivery of shares of Common Stock upon exercise of your Stock Options, if your country of residence (and/or your country of employment, if different) requires withholding of Tax-Related Items, the Corporation shall withhold a sufficient number of whole shares of Common Stock otherwise issuable upon exercise of the Stock Options that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In the event that withholding in shares of Common Stock is prohibited or problematic under applicable law or otherwise may trigger adverse consequences to the Corporation or your Employer, your Employer may withhold the minimum Tax-Related Items required to be withheld with respect to the shares of Common Stock in cash from your regular salary and/or wages, or other amounts payable to you. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock or through your regular salary and/or wages or any other amounts payable to you by your Employer, no shares of Common Stock will be issued to you (or your estate) upon exercise of the Stock Options unless and until satisfactory arrangements (as determined by the Corporation) have been made by you with respect to the payment of any Tax-Related Items that the Corporation or your Employer determines, in its sole discretion, must be withheld or collected with respect to such Options.

By accepting these Stock Options, you expressly consent to the foregoing methods of withholding as provided for hereunder. All other Tax-Related Items related to the Stock Options and any shares of Common Stock delivered in settlement thereof are your sole responsibility.

7.    Code Section 409A. The Stock Options are intended to be exempt from the requirements of Code Section 409A. The 2012 Stock Plan and these Terms and Conditions shall be administered and interpreted in a manner consistent with this intent. If the Corporation determines that these Terms and Conditions are subject to Code Section 409A and that it has failed to comply with the requirements of that Section, the Corporation may, at the Corporation’s sole discretion and without your consent, amend these Terms and Conditions to cause them to comply with Code Section 409A or be exempt from Code Section 409A.

8.    Forfeitures and Recoupment

(a)     Recoupment Policy. In addition to these Terms and Conditions, your Stock Options and any shares of Common Stock issued to you pursuant to your Stock Options shall be subject to the provisions of the Northern Trust Corporation Policy on Recoupment Policy, as may be subsequently amended from time to time (the “Policy”).

(b)     Delegation of Authority to Corporation. For purposes of the foregoing, you expressly and explicitly authorize the Corporation to issue instructions, on your behalf, to any

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brokerage firm and/or third party administrator engaged by the Corporation to hold your shares of Common Stock and other amounts acquired pursuant to your Stock Options to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Corporation upon the Corporation’s enforcement of the Policy. To the extent that these Terms and Conditions and the Policy conflict, the terms of the Policy shall prevail.

9.    Nontransferability.

(a)    General. The Stock Options shall be transferable only by will or the laws of descent and distribution and shall be exercisable during your lifetime only by you. If you purport to make any transfer of the Stock Options, except as aforesaid, the Stock Options and all rights thereunder shall terminate immediately.

(b)    Beneficiary Designation. In conjunction with the foregoing, the Corporation may permit you, in its sole discretion, to designate a beneficiary of the Stock Options upon your death in accordance with such procedures as the Corporation may prescribe from time to time, or as otherwise may be approved by the Committee.

10.    Legal and Tax Compliance; Cooperation. If you reside or are employed outside of the United States, you agree, as a condition of the grant of the Stock Options, to repatriate all payments attributable to the shares of Common Stock and/or cash acquired under the 2012 Stock Plan (including, but not limited to, dividends and any proceeds derived from the sale of the shares of Common Stock acquired pursuant to the Stock Options) if required by and in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you also agree to take any and all actions, and consent to any and all actions taken by the Corporation and its Subsidiaries, as may be required to allow the Corporation and its Subsidiaries to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

11.    Age Discrimination Rules. If you are resident or employed in a country that is a member of the European Union, the grant of the Stock Options and these Terms and Conditions are intended to comply with the Age Discrimination Rules. To the extent that a court or tribunal of competent jurisdiction determines that any provision of these Terms and Conditions is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Corporation, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

12.    Securities Laws. The Stock Options shall not be exercisable in whole or in part, and the Corporation shall not be obligated to issue any shares of Common Stock subject to the Stock Options, if such exercise and sale would, in the opinion of counsel for the Corporation, violate the Securities Act of 1933 or any other U.S. federal, state or non-U.S. laws having similar requirements as it may be in effect at the time. The Stock Options are subject to the further requirement that, if at any time the Board of Directors of the Corporation shall determine in its discretion that the listing or qualification of the shares of Common Stock subject to the Stock Options under any securities

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exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of or in connection with the issuance of shares of Common Stock pursuant to the Stock Options, the Stock Options may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation.

13.    No Right to Continued Employment. The grant of the Stock Options shall not confer upon you any right to continue in the employ of your Employer nor limit in any way the right of your Employer to terminate your employment at any time. You shall have no rights as a shareholder of the Corporation with respect to any shares of Common Stock issuable upon the exercise of the Stock Options until the date of issuance of such shares of Common Stock.

14.    Discretionary Nature; No Vested Rights. You acknowledge and agree that the 2012 Stock Plan is discretionary in nature and may be amended, cancelled or terminated by the Corporation, in its sole discretion, at any time. The grant of the Stock Options under the 2012 Stock Plan is a one-time benefit and does not create any contractual or other right to receive a grant of stock options or benefits in lieu of stock options in the future. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the form and timing of any grant, the number of shares of Common Stock subject to the grant, the vesting provisions and the Exercise Price. Any amendment, modification or termination of the 2012 Stock Plan shall not constitute a change or impairment of the terms and conditions of your employment with your Employer.

15.    Extraordinary Benefit. Your participation in the 2012 Stock Plan is voluntary. The value of the Stock Options and any other awards granted under the 2012 Stock Plan is an extraordinary item of compensation outside the scope of your employment (and your employment contract, if any). Any grant under the 2012 Stock Plan, including the grant of the Stock Options, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

16.    Heirs. These Terms and Conditions shall bind and inure to the benefit of the Corporation, its successors and assigns, and you, your estate, legal representative or beneficiary, if applicable, in the event of your death.

17.    Nature of Stock Options. The Stock Options are Nonstatutory Stock Options and shall not be treated as Incentive Stock Options.

18.    Personal Data. The Corporation and your Employer hereby notify you of the following in relation to your personal data and the collection, processing and transfer of such data in relation to the grant of the Stock Options and your participation in the 2012 Stock Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of your personal data is necessary for the Corporation’s administration of the 2012 Stock Plan and your participation in the 2012 Stock Plan, and your denial and/or objection to the collection, processing and transfer of personal data may affect your ability to participate in the 2012 Stock Plan. As such, you voluntarily acknowledge, consent and agree (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

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The Corporation and your Employer hold certain personal information about you, including (but not limited to) your name, home address, email address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Corporation, details of all Options or any other entitlement to shares of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in your favor for the purpose of managing and administering the 2012 Stock Plan (the “Data”). The Data maybe provided by you or collected, where lawful, from third parties, and the Corporation and your Employer will process the Data for the exclusive purpose of implementing, administering and managing your participation in the 2012 Stock Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in your country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such information is unnecessary for the processing purposes sought. The Data will be accessible within the Corporation’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the 2012 Stock Plan and for your participation in the 2012 Stock Plan.

    The Corporation and your Employer will transfer the Data as necessary for the purpose of implementation, administration and management of your participation in the 2012 Stock Plan, and the Corporation and your Employer may each further transfer the Data to any third parties assisting the Corporation in the implementation, administration and management of the 2012 Stock Plan. These recipients may be located in the European Economic Area, the United States or elsewhere throughout the world. You hereby authorize (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing your participation in the 2012 Stock Plan, including any requisite transfer of such Data as may be required for the administration of the 2012 Stock Plan and/or the subsequent holding of shares of Common Stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of Common Stock acquired pursuant to the 2012 Stock Plan.

    You may, at any time, exercise your rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the 2012 Stock Plan and your participation in the 2012 Stock Plan. You may seek to exercise these rights by contacting your local HR manager.

19.    Private Offering. The grant of the Stock Options is not intended to be a public offering of securities in your country of residence (and country of employment, if different). The Corporation has not submitted any registration statement, prospectus or other filing with the local securities authorities with respect to the grant of the Stock Options (unless otherwise required under

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local law). No employee of the Corporation is permitted to advise you on whether you should purchase shares of Common Stock under the 2012 Stock Plan or provide you with any legal, tax or financial advice with respect to the grant of your Stock Options. Investment in shares of Common Stock involves a degree of risk. Before deciding to purchase shares of Common Stock pursuant to the Stock Options, you should carefully consider all risk factors and tax considerations relevant to the acquisition of shares of Common Stock under the 2012 Stock Plan or the disposition of them. Further, you should carefully review all of the materials related to the Stock Options and the 2012 Stock Plan, and you should consult with your personal legal, tax and financial advisors for professional advice in relation to your personal circumstances.

20.    Governing Law. All questions concerning the construction, validity and interpretation of the Stock Options and the 2012 Stock Plan shall be governed and construed according to the laws of the state of Delaware, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the Stock Options or the 2012 Stock Plan shall be brought only in the state or federal courts of the state of Delaware.

21.    Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any documents related to the Stock Options or other awards granted to you under the 2012 Stock Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the 2012 Stock Plan through an on-line or electronic system established and maintained by the Corporation or a third party designated by the Corporation.

22.    Severability. The invalidity or unenforceability of any provision of the 2012 Stock Plan or these Terms and Conditions shall not affect the validity or enforceability of any other provision of the 2012 Stock Plan or these Terms and Conditions.

23.    English Language. If you are resident outside of the United States, you acknowledge and agree that it is your express intent that these Terms and Conditions, the 2012 Stock Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Stock Options be drawn up in English. If you have received these Terms and Conditions, the 2012 Stock Plan or any other documents related to the Stock Options translated into a language other than English and the meaning of the translated version is different than the English version, the English version will control.

24.    Addendum. Notwithstanding any provisions of these Terms and Conditions to the contrary, the Stock Options shall be subject to any special terms and conditions for your country of residence (and country of employment, if different) set forth in an addendum to these Terms and Conditions (an “Addendum”). Further, if you transfer your residence and/or employment to another country reflected in an Addendum to these Terms and Conditions at the time of transfer, the special terms and conditions for such country will apply to you to the extent the Corporation determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Stock Options and the 2012 Stock Plan (or the Corporation may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). In all circumstances, any applicable Addendum shall constitute part of these Terms and Conditions.

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25.    Additional Requirements. The Corporation reserves the right to impose other requirements on the Stock Options, any shares of Common Stock acquired pursuant to the Stock Options and your participation in the 2012 Stock Plan to the extent the Corporation determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Stock Options and the 2012 Stock Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

26.    Definitions. For purposes of these Terms and Conditions:

(a)“Age Discrimination Rules” means the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law.

(b)“Cause” means (i) a material breach or your willful and substantial non-performance of your assigned duties and responsibilities (other than as a result of incapacity due to physical or mental illness), (ii) a conviction of or no contest plea with respect to bribery, extortion, embezzlement, fraud, grand larceny, or any felony or similar conviction under local law involving abuse or misuse of your position to seek or obtain an illegal or personal gain at the expense of the Corporation, your Employer or any Subsidiary, or similar crimes, or conspiracy to commit any such crimes or attempt to commit any such crimes, (iii) your violation of any policy of the Corporation, your Employer or any of its Subsidiaries to which you may be subject or your willful engagement in any misconduct in the performance of your duties that materially injures the Corporation, your Employer or any of its Subsidiaries, (iv) your performance of any act which, if known to the customers, clients, stockholders or regulators of the Corporation, your Employer or any of its Subsidiaries, would materially and adversely impact the business of the Corporation, your Employer or any of its Subsidiaries, or (v) any act or omission by you that causes a regulatory body with jurisdiction over the Corporation, your Employer or any of its Subsidiaries, to demand, request, or recommend that you be suspended or removed from any position in which you serve with the Corporation, your Employer or any of its Subsidiaries.

(c) “Continuous Years of Service” means the period of your continuous and uninterrupted employment with your Employer commencing on your most recent hire date with your Employer through your Termination Date. For the sake of clarity, if your employment with the Corporation or a Subsidiary terminated and you have been rehired by your Employer, your Continuous Years of Service shall not be determined by aggregating your periods of employment with the Corporation or a Subsidiary.

(d)“Disability” means (i) if you are covered under the Northern Trust Corporation Managed Disability Program, a covered disability that continues for a period of at least six (6) months, or (ii) if you are not covered under the Northern Trust Corporation Managed Disability Program, a disability as determined by the Committee in its sole discretion.

(e)“Employer” means the Corporation or any Subsidiary that employs you on the applicable date.

(f)“Exercise Price” means the price at which you may purchase one (1) share of Common Stock pursuant to the Stock Options as reflected in your Award Notice.

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(g)“Expiration Date” means the tenth (10th) anniversary of the Grant Date.

(h)“Grant Date” means the date of grant reflected in your Award Notice.

(i)“Qualifying Termination” means a termination of employment with the Corporation, its Subsidiaries and its successors after the date of the Change in Control and, at any time before the second anniversary of such Change in Control, that is either involuntary on your part and does not result from your death or Disability and is not for Cause.

(j)“Retired from the Industry” means a termination of employment under circumstances that constitute Retirement, and you (i) do not thereafter perform services as an employee, officer, director or consultant for, or in any other capacity assist, any entity (other than the Corporation or a Subsidiary), whether existing or in formation, that provides or plans to provide services the same as, substantially similar to, or in direct or indirect competition with those offered by the Corporation or any Subsidiary and which you rendered on behalf of the Corporation or any Subsidiary during your tenure of employment, including but not limited to, those relating to trust, investment management, financial and family business consulting, guardianship and estate administration, brokerage services, private and commercial banking, asset management, custody, fund administration, investment operations outsourcing, investment risk and analytical services, employee benefit services, securities lending, foreign exchange, treasury and cash management, and transition management services, and (ii) certify to the Corporation, at such times and in such manner as the Committee may require, that since your Retirement, you have not performed any such services. The foregoing notwithstanding, service as a director of an entity described above which has been approved in writing by the Committee prior to the commencement of such service shall not, in and of itself, constitute the cessation of being Retired from the Industry.

(k) “Retirement” means a termination of employment without Cause occurring on or after the date (i) you have attained age 55, and (ii) the sum of your age (in whole years, rounded down to the nearest year) and Continuous Years of Service (in whole years, rounded down to the nearest year) equals or exceeds 65. For purposes of these Terms and Conditions, any Retirement shall become effective on the first day of the month following the month in which you satisfy the provisions hereunder.

(l)“Severance-Eligible Termination” means (i) if you are covered under the Northern Trust Corporation Severance Plan, a covered termination where you have executed on or prior to your Termination Date, an effective settlement agreement, waiver and release, or (ii) if you are not covered under the Northern Trust Corporation Severance Plan, a covered termination pursuant to a redundancy/termination indemnity program established or otherwise contributed to by your Employer where you have executed on or prior to your Termination Date, but in effect as of your Termination Date, a settlement agreement and release.

(m)“Tax-Related Items” means any income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding amounts.

(n)“Termination Date” means (i) if you are a resident of or employed in the United States, the effective date of termination of your employment with your Employer, or (ii) if

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you are resident or employed outside of the United States, the earliest of (A) the date on which notice of termination is provided to you, (B) the last day of your active service with your Employer or (C) the last day on which you are an Employee of your Employer, as determined in each case without including any required advance notice period and irrespective of the status of the termination under local labor or employment laws.

(o)“Vesting Date(s)” means each date on which your Stock Options become vested and exercisable as reflected in Section 2(b).

27.     Acceptance. By accepting the grant of the Stock Options, you affirmatively and expressly acknowledge that you have read these Terms and Conditions, the Award Notice, the Addendum to these Terms and Conditions (as applicable) and the 2012 Stock Plan, and specifically accept and agree to the provisions therein.

* * * * *

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Exhibit I

Alternative Vesting Schedule

Vesting Date Percentage of Stock Options Vesting

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EX-10.5

Exhibit 10.5

NORTHERN TRUST CORPORATION

TERMS AND CONDITIONS

RELATING TO STOCK UNITS GRANTED

PURSUANT TO THE 2012 STOCK PLAN

1.    Grant of Stock Units. The Stock Units (“Stock Units”) with respect to shares of Common Stock of Northern Trust Corporation (the “Corporation”) granted to you pursuant to your Award Notice are subject to these Terms and Conditions Relating to Stock Units Granted Pursuant to the 2012 Stock Plan (the “Terms and Conditions”), the Stock Unit Award Notice (the “Award Notice”) and all of the terms and conditions of the Northern Trust Corporation 2012 Stock Plan (the “2012 Stock Plan”), which is incorporated herein by reference. In the case of a conflict between these Terms and Conditions, the Award Notice and the terms of the 2012 Stock Plan, the provisions of the 2012 Stock Plan will govern. Capitalized terms used but not defined herein have the meaning provided therefor in the 2012 Stock Plan.

2.    Vesting and Settlement; Dividend Equivalents. Your right to receive the shares of Common Stock issuable pursuant to the Stock Units shall be only as follows:

(a)    Normal Vesting. If you continue to be an Employee, you will receive the shares of Common Stock underlying the Stock Units that have become vested as soon as administratively practicable following each Vesting Date pursuant to the following vesting schedule (unless otherwise specified in Exhibit I):

Vesting Date	Percentage of Stock Units Vesting
First Anniversary of Grant Date	0%
Second Anniversary of Grant Date	0%
Third Anniversary of Grant Date	50%
Fourth Anniversary of Grant Date	50%

(b)    Cause. Notwithstanding anything to the contrary contained in these Terms and Conditions, if your Employer terminates your employment for Cause, your Stock Units, whether vested but unsettled or unvested, immediately shall terminate and be forfeited.

(c)    Death and Disability. If you cease to be an Employee by reason of Disability or death prior to the date that your Stock Units become fully vested, you or your estate will become fully vested in your Stock Units, and you, your legal representative or your estate will receive all of the underlying shares of Common Stock as soon as administratively practicable following your termination by reason of Disability or death. Notwithstanding the foregoing, if your termination otherwise would qualify as a Retirement, your Stock Units shall be treated in accordance with Section 2(d) rather than the provisions provided hereunder.

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(d)    Retirement. If you cease to be an Employee by reason of Retirement prior to the date that your Stock Units become fully vested, you will continue to vest in your unvested Stock Units pursuant to Section 2(a) above and once vested, you will receive the underlying shares of Common Stock pursuant to the Stock Units that become vested hereunder as soon as administratively practicable following the originally contemplated Vesting Date(s) as reflected in Section 2(a) above. However, if you cease to be Retired from the Industry (as determined by the Committee in its sole discretion), any Stock Units (whether vested but unsettled or unvested) immediately shall terminate and be forfeited.

(e)    Severance Eligible Termination and Redundancy. If you cease to be an Employee and your termination (i) qualifies as a Severance-Eligible Termination and/or (ii) is under circumstances where your position is made redundant by your Employer (if you are employed outside of the United States), you will become vested in a pro-rata portion of your unvested Stock Units equal to the aggregate number of unvested Stock Units multiplied by a fraction, (i) the numerator of which will equal the total number of your completed full months of continuous service with your Employer between the Grant Date and your Termination Date, plus 12 additional months, and (ii) the denominator of which will equal the total number of months during the Vesting Period (provided, the total number of months in the numerator shall in no event exceed the total number of months in the Vesting Period). You will receive the underlying shares of Common Stock pursuant to the Stock Units that become vested hereunder as soon as administratively practicable following your Termination Date. Notwithstanding the foregoing, if your termination otherwise would qualify as a Retirement, your Stock Units shall be treated in accordance with Section 2(d) rather than the provisions provided hereunder.

(f)    Other Termination Events. If you cease to be an Employee prior to the date that your Stock Units become fully vested for any reason other than those provided above, you shall cease vesting in your Stock Units effective as of your Termination Date and any unvested Stock Units immediately shall terminate and be forfeited.

(g)    Form of Settlement. Notwithstanding the foregoing, the Corporation may, in its sole discretion, settle your Stock Units in the form of: (i) a cash payment to the extent settlement in shares of Common Stock (1) is prohibited under local law, (2) would require you or the Corporation to obtain the approval of any governmental and/or regulatory body in your country of residence (and country of employment, if different) or (3) is administratively burdensome or (ii) shares of Common Stock, but require you to immediately sell such shares of Common Stock (in which case, the Corporation shall have the authority to issue sales instructions in relation to such shares of Common Stock on your behalf).

(h)    Dividend Equivalents. Upon the payment of any dividend on the shares of Common Stock occurring during the period preceding the settlement of your Stock Units pursuant to these Terms and Conditions, the Corporation shall credit to you an amount in cash equal in value to the dividends that you would have received had you been the actual owner of the number of shares of Common Stock represented by the Stock Units. The payment of any dividend equivalents as provided herein shall be made as soon as administratively practicable following the originally

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contemplated Vesting Date(s) as reflected in Section 2(a) above (or such other date(s) on which the Stock Units may become vested pursuant to these Terms and Conditions), and shall be credited with simple interest at the applicable federal interest rate as in effect on the Grant Date.

3.    Treatment Upon Change in Control.

(a)     General. Except as may be otherwise provided in an agreement executed by the Corporation and, where applicable, approved by the Corporation’s shareholders addressing a Change in Control, your Stock Units shall be treated in accordance with the following provisions in the event of a Change in Control.

(b)    Conversion of Stock Units by Acquirer. In the event of a Change in Control, each outstanding Stock Unit, whether vested but unsettled or unvested (a “Northern Trust Stock Unit”), shall be converted into a restricted stock unit over a share of the acquirer’s common stock (an “Acquirer Stock Unit”) where (i) the intrinsic value of the Acquirer Stock Unit shall be the same as the intrinsic value of the Northern Trust Stock Unit as of the date of the Change in Control, (ii) the terms and conditions of the Acquirer Stock Unit shall be the same in all material respects as the terms and conditions of the Northern Trust Stock Unit, and (iii) upon a Qualifying Termination, the Acquirer Stock Unit shall become fully vested and the acquirer shall issue you one (1) share of acquirer’s common stock in settlement of such Acquirer Stock Unit as soon as administratively practicable following such Qualifying Termination. For purposes of the foregoing and to the extent possible, the conversion of Northern Trust Stock Units into Acquirer Stock Units shall be effectuated in accordance with the applicable provisions of the Code (and the related Treasury Regulations) and the applicable provisions of the laws of your country of residence and/or employment such that the conversion is tax neutral and itself does not trigger a taxable event to you, the Corporation, your Employer or the acquirer.

(c)    Cashout of Stock Units. In the event of a Change in Control where the acquirer does not convert Northern Trust Stock Units into Acquirer Stock Units, the Corporation shall fully vest each Northern Trust Stock Unit immediately prior to the Change in Control, and then shall cancel such vested Northern Trust Stock Unit in exchange for a cash payment equal to the aggregate consideration paid to each shareholder of one (1) share of Common Stock upon the Change in Control. Such cash payment shall be made as soon as administratively practicable following the Change in Control in such manner and in accordance with such procedures as the Committee may determine in its sole discretion.

4.    Legal and Tax Compliance; Cooperation. If you are resident or employed outside of the United States, you agree, as a condition of the grant of the Stock Units, to repatriate all payments attributable to the shares of Common Stock and/or cash acquired under the 2012 Stock Plan (including, but not limited to, dividends, dividend equivalents and any proceeds derived from the sale of the shares of Common Stock acquired pursuant to the Stock Units) if required by and in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you also agree to take any and all actions, and consent to any and all actions taken by the Corporation and its Subsidiaries, as may be required to allow the Corporation and its Subsidiaries to comply with local laws, rules and regulations in your

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country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

5.    Age Discrimination Rules. If you are resident and/or employed in a country that is a member of the European Union, the grant of the Stock Units and these Terms and Conditions are intended to comply with the Age Discrimination Rules. To the extent that a court or tribunal of competent jurisdiction determines that any provision of the Terms and Conditions are invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Corporation, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

6.    Withholding of Tax-Related Items. Regardless of any action the Corporation and/or your Employer take with respect to any or all Tax-Related Items, you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Corporation and your Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Units, including the grant of the Stock Units, the vesting of the Stock Units, the subsequent sale of any shares of Common Stock acquired pursuant to the Stock Units and the receipt of any dividends or dividend equivalents and (ii) do not commit to structure the terms of the grant or any aspect of the Stock Units to reduce or eliminate your liability for Tax-Related Items.

Prior to the delivery of shares of Common Stock upon the vesting of your Stock Units, if your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Corporation shall withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the Stock Units that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In the event that withholding in shares of Common Stock is prohibited or problematic under applicable law or otherwise may trigger adverse consequences to the Corporation or your Employer, your Employer may withhold the minimum Tax-Related Items required to be withheld with respect to the shares of Common Stock in cash from your regular salary and/or wages or any other amounts payable to you. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Corporation or through your regular salary and/or wages or other amounts payable to you by your Employer, no shares of Common Stock will be issued to you (or your estate) upon vesting of the Stock Units unless and until satisfactory arrangements (as determined by the Corporation) have been made by you with respect to the payment of any Tax-Related Items that the Corporation or your Employer determines, in its sole discretion, must be withheld or collected with respect to such Stock Units.

By accepting these Stock Units, you expressly consent to the foregoing methods of withholding as provided for hereunder. All other Tax-Related Items related to the Stock Units and any shares of Common Stock delivered in settlement thereof are your sole responsibility.

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7.    Code Section 409A.

(a)    The Stock Units are intended to comply with or be exempt from the requirements of Code Section 409A. The 2012 Stock Plan and these Terms and Conditions shall be administered and interpreted in a manner consistent with this intent. If the Corporation determines that these Terms and Conditions are subject to Code Section 409A and that they do not comply with or are inconsistent with the applicable requirements, the Corporation may, in its sole discretion, and without your consent, amend these Terms and Conditions to cause them to comply with Code Section 409A or be exempt from Code Section 409A.

(b)    Notwithstanding any provision of these Terms and Conditions to the contrary, in the event that any settlement or payment of the Stock Units occurs as a result of your termination of employment and the Corporation determines that you are a “specified employee” (within the meaning of Code Section 409A) subject to Code Section 409A at the time of your termination of employment, and provided further that such payment or settlement does not otherwise qualify for an applicable exemption from Code Section 409A, then no such settlement or payment shall be paid to you until the date that is the earlier to occur of: (i) your death, or (ii) six (6) months and one (1) day following your termination of employment. Any portion of the Stock Unitswhere settlement is delayed as a result of the foregoing, which is (i) in whole or in part, settled in cash and (ii) based on the value of a share of Common Stock, shall be based on the value of the Common Stock at the time the Stock Unitsotherwise would have been settled or paid without application of the delay described in the foregoing sentence. If the Stock Unitsdo not otherwise qualify for an applicable exemption from Code Section 409A, the terms “Retirement,” “terminate,” “termination,” “termination of employment,” and variations thereof as used in these Terms and Conditions are intended to mean a “separation from service” as such term is defined under Code Section 409A.

(c)    Although these Terms and Conditions and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Corporation does not represent or warrant that these Terms and Conditions or the payments provided hereunder will comply with Code Section 409A or any other provisions of federal, state, local, or non-U.S. law. Neither the Corporation, its Subsidiaries, your Employer or their respective directors, officers, employees or advisers shall be liable to you (or any other individual claiming a benefit through you) for any tax, interest, or penalties you may owe as a result of compensation paid under these Terms and Conditions, and the Corporation, its Subsidiaries and your Employer shall have no obligation to indemnify or otherwise protect you from the obligation to pay any taxes pursuant to Code Section 409A.

8.    Forfeitures and Recoupment

(a)    Recoupment Policy. In addition to these Terms and Conditions, your Stock Units and any shares of Common Stock issued to you pursuant to the Stock Units shall be subject to the provisions of the Northern Trust Corporation Policy on Recoupment, as may be subsequently amended from time to time (the "Policy").

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(b)    Delegation of Authority to Corporation. For purposes of the foregoing, you expressly and explicitly authorize the Corporation to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Corporation to hold your shares of Common Stock and other amounts acquired pursuant to your Stock Units to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Corporation upon the Corporation's enforcement of the Policy. To the extent that these Terms and Conditions and the Policy conflict, the terms of the Policy shall prevail.

9.    Nontransferability. The Stock Units shall be transferable only by will or the laws of descent and distribution. If you purport to make any transfer of the Stock Units, except as aforesaid, the Stock Units and all rights thereunder shall terminate immediately.

10.    Securities Laws. The Stock Units shall not be vested in whole or in part, and the Corporation shall not be obligated to issue any shares of Common Stock subject to the Stock Units, if such issuance would, in the opinion of counsel for the Corporation, violate the Securities Act of 1933 or any other U.S. federal, state or non-U.S. laws having similar requirements as it may be in effect at the time. The Stock Units are subject to the further requirement that, if at any time the Board of Directors of the Corporation shall determine in its discretion that the listing or qualification of the shares of Common Stock subject to the Stock Units under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of or in connection with the issuance of shares of Common Stock pursuant to the Stock Units, the Stock Units may not be vested in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation.

11.    No Right of Continued Employment. The grant of the Stock Units shall not confer upon you any right to continue in the employ of your Employer nor limit in any way the right of your Employer to terminate your employment at any time. You shall have no rights as a shareholder of the Corporation with respect to any shares of Common Stock issuable upon the vesting of the Stock Units until the date of issuance of such shares of Common Stock.

12.     Discretionary Nature; No Vested Rights. You acknowledge and agree that the 2012 Stock Plan is discretionary in nature and may be amended, cancelled, or terminated by the Corporation, in its sole discretion, at any time. The grant of the Stock Units under the 2012 Stock Plan is a one-time benefit and does not create any contractual or other right to receive a grant of Stock Units or any other award under the 2012 Stock Plan or other benefits in lieu thereof in the future. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the form and timing of any grant, the number of shares of Common Stock subject to the grant, and the vesting provisions. Any amendment, modification or termination of the 2012 Stock Plan shall not constitute a change or impairment of the terms and conditions of your employment with your Employer.

13.    Extraordinary Benefit. Your participation in the 2012 Stock Plan is voluntary. The value of the Stock Units and any other awards granted under the 2012 Stock Plan is an extraordinary item of compensation outside the scope of your employment (and your employment contract, if

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any). Any grant under the 2012 Stock Plan, including the grant of the Stock Units, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

14.    Heirs. These Terms and Conditions shall bind and inure to the benefit of the Corporation, its successors and assigns, and you and your estate in the event of your death.

15.    Personal Data. The Corporation and your Employer hereby notify you of the following in relation to your personal data and the collection, processing and transfer of such data in relation to the grant of the Stock Units and your participation in the 2012 Stock Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of your personal data is necessary for the Corporation’s administration of the 2012 Stock Plan and your participation in the 2012 Stock Plan, and your denial and/or objection to the collection, processing and transfer of personal data may affect your ability to participate in the 2012 Stock Plan. As such, you voluntarily acknowledge, consent and agree (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Corporation and your Employer hold certain personal information about you, including (but not limited to) your name, home address, email address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Corporation, details of all Stock Units or any other entitlement to shares of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in your favor for the purpose of managing and administering the 2012 Stock Plan (the “Data”). The Data maybe provided by you or collected, where lawful, from third parties, and the Corporation and your Employer will process the Data for the exclusive purpose of implementing, administering and managing your participation in the 2012 Stock Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in your country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such information is unnecessary for the processing purposes sought. The Data will be accessible within the Corporation’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the 2012 Stock Plan and for your participation in the 2012 Stock Plan.

    The Corporation and your Employer will transfer the Data as necessary for the purpose of implementation, administration and management of your participation in the 2012 Stock Plan, and the Corporation and your Employer may each further transfer the Data to any third parties assisting the Corporation in the implementation, administration and management of the 2012 Stock Plan. These recipients may be located in the European Economic Area, the United States or elsewhere throughout the world. You hereby authorize (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing your participation in the 2012 Stock Plan, including

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any requisite transfer of such Data as may be required for the administration of the 2012 Stock Plan and/or the subsequent holding of shares of Common Stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of Common Stock acquired pursuant to the 2012 Stock Plan.

    You may, at any time, exercise your rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data and (d) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the 2012 Stock Plan and your participation in the 2012 Stock Plan. You may seek to exercise these rights by contacting your local HR manager.

16.    Private Placement. The grant of the Stock Units is not intended to be a public offering of securities in your country of residence (and country of employment, if different). The Corporation has not submitted any registration statement, prospectus or other filing with the local securities authorities with respect to the grant of Stock Units (unless otherwise required under local law). No employee of the Corporation is permitted to advise you on whether you should acquire shares of Common Stock under the 2012 Stock Plan or provide you with any legal, tax or financial advice with respect to the grant of the Stock Units. The acquisition of shares of Common Stock involves certain risks, and you should carefully consider all risk factors and tax considerations relevant to the acquisition of shares of Common Stock under the 2012 Stock Plan and the disposition of them. Further, you should carefully review all of the materials related to the Stock Units and the 2012 Stock Plan, and you should consult with your personal legal, tax and financial advisors for professional advice in relation to your personal circumstances.

17.    Governing Law. All questions concerning the construction, validity and interpretation of the Stock Units and the 2012 Stock Plan shall be governed and construed according to the laws of the state of Delaware, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the Stock Units or the 2012 Stock Plan shall be brought only in the state or federal courts of the state of Delaware.

18.    Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any documents related to the Stock Units or other awards granted to you under the 2012 Stock Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the 2012 Stock Plan through an on-line or electronic system established and maintained by the Corporation or a third party designated by the Corporation.

19.    Severability. The invalidity or unenforceability of any provision of the 2012 Stock Plan or these Terms and Conditions shall not affect the validity or enforceability of any other provision of the 2012 Stock Plan or these Terms and Conditions.

20.    English Language. If you are resident outside of the United States, you acknowledge and agree that it is your express intent that these Terms and Conditions, the 2012 Stock Plan and

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all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Stock Units be drawn up in English. If you have received these Terms and Conditions, the 2012 Stock Plan or any other documents related to the Stock Units translated into a language other than English and the meaning of the translated version is different than the English version, the English version will control.

21.    Addendum. Notwithstanding any provisions of these Terms and Conditions to the contrary, the Stock Units shall be subject to any special terms and conditions for your country of residence (and country of employment, if different) set forth in an addendum to these Terms and Conditions (an “Addendum”). Further, if you transfer your residence and/or employment to another country reflected in an Addendum to these Terms and Conditions at the time of transfer, the special terms and conditions for such country will apply to you to the extent the Corporation determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Stock Units and the 2012 Stock Plan (or the Corporation may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). In all circumstances, any applicable Addendum shall constitute part of these Terms and Conditions.

22.     Additional Requirements. The Corporation reserves the right to impose other requirements on the Stock Units, any shares of Common Stock acquired pursuant to the Stock Units and your participation in the 2012 Stock Plan to the extent the Corporation determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Stock Units and the 2012 Stock Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

23.     Definitions. For purposes of these Terms and Conditions:

(a)“Age Discrimination Rules” means the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law.

(b)“Cause” means (i) a material breach or your willful and substantial non-performance of your assigned duties and responsibilities (other than as a result of incapacity due to physical or mental illness), (ii) a conviction of or no contest plea with respect to bribery, extortion, embezzlement, fraud, grand larceny, or any felony or similar conviction under local law involving abuse or misuse of your position to seek or obtain an illegal or personal gain at the expense of the Corporation, your Employer or any Subsidiary, or similar crimes, or conspiracy to commit any such crimes or attempt to commit any such crimes, (iii) your violation of any policy of the Corporation, your Employer or any of its Subsidiaries to which you may be subject or your willful engagement in any misconduct in the performance of your duties that materially injures the Corporation, your Employer or any of its Subsidiaries, (iv) your performance of any act which, if known to the customers, clients, stockholders or regulators of the Corporation, your Employer or any of its Subsidiaries, would materially and adversely impact the business of the Corporation, your Employer or any of its Subsidiaries, or (v) any act or omission by you that causes a regulatory body with

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jurisdiction over the Corporation, your Employer or any of its Subsidiaries, to demand, request, or recommend that you be suspended or removed from any position in which you serve with the Corporation, your Employer or any of its Subsidiaries.

(c)“Continuous Years of Service” means the period of your continuous and uninterrupted employment with your Employer commencing on your most recent hire date with your Employer through your Termination Date. For the sake of clarity, if your employment with the Corporation or a Subsidiary terminated and you have been rehired by your Employer, your Continuous Years of Service shall not be determined by aggregating your periods of employment with the Corporation or a Subsidiary.

(d)“Disability” means (i) if you are covered under the Northern Trust Corporation Managed Disability Program, a covered disability that continues for a period of at least six (6) months, or (ii) if you are not covered under the Northern Trust Corporation Managed Disability Program, a disability as determined by the Committee in its sole discretion.

(e) “Employer” means the Corporation or any Subsidiary that employs you on the applicable date.

(f)“Grant Date” means the date of grant reflected in your Award Notice.

(g)“Qualifying Termination” means a termination of employment with the Corporation, its Subsidiaries and its successors after the date of the Change in Control and, at any time before the second anniversary of such Change in Control, that is either involuntary on your part and does not otherwise qualify as a Retirement, result from your death or Disability and is not for Cause.

(h)“Retired from the Industry” means a termination of employment under circumstances that constitute Retirement, and you (i) do not thereafter perform services as an employee, officer, director or consultant for, or in any other capacity assist, any entity (other than the Corporation or a Subsidiary), whether existing or in formation, that provides or plans to provide services the same as, substantially similar to, or in direct or indirect competition with those offered by the Corporation or any Subsidiary and which you rendered on behalf of the Corporation or any Subsidiary during your tenure of employment, including but not limited to, those relating to trust, investment management, financial and family business consulting, guardianship and estate administration, brokerage services, private and commercial banking, asset management, custody, fund administration, investment operations outsourcing, investment risk and analytical services, employee benefit services, securities lending, foreign exchange, treasury and cash management, and transition management services, and (ii) certify to the Corporation, at such times and in such manner as the Committee may require, that since your Retirement, you have not performed any such services. The foregoing notwithstanding, service as a director of an entity described above which has been approved in writing by the Committee prior to the commencement of such service shall not, in and of itself, constitute the cessation of being Retired from the Industry.

(i)“Retirement” means a termination of employment without Cause occurring on or after the date (i) you have attained age 55, and (ii) the sum of your age (in whole years, rounded

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down to the nearest year) and Continuous Years of Service (in whole years, rounded down to the nearest year) equals or exceeds 65. For purposes of these Terms and Conditions, any Retirement shall become effective on the first day of the month following the month in which you satisfy the provisions hereunder.

(j)“Severance-Eligible Termination” means (i) if you are covered under the Northern Trust Corporation Severance Plan, a covered termination where you have executed on or prior to your Termination Date, an effective settlement agreement, waiver and release, or (ii) if you are not covered under the Northern Trust Corporation Severance Plan, a covered termination pursuant to a redundancy/termination indemnity program established or otherwise contributed to by your Employer where you have executed on or prior to your Termination Date, but in effect as of your Termination Date, a settlement agreement and release.

(k)“Tax-Related Items” means any income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding amounts.

(l)“Termination Date” means (i) if you are a resident of or employed in the United States, the effective date of termination of your employment with your Employer, or (ii) if you are resident or employed outside of the United States, the earliest of (a) the date on which notice of termination is provided to you, (b) the last day of your active service with your Employer or (c) the last day on which you are an Employee of your Employer, as determined in each case without including any required advance notice period and irrespective of the status of the termination under local labor or employment laws.

(m)“Vesting Date” means each date on which you acquire a non-forfeitable right in a Stock Unit as reflected in Section 2(a).

(n)“Vesting Period” means the period commencing on the Grant Date and ending on the last Vesting Date as reflected in Section 2(a).

24.    Acceptance. By accepting the grant of the Stock Units, you affirmatively and expressly acknowledge that you have read these Terms and Conditions, the Award Notice, the Addendum to these Terms and Conditions (as applicable) and the 2012 Stock Plan, and specifically accept and agree to the provisions therein.

* * * * *

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Exhibit I

Alternative Vesting Schedule

Vesting Date Percentage of Stock Units Vesting

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EX-10.6

Exhibit 10.6

NORTHERN TRUST CORPORATION

TERMS AND CONDITIONS

RELATING TO PERFORMANCE STOCK UNITS GRANTED

PURSUANT TO THE 2012 STOCK PLAN

1.    Grant of PSUs. The performance stock units (“PSUs”) with respect to shares of Common Stock of Northern Trust Corporation (the “Corporation”) granted to you pursuant to your Award Notice are subject to the terms and conditions set forth herein (the “Terms and Conditions”), the PSU Award Notice (the “Award Notice”) and all of the terms and conditions of the Northern Trust Corporation 2012 Stock Plan (the “2012 Stock Plan”), which is incorporated herein by reference. In the case of a conflict between these Terms and Conditions, the Award Notice and the terms of the 2012 Stock Plan, the provisions of the 2012 Stock Plan will govern. Capitalized terms used but not defined herein have the meaning provided therefor in the 2012 Stock Plan.

2.    Vesting Conditions. Except as provided in Section 8, the vesting of your PSUs is dependent upon (a) the average annual rate of return on equity that the Corporation achieves during the Performance Period, and (b) your continuous employment with your Employer through the Vesting Date.

3.    Average Annual Rate of Return on Equity.

(a)    If you have remained in the continuous and uninterrupted employment of your Employer through the Vesting Date (except as otherwise provided in Section 8), you shall become vested in the percentage of the PSUs determined based on the Corporation’s average annual rate of return on equity for the Performance Period using the following table (applying straight line interpolation rounded to the nearest whole number of PSUs for average annual rates of return on equity falling between the applicable thresholds):

Average Annual Rate of Return on Equity	Less than 7.5%	7.5%	9.0%	12.0%	≥ 15%
PSU Multiplier	0%	25%	50%	100%	150%

Any PSUs that do not become vested in accordance with the foregoing table shall be forfeited.

(b)    As soon as administratively practicable following the Vesting Date (but in no event later than March 15 of the calendar year following the calendar year in which the Performance Period ends), the Corporation will issue you one (1) share of Common Stock in settlement of each vested PSU.

(c)    For purposes of these Terms and Conditions:

(i) The average annual rate of return on equity for the Performance Period attained by the Corporation is the return on average common equity, based on the Corporation’s net income, and shall be determined by the Committee in its sole and absolute discretion in accordance with generally accepted accounting principles (subject to the adjustments set forth below). For purposes of the foregoing, the average annual rate of return on equity shall be calculated as the simple average annual rate of return on equity for the three-year Performance Period measured across the Corporation as a whole.

(ii) Notwithstanding anything herein to the contrary, for purposes of determining the average annual rate of return on equity for any individual fiscal year of the Corporation within the Performance Period, if any of the following items, individually or aggregated with other items as reflected herein, would produce a change to net income in excess of $100 million, net income shall be determined for such fiscal year by excluding such item(s) as aggregated:

(A) the gains or losses resulting from, and the expenses incurred in connection with, the acquisition or disposition of a business, a merger, or a similar transaction, and integration in connection therewith;

(B) the impact of securities issuances in connection with events described in item (A), above, and expenses incurred in connection therewith;

(C) any gain, loss, income or expense resulting from changes in accounting principles, tax laws, or other laws or provisions affecting reported results, that become effective during the Performance Period;

(D) any gain or loss resulting from, and expenses incurred in connection with, any litigation or regulatory investigations;

(E) any charges and expenses incurred in connection with restructuring activity, including but not limited to, reductions in force;

(F) the impact of discontinued operations;

(G) asset write-downs;

(H) the impact on goodwill impairment; or

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(I) any other gain, loss, income or expense with respect to the Performance Period that is extraordinary, unusual and/or infrequent.

All amounts referenced in the foregoing list shall be determined in accordance with GAAP and shall be consistent with the Corporation’s financial disclosures. Further, the Committee’s determination of the average annual rate of return on equity for a Performance Period shall be final.

4.    Section 162(m). All payments under these Terms and Conditions are intended to constitute "qualified performance-based compensation" within the meaning of Section 162(m) of the Code.

5.    Dividend Equivalents. With respect to the payment of any dividends on the shares of Common Stock occurring during the period preceding the settlement of your PSUs pursuant to these Terms and Conditions, the Corporation shall credit to you an amount in cash equal in value to the dividends that you would have received had you been the actual owner of the number of shares of Common Stock represented by the number of PSUs earned as of the end of the Performance Period. The payment of any dividend equivalents as provided herein shall be made as soon as practical following the Vesting Date (or such other date on which the PSUs may become vested pursuant to these Terms and Conditions), and shall be credited with simple interest at the applicable federal interest rate as in effect on the Grant Date.

6.    Treatment of PSUs Upon Termination Events. In the event you cease to remain in the continuous employment of your Employer through the Vesting Date, your right to receive the shares of Common Stock issuable pursuant to the PSUs shall be only as follows:

        (a)    Cause. Notwithstanding anything to the contrary contained in these Terms and Conditions, if your Employer terminates your employment for Cause, your PSUs, whether vested but unsettled or unvested, immediately shall terminate and be forfeited.

(b)    Death and Disability. If you cease to be an Employee by reason of Disability or death prior to the Vesting Date, you or your estate will become vested in the Actual PSUs as of the Vesting Date. You, your legal representative or your estate will receive the underlying shares of Common Stock pursuant to the vested PSUs as soon as administratively practicable following the Vesting Date (but in no event later than March 15 of the calendar year following the calendar year in which the Performance Period ends).

(c)    Retirement. If (i) you cease to be an Employee by reason of Retirement, (ii) you provide Written Retirement Notice, and (iii) you remain continuously employed with your Employer for at least the initial six (6) months of the Performance Period, you will continue to vest in your PSUs as provided in these Terms and Conditions, and you will receive the underlying shares of Common Stock pursuant to any PSUs that vest pursuant to Section 3 as soon as administratively

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practicable following the Vesting Date (but in no event later than March 15 of the calendar year following the calendar year in which the Performance Period ends). However, if you cease to be Retired from the Industry (as determined by the Committee in its sole discretion), any PSUs immediately shall terminate and be forfeited.

(d)    Severance Eligible Termination and Redundancy. If you cease to be an Employee and your termination (i) qualifies as a Severance-Eligible Termination and/or (ii) is under circumstances in which your position has been made redundant by your Employer (if you are employed outside of the United States), you will become vested in a pro-rata portion of the PSUs equal to the Actual PSUs multiplied by a fraction, (i) the numerator of which will equal the total number of your completed full months of continuous service with your Employer between the Grant Date and your Termination Date, plus 12 additional months, and (ii) the denominator of which will equal the total number of months during the Performance Period (provided, the total number of months in the numerator shall in no event exceed the total number of months in the Performance Period). You will receive the underlying shares of Common Stock pursuant to the vested Actual PSUs as soon as administratively practicable following the end of the Performance Period (but in no event later than March 15 of the calendar year following the calendar year in which the Performance Period ends).

(e)    Other Termination Events. If you cease to be an Employee prior to the date that your PSUs become vested for any reason other than those provided above, your PSUs shall terminate and be forfeited as of your Termination Date.

(f)    Age Discrimination Rules. If you are resident and/or employed in a country that is a member of the European Union, the grant of the PSUs and these Terms and Conditions are intended to comply with the Age Discrimination Rules. To the extent that a court or tribunal of competent jurisdiction determines that any provision of the Terms and Conditions are invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Corporation, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

7.    Form of Settlement. Notwithstanding the foregoing, the Corporation may, in its sole discretion, settle the PSUs in the form of: (a) a cash payment to the extent settlement in shares of Common Stock (i) is prohibited under local law, (ii) would require you or the Corporation and/or your Employer to obtain the approval of any governmental and/or regulatory body in your country of residence (and country of employment, if different), or (iii) is administratively burdensome; or (b) shares of Common Stock, but require you to immediately sell such shares of Common Stock (in which case, the Corporation shall have the authority to issue sales instructions in relation to such shares of Common Stock on your behalf).    

8.    Treatment Upon Change in Control.

(a)    General. Except as may be otherwise provided in an agreement executed by the Corporation and, where applicable, approved by the Corporation’s shareholders addressing a

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Change in Control, your PSUs shall be treated in accordance with the following provisions in the event of a Change in Control.

(b)    Conversion of PSUs by Acquirer. In the event of a Change in Control, the PSUs shall be converted to unvested restricted stock units settled in shares of the acquirer's common stock (an "Acquirer Stock Unit") as follows:

(i)    Acquirer Unvested Stock Units Based Upon Corporation Performance: A pro-rata number of the PSUs shall be converted into a time-based, unvested restricted stock unit over one (1) share of the acquirer’s common stock based upon the Corporation's average annual rate of return on equity as computed for the Abbreviated Performance Period (an “Acquirer Unvested Performance-Related Stock Unit”) where: (1) the Corporation’s average annual rate of return on equity shall be computed on the basis of the Abbreviated Performance Period; (2) the PSU Multiplier shall be determined based upon the Corporation’s average annual rate of return on equity for the Abbreviated Performance Period; (3) the pro-ration shall be done on the basis of the Pre-Change in Control Pro-Ration Factor; and (4) the terms and conditions of each Acquirer Unvested Performance-Related Stock Unit shall be the same in all material respects as the terms and conditions of the original PSU, with the exception that you shall vest in each Acquirer Unvested Performance-Related Stock Unit on the basis of your continuous employment from the date of the Change in Control through the end of the original Performance Period plus one (1) day (the “Post-Change Vesting Date”). Upon vesting, each vested Acquirer Unvested Performance-Related Stock Unit will be settled in one (1) share of the acquirer’s common stock as soon as administratively practicable following the Post-Change Vesting Date. Upon a Qualifying Termination prior to the Post-Change Vesting Date, you shall become fully vested in each Acquirer Unvested Performance-Related Stock Unit and each vested Acquirer Unvested Performance-Related Stock Unit shall be settled (in one share (1) of the acquirer’s common stock) as soon as administratively practicable following such Qualifying Termination.

(ii)    Acquirer Unvested Stock Units: A pro-rata number of the PSUs shall be converted into a time-based, unvested restricted stock unit over one (1) share of the acquirer’s common stock (an “Acquirer Unvested Stock Unit”) where: (1) the number of PSUs subject to conversion to Acquirer Unvested Stock Units shall be computed on the basis of a PSU Multiplier equal to 100%, (2) the pro-ration shall be done on the basis of the Post-Change in Control Pro-Ration Factor, and (3) the terms and conditions of each Acquirer Unvested Stock Unit shall be the same in all material respects as the terms and conditions of the original PSU, with the exception that you shall vest in each Acquirer Unvested Stock Unit on the basis of your continuous employment from the date of the Change in Control through the Post-Change Vesting Date. Upon vesting, each vested Acquirer Unvested Stock Unit will be settled in one (1) share of the acquirer’s common stock as soon as administratively practicable following the Post-Change Vesting Date. Upon a Qualifying Termination prior to the Post-Change Vesting Date, you shall become fully vested in each Acquirer Unvested Stock Unit and each vested Acquirer Unvested Stock Unit shall be settled (in one share (1) of the acquirer’s common stock) as soon as administratively practicable following such Qualifying Termination. For purposes of the foregoing and to the extent possible, the conversion of PSUs into Acquirer Unvested Stock Units shall be effectuated in accordance with the applicable provisions of the Code (and the related Treasury Regulations) and the applicable provisions of the

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laws of your country of residence and/or employment such that the conversion is tax neutral and itself does not trigger a taxable event to you, the Corporation, your Employer or the acquirer.

(c)    Cashout of PSUs. In the event of a Change in Control where the acquirer does not convert the PSUs in accordance with the provisions of Section 8(b), you shall become vested in the PSUs as follows:

(i)    Cashout of Vested PSUs Based Upon Corporation Performance: A pro-rata number of the PSUs shall become vested based upon the Corporation's average annual rate of return on equity as computed for the Abbreviated Performance Period where: (1) the Corporation’s average annual rate of return on equity shall be computed on the basis of the Abbreviated Performance Period, (2) the PSU Multiplier shall be determined based upon the Corporation’s average annual rate of return on equity for the Abbreviated Performance Period, and (3) the pro-ration shall be done on the basis of the Pre-Change in Control Pro-Ration Factor. Upon vesting, each vested PSU shall be cancelled by the Corporation in exchange for a cash payment equal to the aggregate consideration paid to each shareholder of one (1) share of Common Stock upon the Change in Control. Such cash payment shall be made as soon as administratively practicable following the Change in Control in such manner and in accordance with such procedures as the Committee may determine in its sole discretion.

(ii)    Cashout of Vested PSUs Based on Target: Another pro-rata number of the PSUs shall become vested where: (1) the number of PSUs subject to vesting shall be computed on the basis of a PSU Multiplier equal to 100%, and (2) the PSUs will be subject to the Post-Change Pro-Ration Factor. Upon vesting, each vested PSU shall be cancelled by the Corporation in exchange for a cash payment equal to the aggregate consideration paid to each shareholder of one (1) share of Common Stock upon the Change in Control. Such cash payment shall be made as soon as administratively practicable following the Change in Control in such manner and in accordance with such procedures as the Committee may determine in its sole discretion.

9.    Legal and Tax Compliance; Cooperation. If you are resident or employed outside of the United States, you agree, as a condition of the grant of the PSUs, to repatriate all payments attributable to the shares of Common Stock and/or cash acquired under the 2012 Stock Plan (including, but not limited to, dividends, dividend equivalents and any proceeds derived from the sale of the shares of Common Stock acquired pursuant to the PSUs) in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you also agree to take any and all actions, and consent to any and all actions taken by the Corporation and its Subsidiaries, as may be required to allow the Corporation and its Subsidiaries to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

10.    Withholding of Tax-Related Items. Regardless of any action the Corporation and/or your Employer take with respect to any or all Tax-Related Items, you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Corporation and your Employer (i) make no representations or undertakings regarding

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the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including the grant of the PSUs, the vesting of the PSUs, the subsequent sale of any shares of Common Stock acquired pursuant to the PSUs and the receipt of any dividends or dividend equivalents and (ii) do not commit to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items.

Prior to the delivery of shares of Common Stock upon the vesting of your PSUs, if your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Corporation shall withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the PSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In the event that withholding in shares of Common Stock is prohibited or problematic under applicable law or otherwise may trigger adverse consequences to the Corporation or your Employer, your Employer may withhold the minimum Tax-Related Items required to be withheld with respect to the shares of Common Stock in cash from your regular salary and/or wages, or any other amounts payable to you. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Corporation or through your regular salary and/or wages or other amounts payable to you by your Employer, no shares of Common Stock will be issued to you (or your estate) upon vesting of the PSUs unless and until satisfactory arrangements (as determined by the Corporation) have been made by you with respect to the payment of any Tax-Related Items that the Corporation or your Employer determines, in its sole discretion, must be withheld or collected with respect to such PSUs.

By accepting these PSUs, you expressly consent to the foregoing methods of withholding as provided for hereunder. All other Tax-Related Items related to the PSUs and any shares of Common Stock delivered in settlement thereof are your sole responsibility.

11.    Code Section 409A.

(a)    The PSUs are intended to comply with or be exempt from the requirements of Code Section 409A. The 2012 Stock Plan and these Terms and Conditions shall be administered and interpreted in a manner consistent with this intent. If the Corporation determines that these Terms and Conditions are subject to Code Section 409A and that they do not comply with or are inconsistent with the applicable requirements, the Corporation may, in its sole discretion, and without your consent, amend these Terms and Conditions to cause them to comply with Code Section 409A or be exempt from Code Section 409A.

(b)    Notwithstanding any provision of these Terms and Conditions to the contrary, in the event that any settlement or payment of the PSUs occurs as a result of your termination of employment and the Corporation determines that you are a “specified employee” (within the meaning of Code Section 409A) subject to Code Section 409A at the time of your termination of employment, and provided further that such payment or settlement does not otherwise qualify for an applicable exemption from Code Section 409A, then no such settlement or payment shall be paid to you until the date that is the earlier to occur of: (i) your death, or (ii) six (6) months and one

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(1) day following your termination of employment. Any portion of the PSUs where settlement is delayed as a result of the foregoing, which is (i) in whole or in part, settled in cash and (ii) based on the value of a share of Common Stock, shall be based on the value of the Common Stock at the time the PSUs otherwise would have been settled or paid without application of the delay described in the foregoing sentence. If the PSUs do not otherwise qualify for an applicable exemption from Code Section 409A, the terms “Retirement,” “terminate,” “termination,” “termination of employment,” and variations thereof as used in these Terms and Conditions are intended to mean a “separation from service” as such term is defined under Code Section 409A.

(c)    Although these Terms and Conditions and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Corporation does not represent or warrant that these Terms and Conditions or the payments provided hereunder will comply with Code Section 409A or any other provisions of federal, state, local, or non-U.S. law. Neither the Corporation, its Subsidiaries, your Employer or their respective directors, officers, employees or advisers shall be liable to you (or any other individual claiming a benefit through you) for any tax, interest, or penalties you may owe as a result of compensation paid under these Terms and Conditions, and the Corporation, its Subsidiaries and your Employer shall have no obligation to indemnify or otherwise protect you from the obligation to pay any taxes pursuant to Code Section 409A.

12.    Forfeitures and Recoupment

(a)    Recoupment Policy. In addition to these Terms and Conditions, your PSUs and any shares of Common Stock issued to you pursuant to the PSUs shall be subject to the provisions of the Northern Trust Corporation Policy on Recoupment, as may be subsequently amended from time to time (the "Policy").

(b)    Delegation of Authority to Corporation. For purposes of the foregoing, you expressly and explicitly authorize the Corporation to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Corporation to hold your shares of Common Stock and other amounts acquired pursuant to your PSUs to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Corporation upon the Corporation's enforcement of the Policy. To the extent that these Terms and Conditions and the Policy conflict, the terms of the Policy shall prevail.

13.    Nontransferability. The PSUs shall be transferable only by will or the laws of descent and distribution. If you shall purport to make any transfer of the PSUs, except as aforesaid, the PSUs and all rights thereunder shall terminate immediately.

14.    Securities Laws. The PSUs shall not be vested in whole or in part, and the Corporation shall not be obligated to issue any shares of Common Stock subject to the PSUs, if such issuance would, in the opinion of counsel for the Corporation, violate the Securities Act of 1933 or any other U.S. federal, state or non-U.S. laws having similar requirements as it may be in effect at the time. The PSUs are subject to the further requirement that, if at any time the Board of Directors of the Corporation shall determine in its discretion that the listing or qualification of the shares of Common

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Stock subject to the PSUs under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of or in connection with the issuance of shares of Common Stock pursuant to the PSUs, the PSUs may not be vested in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation.

15.    No Right of Continued Employment. The grant of the PSUs shall not confer upon you any right to continue in the employ of your Employer nor limit in any way the right of your Employer to terminate your employment at any time. You shall have no rights as a shareholder of the Corporation with respect to any shares of Common Stock issuable upon the vesting of the PSUs until the date of issuance of such shares of Common Stock.

16.     Discretionary Nature; No Vested Rights. You acknowledge and agree that the 2012 Stock Plan is discretionary in nature and may be amended, cancelled or terminated by the Corporation, in its sole discretion, at any time. The grant of the PSUs under the 2012 Stock Plan is a one-time benefit and does not create any contractual or other right to receive a grant of PSUs or any other award under the 2012 Stock Plan or other benefits in lieu thereof in the future. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the form and timing of any grant, the number of shares of Common Stock subject to the grant and the vesting provisions. Any amendment, modification or termination of the 2012 Stock Plan shall not constitute a change or impairment of the terms and conditions of your employment with your Employer.

17.    Extraordinary Benefit. Your participation in the 2012 Stock Plan is voluntary. The value of the PSUs and any other awards granted under the 2012 Stock Plan is an extraordinary item of compensation outside the scope of your employment (and your employment contract, if any). Any grant under the 2012 Stock Plan, including the grant of the PSUs, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

18.    Heirs. These Terms and Conditions shall bind and inure to the benefit of the Corporation, its successors and assigns, and you and your estate in the event of your death.

19.    Personal Data. The Corporation and your Employer hereby notify you of the following in relation to your personal data and the collection, processing and transfer of such data in relation to the grant of the PSUs and your participation in the 2012 Stock Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of your personal data is necessary for the Corporation’s administration of the 2012 Stock Plan and your participation in the 2012 Stock Plan, and your denial and/or objection to the collection, processing and transfer of personal data may affect your ability to participate in the 2012 Stock Plan. As such, you voluntarily acknowledge, consent and agree (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Corporation and your Employer hold certain personal information about you, including (but not limited to) your name, home address, email address and telephone number, date of birth,

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social security number or other employee identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Corporation, details of all PSUs or any other entitlement to shares of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in your favor for the purpose of managing and administering the 2012 Stock Plan (the “Data”). The Data maybe provided by you or collected, where lawful, from third parties, and the Corporation and your Employer will process the Data for the exclusive purpose of implementing, administering and managing your participation in the 2012 Stock Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in your country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Corporation’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the 2012 Stock Plan and for your participation in the 2012 Stock Plan.

    The Corporation and your Employer will transfer the Data as necessary for the purpose of implementation, administration and management of your participation in the 2012 Stock Plan, and the Corporation and your Employer may each further transfer the Data to any third parties assisting the Corporation in the implementation, administration and management of the 2012 Stock Plan. These recipients may be located in the European Economic Area, the United States or elsewhere throughout the world. You hereby authorize (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing your participation in the 2012 Stock Plan, including any requisite transfer of such Data as may be required for the administration of the 2012 Stock Plan and/or the subsequent holding of shares of Common Stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of Common Stock acquired pursuant to the 2012 Stock Plan.

    You may, at any time, exercise your rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data and (d) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the 2012 Stock Plan and your participation in the 2012 Stock Plan. You may seek to exercise these rights by contacting your local HR manager.

20.    Private Placement. The grant of the PSUs is not intended to be a public offering of securities in your country of residence (and country of employment, if different). The Corporation has not submitted any registration statement, prospectus or other filing(s) with the local securities authorities with respect to the grant of PSUs (unless otherwise required under local law). No employee of the Corporation is permitted to advise you on whether you should acquire shares of Common Stock under the 2012 Stock Plan or provide you with any legal, tax or financial advice

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with respect to the grant of the PSUs. The acquisition of shares of Common Stock involves certain risks, and you should carefully consider all risk factors and tax considerations relevant to the acquisition of shares of Common Stock under the 2012 Stock Plan or the disposition of them. Further, you should carefully review all of the materials related to the PSUs and the 2012 Stock Plan, and you should consult with your personal legal, tax and financial advisors for professional advice in relation to your personal circumstances.

    21.    Governing Law. All questions concerning the construction, validity and interpretation of the PSUs and the 2012 Stock Plan shall be governed and construed according to the laws of the state of Delaware, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the PSUs or the 2012 Stock Plan shall be brought only in the state or federal courts of the state of Delaware.

22.    Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any documents related to the PSUs or other awards granted to you under the 2012 Stock Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the 2012 Stock Plan through an on-line or electronic system established and maintained by the Corporation or a third party designated by the Corporation.

23.    Severability. The invalidity or unenforceability of any provision of the 2012 Stock Plan or these Terms and Conditions shall not affect the validity or enforceability of any other provision of the 2012 Stock Plan or these Terms and Conditions.

24.    English Language. If you are resident outside of the United States, you acknowledge and agree that it is your express intent that these Terms and Conditions, the 2012 Stock Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the PSUs be drawn up in English. If you have received these Terms and Conditions, the 2012 Stock Plan or any other documents related to the PSUs translated into a language other than English and the meaning of the translated version is different than the English version, the English version will control.

25.    Addendum. Notwithstanding any provisions of these Terms and Conditions to the contrary, the PSUs shall be subject to any special terms and conditions for your country of residence (and country of employment, if different) set forth in an addendum to these Terms and Conditions (an “Addendum”). Further, if you transfer your residence and/or employment to another country reflected in an Addendum to these Terms and Conditions at the time of transfer, the special terms and conditions for such country will apply to you to the extent the Corporation determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations, or to facilitate the operation and administration of the PSU and the 2012 Stock Plan (or the Corporation may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). In all circumstances, any applicable Addendum shall constitute part of these Terms and Conditions.

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26.    Additional Requirements. The Corporation reserves the right to impose other requirements on the PSUs, any shares of Common Stock acquired pursuant to the PSUs and your participation in the 2012 Stock Plan to the extent the Corporation determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations, or to facilitate the operation and administration of the award and the 2012 Stock Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

27.    Definitions.     For purpose of these Terms and Conditions:

(a)"Abbreviated Performance Period" means the period commencing on January 1, 2017 and ending on the last day of the month preceding the month in which a Change in Control occurs.

(b)“Actual PSUs” means the number of PSUs, if any, as determined based on the average annual rate of return on equity actually attained by the Corporation (as determined by the Committee in its sole and absolute discretion) for the Performance Period.

(c)“Age Discrimination Rules” means the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law.

(d)“Cause” means (i) a material breach or your willful and substantial non-performance of your assigned duties and responsibilities (other than as a result of incapacity due to physical or mental illness), (ii) a conviction of or no contest plea with respect to bribery, extortion, embezzlement, fraud, grand larceny, or any felony or similar conviction under local law involving abuse or misuse of your position to seek or obtain an illegal or personal gain at the expense of the Corporation, your Employer or any Subsidiary, or similar crimes, or conspiracy to commit any such crimes or attempt to commit any such crimes, (iii) your violation of any policy of the Corporation, your Employer or any of its Subsidiaries to which you may be subject or your willful engagement in any misconduct in the performance of your duties that materially injures the Corporation, your Employer or any of its Subsidiaries, (iv) your performance of any act which, if known to the customers, clients, stockholders or regulators of the Corporation, your Employer or any of its Subsidiaries, would materially and adversely impact the business of the Corporation, your Employer or any of its Subsidiaries, or (v) any act or omission by you that causes a regulatory body with jurisdiction over the Corporation, your Employer or any of its Subsidiaries, to demand, request, or recommend that you be suspended or removed from any position in which you serve with the Corporation, your Employer or any of its Subsidiaries.

(e)“Continuous Years of Service” means the period of your continuous and uninterrupted employment with your Employer commencing on your most recent hire date with your Employer through your Termination Date. For the sake of clarity, if your employment with the Corporation or a Subsidiary terminated and you have been rehired by your Employer, your Continuous Years of Service shall not be determined by aggregating your periods of employment with the Corporation or a Subsidiary.

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(f)“Disability” means (i) if you are covered under the Northern Trust Corporation Managed Disability Program, a covered disability that continues for a period of at least six (6) months, or (ii) if you are not covered under the Northern Trust Corporation Managed Disability Program, a disability as determined by the Committee in its sole discretion.

(g)“Employer” means the Corporation or any Subsidiary that employs you on the applicable date.

(h)“Grant Date” means the date of grant reflected in your Award Notice.

(i)“Performance Period” means the three-year period commencing on January 1, 2017 and ending on December 31, 2019.

(j)"Pre-Change in Control Pro-Ration Factor" means a fraction, the numerator of which is the number of full months in the Abbreviated Performance Period, and the denominator of which is the number of full months in the Performance Period.

(k)"Post-Change in Control Pro-Ration Factor" means a fraction, the numerator of which is the number of full months from the date of a Change in Control through the last day of the Performance Period, and the denominator of which is the number of full months in the Performance Period

(l)“Qualifying Termination” means a termination of employment with the Corporation, its Subsidiaries and its successors after the date of the Change in Control and, at any time before the second anniversary of such Change in Control, that is either involuntary on your part and does not otherwise qualify as a Retirement, result from your death or Disability and is not for Cause.

(m)“Retired from the Industry” means a termination of employment under circumstances that constitute Retirement, and you (i) do not thereafter perform services as an employee, officer, director or consultant for, or in any other capacity assist, any entity (other than the Corporation or a Subsidiary), whether existing or in formation, that provides or plans to provide services the same as, substantially similar to, or in direct or indirect competition with those offered by the Corporation or any Subsidiary and which you rendered on behalf of the Corporation or any Subsidiary during your tenure of employment, including but not limited to, those relating to trust, investment management, financial and family business consulting, guardianship and estate administration, brokerage services, private and commercial banking, asset management, custody, fund administration, investment operations outsourcing, investment risk and analytical services, employee benefit services, securities lending, foreign exchange, treasury and cash management, and transition management services, and (ii) certify to the Corporation, at such times and in such manner as the Committee may require, that since your Retirement, you have not performed any such services. The foregoing notwithstanding, service as a director of an entity described above which has been approved in writing by the Committee prior to the commencement of such service shall not, in and of itself, constitute the cessation of being Retired from the Industry.

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(n)“Retirement” means a termination of employment without Cause occurring on or after the date (i) you have attained age 55, and (ii) the sum of your age (in whole years, rounded down to the nearest year) and Continuous Years of Service (in whole years, rounded down to the nearest year) equals or exceeds 65. For purposes of these Terms and Conditions, any Retirement shall become effective on the first day of the month following the month in which you satisfy the provisions hereunder.

(o)“Severance-Eligible Termination” means (i) if you are covered under the Northern Trust Corporation Severance Plan, a covered termination where you have executed on or prior to your Termination Date an effective settlement agreement, waiver and release, or (ii) if you are not covered under the Northern Trust Corporation Severance Plan, a covered termination pursuant to a redundancy/termination indemnity program established or otherwise contributed to by your Employer where you have executed on or prior to your Termination Date, but in effect as of your Termination Date a settlement agreement and release.

(p)“Tax-Related Items” means any income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding amounts.

(q)“Termination Date” means (i) if you are a resident of or employed in the United States, the effective date of termination of your employment with your Employer, or (ii) if you are resident or employed outside of the United States, the earliest of (a) the date on which notice of termination is provided to you, (b) the last day of your active service with your Employer or (c) the last day on which you are an Employee of your Employer, as determined in each case without including any required advance notice period and irrespective of the status of the termination under local labor or employment laws.

(r)"Vesting Date" means the date on which the Committee certifies the Corporation's attainment of its average annual rate of return on equity for the Performance Period.

(s)“Written Retirement Notice” means a written notice of your Retirement provided at least three (3) months in advance of such Retirement to the Corporation’s chief human resources officer (or in the case of the Retirement of the Corporation’s chief human resources officer, to the Corporation’s chief executive officer).

31.    Acceptance. By accepting the grant of the PSUs, you affirmatively and expressly acknowledge that you have read these Terms and Conditions, the Award Notice, the Addendum to these Terms and Conditions (as applicable) and the 2012 Stock Plan, and specifically accept and agree to the provisions therein.

* * * * *

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EX-10.7

Exhibit 10.7

NORTHERN TRUST CORPORATION

2017 LONG TERM CASH INCENTIVE PLAN

The Northern Trust Corporation 2017 Long Term Cash Incentive Plan (the “Plan”) was adopted on February20, 2017 (the “Effective Date”).

1. Purpose. The purpose of the Plan is to promote the growth and profitability of the Corporation and its Subsidiaries by encouraging outstanding individuals to accept or continue employment with the Corporation and its Subsidiaries through the provision of incentive compensation opportunities in the form of Long Term Cash Incentive Awards (“Awards”).

2. Administration.

(a)    The Committee shall administer the Plan, except as otherwise determined by the Board. The Committee shall consist of at least two (2) Directors as the Board may designate from time to time.

(b)    The Committee shall have full power and authority to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any Long Term Cash Incentive Award Agreement entered into under the Plan, and to make all other determinations that may be necessary or desirable for the administration of the Plan. Any interpretation of the Plan by the Committee shall be final and binding on all persons.

(c)    The Committee may delegate the administration of the Plan, in whole or in part, on such terms and conditions as it may impose, to such other person or persons as it may determine in its discretion, except to the extent prohibited by applicable law.

3. Participants.

(a)    Participants shall consist of Employees whom the Committee may designate from time to time to receive Awards under the Plan. Awards may be granted to Participants who are or were previously Participants under this or other plans of the Corporation or any Subsidiary, and the Corporation may continue to award bonuses and other compensation to Participants under other programs now in existence or hereafter established.

(b)    The Committee shall have the authority to amend the terms and conditions relating to an Award, provided that no amendment shall adversely affect the rights of any Participant under any outstanding Award in any material way without the written consent of the Participant unless such amendment is required by applicable law, or is necessary to cause the Award to be exempt from, or comply with, Code Section 409A.

4. Long Term Cash IncentiveAwards. The Committee may in its discretion award Long Term Cash Incentive Awards under the Plan to Participants hereunder. Each Award shall be subject to such terms and conditions as the Committee may determine at the time of grant, the general provisions of the Plan, the terms and conditions of the applicable Long Term Cash Incentive Award Agreement and the following specific rules:

(a)    Each Award shall be governed by a Long Term Cash Incentive Award Agreement (“Award Agreement”), which shall specify such terms and conditions, not inconsistent with the terms and conditions of the Plan, as the Committee shall determine.

(b)    An Award shall consist of a commitment by the Corporation to distribute at the time specified in, and in accordance with the terms of, the applicable Award Agreement, an amount set forth in the Award Agreement (“Award Amount”), increased for interest in accordance with paragraph (c), below. An Award may be subject to a vesting schedule and such other conditions, restrictions or contingencies, as determined by the Committee and described in the Award Agreement.

(c)    The Corporation shall maintain an account (“Account”) on its books on behalf of each Participant which shall reflect the Award Amount specified in the Participant’s Award Notice, plus interest at a rate specified by the Committee in the Award Agreement to be credited in accordance with the terms of such Award Agreement. Interest specified in the Award Agreement shall in no event exceed 120 percent of the long-term applicable federal rate, as defined in Code Section 1274(d) for the month in which the Award is granted.

(d)Distribution of any Award by the Company or its Subsidiaries shall be made on the date or dates specified in the Award Agreement, subject to the provisions of the Plan, including without limitation Section 7. An Award will be satisfied by a distribution in cash to the Participant.

5. Nontransferability. Except as provided below, each Award granted under the Plan to a Participant shall not be transferable by the Participant other than by will or the laws of descent and distribution. In the event of the death of a Participant during employment or prior to the termination, cancellation or forfeiture of any Award held by the Participant hereunder, each vested Award theretofore granted to the Participant shall be payable to the extent and to such persons as provided in, and in accordance with the terms of, the applicable Award Agreement.

6. Change in Control.

(a)    The Committee may, in its discretion, at the time an Award is made hereunder or at any time prior to a Change in Control, provide for the acceleration of any time periods relating to the realization of such Awards (such as the vesting requirements)

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so that such Awards may be realized as of the date of such Change in Control.The Committee may, in its discretion, include such further provisions and limitations in the Award Agreement as it may deem equitable and in the best interests of the Corporation.

Provisions for acceleration and any further provisions and limitations included by the Committee pursuant to this paragraph (a) must be exempt from or satisfy the requirements of Code Section 409A and applicable regulations and other guidance promulgated thereunder so as to avoid the income tax, interest and penalty provisions of Section 409A.

(b) A “Change in Control” shall be deemed to have occurred if:

(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 30% or more of the combined voting power of the Corporation's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below;

(ii) the election to the Board, without the recommendation or approval of two-thirds of the incumbent Board, of directors constituting a majority of the number of directors of the Corporation then in office, provided, however, that directors whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation will not be considered as incumbent members of the Board for purposes of this section;

(iii) there is consummated a merger or consolidation of the Corporation or any direct or indirect Subsidiary of the Corporation with any other company, other than (A) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), at least 60% of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 20% or more of the combined voting power of the Corporation's then outstanding securities; or

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(iv) there is consummated the sale or disposition by the Corporation of all or substantially all of the Corporation's assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation's assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale or the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation;

provided, that with respect to any nonqualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in paragraphs (i), (ii), (iii) or (iv) also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the Common Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

For purposes of the foregoing, the following definitions shall apply:

“Affiliate” shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act; “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities with respect to which such Person has properly filed a form 13-G; and “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Corporation or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefits plan of the Corporation or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation.

7. Other Provisions.

(a)    AnyAward under the Plan shall be subject to such other provisions as the Committee determines, including, provisions permitting the lapse of restrictions in the event of death, disability or retirement, understandings or conditions as to the Participant's employment in addition to those specifically provided for under the Plan, provisions for the forfeiture of Awards and/or the recoupment of all amounts received in

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connection with an award in the event of breach of noncompetition, nonsolicitation, or confidentiality agreements, restatement of the financial statements of the Corporation or Subsidiary or Business Unit thereof, misconduct, or the occurrence of risk based events or conditions identified by the Committee, or such other conduct or events as the Committee shall specify, during or following termination of employment, and provisions permitting the deferral of the receipt of Awards for such period and upon such terms and conditions as the Committee shall determine.

(b)    Notwithstanding anything herein or in any Award Agreement to the contrary, provisions permitting the deferral of the receipt of Awards must satisfy the requirements of Code Section 409A and applicable regulations and guidance promulgated thereunder, including without limitation all deadlines for deferral elections, so as to avoid the income tax, interest and penalty provisions of Section 409A.

(c)    An Award that is subject to Code Section 409A shall not be distributable on account of retirement or termination of employment, unless the individual incurs a Separation from Service.

(d)    An Award that would otherwise be distributed to a Participant in a given calendar year may be delayed, in the Committee’s discretion, to the extent that the Committee reasonably anticipates that if the payment were made as scheduled the Corporation's deduction with respect to such payment would not be permitted due to the application of Code Section 162(m). Awards not paid as a result of the above limitation shall be paid in the earlier of (i) the Corporation's first taxable year in which the Committee reasonably anticipates that if the payment is made during such year, the deduction of such payment will not be barred by application of Section 162(m), or (ii) the period beginning with the date of the Participant's Separation from Service and ending on the later of the last day of the taxable year of the Corporation in which the Participant incurs a Separation from Service or the 15^th day of the third month following the Participant's Separation from Service.

(e)    (i)    Anything in the Plan to the contrary notwithstanding, including without limitation Section 7(d), if as of the date a Participant incurs a Separation from Service, the Participant is a Key Employee, any distribution of an Award that is subject to the provisions of Code Section 409A to such Participant due to such Separation from Service that would otherwise be made during the six months following such Separation from Service shall be made on the earlier of (i) the date that is six months and one day following such Separation from Service and (ii) the Participant’s death.

(ii)    “Key Employee” means a Participant who is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i). The Corporation's Key Employees shall be identified annually pursuant to Section 7(e)(iii).

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(iii)    The Specified Employee Identification Date as defined in Treas. Reg. §1.409A-1(i)(3), to be used in determining Key Employees of the Corporation shall be September 30 of any calendar year. The January 1 of the calendar year next following that calendar year shall be the Specified Employee Effective Date, as defined in Treas. Reg. §1.409A-1(i)(4), for Participants identified as Key Employees on the immediately preceding Specified Employee Identification Date. Participants identified as Key Employees on a Specified Employee Identification Date (September 30) shall be treated as Key Employees under the Plan for the 12-month period beginning on the Specified Employee Effective Date (January 1) next following such Specified Employee Identification Date.

8. Taxes. The Corporation shall have the right to deduct from any payment to be made under the Plan the amount of any taxes required by law to be withheld from such payment, or to require a Participant to pay to the Corporation such amount required to be withheld prior to the payment of any Award under the Plan.

9. Amendment, Suspension or Termination of Plan. The Board may at any time amend, suspend or terminate the Plan as it deems advisable and in the best interests of the Corporation; provided, that no amendment, suspension or termination shall adversely affect the right of any Participant under any outstanding Award in any material way without the written consent of the Participant, unless such amendment, suspension or termination is required by applicable law. Anything in this Section 9 or elsewhere in the Plan to the contrary notwithstanding:

(a)    the Plan may be amended in any manner necessary to ensure that the Plan complies in all applicable respects with Code Section 409A; and

(b)    the Plan may not be amended in any manner that would cause the Plan to fail to comply in any applicable respect with Code Section 409A.

10. No Contract of Employment. Neither the adoption of the Plan nor the grant of any Award under the Plan shall be deemed to obligate the Corporation or any Subsidiary to continue the employment of any Participant for any particular period, nor shall the granting of an Award constitute a request or consent to postpone the retirement date of any Participant.

11. Applicable Law. All questions pertaining to the validity, construction and administration of the Plan and any Award Agreement, and all claims or causes of action arising under, relating to, or in connection with, the Plan or any Award granted under the Plan shall be determined in conformity with the laws of the State of Delaware, without regard to the conflict of law provisions of any state.

12. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

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(a)    “Award” shall mean any Long Term Cash Incentive Award granted under the Plan.

(b)    “Award Agreement” shall mean, as applicable, a Long Term Cash Incentive Award Agreement.

(c)    “Board” shall mean the Board of Directors of the Corporation.

(d)    “Change in Control” shall have the meaning set forth in Section 6(b) of the Plan.

(e)    “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(f)    “Committee” shall mean the Compensation and Benefits Committee of the Board or such other committee of the Board as maybe designated by the Board from time to time to administer the Plan.

(h)    “Corporation” shall mean Northern Trust Corporation, a Delaware corporation.

(i)    “Effective Date” shall mean February 20, 2017.

(j)    “Employee” shall mean an employee of the Corporation or any Subsidiary.

(k)    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(l)    “Participant” shall mean any Employee selected to receive an Award.

(m)    “Plan” shall mean the Northern Trust Corporation 2017 Long Term Cash Incentive Plan.

(n)    “Separation from Service" shall mean that a Participant dies, retires or otherwise has a termination of employment with the Corporation. A termination of employment will be deemed to occur when the Corporation and the Participant reasonably anticipate that the level of bona fide services the Participant will perform for the Corporation (as an Employee or independent contractor, but not as a director) after a certain date will permanently decrease to less than 50 percent of the average level of bona fide services performed by the Participant for the Corporation (as an Employee or independent contractor, but not as a director) in the immediately preceding 36 months (or the full period of the Participant's services to the Corporation if the Participant has been providing services to the Corporation for less than 36 months), determined in accordance with Treas. Reg. Sec. 1.409A-1(h). The employment relationship will be treated as continuing intact while the Participant is on a bona fide leave of absence (determined in accordance with Treas. Reg. Sec. 409A-1(h)) but (i) only if there is a reasonable expectation that the Participant will return to active employment status, and (ii) only to the extent that

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such leave of absence does not exceed 6 months, or, if longer, for so long as the Participant has a statutory or contractual right to reemployment. For purposes of this Section, references to the Corporation shall include the Corporation and any person with whom the Corporation is considered to be a single employer under Section 414(b) of the Code and all persons with whom the Corporation would be considered a single employer under Code Section 414(c) substituting 50% for the 80% standard that would otherwise apply. For purposes of determining whether an Employee has incurred a Separation from Service under this Plan with respect to Awards made to him as an Employee, his services as a Director shall be disregarded.

(o)    “Subsidiary” shall mean any entity that is directly or indirectly controlled by the Corporation or any entity in which the Corporation has a significant equity or other interest, as determined by the Committee in its discretion.

15. The Long Term Cash Incentive Awards granted under the Plan are intended to be exempt from, or to comply in all applicable respects with, the requirements of Code Section 409A, and the Plan shall be construed and administered so as to cause such Awards to be exempt from or comply with that Code section, respectively, as applicable.

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EX-10.8

Exhibit 10.8

NORTHERN TRUST CORPORATION

TERMS AND CONDITIONS

RELATING TO THE LONG TERM CASH INCENTIVE AWARD

GRANTED PURSUANT TO THE 2017 LONG TERM CASH INCENTIVE PLAN

1.    Grant of Cash Award. The long-term cash incentive award granted to you pursuant to your Award Notice is subject to these Terms and Conditions Relating to the Cash Award Granted Pursuant to the 2017 Long Term Cash Incentive Plan (the “Terms and Conditions”), the Cash Award Notice (the “Award Notice”) and all of the terms and conditions of the Northern Trust Corporation 2017 Long Term Cash Incentive Plan (the “Plan”), which is incorporated herein by reference. In the case of a conflict between these Terms and Conditions, the Award Notice and the terms of the Plan, the provisions of the Plan will govern. Capitalized terms used but not defined herein have the meaning provided therefor in the Plan.

2.    Vesting and Settlement; Cash Award. Your right to receive the long-term cash incentive award shall be only as follows:

(a) Cash Award. The Corporation shall maintain a long-term cash incentive account on its books in your name which shall reflect the cash amount set forth in your Award Notice plus any interest accrued on such amount from the date of grant through the Vesting Date at a per-annum rate equal to the mid-term applicable federal rate for the month of February 20[_], compounded annually (the "Cash Award").

(b) Normal Vesting. If you continue to be an Employee, you will receive the Cash Award as soon as administratively practicable following each Vesting Date pursuant to the following vesting schedule (unless otherwise specified in Exhibit I):

Vesting Date	Percentage of Cash Award Vesting
First Anniversary of Grant Date	0%
Second Anniversary of Grant Date	0%
Third Anniversary of Grant Date	50%
Fourth Anniversary of Grant Date	50%

(c)    Cause. Notwithstanding anything to the contrary contained in these Terms and Conditions, if your Employer terminates your employment for Cause, your Cash Award, whether vested but unsettled or unvested, immediately shall terminate and be forfeited.

(d)    Death, Disability, Severance-Eligible Termination, Redundancy. If you cease to be an Employee by reason of Disability, death, or you qualify for Severance-Eligible Termination, or you cease to be an Employee under circumstances where your position is made

1

redundant by your Employer (if you are employed outside of the United States) prior to the date that your Cash Award becomes fully vested, you or your estate will become fully vested in your Cash Award, and you, your legal representative or your estate will receive the Cash Award as soon as administratively practicable following your termination event. Notwithstanding the foregoing, if your termination by reason of Disability or your Severance-Eligible Termination or your termination by reason of redundancy (if you are employed outside of the United States) would otherwise qualify as a Retirement, your Cash Award shall be treated in accordance with Section 2(e) rather than the provisions provided hereunder.

(e)    Retirement. If you cease to be an Employee by reason of Retirement prior to the date that your Cash Award becomes fully vested, you will continue to vest in the unvested portion of the Cash Award pursuant to Section 2(b) above, and once vested, you will receive the portion of the Cash Award that becomes vested hereunder as soon as administratively practicable following the originally contemplated Vesting Date(s) as reflected in Section 2(b) above. However, if you cease to be Retired from the Industry (as determined by the Committee in its sole discretion), the Cash Award (whether vested but unsettled or unvested) immediately shall terminate and be forfeited.

(f)    Other Termination Events. If you cease to be an Employee prior to the date that your Cash Award becomes fully vested for any reason other than those provided above, you shall cease vesting in your Cash Award effective as of your Termination Date and any unvested portion of the Cash Award immediately shall terminate and be forfeited.

(g)    Form of Settlement. Except as may be otherwise determined by the Corporation, your Employer will settle your Cash Award in local currency through your local payroll.

3.    Treatment Upon Change in Control.

(a)     General. Except as may be otherwise provided in an agreement executed by the Corporation and, where applicable, approved by the Corporation’s shareholders addressing a Change in Control, your Cash Award shall be treated in accordance with the following provisions in the event of a Change in Control.

(b)    Conversion of Cash Award by Acquirer. In the event of a Change in Control, the Cash Award, whether vested but unsettled or unvested (the “Northern Trust Cash Award”) shall be converted into a cash award of the acquirer (the “Acquirer Cash Award”) where (i) the value of the Acquirer Cash Award shall be the same as the value of the Northern Trust Cash Award as of the date of the Change in Control, (ii) the terms and conditions of the Acquirer Cash Award shall be the same in all material respects as the terms and conditions of the Northern Trust Cash Award, and (iii) upon a Qualifying Termination, the Acquirer Cash Award shall become fully vested and the acquirer shall make a payment to you of the Cash Award as soon as administratively practicable following such Qualifying Termination. For purposes of the foregoing and to the extent possible, the conversion of Northern Trust Cash Award into Acquirer Cash Award shall be effectuated in accordance with the applicable provisions of the Code (and the related Treasury Regulations) and the applicable provisions of the laws of your country of residence and/or employment such that the

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conversion is tax neutral and itself does not trigger a taxable event to you, the Corporation, your Employer or the acquirer.

(c)    Immediate Vesting and Payment. In the event of a Change in Control where the acquirer does not convert the Northern Trust Cash Award into the Acquirer Cash Award, the Corporation shall fully vest the Northern Trust Cash Award immediately prior to the Change in Control, and make a payment to you of the Cash Award as soon as administratively practicable following the Change in Control in such manner and in accordance with such procedures as the Committee may determine in its sole discretion.

4.    Legal and Tax Compliance; Cooperation. If you are resident or employed outside of the United States, you agree, as a condition of the grant of the Cash Award, to repatriate all payments of cash acquired under the Plan if required by and in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you also agree to take any and all actions, and consent to any and all actions taken by the Corporation and its Subsidiaries, as may be required to allow the Corporation and its Subsidiaries to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

5.    Age Discrimination Rules. If you are resident and/or employed in a country that is a member of the European Union, the grant of the Cash Award and these Terms and Conditions are intended to comply with the Age Discrimination Rules. To the extent that a court or tribunal of competent jurisdiction determines that any provision of the Terms and Conditions are invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Corporation, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

6.    Withholding of Tax-Related Items. Regardless of any action the Corporation and/or your Employer take with respect to any or all Tax-Related Items, you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Corporation and your Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Cash Award, including the grant of the Cash Award, the vesting of the Cash Award, the subsequent payment of the Cash Award made pursuant to the Cash Award and (ii) do not commit to structure the terms of the grant or any aspect of the Cash Award to reduce or eliminate your liability for Tax-Related Items.

Prior to the payment of the Cash Award upon the vesting of your Cash Award, if your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Corporation shall withhold from the payment of cash, a sufficient amount to pay the Tax-Related Items required to be withheld with respect to the Cash Award. The amount withheld will be used to settle the obligation to withhold the Tax-Related Items. Your employer may also withhold the Tax-Related Items required to be withheld with respect to your Cash Award in cash from your regular salary and/or wages or any other amounts payable to you. In the event the withholding requirements are not satisfied, no payment of cash will be made to you (or your estate) upon vesting

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of the Cash Award unless and until satisfactory arrangements (as determined by the Corporation) have been made by you with respect to the payment of any Tax-Related Items that the Corporation or your Employer determines, in its sole discretion, must be withheld or collected with respect to the Cash Award.

By accepting the Cash Award, you expressly consent to the foregoing method of withholding as provided for hereunder. All other Tax-Related Items related to the Cash Award thereof are your sole responsibility.

7.    Code Section 409A.

(a)    The Cash Award is intended to comply with or be exempt from the requirements of Code Section 409A. The Plan and these Terms and Conditions shall be administered and interpreted in a manner consistent with this intent. If the Corporation determines that these Terms and Conditions are subject to Code Section 409A and they do not comply with or are inconsistent with the applicable requirements, the Corporation may, in its sole discretion, and without your consent, amend these Terms and Conditions to cause them to comply with Code Section 409A or be exempt from Code Section 409A.

(b)    Notwithstanding any provision of these Terms and Conditions to the contrary, in the event that any settlement or payment of the Cash Award occurs as a result of your termination of employment and the Corporation determines that you are a “specified employee” (within the meaning of Code Section 409A) subject to Code Section 409A at the time of your termination of employment, and provided further that such payment or settlement does not otherwise qualify for an applicable exemption from Code Section 409A, then no such settlement or payment shall be paid to you until the date that is the earlier to occur of: (i) your death, or (ii) six (6) months and one (1) day following your termination of employment. If the Cash Award does not otherwise qualify for an applicable exemption from Code Section 409A, the terms “Retirement,” “terminate,” “termination,” “termination of employment,” and variations thereof as used in these Terms and Conditions are intended to mean a “separation from service” as such term is defined under Code Section 409A.

(c)    Although these Terms and Conditions and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Corporation does not represent or warrant that these Terms and Conditions or the payments provided hereunder will comply with Code Section 409A or any other provisions of federal, state, local, or non-U.S. law. Neither the Corporation, its Subsidiaries, your Employer or their respective directors, officers, employees or advisers shall be liable to you (or any other individual claiming a benefit through you) for any tax, interest, or penalties you may owe as a result of compensation paid under these Terms and Conditions, and the Corporation, its Subsidiaries and your Employer shall have no obligation to indemnify or otherwise protect you from the obligation to pay any taxes pursuant to Code Section 409A.

8.    Recoupment Policy. In addition to these Terms and Conditions, your Cash Award and any payment of the Cash Award made to you pursuant to the Cash Award shall be subject to

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the provisions of the Northern Trust Corporation Policy on Recoupment, as may be subsequently amended from time to time (the “Policy”).

9.    Nontransferability. The Cash Award shall be transferable only by will or the laws of descent and distribution. If you purport to make any transfer of the Cash Award, except as aforesaid, the Cash Award and all rights thereunder shall terminate immediately.

10.    No Right of Continued Employment. The grant of the Cash Award shall not confer upon you any right to continue in the employ of your Employer nor limit in any way the right of your Employer to terminate your employment at any time.

11.     Discretionary Nature; No Vested Rights. You acknowledge and agree that the Plan is discretionary in nature and may be amended, cancelled, or terminated by the Corporation, in its sole discretion, at any time. The grant of the Cash Award under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of the Cash Award or any other award under the Plan or other benefits in lieu thereof in the future. Future grants, if any, will be at the sole discretion of the Corporation, including, but not limited to, the form and timing of any grant and the vesting provisions. Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your employment with your Employer.

12.    Extraordinary Benefit. Your participation in the Plan is voluntary. The value of the Cash Award and any other awards granted under the Plan is an extraordinary item of compensation outside the scope of your employment (and your employment contract, if any). Any grant under the Plan, including the grant of the Cash Award, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

13.    Heirs. These Terms and Conditions shall bind and inure to the benefit of the Corporation, its successors and assigns, and you and your estate in the event of your death.

14.    Personal Data. The Corporation and your Employer hereby notify you of the following in relation to your personal data and the collection, processing and transfer of such data in relation to the grant of the Cash Award and your participation in the Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of your personal data is necessary for the Corporation’s administration of the Plan and your participation in the Plan, and your denial and/or objection to the collection, processing and transfer of personal data may affect your ability to participate in the Plan. As such, you voluntarily acknowledge, consent and agree (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Corporation and your Employer hold certain personal information about you, including (but not limited to) your name, home address, email address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, directorships held in the Corporation, details of the Cash Award or any other entitlement to a cash

5

payment, canceled, vested, unvested or outstanding in your favor for the purpose of managing and administering the Plan (the “Data”). The Data maybe provided by you or collected, where lawful, from third parties, and the Corporation and your Employer will process the Data for the exclusive purpose of implementing, administering and managing your participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in your country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such information is unnecessary for the processing purposes sought. The Data will be accessible within the Corporation’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for your participation in the Plan.

    The Corporation and your Employer will transfer the Data as necessary for the purpose of implementation, administration and management of your participation in the Plan, and the Corporation and your Employer may each further transfer the Data to any third parties assisting the Corporation in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, the United States or elsewhere throughout the world. You hereby authorize (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan to a broker or other third party with whom you may elect to deposit the cash payment made pursuant to the Cash Award under the Plan.

    You may, at any time, exercise your rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data and (d) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in the Plan. You may seek to exercise these rights by contacting your local HR manager.

15.    Governing Law. All questions concerning the construction, validity and interpretation of the Cash Award and the Plan shall be governed and construed according to the laws of the state of Delaware, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the Cash Award or the Plan shall be brought only in the state or federal courts of the state of Delaware.

16.    Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any documents related to the Cash Award or other awards granted to you under the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Corporation or a third party designated by the Corporation.

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17.    Severability. The invalidity or unenforceability of any provision of the Plan or these Terms and Conditions shall not affect the validity or enforceability of any other provision of the Plan or these Terms and Conditions.

18.    English Language. If you are resident outside of the United States, you acknowledge and agree that it is your express intent that these Terms and Conditions, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Cash Award be drawn up in English. If you have received these Terms and Conditions, the Plan or any other documents related to the Cash Award translated into a language other than English and the meaning of the translated version is different than the English version, the English version will control.

19.    Addendum. Notwithstanding any provisions of these Terms and Conditions to the contrary, the Cash Award shall be subject to any special terms and conditions for your country of residence (and country of employment, if different) set forth in an addendum to these Terms and Conditions (an “Addendum”). Further, if you transfer your residence and/or employment to another country reflected in an Addendum to these Terms and Conditions at the time of transfer, the special terms and conditions for such country will apply to you to the extent the Corporation determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Cash Award and the Plan (or the Corporation may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). In all circumstances, any applicable Addendum shall constitute part of these Terms and Conditions.

20.     Exclusion of Claim. You acknowledge and agree that you will have no entitlement to compensation or damages in consequence of the termination of your employment with the Corporation and your Employer for any reason whatsoever and whether or not in breach of contract, insofar as any purported claim to such entitlement arises or may arise from your ceasing to have rights under or to be entitled to vest in the Cash Award as a result of such termination of employment (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of the Cash Award. Upon the grant of the Cash Award, you shall be deemed irrevocably to have waived any such entitlement.

21.     Additional Requirements. The Corporation reserves the right to impose other requirements on the Cash Award, any cash payment made pursuant to the Cash Award and your participation in the Plan to the extent the Corporation determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Cash Award and the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

22.     Definitions. For purposes of these Terms and Conditions:

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(a)“Age Discrimination Rules” means the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law.

(b)“Cause” means (i) a material breach or your willful and substantial non-performance of your assigned duties and responsibilities (other than as a result of incapacity due to physical or mental illness), (ii) a conviction of or no contest plea with respect to bribery, extortion, embezzlement, fraud, grand larceny, or any felony or similar conviction under local law involving abuse or misuse of your position to seek or obtain an illegal or personal gain at the expense of the Corporation, your Employer or any Subsidiary, or similar crimes, or conspiracy to commit any such crimes or attempt to commit any such crimes, (iii) your violation of any policy of the Corporation, your Employer or any of its Subsidiaries to which you may be subject or your willful engagement in any misconduct in the performance of your duties that materially injures the Corporation, your Employer or any of its Subsidiaries, (iv) your performance of any act which, if known to the customers, clients, stockholders or regulators of the Corporation, your Employer or any of its Subsidiaries, would materially and adversely impact the business of the Corporation, your Employer or any of its Subsidiaries, or (v) any act or omission by you that causes a regulatory body with jurisdiction over the Corporation, your Employer or any of its Subsidiaries, to demand, request, or recommend that you be suspended or removed from any position in which you serve with the Corporation, your Employer or any of its Subsidiaries.

(c)“Continuous Years of Service” means the period of your continuous and uninterrupted employment with your Employer commencing on your most recent hire date with your Employer through your Termination Date. For the sake of clarity, if your employment with the Corporation or a Subsidiary terminated and you have been rehired by your Employer, your Continuous Years of Service shall not be determined by aggregating your periods of employment with the Corporation or a Subsidiary.

(d)“Disability” means (i) if you are covered under the Northern Trust Corporation Managed Disability Program, a covered disability that continues for a period of at least six (6) months, or (ii) if you are not covered under the Northern Trust Corporation Managed Disability Program, a disability as determined by the Committee in its sole discretion.

(e) “Employer” means the Corporation or any Subsidiary that employs you on the applicable date.

(f)“Grant Date” means the date of grant reflected in your Award Notice.

(g)“Qualifying Termination” means a termination of employment with the Corporation, its Subsidiaries and its successors after the date of the Change in Control and, at any time before the second anniversary of such Change in Control, that is either involuntary on your part and does not otherwise qualify as a Retirement, result from your death or Disability and is not for “Cause”.

(h)“Retired from the Industry” means a termination of employment under circumstances that constitute Retirement, and you (i) do not thereafter perform services as an employee, officer, director or consultant for, or in any other capacity assist, any entity (other than

8

the Corporation or a Subsidiary), whether existing or in formation, that provides or plans to provide services the same as, substantially similar to, or in direct or indirect competition with those offered by the Corporation or any Subsidiary and which you rendered on behalf of the Corporation or any Subsidiary during your tenure of employment, including but not limited to, those relating to trust, investment management, financial and family business consulting, guardianship and estate administration, brokerage services, private and commercial banking, asset management, custody, fund administration, investment operations outsourcing, investment risk and analytical services, employee benefit services, securities lending, foreign exchange, treasury and cash management, and transition management services, and (ii) certify to the Corporation, at such times and in such manner as the Committee may require, that since your Retirement, you have not performed any such services. The foregoing notwithstanding, service as a director of an entity described above which has been approved in writing by the Committee prior to the commencement of such service shall not, in and of itself, constitute the cessation of being Retired from the Industry.

(i)“Retirement” means a termination of employment without Cause occurring on or after the date (i) you have attained age 55, and (ii) the sum of your age (in whole years, rounded down to the nearest year) and Continuous Years of Service (in whole years, rounded down to the nearest year) equals or exceeds 65. For purposes of these Terms and Conditions, any Retirement shall become effective on the first day of the month following the month in which you satisfy the provisions hereunder.

(j)“Severance-Eligible Termination” means (i) if you are covered under the Northern Trust Corporation Severance Plan, a covered termination where you have executed on or prior to your Termination Date, an effective settlement agreement, waiver and release, or (ii) if you are not covered under the Northern Trust Corporation Severance Plan, a covered termination pursuant to a redundancy/termination indemnity program established or otherwise contributed to by your Employer where you have executed on or prior to your Termination Date, but in effect as of your Termination Date, a settlement agreement and release.

(k)“Tax-Related Items” means any income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding amounts.

(l)“Termination Date” means (i) if you are a resident of or employed in the United States, the effective date of termination of your employment with your Employer, or (ii) if you are resident or employed outside of the United States, the earliest of (a) the date on which notice of termination is provided to you, (b) the last day of your active service with your Employer or (c) the last day on which you are an Employee of your Employer, as determined in each case without including any required advance notice period and irrespective of the status of the termination under local labor or employment laws.

(m)“Vesting Date” means each date on which you acquire a non-forfeitable right in a portion of the Cash Award as reflected in Section 2(b).

23.    Acceptance. By accepting the grant of the Cash Award, you affirmatively and expressly acknowledge that you have read these Terms and Conditions, the Award Notice, the

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Addendum to these Terms and Conditions (as applicable) and the Plan, and specifically accept and agree to the provisions therein.

* * * * *

10

Exhibit I

Alternative Vesting Schedule

Vesting Date Percentage of Cash Award Vesting

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EX-10.9

Exhibit 10.9

Northern Partners Incentive Plan – EMEA Plan

1. Purpose of Plan

• The purpose of the Northern Partners Incentive Plan (the “Plan”) is to promote the achievement of superior financial and operating performance of Northern Trust Corporation and its subsidiaries (hereinafter referred to as “Northern Trust”), and further the objective of delivering unrivaled service to its clients and partners through the awarding of incentive payments to selected employees.

• The Plan supersedes all incentive plans previously established or maintained by Northern Trust providing for any form of incentive, bonus or commission compensation.¹ 

2. Plan Year / Effective Date / Termination

• The Plan Year is the calendar year from January 1 to December 31.

• The Plan was adopted by the Board of Directors of Northern Trust Corporation on July 19, 2004.

• The Plan shall remain in effect until terminated by the Board of Directors of Northern Trust Corporation.

3. Plan Performance Periods

• Under the Plan, incentives may be determined and paid on a quarterly, semi-annual, or an annual basis, depending upon the incentive category to which a participant is assigned and the structure of the potential award determined for the participant. The applicable performance periods and frequency of award payments are determined by Business Unit Management.

• The performance periods for the Plan Year for incentives with quarterly payments are as follows:

◦ January 1 to March 31;

◦ April 1 to June 30;

◦ July 1 to September 30; and

^{____________________________________________} 

¹ However, nothing herein shall be interpreted to supersede the Management Performance Plan.

◦ October 1 to December 31.

• The performance periods for the Plan Year incentives with semi-annual payments are as follows:

◦ January 1 to June 30; and

◦ July 1 to December 31.    

• The performance period for all other awards under the Plan is the Plan Year, unless otherwise approved by the Chief Human Resources Officer or his/her designee.

4. Eligibility / Participation

• Participants in the Plan for the Plan Year are those employees designated by their respective Business Units as eligible to participate in the Plan. Participants are generally designated at the beginning of the Plan Year. In addition, those employees who have a change in job duties, are promoted, or who are hired during the performance period may be considered for inclusion and designated by their respective Business Units for partial Plan Year participation.

• Designation for participation in this Plan for one Plan Year or a portion thereof does not establish eligibility for participation in any subsequent Plan Year or for any form of incentive, bonus or commission compensation with respect to any subsequent period.

• Participants are assigned for the Plan Year to one of the following incentive categories within the Plan as their primary eligibility for their current role. However, participants may receive payments under multiple incentive categories within a Plan Year:

◦ Northern Performance Incentives

◦ Northern Sales Incentives

◦ Northern Technical Incentives

5. Award Targets

• An award target, generally expressed as a percent of a participant’s base salary at the beginning of the Plan Year, will be communicated to each participant annually as a potential award goal provided that the applicable Corporate and Business Unit goals and individual performance expectations are achieved.

• The payment of any incentive amount is at the absolute discretion of Northern Trust. Management has the discretion not to award participants an incentive payout or to reduce the amount of the incentive payout if either Corporate, Business Unit or individual performances are not in line with expectations or due to any other reason Management deems fit in its sole discretion. This may mean that, regardless of individual performance, where Corporate or Business Unit performance is not in line

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with expectations (or any other factors as Northern Trust determines appropriate), participants may receive no payout.

6. Individual Performance Measures

• Each participant will receive performance expectations, including risk management expectations, for the Plan Year that will consist of both objective goals and subjective performance assessments.

• Each participant’s manager will establish the participant’s performance expectations as early in the Plan Year as practicable.

7. Plan Funding

• At the beginning of each Plan Year, the Compensation and Benefits Committee of the Board of Directors of Northern Trust Corporation (the “Committee”) will determine a Corporate Earnings Target and projected funding for awards under the Plan. Management reserves the right to either increase or decrease the original projected funding amount for the Corporate level; provided, however, that the funding amount may not exceed the funding level established by the Committee without prior approval. Management has full discretion to allocate funding to the Business Unit level depending upon actual results and each Business Unit’s relative contribution to actual results, effective risk management, or for any other reason as Management deems fit in its sole discretion. Where funding is reduced in respect of Corporate or Business Unit amounts, this may result in no incentive payout, regardless of individual performance or any other factors. In addition, the funding amount is subject to final approval by, and may be further reduced by, the Committee after the end of the performance period, as described at Section 10, below.

8. Individual Award Determination

• All awards (if any) are impacted by available Plan funding, as determined and adjusted by Corporate and Business Unit Management in its discretion.

• Awards (if any) are determined by Business Unit Management after the end of the applicable performance period, based upon an assessment of individual performance during the applicable performance period, taking into consideration:

◦ Individual performance expectations, including the risk management expectation;

◦ Overall contribution to Corporate and Business Unit earnings, relative to peers;

◦ Competitiveness of a participant’s total compensation; and

◦ Notification by the participant or by Northern Trust of a notice to terminate the participant’s employment prior to the first day in February after the close of the plan year.

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• Formula-driven performance measures are one of several factors for determination of award amounts. Both quantitative and qualitative performance criteria will be used to evaluate performance. Thus, Management has the full discretion both during and after the performance period, up to the actual settlement of the award, as described in Paragraph 10, not to make an award or to adjust all awards up or down based on a subjective performance evaluation, funding considerations, and any other factors which Management, in its absolute discretion, determines appropriate.

• In addition to the foregoing, all awards must also comply with applicable regulatory requirements and may be risk-adjusted within Management's discretion for all individual employees or groups of employees who, individually or collectively, may expose Northern Trust to more substantial amounts of risk.

9. Conditions on Eligibility for Payment of Awards.

• In order for a participant to be eligible for payment of an award, except as specifically set forth herein, the participant must continue in employment with Northern Trust and the Business Unit that designated him or her as a participant, and contribute toward the achievement of Corporate and Business Unit goals, throughout the applicable performance period, and not be under notice of termination (whether given by him or Northern Trust).

• A participant who was designated by a Business Unit and transfers to another Business Unit during the applicable performance period may, as determined by Management of the transferring Business Unit in its sole discretion, be determined eligible for a pro-rata payment of an award for work performed during the performance period for the transferring Business Unit, provided that Corporate and Business Unit goals and individual performance expectations, and any other factors which Management may determine applicable, are achieved. Payment of such pro-rata awards will be made at the same time all other awards are paid for such performance period.

• In order for a participant to be eligible for consideration for an award, the participant must continue employment with Northern Trust in good standing during the entire performance period established for the award. Good standing means:

◦ The participant has satisfactorily met all performance expectations, including risk management performance expectations, as determined by the participant's manager;

◦ The participant has complied with all Northern Trust policies and standards of conduct;

◦ The participant has not engaged in any activity competitive with Northern Trust’s business or otherwise detrimental to Northern Trust’s business; and

◦ The participant has not served or been served with notice to terminate the participant’s employment.

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• Notwithstanding the foregoing, Management may, in its absolute discretion, determine that a pro-rata award will be paid in the event of termination of employment with Northern Trust by a participant on account of death, disability (as defined below), retirement (as defined below), or involuntary termination by Northern Trust without cause (as defined below), such as job elimination or redundancy, taking into consideration the portion of the performance period worked by the participant, the individual performance of the participant during such portion of the performance period worked, and the availability of Corporate, Business Unit and individual performance measurements as of the date of termination and any other factors as Northern Trust Management may from time to time take into account.

◦ For this purpose, “cause” means the participant’s conviction or no contest pleading, or the country specific equivalent, with respect to a criminal offence (other than a minor road traffic offence); the employee being prevented by regulatory requirements from carrying out his duties; or a determination by Management that the participant has failed to meet performance expectations to the extent that termination, whether with or without notice is warranted; the participant has violated Northern Trust policies or standards of conduct to the extent that termination with or without notice is warranted; the participant has been negligent to a material extent with respect to his or her responsibilities; the participant has been engaged in fraud upon Northern Trust, or has disclosed Northern Trust confidential or proprietary information to an unauthorized person, or his or her actions amount to misconduct under common law.

◦ For this purpose, termination on account of “retirement” means termination of the participant’s employment by reason of the participant having qualified for Normal or Early Retirement Pension benefits under any of Northern Trust’s Europe pension plans.

◦ For this purpose, termination on account of “disability” means the participant's employment is terminated pursuant to Northern Trust's Long Term Ill Health Procedure as amended from time to time.

• Subject to the final bullet point in this Paragraph 9, in no circumstances will a pro-rata award or any unpaid award referable to a previous Plan Year be paid to a participant who terminates employment by resigning (other than due to retirement, as defined above) before the end of the applicable performance period or whose employment is terminated by Northern Trust for cause (as defined above).

• A participant who is terminated for cause (as defined above) after the end of the Plan Year but before the date of payment will forfeit entitlement to any unpaid award (and termination includes having received notice of termination).

• A participant who resigns (other than due to retirement, as defined above) after the end of the Plan Year but prior to the first day in February after the close of the plan year will forfeit entitlement to any unpaid award (and resignation includes having given notice of resignation).

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• In respect only of those participants who have been designated as Senior Managers for the purposes of the UK Financial Conduct Authority’s and Prudential Regulation Authority’s Senior and Certified Persons Regime, in addition to those discretions reserved by Northern Trust above, and notwithstanding any rules of the Plan to the contrary, in the event that a participant’s employment terminates by reason of resignation, Management may at its absolute discretion, elect to pay a pro-rata award in respect of the Plan Year in which employment terminates, and/or to pay any unpaid award referable to a previous Plan Year.

10. Payment of Awards

• After the end of the performance period, Northern Trust Management shall make recommendations with respect to the final funding amount for the performance period, and whether each participant’s award shall be settled in cash, a grant of equity-based compensation (e.g., restricted stock units or options) under the equity plan of Northern Trust Corporation then in effect, or a combination thereof. Such recommendations (including the terms and conditions of each equity grant, which may include, but are not limited to, a deferred vesting schedule and possible forfeiture upon the occurrence of specified events (such as termination of employment, regulatory events, risk based events or behaviors, or changes in business conditions)), are subject to the review and approval of the Committee, and no grant of any equity award shall occur until the date of Committee action.

• Notwithstanding anything herein to the contrary, until the date of settlement of the award (whether by actual payment in cash and/or the grant by the Committee of equity-based compensation in accordance with the preceding paragraph), Northern Trust may in its absolute discretion reduce or eliminate any award.

• It is intended that all cash-settled awards made under the Plan shall constitute short-term deferrals for purposes of the regulations issued under Section 409A of the U.S. Internal Revenue Code (the “Code”), and shall be paid within the deadline for short term deferrals, that all other awards hereunder shall constitute short-term deferrals for purposes of the regulations under Code Section 409A or comply with that Code Section and the regulations thereunder, and all provisions of this Plan shall be interpreted in all events in a manner consistent with such intent, to the extent 409A could apply.

11. Administration

• The Plan shall be administered by the Chief Human Resources Officer and the Compensation Division of the Human Resources Department. Subject to the provisions of the Plan, the Chief Human Resources Officer shall be authorized to interpret the Plan, to establish, amend, and rescind rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The determination of the Chief Human Resources Officer in the administration of the Plan, as described herein, shall, upon consultation with members of the Management Group, be final and conclusive. The Chief Human Resources Officer shall be responsible for final approval of all awards to be paid under the Plan, subject to any

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necessary Committee or Board approval required by applicable law or as specified herein.

• Responsibilities of the Compensation Division of the Human Resources Department:

◦ Guide incentive award calculations and determinations;

◦ Review and monitor financial accruals in conjunction with the Controller’s Department;

◦ Prepare communications to Plan participants;

◦ Participate in a yearly review of all compensation plans to evaluate whether the designs encourage imprudent risk taking;

◦ Participate in a yearly assessment of the full range of inherent risks in order to identify those partners whose responsibilities might lead to imprudent risk-taking; and

◦ Direct processing of incentive awards.

• Business Unit Responsibilities:

◦ Identify Plan participants;

◦ Prepare and communicate individual performance expectations;

◦ Determine and recommend awards for approval by the Business Unit Head; and

◦ Communicate award decisions to participants.

• Risk Management Responsibilities

◦ Participate in a yearly review of all compensation plans to evaluate whether the designs encourage imprudent risk taking;

◦ Undertake a yearly assessment of the full range of inherent risks in order to identify those partners whose responsibilities might lead to imprudent risk-taking; and

◦ Participate in the design of any Northern Partners Incentive Plan Addendum and any other new or revised incentive plan to assess plans’ effectiveness in balancing imprudent risk taking.

12. Contractual Rights

• Neither the Plan, nor any action taken thereunder, shall be construed as creating a contract or any contractually enforceable rights to any employee, retiree, terminated

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employee, or other person. The Plan is entirely discretionary in nature; the award of any incentive and its amount will be at Northern Trust’s absolute discretion. No employee, retiree, terminated employee or other person shall have any claim or right to be designated a participant or granted an award under the Plan. No participant, or any other person claiming a right under the Plan, shall have any right to any specific assets of Northern Trust, regardless of whether Northern Trust establishes an account for purposes of accumulating funds to be used for payment of Plan awards. Neither the Plan, nor any action taken thereunder, shall be construed as giving any employee or other person any right to be retained in the employ of Northern Trust.

13. Other Provisions

The following miscellaneous provisions are applicable to the Plan:

• Except in the event of death of a participant, the rights and interests of the participant under the Plan shall not be assigned, encumbered, or transferred. In the event of the death of a participant, the Plan will be administered in accordance with applicable local rules.

• All awards are subject to legally required withholdings and deductions.

• All questions pertaining to the validity, construction, interpretation and administration of the Plan and any award hereunder shall be determined in conformity with the applicable local laws of the jurisdiction in which the employee primarily provides services.

• It is intended that no awards payable under the Plan will reward or incent prohibited proprietary trading.

14. Internal Audit

• All awards may be subject to review and approval by the Auditing Department and final review and approval by the Chief Human Resources Officer, prior to any award distribution.

15. Plan Amendment and Termination

• Northern Trust reserves the right to suspend or terminate the Plan, or to amend any or all of the provisions of the Plan, at any time, including during a performance period and without prior notice to participants. The Committee of Northern Trust Corporation shall approve any material amendments to the Plan. The Chief Human Resources Officer shall have the authority to make any non-material amendments to the Plan or amendments deemed required, authorized or desirable under applicable statutes, regulations or rulings without the approval of the Committee. In the event of termination of the Plan, only awards determined for completed performance periods and which are approved by the Chief Human Resources Officer shall be payable.

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EX-10.10

Exhibit 10.10

FORM OF DIRECTOR STOCK UNIT AGREEMENT

UNDER THE

NORTHERN TRUST CORPORATION 2017 LONG-TERM INCENTIVE PLAN

This Agreement is entered into as of the [___] day of [_________], 20[_], between Northern Trust Corporation (“Northern”) and [____________] (“Participant”).

The Northern Trust Corporation 2017 Long-Term Incentive Plan (“Plan”) provides in Section 3 of the Plan for the awarding of restricted stock units (“Stock Units”) to participants, who may include directors of Northern who are not employees of Northern or its Subsidiaries, as approved by the Compensation and Benefits Committee (“Committee”) of the Board of Directors of Northern. Capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Plan.

In the exercise of its discretion under the Plan, the Committee has determined that the Participant should participate in the Plan and receive an award of Stock Units under Section 3 of the Plan, and, accordingly, Northern and the Participant hereby agree as follows:

1. Grant. Northern hereby grants to the Participant an award of Stock Units equal in value to $[_____], as determined by the closing sale price of Northern’s Common Stock (as defined below) on the date of the 20[__] Annual Meeting of Stockholders, subject to the terms and conditions of the Plan and this Agreement. A Stock Unit is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of common stock (“Common Stock”), pursuant to Paragraph 6 of this Agreement.

2. Stock Unit Account. Northern shall maintain an account (“Stock Unit Account”) on its books in the name of the Participant which shall reflect the number of Stock Units awarded to the Participant that the Participant is eligible to receive in distribution pursuant to Paragraph 6 of this Agreement.

3. Dividend Equivalents. Except as provided below in Paragraph 7 of this Agreement, upon the payment of any dividend on Common Stock occurring during the period preceding the distribution of the Participant’s Stock Unit award pursuant to Paragraph 6 of this Agreement, Northern shall credit to a cash account maintained by Northern on its books in the name of the Participant with respect to the Stock Units (“Dividend Equivalent Account”) an amount equal in value to the dividends that the Participant would have received had the Participant been the actual owner on the record date of the number of shares of Common Stock represented by the Stock Units in the Participant’s Stock Unit Account on that date (“Dividend Equivalents”). No interest or earnings shall be credited to the Dividend Equivalent Account. Such Dividend Equivalents shall be subject to the same forfeiture, vesting, and distribution provisions of this Agreement applicable to the Stock Units to which such Dividend Equivalents relate.

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4. Forfeiture. If the Participant incurs a Separation from Service, as defined in Paragraph 7(c) below, prior to the vesting date set forth in Paragraph 5 of this Agreement, the Participant’s Stock Units shall be forfeited and revert to Northern, and Northern shall have no obligation after such date to pay Dividend Equivalents pursuant to Paragraph 3 of this Agreement or any other obligation to the Participant under this Agreement with respect to such Stock Units.

5. Vesting. The Participant shall become 100% vested in the Stock Units granted hereunder upon the date (the “vesting date”) that is the earliest to occur of (a) the date of Northern’s 20[__] Annual Meeting of Stockholders (the “regular vesting date”), (b) the date of the Participant’s death, or (c) the date of a Change in Control, provided that the Participant has not incurred a Separation from Service, as defined in Paragraph 7(c) below, prior to the earliest of the foregoing three events.

6. Distribution. Except as provided below in Paragraph 7 of this Agreement,

(a) Subject to Paragraph 6(b), if the Participant has become 100% vested in the Stock Units granted hereunder upon the regular vesting date, the Stock Units shall be distributed upon such regular vesting date, provided that the distribution shall be treated as made on such date if made within the period described in Treasury Regulation Section 1.409A-3(d), including without limitation the requirement that the Participant shall in no event have the right directly or indirectly to designate the taxable year of payment. Stock Units shall be distributed only in shares of Common Stock so that, pursuant to Paragraph 1 of this Agreement and this Paragraph 6, a Participant shall be entitled to receive one share of Common Stock for each Stock Unit in the Participant’s Stock Unit Account.

(b) If a Participant’s service on the Board of Directors of Northern shall terminate by reason of death prior to the regular vesting date, all cash (as provided in Paragraph 7) or Common Stock then distributable hereunder with respect to the Participant shall be distributed to such individual, trustee, trust or other entity (“Beneficiary”) as the Participant shall have designated by an instrument in writing last filed with, and in a form and manner acceptable to, Northern prior to death, or in the absence of a designation, according to the applicable laws of descent. Except as otherwise provided in Paragraph 7(c), such distribution shall be made on the date of death, provided that the distribution shall be treated as made on such date if made within the period described in Treasury Regulation Section 1.409A-3(d), including without limitation the requirement that neither the Participant (nor the Beneficiary) shall have the right directly or indirectly to designate the taxable year of payment.

(c) If the Participant dies on or after the regular vesting date, but prior to the distribution of all amounts to which the Participant is entitled hereunder, all cash or Common Stock then distributable hereunder with respect to the Participant shall be distributed to the Beneficiary designated by the Participant, or, if none,

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according to the applicable laws of descent, within the period described in clause (a) of this Paragraph 6, except as otherwise provided in Paragraph 7(c).

(d) In the case of Stock Units that become vested as a result of a Change in Control, the Participant shall not be entitled to a distribution of such Stock Units upon such Change in Control. Instead, any Stock Units that become vested as a result of a Change in Control shall be distributed only upon the date, or the occurrence of the event upon which, distribution would have been made in the absence of such Change in Control. For purposes of this Paragraph 6(d) the Annual Meeting of Stockholders in 20[__] shall be deemed to occur upon the third Tuesday in April in that year.

7. Voluntary Deferral.

(a) Subject to applicable law, receipt of the payment of all or any portion of the Stock Units shall be deferred until the date on which the Participant incurs a Separation from Service, as defined in clause (c) below, if the Participant has filed a deferral election, subject to and in accordance with the provisions of Paragraph 7(b), no later than the deadline described in Paragraph 7(b). Any such election shall likewise apply to the Dividend Equivalents payable with respect to such deferred Stock Units. Deferred Dividend Equivalents shall be credited to a cash account with respect to the Stock Units (“Cash Account”) maintained by Northern on its books in the name of the Participant. Until the entire balance of a Cash Account has been paid to the Participant or to the Participant’s Beneficiaries (as defined in Paragraph 6), such balance shall be adjusted on the last day of each calendar quarter to reflect accrued interest on such balance based on the rate of interest determined from time to time by the Committee.

(b) A Participant’s election to defer receipt of the payment of all or any portion of the Stock Units granted hereunder and related Dividend Equivalents to the date of his or her Separation from Service, as defined in clause (c) below, shall be effective if it was made on a deferral election form provided by the Committee and completed and delivered to the Committee no later than the last day of the calendar year preceding the calendar year in which the grant hereunder is made. Such election, if made, became irrevocable upon December 31 of the calendar year completed and delivered to the Committee. Such election shall remain in effect for grants of Stock Units in subsequent calendar years and becomes irrevocable as of each December 31 with respect to Stock Units granted for services performed in the immediately following calendar year, until modified or revoked by the Participant by the completion and delivery to the Committee of a form provided by the Committee for such purpose, setting out such modification or revocation; any such modification or revocation shall be effective only for Stock Units granted to the Participant for services performed in calendar years beginning after the calendar year in which such modification or revocation is

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completed and delivered to the Committee and shall have no effect on the Stock Units granted hereunder.

(c) The entire balance of deferred Stock Units in the Stock Unit Account and deferred Dividend Equivalents in the Cash Account shall be paid to the Participant or to the Beneficiaries of the Participant (i) in a single lump sum on the 10th business day following the date the Participant incurs a Separation from Service, as defined below, or (ii) in up to 10 annual installments beginning on the 10th business day following the date the Participant incurs a Separation from Service, as defined below, as irrevocably designated by the Participant in the applicable form described in clause (b) above. In the absence of a designation, the entire balance of deferred Stock Units in the Stock Unit Account and deferred Dividend Equivalents in the Cash Account shall be paid in a single lump sum on the 10^th business day following the date the Participant incurs a Separation from Service, as defined below. For purposes of this Agreement, the term “Separation from Service” shall mean the date on which the Participant dies or otherwise terminates his or her membership on the Board of Directors of Northern.

(d) Deferred Stock Units in the Stock Unit Account shall be distributed only in shares of Common Stock. In the event of a single lump sum distribution in Common Stock, a certificate (or a non-certificated book entry) representing the number of full shares of Common Stock equal to the number of such Stock Units in the Stock Unit Account, registered in the name of the Participant or the Beneficiaries of the Participant, shall be distributed to the Participant or the Beneficiaries of the Participant, on the distribution date described in Paragraph 7(c) above. In the event of a distribution in Common Stock in up to 10 annual installments, a certificate (or a non-certificated book entry) representing the number of full shares of Common Stock equal to a fraction (the numerator of which shall be the number of Stock Units in the Stock Unit Account, and the denominator of which shall be the number of annual installments designated by the Participant), registered in the name of the Participant or the Beneficiaries of the Participant, shall be distributed to the Participant or the Beneficiaries of the Participant, on the distribution date described in Paragraph 7(c) above in each year of the installment period, provided that the number of shares in each of the installments shall be rounded to the nearest whole number of shares.

(e) Deferred Dividend Equivalents in the Participant’s Cash Account shall be distributed in cash. In the event of a single lump sum distribution in cash, the entire balance of the Participant’s Cash Account shall be distributed to the Participant or the Beneficiaries of the Participant on the distribution date described in Paragraph 7(c) above. In the event of a distribution in cash in up to 10 annual installments, the balance of the Cash Account shall continue to accrue interest and shall be distributed to the Participant or the Beneficiaries of the Participant on the distribution date described in Paragraph 7(c) above in each year of the installment period in an amount equal to the then current balance in the

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Cash Account multiplied by a fraction, the numerator of which shall be one, and the denominator of which shall be the number of years remaining in the installment period.

8. Delivery of Shares. Northern may delay the issuance or delivery of shares of Common Stock if Northern reasonably anticipates that such issuance or delivery will violate federal securities laws or other applicable law, provided that the issuance or delivery is made at the earliest date at which Northern reasonably anticipates that such issuance or delivery will not cause such violation.

9. Adjustment. The Stock Units provided herein are subject to adjustment in accordance with the provisions of Section 5.7 of the Plan.

10. No Obligation to Reelect. Nothing in the Plan or this Agreement shall be deemed to create an obligation on the part of the Board of Directors to nominate the Participant for reelection by Northern’s stockholders or to fill any vacancy upon action of the Board of Directors.

11. Nontransferability. No interest hereunder of the Participant or any Beneficiary shall be assignable or transferable by voluntary or involuntary act or by operation of law other than by testamentary bequest or devise or the laws of descent or distribution, all rights hereunder shall be wholly unalienable and beyond the power of any person to anticipate or in any way create a lien or encumbrance thereon; and distribution shall be made only to (i) the Participant, (ii) the Participant’s personal representative in the event of the Participant’s adjudicated disability, or (iii) the Participant’s Beneficiaries in the event of the Participant’s death, upon his, her or their own personal receipts or endorsements. Any effort to exercise the powers herein denied shall be wholly ineffective and shall be grounds for termination by the Committee of all rights hereunder.

12. Withholding. In the event that federal, state or local taxes must be withheld from any distribution hereunder, (a) Northern shall deduct from any such distribution in cash the amount of such required withholding and, (b) with respect to distributions in shares of Common Stock, subject to such rules and limitations as may be established by the Committee from time to time, withholding obligations, if any, shall be satisfied from one of the following elected by the Participant: (i) by cash payment by the Participant; (ii) through the surrender of shares of Common Stock already owned by the Participant that are acceptable to the Committee; or (iii) through the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Plan, provided, however, that such shares under this clause (iii) may be used to satisfy not more than Northern’s minimum statutory withholding obligation, if any (based on minimum statutory withholding rates for Federal and state tax purposes, including payroll taxes, that are applicable to such taxable income).

13. Administration. The Plan is administered by the Committee. The rights of the Participant hereunder are expressly subject to the terms and conditions of the Plan (including continued shareholder approval of the Plan), together with such guidelines as

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have been or may be adopted from time to time by the Committee. The Participant hereby acknowledges receipt of a copy of the Plan.

14. No Rights as Shareholder. Except as provided herein, the Participant will have no rights as a shareholder with respect to the Stock Units.

15. Interpretation. Any interpretation by the Committee of the terms and conditions of the Plan, this Agreement or any guidelines shall be final. This Agreement shall be construed under the laws of the State of Delaware without regard to the conflict of law provisions of any state. Capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Plan.

16. Sole Agreement. This Agreement, together with the Plan, is the entire Agreement between the parties hereto, all prior oral and written representations being merged herein. No amendment or modification of the terms of this Agreement shall be binding on either party unless reduced to writing and signed by the party to be bound. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors.

IN WITNESS WHEREOF, the Participant and Northern Trust Corporation by its duly authorized officer have signed this Agreement the day and year first written above.

Northern Trust Corporation

By:    

[_____________]

[_____________]

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EX-10.11

Exhibit 10.11

FORM OF DIRECTOR PRORATED STOCK UNIT AGREEMENT

UNDER THE

NORTHERN TRUST CORPORATION 2017 LONG-TERM INCENTIVE PLAN

This Agreement is entered into as of the [___] day of [______], 20[_], between Northern Trust Corporation (“Northern”) and [______________] (“Participant”).

The Northern Trust Corporation 2017 Long-Term Incentive Plan (“Plan”) provides in Section 3 of the Plan for the awarding of restricted stock units (“Stock Units”) to participants, who may include directors of Northern who are not employees of Northern or its Subsidiaries, as approved by the Compensation and Benefits Committee (“Committee”) of the Board of Directors of Northern (the “Board”). Capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Plan.

In the exercise of its discretion under the Plan, the Committee has determined that the Participant should participate in the Plan and receive an award of Stock Units under Section 3 of the Plan, and, accordingly, Northern and the Participant hereby agree as follows:

1. Grant. Northern hereby grants to the Participant an award of Stock Units equal in value to $[________], as determined by the closing sale price of Northern’s common stock (“Common Stock”) on [_________], 20[_], (which represents a prorated award based on the Participant’s service on the Board from the effective date of election on [__________], 20[_] to the regular vesting date set forth in Paragraph 5 below), subject to the terms and conditions of the Plan and this Agreement. A Stock Unit is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of Common Stock, pursuant to Paragraph 6 of this Agreement.

2. Stock Unit Account. Northern shall maintain an account (“Stock Unit Account”) on its books in the name of the Participant which shall reflect the number of Stock Units awarded to the Participant that the Participant is eligible to receive in distribution pursuant to Paragraph 6 of this Agreement.

3. Dividend Equivalents. Except as provided below in Paragraph 7 of this Agreement, upon the payment of any dividend on Common Stock occurring during the period preceding the distribution of the Participant’s Stock Unit award pursuant to Paragraph 6 of this Agreement, Northern shall credit to a cash account maintained by Northern on its books in the name of the Participant with respect to the Stock Units (“Dividend Equivalent Account”) an amount equal in value to the dividends that the Participant would have received had the Participant been the actual owner on the record date of the number of shares of Common Stock represented by the Stock Units in the Participant’s Stock Unit Account on that date (“Dividend Equivalents”). No interest or earnings shall be credited to the Dividend Equivalent Account. Such Dividend Equivalents shall be subject to the same forfeiture, vesting, and distribution provisions of this Agreement applicable to the Stock Units to which such Dividend Equivalents relate.

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4. Forfeiture. If the Participant incurs a Separation from Service, as defined in Paragraph 7(c) below, prior to the vesting date set forth in Paragraph 5 of this Agreement, the Participant’s Stock Units shall be forfeited and revert to Northern, and Northern shall have no obligation after such date to pay Dividend Equivalents pursuant to Paragraph 3 of this Agreement or any other further obligation to the Participant under this Agreement with respect to such Stock Units.

5. Vesting. The Participant shall become 100% vested in the Stock Units granted hereunder upon the date (the “vesting date”) that is the earliest to occur of (a) the date of Northern’s 2018 Annual Meeting of Stockholders (the “regular vesting date”), (b) the date of the Participant’s death, or (c) the date of a Change in Control, provided that the Participant has not incurred a Separation from Service, as defined in Paragraph 7(c) below, prior to the earliest of the foregoing three events.

6. Distribution. Except as provided below in Paragraph 7 of this Agreement,

(a) Subject to Paragraph 6(b), if the Participant has become 100% vested in the Stock Units granted hereunder upon the regular vesting date, the Stock Units shall be distributed upon such regular vesting date, provided that the distribution shall be treated as made on such date if made within the period described in Treasury Regulation Section 1.409A-3(d), including without limitation the requirement that the Participant shall in no event have the right directly or indirectly to designate the taxable year of payment. Stock Units shall be distributed only in shares of Common Stock so that, pursuant to Paragraph 1 of this Agreement and this Paragraph 6, a Participant shall be entitled to receive one share of Common Stock for each Stock Unit in the Participant’s Stock Unit Account.

(b) If a Participant’s service on the Board of Directors of Northern shall terminate by reason of death prior to the regular vesting date, all cash (as provided in Paragraph 7) or Common Stock then distributable hereunder with respect to the Participant shall be distributed to such individual, trustee, trust or other entity (“Beneficiary”) as the Participant shall have designated by an instrument in writing last filed with, and in a form and manner acceptable to, Northern prior to death, or in the absence of a designation, according to the applicable laws of descent. Except as otherwise provided in Paragraph 7(c), such distribution shall be made on the date of death, provided that the distribution shall be treated as made on such date if made within the period described in Treasury Regulation Section 1.409A-3(d), including without limitation the requirement that neither the Participant (nor the Beneficiary) shall have the right directly or indirectly to designate the taxable year of payment.

(c) If the Participant dies on or after the regular vesting date, but prior to the distribution of all amounts to which the Participant is entitled hereunder, all cash or Common Stock then distributable hereunder with respect to the Participant shall be distributed to the Beneficiary designated by the Participant, or, if none,

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according to the applicable laws of descent, within the period described in clause (a) of this Paragraph 6, except as otherwise provided in Paragraph 7(c).

(d) In the case of Stock Units that become vested as a result of a Change in Control, the Participant shall not be entitled to a distribution of such Stock Units upon such Change in Control. Instead, any Stock Units that become vested as a result of a Change in Control shall be distributed only upon the date, or the occurrence of the event upon which, distribution would have been made in the absence of such Change in Control. For purposes of this Paragraph 6(d) the Annual Meeting of Stockholders in 20[__] shall be deemed to occur upon the third Tuesday in April in that year.

7. Voluntary Deferral.

(a) Subject to applicable law, receipt of the payment of all or any portion of the Stock Units shall be deferred until the date on which the Participant incurs a Separation from Service, as defined in clause (c) below, if the Participant has filed a deferral election, subject to and in accordance with the provisions of Paragraph 7(b), no later than the deadline described in Paragraph 7(b). Any such election shall likewise apply to the Dividend Equivalents payable with respect to such deferred Stock Units. Deferred Dividend Equivalents shall be credited to a cash account with respect to the Stock Units (“Cash Account”) maintained by Northern on its books in the name of the Participant. Until the entire balance of a Cash Account has been paid to the Participant or to the Participant’s Beneficiaries (as defined in Paragraph 6), such balance shall be adjusted on the last day of each calendar quarter to reflect accrued interest on such balance based on the rate of interest determined from time to time by the Committee.

(b) A Participant may elect to defer receipt of the payment of all or any portion of the Stock Units granted hereunder and related Dividend Equivalents to the date of his or her Separation from Service, as defined in clause (c) below only if the grant hereunder is made in the calendar year in which the     Participant initially becomes eligible to participate in the Plan, and the election is made on a deferral election form provided by the Committee and completed and delivered to the Committee within 30 days after the date on which the Participant initially becomes eligible to participate in the Plan. Such election shall be effective with respect to Stock Units described in Paragraph 1 that are paid for services to be performed by the Participant after the date such deferral election form is completed and delivered to the Committee and becomes irrevocable with respect to such Stock Units and their related Dividend Equivalents upon completion and delivery of such deferral election form to the Committee. For purposes of applying the foregoing provisions of this clause (b), the plan aggregation rules of Treasury Regulation Section 1.409A-1(c) shall apply. A Participant’s election hereunder shall remain in effect for grants of Stock Units in subsequent calendar years and becomes irrevocable as of each December 31 with respect to Stock Units granted for services performed in the immediately following

3

calendar year, until modified or revoked by the Participant by the completion and delivery to the Committee of a form provided by the Committee for such purpose, setting out such modification or revocation; any such modification or revocation shall be effective only for Stock Units granted to the Participant for services performed in calendar years beginning after the calendar year in which such modification or revocation is completed and delivered to the Committee and shall have no effect on the Stock Units granted hereunder.

(c) The entire balance of deferred Stock Units in the Stock Unit Account and deferred Dividend Equivalents in the Cash Account shall be paid to the Participant or to the Beneficiaries of the Participant (i) in a single lump sum on the 10th business day following the date the Participant incurs a Separation from Service, as defined below, or (ii) in up to 10 annual installments beginning on the 10th business day following the date the Participant incurs a Separation from Service, as defined below, as irrevocably designated by the Participant in the applicable form described in clause (b) above. In the absence of a designation, the entire balance of deferred Stock Units in the Stock Unit Account and deferred Dividend Equivalents in the Cash Account shall be paid in a single lump sum on the 10^th business day following the date the Participant incurs a Separation from Service, as defined below. For purposes of this Agreement, the term “Separation from Service” shall mean the date on which the Participant dies or otherwise terminates his or her membership on the Board of Directors of Northern.

(d) Deferred Stock Units in the Stock Unit Account shall be distributed only in shares of Common Stock. In the event of a single lump sum distribution in Common Stock, a certificate (or a non-certificated book entry) representing the number of full shares of Common Stock equal to the number of such Stock Units in the Stock Unit Account, registered in the name of the Participant or the Beneficiaries of the Participant, shall be distributed to the Participant or the Beneficiaries of the Participant, on the distribution date described in Paragraph 7(c) above. In the event of a distribution in Common Stock in up to 10 annual installments, a certificate (or a non-certificated book entry) representing the number of full shares of Common Stock equal to a fraction (the numerator of which shall be the number of Stock Units in the Stock Unit Account, and the denominator of which shall be the number of annual installments designated by the Participant), registered in the name of the Participant or the Beneficiaries of the Participant, shall be distributed to the Participant or the Beneficiaries of the Participant, on the distribution date described in Paragraph 7(c) above in each year of the installment period, provided that the number of shares in each of the installments shall be rounded to the nearest whole number of shares.

(e) Deferred Dividend Equivalents in the Participant’s Cash Account shall be distributed in cash. In the event of a single lump sum distribution in cash, the entire balance of the Participant’s Cash Account shall be distributed to the Participant or the Beneficiaries of the Participant on the distribution date

4

described in Paragraph 7(c) above. In the event of a distribution in cash in up to 10 annual installments, the balance of the Cash Account shall continue to accrue interest and shall be distributed to the Participant or the Beneficiaries of the Participant on the distribution date described in Paragraph 7(c) above in each year of the installment period in an amount equal to the then current balance in the Cash Account multiplied by a fraction, the numerator of which shall be one, and the denominator of which shall be the number of years remaining in the installment period.

8. Delivery of Shares. Northern may delay the issuance or delivery of shares of Common Stock if Northern reasonably anticipates that such issuance or delivery will violate federal securities laws or other applicable law, provided that the issuance or delivery is made at the earliest date at which Northern reasonably anticipates that such issuance or delivery will not cause such violation.

9. Adjustment. The Stock Units provided herein are subject to adjustment in accordance with the provisions of Section 5.7 of the Plan.

10. No Obligation to Reelect. Nothing in the Plan or this Agreement shall be deemed to create an obligation on the part of the Board of Directors to nominate the Participant for reelection by Northern’s stockholders or to fill any vacancy upon action of the Board of Directors.

11. Nontransferability. No interest hereunder of the Participant or any Beneficiary shall be assignable or transferable by voluntary or involuntary act or by operation of law other than by testamentary bequest or devise or the laws of descent or distribution, all rights hereunder shall be wholly unalienable and beyond the power of any person to anticipate or in any way create a lien or encumbrance thereon; and distribution shall be made only to (i) the Participant, (ii) the Participant’s personal representative in the event of the Participant’s adjudicated disability, or (iii) the Participant’s Beneficiaries in the event of the Participant’s death, upon his, her or their own personal receipts or endorsements. Any effort to exercise the powers herein denied shall be wholly ineffective and shall be grounds for termination by the Committee of all rights hereunder.

12. Withholding. In the event that federal, state or local taxes must be withheld from any distribution hereunder, (a) Northern shall deduct from any such distribution in cash the amount of such required withholding and, (b) with respect to distributions in shares of Common Stock, subject to such rules and limitations as may be established by the Committee from time to time, withholding obligations, if any, shall be satisfied from one of the following elected by the Participant: (i) by cash payment by the Participant; (ii) through the surrender of shares of Common Stock already owned by the Participant that are acceptable to the Committee; or (iii) through the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Plan, provided, however, that such shares under this clause (iii) may be used to satisfy not more than Northern’s minimum statutory withholding obligation, if any (based on minimum statutory

5

withholding rates for Federal and state tax purposes, including payroll taxes, that are applicable to such taxable income).

13. Administration. The Plan is administered by the Committee. The rights of the Participant hereunder are expressly subject to the terms and conditions of the Plan (including continued shareholder approval of the Plan), together with such guidelines as have been or may be adopted from time to time by the Committee. The Participant hereby acknowledges receipt of a copy of the Plan.

14. No Rights as Shareholder. Except as provided herein, the Participant will have no rights as a shareholder with respect to the Stock Units.

15. Interpretation. Any interpretation by the Committee of the terms and conditions of the Plan, this Agreement or any guidelines shall be final. This Agreement shall be construed under the laws of the State of Delaware without regard to the conflict of law provisions of any state. Capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Plan.

16. Sole Agreement. This Agreement, together with the Plan, is the entire Agreement between the parties hereto, all prior oral and written representations being merged herein. No amendment or modification of the terms of this Agreement shall be binding on either party unless reduced to writing and signed by the party to be bound. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors.

IN WITNESS WHEREOF, the Participant and Northern Trust Corporation by its duly authorized officer have signed this Agreement the day and year first written above.

Northern Trust Corporation

By:    

[________________]

[________________]

6

EX-31.1

Exhibit 31.1

Certification of CEO Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Frederick H. Waddell, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended March 31, 2017, of Northern Trust Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

		/s/ Frederick H. Waddell
Date:	May 2, 2017	Frederick H. Waddell
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of CFO Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, S. Biff Bowman, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended March 31, 2017, of Northern Trust Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

		/s/ S. Biff Bowman
Date:	May 2, 2017	S. Biff Bowman
		Chief Financial Officer
		(Principal Financial Officer)

EX-32

Exhibit 32

Certifications of CEO and CFO Pursuant to

18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Northern Trust Corporation (the “Corporation”) on Form 10-Q for the period ended March 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Frederick H. Waddell, as Chief Executive Officer of the Corporation, and S. Biff Bowman, as Chief Financial Officer of the Corporation, each hereby certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/ Frederick H. Waddell

Frederick H. Waddell

Chief Executive Officer

(Principal Executive Officer)

Date: May 2, 2017

/s/ S. Biff Bowman

S. Biff Bowman

Chief Financial Officer

(Principal Financial Officer)

Date: May 2, 2017

This certification accompanies the Report pursuant to section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Northern Trust Corporation for purposes of section 18 of the Securities Exchange Act of 1934, as amended.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2017 shares
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Trading Symbol	NTRS
Entity Registrant Name	NORTHERN TRUST CORP
Entity Central Index Key	0000073124
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	229,585,949

XML

Consolidated Balance Sheet - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Assets
Cash and Due from Banks	$ 4,649.2	$ 5,332.0
Federal Reserve and Other Central Bank Deposits	25,959.5	26,674.2
Interest-Bearing Deposits with Banks	5,247.8	4,800.6
Federal Funds Sold and Securities Purchased under Agreements to Resell	1,933.8	1,974.3
Securities
Available for Sale	34,997.6	35,579.8
Held to Maturity (Fair value of $8,933.4 and $8,905.1)	8,938.4	8,921.1
Trading Account	1.4	0.3
Total Securities	43,937.4	44,501.2
Loans and Leases
Total Loans and Leases (Net of unearned income of $39.1 and $41.2)	33,471.8	33,822.1
Allowance for Credit Losses Assigned to Loans and Leases	(162.0)	(161.0)
Buildings and Equipment	459.9	466.6
Client Security Settlement Receivables	1,559.9	1,043.7
Goodwill	519.3	519.4
Other Assets	3,912.1	4,953.8
Total Assets	121,488.7	123,926.9
Deposits
Demand and Other Noninterest-Bearing	20,698.6	22,190.4
Savings and Money Market	15,878.8	16,509.0
Savings Certificates and Other Time	1,346.8	1,331.7
Non U.S. Offices — Noninterest-Bearing	9,848.0	7,972.5
Non U.S. Offices - Interest-Bearing	52,757.3	53,648.1
Total Deposits	100,529.5	101,651.7
Federal Funds Purchased	369.5	204.8
Securities Sold Under Agreements to Repurchase	433.2	473.7
Other Borrowings	4,077.1	5,109.5
Senior Notes	1,496.8	1,496.6
Long-Term Debt	1,321.8	1,330.9
Floating Rate Capital Debt	277.4	277.4
Other Liabilities	3,005.7	3,611.9
Total Liabilities	111,511.0	114,156.5
Stockholders' Equity
Common Stock, $1.66 2/3 Par Value; Authorized 560,000,000 shares; Outstanding shares of 229,585,949 and 228,605,485	408.6	408.6
Additional Paid-In Capital	1,010.2	1,035.8
Retained Earnings	9,074.4	8,908.4
Accumulated Other Comprehensive Loss	(352.0)	(370.0)
Treasury Stock (15,585,575 and 16,566,039 shares, at cost)	(1,045.5)	(1,094.4)
Total Stockholders’ Equity	9,977.7	9,770.4
Total Liabilities and Stockholders’ Equity	121,488.7	123,926.9
Commercial
Loans and Leases
Total Loans and Leases (Net of unearned income of $39.1 and $41.2)	15,527.4	15,902.3
Personal
Loans and Leases
Total Loans and Leases (Net of unearned income of $39.1 and $41.2)	17,944.4	17,919.8
Series C Preferred Stock
Stockholders' Equity
Preferred Stock, No Par Value; Authorized 10,000,000 shares: Series C, outstanding shares of 16,000, Series D, outstanding shares of 5,000	388.5	$ 388.5
Series D Preferred Stock
Stockholders' Equity
Preferred Stock, No Par Value; Authorized 10,000,000 shares: Series C, outstanding shares of 16,000, Series D, outstanding shares of 5,000	$ 493.5

XML

Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Held to maturity, fair value	$ 8,933.4	$ 8,905.1
Total loans and leases, unearned income	$ 39.1	$ 41.2
Preferred stock, par value (in dollars per share)	$ 0	$ 0
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 1.6667	$ 1.6667
Common stock, authorized (in shares)	560,000,000	560,000,000
Common stock, outstanding (in shares)	229,585,949	228,605,485
Treasury stock, (in shares)	15,585,575	16,566,039
Series C Preferred Stock
Preferred stock, outstanding (in shares)	16,000	16,000
Series D Preferred Stock
Preferred stock, outstanding (in shares)	5,000	5,000

XML

Consolidated Statements of Income (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Noninterest Income
Trust, Investment and Other Servicing Fees	$ 808.2	$ 748.2
Foreign Exchange Trading Income	48.1	60.5
Treasury Management Fees	14.7	16.2
Security Commissions and Trading Income	20.5	18.9
Other Operating Income	39.7	38.1
Investment Security Gains (Losses), net (Note)	(0.3)	0.3
Total Noninterest Income	930.9	882.2
Net Interest Income
Interest Income	410.3	352.0
Interest Expense	56.8	44.2
Net Interest Income	353.5	307.8
Provision for Credit Losses	(1.0)	2.0
Net Interest Income after Provision for Credit Losses	354.5	305.8
Noninterest Expense
Compensation	425.8	378.8
Employee Benefits	77.8	70.6
Outside Services	153.1	149.9
Equipment and Software	127.3	114.2
Occupancy	45.4	40.9
Other Operating Expense	65.1	74.4
Total Noninterest Expense	894.5	828.8
Income before Income Taxes	390.9	359.2
Provision for Income Taxes	114.8	113.8
Net Income	276.1	245.4
Preferred Stock Dividends	20.7	5.9
Net Income Applicable to Common Stock	$ 255.4	$ 239.5
Per Common Share
Net Income — Basic (in dollars per share)	$ 1.10	$ 1.03
Net Income - Diluted (in dollars per share)	$ 1.09	$ 1.03
Average number of common shares outstanding
Basic (in shares)	229,059,540	228,619,089
Diluted (in shares)	230,630,876	229,797,945
Changes in Other-Than-Temporary-Impairment (OTTI) Losses	$ (0.1)	$ 0.0
Other Security Gains (Losses), net	(0.2)	0.3
Investment Security Gains (Losses), net	$ (0.3)	$ 0.3

XML

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Statement of Comprehensive Income [Abstract]
Net Income	$ 276.1	$ 245.4
Other Comprehensive Income (Loss) (Net of Tax and Reclassifications)
Net Unrealized Gains on Securities Available for Sale	19.3	74.7
Net Unrealized Gains (Losses) on Cash Flow Hedges	(5.3)	6.1
Foreign Currency Translation Adjustments	2.0	3.9
Pension and Other Postretirement Benefit Adjustments	2.0	4.1
Other Comprehensive Income (Loss)	18.0	88.8
Comprehensive Income	$ 294.1	$ 334.2

XML

Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Millions	Total	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Treasury Stock
Beginning balance at Dec. 31, 2015		$ 388.5		$ 1,072.3	$ 8,242.8	$ (372.7)	$ (1,033.6)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Preferred Stock, Series D		0.0
Treasury Stock Transactions — Stock Options and Awards				(71.2)			76.6
Stock Options and Awards — Amortization				26.4
Stock Options and Awards — Tax Benefit				(9.0)
Net Income	$ 245.4				245.4
Dividends Declared — Common Stock					(83.9)
Dividends Declared — Preferred Stock					(5.9)
Net Unrealized Gains on Securities Available for Sale	74.7					74.7
Net Unrealized Gains (Losses) on Cash Flow Hedges	6.1					6.1
Foreign Currency Translation Adjustments	3.9					3.9
Pension and Other Postretirement Benefit Adjustments	4.1					4.1
Stock Purchased							(140.3)
Ending balance at Mar. 31, 2016	8,832.8	388.5	$ 408.6	1,018.5	8,398.4	(283.9)	(1,097.3)
Beginning balance at Dec. 31, 2016	9,770.4	882.0	408.6	1,035.8	8,908.4	(370.0)	(1,094.4)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Preferred Stock, Series D		0.0
Treasury Stock Transactions — Stock Options and Awards				(81.8)			119.0
Stock Options and Awards — Amortization				56.2
Stock Options and Awards — Tax Benefit				0.0
Net Income	276.1				276.1
Dividends Declared — Common Stock					(89.4)
Dividends Declared — Preferred Stock					(20.7)
Net Unrealized Gains on Securities Available for Sale	19.3					19.3
Net Unrealized Gains (Losses) on Cash Flow Hedges	(5.3)					(5.3)
Foreign Currency Translation Adjustments	2.0					2.0
Pension and Other Postretirement Benefit Adjustments	2.0					2.0
Stock Purchased	(70.1)						(70.1)
Ending balance at Mar. 31, 2017	$ 9,977.7	$ 882.0	$ 408.6	$ 1,010.2	$ 9,074.4	$ (352.0)	$ (1,045.5)

XML

Consolidated Statements of Cash Flows (Unaudited - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows from Operating Activities:
Net Income	$ 276.1	$ 245.4
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Investment Security Losses (Gains), net	0.3	(0.3)
Amortization and Accretion of Securities and Unearned Income, net	18.9	12.5
Provision for Credit Losses	(1.0)	2.0
Depreciation on Buildings and Equipment	23.3	22.4
Pension Plan Contributions	(11.5)	(9.1)
Change in Receivables	(5.6)	(95.4)
Change in Interest Payable	5.9	2.3
Change in Collateral With Derivative Counterparties, net	572.5	(200.1)
Other Operating Activities, net	(172.2)	(343.1)
Net Cash Provided by (Used in) Operating Activities	784.7	(295.5)
Cash Flows from Investing Activities:
Net Change in Federal Funds Sold and Securities Purchased under Agreements to Resell	52.7	(143.9)
Change in Interest-Bearing Deposits with Banks	(327.8)	721.9
Net Change in Federal Reserve and Other Central Bank Deposits	767.1	1,987.3
Purchases of Securities — Held to Maturity	(2,284.1)	(1,287.7)
Proceeds from Maturity and Redemption of Securities — Held to Maturity	2,450.9	726.3
Purchases of Securities — Available for Sale	(2,633.6)	(3,285.2)
Proceeds from Sale, Maturity and Redemption of Securities — Available for Sale	3,235.9	2,416.6
Change in Loans and Leases	153.0	(950.6)
Purchases of Buildings and Equipment	(14.3)	(12.0)
Purchases and Development of Computer Software	(79.9)	(65.0)
Change in Client Security Settlement Receivables	(519.8)	261.0
Other Investing Activities, net	226.4	293.8
Net Cash Provided by Investing Activities	1,026.5	662.5
Cash Flows from Financing Activities:
Change in Deposits	(1,671.8)	388.6
Change in Federal Funds Purchased	164.7	(88.2)
Change in Securities Sold under Agreements to Repurchase	(40.4)	(39.5)
Change in Short-Term Other Borrowings	(1,030.6)	(27.1)
Repayments of Senior Notes and Long-Term Debt	(3.8)	(1.4)
Treasury Stock Purchased	(70.1)	(140.3)
Net Proceeds from Stock Options	37.2	5.3
Cash Dividends Paid on Common Stock	(86.9)	(82.8)
Cash Dividends Paid on Preferred Stock	(5.9)	(5.9)
Other Financing Activities, net	0.0	(8.9)
Net Cash Used in Financing Activities	(2,707.6)	(0.2)
Effect of Foreign Currency Exchange Rates on Cash	213.6	203.1
(Decrease) Increase in Cash and Due from Banks	(682.8)	569.9
Cash and Due from Banks at Beginning of Year	5,332.0	6,418.5
Cash and Due from Banks at End of Period	4,649.2	6,988.4
Supplemental Disclosures of Cash Flow Information:
Interest Paid	50.8	41.8
Income Taxes Paid	43.5	215.0
Transfers from Loans to OREO	2.3	4.6
Computer Software
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Amortization of Intangibles	75.6	65.8
Other Intangible Assets
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Amortization of Intangibles	$ 2.4	$ 2.1

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The consolidated financial statements include the accounts of Northern Trust Corporation (the Corporation) and its wholly-owned subsidiary, The Northern Trust Company (the Bank), and various other wholly-owned subsidiaries of the Corporation and the Bank. Throughout the notes, the term “Northern Trust” refers to the Corporation and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements, as of and for the periods ended March 31, 2017 and 2016, have not been audited by the Corporation’s independent registered public accounting firm. In the opinion of management, all accounting entries and adjustments, including normal recurring accruals, necessary for a fair presentation of the financial position and the results of operations for the interim periods have been made. The accounting and financial reporting policies of Northern Trust conform to U.S. generally accepted accounting principles (GAAP) and reporting practices prescribed by the banking industry. The consolidated statements of income include results of acquired subsidiaries from the dates of acquisition. Certain amounts in prior periods have been reclassified to conform with the current year’s presentation. For a description of Northern Trust’s significant accounting policies, refer to Note 1 of the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2016.

Change in Presentation. Based on the increase in trade clearing activity taking place outside of the United States, during the year ended December 31, 2016, Northern Trust became a participant in the Clearing House Automated Payment System (CHAPS) in the United Kingdom. In addition, Northern Trust anticipates becoming a participant in the European solution for securities settlements, the Target 2 Securities (T2S) platform, in 2017. As a part of the implementation of these programs, management assessed the nature of Northern Trust’s deposits with non-U.S. central banks and determined that they were similar to the deposits Northern Trust has with the U.S. Federal Reserve System (Federal Reserve). As such, during the year ended December 31, 2016, the presentation of non-U.S. central bank deposits was combined with the presentation of Federal Reserve deposits on a single financial statement line, Federal Reserve and Other Central Bank Deposits, on the face of the consolidated balance sheets. Northern Trust determined that this change in presentation was material to the financial statements and has revised the prior-period presentation of the consolidated balance sheets, statements of cash flows and applicable notes to the financial statements. This change in presentation has no impact on the consolidated statements of income, comprehensive income or changes in stockholders’ equity.

The table below shows the effect of the change in presentation on the Corporation’s consolidated statements of cash flows and related footnotes for the three months ended March 31, 2016.

Table 30: Change in Presentation

Consolidated Statements of Cash Flows	Three Months Ended March 31, 2016
(In Millions)	Previously Reported		Adjustment			Revised
Change in Interest-Bearing Deposits with Banks	$	716.7	$	5.2		$	721.9
Net Change in Federal Reserve Deposits	1,983.2		(1,983.2		)	—
Net Change in Federal Reserve and Other Central Bank Deposits	—		1,987.3			1,987.3
Net Cash Provided by Investing Activities	653.2		9.3			662.5
Effect of Foreign Currency Exchange Rates on Cash	202.9		0.2			203.1
Increase in Cash and Due from Banks	560.4		9.5			569.9
Cash and Due from Banks at Beginning of Year	6,444.6		(26.1		)	6,418.5
Cash and Due from Banks at End of Period	7,005.0		(16.6		)	6,988.4

Footnote 14 Net Interest Income	Three Months Ended March 31, 2016
(In Millions)	Previously Reported		Adjustment			Revised
Interest-Bearing Due from and Deposits with Banks	$	23.7	$	(6.2	)	$	17.5
Federal Reserve Deposits and Other	23.0		(23.0		)	—
Federal Reserve and Other Central Bank Deposits	$	—	$	29.2		$	29.2

Adoption of ASU No. 2016-09. The Corporation adopted ASU No. 2016-09 on July 1, 2016 with an effective date of January 1, 2016, which resulted in a reclassification $3.6 million from additional paid-in capital to provision for income taxes, representing excess tax benefits previously recognized in additional paid-in-capital during the three months ended March 31, 2016.

Adoption of the standard impacted the Corporation’s previously reported quarterly results as follows:

	Three Months Ended
	March 31, 2016
($ In Millions except per share data)	As Reported			As Adjusted
Provision for Income Taxes	$	117.4		$	113.8
Net Income	241.8			245.4
Earnings Allocated to Participating Securities	4.1			4.1
Net Income Applicable to Common Stock	235.9			239.5
Effective Tax Rate	32.7		%	31.7		%
Basic Earnings per Share	1.01			1.03
Diluted Earnings per Share	1.01			1.03
Diluted Weighted Average Shares Outstanding (000s)	229,980			229,798
Additional Paid-In Capital	1,022.1			1,018.5
Retained Earnings	8,394.8			8,398.4

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Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2017

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

On January 1, 2017, the Corporation adopted ASU 2016-05, “Derivatives and Hedging (Topics 815): Effects of Derivative Contract Novations on Existing Hedge Accounting Relationships (a consensus of the Emerging Issues Task Force)” (ASU 2016-05). ASU 2016-05 clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815, does not, in and of itself, require dedesignation of that hedging relationship provided all other hedge accounting criteria continue to be met. Upon adoption of ASU 2016-05, the Corporation did not dedesignate any hedging relationships due to change in counterparty and therefore there was no impact to its consolidated financial condition or results of operations.

On January 1, 2017, the Corporation adopted ASU 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (a consensus of the Emerging Issues Task Force)” (ASU 2016-06). The amendments in ASU 2016-06 clarify what steps are required when assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to the economic characteristics and risks of their debt hosts, which is one of the criteria for bifurcating an embedded derivative. The Corporation currently applies the approach for analyzing potential embedded derivative instruments in debt instruments detailed in ASU 2016-06 and therefore upon adoption there was no impact to its consolidated financial condition or results of operations.

On January 1, 2017, the Corporation adopted ASU 2016-07, “Investments - Equity Method and Joint Ventures (Topic 323), Simplifying the Transition to the Equity Method of Accounting” (ASU 2016-07), which requires that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Upon adoption of ASU 2016-07, the Corporation did not hold an interest in an investee that subsequently qualified for the use of the equity method and therefore there was no impact to the Corporation’s consolidated financial condition or results of operations.

On January 1, 2017, the Corporation adopted ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control” (ASU 2016-17). Under ASU 2016-17, a single decision maker evaluating whether it is the primary beneficiary of a variable interest entity will consider its indirect interests held by related parties that are under common control on a proportionate basis. Upon adoption of ASU 2016-17, there was no impact to the Corporation’s consolidated financial condition or results of operations.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

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, 2017 or the year ended December 31, 2016.

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 predominantly by external pricing vendors. Prices received from vendors are compared to other vendor and third-party prices. If a security price obtained from a pricing vendor is determined to exceed pre-determined tolerance levels that are assigned based on an asset type’s characteristics, the exception is researched and, if the price is not able to be validated, an alternate pricing vendor is utilized, consistent with Northern Trust’s pricing source hierarchy. As of March 31, 2017, Northern Trust’s available for sale securities portfolio included 1,434 Level 2 securities with an aggregate market value of $28.2 billion. All 1,434 securities were valued by external pricing vendors. As of December 31, 2016, Northern Trust’s available for sale securities portfolio included 1,409 Level 2 securities with an aggregate market value of $28.1 billion. All 1,409 securities were valued by external pricing vendors. Trading account securities, which totaled $1.4 million and $0.3 million as of March 31, 2017 and December 31, 2016, respectively, were all valued using external pricing vendors.

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; 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 arrangements or similar 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, Northern Trust uses external pricing vendors that incorporate transaction details and market based inputs such as past auction results, trades and bids. The significant unobservable inputs used in the fair value measurement are the prices of the securities supported by little market activity and for which trading is limited.

Northern Trust’s Level 3 liabilities consist of swaps that Northern Trust entered into with the purchaser of 1.1 million and 1.0 million shares of Visa Inc. Class B common stock (Visa Class B common shares) previously held by Northern Trust and sold in June 2016 and 2015, respectively. Pursuant to the swaps, Northern Trust retains the risks associated with the ultimate conversion of the Visa Class B common shares into shares of Visa Inc. Class A common stock (Visa Class A common shares), such that the counterparty will be compensated for any dilutive adjustments to the conversion ratio and Northern Trust will be compensated for any anti-dilutive adjustments to the ratio. The swaps also require periodic payments from Northern Trust to the counterparty calculated by reference to the market price of Visa Class A common shares and a fixed rate of interest. The fair value of the swaps is determined using a discounted cash flow methodology. The significant unobservable inputs used in the fair value measurement are Northern Trust’s own assumptions about estimated changes in the conversion rate of the Visa Class B common shares into Visa Class A common shares, the date on which such conversion is expected to occur and the estimated growth rate of the Visa Class A common share price. See “Visa Class B Common Shares” under Note 19 — “Contingent Liabilities” for further information.

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.

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, 2017 and December 31, 2016.

Table 31: Level 3 Significant Unobservable Inputs

	March 31, 2017
Financial Instrument	Fair Value			Valuation Technique	Unobservable Inputs	Range of Inputs
Auction Rate Securities	$	4.3	million	Comparables	Price	$84		—	99
Swaps Related to Sale of Certain Visa Class B Common Shares	$	26.4	million	Discounted Cash Flow	Visa Class A Appreciation	7.0	%	—	11.0%
					Conversion Rate	1.63x		—	1.65x
					Expected Duration	1.25		—	4.25 years

	December 31, 2016
Financial Instrument	Fair Value			Valuation Technique	Unobservable Inputs	Range of Inputs
Auction Rate Securities	$	4.7	million	Comparables	Price	$84		—	99
Swap Related to Sale of Certain Visa Class B Common Shares	$	25.2	million	Discounted Cash Flow	Visa Class A Appreciation	7.0	%	—	11.0%
					Conversion Rate	1.63x		—	1.65x
					Expected Duration	1.50		—	4.50 years

The following tables present assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016, segregated by fair value hierarchy level.

Table 32: Recurring Basis Hierarchy Leveling

(In Millions)	Level 1		Level 2		Level 3		Netting			Assets/Liabilities at Fair Value
March 31, 2017
Securities
Available for Sale
U.S. Government	$	6,830.2	$	—	$	—	$	—		$	6,830.2
Obligations of States and Political Subdivisions	—		951.5		—		—			951.5
Government Sponsored Agency	—		17,936.4		—		—			17,936.4
Non-U.S. Government	—		218.1		—		—			218.1
Corporate Debt	—		3,559.0		—		—			3,559.0
Covered Bonds	—		884.9		—		—			884.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	—		1,761.3		—		—			1,761.3
Other Asset-Backed	—		2,351.9		—		—			2,351.9
Auction Rate	—		—		4.3		—			4.3
Commercial Mortgage-Backed	—		456.2		—		—			456.2
Other	—		43.8		—		—			43.8
Total Available for Sale	6,830.2		28,163.1		4.3		—			34,997.6
Trading Account	—		1.4		—		—			1.4
Total Available for Sale and Trading Securities	6,830.2		28,164.5		4.3		—			34,999.0
Other Assets
Derivative Assets
Foreign Exchange Contracts	—		1,882.3		—		—			1,882.3
Interest Rate Contracts	—		116.2		—		—			116.2
Total Derivative Assets	—		1,998.5		—		(1,352.5		)	646.0
Other Liabilities
Derivative Liabilities
Foreign Exchange Contracts	—		1,874.7		—		—			1,874.7
Interest Rate Contracts	—		84.8		—		—			84.8
Other Financial Derivatives (1)	—		—		26.4		—			26.4
Total Derivative Liabilities	$	—	$	1,959.5	$	26.4	$	(1,148.7	)	$	837.2

Note: Northern Trust has elected to net derivative assets and liabilities when legally enforceable master netting arrangements or similar agreements exist between Northern Trust and the counterparty. As of March 31, 2017, derivative assets and liabilities shown above also include reductions of $411.0 million and $207.2 million, respectively, as a result of cash collateral received from and deposited with derivative counterparties.

⁽¹⁾  This line consists of swaps related to the sale of certain Visa Class B common shares.

(In Millions)	Level 1		Level 2		Level 3		Netting			Assets/Liabilities at Fair Value
December 31, 2016
Securities
Available for Sale
U.S. Government	$	7,522.6	$	—	$	—	$	—		$	7,522.6
Obligations of States and Political Subdivisions	—		885.2		—		—			885.2
Government Sponsored Agency	—		17,892.8		—		—			17,892.8
Non-U.S. Government	—		417.9		—		—			417.9
Corporate Debt	—		3,765.2		—		—			3,765.2
Covered Bonds	—		1,143.9		—		—			1,143.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	—		1,340.7		—		—			1,340.7
Other Asset-Backed	—		2,085.1		—		—			2,085.1
Auction Rate	—		—		4.7		—			4.7
Commercial Mortgage-Backed	—		471.6		—		—			471.6
Other	—		50.1		—		—			50.1
Total Available for Sale	7,522.6		28,052.5		4.7		—			35,579.8
Trading Account	—		0.3		—		—			0.3
Total Available for Sale and Trading Securities	7,522.6		28,052.8		4.7		—			35,580.1
Other Assets
Derivative Assets
Foreign Exchange Contracts	—		3,609.6		—		—			3,609.6
Interest Rate Contracts	—		247.2		—		—			247.2
Total Derivative Assets	—		3,856.8		—		(2,170.4		)	1,686.4
Other Liabilities
Derivative Liabilities
Foreign Exchange Contracts	—		3,242.9		—		—			3,242.9
Interest Rate Contracts	—		108.0		—		—			108.0
Other Financial Derivatives (1)	—		—		25.2		—			25.2
Total Derivative Liabilities	$	—	$	3,350.9	$	25.2	$	(2,431.2	)	$	944.9

Note: Northern Trust has elected to net derivative assets and liabilities when legally enforceable master netting arrangements or similar agreements exist between Northern Trust and the counterparty. As of December 31, 2016, derivative assets and liabilities shown above also include reductions of $461.3 million and $722.1 million, respectively, as a result of cash collateral received from and deposited with derivative counterparties.

⁽¹⁾ This line consists of swaps related to the sale of certain Visa Class B common shares.

The following tables present the changes in Level 3 assets and liabilities for the three months ended March 31, 2017 and 2016.

Table 33: Changes in Level 3 Assets

Level 3 Assets (In Millions)	Auction Rate Securities
Three Months Ended March 31,	2017			2016
Fair Value at January 1	$	4.7		$	17.1
Total Gains (Losses):
Included in Earnings	—			—
Included in Other Comprehensive Income (1)	—			(0.4		)
Purchases, Issues, Sales, and Settlements
Sales	—			(0.1		)
Settlements	(0.4		)	—
Fair Value at March 31	$	4.3		$	16.6

⁽¹⁾  Unrealized gains (losses) are included in net unrealized gains (losses) on securities available for sale in the consolidated statements of comprehensive income.

Table 34: Changes in Level 3 Liabilities

Level 3 Liabilities (In Millions)	Swaps Related to Sale of Certain Visa Class B Common Shares
Three Months Ended March 31,	2017			2016
Fair Value at January 1	$	25.2		$	10.8
Total (Gains) Losses:
Included in Earnings (1)	2.9			(0.3		)
Included in Other Comprehensive Income	—			—
Purchases, Issues, Sales, and Settlements
Purchases	—			—
Settlements	(1.7		)	(0.8		)
Fair Value at March 31	$	26.4		$	9.7

⁽¹⁾  (Gains) losses are recorded in other operating income in the consolidated statements of income.

During the three months ended March 31, 2017 and 2016, 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 disclose separately these subsequent fair value measurements and to classify them under the fair value hierarchy.

Assets measured at fair value on a nonrecurring basis at March 31, 2017 and 2016, all of which were categorized as Level 3 under the fair value hierarchy, were comprised of impaired loans whose values were based on real estate and other available collateral, and of other real estate owned (OREO) properties. Fair values of real-estate loan collateral 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 realizable value. Other loan collateral, which typically consists of accounts receivable, inventory and equipment, is valued using a market approach adjusted for asset-specific characteristics and in limited instances third-party valuations are used. OREO assets are carried at the lower of cost or fair value less estimated costs to sell, with fair value typically based on third-party appraisals.

Collateral-based impaired loans and OREO assets that have been adjusted to fair value totaled $28.7 million and $0.6 million, respectively, at March 31, 2017, and $10.1 million and $2.5 million, respectively, at March 31, 2016. Assets measured at fair value on a nonrecurring basis reflect management’s judgment as to realizable value.

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, 2017 and December 31, 2016.

Table 35: Level 3 Nonrecurring Basis Significant Unobservable Inputs

	March 31, 2017
Financial Instrument	Fair Value	Valuation Technique	Unobservable Input	Range of Discounts Applied
Loans	$28.7 million	Market Approach	Discount to reflect realizable value	15.0	%	-	25.0%
OREO	$0.6 million	Market Approach	Discount to reflect realizable value	15.0	%	-	20.0%

	December 31, 2016
Financial Instrument	Fair Value	Valuation Technique	Unobservable Input	Range of Discounts Applied
Loans	$6.7 million	Market Approach	Discount to reflect realizable value	15.0	%	-	25.0%
OREO	$0.7 million	Market Approach	Discount to reflect realizable value	15.0	%	-	20.0%

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 in Northern Trust’s consolidated balance sheets 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, excluding U.S. treasury securities, were obtained from external pricing vendors, or in limited cases internally, using widely accepted models which are based on an income approach (discounted cash flow) that incorporates current market yield curves. The fair values of U.S. treasury securities were determined using quoted, active market prices for identical securities.

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. Loans held for sale are recorded at the lower of cost or fair value.

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 and other central bank deposits; 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). The fair values of demand, noninterest-bearing, savings, and money market deposits represent the amounts payable on demand as of the reporting date, although such deposits are typically priced at a premium in banking industry consolidations.

The following tables summarize the fair values of all financial instruments.

Table 36: Fair Value of Financial Instruments

(In Millions)	March 31, 2017
	Book Value		Total Fair Value		Fair Value
					Level 1		Level 2		Level 3
Assets
Cash and Due from Banks	$	4,649.2	$	4,649.2	$	4,649.2	$	—	$	—
Federal Reserve and Other Central Bank Deposits	25,959.5		25,959.5		—		25,959.5		—
Interest-Bearing Deposits with Banks	5,247.8		5,247.8		—		5,247.8		—
Federal Funds Sold and Resell Agreements	1,933.8		1,933.8		—		1,933.8		—
Securities
Available for Sale (Note)	34,997.6		34,997.6		6,830.2		28,163.1		4.3
Held to Maturity	8,938.4		8,933.4		6.0		8,927.4		—
Trading Account	1.4		1.4		—		1.4		—
Loans (excluding Leases)
Held for Investment	33,056.5		33,151.9		—		—		33,151.9
Held for Sale	—		—		—		—		—
Client Security Settlement Receivables	1,559.9		1,559.9		—		1,559.9		—
Other Assets
Federal Reserve and Federal Home Loan Bank Stock	158.1		158.1		—		158.1		—
Community Development Investments	209.8		209.8		—		209.8		—
Employee Benefit and Deferred Compensation	185.2		182.3		118.3		64.0		—
Liabilities
Deposits
Demand, Noninterest-Bearing, Savings and Money Market	$	46,425.4	$	46,425.4	$	46,425.4	$	—	$	—
Savings Certificates and Other Time	1,346.8		1,351.4		—		1,351.4		—
Non U.S. Offices Interest-Bearing	52,757.3		52,757.3		—		52,757.3		—
Federal Funds Purchased	369.5		369.5		—		369.5		—
Securities Sold under Agreements to Repurchase	433.2		433.2		—		433.2		—
Other Borrowings	4,077.1		4,079.7		—		4,079.7		—
Senior Notes	1,496.8		1,537.3		—		1,537.3		—
Long Term Debt (excluding Leases)
Subordinated Debt	1,302.5		1,315.5		—		1,315.5		—
Floating Rate Capital Debt	277.4		252.6		—		252.6		—
Other Liabilities
Standby Letters of Credit	36.8		36.8		—		—		36.8
Loan Commitments	37.5		37.5		—		—		37.5
Derivative Instruments
Asset/Liability Management
Foreign Exchange Contracts
Assets	$	30.5	$	30.5	$	—	$	30.5	$	—
Liabilities	42.1		42.1		—		42.1		—
Interest Rate Contracts
Assets	39.4		39.4		—		39.4		—
Liabilities	17.5		17.5		—		17.5		—
Other Financial Derivatives
Liabilities (1)	26.4		26.4		—		—		26.4
Client-Related and Trading
Foreign Exchange Contracts
Assets	1,851.8		1,851.8		—		1,851.8		—
Liabilities	1,832.6		1,832.6		—		1,832.6		—
Interest Rate Contracts
Assets	76.8		76.8		—		76.8		—
Liabilities	67.3		67.3		—		67.3		—

Note: Refer to the table located on page 32 for the disaggregation of available for sale securities.

⁽¹⁾ This line consists of swaps related to the sale of certain Visa Class B common shares.

(In Millions)	December 31, 2016
	Book Value		Total Fair Value		Fair Value
					Level 1		Level 2		Level 3
Assets
Cash and Due from Banks	$	5,332.0	$	5,332.0	$	5,332.0	$	—	$	—
Federal Reserve and Other Central Bank Deposits	26,674.2		26,674.2		—		26,674.2		—
Interest-Bearing Deposits with Banks	4,800.6		4,800.6		—		4,800.6		—
Federal Funds Sold and Resell Agreements	1,974.3		1,974.3		—		1,974.3		—
Securities
Available for Sale (Note)	35,579.8		35,579.8		7,522.6		28,052.5		4.7
Held to Maturity	8,921.1		8,905.1		15.0		8,890.1		—
Trading Account	0.3		0.3		—		0.3		—
Loans (excluding Leases)
Held for Investment	33,354.1		33,471.3		—		—		33,471.3
Held for Sale	13.4		13.4		—		—		13.4
Client Security Settlement Receivables	1,043.7		1,043.7		—		1,043.7		—
Other Assets
Federal Reserve and Federal Home Loan Bank Stock	203.1		203.1		—		203.1		—
Community Development Investments	218.9		215.5		—		215.5		—
Employee Benefit and Deferred Compensation	166.2		162.5		107.2		55.3		—
Liabilities
Deposits
Demand, Noninterest-Bearing, Savings and Money Market	$	46,671.9	$	46,671.9	$	46,671.9	$	—	$	—
Savings Certificates and Other Time	1,331.7		1,337.5		—		1,337.5		—
Non U.S. Offices Interest-Bearing	53,648.1		53,648.1		—		53,648.1		—
Federal Funds Purchased	204.8		204.8		—		204.8		—
Securities Sold under Agreements to Repurchase	473.7		473.7		—		473.7		—
Other Borrowings	5,109.5		5,113.4		—		5,113.4		—
Senior Notes	1,496.6		1,535.5		—		1,535.5		—
Long Term Debt (excluding Leases)
Subordinated Debt	1,307.9		1,316.0		—		1,316.0		—
Floating Rate Capital Debt	277.4		251.0		—		251.0		—
Other Liabilities
Standby Letters of Credit	37.2		37.2		—		—		37.2
Loan Commitments	41.2		41.2		—		—		41.2
Derivative Instruments
Asset/Liability Management
Foreign Exchange Contracts
Assets	$	335.4	$	335.4	$	—	$	335.4	$	—
Liabilities	21.2		21.2		—		21.2		—
Interest Rate Contracts
Assets	160.2		160.2		—		160.2		—
Liabilities	22.8		22.8		—		22.8		—
Other Financial Derivatives
Liabilities (1)	25.2		25.2		—		—		25.2
Client-Related and Trading
Foreign Exchange Contracts
Assets	3,274.2		3,274.2		—		3,274.2		—
Liabilities	3,221.7		3,221.7		—		3,221.7		—
Interest Rate Contracts
Assets	87.0		87.0		—		87.0		—
Liabilities	85.2		85.2		—		85.2		—

Note: Refer to the table located on page 33 for the disaggregation of available for sale securities.

⁽¹⁾ This line consists of swaps related to the sale of certain Visa Class B common shares.

XML

Securities

3 Months Ended

Mar. 31, 2017

Investments, Debt and Equity Securities [Abstract]

Securities

Securities

The following tables provide the amortized cost and fair values of securities at March 31, 2017 and December 31, 2016.

Table 37: Reconciliation of Amortized Cost to Fair Value of Securities Available for Sale

Securities Available for Sale	March 31, 2017
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)			Gains		Losses
U.S. Government	$	6,815.5	$	27.9	$	13.2	$	6,830.2
Obligations of States and Political Subdivisions	953.2		0.2		1.9		951.5
Government Sponsored Agency	17,947.4		52.6		63.6		17,936.4
Non-U.S. Government	219.8		—		1.7		218.1
Corporate Debt	3,578.0		3.6		22.6		3,559.0
Covered Bonds	887.3		1.1		3.5		884.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,761.0		3.1		2.8		1,761.3
Other Asset-Backed	2,349.0		4.4		1.5		2,351.9
Auction Rate	4.6		—		0.3		4.3
Commercial Mortgage-Backed	459.1		—		2.9		456.2
Other	43.8		—		—		43.8
Total	$	35,018.7	$	92.9	$	114.0	$	34,997.6

Securities Available for Sale	December 31, 2016
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)			Gains		Losses
U.S. Government	$	7,514.5	$	22.4	$	14.3	$	7,522.6
Obligations of States and Political Subdivisions	890.8		—		5.6		885.2
Government Sponsored Agency	17,914.1		49.3		70.6		17,892.8
Non-U.S. Government	420.0		—		2.1		417.9
Corporate Debt	3,787.4		2.6		24.8		3,765.2
Covered Bonds	1,148.6		0.8		5.5		1,143.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,343.6		0.9		3.8		1,340.7
Other Asset-Backed	2,083.7		2.7		1.3		2,085.1
Auction Rate	5.0		—		0.3		4.7
Commercial Mortgage-Backed	474.1		—		2.5		471.6
Other	50.1		—		—		50.1
Total	$	35,631.9	$	78.7	$	130.8	$	35,579.8

Table 38: Reconciliation of Amortized Cost to Fair Value of Securities Held to Maturity

Securities Held to Maturity	March 31, 2017
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)			Gains		Losses
U.S Government	$	6.0	$	—	$	—	$	6.0
Obligations of States and Political Subdivisions	49.0		2.6		—		51.6
Government Sponsored Agency	6.8		0.5		—		7.3
Corporate Debt	252.6		0.1		0.4		252.3
Covered Bonds	2,295.6		11.6		2.7		2,304.5
Non-U.S. Government	3,282.6		6.6		0.4		3,288.8
Certificates of Deposit	306.5		—		—		306.5
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	2,422.3		10.8		1.3		2,431.8
Other Asset-Backed	186.4		1.6		—		188.0
Other	130.6		—		34.0		96.6
Total	$	8,938.4	$	33.8	$	38.8	$	8,933.4

Securities Held to Maturity	December 31, 2016
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)			Gains		Losses
U.S Government	$	15.0	$	—	$	—	$	15.0
Obligations of States and Political Subdivisions	63.6		2.7		—		66.3
Government Sponsored Agency	7.4		0.5		—		7.9
Corporate Debt	231.2		0.2		0.4		231.0
Covered Bonds	2,051.6		10.1		3.7		2,058.0
Non-U.S. Government	3,517.5		4.9		2.3		3,520.1
Certificates of Deposit	606.0		0.2		0.1		606.1
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	2,154.7		10.5		2.8		2,162.4
Other Asset-Backed	143.4		0.1		—		143.5
Other	130.7		—		35.9		94.8
Total	$	8,921.1	$	29.2	$	45.2	$	8,905.1

Securities held to maturity consist of debt securities that management intends to, and Northern Trust has the ability to, hold until maturity.

The following table provides the remaining maturity of securities as of March 31, 2017.

Table 39: Remaining Maturity of Securities Available for Sale and Held to Maturity

	March 31, 2017
(In Millions)	Amortized Cost		Fair Value
Available for Sale
Due in One Year or Less	$	6,665.1	$	6,660.1
Due After One Year Through Five Years	21,136.2		21,124.3
Due After Five Years Through Ten Years	6,015.5		6,017.7
Due After Ten Years	1,201.9		1,195.5
Total	35,018.7		34,997.6
Held to Maturity
Due in One Year or Less	2,914.6		2,916.9
Due After One Year Through Five Years	5,764.1		5,783.4
Due After Five Years Through Ten Years	201.2		200.2
Due After Ten Years	58.5		32.9
Total	$	8,938.4	$	8,933.4

Note: Mortgage-backed and asset-backed securities are included in the above table taking into account anticipated future prepayments.

Investment Security Gains / Losses. Net investment security losses of $0.3 million were recognized in the three months ended March 31, 2017, which include $0.1 million of charges related to the other-than-temporary impairment (OTTI) of certain Community Reinvestment ACT (CRA) eligible held to maturity securities. Net investment security gains of$0.3 million were recognized in the three months ended March 31, 2016. For three months ended March 31, 2017, proceeds of $541.3 million were received from the sale of securities resulting in gross realized losses of $0.2 million. For the three months ended March 31, 2016, proceeds of $513.6 million were received from the sale of securities, resulting in realized gross gains of $0.3 million.

Securities with Unrealized Losses. The following tables provide information regarding securities that had been in a continuous unrealized loss position for less than twelve months and for twelve months or longer as of March 31, 2017 and December 31, 2016.

Table 40: Securities with Unrealized Losses

Securities with Unrealized Losses as of March 31, 2017	Less than 12 Months				12 Months or Longer				Total
(In Millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Government	$	1,701.3	$	13.2	$	—	$	—	$	1,701.3	$	13.2
Obligations of States and Political Subdivisions	750.1		1.9		—		—		750.1		1.9
Government Sponsored Agency	7,455.5		51.5		2,433.8		12.1		9,889.3		63.6
Non-U.S. Government	1,729.3		2.1		—		—		1,729.3		2.1
Corporate Debt	1,555.2		9.6		807.3		13.4		2,362.5		23.0
Covered Bonds	829.3		6.0		139.2		0.2		968.5		6.2
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,089.2		3.4		249.3		0.7		1,338.5		4.1
Other Asset-Backed	714.5		1.5		—		—		714.5		1.5
Auction Rate	0.4		0.1		3.8		0.2		4.2		0.3
Commercial Mortgage-Backed	439.3		2.9		—		—		439.3		2.9
Other	48.4		14.1		51.6		19.9		100.0		34.0
Total	$	16,312.5	$	106.3	$	3,685.0	$	46.5	$	19,997.5	$	152.8

Securities with Unrealized Losses as of December 31, 2016	Less than 12 Months				12 Months or Longer				Total
(In Millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Government	$	1,603.0	$	14.3	$	—	$	—	$	1,603.0	$	14.3
Obligations of States and Political Subdivisions	865.3		5.6		—		—		865.3		5.6
Government Sponsored Agency	8,252.5		58.5		2,121.0		12.1		10,373.5		70.6
Non-U.S. Government	2,957.1		4.4		—		—		2,957.1		4.4
Corporate Debt	1,601.7		11.2		1,054.4		14.0		2,656.1		25.2
Covered Bonds	809.0		8.6		138.9		0.6		947.9		9.2
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,136.1		5.7		249.1		0.9		1,385.2		6.6
Other Asset-Backed	584.3		1.3		—		—		584.3		1.3
Certificates of Deposit	81.4		0.1		—		—		81.4		0.1
Auction Rate	0.4		0.1		4.3		0.2		4.7		0.3
Commercial Mortgage-Backed	471.5		2.5		—		—		471.5		2.5
Other	50.5		17.9		59.7		18.0		110.2		35.9
Total	$	18,412.8	$	130.2	$	3,627.4	$	45.8	$	22,040.2	$	176.0

As of March 31, 2017, 1,074 securities with a combined fair value of $20.0 billion were in an unrealized loss position, with their unrealized losses totaling $152.8 million. Unrealized losses of $63.6 million related to government sponsored agency securities are primarily attributable to changes in market interest rates since their purchase. Unrealized losses of $23.0 million within corporate debt securities primarily reflect widened credit spreads and higher market rates since purchase; 35% of the corporate debt portfolio is backed by guarantees provided by U.S. and non-U.S. governmental entities.

The majority of the $34.0 million of unrealized losses in securities classified as “other” at March 31, 2017, related to securities primarily purchased at a premium or par by Northern Trust for compliance with the CRA. Unrealized losses on these CRA-related securities were attributable to yields that were below market rates for the purpose of supporting institutions and programs that benefit low- to moderate- income communities within Northern Trust’s market area. Unrealized losses of $0.3 million related to auction rate securities primarily reflected reduced market liquidity as a majority of auctions continued to fail, preventing holders from liquidating their investments at par. The remaining unrealized losses on Northern Trust’s securities portfolio as of March 31, 2017, were attributable to changes in overall market interest rates, increased credit spreads or reduced market liquidity. As of March 31, 2017, Northern Trust did not intend to sell any investment in an unrealized loss position and it was more likely than not that Northern Trust would not be required to sell any such investment before the recovery of its amortized cost basis, which may be maturity.

Security impairment reviews are conducted quarterly to identify and evaluate securities that have indications of possible OTTI. A determination as to whether a security’s decline in market value is other-than-temporary takes into consideration numerous factors and the relative significance of any single factor can vary by security. Factors Northern Trust considers in determining whether impairment is other-than-temporary include, but are not limited to: the length of time the security has been impaired; the severity of the impairment; the cause of the impairment and the financial condition and near-term prospects of the issuer; activity in the market of the issuer, which may indicate adverse credit conditions; Northern Trust’s intent regarding the sale of the security as of the balance sheet date; and the likelihood that it will not be required to sell the security for a period of time sufficient to allow for the recovery of the security’s amortized cost basis. For each security meeting the requirements of Northern Trust’s internal screening process, an extensive review is conducted to determine if OTTI has occurred.

While all securities are considered, the process for identifying credit impairment within CRA-eligible mortgage-backed securities incorporates an expected loss approach using discounted cash flows on the underlying collateral pools. To evaluate whether an unrealized loss on CRA-eligible mortgage-backed securities is other-than-temporary, a calculation of the security’s present value is made using current pool data, the current delinquency pipeline, default rates and loan loss severities based on the historical performance of the mortgage pools, and Northern Trust’s outlook for the housing market and the overall economy. If the present value of the collateral pools was found to be less than the current amortized cost of the security, a credit-related OTTI loss would be recorded in earnings equal to the difference between the two amounts.

Impairments of CRA-eligible mortgage-backed securities are influenced by a number of factors, including but not limited to, U.S. economic and housing market performance, pool credit enhancement level, year of origination and estimated credit quality of the collateral. The factors used in estimating losses related to CRA-eligible mortgage-backed securities vary by vintage of loan origination and collateral quality.

There were $0.1 million of OTTI losses recognized in the three months ended March 31, 2017 related to CRA-eligible mortgage-backed securities. There were no OTTI losses recognized during the three months ended March 31, 2016.

Credit Losses on Debt Securities. The table below provides the cumulative credit-related losses recognized in earnings on debt securities other-than-temporarily impaired.

Table 41: Cumulative Credit-Related Losses on Securities

	Three Months Ended March 31,
(In Millions)	2017		2016
Cumulative Credit-Related Losses on Securities Held — Beginning of Period	$	3.4	$	5.2
Plus: Losses on Newly Identified Impairments	—		—
Additional Losses on Previously Identified Impairments	0.1		—
Less: Current and Prior Period Losses on Securities Sold During the Period	—		—
Cumulative Credit-Related Losses on Securities Held — End of Period	$	3.5	$	5.2

XML

Securities Sold Under Agreements to Repurchase

3 Months Ended

Mar. 31, 2017

Banking and Thrift [Abstract]

Securities Sold Under Agreements to Repurchase

Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase are accounted for as collateralized financings and recorded at the amounts at which the securities were sold plus accrued interest. To minimize any potential credit risk associated with these transactions, the fair value of the securities sold is monitored, limits are set on exposure with counterparties, and the financial condition of counterparties is regularly assessed. Securities sold under agreements to repurchase are held by the counterparty until the repurchase.

The following table provides information regarding repurchase agreements that are accounted for as secured borrowings as of March 31, 2017.

Table 42: Repurchase Agreements Accounted for as Secured Borrowings

	March 31, 2017
(In Millions)	Remaining Contractual Maturity of the Agreements
Repurchase Agreements	Overnight and Continuous
U.S. Treasury and Agency Securities	$	433.2
Total Borrowings	$	433.2
Gross Amount of Recognized Liabilities for Repurchase Agreements in Note 21	$	433.2
Amounts related to agreements not included in Note 21	$	—

XML

Loans and Leases

3 Months Ended

Mar. 31, 2017

Receivables [Abstract]

Loans and Leases

Loans and Leases

Amounts outstanding for loans and leases, by segment and class, are shown below.

Table 43: Loans and Leases

(In Millions)	March 31, 2017			December 31, 2016
Commercial
Commercial and Institutional	$	9,487.3		$	9,523.0
Commercial Real Estate	3,922.8			4,002.5
Non-U.S.	1,654.0			1,877.8
Lease Financing, net	253.6			293.9
Other	209.7			205.1
Total Commercial	15,527.4			15,902.3
Personal
Private Client	10,375.8			10,052.0
Residential Real Estate	7,542.1			7,841.9
Other	26.5			25.9
Total Personal	17,944.4			17,919.8
Total Loans and Leases	33,471.8			33,822.1
Allowance for Credit Losses Assigned to Loans and Leases	(162.0		)	(161.0		)
Net Loans and Leases	$	33,309.8		$	33,661.1

Residential real estate loans consist of traditional first lien mortgages and equity credit lines that generally require a loan-to-collateral value of no more than 65% to 80% at inception. Northern Trust’s equity credit line products generally have draw periods of up to 10 years and a balloon payment of any outstanding balance is due at maturity. Payments are interest only with variable interest rates. Northern Trust does not offer equity credit lines that include an option to convert the outstanding balance to an amortizing payment loan. As of March 31, 2017 and December 31, 2016, equity credit lines totaled $1.1 billion and $1.2 billion, respectively, and equity credit lines for which first liens were held by Northern Trust represented 92% and 91% of the total equity credit lines as of March 31, 2017 and December 31, 2016, respectively.

Included within the non-U.S., commercial-other and personal-other classes are short-duration advances primarily related to the processing of custodied client investments that totaled $920.1 million at March 31, 2017, and $1.4 billion at December 31, 2016. Demand deposits reclassified as loan balances totaled $74.8 million and $88.1 million at March 31, 2017 and December 31, 2016, respectively. There were no loans classified as held for sale as of March 31, 2017. Loans classified as held for sale totaled $13.4 million as of December 31, 2016. Leases classified as held for sale totaled $32.3 million as of March 31, 2017 and $43.0 million as of December 31, 2016, respectively, related to the decision to exit a non-strategic loan and lease portfolio.

Credit Quality Indicators. Credit quality indicators are statistics, measurements or other metrics that provide information regarding the relative credit risk of loans and leases. Northern Trust utilizes a variety of credit quality indicators to assess the credit risk of loans and leases at the segment, class and individual credit exposure levels.

As part of its credit process, Northern Trust utilizes an internal borrower risk rating system to support identification, approval and monitoring of credit risk. Borrower risk ratings are used in credit underwriting, management reporting and the calculation of credit loss allowances and economic capital.

Risk ratings are used for ranking the credit risk of borrowers and the probability of their default. Each borrower is rated using one of a number of ratings models or other subjective assessment methodologies, which consider both quantitative and qualitative factors. The ratings models vary among classes of loans and leases in order to capture the unique risk characteristics inherent within each particular type of credit exposure. Provided below are the more significant performance indicator attributes considered within Northern Trust’s borrower rating models, by loan and lease class.

• Commercial and Institutional: leverage, profit margin, liquidity, asset size and capital levels;

• Commercial Real Estate: debt service coverage, loan-to-value ratio, leasing status and guarantor support;

• Lease Financing and Commercial-Other: leverage, profit margin, liquidity, asset size and capital levels;

• Non-U.S.: leverage, profit margin, liquidity, return on assets and capital levels;

• Residential Real Estate: payment history, credit bureau scores and loan-to-value ratio;

• Private Client: cash-flow-to-debt and net worth ratios, leverage and liquidity; and

• Personal-Other: cash-flow-to-debt and net worth ratios.

While the criteria vary by model, the objective is for the borrower ratings to be consistent in both the measurement and ranking of risk. Each model is calibrated to a master rating scale to support this consistency. Ratings for borrowers not in default range from “1” for the strongest credits to “7” for the weakest non-defaulted credits. Ratings of “8” or “9” are used for defaulted borrowers. Borrower risk ratings are monitored and are revised when events or circumstances indicate a change is required. Risk ratings are validated at least annually.

Loan and lease segment and class balances as of March 31, 2017 and December 31, 2016 are provided below, segregated by borrower ratings into “1 to 3,” “4 to 5” and “6 to 9” (watch list), categories.

Table 44: Borrower Ratings

	March 31, 2017								December 31, 2016
(In Millions)	1 to 3 Category		4 to 5 Category		6 to 9 Category (Watch List)		Total		1 to 3 Category		4 to 5 Category		6 to 9 Category (Watch List)		Total
Commercial
Commercial and Institutional	$	6,278.1	$	3,080.6	$	128.6	$	9,487.3	$	6,293.2	$	3,108.5	$	121.3	$	9,523.0
Commercial Real Estate	1,742.3		2,157.6		22.9		3,922.8		1,825.7		2,134.8		42.0		4,002.5
Non-U.S.	379.9		1,272.8		1.3		1,654.0		602.8		1,273.5		1.5		1,877.8
Lease Financing, net	200.8		52.8		—		253.6		214.3		79.6		—		293.9
Other	113.4		95.5		0.8		209.7		135.5		67.9		1.7		205.1
Total Commercial	8,714.5		6,659.3		153.6		15,527.4		9,071.5		6,664.3		166.5		15,902.3
Personal
Private Client	6,526.9		3,839.4		9.5		10,375.8		6,373.2		3,668.4		10.4		10,052.0
Residential Real Estate	2,564.4		4,664.3		313.4		7,542.1		2,617.8		4,913.9		310.2		7,841.9
Other	14.4		12.0		0.1		26.5		17.1		8.5		0.3		25.9
Total Personal	9,105.7		8,515.7		323.0		17,944.4		9,008.1		8,590.8		320.9		17,919.8
Total Loans and Leases	$	17,820.2	$	15,175.0	$	476.6	$	33,471.8	$	18,079.6	$	15,255.1	$	487.4	$	33,822.1

Loans and leases in the “1 to 3” category are expected to exhibit minimal to modest probabilities of default and are characterized by borrowers having the strongest financial qualities, including above average financial flexibility, cash flows and capital levels. Borrowers assigned these ratings are anticipated to experience very little to moderate financial pressure in adverse down cycle scenarios. As a result of these characteristics, borrowers within this category exhibit a minimal to modest likelihood of loss.

Loans and leases in the “4 to 5” category are expected to exhibit moderate to acceptable probabilities of default and are characterized by borrowers with less financial flexibility than those in the “1 to 3” category. Cash flows and capital levels are generally sufficient to allow for borrowers to meet current requirements, but have reduced cushion in adverse down cycle scenarios. As a result of these characteristics, borrowers within this category exhibit a moderate likelihood of loss.

Loans and leases in the watch list category have elevated credit risk profiles that are monitored through internal watch lists, and consist of credits with borrower ratings of “6 to 9.” These credits, which include all nonperforming credits, are expected to exhibit minimally acceptable probabilities of default, elevated risk of default, or are currently in default. Borrowers associated with these risk profiles that are not currently in default have limited financial flexibility. Cash flows and capital levels range from acceptable to potentially insufficient to meet current requirements, particularly in adverse down cycle scenarios. As a result of these characteristics, borrowers in this category exhibit an elevated likelihood of loss.

Recognition of Income. Interest income on loans is recorded on an accrual basis unless, in the opinion of management, there is a question as to the ability of the debtor to meet the terms of the loan agreement, or interest or principal is more than 90 days contractually past due and the loan is not well-secured and in the process of collection. Loans meeting such criteria are classified as nonperforming and interest income is recorded on a cash basis. At the time a loan is determined to be nonperforming, interest accrued but not collected is reversed against interest income in the current period. Interest collected on nonperforming loans is applied to principal unless, in the opinion of management, collectability of principal is not in doubt. Management’s assessment of the indicators of loan and lease collectability, and its policies relative to the recognition of interest income, including the suspension and subsequent resumption of income recognition, do not meaningfully vary between loan and lease classes. Nonperforming loans are returned to performing status when factors indicating doubtful collectability no longer exist. Factors considered in returning a loan to performing status are consistent across all classes of loans and leases and, in accordance with regulatory guidance, relate primarily to expected payment performance. Loans are eligible to be returned to performing status when: (i) no principal or interest that is due is unpaid and repayment of the remaining contractual principal and interest is expected or (ii) the loan has otherwise become well-secured (possessing realizable value sufficient to discharge the debt, including accrued interest, in full) and is in the process of collection (through action reasonably expected to result in debt repayment or restoration to a current status in the near future). A loan that has not been brought fully current may be restored to performing status provided there has been a sustained period of repayment performance (generally a minimum of six months) by the borrower in accordance with the contractual terms, and Northern Trust is reasonably assured of repayment within a reasonable period of time. Additionally, a loan that has been formally restructured so as to be reasonably assured of repayment and performance according to its modified terms may be returned to accrual status, provided there was a well-documented credit evaluation of the borrower’s financial condition and prospects of repayment under the revised terms and there has been a sustained period of repayment performance (generally a minimum of six months) under the revised terms.

Past due status is based on how long since the contractual due date a principal or interest payment has been past due. For disclosure purposes, loans that are 29 days past due or less are reported as current. The following tables provide balances and delinquency status of performing and nonperforming loans and leases by segment and class, as well as the total OREO and nonperforming asset balances, as of March 31, 2017 and December 31, 2016.

Table 45: Delinquency Status

March 31, 2017
(In Millions)	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Performing		Nonperforming		Total Loans and Leases
Commercial
Commercial and Institutional	$	9,398.5	$	21.8	$	2.4	$	4.0	$	9,426.7	$	60.6	$	9,487.3
Commercial Real Estate	3,887.8		15.8		3.0		4.1		3,910.7		12.1		3,922.8
Non-U.S.	1,654.0		—		—		—		1,654.0		—		1,654.0
Lease Financing, net	253.6		—		—		—		253.6		—		253.6
Other	209.7		—		—		—		209.7		—		209.7
Total Commercial	15,403.6		37.6		5.4		8.1		15,454.7		72.7		15,527.4
Personal
Residential Real Estate	7,389.4		40.0		5.6		0.1		7,435.1		107.0		7,542.1
Private Client	10,216.4		155.0		2.5		1.7		10,375.6		0.2		10,375.8
Other	26.5		—		—		—		26.5		—		26.5
Total Personal	17,632.3		195.0		8.1		1.8		17,837.2		107.2		17,944.4
Total Loans and Leases	$	33,035.9	$	232.6	$	13.5	$	9.9	$	33,291.9	$	179.9	$	33,471.8
	Other Real Estate Owned										$	6.9
	Total Nonperforming Assets										$	186.8

December 31, 2016
(In Millions)	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Performing		Nonperforming		Total Loans and Leases
Commercial
Commercial and Institutional	$	9,470.0	$	5.3	$	2.3	$	11.7	$	9,489.3	$	33.7	$	9,523.0
Commercial Real Estate	3,974.4		10.9		1.0		4.6		3,990.9		11.6		4,002.5
Non-U.S.	1,877.7		0.1		—		—		1,877.8		—		1,877.8
Lease Financing, net	293.9		—		—		—		293.9		—		293.9
Other	205.1		—		—		—		205.1		—		205.1
Total Commercial	15,821.1		16.3		3.3		16.3		15,857.0		45.3		15,902.3
Personal
Private Client	9,988.7		40.8		8.5		13.7		10,051.7		0.3		10,052.0
Residential Real Estate	7,675.7		44.5		6.1		1.0		7,727.3		114.6		7,841.9
Other	25.9		—		—		—		25.9		—		25.9
Total Personal	17,690.3		85.3		14.6		14.7		17,804.9		114.9		17,919.8
Total Loans and Leases	$	33,511.4	$	101.6	$	17.9	$	31.0	$	33,661.9	$	160.2	$	33,822.1
	Other Real Estate Owned										$	5.2
	Total Nonperforming Assets										$	165.4

Impaired Loans. A loan is considered to be impaired when, based on current information and events, management determines that it is probable that Northern Trust will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are identified through ongoing credit management and risk rating processes, including the formal review of past due and watch list credits. Payment performance and delinquency status are critical factors in identifying impairment for all loans and leases, particularly those within the residential real estate, private client and personal-other classes. Other key factors considered in identifying impairment of loans and leases within the commercial and institutional, non-U.S., lease financing, and commercial-other classes relate to the borrower’s ability to perform under the terms of the obligation as measured through the assessment of future cash flows, including consideration of collateral value, market value, and other factors. A loan is also considered to be impaired if its terms have been modified as a concession by Northern Trust or a bankruptcy court resulting from the debtor’s financial difficulties, referred to as a troubled debt restructuring (TDR). All TDRs are reported as impaired loans in the calendar year of their restructuring. In subsequent years, a TDR may cease being reported as impaired if the loan was modified at a market rate and has performed according to the modified terms for at least six payment periods. A loan that has been modified at a below market rate will return to performing status if it satisfies the six payment periods performance requirement; however, it will remain reported as impaired. Impairment is measured based upon the present value of expected future cash flows, discounted at the loan's original effective interest rate, the fair value of the collateral if the loan is collateral dependent, or the loan's observable market value. If the loan valuation is less than the recorded value of the loan, based on the certainty of loss, either a specific allowance is established, or a charge-off is recorded, for the difference. Smaller balance (individually less than $1 million) homogeneous loans are collectively evaluated for impairment and excluded from impaired loan disclosures as allowed under applicable accounting standards. Northern Trust’s accounting policies for material impaired loans is consistent across all classes of loans and leases.

The following tables provide information related to impaired loans by segment and class.

Table 46: Information about Impaired Loans as of the Period End

	As of March 31, 2017						As of December 31, 2016
(In Millions)	Recorded Investment		Unpaid Principal Balance		Specific Allowance		Recorded Investment		Unpaid Principal Balance		Specific Allowance
With No Related Specific Allowance
Commercial and Institutional	$	31.9	$	34.5	$	—	$	32.2	$	34.6	$	—
Commercial Real Estate	11.6		14.1		—		14.7		18.6		—
Lease Financing, net	—		—		—		—		—		—
Private Client	0.1		0.1		—		0.3		0.3		—
Residential Real Estate	91.8		127.5		—		101.2		138.4		—
With a Related Specific Allowance
Commercial and Institutional	27.3		27.6		7.2		—		—		—
Commercial Real Estate	2.8		2.8		0.7		—		—		—
Lease Financing, net	—		—		—		—		—		—
Private Client	—		—		—		—		—		—
Residential Real Estate	7.3		7.4		0.8		7.7		7.9		2.1
Total
Commercial	73.6		79.0		7.9		46.9		53.2		—
Personal	99.2		135.0		0.8		109.2		146.6		2.1
Total	$	172.8	$	214.0	$	8.7	$	156.1	$	199.8	$	2.1

	Three Months Ended March 31,
	2017				2016
(In Millions)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With No Related Specific Allowance
Commercial and Institutional	$	39.0	$	—	$	28.3	$	—
Commercial Real Estate	14.9		0.1		17.7		0.1
Lease Financing, net	—		—		0.4		0.1
Private Client	0.2		—		0.3		—
Residential Real Estate	101.7		0.5		99.6		0.4
With a Related Specific Allowance
Commercial and Institutional	9.1		—		8.4		—
Commercial Real Estate	0.9		—		—		—
Lease Financing, net	—		—		2.1		—
Private Client	—		—		—		—
Residential Real Estate	2.4		—		1.5		—
Total
Commercial	63.9		0.1		56.9		0.2
Personal	104.3		0.5		101.4		0.4
Total	$	168.2	$	0.6	$	158.3	$	0.6

Note: Average recorded investment in impaired loans is calculated as the average of the month-end impaired loan balances for the period.

Interest income that would have been recorded for nonperforming loans in accordance with their original terms was $2.3 million and $2.1 million, respectively, for the three months ended March 31, 2017 and 2016.

There were $5.0 million and $2.3 million of aggregate undrawn loan commitments and standby letters of credit at March 31, 2017 and December 31, 2016, respectively, issued to borrowers whose loans were classified as nonperforming or impaired.

Troubled Debt Restructurings (TDRs). Included within impaired loans were $79.9 million and $85.2 million of nonperforming TDRs, and $37.9 million and $42.4 million of performing TDRs as of March 31, 2017 and December 31, 2016, respectively. All TDRs are reported as impaired loans in the calendar year of their restructuring. In subsequent years, a TDR may cease being reported as impaired if the loan was modified at a market rate and has performed according to the modified terms for at least six months. A loan that has been modified at a below market rate will return to performing status if it satisfies the six-month performance requirement; however, it will remain reported as impaired.

The following tables provide, by segment and class, the number of loans and leases modified in TDRs during the three-month periods ended March 31, 2017 and 2016, and the recorded investments and unpaid principal balances as of March 31, 2017 and 2016.

Table 47: Modified Troubled Debt Restructurings

($ In Millions)	Three Months Ended March 31, 2017
	Number of Loans and Leases	Recorded Investment		Unpaid Principal Balance
Commercial
Commercial and Institutional	—	$	—	$	—
Commercial Real Estate	1	1.4		1.4
Total Commercial	1	1.4		1.4
Personal
Private Client	1	—		0.1
Residential Real Estate	19	3.9		3.9
Total Personal	20	3.9		4.0
Total Loans and Leases	21	$	5.3	$	5.4

Note: Period end balances reflect all paydowns and charge-offs during the period.

($ In Millions)	Three Months Ended March 31, 2016
	Number of Loans and Leases	Recorded Investment		Unpaid Principal Balance
Commercial
Commercial and Institutional	2	$	4.0	$	6.0
Commercial Real Estate	5	5.4		7.7
Total Commercial	7	9.4		13.7
Personal
Private Client	—	—		—
Residential Real Estate	24	5.5		6.2
Total Personal	24	5.5		6.2
Total Loans and Leases	31	$	14.9	$	19.9

Note: Period end balances reflect all paydowns and charge-offs during the period.

TDR modifications involve interest rate concessions, extensions of term, deferrals of principal and other modifications. Other modifications typically reflect other nonstandard terms which Northern Trust would not offer in non-troubled situations.

During the three months ended March 31, 2017, the majority of TDR modifications of loans within residential real estate were extension of term, other modifications, interest rate concessions and deferred principal. During the three months ended March 31, 2017, the majority of TDR modifications within commercial real estate were extension of term, and other modifications. During the three months ended March 31, 2016, the majority of TDR modifications of loans within residential real estate were deferred principal, extension of term, interest rate concessions, and other modifications. During the three months ended March 31, 2016, the majority of TDR modifications within commercial and institutional, and commercial real estate classes were extension of term and other modifications.

There were no loans modified in a TDR during the twelve months ended December 31, 2016, which subsequently became nonperforming during the three months ended March 31, 2017.

There was one loan modified in a TDR during the twelve months ended December 31, 2015, which subsequently became nonperforming during the three months ended March 31, 2016. The total recorded investment and unpaid principal balance for these loans was approximately $0.1 million.

All loans and leases modified in TDRs are evaluated for impairment. The nature and extent of impairment of TDRs, including those that have experienced a subsequent default, is considered in the determination of an appropriate level of allowance for credit losses.

Northern Trust may obtain physical possession of residential real estate collateralizing a consumer mortgage loan via foreclosure on an in-substance repossession. As of March 31, 2017, Northern Trust held foreclosed residential real estate properties with a carrying value of $5.9 million as a result of obtaining physical possession. In addition, as of March 31, 2017, Northern Trust had consumer loans with a carrying value of $26.1 million collateralized by residential real estate property for which formal foreclosure proceedings were in process.

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Allowance for Credit Losses

3 Months Ended

Mar. 31, 2017

Receivables [Abstract]

Allowance for Credit Losses

Allowance for Credit Losses

The allowance for credit losses, which represents management’s estimate of probable losses related to specific borrower relationships and inherent in the various loan and lease portfolios, undrawn commitments, and standby letters of credit, is determined by management through a disciplined credit review process. Northern Trust’s accounting policies related to the estimation of the allowance for credit losses and the charging off of loans, leases and other extensions of credit deemed uncollectible are consistent across both loan and lease segments.

Loans, leases and other extensions of credit deemed uncollectible are charged to the allowance for credit losses. Subsequent recoveries, if any, are credited to the allowance. Determinations as to whether an uncollectible loan is charged-off or a specific allowance is established are based on management’s assessment as to the level of certainty regarding the amount of loss.

The following table provides information regarding changes in the total allowance for credit losses by segment during the three months ended March 31, 2017 and 2016.

Table 48: Changes in the Allowance for Credit Losses

	Three Months Ended March 31,
	2017									2016
(In Millions)	Commercial			Personal			Total			Commercial			Personal			Total
Balance at Beginning of Period	$	104.9		$	87.1		$	192.0		$	114.8		$	118.5		$	233.3
Charge-Offs	(1.1		)	(3.6		)	(4.7		)	(3.5		)	(1.8		)	(5.3		)
Recoveries	1.6			1.1			2.7			1.2			1.4			2.6
Net (Charge-Offs) Recoveries	0.5			(2.5		)	(2.0		)	(2.3		)	(0.4		)	(2.7		)
Provision for Credit Losses	6.4			(7.4		)	(1.0		)	2.7			(0.7		)	2.0
Balance at End of Period	$	111.8		$	77.2		$	189.0		$	115.2		$	117.4		$	232.6

The following table provides information regarding the recorded investments in loans and leases and the allowance for credit losses by segment as of March 31, 2017 and December 31, 2016.

Table 49: Recorded Investments in Loans and Leases

	March 31, 2017						December 31, 2016
(In Millions)	Commercial		Personal		Total		Commercial		Personal		Total
Loans and Leases
Specifically Evaluated for Impairment	$	73.6	$	99.2	$	172.8	$	46.9	$	109.2	$	156.1
Evaluated for Inherent Impairment	15,453.8		17,845.2		33,299.0		15,855.4		17,810.6		33,666.0
Total Loans and Leases	15,527.4		17,944.4		33,471.8		15,902.3		17,919.8		33,822.1
Allowance for Credit Losses on Credit Exposures
Specifically Evaluated for Impairment	7.9		0.8		8.7		—		2.1		2.1
Evaluated for Inherent Impairment	83.6		69.7		153.3		83.7		75.2		158.9
Allowance Assigned to Loans and Leases	91.5		70.5		162.0		83.7		77.3		161.0
Allowance for Undrawn Exposures
Commitments and Standby Letters of Credit	20.3		6.7		27.0		21.2		9.8		31.0
Total Allowance for Credit Losses	$	111.8	$	77.2	$	189.0	$	104.9	$	87.1	$	192.0

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Pledged Assets

3 Months Ended

Mar. 31, 2017

Transfers and Servicing [Abstract]

Pledged Assets

Pledged Assets

Certain of Northern Trust’s subsidiaries, as required or permitted by law, pledge assets to secure public and trust deposits, repurchase agreements and Federal Home Loan Bank borrowings, as well as for other purposes, including support for securities settlement, primarily related to client activities, and for potential Federal Reserve Bank discount window borrowings. As of March 31, 2017, securities and loans totaling $42.6 billion ($31.5 billion of government-sponsored agency and other securities, $990.4 million of obligations of states and political subdivisions and $10.1 billion of loans) were pledged. This compares to $40.3 billion ($29.7 billion of government-sponsored agency and other securities, $939.8 million of obligations of states and political subdivisions and $9.6 billion of loans) at December 31, 2016. Collateral required for these purposes totaled $7.1 billion and $9.7 billion at March 31, 2017 and December 31, 2016, respectively. Available for sale securities with a total fair value of $1.3 billion and $1.4 billion at March 31, 2017 and December 31, 2016 were included in the total pledged assets, which were pledged as collateral for agreements to repurchase securities sold transactions. The secured parties to these transactions have the right to repledge or sell these securities.

Northern Trust is not permitted, by contract or custom, to repledge or sell collateral from agreements to resell securities purchased transactions. The total fair value of accepted collateral was $1.6 billion as of March 31, 2017 and $1.8 billion as of December 31, 2016. There was no repledged or sold collateral at March 31, 2017 or December 31, 2016.

Deposits maintained to meet Federal Reserve Bank reserve requirements averaged $2.0 billion and $1.8 billion for the three months ended March 31, 2017 and 2016.

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Goodwill and Other Intangibles

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangibles

Goodwill and Other Intangibles

The carrying amounts of goodwill and other intangibles assets, reflecting the effect of foreign exchange rates on non-U.S.-dollar-denominated balances, by reporting segment at March 31, 2017, and December 31, 2016, were as follows:

Table 50: Goodwill by Reporting Segment

(In Millions)	March 31, 2017		December 31, 2016
Corporate & Institutional Services	$	448.3	$	448.4
Wealth Management	71.0		71.0
Total Goodwill	$	519.3	$	519.4

The gross carrying amount and accumulated amortization of other intangible assets subject to amortization as of March 31, 2017 and December 31, 2016, were as follows:

Table 51: Other Intangible Assets

(In Millions)	March 31, 2017		December 31, 2016
Gross Carrying Amount	$	90.9	$	89.0
Less: Accumulated Amortization	49.8		47.2
Net Book Value	$	41.1	$	41.8

Other intangible assets consist primarily of the value of acquired client relationships and are included within other assets in the consolidated balance sheets. Amortization expense related to other intangible assets totaled $2.4 million and $2.1 million for the three months ended March 31, 2017 and 2016, respectively. Amortization for the remainder of 2017 and for the years 2018, 2019, 2020, and 2021 is estimated to be $6.7 million, $8.3 million, $8.2 million, $8.2 million and $5.9 million, respectively.

On February 19, 2017, the Corporation entered into a definitive agreement with UBS AG to acquire UBS Asset Management’s fund administration servicing businesses in Luxembourg and Switzerland, for an initial purchase price of approximately $175 million in cash, subject to adjustment. The transaction is expected to close in the second half of 2017, subject to applicable regulatory and fund board approvals and other customary closing conditions.

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Reporting Segments

3 Months Ended

Mar. 31, 2017

Segment Reporting [Abstract]

Reporting Segments

Reporting Segments

The following table shows the earnings contributions of Northern Trust’s reporting segments for the three-month periods ended March 31, 2017 and 2016.

Table 52: Results of Reporting Segments

Three Months Ended March 31,	Corporate & Institutional Services						Wealth Management						Treasury and Other						Total Consolidated
($ In Millions)	2017			2016			2017			2016			2017			2016			2017			2016
Noninterest Income
Trust, Investment and Other Servicing Fees	$	462.9		$	433.4		$	345.3		$	314.8		$	—		$	—		$	808.2		$	748.2
Foreign Exchange Trading Income	49.1			51.7			0.9			4.5			(1.9		)	4.3			48.1			60.5
Other Noninterest Income	44.2			45.6			25.5			26.8			4.9			1.1			74.6			73.5
Net Interest Income*	166.5			138.4			177.0			158.5			18.9			17.1			362.4			314.0
Revenue*	722.7			669.1			548.7			504.6			21.9			22.5			1,293.3			1,196.2
Provision for Credit Losses	0.3			(3.2		)	(1.3		)	5.2			—			—			(1.0		)	2.0
Noninterest Expense	510.8			475.3			346.3			326.9			37.4			26.6			894.5			828.8
Income before Income Taxes*	211.6			197.0			203.7			172.5			(15.5		)	(4.1		)	399.8			365.4
Provision for Income Taxes*	66.9			62.2			76.8			64.9			(20.0		)	(7.1		)	123.7			120.0
Net Income	$	144.7		$	134.8		$	126.9		$	107.6		$	4.5		$	3.0		$	276.1		$	245.4
Percentage of Consolidated Net Income	52		%	55		%	46		%	44		%	2		%	1		%	100		%	100		%
Average Assets	$	77,803.5		$	75,372.9		$	26,661.8		$	26,237.8		$	12,011.1		$	11,806.4		$	116,476.4		$	113,417.1

* Non-GAAP financial measures stated on a fully taxable equivalent basis (FTE). Total consolidated includes FTE adjustments of $8.9 million for 2017 and $6.2 millionfor 2016.

Further discussion of reporting segment results is provided within the “Reporting Segments” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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Stockholders' Equity

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Preferred Stock. The Corporation is authorized to issue 10 million shares of preferred stock without par value. The Board of Directors is authorized to fix the particular designations, preferences and relative, participating, optional and other special rights and qualifications, limitations or restrictions for each series of preferred stock issued.

On August 8, 2016, the Corporation issued and sold 500,000 depositary shares (the “Depositary Shares”), each representing a 1/100th ownership interest in a share of Series D Non-Cumulative Perpetual Preferred Stock (the “Series D Preferred Stock”). Shares of the Series D Preferred Stock have no par value and a liquidation preference of $100,000 (equivalent to $1,000 per depositary share).  The aggregate proceeds from the public offering of the depositary shares, net of underwriting discounts, commissions and offering expenses, were $493.5 million.

Dividends on the Series D Preferred Stock, which are not mandatory, will accrue and be payable on the liquidation preference amount, on a non-cumulative basis, at a rate per annum equal to (i) 4.60% from the original issue date of the Series D Preferred Stock to but excluding October 1, 2026; and (ii) a floating rate equal to Three-Month LIBOR plus 3.202% from and including October 1, 2026. Fixed rate dividends will be payable in arrears on the 1st day of April and October of each year, commencing on April 1, 2017, to and including October 1, 2026, and floating rate dividends will be payable in arrears on the 1st day of January, April, July and October of each year, commencing on January 1, 2027.

The Series D Preferred Stock has no maturity date and is redeemable at the Corporation’s option, in whole or in part, on any dividend payment date on or after October 1, 2026. The Series D Preferred Stock is redeemable at the Corporation’s option in whole, but not in part, including prior to October 1, 2026, within 90 days of a regulatory capital treatment event, as described in the Series D Preferred Stock Certificate of Designation.

On January 17, 2017, the Corporation declared a cash dividend of $2,977.222222 per share of Series D Preferred Stock payable on April 1, 2017, to stockholders of record as of March 15, 2017. This initial dividend payment on the Series D preferred stock covers the period from the date of issuance of such stock through March 31, 2017.

As of March 31, 2017, the Corporation also had issued and outstanding 16 million depositary shares, each representing 1/1000th ownership interest in a share of Series C Non-Cumulative Perpetual Preferred Stock (“Series C Preferred Stock”), issued in August 2014. Equity related to Series C Preferred Stock as of March 31, 2017 and December 31, 2016 totaled $388.5 million. Series C Preferred Stock has no par value and has a liquidation preference of $25,000 ($25 per depositary share).

Dividends on the Series C Preferred Stock, which are not mandatory, accrue and are payable on the liquidation preference amount, on a non-cumulative basis, quarterly in arrears on the first day of January, April, July and October of each year, at a rate per annum equal to 5.85%. On January 17, 2017, the Corporation declared a cash dividend of $365.625 per share of Series C Preferred Stock payable on April 1, 2017, to stockholders of record as of March 15, 2017.

The Series C Preferred Stock has no maturity date and is redeemable at the Corporation’s option, in whole or in part, on any dividend payment date on or after October 1, 2019. The Series C Preferred stock is redeemable at the Corporation’s option, in whole, but not in part, including prior to October 1, 2019, within 90 days of a regulatory capital treatment event, as described in the Series C Preferred Stock Certificate of Designation.

Shares of the Series C Preferred Stock and Series D Preferred Stock rank senior to the Corporation’s common stock, and will rank at least equally with any other series of preferred stock it may issue (except for any senior series that may be issued with the requisite consent of the holders of the Series C Preferred Stock and Series D Preferred Stock, respectively) and all other parity stock, with respect to the payment of dividends and distributions upon liquidation, dissolution or winding up.

Common Stock. During the three months ended March 31, 2017, the Corporation repurchased 811,730 shares of common stock, including 410,869 shares withheld related to share-based compensation, at a total cost of $70.1 million ($86.39 average price per share). The Corporation’s current common stock repurchase authorization was approved by the Board of Directors in April 2015. The repurchased shares are used for general purposes by the Corporation, including management of the Corporation’s capital level and the issuance of shares under stock option and other incentive plans of the Corporation. The repurchase authorization approved by the Board of Directors has no expiration date.

Under the Corporation’s 2016 Capital Plan, which was reviewed without objection by the Federal Reserve, the Corporation may repurchase up to $74.8 million of common stock after March 31, 2017 through June 2017.

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Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

The following tables summarize the components of accumulated other comprehensive income (loss) (AOCI) at March 31, 2017 and 2016, and changes during the three-month periods then ended.

Table 53: Summary of Changes in Accumulated Other Comprehensive Income (Loss)

(In Millions)	Balance at March 31, 2017			Net Change			Balance at December 31, 2016
Net Unrealized Gains (Losses) on Securities Available for Sale	$	(13.1	)	$	19.3		$	(32.4	)
Net Unrealized Gains (Losses) on Cash Flow Hedges	0.8			(5.3		)	6.1
Net Foreign Currency Adjustments	(16.5		)	2.0			(18.5		)
Net Pension and Other Postretirement Benefit Adjustments	(323.2		)	2.0			(325.2		)
Total	$	(352.0	)	$	18.0		$	(370.0	)

(In Millions)	Balance at March 31, 2016			Net Change		Balance at December 31, 2015
Net Unrealized Gains (Losses) on Securities Available for Sale	$	43.7		$	74.7	$	(31.0	)
Net Unrealized Gains (Losses) on Cash Flow Hedges	3.1			6.1		(3.0		)
Net Foreign Currency Adjustments	(13.7		)	3.9		(17.6		)
Net Pension and Other Postretirement Benefit Adjustments	(317.0		)	4.1		(321.1		)
Total	$	(283.9	)	$	88.8	$	(372.7	)

Table 54: Details of Changes in Accumulated Other Comprehensive Income (Loss)

	Three Months Ended March 31,
	2017									2016
(In Millions)	Before Tax			Tax Effect			After Tax			Before Tax			Tax Effect			After Tax
Unrealized Gains (Losses) on Securities Available for Sale
Other Unrealized Gains (Losses) on Securities Available for Sale	30.9			(11.7		)	19.2			120.5			(45.6		)	74.9
Reclassification Adjustment for (Gains) Losses Included in Net Income	0.2			(0.1		)	0.1			(0.3		)	0.1			(0.2		)
Net Change	31.1			(11.8		)	19.3			120.2			(45.5		)	74.7
Unrealized Gains (Losses) on Cash Flow Hedges
Unrealized Gains (Losses) on Cash Flow Hedges	8.7			(10.8		)	(2.1		)	9.4			(3.7		)	5.7
Reclassification Adjustment for (Gains) Losses Included in Net Income	(5.1		)	1.9			(3.2		)	0.6			(0.2		)	0.4
Net Change	3.6			(8.9		)	(5.3		)	10.0			(3.9		)	6.1
Foreign Currency Adjustments
Foreign Currency Translation Adjustments	22.4			(1.5		)	20.9			17.3			(0.3		)	17.0
Long-Term Intra-Entity Foreign Currency Transaction Gains (Losses)	—			—			—			4.2			(1.0		)	3.2
Net Investment Hedge Gains (Losses)	(30.5		)	11.6			(18.9		)	(26.5		)	10.2			(16.3		)
Reclassification Adjustment for (Gains) Losses Included in Net Income	—			—			—			—			—			—
Net Change	(8.1		)	10.1			2.0			(5.0		)	8.9			3.9
Pension and Other Postretirement Benefit Adjustments
Net Actuarial Gain (Loss)	(2.3		)	—			(2.3		)	—			—			—
Reclassification Adjustment for (Gains) Losses Included in Net Income	6.4			(2.1		)	4.3			6.4			(2.3		)	4.1
Net Change	$	4.1		$	(2.1	)	$	2.0		$	6.4		$	(2.3	)	$	4.1

The following table provides the location and before-tax amounts of reclassifications out of AOCI during the three months ended March 31, 2017.

Table 55: Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss)

(In Millions)	Location of Reclassification Adjustments Recognized in Income	Amount of Reclassification Adjustments Recognized in Income
		Three Months Ended
		March 31, 2017
Securities Available for Sale
Realized (Gains) Losses on Securities Available for Sale	Investment Security Gains (Losses), net	$	0.2
Realized Gains on Cash Flow Hedges
Foreign Exchange Contracts	Other Operating Income/Expense	(5.1		)
Pension and Other Postretirement Benefit Adjustments
Amortization of Net Actuarial Loss	Employee Benefits	6.5
Amortization of Prior Service Cost	Employee Benefits	(0.1		)
Gross Reclassification Adjustment		$	6.4

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Net Income Per Common Share Computations

3 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

Net Income Per Common Share Computations

Net Income Per Common Share Computations

The computations of net income per common share are presented in the following table.

Table 56: Net Income per Common Share

	Three Months Ended March 31,
($ In Millions Except Per Common Share Information)	2017		2016
Basic Net Income Per Common Share
Average Number of Common Shares Outstanding	229,059,540		228,619,089
Net Income	$	276.1	$	245.4
Less: Dividends on Preferred Stock	20.7		5.9
Net Income Applicable to Common Stock	255.4		239.5
Less: Earnings Allocated to Participating Securities	4.5		4.1
Earnings Allocated to Common Shares Outstanding	250.9		235.4
Basic Net Income Per Common Share	$	1.10	$	1.03
Diluted Net Income Per Common Share
Average Number of Common Shares Outstanding	229,059,540		228,619,089
Plus: Dilutive Effect of Share-based Compensation	1,571,336		1,178,856
Average Common and Potential Common Shares	230,630,876		229,797,945
Earnings Allocated to Common and Potential Common Shares	$	250.9	$	235.5
Diluted Net Income Per Common Share	1.09		1.03

Note: Common stock equivalents of 468,381 and 1,796,320for the three months ended March 31, 2017 and 2016, respectively, were not included in the computation of diluted net income per common share because their inclusion would have been antidilutive.

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Net Interest Income

3 Months Ended

Mar. 31, 2017

Banking and Thrift, Interest [Abstract]

Net Interest Income

Net Interest Income

The components of net interest income were as follows:

Table 57: Net Interest Income

	Three Months Ended March 31,
(In Millions)	2017		2016
Interest Income
Loans and Leases	$	213.4	$	200.9
Securities — Taxable	143.2		103.3
— Non-Taxable	2.6		1.1
Interest-Bearing Due from and Deposits with Banks (1)	14.9		17.5
Federal Reserve and Other Central Bank Deposits	36.2		29.2
Total Interest Income	410.3		352.0
Interest Expense
Deposits	27.6		22.2
Federal Funds Purchased	0.5		0.3
Securities Sold Under Agreements to Repurchase	0.9		0.4
Other Borrowings	7.6		2.7
Senior Notes	11.7		11.7
Long-Term Debt	7.4		6.1
Floating Rate Capital Debt	1.1		0.8
Total Interest Expense	56.8		44.2
Net Interest Income	$	353.5	$	307.8

⁽¹⁾ Interest-Bearing Due from and Deposits with Banks includes the interest-bearing component of Cash and Due from Banks and Interest-Bearing Deposits with Banks as presented on the consolidated balance sheets.

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Income Taxes

3 Months Ended

Mar. 31, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income tax expense for the three months ended March 31, 2017 was $114.8 million, representing an effective tax rate of 29.4%. The prior-year three-month provision for income taxes was $113.8 million, representing an effective tax rate of 31.7%.

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Pension and Postretirement Health Care

3 Months Ended

Mar. 31, 2017

Compensation and Retirement Disclosure [Abstract]

Pension and Postretirement Health Care

Pension and Postretirement Health Care

The following tables set forth the net periodic pension and postretirement benefit expense for Northern Trust’s U.S. and non-U.S. pension plans, supplemental pension plan, and postretirement health care plan for the three months ended March 31, 2017 and 2016.

Table 58: Net Periodic Pension Expense (Benefit)

Net Periodic Pension Expense U.S. Plan	Three Months Ended March 31,
(In Millions)	2017			2016
Service Cost	$	9.6		$	9.3
Interest Cost	11.5			11.5
Expected Return on Plan Assets	(23.5		)	(23.6		)
Amortization
Net Actuarial Loss	4.8			4.7
Prior Service Cost	(0.1		)	(0.1		)
Net Periodic Pension Expense	$	2.3		$	1.8

Net Periodic Pension Expense Non-U.S. Plans	Three Months Ended March 31,
(In Millions)	2017			2016
Interest Cost	$	0.9		$	1.3
Expected Return on Plan Assets	(1.1		)	(1.3		)
Net Actuarial Loss Amortization	0.3			0.3
Net Periodic Pension Expense	$	0.1		$	0.3

Net Periodic Pension Expense Supplemental Plan	Three Months Ended March 31,
(In Millions)	2017		2016
Service Cost	$	0.9	$	0.9
Interest Cost	1.3		1.3
Amortization
Net Actuarial Loss	1.4		1.5
Prior Service Cost	—		—
Net Periodic Pension Expense	$	3.6	$	3.7

Net Periodic Postretirement Expense Postretirement Health Care Plan	Three Months Ended March 31,
(In Millions)	2017		2016
Service Cost	$	—	$	—
Interest Cost	0.4		0.4
Amortization
Net Actuarial (Gain)	—		—
Net Periodic Postretirement Expense	$	0.4	$	0.4

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Share-Based Compensation Plans

3 Months Ended

Mar. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation Plans

Share-Based Compensation Plans

The Northern Trust Corporation 2012 Stock Plan provides for the grant of nonqualified stock options, incentive stock options, stock appreciation rights, stock awards, restricted stock units and performance stock units.

Beginning with grants made on or after February 21, 2017, restricted stock unit and performance stock unit grants continue to vest in accordance with the original terms of the award if the applicable employee retires, after satisfying applicable age and service requirements. For all applicable periods, stock option grants continue to vest in accordance with the original terms of the award if the applicable employee retires, after satisfying applicable age and service requirements.

In the first quarter of 2017, the Corporation granted 468,381 non-qualified stock options with a total grant-date fair value of $9.0 million, 839,354 stock unit awards with a total grant-date value of $73.9 million, and 206,091 performance stock units with a total grant-date fair value of $18.1 million.

Compensation expense for the three months ended March 31, 2017 of $21.6 million and $5.5 million was attributable to restricted stock units and stock options, respectively, granted to retirement-eligible employees that were expensed in their entirety on the date of grant. Compensation expense for the three months ended March 31, 2016 of $5.5 million was attributable to stock options granted to retirement-eligible employees that were expensed in their entirety on the date of grant.

Compensation expense for the three months ended March 31, 2017 of $3.3 million was attributable to performance stock units granted to retirement-eligible employees that are expensed from the date of grant through the requisite service period which ends on June 30, 2017.

Restricted stock unit award compensation expense for the three months ended March 31, 2017 and 2016 includes $2.5 million and $2.0 million, respectively, attributable to restricted stock units vested in full and were expensed in the entirety upon their date of grant.

Total compensation expense for share-based payment arrangements and the associated tax impacts were as follows for the three months ended March 31, 2017 and 2016.

Table 59: Total Compensation Expense for Share-Based Payment Arrangements

	Three Months Ended March 31,
(In Millions)	2017		2016
Restricted Stock Unit Awards	$	41.2	$	15.3
Stock Options	6.3		6.4
Performance Stock Units	8.5		4.1
Total Share-Based Compensation Expense	56.0		25.8
Tax Benefits Recognized	$	21.2	$	9.7

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Variable Interest Entities

3 Months Ended

Mar. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

Variable Interest Entities

Variable Interest Entities (VIEs) are defined within GAAP as entities that either have a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest. Investors that finance a VIE through debt or equity interests, or other counterparties that provide other forms of support, such as guarantees, subordinated fee arrangements, or certain types of derivative contracts, are variable interest holders in the entity. The variable interest holder, if any, that has both the power to direct the activities that most significantly impact the entity and a variable interest that could potentially be significant to the entity is deemed to be the VIE’s primary beneficiary and is required to consolidate the VIE.

Leveraged Leases. In leveraged leasing transactions, Northern Trust acts as lessor of the underlying asset subject to the lease and typically funds 20 - 30% of the asset’s cost via an equity ownership in a trust with the remaining 70 - 80% provided by third-party non-recourse debt holders. In such transactions, the trusts, which are VIEs, are created to provide the lessee use of the property with substantially all of the rights and obligations of ownership. The lessee’s maintenance and operation of the leased property has a direct effect on the fair value of the underlying property, and the lessee also has the ability to increase the benefits it can receive and limit the losses it can suffer by the manner in which it uses the property. As a result, Northern Trust has determined that it is not the primary beneficiary of these VIEs given it lacks the power to direct the activities that most significantly impact the economic performance of the VIEs.

Northern Trust’s maximum exposure to loss as a result of its involvement with the leveraged lease trust VIEs is limited to the carrying amounts of its leveraged lease investments. As of March 31, 2017 and December 31, 2016, the carrying amounts of these investments, which are included in loans and leases in the consolidated balance sheets, were $145.9 million and $183.5 million, respectively. Northern Trust’s funding requirements relative to the VIEs are limited to its invested capital. Northern Trust has no other liquidity arrangements or obligations to purchase assets of the VIEs that would expose Northern Trust to a loss.

Tax Credit Structures. Northern Trust invests in qualified affordable housing projects and community development entities (collectively, community development projects) that are designed to generate a return primarily through the realization of tax credits. The community development projects are formed as limited partnerships and limited liability companies (LLCs) in which Northern Trust invests as a limited partner/investor member through equity contributions. The economic performance of the community development projects, which are VIEs, is subject to the performance of their underlying investment and their ability to operate in compliance with the rules and regulations necessary for the qualification of tax credits generated by equity investments. Northern Trust has determined that it is not the primary beneficiary of any community development projects as it lacks the power to direct the activities that most significantly impact the economic performance of the underlying investments or to affect their ability to operate in compliance with the rules and regulations necessary for the qualification of tax credits generated by equity investments. This power is held by the general partners and managing members who exercise full and exclusive control of the operations of the VIEs.

Northern Trust’s maximum exposure to loss as a result of its involvement with community development projects is limited to the carrying amount of its investments, including any undrawn commitments. As of March 31, 2017 and December 31, 2016, the carrying amount of investments in community development projects that generate tax credits, included in other assets in the consolidated balance sheets, totaled $178.1 million and $186.5 million, respectively. As of March 31, 2017 and December 31, 2016, liabilities related to undrawn commitments on investments in tax credit community development projects, included in other liabilities in the consolidated balance sheets, totaled $54.6 million and $56.7 million, respectively. Northern Trust’s funding requirements are limited to its invested capital and undrawn commitments for future equity contributions. Northern Trust has no exposure to loss from liquidity arrangements and no obligation to purchase assets of the community development projects.

Affordable housing tax credits and other tax benefits attributable to community development projects totaled $12.1 million and $12.0 million for the three months ended March 31, 2017 and 2016, respectively.

Investment Funds. Northern Trust acts as asset manager for various funds in which clients of Northern Trust are investors. As an asset manager of funds, Northern Trust earns a competitively priced fee that is based on assets managed and varies with each fund’s investment objective. Based on its analysis, Northern Trust has determined that it is not the primary beneficiary of these VIEs under GAAP.

Some of the funds for which Northern Trust acts as asset manager comply or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds and therefore the funds are exempt from the consolidation requirements in Accounting Standards Codification 810-10. Northern Trust voluntarily waived $0.2 million and $7.7 million of money market mutual fund fees for the three months ended March 31, 2017 and 2016, respectively. Northern Trust does not have any explicit arrangements to provide financial support to the funds. Any potential future support of the funds will be at the discretion of Northern Trust after an evaluation of the specific facts and circumstances.

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Contingent Liabilities

3 Months Ended

Mar. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Contingent Liabilities

Contingent Liabilities

Commitments, Letters of Credit and Indemnifications. Northern Trust, in the normal course of business, enters into various types of commitments and issues letters of credit to meet the liquidity and credit enhancement needs of its clients.

Legally binding commitments to extend credit generally have fixed expiration dates or other termination clauses. Since a significant portion of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future loans or liquidity requirements. Legally binding commitments to extend credit totaled $30.7 billion and $32.8 billion as of March 31, 2017 and December 31, 2016, respectively.

Standby letters of credit obligate Northern Trust to meet certain financial obligations of its clients, if, under the contractual terms of the agreement, the clients are unable to do so. These instruments are primarily issued to support public and private financial commitments, including commercial paper, bond financing, initial margin requirements on futures exchanges and similar transactions. Northern Trust is obligated to meet the entire financial obligation of these agreements and in certain cases is able to recover the amounts paid through recourse against collateral received or other participants. Standby letters of credit outstanding were $3.5 billion and $3.8 billion as of March 31, 2017 and December 31, 2016, respectively.

As part of its securities custody activities and at the direction of its clients, Northern Trust lends securities owned by clients to borrowers who are reviewed and approved by the Northern Trust Counterparty Risk Management Committee. In connection with these activities, Northern Trust has issued indemnifications to certain clients against certain losses that are a direct result of a borrower’s failure to return securities when due, should the value of such securities exceed the value of the collateral required to be posted. Borrowers are required to collateralize fully securities received with cash or marketable securities. As securities are loaned, collateral is maintained at a minimum of 100% of the fair value of the securities plus accrued interest. The collateral is revalued on a daily basis. The amount of securities loaned as of March 31, 2017 and December 31, 2016 subject to indemnification was $112.6 billion and $102.3 billion, respectively. Because of the credit quality of the borrowers and the requirement to collateralize fully securities borrowed, management believes that the exposure to credit loss from this activity is not significant and no liability was recorded as of March 31, 2017 or December 31, 2016, related to these indemnifications.

Legal Proceedings. In the normal course of business, the Corporation and its subsidiaries are routinely defendants in or parties to a number of pending and threatened legal actions, including, but not limited to, actions brought on behalf of various claimants or classes of claimants, regulatory matters, employment matters and challenges from tax authorities regarding the amount of taxes due. In certain of these actions and proceedings, claims for substantial monetary damages or adjustments to recorded tax liabilities are asserted.

Based on current knowledge, after consultation with legal counsel and after taking into account current accruals, management does not believe that losses, if any, arising from pending litigation or threatened legal actions or regulatory matters will have a material adverse effect on the consolidated financial position or liquidity of the Corporation, although such matters could have a material adverse effect on the Corporation’s operating results for a particular period.

Under GAAP, (i) an event is “probable” if the “future event or events are likely to occur”; (ii) an event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely”; and (iii) an event is “remote” if “the chance of the future event or events occurring is slight.”

For the reasons set out in this paragraph, the outcome of some matters is inherently difficult to predict and/or the range of loss cannot be reasonably estimated. This may be the case in matters that (i) will be decided by a jury, (ii) are in early stages, (iii) involve uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iv) are subject to appeals or motions, (v) involve significant factual issues to be resolved, including with respect to the amount of damages, (vi) do not specify the amount of damages sought or (vii) seek very large damages based on novel and complex damage and liability legal theories. Accordingly, the Corporation cannot reasonably estimate the eventual outcome of these pending matters, the timing of their ultimate resolution or what the eventual loss, fines or penalties, if any, related to each pending matter will be.

In accordance with applicable accounting guidance, the Corporation records accruals for litigation and regulatory matters when those matters present loss contingencies that are both probable and reasonably estimable. When loss contingencies are not both probable and reasonably estimable, the Corporation does not record accruals. No material accruals have been recorded for pending litigation or threatened legal actions or regulatory matters.

For a limited number of matters for which a loss is reasonably possible in future periods, whether in excess of an accrued liability or where there is no accrued liability, the Corporation is able to estimate a range of possible loss. As of March 31, 2017,  the Corporation has estimated the range of reasonably possible loss for these matters to be from zero to approximately $35 million in the aggregate. The Corporation’s estimate with respect to the aggregate range of reasonably possible loss is based upon currently available information and is subject to significant judgment and a variety of assumptions and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate.

In certain other pending matters, there may be a range of reasonably possible loss (including reasonably possible loss in excess of amounts accrued) that cannot be reasonably estimated for the reasons described above. Such matters are not included in the estimate of reasonably possible loss discussed above.

In January 2015, the Public Prosecutor’s Office of France recommended that certain charges be brought against Northern Trust Fiduciary Services (Guernsey) Limited (NTFS), an indirect subsidiary of the Corporation, relating to the administration of two trusts for which NTFS serves as trustee. In April 2015, a French investigating magistrate judge charged NTFS with complicity in estate tax fraud. Charges also were brought against a number of other persons and entities related to this matter. The trial related to this matter concluded in October 2016. In January 2017, the French court found no estate tax fraud had occurred and NTFS and all other persons and entities charged were acquitted. The Public Prosecutor’s Office of France has appealed the court decision. The proceedings in the appellate court have not yet been scheduled. As trustee, NTFS provided no tax advice and had no involvement in the preparation or filing of the challenged estate tax filings.

Visa Class B Common Shares. Northern Trust, as a member of Visa U.S.A. Inc. (Visa U.S.A.) and in connection with the 2007 restructuring of Visa U.S.A. and its affiliates and the 2008 initial public offering of Visa Inc. (Visa), received certain Visa Class B common shares. The Visa Class B common shares are subject to certain selling restrictions until the final resolution of the covered litigation noted below, at which time the shares are convertible into Visa Class A common shares based on a conversion rate dependent upon the ultimate cost of resolving the covered litigation.

Certain members of Visa U.S.A. are obligated to indemnify Visa for losses resulting from certain litigation relating to interchange fees (the covered litigation). On October 19, 2012, Visa signed a settlement agreement with plaintiff representatives for binding settlement of the covered litigation. On January 14, 2014, the United States District Court for the Eastern District of New York entered a final judgment order approving the settlement with the class plaintiffs. A number of objectors appealed from that order and more than 30 opt-out cases have been filed by merchants in various federal district courts. On June 30, 2016, the United States Court of Appeals for the Second Circuit reversed the District Court's approval of the settlement and remanded the case to the District Court for further proceedings. In November 2016, a subset of plaintiffs filed a certiorari petition with the Supreme Court of the United States. In March 2017, the Supreme Court denied that petition. The ultimate resolution of the covered litigation and the timing for removal of the selling restrictions on the Visa Class B common shares are uncertain.

In June 2016 and 2015, Northern Trust recorded a $123.1 million and $99.9 million net gain on the sale of 1.1 million and 1.0 million of its Visa Class B common shares, respectively. These sales do not affect Northern Trust’s risk related to the impact of the covered litigation on the rate at which such shares will ultimately convert into Visa Class A common shares. Northern Trust continued to hold approximately 4.1 million and 5.2 million Visa Class B common shares, which are recorded at their original cost basis of zero as of March 31, 2017 and 2016, respectively.

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

Northern Trust is a party to various derivative financial instruments that are used in the normal course of business to meet the needs of its clients, as part of its trading activity for its own account and as part of its risk management activities. These instruments include foreign exchange contracts, interest rate contracts, total return swap contracts, credit default swap contracts, and swaps related to the sale of certain Visa Class B common shares.

Northern Trust’s primary risks associated with these instruments are the possibility that interest rates, foreign exchange rates, equity prices, or credit spreads could change in an unanticipated manner, resulting in higher costs or a loss in the underlying value of the instrument. These risks are mitigated by establishing limits, monitoring the level of actual positions taken against such established limits and monitoring the level of any interest rate sensitivity gaps created by such positions. When establishing position limits, market liquidity and volatility, as well as experience in each market, are taken into account.

Credit risk associated with derivative instruments relates to the failure of the counterparty and the failure of Northern Trust to pay based on the contractual terms of the agreement, and is generally limited to the unrealized fair value gains and losses on these instruments, net of any cash collateral received or deposited. The amount of credit risk will increase or decrease during the lives of the instruments as interest rates, foreign exchange rates, equity prices or other underlying exposures fluctuate. Northern Trust’s risk is controlled by limiting such activity to an approved list of counterparties and by subjecting such activity to the same credit and quality controls as are followed in lending and investment activities. Credit Support Annexes and other similar agreements are currently in place with a number of Northern Trust’s counterparties which mitigate the aforementioned credit risk associated with derivative activity conducted with those counterparties by requiring that significant net unrealized fair value gains be supported by collateral placed with Northern Trust.

All derivative financial instruments, whether designated as hedges or not, are recorded in the consolidated balance sheets at fair value within other assets or other liabilities. As noted in the discussions below, the manner in which changes in the fair value of a derivative is accounted for in the consolidated statements of income depends on whether the contract has been designated as a hedge and qualifies for hedge accounting under GAAP. Northern Trust has elected to net derivative assets and liabilities when legally enforceable master netting arrangements or similar agreements exist between Northern Trust and the counterparty. Derivative assets and liabilities recorded in the consolidated balance sheets were each reduced by $941.5 million and $1.7 billion as of March 31, 2017 and December 31, 2016, respectively, as a result of master netting arrangements and similar agreements in place. Derivative assets and liabilities recorded at March 31, 2017, also reflect reductions of $411.1 million and $207.2 million, respectively, as a result of cash collateral received from and deposited with derivative counterparties, respectively. This compares with reductions of derivative assets and liabilities of $461.3 million and $722.1 million, respectively, at December 31, 2016. Additional cash collateral received from and deposited with derivative counterparties totaling $127.2 million and $126.2 million, respectively, as of March 31, 2017, and $70.8 million and $324.5 million, respectively, as of December 31, 2016, was not offset against derivative assets and liabilities in the consolidated balance sheets as the amounts exceeded the net derivative positions with those counterparties. Northern Trust centrally clears eligible interest rate derivative instruments as required under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Securities posted as collateral for these transactions totaled $52.2 million and $70.7 million at March 31, 2017 and December 31, 2016, respectively, are not offset against derivative assets and liabilities in the consolidated balance sheets, and the counterparty receiving the securities as collateral does not have the right to repledge or sell the securities.

Certain master netting arrangements Northern Trust enters into with derivative counterparties contain credit-risk-related contingent features in which the counterparty has the option to declare Northern Trust in default and accelerate cash settlement of net derivative liabilities with the counterparty in the event Northern Trust’s credit rating falls below specified levels. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position was $271.2 million and $358.2 million at March 31, 2017 and December 31, 2016, respectively. Cash collateral amounts deposited with derivative counterparties on those dates included $159.8 million and $317.5 million, respectively, posted against these liabilities, resulting in a net maximum amount of termination payments that could have been required at March 31, 2017 and December 31, 2016, of $111.4 million and $40.7 million, respectively. Accelerated settlement of these liabilities would not have a material effect on the consolidated financial position or liquidity of Northern Trust.

Foreign exchange contracts are agreements to exchange specific amounts of currencies at a future date, at a specified rate of exchange. Foreign exchange contracts are entered into primarily to meet the foreign exchange needs of clients. Foreign exchange contracts are also used for trading purposes and risk management. For risk management purposes, Northern Trust uses foreign exchange contracts to reduce its exposure to changes in foreign exchange rates relating to certain forecasted non-functional-currency-denominated revenue and expenditure transactions, foreign-currency-denominated assets and liabilities, including investment securities and net investments in non-U.S. affiliates.

Interest rate contracts include swap and option contracts. Interest rate swap contracts involve the exchange of fixed and floating rate interest payment obligations without the exchange of the underlying principal amounts. Northern Trust enters into interest rate swap contracts with its clients and also may utilize such contracts to reduce or eliminate the exposure to changes in the cash flows or fair value of hedged assets or liabilities due to changes in interest rates. Interest rate option contracts may include caps, floors, collars and swaptions, and provide for the transfer or reduction of interest rate risk, typically in exchange for a fee. Northern Trust enters into option contracts primarily as a seller of interest rate protection to clients. Northern Trust receives a fee at the outset of the agreement for the assumption of the risk of an unfavorable change in interest rates. This assumed interest rate risk is then mitigated by entering into an offsetting position with an outside counterparty. Northern Trust may also purchase or enter into option contracts for risk management purposes including to reduce the exposure to changes in the cash flows of hedged assets due to changes in interest rates.

Client-Related and Trading Derivative Instruments. Approximately 96% of Northern Trust’s derivatives outstanding at March 31, 2017 and December 31, 2016, measured on a notional value basis, relate to client-related and trading activities. These activities consist principally of providing foreign exchange services to clients in connection with Northern Trust’s global custody business. However, in the normal course of business, Northern Trust also engages in trading of currencies for its own account.

The following table shows the notional and fair values of client-related and trading derivative financial instruments. Notional amounts of derivative financial instruments do not represent credit risk, and are not recorded in the consolidated balance sheets. They are used merely to express the volume of this activity. Northern Trust’s credit-related risk of loss is limited to the positive fair value of the derivative instrument, which is significantly less than the notional amount.

Table 60: Notional and Fair Values of Client-Related and Trading Derivative Financial Instruments

	March 31, 2017						December 31, 2016
	Notional Value		Fair Value				Notional Value		Fair Value
(In Millions)			Asset		Liability				Asset		Liability
Foreign Exchange Contracts	$	286,237.9	$	1,851.8	$	1,832.6	$	273,213.1	$	3,274.2	$	3,221.7
Interest Rate Contracts	6,838.1		76.8		67.3		6,968.3		87.0		85.2
Total	$	293,076.0	$	1,928.6	$	1,899.9	$	280,181.4	$	3,361.2	$	3,306.9

Changes in the fair value of client-related and trading derivative instruments are recognized currently in income. The following table shows the location and amount of gains and losses recorded in the consolidated statements of income for the three months ended March 31, 2017 and 2016.

Table 61: Location and Amount of Client-Related and Trading Derivative Gains and Losses Recorded in Income

		Amount of Derivative Gain Recognized in Income
	Location of Derivative Gain Recognized in Income	Three Months Ended March 31,
(In Millions)		2017		2016
Foreign Exchange Contracts	Foreign Exchange Trading Income	$	48.1	$	60.5
Interest Rate Contracts	Security Commissions and Trading Income	1.2		4.1
Total		$	49.3	$	64.6

Risk Management Instruments. Northern Trust uses derivative instruments to hedge its exposure to foreign currency, interest rate, equity price, and credit risk. Certain hedging relationships are formally designated and qualify for hedge accounting under GAAP as fair value, cash flow or net investment hedges. Other derivatives that are entered into for risk management purposes as economic hedges are not formally designated as hedges and changes in fair value are recognized currently in other operating income.

In order to qualify for hedge accounting, a formal assessment is performed on a calendar-quarter basis to verify that derivatives used in designated hedging transactions continue to be highly effective in offsetting the changes in fair value or cash flows of the hedged item. If a derivative ceases to be highly effective, matures, is sold or is terminated, or if a hedged forecasted transaction is no longer probable of occurring, hedge accounting is terminated and the derivative is treated as if it were a trading instrument.

The following table identifies the types and classifications of derivative instruments formally designated as hedges under GAAP and used by Northern Trust to manage risk, their notional and fair values, and the respective risks addressed.

Table 62: Notional and Fair Value of Designated Risk Management Derivative Financial Instruments

			March 31, 2017						December 31, 2016
	Derivative Instrument	Risk Classification	Notional Value		Fair Value				Notional Value		Fair Value
(In Millions)					Asset		Liability				Asset		Liability
Fair Value Hedges
Available for Sale Investment Securities	Interest Rate Swap Contracts	Interest Rate	$	3,670.3	$	9.6	$	11.0	$	3,873.4	$	88.3	$	16.8
Senior Notes and Long-Term Subordinated Debt	Interest Rate Swap Contracts	Interest Rate	1,250.0		29.7		3.5		1,250.0		71.8		3.3
Cash Flow Hedges
Forecasted Foreign Currency Denominated Transactions	Foreign Exchange Contracts	Foreign Currency	351.5		10.2		6.2		329.3		8.5		7.8
Foreign Currency Denominated Investment Securities	Foreign Exchange Contracts	Foreign Currency	1,193.9		—		27.7		1,431.6		151.5		0.8
Available for Sale Investment Securities	Interest Rate Contracts	Interest Rate	1,025.0		0.2		3.0		975.0		0.1		2.7
Net Investment Hedges
Net Investments in Non-U.S. Affiliates	Foreign Exchange Contracts	Foreign Currency	2,190.0		18.1		7.5		2,083.6		174.6		10.8
Total			$	9,680.7	$	67.8	$	58.9	$	9,942.9	$	494.8	$	42.2

Derivatives are designated as fair value hedges to limit Northern Trust’s exposure to changes in the fair value of assets and liabilities due to movements in interest rates. For a fair value hedge, changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability attributable to the hedged risk are recorded currently in income. The following table shows the location and amount of derivative gains and losses recognized in the consolidated statements of income related to fair value hedges for the three months ended March 31, 2017 and 2016.

Table 63: Location and Amount of Fair Value Hedge Derivative Gains and Losses Recorded in Income

		Location of Derivative Gain/(Loss) Recognized in Income	Amount of Derivative Gain/(Loss) Recognized in Income
	Derivative Instrument		Three Months Ended March 31,
(In Millions)			2017			2016
Available for Sale Investment Securities	Interest Rate Swap Contracts	Interest Income	$	(2.4	)	$	(34.7	)
Senior Notes and Long-Term Subordinated Debt	Interest Rate Swap Contracts	Interest Expense	3.1			47.4
Total			$	0.7		$	12.7

Northern Trust applies the “shortcut” method of accounting, available under GAAP, to substantially all of its fair value hedges, which assumes there is no ineffectiveness in a hedge. For fair value hedges that do not qualify for the “shortcut” method of accounting, Northern Trust utilizes regression analysis, the “long-haul” method of accounting, in assessing whether the hedging relationships are highly effective at inception and quarterly thereafter. There was no ineffectiveness or changes in the fair value of hedged items recognized in income for fair value hedges accounted for under the “long-haul” method of accounting during the three month periods ended March 31, 2017 and 2016.

Derivatives are also designated as cash flow hedges in order to minimize the variability in cash flows of earning assets or forecasted transactions caused by movements in interest or foreign exchange rates. There was no ineffectiveness recognized in income for cash flow hedges during the three months ended March 31, 2017 and 2016. As of March 31, 2017, 23 months was the maximum length of time over which the exposure to variability in future cash flows of forecasted foreign-currency-denominated transactions was being hedged.

The following table provides cash flow hedge derivative gains and losses recognized in AOCI and the amounts reclassified to income during the three months ended March 31, 2017 and 2016.

Table 64: Cash Flow Hedge Derivative Gains and Losses Recognized in AOCI and Reclassified to Income

(In Millions)	Foreign Exchange Contracts (Before Tax)						Interest Rate  Contracts (Before Tax)
Three Months Ended March 31,	2017			2016			2017			2016
Net Gain/(Loss) Recognized in AOCI	$	8.9		$	4.2		$	(0.2	)	$	5.2
Net Gain/(Loss) Reclassified from AOCI to Net Income
Other Operating Income	0.7			(1.1		)	—			—
Interest Income	4.4			—			0.1			0.9
Other Operating Expense	(0.1		)	(0.4		)	—			—
Total	$	5.0		$	(1.5	)	$	0.1		$	0.9

There were no gains or losses reclassified into earnings during the three months ended March 31, 2017 and 2016, as a result of the discontinuance of forecasted transactions that were no longer probable of occurring. It is estimated that a net gain of $2.9 million and a net loss of $0.4 million will be reclassified into net income within the next twelve months relating to cash flow hedges of foreign currency denominated transactions and cash flow hedges of foreign currency denominated investment securities, respectively. It is estimated that a net gain of $0.2 million will be reclassified into net income upon the receipt of interest payments on earning assets within the next twelve months relating to cash flow hedges of available for sale investment securities.

Certain foreign exchange contracts and qualifying nonderivative instruments are designated as net investment hedges to minimize Northern Trust’s exposure to variability in the foreign currency translation of net investments in non-U.S. branches and subsidiaries. There was no ineffectiveness recorded during the three months ended March 31, 2017 and 2016. Amounts recorded in AOCI are reclassified to net income only upon the sale or liquidation of an investment in a non-U.S. branch or subsidiary.

The following table provides net investment hedge gains and losses recognized in AOCI during the three months ended March 31, 2017 and 2016.

Table 65: Net Investment Hedge Gains and Losses Recognized in AOCI

	Hedging Gain / (Loss) Recognized in OCI (Before Tax)
	Three Months Ended March 31,
(In Millions)	2017			2016
Foreign Exchange Contracts	$	(30.5	)	$	(26.5	)
Total	$	(30.5	)	$	(26.5	)

Derivatives that are not formally designated as a hedge under GAAP are entered into for risk management purposes. Foreign exchange contracts are entered into to manage the foreign currency risk of non-U.S.-dollar-denominated assets and liabilities, the net investment in certain non-U.S. affiliates, commercial loans and forecasted foreign-currency-denominated transactions. Swaps related to sales of certain Visa Class B common shares were entered into which retains the risks associated with the ultimate conversion of the Visa Class B common shares into Visa Class A common shares. Credit default swaps were entered into to manage credit risk associated with certain loans and loan commitments. Total return swaps are entered into to manage the equity price risk associated with certain investments. The following table identifies the types of risk management derivative instruments not formally designated as hedges and their notional amounts and fair values.

Table 66: Notional and Fair Values of Non-Designated Risk Management Derivative Instruments

	March 31, 2017						December 31, 2016
(In Millions)	Notional Value		Fair Value				Notional Value		Fair Value
			Asset		Liability				Asset		Liability
Foreign Exchange Contracts	$	441.6	$	2.1	$	0.6	$	289.6	$	0.8	$	1.8
Other Financial Derivatives (1)	307.6		—		26.4		270.0		—		25.2
Total	$	749.2	$	2.1	$	27.0	$	559.6	$	0.8	$	27.0

⁽¹⁾  This line includes swaps related to sales of certain Visa Class B common shares.

Changes in the fair value of derivative instruments not formally designated as hedges are recognized currently in income. The following table provides the location and amount of gains and losses recorded in the consolidated statements of income for the three months ended March 31, 2017 and 2016.

Table 67: Location and Amount of Gains and Losses Recorded in Income for Non-Designated Risk Management Derivative Instruments

(In Millions)	Location of Derivative Gain / (Loss) Recognized in Income	Amount of Derivative Gain / (Loss) Recognized in Income
		Three Months Ended March 31,
		2017			2016
Foreign Exchange Contracts	Other Operating Income	$	1.7		$	2.7
Other Financial Derivatives (1)	Other Operating Income	(2.9		)	(0.8		)
Total		$	(1.2	)	$	1.9

⁽¹⁾  This line includes swaps related to sales of certain Visa Class B common shares, total return swap contracts, and credit default swap contracts.

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Offsetting of Assets and Liabilities

3 Months Ended

Mar. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Offsetting of Assets and Liabilities

Offsetting of Assets and Liabilities

The following tables provide information regarding the offsetting of derivative assets and securities purchased under agreements to resell within the consolidated balance sheets as of March 31, 2017 and December 31, 2016.

Table 68: Offsetting of Derivative Assets and Securities Purchased Under Agreements to Resell

March 31, 2017
(In Millions)	Gross Recognized Assets			Gross Amounts Offset		Net Amounts Presented			Gross Amounts Not Offset		Net Amount (3)
Derivative Assets (1)
Foreign Exchange Contracts Over the Counter (OTC)	$	1,414.1		$	884.0	$	530.1		$	—	$	530.1
Interest Rate Swaps OTC	(10.3		)	17.8		(28.1		)	—		(28.1		)
Interest Rate Swaps Exchange Cleared	126.5			20.5		106.0			—		106.0
Cross Product Netting Adjustment	—			19.2		—			—		—
Cross Product Collateral Adjustment	—			411.0		—			—		—
Total Derivatives Subject to a Master Netting Arrangement	1,530.3			1,352.5		177.8			—		177.8
Total Derivatives Not Subject to a Master Netting Arrangement	468.2			—		468.2			—		468.2
Total Derivatives	$	1,998.5		$	1,352.5	$	646.0		$	—	$	646.0
Securities Purchased under Agreements to Resell (2)	$	1,933.8		$	—	$	1,933.8		$	1,933.8	$	—

December 31, 2016
(In Millions)	Gross Recognized Assets		Gross Amounts Offset		Net Amounts Presented		Gross Amounts Not Offset		Net Amount (3)
Derivative Assets (1)
Foreign Exchange Contracts OTC	$	2,800.4	$	1,651.9	$	1,148.5	$	—	$	1,148.5
Interest Rate Swaps OTC	129.8		18.2		111.6		—		111.6
Interest Rate Swaps Exchange Cleared	117.4		21.8		95.6		—		95.6
Cross Product Netting Adjustment	—		17.2		—		—		—
Cross Product Collateral Adjustment	—		461.3		—		—		—
Total Derivatives Subject to a Master Netting Arrangement	3,047.6		2,170.4		877.2		—		877.2
Total Derivatives Not Subject to a Master Netting Arrangement	809.2		—		809.2		—		809.2
Total Derivatives	3,856.8		2,170.4		1,686.4		—		1,686.4
Securities Purchased under Agreements to Resell (2)	$	1,967.5	$	—	$	1,967.5	$	1,967.5	$	—

⁽¹⁾  Derivative assets are reported in other assets in the consolidated balance sheets. Other assets (excluding derivative assets) totaled $3.3 billion as of March 31, 2017 and December 31, 2016, respectively.

⁽²⁾  Securities purchased under agreements to resell are reported in federal funds sold and securities purchased under agreements to resell in the consolidated balance sheets. There were no Federal funds sold and $6.8 million Federal funds sold as of March 31, 2017 and December 31, 2016, respectively.

⁽³⁾  Northern Trust did not possess any cash collateral that was not offset in the consolidated balance sheets that could have been used to offset the net amounts presented in the consolidated balance sheets as of March 31, 2017 and December 31, 2016.

The following tables provide information regarding the offsetting of derivative liabilities and securities sold under agreements to repurchase within the consolidated balance sheets as of March 31, 2017 and December 31, 2016.

Table 69: Offsetting of Derivative Liabilities and Securities Sold Under Agreements to Repurchase

March 31, 2017
(In Millions)	Gross Recognized Liabilities		Gross Amounts Offset		Net Amounts Presented		Gross Amounts Not Offset		Net Amount (2)
Derivative Liabilities (1)
Foreign Exchange Contracts OTC	$	1,275.1	$	884.0	$	391.1	$	—	$	391.1
Interest Rate Swaps OTC	64.3		17.8		46.5		—		46.5
Interest Rate Swaps Exchange Cleared	20.5		20.5		—		—		—
Other Financial Derivatives	26.4		—		26.4		—		26.4
Cross Product Netting Adjustment	—		19.2		—		—		—
Cross Product Collateral Adjustment	—		207.2		—		—		—
Total Derivatives Subject to a Master Netting Arrangement	1,386.3		1,148.7		237.6		—		237.6
Total Derivatives Not Subject to a Master Netting Arrangement	599.6		—		599.6		—		599.6
Total Derivatives	1,985.9		1,148.7		837.2		—		837.2
Securities Sold under Agreements to Repurchase	$	433.2	$	—	$	433.2	$	433.2	$	—

December 31, 2016
(In Millions)	Gross Recognized Liabilities		Gross Amounts Offset		Net Amounts Presented		Gross Amounts Not Offset		Net Amount (2)
Derivative Liabilities (1)
Foreign Exchange Contracts OTC	$	2,634.4	$	1,651.9	$	982.5	$	—	$	982.5
Interest Rate Swaps OTC	86.2		18.2		68.0		—		68.0
Interest Rate Swaps Exchange Cleared	21.8		21.8		—		—		—
Other Financial Derivatives	25.2		—		25.2				25.2
Cross Product Netting Adjustment	—		17.2		—		—		—
Cross Product Collateral Adjustment	—		722.1		—		—		—
Total Derivatives Subject to a Master Netting Arrangement	2,767.6		2,431.2		336.4		—		336.4
Total Derivatives Not Subject to a Master Netting Arrangement	608.5		—		608.5		—		608.5
Total Derivatives	3,376.1		2,431.2		944.9		—		944.9
Securities Sold under Agreements to Repurchase	$	473.7	$	—	$	473.7	$	473.7	$	—

⁽¹⁾  Derivative liabilities are reported in other liabilities in the consolidated balance sheets. Other liabilities (excluding derivative liabilities) totaled $2.2 billion and $2.7 billion as of March 31, 2017 and December 31, 2016, respectively.

⁽²⁾  Northern Trust did not place any cash collateral with counterparties that was not offset in the consolidated balance sheets that could have been used to offset the net amounts presented in the consolidated balance sheets as of March 31, 2017 and December 31, 2016.

All of Northern Trust’s securities sold under agreements to repurchase (repurchase agreements) and securities purchased under agreements to resell (reverse repurchase agreements) involve the transfer of financial assets in exchange for cash subject to a right and obligation to repurchase those assets for an agreed upon amount. In the event of a repurchase failure, the cash or financial assets are available for offset. All of Northern Trust’s repurchase agreements and reverse repurchase agreements are subject to a master netting arrangement, which sets forth the rights and obligations for repurchase and offset. Under the master netting arrangement, Northern Trust is entitled to set off receivables from and collateral placed with a single counterparty against obligations owed to that counterparty. In addition, collateral held by Northern Trust can be offset against receivables from that counterparty.

Derivative asset and liability positions with a single counterparty can be offset against each other in cases where legally enforceable master netting arrangements or similar agreements exist. Derivative assets and liabilities can be further offset by cash collateral received from, and deposited with, the transacting counterparty. The basis for this view is that, upon termination of transactions subject to a master netting arrangement or similar agreement, the individual derivative receivables do not represent resources to which general creditors have rights and individual derivative payables do not represent claims that are equivalent to the claims of general creditors. Northern Trust centrally clears those interest rate derivative instruments addressed under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. These transactions are subject to an agreement similar to a master netting arrangement which has the same rights of offset as described above.

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Recent Accounting Pronouncements (Policies)

3 Months Ended

Mar. 31, 2017

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

On January 1, 2017, the Corporation adopted ASU 2016-05, “Derivatives and Hedging (Topics 815): Effects of Derivative Contract Novations on Existing Hedge Accounting Relationships (a consensus of the Emerging Issues Task Force)” (ASU 2016-05). ASU 2016-05 clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815, does not, in and of itself, require dedesignation of that hedging relationship provided all other hedge accounting criteria continue to be met. Upon adoption of ASU 2016-05, the Corporation did not dedesignate any hedging relationships due to change in counterparty and therefore there was no impact to its consolidated financial condition or results of operations.

On January 1, 2017, the Corporation adopted ASU 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (a consensus of the Emerging Issues Task Force)” (ASU 2016-06). The amendments in ASU 2016-06 clarify what steps are required when assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to the economic characteristics and risks of their debt hosts, which is one of the criteria for bifurcating an embedded derivative. The Corporation currently applies the approach for analyzing potential embedded derivative instruments in debt instruments detailed in ASU 2016-06 and therefore upon adoption there was no impact to its consolidated financial condition or results of operations.

On January 1, 2017, the Corporation adopted ASU 2016-07, “Investments - Equity Method and Joint Ventures (Topic 323), Simplifying the Transition to the Equity Method of Accounting” (ASU 2016-07), which requires that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Upon adoption of ASU 2016-07, the Corporation did not hold an interest in an investee that subsequently qualified for the use of the equity method and therefore there was no impact to the Corporation’s consolidated financial condition or results of operations.

On January 1, 2017, the Corporation adopted ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control” (ASU 2016-17). Under ASU 2016-17, a single decision maker evaluating whether it is the primary beneficiary of a variable interest entity will consider its indirect interests held by related parties that are under common control on a proportionate basis. Upon adoption of ASU 2016-17, there was no impact to the Corporation’s consolidated financial condition or results of operations.

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Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of effects of the change in presentation

The table below shows the effect of the change in presentation on the Corporation’s consolidated statements of cash flows and related footnotes for the three months ended March 31, 2016.

Table 30: Change in Presentation

Consolidated Statements of Cash Flows	Three Months Ended March 31, 2016
(In Millions)	Previously Reported		Adjustment			Revised
Change in Interest-Bearing Deposits with Banks	$	716.7	$	5.2		$	721.9
Net Change in Federal Reserve Deposits	1,983.2		(1,983.2		)	—
Net Change in Federal Reserve and Other Central Bank Deposits	—		1,987.3			1,987.3
Net Cash Provided by Investing Activities	653.2		9.3			662.5
Effect of Foreign Currency Exchange Rates on Cash	202.9		0.2			203.1
Increase in Cash and Due from Banks	560.4		9.5			569.9
Cash and Due from Banks at Beginning of Year	6,444.6		(26.1		)	6,418.5
Cash and Due from Banks at End of Period	7,005.0		(16.6		)	6,988.4

Footnote 14 Net Interest Income	Three Months Ended March 31, 2016
(In Millions)	Previously Reported		Adjustment			Revised
Interest-Bearing Due from and Deposits with Banks	$	23.7	$	(6.2	)	$	17.5
Federal Reserve Deposits and Other	23.0		(23.0		)	—
Federal Reserve and Other Central Bank Deposits	$	—	$	29.2		$	29.2

Adoption of ASU No. 2016-09. The Corporation adopted ASU No. 2016-09 on July 1, 2016 with an effective date of January 1, 2016, which resulted in a reclassification $3.6 million from additional paid-in capital to provision for income taxes, representing excess tax benefits previously recognized in additional paid-in-capital during the three months ended March 31, 2016.

Adoption of the standard impacted the Corporation’s previously reported quarterly results as follows:

	Three Months Ended
	March 31, 2016
($ In Millions except per share data)	As Reported			As Adjusted
Provision for Income Taxes	$	117.4		$	113.8
Net Income	241.8			245.4
Earnings Allocated to Participating Securities	4.1			4.1
Net Income Applicable to Common Stock	235.9			239.5
Effective Tax Rate	32.7		%	31.7		%
Basic Earnings per Share	1.01			1.03
Diluted Earnings per Share	1.01			1.03
Diluted Weighted Average Shares Outstanding (000s)	229,980			229,798
Additional Paid-In Capital	1,022.1			1,018.5
Retained Earnings	8,394.8			8,398.4

XML

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2017

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Recurring Basis Hierarchy Leveling

The following tables present assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016, segregated by fair value hierarchy level.

Table 32: Recurring Basis Hierarchy Leveling

(In Millions)	Level 1		Level 2		Level 3		Netting			Assets/Liabilities at Fair Value
March 31, 2017
Securities
Available for Sale
U.S. Government	$	6,830.2	$	—	$	—	$	—		$	6,830.2
Obligations of States and Political Subdivisions	—		951.5		—		—			951.5
Government Sponsored Agency	—		17,936.4		—		—			17,936.4
Non-U.S. Government	—		218.1		—		—			218.1
Corporate Debt	—		3,559.0		—		—			3,559.0
Covered Bonds	—		884.9		—		—			884.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	—		1,761.3		—		—			1,761.3
Other Asset-Backed	—		2,351.9		—		—			2,351.9
Auction Rate	—		—		4.3		—			4.3
Commercial Mortgage-Backed	—		456.2		—		—			456.2
Other	—		43.8		—		—			43.8
Total Available for Sale	6,830.2		28,163.1		4.3		—			34,997.6
Trading Account	—		1.4		—		—			1.4
Total Available for Sale and Trading Securities	6,830.2		28,164.5		4.3		—			34,999.0
Other Assets
Derivative Assets
Foreign Exchange Contracts	—		1,882.3		—		—			1,882.3
Interest Rate Contracts	—		116.2		—		—			116.2
Total Derivative Assets	—		1,998.5		—		(1,352.5		)	646.0
Other Liabilities
Derivative Liabilities
Foreign Exchange Contracts	—		1,874.7		—		—			1,874.7
Interest Rate Contracts	—		84.8		—		—			84.8
Other Financial Derivatives (1)	—		—		26.4		—			26.4
Total Derivative Liabilities	$	—	$	1,959.5	$	26.4	$	(1,148.7	)	$	837.2

Note: Northern Trust has elected to net derivative assets and liabilities when legally enforceable master netting arrangements or similar agreements exist between Northern Trust and the counterparty. As of March 31, 2017, derivative assets and liabilities shown above also include reductions of $411.0 million and $207.2 million, respectively, as a result of cash collateral received from and deposited with derivative counterparties.

⁽¹⁾  This line consists of swaps related to the sale of certain Visa Class B common shares.

(In Millions)	Level 1		Level 2		Level 3		Netting			Assets/Liabilities at Fair Value
December 31, 2016
Securities
Available for Sale
U.S. Government	$	7,522.6	$	—	$	—	$	—		$	7,522.6
Obligations of States and Political Subdivisions	—		885.2		—		—			885.2
Government Sponsored Agency	—		17,892.8		—		—			17,892.8
Non-U.S. Government	—		417.9		—		—			417.9
Corporate Debt	—		3,765.2		—		—			3,765.2
Covered Bonds	—		1,143.9		—		—			1,143.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	—		1,340.7		—		—			1,340.7
Other Asset-Backed	—		2,085.1		—		—			2,085.1
Auction Rate	—		—		4.7		—			4.7
Commercial Mortgage-Backed	—		471.6		—		—			471.6
Other	—		50.1		—		—			50.1
Total Available for Sale	7,522.6		28,052.5		4.7		—			35,579.8
Trading Account	—		0.3		—		—			0.3
Total Available for Sale and Trading Securities	7,522.6		28,052.8		4.7		—			35,580.1
Other Assets
Derivative Assets
Foreign Exchange Contracts	—		3,609.6		—		—			3,609.6
Interest Rate Contracts	—		247.2		—		—			247.2
Total Derivative Assets	—		3,856.8		—		(2,170.4		)	1,686.4
Other Liabilities
Derivative Liabilities
Foreign Exchange Contracts	—		3,242.9		—		—			3,242.9
Interest Rate Contracts	—		108.0		—		—			108.0
Other Financial Derivatives (1)	—		—		25.2		—			25.2
Total Derivative Liabilities	$	—	$	3,350.9	$	25.2	$	(2,431.2	)	$	944.9

Note: Northern Trust has elected to net derivative assets and liabilities when legally enforceable master netting arrangements or similar agreements exist between Northern Trust and the counterparty. As of December 31, 2016, derivative assets and liabilities shown above also include reductions of $461.3 million and $722.1 million, respectively, as a result of cash collateral received from and deposited with derivative counterparties.

⁽¹⁾ This line consists of swaps related to the sale of certain Visa Class B common shares.

Changes in Level 3 Assets

The following tables present the changes in Level 3 assets and liabilities for the three months ended March 31, 2017 and 2016.

Table 33: Changes in Level 3 Assets

Level 3 Assets (In Millions)	Auction Rate Securities
Three Months Ended March 31,	2017			2016
Fair Value at January 1	$	4.7		$	17.1
Total Gains (Losses):
Included in Earnings	—			—
Included in Other Comprehensive Income (1)	—			(0.4		)
Purchases, Issues, Sales, and Settlements
Sales	—			(0.1		)
Settlements	(0.4		)	—
Fair Value at March 31	$	4.3		$	16.6

⁽¹⁾  Unrealized gains (losses) are included in net unrealized gains (losses) on securities available for sale in the consolidated statements of comprehensive income.

Changes in Level 3 Liabilities

Table 34: Changes in Level 3 Liabilities

Level 3 Liabilities (In Millions)	Swaps Related to Sale of Certain Visa Class B Common Shares
Three Months Ended March 31,	2017			2016
Fair Value at January 1	$	25.2		$	10.8
Total (Gains) Losses:
Included in Earnings (1)	2.9			(0.3		)
Included in Other Comprehensive Income	—			—
Purchases, Issues, Sales, and Settlements
Purchases	—			—
Settlements	(1.7		)	(0.8		)
Fair Value at March 31	$	26.4		$	9.7

⁽¹⁾  (Gains) losses are recorded in other operating income in the consolidated statements of income.

Fair Value of Financial Instruments

The following tables summarize the fair values of all financial instruments.

Table 36: Fair Value of Financial Instruments

(In Millions)	March 31, 2017
	Book Value		Total Fair Value		Fair Value
					Level 1		Level 2		Level 3
Assets
Cash and Due from Banks	$	4,649.2	$	4,649.2	$	4,649.2	$	—	$	—
Federal Reserve and Other Central Bank Deposits	25,959.5		25,959.5		—		25,959.5		—
Interest-Bearing Deposits with Banks	5,247.8		5,247.8		—		5,247.8		—
Federal Funds Sold and Resell Agreements	1,933.8		1,933.8		—		1,933.8		—
Securities
Available for Sale (Note)	34,997.6		34,997.6		6,830.2		28,163.1		4.3
Held to Maturity	8,938.4		8,933.4		6.0		8,927.4		—
Trading Account	1.4		1.4		—		1.4		—
Loans (excluding Leases)
Held for Investment	33,056.5		33,151.9		—		—		33,151.9
Held for Sale	—		—		—		—		—
Client Security Settlement Receivables	1,559.9		1,559.9		—		1,559.9		—
Other Assets
Federal Reserve and Federal Home Loan Bank Stock	158.1		158.1		—		158.1		—
Community Development Investments	209.8		209.8		—		209.8		—
Employee Benefit and Deferred Compensation	185.2		182.3		118.3		64.0		—
Liabilities
Deposits
Demand, Noninterest-Bearing, Savings and Money Market	$	46,425.4	$	46,425.4	$	46,425.4	$	—	$	—
Savings Certificates and Other Time	1,346.8		1,351.4		—		1,351.4		—
Non U.S. Offices Interest-Bearing	52,757.3		52,757.3		—		52,757.3		—
Federal Funds Purchased	369.5		369.5		—		369.5		—
Securities Sold under Agreements to Repurchase	433.2		433.2		—		433.2		—
Other Borrowings	4,077.1		4,079.7		—		4,079.7		—
Senior Notes	1,496.8		1,537.3		—		1,537.3		—
Long Term Debt (excluding Leases)
Subordinated Debt	1,302.5		1,315.5		—		1,315.5		—
Floating Rate Capital Debt	277.4		252.6		—		252.6		—
Other Liabilities
Standby Letters of Credit	36.8		36.8		—		—		36.8
Loan Commitments	37.5		37.5		—		—		37.5
Derivative Instruments
Asset/Liability Management
Foreign Exchange Contracts
Assets	$	30.5	$	30.5	$	—	$	30.5	$	—
Liabilities	42.1		42.1		—		42.1		—
Interest Rate Contracts
Assets	39.4		39.4		—		39.4		—
Liabilities	17.5		17.5		—		17.5		—
Other Financial Derivatives
Liabilities (1)	26.4		26.4		—		—		26.4
Client-Related and Trading
Foreign Exchange Contracts
Assets	1,851.8		1,851.8		—		1,851.8		—
Liabilities	1,832.6		1,832.6		—		1,832.6		—
Interest Rate Contracts
Assets	76.8		76.8		—		76.8		—
Liabilities	67.3		67.3		—		67.3		—

Note: Refer to the table located on page 32 for the disaggregation of available for sale securities.

⁽¹⁾ This line consists of swaps related to the sale of certain Visa Class B common shares.

(In Millions)	December 31, 2016
	Book Value		Total Fair Value		Fair Value
					Level 1		Level 2		Level 3
Assets
Cash and Due from Banks	$	5,332.0	$	5,332.0	$	5,332.0	$	—	$	—
Federal Reserve and Other Central Bank Deposits	26,674.2		26,674.2		—		26,674.2		—
Interest-Bearing Deposits with Banks	4,800.6		4,800.6		—		4,800.6		—
Federal Funds Sold and Resell Agreements	1,974.3		1,974.3		—		1,974.3		—
Securities
Available for Sale (Note)	35,579.8		35,579.8		7,522.6		28,052.5		4.7
Held to Maturity	8,921.1		8,905.1		15.0		8,890.1		—
Trading Account	0.3		0.3		—		0.3		—
Loans (excluding Leases)
Held for Investment	33,354.1		33,471.3		—		—		33,471.3
Held for Sale	13.4		13.4		—		—		13.4
Client Security Settlement Receivables	1,043.7		1,043.7		—		1,043.7		—
Other Assets
Federal Reserve and Federal Home Loan Bank Stock	203.1		203.1		—		203.1		—
Community Development Investments	218.9		215.5		—		215.5		—
Employee Benefit and Deferred Compensation	166.2		162.5		107.2		55.3		—
Liabilities
Deposits
Demand, Noninterest-Bearing, Savings and Money Market	$	46,671.9	$	46,671.9	$	46,671.9	$	—	$	—
Savings Certificates and Other Time	1,331.7		1,337.5		—		1,337.5		—
Non U.S. Offices Interest-Bearing	53,648.1		53,648.1		—		53,648.1		—
Federal Funds Purchased	204.8		204.8		—		204.8		—
Securities Sold under Agreements to Repurchase	473.7		473.7		—		473.7		—
Other Borrowings	5,109.5		5,113.4		—		5,113.4		—
Senior Notes	1,496.6		1,535.5		—		1,535.5		—
Long Term Debt (excluding Leases)
Subordinated Debt	1,307.9		1,316.0		—		1,316.0		—
Floating Rate Capital Debt	277.4		251.0		—		251.0		—
Other Liabilities
Standby Letters of Credit	37.2		37.2		—		—		37.2
Loan Commitments	41.2		41.2		—		—		41.2
Derivative Instruments
Asset/Liability Management
Foreign Exchange Contracts
Assets	$	335.4	$	335.4	$	—	$	335.4	$	—
Liabilities	21.2		21.2		—		21.2		—
Interest Rate Contracts
Assets	160.2		160.2		—		160.2		—
Liabilities	22.8		22.8		—		22.8		—
Other Financial Derivatives
Liabilities (1)	25.2		25.2		—		—		25.2
Client-Related and Trading
Foreign Exchange Contracts
Assets	3,274.2		3,274.2		—		3,274.2		—
Liabilities	3,221.7		3,221.7		—		3,221.7		—
Interest Rate Contracts
Assets	87.0		87.0		—		87.0		—
Liabilities	85.2		85.2		—		85.2		—

Note: Refer to the table located on page 33 for the disaggregation of available for sale securities.

⁽¹⁾ This line consists of swaps related to the sale of certain Visa Class B common shares.

Fair Value, Measurements, Recurring

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Level 3 Nonrecurring Basis Significant Unobservable Inputs

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, 2017 and December 31, 2016.

Table 31: Level 3 Significant Unobservable Inputs

	March 31, 2017
Financial Instrument	Fair Value			Valuation Technique	Unobservable Inputs	Range of Inputs
Auction Rate Securities	$	4.3	million	Comparables	Price	$84		—	99
Swaps Related to Sale of Certain Visa Class B Common Shares	$	26.4	million	Discounted Cash Flow	Visa Class A Appreciation	7.0	%	—	11.0%
					Conversion Rate	1.63x		—	1.65x
					Expected Duration	1.25		—	4.25 years

	December 31, 2016
Financial Instrument	Fair Value			Valuation Technique	Unobservable Inputs	Range of Inputs
Auction Rate Securities	$	4.7	million	Comparables	Price	$84		—	99
Swap Related to Sale of Certain Visa Class B Common Shares	$	25.2	million	Discounted Cash Flow	Visa Class A Appreciation	7.0	%	—	11.0%
					Conversion Rate	1.63x		—	1.65x
					Expected Duration	1.50		—	4.50 years

Fair Value, Measurements, Nonrecurring

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Level 3 Nonrecurring Basis Significant Unobservable Inputs

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, 2017 and December 31, 2016.

Table 35: Level 3 Nonrecurring Basis Significant Unobservable Inputs

	March 31, 2017
Financial Instrument	Fair Value	Valuation Technique	Unobservable Input	Range of Discounts Applied
Loans	$28.7 million	Market Approach	Discount to reflect realizable value	15.0	%	-	25.0%
OREO	$0.6 million	Market Approach	Discount to reflect realizable value	15.0	%	-	20.0%

	December 31, 2016
Financial Instrument	Fair Value	Valuation Technique	Unobservable Input	Range of Discounts Applied
Loans	$6.7 million	Market Approach	Discount to reflect realizable value	15.0	%	-	25.0%
OREO	$0.7 million	Market Approach	Discount to reflect realizable value	15.0	%	-	20.0%

XML

Securities (Tables)

3 Months Ended

Mar. 31, 2017

Schedule of Trading Securities and Other Trading Assets [Line Items]

Reconciliation of Amortized Cost to Fair Value of Securities Available for Sale

The following tables provide the amortized cost and fair values of securities at March 31, 2017 and December 31, 2016.

Table 37: Reconciliation of Amortized Cost to Fair Value of Securities Available for Sale

Securities Available for Sale	March 31, 2017
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)			Gains		Losses
U.S. Government	$	6,815.5	$	27.9	$	13.2	$	6,830.2
Obligations of States and Political Subdivisions	953.2		0.2		1.9		951.5
Government Sponsored Agency	17,947.4		52.6		63.6		17,936.4
Non-U.S. Government	219.8		—		1.7		218.1
Corporate Debt	3,578.0		3.6		22.6		3,559.0
Covered Bonds	887.3		1.1		3.5		884.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,761.0		3.1		2.8		1,761.3
Other Asset-Backed	2,349.0		4.4		1.5		2,351.9
Auction Rate	4.6		—		0.3		4.3
Commercial Mortgage-Backed	459.1		—		2.9		456.2
Other	43.8		—		—		43.8
Total	$	35,018.7	$	92.9	$	114.0	$	34,997.6

Securities Available for Sale	December 31, 2016
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)			Gains		Losses
U.S. Government	$	7,514.5	$	22.4	$	14.3	$	7,522.6
Obligations of States and Political Subdivisions	890.8		—		5.6		885.2
Government Sponsored Agency	17,914.1		49.3		70.6		17,892.8
Non-U.S. Government	420.0		—		2.1		417.9
Corporate Debt	3,787.4		2.6		24.8		3,765.2
Covered Bonds	1,148.6		0.8		5.5		1,143.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,343.6		0.9		3.8		1,340.7
Other Asset-Backed	2,083.7		2.7		1.3		2,085.1
Auction Rate	5.0		—		0.3		4.7
Commercial Mortgage-Backed	474.1		—		2.5		471.6
Other	50.1		—		—		50.1
Total	$	35,631.9	$	78.7	$	130.8	$	35,579.8

Reconciliation of Amortized Cost to Fair Values of Securities Held to Maturity

Table 38: Reconciliation of Amortized Cost to Fair Value of Securities Held to Maturity

Securities Held to Maturity	March 31, 2017
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)			Gains		Losses
U.S Government	$	6.0	$	—	$	—	$	6.0
Obligations of States and Political Subdivisions	49.0		2.6		—		51.6
Government Sponsored Agency	6.8		0.5		—		7.3
Corporate Debt	252.6		0.1		0.4		252.3
Covered Bonds	2,295.6		11.6		2.7		2,304.5
Non-U.S. Government	3,282.6		6.6		0.4		3,288.8
Certificates of Deposit	306.5		—		—		306.5
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	2,422.3		10.8		1.3		2,431.8
Other Asset-Backed	186.4		1.6		—		188.0
Other	130.6		—		34.0		96.6
Total	$	8,938.4	$	33.8	$	38.8	$	8,933.4

Securities Held to Maturity	December 31, 2016
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)			Gains		Losses
U.S Government	$	15.0	$	—	$	—	$	15.0
Obligations of States and Political Subdivisions	63.6		2.7		—		66.3
Government Sponsored Agency	7.4		0.5		—		7.9
Corporate Debt	231.2		0.2		0.4		231.0
Covered Bonds	2,051.6		10.1		3.7		2,058.0
Non-U.S. Government	3,517.5		4.9		2.3		3,520.1
Certificates of Deposit	606.0		0.2		0.1		606.1
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	2,154.7		10.5		2.8		2,162.4
Other Asset-Backed	143.4		0.1		—		143.5
Other	130.7		—		35.9		94.8
Total	$	8,921.1	$	29.2	$	45.2	$	8,905.1

Securities Continuous Unrealized Loss Position

The following tables provide information regarding securities that had been in a continuous unrealized loss position for less than twelve months and for twelve months or longer as of March 31, 2017 and December 31, 2016.

Table 40: Securities with Unrealized Losses

Securities with Unrealized Losses as of March 31, 2017	Less than 12 Months				12 Months or Longer				Total
(In Millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Government	$	1,701.3	$	13.2	$	—	$	—	$	1,701.3	$	13.2
Obligations of States and Political Subdivisions	750.1		1.9		—		—		750.1		1.9
Government Sponsored Agency	7,455.5		51.5		2,433.8		12.1		9,889.3		63.6
Non-U.S. Government	1,729.3		2.1		—		—		1,729.3		2.1
Corporate Debt	1,555.2		9.6		807.3		13.4		2,362.5		23.0
Covered Bonds	829.3		6.0		139.2		0.2		968.5		6.2
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,089.2		3.4		249.3		0.7		1,338.5		4.1
Other Asset-Backed	714.5		1.5		—		—		714.5		1.5
Auction Rate	0.4		0.1		3.8		0.2		4.2		0.3
Commercial Mortgage-Backed	439.3		2.9		—		—		439.3		2.9
Other	48.4		14.1		51.6		19.9		100.0		34.0
Total	$	16,312.5	$	106.3	$	3,685.0	$	46.5	$	19,997.5	$	152.8

Securities with Unrealized Losses as of December 31, 2016	Less than 12 Months				12 Months or Longer				Total
(In Millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Government	$	1,603.0	$	14.3	$	—	$	—	$	1,603.0	$	14.3
Obligations of States and Political Subdivisions	865.3		5.6		—		—		865.3		5.6
Government Sponsored Agency	8,252.5		58.5		2,121.0		12.1		10,373.5		70.6
Non-U.S. Government	2,957.1		4.4		—		—		2,957.1		4.4
Corporate Debt	1,601.7		11.2		1,054.4		14.0		2,656.1		25.2
Covered Bonds	809.0		8.6		138.9		0.6		947.9		9.2
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,136.1		5.7		249.1		0.9		1,385.2		6.6
Other Asset-Backed	584.3		1.3		—		—		584.3		1.3
Certificates of Deposit	81.4		0.1		—		—		81.4		0.1
Auction Rate	0.4		0.1		4.3		0.2		4.7		0.3
Commercial Mortgage-Backed	471.5		2.5		—		—		471.5		2.5
Other	50.5		17.9		59.7		18.0		110.2		35.9
Total	$	18,412.8	$	130.2	$	3,627.4	$	45.8	$	22,040.2	$	176.0

Credit Related Impairment Losses Recognized in Earnings on Other Than Temporarily Impaired Securities

The table below provides the cumulative credit-related losses recognized in earnings on debt securities other-than-temporarily impaired.

Table 41: Cumulative Credit-Related Losses on Securities

	Three Months Ended March 31,
(In Millions)	2017		2016
Cumulative Credit-Related Losses on Securities Held — Beginning of Period	$	3.4	$	5.2
Plus: Losses on Newly Identified Impairments	—		—
Additional Losses on Previously Identified Impairments	0.1		—
Less: Current and Prior Period Losses on Securities Sold During the Period	—		—
Cumulative Credit-Related Losses on Securities Held — End of Period	$	3.5	$	5.2

Available for Sale Investment Securities

Schedule of Trading Securities and Other Trading Assets [Line Items]

Remaining Maturity of Securities

The following table provides the remaining maturity of securities as of March 31, 2017.

Table 39: Remaining Maturity of Securities Available for Sale and Held to Maturity

	March 31, 2017
(In Millions)	Amortized Cost		Fair Value
Available for Sale
Due in One Year or Less	$	6,665.1	$	6,660.1
Due After One Year Through Five Years	21,136.2		21,124.3
Due After Five Years Through Ten Years	6,015.5		6,017.7
Due After Ten Years	1,201.9		1,195.5
Total	35,018.7		34,997.6
Held to Maturity
Due in One Year or Less	2,914.6		2,916.9
Due After One Year Through Five Years	5,764.1		5,783.4
Due After Five Years Through Ten Years	201.2		200.2
Due After Ten Years	58.5		32.9
Total	$	8,938.4	$	8,933.4

Note: Mortgage-backed and asset-backed securities are included in the above table taking into account anticipated future prepayments.

Held-to-maturity Securities

Schedule of Trading Securities and Other Trading Assets [Line Items]

Remaining Maturity of Securities

The following table provides the remaining maturity of securities as of March 31, 2017.

Table 39: Remaining Maturity of Securities Available for Sale and Held to Maturity

	March 31, 2017
(In Millions)	Amortized Cost		Fair Value
Available for Sale
Due in One Year or Less	$	6,665.1	$	6,660.1
Due After One Year Through Five Years	21,136.2		21,124.3
Due After Five Years Through Ten Years	6,015.5		6,017.7
Due After Ten Years	1,201.9		1,195.5
Total	35,018.7		34,997.6
Held to Maturity
Due in One Year or Less	2,914.6		2,916.9
Due After One Year Through Five Years	5,764.1		5,783.4
Due After Five Years Through Ten Years	201.2		200.2
Due After Ten Years	58.5		32.9
Total	$	8,938.4	$	8,933.4

Note: Mortgage-backed and asset-backed securities are included in the above table taking into account anticipated future prepayments.

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Securities Sold Under Agreements to Repurchase (Tables)

3 Months Ended

Mar. 31, 2017

Banking and Thrift [Abstract]

Repurchase Agreements Accounted for as Secured Borrowings

The following table provides information regarding repurchase agreements that are accounted for as secured borrowings as of March 31, 2017.

Table 42: Repurchase Agreements Accounted for as Secured Borrowings

	March 31, 2017
(In Millions)	Remaining Contractual Maturity of the Agreements
Repurchase Agreements	Overnight and Continuous
U.S. Treasury and Agency Securities	$	433.2
Total Borrowings	$	433.2
Gross Amount of Recognized Liabilities for Repurchase Agreements in Note 21	$	433.2
Amounts related to agreements not included in Note 21	$	—

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Loans and Leases (Tables)

3 Months Ended

Mar. 31, 2017

Receivables [Abstract]

Amounts Outstanding for Loans and Leases by Segment and Class

Amounts outstanding for loans and leases, by segment and class, are shown below.

Table 43: Loans and Leases

(In Millions)	March 31, 2017			December 31, 2016
Commercial
Commercial and Institutional	$	9,487.3		$	9,523.0
Commercial Real Estate	3,922.8			4,002.5
Non-U.S.	1,654.0			1,877.8
Lease Financing, net	253.6			293.9
Other	209.7			205.1
Total Commercial	15,527.4			15,902.3
Personal
Private Client	10,375.8			10,052.0
Residential Real Estate	7,542.1			7,841.9
Other	26.5			25.9
Total Personal	17,944.4			17,919.8
Total Loans and Leases	33,471.8			33,822.1
Allowance for Credit Losses Assigned to Loans and Leases	(162.0		)	(161.0		)
Net Loans and Leases	$	33,309.8		$	33,661.1

Loan and Lease Segment and Class Balances Segregated by Borrower Ratings into "1 to 3", "4 to 5" and "6 to 9" (Watch List) Categories

Loan and lease segment and class balances as of March 31, 2017 and December 31, 2016 are provided below, segregated by borrower ratings into “1 to 3,” “4 to 5” and “6 to 9” (watch list), categories.

Table 44: Borrower Ratings

	March 31, 2017								December 31, 2016
(In Millions)	1 to 3 Category		4 to 5 Category		6 to 9 Category (Watch List)		Total		1 to 3 Category		4 to 5 Category		6 to 9 Category (Watch List)		Total
Commercial
Commercial and Institutional	$	6,278.1	$	3,080.6	$	128.6	$	9,487.3	$	6,293.2	$	3,108.5	$	121.3	$	9,523.0
Commercial Real Estate	1,742.3		2,157.6		22.9		3,922.8		1,825.7		2,134.8		42.0		4,002.5
Non-U.S.	379.9		1,272.8		1.3		1,654.0		602.8		1,273.5		1.5		1,877.8
Lease Financing, net	200.8		52.8		—		253.6		214.3		79.6		—		293.9
Other	113.4		95.5		0.8		209.7		135.5		67.9		1.7		205.1
Total Commercial	8,714.5		6,659.3		153.6		15,527.4		9,071.5		6,664.3		166.5		15,902.3
Personal
Private Client	6,526.9		3,839.4		9.5		10,375.8		6,373.2		3,668.4		10.4		10,052.0
Residential Real Estate	2,564.4		4,664.3		313.4		7,542.1		2,617.8		4,913.9		310.2		7,841.9
Other	14.4		12.0		0.1		26.5		17.1		8.5		0.3		25.9
Total Personal	9,105.7		8,515.7		323.0		17,944.4		9,008.1		8,590.8		320.9		17,919.8
Total Loans and Leases	$	17,820.2	$	15,175.0	$	476.6	$	33,471.8	$	18,079.6	$	15,255.1	$	487.4	$	33,822.1

Balances and Delinquency Status of Performing and Nonperforming Loans and Leases by Segment and Class as well as Total OREO and Nonperforming Asset Balances

The following tables provide balances and delinquency status of performing and nonperforming loans and leases by segment and class, as well as the total OREO and nonperforming asset balances, as of March 31, 2017 and December 31, 2016.

Table 45: Delinquency Status

March 31, 2017
(In Millions)	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Performing		Nonperforming		Total Loans and Leases
Commercial
Commercial and Institutional	$	9,398.5	$	21.8	$	2.4	$	4.0	$	9,426.7	$	60.6	$	9,487.3
Commercial Real Estate	3,887.8		15.8		3.0		4.1		3,910.7		12.1		3,922.8
Non-U.S.	1,654.0		—		—		—		1,654.0		—		1,654.0
Lease Financing, net	253.6		—		—		—		253.6		—		253.6
Other	209.7		—		—		—		209.7		—		209.7
Total Commercial	15,403.6		37.6		5.4		8.1		15,454.7		72.7		15,527.4
Personal
Residential Real Estate	7,389.4		40.0		5.6		0.1		7,435.1		107.0		7,542.1
Private Client	10,216.4		155.0		2.5		1.7		10,375.6		0.2		10,375.8
Other	26.5		—		—		—		26.5		—		26.5
Total Personal	17,632.3		195.0		8.1		1.8		17,837.2		107.2		17,944.4
Total Loans and Leases	$	33,035.9	$	232.6	$	13.5	$	9.9	$	33,291.9	$	179.9	$	33,471.8
	Other Real Estate Owned										$	6.9
	Total Nonperforming Assets										$	186.8

December 31, 2016
(In Millions)	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Performing		Nonperforming		Total Loans and Leases
Commercial
Commercial and Institutional	$	9,470.0	$	5.3	$	2.3	$	11.7	$	9,489.3	$	33.7	$	9,523.0
Commercial Real Estate	3,974.4		10.9		1.0		4.6		3,990.9		11.6		4,002.5
Non-U.S.	1,877.7		0.1		—		—		1,877.8		—		1,877.8
Lease Financing, net	293.9		—		—		—		293.9		—		293.9
Other	205.1		—		—		—		205.1		—		205.1
Total Commercial	15,821.1		16.3		3.3		16.3		15,857.0		45.3		15,902.3
Personal
Private Client	9,988.7		40.8		8.5		13.7		10,051.7		0.3		10,052.0
Residential Real Estate	7,675.7		44.5		6.1		1.0		7,727.3		114.6		7,841.9
Other	25.9		—		—		—		25.9		—		25.9
Total Personal	17,690.3		85.3		14.6		14.7		17,804.9		114.9		17,919.8
Total Loans and Leases	$	33,511.4	$	101.6	$	17.9	$	31.0	$	33,661.9	$	160.2	$	33,822.1
	Other Real Estate Owned										$	5.2
	Total Nonperforming Assets										$	165.4

Impaired Loans By Segment and Class

The following tables provide information related to impaired loans by segment and class.

Table 46: Information about Impaired Loans as of the Period End

	As of March 31, 2017						As of December 31, 2016
(In Millions)	Recorded Investment		Unpaid Principal Balance		Specific Allowance		Recorded Investment		Unpaid Principal Balance		Specific Allowance
With No Related Specific Allowance
Commercial and Institutional	$	31.9	$	34.5	$	—	$	32.2	$	34.6	$	—
Commercial Real Estate	11.6		14.1		—		14.7		18.6		—
Lease Financing, net	—		—		—		—		—		—
Private Client	0.1		0.1		—		0.3		0.3		—
Residential Real Estate	91.8		127.5		—		101.2		138.4		—
With a Related Specific Allowance
Commercial and Institutional	27.3		27.6		7.2		—		—		—
Commercial Real Estate	2.8		2.8		0.7		—		—		—
Lease Financing, net	—		—		—		—		—		—
Private Client	—		—		—		—		—		—
Residential Real Estate	7.3		7.4		0.8		7.7		7.9		2.1
Total
Commercial	73.6		79.0		7.9		46.9		53.2		—
Personal	99.2		135.0		0.8		109.2		146.6		2.1
Total	$	172.8	$	214.0	$	8.7	$	156.1	$	199.8	$	2.1

	Three Months Ended March 31,
	2017				2016
(In Millions)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With No Related Specific Allowance
Commercial and Institutional	$	39.0	$	—	$	28.3	$	—
Commercial Real Estate	14.9		0.1		17.7		0.1
Lease Financing, net	—		—		0.4		0.1
Private Client	0.2		—		0.3		—
Residential Real Estate	101.7		0.5		99.6		0.4
With a Related Specific Allowance
Commercial and Institutional	9.1		—		8.4		—
Commercial Real Estate	0.9		—		—		—
Lease Financing, net	—		—		2.1		—
Private Client	—		—		—		—
Residential Real Estate	2.4		—		1.5		—
Total
Commercial	63.9		0.1		56.9		0.2
Personal	104.3		0.5		101.4		0.4
Total	$	168.2	$	0.6	$	158.3	$	0.6

Note: Average recorded investment in impaired loans is calculated as the average of the month-end impaired loan balances for the period.

Number of Loans and Leases Modified in TDRs and Total Recorded Investments and Unpaid Principal Balances

The following tables provide, by segment and class, the number of loans and leases modified in TDRs during the three-month periods ended March 31, 2017 and 2016, and the recorded investments and unpaid principal balances as of March 31, 2017 and 2016.

Table 47: Modified Troubled Debt Restructurings

($ In Millions)	Three Months Ended March 31, 2017
	Number of Loans and Leases	Recorded Investment		Unpaid Principal Balance
Commercial
Commercial and Institutional	—	$	—	$	—
Commercial Real Estate	1	1.4		1.4
Total Commercial	1	1.4		1.4
Personal
Private Client	1	—		0.1
Residential Real Estate	19	3.9		3.9
Total Personal	20	3.9		4.0
Total Loans and Leases	21	$	5.3	$	5.4

Note: Period end balances reflect all paydowns and charge-offs during the period.

($ In Millions)	Three Months Ended March 31, 2016
	Number of Loans and Leases	Recorded Investment		Unpaid Principal Balance
Commercial
Commercial and Institutional	2	$	4.0	$	6.0
Commercial Real Estate	5	5.4		7.7
Total Commercial	7	9.4		13.7
Personal
Private Client	—	—		—
Residential Real Estate	24	5.5		6.2
Total Personal	24	5.5		6.2
Total Loans and Leases	31	$	14.9	$	19.9

Note: Period end balances reflect all paydowns and charge-offs during the period.

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Allowance for Credit Losses (Tables)

3 Months Ended

Mar. 31, 2017

Receivables [Abstract]

Changes in Allowance for Credit Losses by Segment

The following table provides information regarding changes in the total allowance for credit losses by segment during the three months ended March 31, 2017 and 2016.

Table 48: Changes in the Allowance for Credit Losses

	Three Months Ended March 31,
	2017									2016
(In Millions)	Commercial			Personal			Total			Commercial			Personal			Total
Balance at Beginning of Period	$	104.9		$	87.1		$	192.0		$	114.8		$	118.5		$	233.3
Charge-Offs	(1.1		)	(3.6		)	(4.7		)	(3.5		)	(1.8		)	(5.3		)
Recoveries	1.6			1.1			2.7			1.2			1.4			2.6
Net (Charge-Offs) Recoveries	0.5			(2.5		)	(2.0		)	(2.3		)	(0.4		)	(2.7		)
Provision for Credit Losses	6.4			(7.4		)	(1.0		)	2.7			(0.7		)	2.0
Balance at End of Period	$	111.8		$	77.2		$	189.0		$	115.2		$	117.4		$	232.6

Allowances for Credit Losses and Recorded Investments in Loans and Leases by Segment

The following table provides information regarding the recorded investments in loans and leases and the allowance for credit losses by segment as of March 31, 2017 and December 31, 2016.

Table 49: Recorded Investments in Loans and Leases

	March 31, 2017						December 31, 2016
(In Millions)	Commercial		Personal		Total		Commercial		Personal		Total
Loans and Leases
Specifically Evaluated for Impairment	$	73.6	$	99.2	$	172.8	$	46.9	$	109.2	$	156.1
Evaluated for Inherent Impairment	15,453.8		17,845.2		33,299.0		15,855.4		17,810.6		33,666.0
Total Loans and Leases	15,527.4		17,944.4		33,471.8		15,902.3		17,919.8		33,822.1
Allowance for Credit Losses on Credit Exposures
Specifically Evaluated for Impairment	7.9		0.8		8.7		—		2.1		2.1
Evaluated for Inherent Impairment	83.6		69.7		153.3		83.7		75.2		158.9
Allowance Assigned to Loans and Leases	91.5		70.5		162.0		83.7		77.3		161.0
Allowance for Undrawn Exposures
Commitments and Standby Letters of Credit	20.3		6.7		27.0		21.2		9.8		31.0
Total Allowance for Credit Losses	$	111.8	$	77.2	$	189.0	$	104.9	$	87.1	$	192.0

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Goodwill and Other Intangibles (Tables)

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Changes by Reporting Segment in Carrying Amounts of Goodwill, including Effect of Foreign Exchange Rates on Non-U.S.-Dollar-Denominated Balances

The carrying amounts of goodwill and other intangibles assets, reflecting the effect of foreign exchange rates on non-U.S.-dollar-denominated balances, by reporting segment at March 31, 2017, and December 31, 2016, were as follows:

Table 50: Goodwill by Reporting Segment

(In Millions)	March 31, 2017		December 31, 2016
Corporate & Institutional Services	$	448.3	$	448.4
Wealth Management	71.0		71.0
Total Goodwill	$	519.3	$	519.4

Other Intangible Assets Subject to Amortization

The gross carrying amount and accumulated amortization of other intangible assets subject to amortization as of March 31, 2017 and December 31, 2016, were as follows:

Table 51: Other Intangible Assets

(In Millions)	March 31, 2017		December 31, 2016
Gross Carrying Amount	$	90.9	$	89.0
Less: Accumulated Amortization	49.8		47.2
Net Book Value	$	41.1	$	41.8

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Reporting Segments (Tables)

3 Months Ended

Mar. 31, 2017

Segment Reporting [Abstract]

Earnings Contribution of Northern Trust's Reporting Segments

The following table shows the earnings contributions of Northern Trust’s reporting segments for the three-month periods ended March 31, 2017 and 2016.

Table 52: Results of Reporting Segments

Three Months Ended March 31,	Corporate & Institutional Services						Wealth Management						Treasury and Other						Total Consolidated
($ In Millions)	2017			2016			2017			2016			2017			2016			2017			2016
Noninterest Income
Trust, Investment and Other Servicing Fees	$	462.9		$	433.4		$	345.3		$	314.8		$	—		$	—		$	808.2		$	748.2
Foreign Exchange Trading Income	49.1			51.7			0.9			4.5			(1.9		)	4.3			48.1			60.5
Other Noninterest Income	44.2			45.6			25.5			26.8			4.9			1.1			74.6			73.5
Net Interest Income*	166.5			138.4			177.0			158.5			18.9			17.1			362.4			314.0
Revenue*	722.7			669.1			548.7			504.6			21.9			22.5			1,293.3			1,196.2
Provision for Credit Losses	0.3			(3.2		)	(1.3		)	5.2			—			—			(1.0		)	2.0
Noninterest Expense	510.8			475.3			346.3			326.9			37.4			26.6			894.5			828.8
Income before Income Taxes*	211.6			197.0			203.7			172.5			(15.5		)	(4.1		)	399.8			365.4
Provision for Income Taxes*	66.9			62.2			76.8			64.9			(20.0		)	(7.1		)	123.7			120.0
Net Income	$	144.7		$	134.8		$	126.9		$	107.6		$	4.5		$	3.0		$	276.1		$	245.4
Percentage of Consolidated Net Income	52		%	55		%	46		%	44		%	2		%	1		%	100		%	100		%
Average Assets	$	77,803.5		$	75,372.9		$	26,661.8		$	26,237.8		$	12,011.1		$	11,806.4		$	116,476.4		$	113,417.1

* Non-GAAP financial measures stated on a fully taxable equivalent basis (FTE). Total consolidated includes FTE adjustments of $8.9 million for 2017 and $6.2 millionfor 2016.

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Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

Components of Accumulated Other Comprehensive Income (Loss) (AOCI)

The following tables summarize the components of accumulated other comprehensive income (loss) (AOCI) at March 31, 2017 and 2016, and changes during the three-month periods then ended.

Table 53: Summary of Changes in Accumulated Other Comprehensive Income (Loss)

(In Millions)	Balance at March 31, 2017			Net Change			Balance at December 31, 2016
Net Unrealized Gains (Losses) on Securities Available for Sale	$	(13.1	)	$	19.3		$	(32.4	)
Net Unrealized Gains (Losses) on Cash Flow Hedges	0.8			(5.3		)	6.1
Net Foreign Currency Adjustments	(16.5		)	2.0			(18.5		)
Net Pension and Other Postretirement Benefit Adjustments	(323.2		)	2.0			(325.2		)
Total	$	(352.0	)	$	18.0		$	(370.0	)

(In Millions)	Balance at March 31, 2016			Net Change		Balance at December 31, 2015
Net Unrealized Gains (Losses) on Securities Available for Sale	$	43.7		$	74.7	$	(31.0	)
Net Unrealized Gains (Losses) on Cash Flow Hedges	3.1			6.1		(3.0		)
Net Foreign Currency Adjustments	(13.7		)	3.9		(17.6		)
Net Pension and Other Postretirement Benefit Adjustments	(317.0		)	4.1		(321.1		)
Total	$	(283.9	)	$	88.8	$	(372.7	)

Components of Changes in Accumulated Other Comprehensive Income (Loss)

Table 54: Details of Changes in Accumulated Other Comprehensive Income (Loss)

	Three Months Ended March 31,
	2017									2016
(In Millions)	Before Tax			Tax Effect			After Tax			Before Tax			Tax Effect			After Tax
Unrealized Gains (Losses) on Securities Available for Sale
Other Unrealized Gains (Losses) on Securities Available for Sale	30.9			(11.7		)	19.2			120.5			(45.6		)	74.9
Reclassification Adjustment for (Gains) Losses Included in Net Income	0.2			(0.1		)	0.1			(0.3		)	0.1			(0.2		)
Net Change	31.1			(11.8		)	19.3			120.2			(45.5		)	74.7
Unrealized Gains (Losses) on Cash Flow Hedges
Unrealized Gains (Losses) on Cash Flow Hedges	8.7			(10.8		)	(2.1		)	9.4			(3.7		)	5.7
Reclassification Adjustment for (Gains) Losses Included in Net Income	(5.1		)	1.9			(3.2		)	0.6			(0.2		)	0.4
Net Change	3.6			(8.9		)	(5.3		)	10.0			(3.9		)	6.1
Foreign Currency Adjustments
Foreign Currency Translation Adjustments	22.4			(1.5		)	20.9			17.3			(0.3		)	17.0
Long-Term Intra-Entity Foreign Currency Transaction Gains (Losses)	—			—			—			4.2			(1.0		)	3.2
Net Investment Hedge Gains (Losses)	(30.5		)	11.6			(18.9		)	(26.5		)	10.2			(16.3		)
Reclassification Adjustment for (Gains) Losses Included in Net Income	—			—			—			—			—			—
Net Change	(8.1		)	10.1			2.0			(5.0		)	8.9			3.9
Pension and Other Postretirement Benefit Adjustments
Net Actuarial Gain (Loss)	(2.3		)	—			(2.3		)	—			—			—
Reclassification Adjustment for (Gains) Losses Included in Net Income	6.4			(2.1		)	4.3			6.4			(2.3		)	4.1
Net Change	$	4.1		$	(2.1	)	$	2.0		$	6.4		$	(2.3	)	$	4.1

Reclassification Out of Accumulated Other Comprehensive Income (Loss)

The following table provides the location and before-tax amounts of reclassifications out of AOCI during the three months ended March 31, 2017.

Table 55: Reclassification Adjustment out of Accumulated Other Comprehensive Income (Loss)

(In Millions)	Location of Reclassification Adjustments Recognized in Income	Amount of Reclassification Adjustments Recognized in Income
		Three Months Ended
		March 31, 2017
Securities Available for Sale
Realized (Gains) Losses on Securities Available for Sale	Investment Security Gains (Losses), net	$	0.2
Realized Gains on Cash Flow Hedges
Foreign Exchange Contracts	Other Operating Income/Expense	(5.1		)
Pension and Other Postretirement Benefit Adjustments
Amortization of Net Actuarial Loss	Employee Benefits	6.5
Amortization of Prior Service Cost	Employee Benefits	(0.1		)
Gross Reclassification Adjustment		$	6.4

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Net Income Per Common Share Computations (Tables)

3 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

Computations of Net Income per Common Share

The computations of net income per common share are presented in the following table.

Table 56: Net Income per Common Share

	Three Months Ended March 31,
($ In Millions Except Per Common Share Information)	2017		2016
Basic Net Income Per Common Share
Average Number of Common Shares Outstanding	229,059,540		228,619,089
Net Income	$	276.1	$	245.4
Less: Dividends on Preferred Stock	20.7		5.9
Net Income Applicable to Common Stock	255.4		239.5
Less: Earnings Allocated to Participating Securities	4.5		4.1
Earnings Allocated to Common Shares Outstanding	250.9		235.4
Basic Net Income Per Common Share	$	1.10	$	1.03
Diluted Net Income Per Common Share
Average Number of Common Shares Outstanding	229,059,540		228,619,089
Plus: Dilutive Effect of Share-based Compensation	1,571,336		1,178,856
Average Common and Potential Common Shares	230,630,876		229,797,945
Earnings Allocated to Common and Potential Common Shares	$	250.9	$	235.5
Diluted Net Income Per Common Share	1.09		1.03

Note: Common stock equivalents of 468,381 and 1,796,320for the three months ended March 31, 2017 and 2016, respectively, were not included in the computation of diluted net income per common share because their inclusion would have been antidilutive.

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Net Interest Income (Tables)

3 Months Ended

Mar. 31, 2017

Banking and Thrift, Interest [Abstract]

Components of Net Interest Income

The components of net interest income were as follows:

Table 57: Net Interest Income

	Three Months Ended March 31,
(In Millions)	2017		2016
Interest Income
Loans and Leases	$	213.4	$	200.9
Securities — Taxable	143.2		103.3
— Non-Taxable	2.6		1.1
Interest-Bearing Due from and Deposits with Banks (1)	14.9		17.5
Federal Reserve and Other Central Bank Deposits	36.2		29.2
Total Interest Income	410.3		352.0
Interest Expense
Deposits	27.6		22.2
Federal Funds Purchased	0.5		0.3
Securities Sold Under Agreements to Repurchase	0.9		0.4
Other Borrowings	7.6		2.7
Senior Notes	11.7		11.7
Long-Term Debt	7.4		6.1
Floating Rate Capital Debt	1.1		0.8
Total Interest Expense	56.8		44.2
Net Interest Income	$	353.5	$	307.8

⁽¹⁾ Interest-Bearing Due from and Deposits with Banks includes the interest-bearing component of Cash and Due from Banks and Interest-Bearing Deposits with Banks as presented on the consolidated balance sheets.

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Pension and Postretirement Health Care (Tables)

3 Months Ended

Mar. 31, 2017

Compensation and Retirement Disclosure [Abstract]

Components of Company's Net Periodic Benefit Cost

The following tables set forth the net periodic pension and postretirement benefit expense for Northern Trust’s U.S. and non-U.S. pension plans, supplemental pension plan, and postretirement health care plan for the three months ended March 31, 2017 and 2016.

Table 58: Net Periodic Pension Expense (Benefit)

Net Periodic Pension Expense U.S. Plan	Three Months Ended March 31,
(In Millions)	2017			2016
Service Cost	$	9.6		$	9.3
Interest Cost	11.5			11.5
Expected Return on Plan Assets	(23.5		)	(23.6		)
Amortization
Net Actuarial Loss	4.8			4.7
Prior Service Cost	(0.1		)	(0.1		)
Net Periodic Pension Expense	$	2.3		$	1.8

Net Periodic Pension Expense Non-U.S. Plans	Three Months Ended March 31,
(In Millions)	2017			2016
Interest Cost	$	0.9		$	1.3
Expected Return on Plan Assets	(1.1		)	(1.3		)
Net Actuarial Loss Amortization	0.3			0.3
Net Periodic Pension Expense	$	0.1		$	0.3

Net Periodic Pension Expense Supplemental Plan	Three Months Ended March 31,
(In Millions)	2017		2016
Service Cost	$	0.9	$	0.9
Interest Cost	1.3		1.3
Amortization
Net Actuarial Loss	1.4		1.5
Prior Service Cost	—		—
Net Periodic Pension Expense	$	3.6	$	3.7

Net Periodic Postretirement Expense Postretirement Health Care Plan	Three Months Ended March 31,
(In Millions)	2017		2016
Service Cost	$	—	$	—
Interest Cost	0.4		0.4
Amortization
Net Actuarial (Gain)	—		—
Net Periodic Postretirement Expense	$	0.4	$	0.4

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Share-Based Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Compensation Expense for Share-Based Payment Arrangements and Associated Tax Impacts

Total compensation expense for share-based payment arrangements and the associated tax impacts were as follows for the three months ended March 31, 2017 and 2016.

Table 59: Total Compensation Expense for Share-Based Payment Arrangements

	Three Months Ended March 31,
(In Millions)	2017		2016
Restricted Stock Unit Awards	$	41.2	$	15.3
Stock Options	6.3		6.4
Performance Stock Units	8.5		4.1
Total Share-Based Compensation Expense	56.0		25.8
Tax Benefits Recognized	$	21.2	$	9.7

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Notional and Fair Value Amounts of Client-related and Trading Derivative Financial Instruments

The following table shows the notional and fair values of client-related and trading derivative financial instruments. Notional amounts of derivative financial instruments do not represent credit risk, and are not recorded in the consolidated balance sheets. They are used merely to express the volume of this activity. Northern Trust’s credit-related risk of loss is limited to the positive fair value of the derivative instrument, which is significantly less than the notional amount.

Table 60: Notional and Fair Values of Client-Related and Trading Derivative Financial Instruments

	March 31, 2017						December 31, 2016
	Notional Value		Fair Value				Notional Value		Fair Value
(In Millions)			Asset		Liability				Asset		Liability
Foreign Exchange Contracts	$	286,237.9	$	1,851.8	$	1,832.6	$	273,213.1	$	3,274.2	$	3,221.7
Interest Rate Contracts	6,838.1		76.8		67.3		6,968.3		87.0		85.2
Total	$	293,076.0	$	1,928.6	$	1,899.9	$	280,181.4	$	3,361.2	$	3,306.9

Location and Amount of Gains and Losses Recorded in Consolidated Statements of Income

The following table shows the location and amount of gains and losses recorded in the consolidated statements of income for the three months ended March 31, 2017 and 2016.

Table 61: Location and Amount of Client-Related and Trading Derivative Gains and Losses Recorded in Income

		Amount of Derivative Gain Recognized in Income
	Location of Derivative Gain Recognized in Income	Three Months Ended March 31,
(In Millions)		2017		2016
Foreign Exchange Contracts	Foreign Exchange Trading Income	$	48.1	$	60.5
Interest Rate Contracts	Security Commissions and Trading Income	1.2		4.1
Total		$	49.3	$	64.6

Types and Classifications of Derivative Instruments

The following table identifies the types and classifications of derivative instruments formally designated as hedges under GAAP and used by Northern Trust to manage risk, their notional and fair values, and the respective risks addressed.

Table 62: Notional and Fair Value of Designated Risk Management Derivative Financial Instruments

			March 31, 2017						December 31, 2016
	Derivative Instrument	Risk Classification	Notional Value		Fair Value				Notional Value		Fair Value
(In Millions)					Asset		Liability				Asset		Liability
Fair Value Hedges
Available for Sale Investment Securities	Interest Rate Swap Contracts	Interest Rate	$	3,670.3	$	9.6	$	11.0	$	3,873.4	$	88.3	$	16.8
Senior Notes and Long-Term Subordinated Debt	Interest Rate Swap Contracts	Interest Rate	1,250.0		29.7		3.5		1,250.0		71.8		3.3
Cash Flow Hedges
Forecasted Foreign Currency Denominated Transactions	Foreign Exchange Contracts	Foreign Currency	351.5		10.2		6.2		329.3		8.5		7.8
Foreign Currency Denominated Investment Securities	Foreign Exchange Contracts	Foreign Currency	1,193.9		—		27.7		1,431.6		151.5		0.8
Available for Sale Investment Securities	Interest Rate Contracts	Interest Rate	1,025.0		0.2		3.0		975.0		0.1		2.7
Net Investment Hedges
Net Investments in Non-U.S. Affiliates	Foreign Exchange Contracts	Foreign Currency	2,190.0		18.1		7.5		2,083.6		174.6		10.8
Total			$	9,680.7	$	67.8	$	58.9	$	9,942.9	$	494.8	$	42.2

Gains/Losses of Derivative Financial Instruments

The following table shows the location and amount of derivative gains and losses recognized in the consolidated statements of income related to fair value hedges for the three months ended March 31, 2017 and 2016.

Table 63: Location and Amount of Fair Value Hedge Derivative Gains and Losses Recorded in Income

		Location of Derivative Gain/(Loss) Recognized in Income	Amount of Derivative Gain/(Loss) Recognized in Income
	Derivative Instrument		Three Months Ended March 31,
(In Millions)			2017			2016
Available for Sale Investment Securities	Interest Rate Swap Contracts	Interest Income	$	(2.4	)	$	(34.7	)
Senior Notes and Long-Term Subordinated Debt	Interest Rate Swap Contracts	Interest Expense	3.1			47.4
Total			$	0.7		$	12.7

Cash Flow Hedge Derivative Gains and Losses Recognized in AOCI and the Amounts Reclassified to Earnings

The following table provides cash flow hedge derivative gains and losses recognized in AOCI and the amounts reclassified to income during the three months ended March 31, 2017 and 2016.

Table 64: Cash Flow Hedge Derivative Gains and Losses Recognized in AOCI and Reclassified to Income

(In Millions)	Foreign Exchange Contracts (Before Tax)						Interest Rate  Contracts (Before Tax)
Three Months Ended March 31,	2017			2016			2017			2016
Net Gain/(Loss) Recognized in AOCI	$	8.9		$	4.2		$	(0.2	)	$	5.2
Net Gain/(Loss) Reclassified from AOCI to Net Income
Other Operating Income	0.7			(1.1		)	—			—
Interest Income	4.4			—			0.1			0.9
Other Operating Expense	(0.1		)	(0.4		)	—			—
Total	$	5.0		$	(1.5	)	$	0.1		$	0.9

Net Investment Hedge Gains and Losses Recognized in AOCI

The following table provides net investment hedge gains and losses recognized in AOCI during the three months ended March 31, 2017 and 2016.

Table 65: Net Investment Hedge Gains and Losses Recognized in AOCI

	Hedging Gain / (Loss) Recognized in OCI (Before Tax)
	Three Months Ended March 31,
(In Millions)	2017			2016
Foreign Exchange Contracts	$	(30.5	)	$	(26.5	)
Total	$	(30.5	)	$	(26.5	)

Types of Risk Management Derivative Instruments Not Formally Designated as Hedges, Including Notional Amounts and Fair Values

The following table identifies the types of risk management derivative instruments not formally designated as hedges and their notional amounts and fair values.

Table 66: Notional and Fair Values of Non-Designated Risk Management Derivative Instruments

	March 31, 2017						December 31, 2016
(In Millions)	Notional Value		Fair Value				Notional Value		Fair Value
			Asset		Liability				Asset		Liability
Foreign Exchange Contracts	$	441.6	$	2.1	$	0.6	$	289.6	$	0.8	$	1.8
Other Financial Derivatives (1)	307.6		—		26.4		270.0		—		25.2
Total	$	749.2	$	2.1	$	27.0	$	559.6	$	0.8	$	27.0

⁽¹⁾  This line includes swaps related to sales of certain Visa Class B common shares.

Gains/Losses of Derivative Financial Instruments

The following table provides the location and amount of gains and losses recorded in the consolidated statements of income for the three months ended March 31, 2017 and 2016.

Table 67: Location and Amount of Gains and Losses Recorded in Income for Non-Designated Risk Management Derivative Instruments

(In Millions)	Location of Derivative Gain / (Loss) Recognized in Income	Amount of Derivative Gain / (Loss) Recognized in Income
		Three Months Ended March 31,
		2017			2016
Foreign Exchange Contracts	Other Operating Income	$	1.7		$	2.7
Other Financial Derivatives (1)	Other Operating Income	(2.9		)	(0.8		)
Total		$	(1.2	)	$	1.9

⁽¹⁾  This line includes swaps related to sales of certain Visa Class B common shares

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Offsetting of Assets and Liabilities (Tables)

3 Months Ended

Mar. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of offsetting derivative assets and securities purchased under agreements to resell

The following tables provide information regarding the offsetting of derivative assets and securities purchased under agreements to resell within the consolidated balance sheets as of March 31, 2017 and December 31, 2016.

Table 68: Offsetting of Derivative Assets and Securities Purchased Under Agreements to Resell

March 31, 2017
(In Millions)	Gross Recognized Assets			Gross Amounts Offset		Net Amounts Presented			Gross Amounts Not Offset		Net Amount (3)
Derivative Assets (1)
Foreign Exchange Contracts Over the Counter (OTC)	$	1,414.1		$	884.0	$	530.1		$	—	$	530.1
Interest Rate Swaps OTC	(10.3		)	17.8		(28.1		)	—		(28.1		)
Interest Rate Swaps Exchange Cleared	126.5			20.5		106.0			—		106.0
Cross Product Netting Adjustment	—			19.2		—			—		—
Cross Product Collateral Adjustment	—			411.0		—			—		—
Total Derivatives Subject to a Master Netting Arrangement	1,530.3			1,352.5		177.8			—		177.8
Total Derivatives Not Subject to a Master Netting Arrangement	468.2			—		468.2			—		468.2
Total Derivatives	$	1,998.5		$	1,352.5	$	646.0		$	—	$	646.0
Securities Purchased under Agreements to Resell (2)	$	1,933.8		$	—	$	1,933.8		$	1,933.8	$	—

December 31, 2016
(In Millions)	Gross Recognized Assets		Gross Amounts Offset		Net Amounts Presented		Gross Amounts Not Offset		Net Amount (3)
Derivative Assets (1)
Foreign Exchange Contracts OTC	$	2,800.4	$	1,651.9	$	1,148.5	$	—	$	1,148.5
Interest Rate Swaps OTC	129.8		18.2		111.6		—		111.6
Interest Rate Swaps Exchange Cleared	117.4		21.8		95.6		—		95.6
Cross Product Netting Adjustment	—		17.2		—		—		—
Cross Product Collateral Adjustment	—		461.3		—		—		—
Total Derivatives Subject to a Master Netting Arrangement	3,047.6		2,170.4		877.2		—		877.2
Total Derivatives Not Subject to a Master Netting Arrangement	809.2		—		809.2		—		809.2
Total Derivatives	3,856.8		2,170.4		1,686.4		—		1,686.4
Securities Purchased under Agreements to Resell (2)	$	1,967.5	$	—	$	1,967.5	$	1,967.5	$	—

⁽¹⁾  Derivative assets are reported in other assets in the consolidated balance sheets. Other assets (excluding derivative assets) totaled $3.3 billion as of March 31, 2017 and December 31, 2016, respectively.

⁽²⁾  Securities purchased under agreements to resell are reported in federal funds sold and securities purchased under agreements to resell in the consolidated balance sheets. There were no Federal funds sold and $6.8 million Federal funds sold as of March 31, 2017 and December 31, 2016, respectively.

⁽³⁾  Northern Trust did not possess any cash collateral that was not offset in the consolidated balance sheets that could have been used to offset the net amounts presented in the consolidated balance sheets as of March 31, 2017 and December 31, 2016.

Schedule of offsetting derivative liabilities and securities sold under agreements to repurchase

The following tables provide information regarding the offsetting of derivative liabilities and securities sold under agreements to repurchase within the consolidated balance sheets as of March 31, 2017 and December 31, 2016.

Table 69: Offsetting of Derivative Liabilities and Securities Sold Under Agreements to Repurchase

March 31, 2017
(In Millions)	Gross Recognized Liabilities		Gross Amounts Offset		Net Amounts Presented		Gross Amounts Not Offset		Net Amount (2)
Derivative Liabilities (1)
Foreign Exchange Contracts OTC	$	1,275.1	$	884.0	$	391.1	$	—	$	391.1
Interest Rate Swaps OTC	64.3		17.8		46.5		—		46.5
Interest Rate Swaps Exchange Cleared	20.5		20.5		—		—		—
Other Financial Derivatives	26.4		—		26.4		—		26.4
Cross Product Netting Adjustment	—		19.2		—		—		—
Cross Product Collateral Adjustment	—		207.2		—		—		—
Total Derivatives Subject to a Master Netting Arrangement	1,386.3		1,148.7		237.6		—		237.6
Total Derivatives Not Subject to a Master Netting Arrangement	599.6		—		599.6		—		599.6
Total Derivatives	1,985.9		1,148.7		837.2		—		837.2
Securities Sold under Agreements to Repurchase	$	433.2	$	—	$	433.2	$	433.2	$	—

December 31, 2016
(In Millions)	Gross Recognized Liabilities		Gross Amounts Offset		Net Amounts Presented		Gross Amounts Not Offset		Net Amount (2)
Derivative Liabilities (1)
Foreign Exchange Contracts OTC	$	2,634.4	$	1,651.9	$	982.5	$	—	$	982.5
Interest Rate Swaps OTC	86.2		18.2		68.0		—		68.0
Interest Rate Swaps Exchange Cleared	21.8		21.8		—		—		—
Other Financial Derivatives	25.2		—		25.2				25.2
Cross Product Netting Adjustment	—		17.2		—		—		—
Cross Product Collateral Adjustment	—		722.1		—		—		—
Total Derivatives Subject to a Master Netting Arrangement	2,767.6		2,431.2		336.4		—		336.4
Total Derivatives Not Subject to a Master Netting Arrangement	608.5		—		608.5		—		608.5
Total Derivatives	3,376.1		2,431.2		944.9		—		944.9
Securities Sold under Agreements to Repurchase	$	473.7	$	—	$	473.7	$	473.7	$	—

⁽¹⁾  Derivative liabilities are reported in other liabilities in the consolidated balance sheets. Other liabilities (excluding derivative liabilities) totaled $2.2 billion and $2.7 billion as of March 31, 2017 and December 31, 2016, respectively.

⁽²⁾  Northern Trust did not place any cash collateral with counterparties that was not offset in the consolidated balance sheets that could have been used to offset the net amounts presented in the consolidated balance sheets as of March 31, 2017 and December 31, 2016.

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Basis of Presentation ( Effect of the Change in Presentation on Consolidated Statements of Cash Flows and Related Footnotes) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Interest-Bearing Deposits with Banks	$ (327.8)	$ 721.9
Net Change in Federal Reserve Deposits		0.0
Net Change in Federal Reserve and Other Central Bank Deposits	767.1	1,987.3
Net Cash Provided by Investing Activities	1,026.5	662.5
Effect of Foreign Currency Exchange Rates on Cash	213.6	203.1
Increase in Cash and Due from Banks	(682.8)	569.9
Cash and Due from Banks at Beginning of Year	5,332.0	6,418.5
Cash and Due from Banks at End of Period	4,649.2	6,988.4
Interest-Bearing Deposits with Banks	5,247.8	17.5	$ 4,800.6
Federal Reserve Bank Stock		0.0
Federal Reserve and Other Central Bank Deposits	$ 25,959.5	29.2	$ 26,674.2
Change In Presentation Of Federal Reserve and Foreign Bank Deposits | Previously Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Interest-Bearing Deposits with Banks		716.7
Net Change in Federal Reserve Deposits		1,983.2
Net Change in Federal Reserve and Other Central Bank Deposits		0.0
Net Cash Provided by Investing Activities		653.2
Effect of Foreign Currency Exchange Rates on Cash		202.9
Increase in Cash and Due from Banks		560.4
Cash and Due from Banks at Beginning of Year		6,444.6
Cash and Due from Banks at End of Period		7,005.0
Interest-Bearing Deposits with Banks		23.7
Federal Reserve Bank Stock		23.0
Federal Reserve and Other Central Bank Deposits		0.0
Change In Presentation Of Federal Reserve and Foreign Bank Deposits | Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Interest-Bearing Deposits with Banks		5.2
Net Change in Federal Reserve Deposits		(1,983.2)
Net Change in Federal Reserve and Other Central Bank Deposits		1,987.3
Net Cash Provided by Investing Activities		9.3
Effect of Foreign Currency Exchange Rates on Cash		0.2
Increase in Cash and Due from Banks		9.5
Cash and Due from Banks at Beginning of Year		(26.1)
Cash and Due from Banks at End of Period		(16.6)
Interest-Bearing Deposits with Banks		(6.2)
Federal Reserve Bank Stock		(23.0)
Federal Reserve and Other Central Bank Deposits		$ 29.2

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Basis of Presentation (Adoption of ASU No. 2016-09) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
New Accounting Pronouncement, Early Adoption [Line Items]
Provision for Income Taxes	$ (114.8)	$ (113.8)
Net Income	276.1	245.4
Earnings Allocated to Participating Securities	4.5	4.1
Net Income Applicable to Common Stock	$ 255.4	$ 239.5
Effective Tax Rate	29.40%	31.70%
Basic Earnings per Share	$ 1.10	$ 1.03
Diluted Earnings per Share	$ 1.09	$ 1.03
Diluted Weighted Average Shares Outstanding (000s)	230,630,876	229,797,945
Additional Paid-In Capital	$ 1,010.2		$ 1,035.8
Retained Earnings	$ 9,074.4		$ 8,908.4
Accounting Standards Update 2016-09
New Accounting Pronouncement, Early Adoption [Line Items]
Provision for Income Taxes		$ 3.6
Accounting Standards Update 2016-09 | As Reported
New Accounting Pronouncement, Early Adoption [Line Items]
Provision for Income Taxes		117.4
Net Income		241.8
Earnings Allocated to Participating Securities		4.1
Net Income Applicable to Common Stock		$ 235.9
Effective Tax Rate		32.70%
Basic Earnings per Share		$ 1.01
Diluted Earnings per Share		$ 1.01
Diluted Weighted Average Shares Outstanding (000s)		229,980,000
Additional Paid-In Capital		$ 1,022.1
Retained Earnings		8,394.8
Accounting Standards Update 2016-09 | As Adjusted
New Accounting Pronouncement, Early Adoption [Line Items]
Provision for Income Taxes		113.8
Net Income		245.4
Earnings Allocated to Participating Securities		4.1
Net Income Applicable to Common Stock		$ 239.5
Effective Tax Rate		31.70%
Basic Earnings per Share		$ 1.03
Diluted Earnings per Share		$ 1.03
Diluted Weighted Average Shares Outstanding (000s)		229,798,000
Additional Paid-In Capital		$ 1,018.5
Retained Earnings		$ 8,398.4

XML

Fair Value Measurements (Narrative) (Details) shares in Millions	3 Months Ended
	Mar. 31, 2017 USD ($) Securities	Mar. 31, 2016 USD ($)	Dec. 31, 2016 USD ($) Securities	Jun. 30, 2016 shares	Jun. 30, 2015 shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for Sale	$ 34,997,600,000		$ 35,579,800,000
Trading account securities	1,400,000		$ 300,000
Transfers into Level 3 assets	0	$ 0
Transfers out of Level 3 assets	0	0
Transfers into Level 3 liabilities	0	0
Transfers out of Level 3 liabilities	$ 0	0
Visa Class B
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Shares issued | shares				1.1	1.0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of available for sale securities portfolio | Securities	1,434		1,409
Available for Sale	$ 28,200,000,000		$ 28,100,000,000
Level 2 | External Pricing
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of available for sale securities portfolio | Securities	1,434		1,409
Trading account securities	$ 1,400,000		$ 300,000
Fair Value, Measurements, Nonrecurring | Level 3 | Loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	28,700,000	10,100,000	6,700,000
Fair Value, Measurements, Nonrecurring | Level 3 | OREO
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 600,000	$ 2,500,000	$ 700,000

XML

Fair Value Measurements (Level 3 Significant Unobservable Inputs) (Details) - Fair Value, Measurements, Recurring - Level 3 - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Swaps Related to Sale of Certain Visa Class B Common Shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value swaps	$ 26.4	$ 25.2
Swaps Related to Sale of Certain Visa Class B Common Shares | Group One
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Valuation technique	Discounted Cash Flow	Discounted Cash Flow
Unobservable inputs	Visa Class A Appreciation	Visa Class A Appreciation
Swaps Related to Sale of Certain Visa Class B Common Shares | Group Two
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unobservable inputs	Conversion Rate	Conversion Rate
Swaps Related to Sale of Certain Visa Class B Common Shares | Group Three
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unobservable inputs	Expected Duration	Expected Duration
Swaps Related to Sale of Certain Visa Class B Common Shares | Lower Limit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial instrument visa class A appreciation	7.00%	7.00%
Financial instrument conversion rate	1.63%	1.63%
Financial instrument expected conversion rate	1 year 3 months	1 year 6 months
Swaps Related to Sale of Certain Visa Class B Common Shares | Upper Limit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial instrument visa class A appreciation	11.00%	11.00%
Financial instrument conversion rate	1.65%	1.65%
Financial instrument expected conversion rate	4 years 3 months	4 years 6 months
Auction Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value auction rate securities	$ 4.3	$ 4.7
Auction Rate | Group One
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Valuation technique	Comparables	Comparables
Unobservable inputs	Price	Price
Auction Rate | Lower Limit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial instruments fair value assumptions price per share	$ 84	$ 84
Auction Rate | Upper Limit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial instruments fair value assumptions price per share	$ 99	$ 99

XML

Fair Value Measurements (Recurring Basis Hierarchy Leveling) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	$ 34,997.6	$ 35,579.8
Trading Account	1.4	0.3
Derivative Assets	1,998.5	3,856.8
Net Amount	646.0	1,686.4
Derivative Liabilities	837.2	944.9
Gross amounts offset, total derivatives subject to a master netting arrangement, assets	1,352.5	2,170.4
Gross amounts offset, total derivatives subject to a master netting arrangement, liabilities	1,148.7	2,431.2
Cross Product Collateral Adjustment
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Gross amounts offset, total derivatives subject to a master netting arrangement, assets	411.0	461.3
Gross amounts offset, total derivatives subject to a master netting arrangement, liabilities	207.2	722.1
Level 2
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	28,200.0	28,100.0
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Total Available for Sale and Trading Securities	34,999.0	35,580.1
Fair Value, Measurements, Recurring | Securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	34,997.6	35,579.8
Trading Account	1.4	0.3
Fair Value, Measurements, Recurring | Securities | U.S. Government
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	6,830.2	7,522.6
Fair Value, Measurements, Recurring | Securities | Obligations of States and Political Subdivisions
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	951.5	885.2
Fair Value, Measurements, Recurring | Securities | Government Sponsored Agency
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	17,936.4	17,892.8
Fair Value, Measurements, Recurring | Securities | Non-U.S. Government
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	218.1	417.9
Fair Value, Measurements, Recurring | Securities | Corporate Debt
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	3,559.0	3,765.2
Fair Value, Measurements, Recurring | Securities | Covered Bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	884.9	1,143.9
Fair Value, Measurements, Recurring | Securities | Sub-Sovereign, Supranational and Non-U.S. Agency Bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	1,761.3
Fair Value, Measurements, Recurring | Securities | Other Asset-Backed
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	2,351.9	2,085.1
Fair Value, Measurements, Recurring | Securities | Auction Rate
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	4.3	4.7
Fair Value, Measurements, Recurring | Securities | Commercial Mortgage-Backed
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	456.2	471.6
Fair Value, Measurements, Recurring | Securities | Other
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	43.8	50.1
Fair Value, Measurements, Recurring | Other Assets
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivative assets, subject to netting arrangement	(1,352.5)	(2,170.4)
Net Amount	646.0	1,686.4
Fair Value, Measurements, Recurring | Other Assets | Foreign Exchange Contracts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Net Amount	1,882.3	3,609.6
Fair Value, Measurements, Recurring | Other Assets | Interest Rate Contracts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Net Amount	116.2	247.2
Fair Value, Measurements, Recurring | Other Liabilities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivative Liabilities	837.2	944.9
Derivative liabilities, subject to netting arrangements	(1,148.7)	(2,431.2)
Fair Value, Measurements, Recurring | Other Liabilities | Foreign Exchange Contracts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivative Liabilities	1,874.7	3,242.9
Fair Value, Measurements, Recurring | Other Liabilities | Interest Rate Contracts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivative Liabilities	84.8	108.0
Fair Value, Measurements, Recurring | Other Liabilities | Other Financial Derivatives
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivative Liabilities	26.4	25.2
Fair Value, Measurements, Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Total Available for Sale and Trading Securities	6,830.2	7,522.6
Fair Value, Measurements, Recurring | Level 1 | Securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	6,830.2	7,522.6
Fair Value, Measurements, Recurring | Level 1 | Securities | U.S. Government
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	6,830.2	7,522.6
Fair Value, Measurements, Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Total Available for Sale and Trading Securities	28,164.5	28,052.8
Fair Value, Measurements, Recurring | Level 2 | Securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	28,163.1	28,052.5
Trading Account	1.4	0.3
Fair Value, Measurements, Recurring | Level 2 | Securities | Obligations of States and Political Subdivisions
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	951.5	885.2
Fair Value, Measurements, Recurring | Level 2 | Securities | Government Sponsored Agency
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	17,936.4	17,892.8
Fair Value, Measurements, Recurring | Level 2 | Securities | Non-U.S. Government
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	218.1	417.9
Fair Value, Measurements, Recurring | Level 2 | Securities | Corporate Debt
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	3,559.0	3,765.2
Fair Value, Measurements, Recurring | Level 2 | Securities | Covered Bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	884.9	1,143.9
Fair Value, Measurements, Recurring | Level 2 | Securities | Sub-Sovereign, Supranational and Non-U.S. Agency Bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	1,761.3	1,340.7
Fair Value, Measurements, Recurring | Level 2 | Securities | Other Asset-Backed
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	2,351.9	2,085.1
Fair Value, Measurements, Recurring | Level 2 | Securities | Commercial Mortgage-Backed
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	456.2	471.6
Fair Value, Measurements, Recurring | Level 2 | Securities | Other
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	43.8	50.1
Fair Value, Measurements, Recurring | Level 2 | Other Assets
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivative Assets	1,998.5	3,856.8
Fair Value, Measurements, Recurring | Level 2 | Other Assets | Foreign Exchange Contracts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivative Assets	1,882.3	3,609.6
Fair Value, Measurements, Recurring | Level 2 | Other Assets | Interest Rate Contracts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivative Assets	116.2	247.2
Fair Value, Measurements, Recurring | Level 2 | Other Liabilities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivative Liabilities	1,959.5	3,350.9
Fair Value, Measurements, Recurring | Level 2 | Other Liabilities | Foreign Exchange Contracts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivative Liabilities	1,874.7	3,242.9
Fair Value, Measurements, Recurring | Level 2 | Other Liabilities | Interest Rate Contracts
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivative Liabilities	84.8	108.0
Fair Value, Measurements, Recurring | Level 2 | Other Liabilities | Other Financial Derivatives
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivative Liabilities	0.0	0.0
Fair Value, Measurements, Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Total Available for Sale and Trading Securities	4.3	4.7
Fair Value, Measurements, Recurring | Level 3 | Securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	4.3	4.7
Fair Value, Measurements, Recurring | Level 3 | Securities | Auction Rate
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair Value	4.3	4.7
Fair Value, Measurements, Recurring | Level 3 | Other Liabilities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivative Liabilities	26.4	25.2
Fair Value, Measurements, Recurring | Level 3 | Other Liabilities | Other Financial Derivatives
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivative Liabilities	$ 26.4	$ 25.2

XML

Fair Value Measurements (Changes in Level 3 Assets) (Details) - Auction Rate - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value assets beginning balance	$ 4.7	$ 17.1
Total Gains (Losses):
Included in Earnings	0.0	0.0
Included in Other Comprehensive Income (1)	0.0	(0.4)
Purchases, Issues, Sales, and Settlements
Sales	0.0	(0.1)
Settlements	(0.4)	0.0
Fair value assets ending balance	$ 4.3	$ 16.6

XML

Fair Value Measurements (Changes in Level 3 Liabilities) (Details) - Swaps Related to Sale of Certain Visa Class B Common Shares - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value liabilities beginning balance	$ 25.2	$ 10.8
Total (Gains) Losses:
Included in Earnings (1)	2.9	(0.3)
Included in Other Comprehensive Income	0.0	0.0
Purchases, Issues, Sales, and Settlements
Purchases	0.0	0.0
Settlements	(1.7)	(0.8)
Fair value liabilities ending balance	$ 26.4	$ 9.7

XML

Fair Value Measurements (Nonrecurring Basis Significant Unobservable Inputs) (Details) - Fair Value, Measurements, Nonrecurring - Level 3 - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016
Loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 28.7	$ 6.7	$ 10.1
Valuation Technique	Market Approach	Market Approach
Unobservable Input	Discount to reflect realizable value	Discount to reflect realizable value
OREO
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 0.6	$ 0.7	$ 2.5
Valuation Technique	Market Approach	Market Approach
Unobservable Input	Discount to reflect realizable value	Discount to reflect realizable value
Lower Limit | Loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Range of Discounts Applied	15.00%	15.00%
Lower Limit | OREO
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Range of Discounts Applied	15.00%	15.00%
Upper Limit | Loans
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Range of Discounts Applied	25.00%	25.00%
Upper Limit | OREO
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Range of Discounts Applied	20.00%	20.00%

XML

Fair Value Measurements (Fair Value of Financial Instruments) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Assets
Cash and Due from Banks	$ 4,649.2	$ 5,332.0	$ 6,988.4	$ 6,418.5
Federal Reserve and Other Central Bank Deposits	25,959.5	26,674.2	29.2
Interest-Bearing Deposits with Banks	5,247.8	4,800.6	$ 17.5
Federal Funds Sold and Securities Purchased under Agreements to Resell	1,933.8	1,974.3
Securities
Available for Sale (Note)	34,997.6	35,579.8
Held to Maturity	8,938.4	8,921.1
Trading Account	1.4	0.3
Loans (excluding Leases)
Client Security Settlement Receivables	1,559.9	1,043.7
Deposits
Savings Certificates and Other Time	1,346.8	1,331.7
Non U.S. Offices Interest-Bearing	52,757.3	53,648.1
Federal Funds Purchased	369.5	204.8
Securities Sold Under Agreements to Repurchase	433.2	473.7
Other Borrowings	4,077.1	5,109.5
Senior Notes	1,496.8	1,496.6
Long Term Debt (excluding Leases)
Floating Rate Capital Debt	277.4	277.4
Derivative Instruments
Fair value asset	1,530.3	3,047.6
Fair value liability	1,386.3	2,767.6
Other Financial Derivatives
Derivative Instruments
Fair value liability	26.4	25.2
Asset And Liability Management
Derivative Instruments
Fair value asset	67.8	494.8
Fair value liability	58.9	42.2
Client Related and Trading
Derivative Instruments
Fair value asset	1,928.6	3,361.2
Fair value liability	1,899.9	3,306.9
Client Related and Trading | Foreign Exchange Contracts
Derivative Instruments
Fair value asset	1,851.8	3,274.2
Fair value liability	1,832.6	3,221.7
Client Related and Trading | Interest Rate Contracts
Derivative Instruments
Fair value asset	76.8	87.0
Fair value liability	67.3	85.2
Level 2
Securities
Available for Sale (Note)	28,200.0	28,100.0
Carrying (Reported) Amount, Fair Value Disclosure
Assets
Cash and Due from Banks	4,649.2	5,332.0
Federal Reserve and Other Central Bank Deposits	25,959.5	26,674.2
Interest-Bearing Deposits with Banks	5,247.8	4,800.6
Federal Funds Sold and Securities Purchased under Agreements to Resell	1,933.8	1,974.3
Securities
Available for Sale (Note)	34,997.6	35,579.8
Held to Maturity	8,938.4	8,921.1
Trading Account	1.4	0.3
Loans (excluding Leases)
Held for Investment	33,056.5	33,354.1
Held for Sale	0.0	13.4
Client Security Settlement Receivables	1,559.9	1,043.7
Other Assets
Federal Reserve and Federal Home Loan Bank Stock	158.1	203.1
Community Development Investments	209.8	218.9
Employee Benefit and Deferred Compensation	185.2	166.2
Deposits
Demand, Noninterest-Bearing, Savings and Money Market	46,425.4	46,671.9
Savings Certificates and Other Time	1,346.8	1,331.7
Non U.S. Offices Interest-Bearing	52,757.3	53,648.1
Federal Funds Purchased	369.5	204.8
Securities Sold Under Agreements to Repurchase	433.2	473.7
Other Borrowings	4,077.1	5,109.5
Senior Notes	1,496.8	1,496.6
Long Term Debt (excluding Leases)
Subordinated Debt	1,302.5	1,307.9
Floating Rate Capital Debt	277.4	277.4
Other Liabilities
Standby Letters of Credit	36.8	37.2
Loan Commitments	37.5	41.2
Carrying (Reported) Amount, Fair Value Disclosure | Asset And Liability Management | Foreign Exchange Contracts
Derivative Instruments
Fair value asset	30.5	335.4
Fair value liability	42.1	21.2
Carrying (Reported) Amount, Fair Value Disclosure | Asset And Liability Management | Interest Rate Contracts
Derivative Instruments
Fair value asset	39.4	160.2
Fair value liability	17.5	22.8
Carrying (Reported) Amount, Fair Value Disclosure | Asset And Liability Management | Other Financial Derivatives
Derivative Instruments
Fair value liability	26.4	25.2
Carrying (Reported) Amount, Fair Value Disclosure | Client Related and Trading | Foreign Exchange Contracts
Derivative Instruments
Fair value asset	1,851.8	3,274.2
Fair value liability	1,832.6	3,221.7
Carrying (Reported) Amount, Fair Value Disclosure | Client Related and Trading | Interest Rate Contracts
Derivative Instruments
Fair value asset	76.8	87.0
Fair value liability	67.3	85.2
Estimate of Fair Value, Fair Value Disclosure
Assets
Cash and Due from Banks	4,649.2	5,332.0
Federal Reserve and Other Central Bank Deposits	25,959.5	26,674.2
Interest-Bearing Deposits with Banks	5,247.8	4,800.6
Federal Funds Sold and Securities Purchased under Agreements to Resell	1,933.8	1,974.3
Securities
Available for Sale (Note)	34,997.6	35,579.8
Held to Maturity	8,933.4	8,905.1
Trading Account	1.4	0.3
Loans (excluding Leases)
Held for Investment	33,151.9	33,471.3
Held for Sale	0.0	13.4
Client Security Settlement Receivables	1,559.9	1,043.7
Other Assets
Federal Reserve and Federal Home Loan Bank Stock	158.1	203.1
Community Development Investments	209.8	215.5
Employee Benefit and Deferred Compensation	182.3	162.5
Deposits
Demand, Noninterest-Bearing, Savings and Money Market	46,425.4	46,671.9
Savings Certificates and Other Time	1,351.4	1,337.5
Non U.S. Offices Interest-Bearing	52,757.3	53,648.1
Federal Funds Purchased	369.5	204.8
Securities Sold Under Agreements to Repurchase	433.2	473.7
Other Borrowings	4,079.7	5,113.4
Senior Notes	1,537.3	1,535.5
Long Term Debt (excluding Leases)
Subordinated Debt	1,315.5	1,316.0
Floating Rate Capital Debt	252.6	251.0
Other Liabilities
Standby Letters of Credit	36.8	37.2
Loan Commitments	37.5	41.2
Estimate of Fair Value, Fair Value Disclosure | Asset And Liability Management | Foreign Exchange Contracts
Derivative Instruments
Fair value asset	30.5	335.4
Fair value liability	42.1	21.2
Estimate of Fair Value, Fair Value Disclosure | Asset And Liability Management | Interest Rate Contracts
Derivative Instruments
Fair value asset	39.4	160.2
Fair value liability	17.5	22.8
Estimate of Fair Value, Fair Value Disclosure | Asset And Liability Management | Other Financial Derivatives
Derivative Instruments
Fair value liability	26.4	25.2
Estimate of Fair Value, Fair Value Disclosure | Client Related and Trading | Foreign Exchange Contracts
Derivative Instruments
Fair value asset	1,851.8	3,274.2
Fair value liability	1,832.6	3,221.7
Estimate of Fair Value, Fair Value Disclosure | Client Related and Trading | Interest Rate Contracts
Derivative Instruments
Fair value asset	76.8	87.0
Fair value liability	67.3	85.2
Estimate of Fair Value, Fair Value Disclosure | Level 1
Assets
Cash and Due from Banks	4,649.2	5,332.0
Securities
Available for Sale (Note)	6,830.2	7,522.6
Held to Maturity	6.0	15.0
Other Assets
Employee Benefit and Deferred Compensation	118.3	107.2
Deposits
Demand, Noninterest-Bearing, Savings and Money Market	46,425.4	46,671.9
Estimate of Fair Value, Fair Value Disclosure | Level 2
Assets
Federal Reserve and Other Central Bank Deposits	25,959.5	26,674.2
Interest-Bearing Deposits with Banks	5,247.8	4,800.6
Federal Funds Sold and Securities Purchased under Agreements to Resell	1,933.8	1,974.3
Securities
Available for Sale (Note)	28,163.1	28,052.5
Held to Maturity	8,927.4	8,890.1
Trading Account	1.4	0.3
Loans (excluding Leases)
Client Security Settlement Receivables	1,559.9	1,043.7
Other Assets
Federal Reserve and Federal Home Loan Bank Stock	158.1	203.1
Community Development Investments	209.8	215.5
Employee Benefit and Deferred Compensation	64.0	55.3
Deposits
Savings Certificates and Other Time	1,351.4	1,337.5
Non U.S. Offices Interest-Bearing	52,757.3	53,648.1
Federal Funds Purchased	369.5	204.8
Securities Sold Under Agreements to Repurchase	433.2	473.7
Other Borrowings	4,079.7	5,113.4
Senior Notes	1,537.3	1,535.5
Long Term Debt (excluding Leases)
Subordinated Debt	1,315.5	1,316.0
Floating Rate Capital Debt	252.6	251.0
Estimate of Fair Value, Fair Value Disclosure | Level 2 | Asset And Liability Management | Foreign Exchange Contracts
Derivative Instruments
Fair value asset	30.5	335.4
Fair value liability	42.1	21.2
Estimate of Fair Value, Fair Value Disclosure | Level 2 | Asset And Liability Management | Interest Rate Contracts
Derivative Instruments
Fair value asset	39.4	160.2
Fair value liability	17.5	22.8
Estimate of Fair Value, Fair Value Disclosure | Level 2 | Asset And Liability Management | Other Financial Derivatives
Derivative Instruments
Fair value liability	0.0	0.0
Estimate of Fair Value, Fair Value Disclosure | Level 2 | Client Related and Trading | Foreign Exchange Contracts
Derivative Instruments
Fair value asset	1,851.8	3,274.2
Fair value liability	1,832.6	3,221.7
Estimate of Fair Value, Fair Value Disclosure | Level 2 | Client Related and Trading | Interest Rate Contracts
Derivative Instruments
Fair value asset	76.8	87.0
Fair value liability	67.3	85.2
Estimate of Fair Value, Fair Value Disclosure | Level 3
Securities
Available for Sale (Note)	4.3	4.7
Loans (excluding Leases)
Held for Investment	33,151.9	33,471.3
Held for Sale	0.0	13.4
Other Liabilities
Standby Letters of Credit	36.8	37.2
Loan Commitments	37.5	41.2
Estimate of Fair Value, Fair Value Disclosure | Level 3 | Asset And Liability Management | Other Financial Derivatives
Derivative Instruments
Fair value liability	$ 26.4	$ 25.2

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Securities (Narrative) (Details)	3 Months Ended
	Mar. 31, 2017 USD ($) Investment	Mar. 31, 2016 USD ($)	Dec. 31, 2016 USD ($)
Schedule of Trading Securities and Other Trading Assets [Line Items]
Investment Security Gains, net	$ 300,000	$ (300,000)
Other Than Temporary Impairment Losses	100,000	0
Gross proceeds from sale of securities	541,300,000	513,600,000
Gross realized securities losses	$ 200,000
Gross realized securities gains		300,000
Number of securities in an unrealized loss position | Investment	1,074
Total fair value	$ 19,997,500,000		$ 22,040,200,000
Total unrealized losses	152,800,000		$ 176,000,000
Net impairment losses recognized in earnings		$ 0
Government Sponsored Agency
Schedule of Trading Securities and Other Trading Assets [Line Items]
Total unrealized losses	63,600,000
Corporate Debt
Schedule of Trading Securities and Other Trading Assets [Line Items]
Total unrealized losses	$ 23,000,000
Percent of corporate debt portfolio	35.00%
Other | Community Reinvestment Act CRA
Schedule of Trading Securities and Other Trading Assets [Line Items]
Total unrealized losses	$ 34,000,000
Auction Rate
Schedule of Trading Securities and Other Trading Assets [Line Items]
Total unrealized losses	$ 300,000

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Securities (Reconciliation of Amortized Cost to Fair Value of Securities Available for Sale) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Investment Holdings [Line Items]
Amortized Cost	$ 35,018.7	$ 35,631.9
Gross unrealized, gains	92.9	78.7
Gross unrealized, losses	114.0	130.8
Fair Value	34,997.6	35,579.8
U.S. Government
Investment Holdings [Line Items]
Amortized Cost	6,815.5	7,514.5
Gross unrealized, gains	27.9	22.4
Gross unrealized, losses	13.2	14.3
Fair Value	6,830.2	7,522.6
Obligations of States and Political Subdivisions
Investment Holdings [Line Items]
Amortized Cost	953.2	890.8
Gross unrealized, gains	0.2	0.0
Gross unrealized, losses	1.9	5.6
Fair Value	951.5	885.2
Government Sponsored Agency
Investment Holdings [Line Items]
Amortized Cost	17,947.4	17,914.1
Gross unrealized, gains	52.6	49.3
Gross unrealized, losses	63.6	70.6
Fair Value	17,936.4	17,892.8
Non-U.S. Government
Investment Holdings [Line Items]
Amortized Cost	219.8	420.0
Gross unrealized, gains	0.0	0.0
Gross unrealized, losses	1.7	2.1
Fair Value	218.1	417.9
Corporate Debt
Investment Holdings [Line Items]
Amortized Cost	3,578.0	3,787.4
Gross unrealized, gains	3.6	2.6
Gross unrealized, losses	22.6	24.8
Fair Value	3,559.0	3,765.2
Covered Bonds
Investment Holdings [Line Items]
Amortized Cost	887.3	1,148.6
Gross unrealized, gains	1.1	0.8
Gross unrealized, losses	3.5	5.5
Fair Value	884.9	1,143.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds
Investment Holdings [Line Items]
Amortized Cost	1,761.0	1,343.6
Gross unrealized, gains	3.1	0.9
Gross unrealized, losses	2.8	3.8
Fair Value	1,761.3	1,340.7
Other Asset-Backed
Investment Holdings [Line Items]
Amortized Cost	2,349.0	2,083.7
Gross unrealized, gains	4.4	2.7
Gross unrealized, losses	1.5	1.3
Fair Value	2,351.9	2,085.1
Auction Rate
Investment Holdings [Line Items]
Amortized Cost	4.6	5.0
Gross unrealized, gains	0.0	0.0
Gross unrealized, losses	0.3	0.3
Fair Value	4.3	4.7
Commercial Mortgage-Backed
Investment Holdings [Line Items]
Amortized Cost	459.1	474.1
Gross unrealized, gains	0.0	0.0
Gross unrealized, losses	2.9	2.5
Fair Value	456.2	471.6
Other
Investment Holdings [Line Items]
Amortized Cost	43.8	50.1
Gross unrealized, gains	0.0	0.0
Gross unrealized, losses	0.0	0.0
Fair Value	$ 43.8	$ 50.1

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Securities (Reconciliation of Amortized Cost to Fair Value of Securities Held to Maturity) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Schedule of Held-to-maturity Securities [Line Items]
Total	$ 8,938.4	$ 8,921.1
Gross Unrealized Gains	33.8	29.2
Gross Unrealized Losses	38.8	45.2
Fair Value	8,933.4	8,905.1
U.S. Government
Schedule of Held-to-maturity Securities [Line Items]
Total	6.0	15.0
Gross Unrealized Gains	0.0	0.0
Gross Unrealized Losses	0.0	0.0
Fair Value	6.0	15.0
Obligations of States and Political Subdivisions
Schedule of Held-to-maturity Securities [Line Items]
Total	49.0	63.6
Gross Unrealized Gains	2.6	2.7
Gross Unrealized Losses	0.0	0.0
Fair Value	51.6	66.3
Government Sponsored Agency
Schedule of Held-to-maturity Securities [Line Items]
Total	6.8	7.4
Gross Unrealized Gains	0.5	0.5
Gross Unrealized Losses	0.0	0.0
Fair Value	7.3	7.9
Corporate Debt
Schedule of Held-to-maturity Securities [Line Items]
Total	252.6	231.2
Gross Unrealized Gains	0.1	0.2
Gross Unrealized Losses	0.4	0.4
Fair Value	252.3	231.0
Covered Bonds
Schedule of Held-to-maturity Securities [Line Items]
Total	2,295.6	2,051.6
Gross Unrealized Gains	11.6	10.1
Gross Unrealized Losses	2.7	3.7
Fair Value	2,304.5	2,058.0
Non-U.S. Government
Schedule of Held-to-maturity Securities [Line Items]
Total	3,282.6	3,517.5
Gross Unrealized Gains	6.6	4.9
Gross Unrealized Losses	0.4	2.3
Fair Value	3,288.8	3,520.1
Certificates of Deposit
Schedule of Held-to-maturity Securities [Line Items]
Total	306.5	606.0
Gross Unrealized Gains	0.0	0.2
Gross Unrealized Losses	0.0	0.1
Fair Value	306.5	606.1
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds
Schedule of Held-to-maturity Securities [Line Items]
Total	2,422.3	2,154.7
Gross Unrealized Gains	10.8	10.5
Gross Unrealized Losses	1.3	2.8
Fair Value	2,431.8	2,162.4
Other Asset-Backed
Schedule of Held-to-maturity Securities [Line Items]
Total	186.4	143.4
Gross Unrealized Gains	1.6	0.1
Gross Unrealized Losses	0.0	0.0
Fair Value	188.0	143.5
Other
Schedule of Held-to-maturity Securities [Line Items]
Total	130.6	130.7
Gross Unrealized Gains	0.0	0.0
Gross Unrealized Losses	34.0	35.9
Fair Value	$ 96.6	$ 94.8

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Securities (Remaining Maturity of Securities Available for Sale and Held to Maturity) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Available for Sale - Cost
Due in One Year or Less	$ 6,665.1
Due After One Year Through Five Years	21,136.2
Due After Five Years Through Ten Years	6,015.5
Due After Ten Years	1,201.9
Total	35,018.7
Held to Maturity - Amortized Cost
Due in One Year or Less	2,914.6
Due After One Year Through Five Years	5,764.1
Due After Five Years Through Ten Years	201.2
Due After Ten Years	58.5
Total	8,938.4	$ 8,921.1
Available for Sale - Value
Due in One Year or Less	6,660.1
Due After One Year Through Five Years	21,124.3
Due After Five Years Through Ten Years	6,017.7
Due After Ten Years	1,195.5
Total	34,997.6
Held to Maturity - Fair Value
Due in One Year or Less	2,916.9
Due After One Year Through Five Years	5,783.4
Due After Five Years Through Ten Years	200.2
Due After Ten Years	32.9
Total	$ 8,933.4	$ 8,905.1

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Securities (Securities with Unrealized Losses) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Gain (Loss) on Investments [Line Items]
Less than 12 months, fair value	$ 16,312.5	$ 18,412.8
Less than 12 months, unrealized losses	106.3	130.2
12 months or longer fair value	3,685.0	3,627.4
12 months or longer unrealized losses	46.5	45.8
Total fair value	19,997.5	22,040.2
Total unrealized losses	152.8	176.0
U.S. Government
Gain (Loss) on Investments [Line Items]
Less than 12 months, fair value	1,701.3	1,603.0
Less than 12 months, unrealized losses	13.2	14.3
12 months or longer fair value	0.0	0.0
12 months or longer unrealized losses	0.0	0.0
Total fair value	1,701.3	1,603.0
Total unrealized losses	13.2	14.3
Obligations of States and Political Subdivisions
Gain (Loss) on Investments [Line Items]
Less than 12 months, fair value	750.1	865.3
Less than 12 months, unrealized losses	1.9	5.6
12 months or longer fair value	0.0	0.0
12 months or longer unrealized losses	0.0	0.0
Total fair value	750.1	865.3
Total unrealized losses	1.9	5.6
Government Sponsored Agency
Gain (Loss) on Investments [Line Items]
Less than 12 months, fair value	7,455.5	8,252.5
Less than 12 months, unrealized losses	51.5	58.5
12 months or longer fair value	2,433.8	2,121.0
12 months or longer unrealized losses	12.1	12.1
Total fair value	9,889.3	10,373.5
Total unrealized losses	63.6	70.6
Non-U.S. Government
Gain (Loss) on Investments [Line Items]
Less than 12 months, fair value	1,729.3	2,957.1
Less than 12 months, unrealized losses	2.1	4.4
12 months or longer fair value	0.0	0.0
12 months or longer unrealized losses	0.0	0.0
Total fair value	1,729.3	2,957.1
Total unrealized losses	2.1	4.4
Corporate Debt
Gain (Loss) on Investments [Line Items]
Less than 12 months, fair value	1,555.2	1,601.7
Less than 12 months, unrealized losses	9.6	11.2
12 months or longer fair value	807.3	1,054.4
12 months or longer unrealized losses	13.4	14.0
Total fair value	2,362.5	2,656.1
Total unrealized losses	23.0	25.2
Covered Bonds
Gain (Loss) on Investments [Line Items]
Less than 12 months, fair value	829.3	809.0
Less than 12 months, unrealized losses	6.0	8.6
12 months or longer fair value	139.2	138.9
12 months or longer unrealized losses	0.2	0.6
Total fair value	968.5	947.9
Total unrealized losses	6.2	9.2
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds
Gain (Loss) on Investments [Line Items]
Less than 12 months, fair value	1,089.2	1,136.1
Less than 12 months, unrealized losses	3.4	5.7
12 months or longer fair value	249.3	249.1
12 months or longer unrealized losses	0.7	0.9
Total fair value	1,338.5	1,385.2
Total unrealized losses	4.1	6.6
Other Asset-Backed
Gain (Loss) on Investments [Line Items]
Less than 12 months, fair value	714.5	584.3
Less than 12 months, unrealized losses	1.5	1.3
12 months or longer fair value	0.0	0.0
12 months or longer unrealized losses	0.0	0.0
Total fair value	714.5	584.3
Total unrealized losses	1.5	1.3
Certificates of Deposit
Gain (Loss) on Investments [Line Items]
Less than 12 months, fair value		81.4
Less than 12 months, unrealized losses		0.1
12 months or longer fair value		0.0
12 months or longer unrealized losses		0.0
Total fair value		81.4
Total unrealized losses		0.1
Auction Rate
Gain (Loss) on Investments [Line Items]
Less than 12 months, fair value	0.4	0.4
Less than 12 months, unrealized losses	0.1	0.1
12 months or longer fair value	3.8	4.3
12 months or longer unrealized losses	0.2	0.2
Total fair value	4.2	4.7
Total unrealized losses	0.3	0.3
Commercial Mortgage-Backed
Gain (Loss) on Investments [Line Items]
Less than 12 months, fair value	439.3	471.5
Less than 12 months, unrealized losses	2.9	2.5
12 months or longer fair value	0.0	0.0
12 months or longer unrealized losses	0.0	0.0
Total fair value	439.3	471.5
Total unrealized losses	2.9	2.5
Other
Gain (Loss) on Investments [Line Items]
Less than 12 months, fair value	48.4	50.5
Less than 12 months, unrealized losses	14.1	17.9
12 months or longer fair value	51.6	59.7
12 months or longer unrealized losses	19.9	18.0
Total fair value	100.0	110.2
Total unrealized losses	$ 34.0	$ 35.9

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Securities (Cumulative Credit-Related Losses on Securities) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Roll Forward]
Cumulative Credit-Related Losses on Securities Held — Beginning of Period	$ 3.4	$ 5.2
Plus: Losses on Newly Identified Impairments	0.0	0.0
Additional Losses on Previously Identified Impairments	0.1	0.0
Less: Current and Prior Period Losses on Securities Sold During the Period	0.0	0.0
Cumulative Credit-Related Losses on Securities Held — End of Period	$ 3.5	$ 5.2

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Securities Sold Under Agreements to Repurchase (Repurchase Agreements Accounted for as Secured Borrowings) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items]
Gross Amount of Recognized Liabilities for Repurchase Agreements in Note 21	$ 237.6	$ 336.4
Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items]
Borrowings	433.2
Gross Amount of Recognized Liabilities for Repurchase Agreements in Note 21	433.2
Amounts related to agreements not included in Note 21	0.0
Overnight and Continuous | U.S. Treasury and Agency Securities
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items]
Borrowings	$ 433.2

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Loans and Leases (Narrative) (Details)	3 Months Ended
	Mar. 31, 2017 USD ($) payment_period Loan	Mar. 31, 2016 USD ($) Loan	Dec. 31, 2016 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Collateral required on Residential real estate loan, lower limit	65.00%
Collateral required on Residential real estate loan, upper limit	80.00%
Draw period for credit line products	10 years
Other U.S. loans and non-U.S. loans, short duration advances	$ 920,100,000		$ 1,400,000,000
Demand deposits	74,800,000		88,100,000
Loans classified as held for sale	0		13,400,000
Leases classified as held for sale	32,300,000		43,000,000
Interest income that would have been recorded for nonperforming loans	2,300,000	$ 2,100,000
Undrawn loan commitments and standby letters of credit	5,000,000		2,300,000
Total loans and leases	$ 33,471,800,000		33,822,100,000
Performing status, minimum period of time	6 months
Foreclosed residential real estate properties with carrying value	$ 5,900,000
Consumer loans with carrying value collateralized by residential real estate property	$ 26,100,000
Lower Limit
Accounts, Notes, Loans and Financing Receivable [Line Items]
Days contractually past due for interest and principal and the loan is not well-secured and in the process of collection	90 days
Upper Limit
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of payment periods | payment_period	6
Limit of individual homogeneous loans collective evaluation for impairment and excluded from impaired loan disclosures (less than)	$ 1,000,000
Equity
Accounts, Notes, Loans and Financing Receivable [Line Items]
Equity credit lines	$ 1,100,000,000		$ 1,200,000,000
Percentage of total equity credit lines	92.00%		91.00%
Nonperforming Financing Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans and leases	$ 79,900,000		$ 85,200,000
Performing Financing Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans and leases	$ 37,900,000		$ 42,400,000
Performing Financing Receivable | Lower Limit
Accounts, Notes, Loans and Financing Receivable [Line Items]
Period for which troubled debt restructurings with modified terms is performing before ceasing to be classified as impaired loan	6 months
Residential Real Estate | Re-Defaulted
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of Loans and Leases | Loan	0	1
Recorded investment		$ 100,000

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Loans and Leases (Loans and Leases) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	$ 33,471.8	$ 33,822.1
Allowance for Credit Losses Assigned to Loans and Leases	(162.0)	(161.0)
Net Loans and Leases	33,309.8	33,661.1
Commercial
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	15,527.4	15,902.3
Commercial | Commercial and Institutional
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	9,487.3	9,523.0
Commercial | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	3,922.8	4,002.5
Commercial | Non-U.S.
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	1,654.0	1,877.8
Commercial | Lease Financing, net
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	253.6	293.9
Commercial | Other
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	209.7	205.1
Personal
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	17,944.4	17,919.8
Personal | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	7,542.1	7,841.9
Personal | Private Client
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	10,375.8	10,052.0
Personal | Other
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	$ 26.5	$ 25.9

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Loans and Leases (Borrower Ratings) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	$ 33,471.8	$ 33,822.1
1 to 3 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	17,820.2	18,079.6
4 to 5 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	15,175.0	15,255.1
6 to 9 Category (Watch List)
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	476.6	487.4
Commercial
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	15,527.4	15,902.3
Commercial | 1 to 3 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	8,714.5	9,071.5
Commercial | 4 to 5 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	6,659.3	6,664.3
Commercial | 6 to 9 Category (Watch List)
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	153.6	166.5
Commercial | Commercial and Institutional
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	9,487.3	9,523.0
Commercial | Commercial and Institutional | 1 to 3 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	6,278.1	6,293.2
Commercial | Commercial and Institutional | 4 to 5 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	3,080.6	3,108.5
Commercial | Commercial and Institutional | 6 to 9 Category (Watch List)
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	128.6	121.3
Commercial | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	3,922.8	4,002.5
Commercial | Real Estate | 1 to 3 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	1,742.3	1,825.7
Commercial | Real Estate | 4 to 5 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	2,157.6	2,134.8
Commercial | Real Estate | 6 to 9 Category (Watch List)
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	22.9	42.0
Commercial | Lease Financing, net
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	253.6	293.9
Commercial | Lease Financing, net | 1 to 3 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	200.8	214.3
Commercial | Lease Financing, net | 4 to 5 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	52.8	79.6
Commercial | Lease Financing, net | 6 to 9 Category (Watch List)
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	0.0	0.0
Commercial | Non-U.S.
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	1,654.0	1,877.8
Commercial | Non-U.S. | 1 to 3 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	379.9	602.8
Commercial | Non-U.S. | 4 to 5 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	1,272.8	1,273.5
Commercial | Non-U.S. | 6 to 9 Category (Watch List)
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	1.3	1.5
Commercial | Other
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	209.7	205.1
Commercial | Other | 1 to 3 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	113.4	135.5
Commercial | Other | 4 to 5 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	95.5	67.9
Commercial | Other | 6 to 9 Category (Watch List)
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	0.8	1.7
Personal
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	17,944.4	17,919.8
Personal | 1 to 3 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	9,105.7	9,008.1
Personal | 4 to 5 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	8,515.7	8,590.8
Personal | 6 to 9 Category (Watch List)
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	323.0	320.9
Personal | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	7,542.1	7,841.9
Personal | Real Estate | 1 to 3 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	2,564.4	2,617.8
Personal | Real Estate | 4 to 5 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	4,664.3	4,913.9
Personal | Real Estate | 6 to 9 Category (Watch List)
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	313.4	310.2
Personal | Private Client
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	10,375.8	10,052.0
Personal | Private Client | 1 to 3 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	6,526.9	6,373.2
Personal | Private Client | 4 to 5 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	3,839.4	3,668.4
Personal | Private Client | 6 to 9 Category (Watch List)
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	9.5	10.4
Personal | Other
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	26.5	25.9
Personal | Other | 1 to 3 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	14.4	17.1
Personal | Other | 4 to 5 Category
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	12.0	8.5
Personal | Other | 6 to 9 Category (Watch List)
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	$ 0.1	$ 0.3

XML

Loans and Leases (Delinquency Status) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	$ 33,471.8	$ 33,822.1
Other Real Estate Owned	6.9	5.2
Total Nonperforming Assets	186.8	165.4
Commercial
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	15,527.4	15,902.3
Commercial | Commercial and Institutional
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	9,487.3	9,523.0
Commercial | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	3,922.8	4,002.5
Commercial | Non-U.S.
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	1,654.0	1,877.8
Commercial | Lease Financing, net
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	253.6	293.9
Commercial | Other
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	209.7	205.1
Personal
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	17,944.4	17,919.8
Personal | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	7,542.1	7,841.9
Personal | Private Client
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	10,375.8	10,052.0
Personal | Other
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	26.5	25.9
Performing Financing Receivable
Financing Receivable, Recorded Investment [Line Items]
Current	33,035.9	33,511.4
Total Loans and Leases	33,291.9	33,661.9
Performing Financing Receivable | 30-59 Days Past Due
Financing Receivable, Recorded Investment [Line Items]
Past Due	232.6	101.6
Performing Financing Receivable | 60-89 Days Past Due
Financing Receivable, Recorded Investment [Line Items]
Past Due	13.5	17.9
Performing Financing Receivable | 90 Days or More Past Due
Financing Receivable, Recorded Investment [Line Items]
Past Due	9.9	31.0
Performing Financing Receivable | Commercial
Financing Receivable, Recorded Investment [Line Items]
Current	15,403.6	15,821.1
Total Loans and Leases	15,454.7	15,857.0
Performing Financing Receivable | Commercial | Commercial and Institutional
Financing Receivable, Recorded Investment [Line Items]
Current	9,398.5	9,470.0
Total Loans and Leases	9,426.7	9,489.3
Performing Financing Receivable | Commercial | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Current	3,887.8	3,974.4
Total Loans and Leases	3,910.7	3,990.9
Performing Financing Receivable | Commercial | Non-U.S.
Financing Receivable, Recorded Investment [Line Items]
Current	1,654.0	1,877.7
Total Loans and Leases	1,654.0	1,877.8
Performing Financing Receivable | Commercial | Lease Financing, net
Financing Receivable, Recorded Investment [Line Items]
Current	253.6	293.9
Total Loans and Leases	253.6	293.9
Performing Financing Receivable | Commercial | Other
Financing Receivable, Recorded Investment [Line Items]
Current	209.7	205.1
Total Loans and Leases	209.7	205.1
Performing Financing Receivable | Commercial | 30-59 Days Past Due
Financing Receivable, Recorded Investment [Line Items]
Past Due	37.6	16.3
Performing Financing Receivable | Commercial | 30-59 Days Past Due | Commercial and Institutional
Financing Receivable, Recorded Investment [Line Items]
Past Due	21.8	5.3
Performing Financing Receivable | Commercial | 30-59 Days Past Due | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Past Due	15.8	10.9
Performing Financing Receivable | Commercial | 30-59 Days Past Due | Non-U.S.
Financing Receivable, Recorded Investment [Line Items]
Past Due		0.1
Performing Financing Receivable | Commercial | 60-89 Days Past Due
Financing Receivable, Recorded Investment [Line Items]
Past Due	5.4	3.3
Performing Financing Receivable | Commercial | 60-89 Days Past Due | Commercial and Institutional
Financing Receivable, Recorded Investment [Line Items]
Past Due	2.4	2.3
Performing Financing Receivable | Commercial | 60-89 Days Past Due | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Past Due	3.0	1.0
Performing Financing Receivable | Commercial | 90 Days or More Past Due
Financing Receivable, Recorded Investment [Line Items]
Past Due	8.1	16.3
Performing Financing Receivable | Commercial | 90 Days or More Past Due | Commercial and Institutional
Financing Receivable, Recorded Investment [Line Items]
Past Due	4.0	11.7
Performing Financing Receivable | Commercial | 90 Days or More Past Due | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Past Due	4.1	4.6
Performing Financing Receivable | Personal
Financing Receivable, Recorded Investment [Line Items]
Current	17,632.3	17,690.3
Total Loans and Leases	17,837.2	17,804.9
Performing Financing Receivable | Personal | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Current	7,389.4	7,675.7
Total Loans and Leases	7,435.1	7,727.3
Performing Financing Receivable | Personal | Private Client
Financing Receivable, Recorded Investment [Line Items]
Current	10,216.4	9,988.7
Total Loans and Leases	10,375.6	10,051.7
Performing Financing Receivable | Personal | Other
Financing Receivable, Recorded Investment [Line Items]
Current	26.5	25.9
Total Loans and Leases	26.5	25.9
Performing Financing Receivable | Personal | 30-59 Days Past Due
Financing Receivable, Recorded Investment [Line Items]
Past Due	195.0	85.3
Performing Financing Receivable | Personal | 30-59 Days Past Due | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Past Due	40.0	44.5
Performing Financing Receivable | Personal | 30-59 Days Past Due | Private Client
Financing Receivable, Recorded Investment [Line Items]
Past Due	155.0	40.8
Performing Financing Receivable | Personal | 60-89 Days Past Due
Financing Receivable, Recorded Investment [Line Items]
Past Due	8.1	14.6
Performing Financing Receivable | Personal | 60-89 Days Past Due | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Past Due	5.6	6.1
Performing Financing Receivable | Personal | 60-89 Days Past Due | Private Client
Financing Receivable, Recorded Investment [Line Items]
Past Due	2.5	8.5
Performing Financing Receivable | Personal | 90 Days or More Past Due
Financing Receivable, Recorded Investment [Line Items]
Past Due	1.8	14.7
Performing Financing Receivable | Personal | 90 Days or More Past Due | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Past Due	0.1	1.0
Performing Financing Receivable | Personal | 90 Days or More Past Due | Private Client
Financing Receivable, Recorded Investment [Line Items]
Past Due	1.7	13.7
Nonperforming Financing Receivable
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	179.9	160.2
Nonperforming Financing Receivable | Commercial
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	72.7	45.3
Nonperforming Financing Receivable | Commercial | Commercial and Institutional
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	60.6	33.7
Nonperforming Financing Receivable | Commercial | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	12.1	11.6
Nonperforming Financing Receivable | Personal
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	107.2	114.9
Nonperforming Financing Receivable | Personal | Real Estate
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	107.0	114.6
Nonperforming Financing Receivable | Personal | Private Client
Financing Receivable, Recorded Investment [Line Items]
Total Loans and Leases	$ 0.2	$ 0.3

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Loans and Leases (Information about Impaired Loans as of the Period End) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Financing Receivable, Impaired [Line Items]
Recorded Investment	$ 172.8		$ 156.1
Unpaid principal balance	214.0		199.8
Specific allowance	8.7		2.1
Average recorded investment	168.2	$ 158.3
Interest income recognized	0.6	0.6
Commercial
Financing Receivable, Impaired [Line Items]
Recorded Investment	73.6		46.9
Unpaid principal balance	79.0		53.2
Specific allowance	7.9		0.0
Average recorded investment	63.9	56.9
Interest income recognized	0.1	0.2
Commercial | Commercial and Institutional
Financing Receivable, Impaired [Line Items]
With no related specific reserve, recorded investment	31.9		32.2
With a related specific reserve, recorded investment	27.3		0.0
With no related specific reserve, unpaid principal balance	34.5		34.6
With a related specific reserve, unpaid principal balance	27.6		0.0
Specific allowance	7.2		0.0
With no related specific reserve, average recorded investment	39.0	28.3
With a related specific reserve, average recorded investment	9.1	8.4
With no related specific reserve, interest income recognized	0.0	0.0
With a related specific reserve, interest income recognized	0.0	0.0
Commercial | Real Estate
Financing Receivable, Impaired [Line Items]
With no related specific reserve, recorded investment	11.6		14.7
With a related specific reserve, recorded investment	2.8		0.0
With no related specific reserve, unpaid principal balance	14.1		18.6
With a related specific reserve, unpaid principal balance	2.8		0.0
Specific allowance	0.7		0.0
With no related specific reserve, average recorded investment	14.9	17.7
With a related specific reserve, average recorded investment	0.9	0.0
With no related specific reserve, interest income recognized	0.1	0.1
With a related specific reserve, interest income recognized	0.0	0.0
Commercial | Lease Financing, net
Financing Receivable, Impaired [Line Items]
With no related specific reserve, recorded investment	0.0		0.0
With a related specific reserve, recorded investment	0.0		0.0
With no related specific reserve, unpaid principal balance	0.0		0.0
With a related specific reserve, unpaid principal balance	0.0		0.0
Specific allowance	0.0		0.0
With no related specific reserve, average recorded investment	0.0	0.4
With a related specific reserve, average recorded investment	0.0	2.1
With no related specific reserve, interest income recognized	0.0	0.1
With a related specific reserve, interest income recognized	0.0	0.0
Personal
Financing Receivable, Impaired [Line Items]
Recorded Investment	99.2		109.2
Unpaid principal balance	135.0		146.6
Specific allowance	0.8		2.1
Average recorded investment	104.3	101.4
Interest income recognized	0.5	0.4
Personal | Real Estate
Financing Receivable, Impaired [Line Items]
With no related specific reserve, recorded investment	91.8		101.2
With a related specific reserve, recorded investment	7.3		7.7
With no related specific reserve, unpaid principal balance	127.5		138.4
With a related specific reserve, unpaid principal balance	7.4		7.9
Specific allowance	0.8		2.1
With no related specific reserve, average recorded investment	101.7	99.6
With a related specific reserve, average recorded investment	2.4	1.5
With no related specific reserve, interest income recognized	0.5	0.4
With a related specific reserve, interest income recognized	0.0	0.0
Personal | Private Client
Financing Receivable, Impaired [Line Items]
With no related specific reserve, recorded investment	0.1		0.3
With a related specific reserve, recorded investment	0.0		0.0
With no related specific reserve, unpaid principal balance	0.1		0.3
With a related specific reserve, unpaid principal balance	0.0		0.0
Specific allowance	0.0		$ 0.0
With no related specific reserve, average recorded investment	0.2	0.3
With a related specific reserve, average recorded investment	0.0	0.0
With no related specific reserve, interest income recognized	0.0	0.0
With a related specific reserve, interest income recognized	$ 0.0	$ 0.0

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Loans and Leases (Troubled Debt Restructurings) (Details) - Lease Financing, net $ in Millions	3 Months Ended
	Mar. 31, 2017 USD ($) Contract	Mar. 31, 2016 USD ($) Contract
Financing Receivable, Modifications [Line Items]
Number of Loans and Leases | Contract	21	31
Recorded Investment	$ 5.3	$ 14.9
Unpaid Principal Balance	$ 5.4	$ 19.9
Commercial
Financing Receivable, Modifications [Line Items]
Number of Loans and Leases | Contract	1	7
Recorded Investment	$ 1.4	$ 9.4
Unpaid Principal Balance	$ 1.4	$ 13.7
Commercial | Commercial and Institutional
Financing Receivable, Modifications [Line Items]
Number of Loans and Leases | Contract	0	2
Recorded Investment	$ 0.0	$ 4.0
Unpaid Principal Balance	$ 0.0	$ 6.0
Commercial | Real Estate
Financing Receivable, Modifications [Line Items]
Number of Loans and Leases | Contract	1	5
Recorded Investment	$ 1.4	$ 5.4
Unpaid Principal Balance	$ 1.4	$ 7.7
Personal
Financing Receivable, Modifications [Line Items]
Number of Loans and Leases | Contract	20	24
Recorded Investment	$ 3.9	$ 5.5
Unpaid Principal Balance	$ 4.0	$ 6.2
Personal | Real Estate
Financing Receivable, Modifications [Line Items]
Number of Loans and Leases | Contract	19	24
Recorded Investment	$ 3.9	$ 5.5
Unpaid Principal Balance	$ 3.9	$ 6.2
Personal | Private Client
Financing Receivable, Modifications [Line Items]
Number of Loans and Leases | Contract	1	0
Recorded Investment	$ 0.0	$ 0.0
Unpaid Principal Balance	$ 0.1	$ 0.0

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Allowance for Credit Losses (Changes in Allowance for Credit Losses) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Allowance for Loan and Lease Losses [Roll Forward]
Balance at beginning of period	$ 192.0	$ 233.3
Charge-Offs	(4.7)	(5.3)
Recoveries	2.7	2.6
Net (Charge-Offs) Recoveries	(2.0)	(2.7)
Provision for Credit Losses	(1.0)	2.0
Balance at end of period	189.0	232.6
Commercial
Allowance for Loan and Lease Losses [Roll Forward]
Balance at beginning of period	104.9	114.8
Charge-Offs	(1.1)	(3.5)
Recoveries	1.6	1.2
Net (Charge-Offs) Recoveries	0.5	(2.3)
Provision for Credit Losses	6.4	2.7
Balance at end of period	111.8	115.2
Personal
Allowance for Loan and Lease Losses [Roll Forward]
Balance at beginning of period	87.1	118.5
Charge-Offs	(3.6)	(1.8)
Recoveries	1.1	1.4
Net (Charge-Offs) Recoveries	(2.5)	(0.4)
Provision for Credit Losses	(7.4)	(0.7)
Balance at end of period	$ 77.2	$ 117.4

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Allowance for Credit Losses (Recorded Investments in Loans and Leases) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Loans and Leases
Specifically Evaluated for Impairment	$ 172.8	$ 156.1
Evaluated for Inherent Impairment	33,299.0	33,666.0
Total Loans and Leases	33,471.8	33,822.1
Allowance for Credit Losses on Credit Exposures
Specifically Evaluated for Impairment	8.7	2.1
Evaluated for Inherent Impairment	153.3	158.9
Allowance Assigned to Loans and Leases	162.0	161.0
Allowance for Undrawn Exposures
Commitments and Standby Letters of Credit	27.0	31.0
Total Allowance for Credit Losses	189.0	192.0	$ 232.6	$ 233.3
Commercial
Loans and Leases
Specifically Evaluated for Impairment	73.6	46.9
Evaluated for Inherent Impairment	15,453.8	15,855.4
Total Loans and Leases	15,527.4	15,902.3
Allowance for Credit Losses on Credit Exposures
Specifically Evaluated for Impairment	7.9	0.0
Evaluated for Inherent Impairment	83.6	83.7
Allowance Assigned to Loans and Leases	91.5	83.7
Allowance for Undrawn Exposures
Commitments and Standby Letters of Credit	20.3	21.2
Total Allowance for Credit Losses	111.8	104.9	115.2	114.8
Personal
Loans and Leases
Specifically Evaluated for Impairment	99.2	109.2
Evaluated for Inherent Impairment	17,845.2	17,810.6
Total Loans and Leases	17,944.4	17,919.8
Allowance for Credit Losses on Credit Exposures
Specifically Evaluated for Impairment	0.8	2.1
Evaluated for Inherent Impairment	69.7	75.2
Allowance Assigned to Loans and Leases	70.5	77.3
Allowance for Undrawn Exposures
Commitments and Standby Letters of Credit	6.7	9.8
Total Allowance for Credit Losses	$ 77.2	$ 87.1	$ 117.4	$ 118.5

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Pledged Assets (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Financial Instruments Owned and Pledged as Collateral [Line Items]
Amount of securities and loans pledged	$ 42,600,000,000		$ 40,300,000,000
Fair value of accepted collateral	1,600,000,000		1,800,000,000
Amount of securities re pledged or sold collateral	0		0
Average deposits maintained to meet Federal Reserve Bank reserve requirements	2,000,000,000	$ 1,800,000,000
US Government Agencies Debt Securities And Other Securities
Financial Instruments Owned and Pledged as Collateral [Line Items]
Amount of securities and loans pledged	31,500,000,000		29,700,000,000
Obligations of States and Political Subdivisions
Financial Instruments Owned and Pledged as Collateral [Line Items]
Amount of securities and loans pledged	990,400,000		939,800,000
Loans
Financial Instruments Owned and Pledged as Collateral [Line Items]
Amount of securities and loans pledged	10,100,000,000		9,600,000,000
Collateral Requirements
Financial Instruments Owned and Pledged as Collateral [Line Items]
Amount of securities and loans pledged	7,100,000,000		9,700,000,000
Available for Sale Investment Securities
Financial Instruments Owned and Pledged as Collateral [Line Items]
Amount of securities and loans pledged	$ 1,300,000,000		$ 1,400,000,000

XML

Goodwill and Other Intangibles (Narrative) (Details) - USD ($) $ in Millions		3 Months Ended
	Feb. 19, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Acquired Finite-Lived Intangible Assets [Line Items]
Net Book Value		$ 41.1		$ 41.8
Other Intangible Assets
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization expense related to other intangible assets		2.4	$ 2.1
Estimated future amortization expense for 2017		6.7
Estimated future amortization expense for 2018		8.3
Estimated future amortization expense for 2019		8.2
Estimated future amortization expense for 2020		8.2
Estimated future amortization expense for 2021		$ 5.9
UBS Asset Management Fund Administration Servicing Business
Acquired Finite-Lived Intangible Assets [Line Items]
Cash paid	$ 175.0

XML

Goodwill and Other Intangibles (Goodwill by Reporting Segment) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Goodwill [Line Items]
Goodwill	$ 519.3	$ 519.4
Corporate & Institutional Services
Goodwill [Line Items]
Goodwill	448.3	448.4
Wealth Management
Goodwill [Line Items]
Goodwill	$ 71.0	$ 71.0

XML

Goodwill and Other Intangibles (Other Intangible Assets) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Gross Carrying Amount	$ 90.9	$ 89.0
Less: Accumulated Amortization	49.8	47.2
Net Book Value	$ 41.1	$ 41.8

XML

Reporting Segments (Results of Reporting Segments) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Segment Reporting Information [Line Items]
Trust, Investment and Other Servicing Fees	$ 808.2	$ 748.2
Foreign Exchange Trading Income	48.1	60.5
Other Noninterest Income	74.6	73.5
Net Interest Income	362.4	314.0
Revenue	1,293.3	1,196.2
Provision for Credit Losses	(1.0)	2.0
Noninterest Expense	894.5	828.8
Income before Income Taxes	399.8	365.4
Provision for Income Taxes	123.7	120.0
Net Income	$ 276.1	$ 245.4
Percentage of Consolidated Net Income	100.00%	100.00%
Average Assets	$ 116,476.4	$ 113,417.1
FTE adjustments	8.9	6.2
Corporate & Institutional Services
Segment Reporting Information [Line Items]
Trust, Investment and Other Servicing Fees	462.9	433.4
Foreign Exchange Trading Income	49.1	51.7
Other Noninterest Income	44.2	45.6
Net Interest Income	166.5	138.4
Revenue	722.7	669.1
Provision for Credit Losses	0.3	(3.2)
Noninterest Expense	510.8	475.3
Income before Income Taxes	211.6	197.0
Provision for Income Taxes	66.9	62.2
Net Income	$ 144.7	$ 134.8
Percentage of Consolidated Net Income	52.00%	55.00%
Average Assets	$ 77,803.5	$ 75,372.9
Wealth Management
Segment Reporting Information [Line Items]
Trust, Investment and Other Servicing Fees	345.3	314.8
Foreign Exchange Trading Income	0.9	4.5
Other Noninterest Income	25.5	26.8
Net Interest Income	177.0	158.5
Revenue	548.7	504.6
Provision for Credit Losses	(1.3)	5.2
Noninterest Expense	346.3	326.9
Income before Income Taxes	203.7	172.5
Provision for Income Taxes	76.8	64.9
Net Income	$ 126.9	$ 107.6
Percentage of Consolidated Net Income	46.00%	44.00%
Average Assets	$ 26,661.8	$ 26,237.8
Treasury and Other
Segment Reporting Information [Line Items]
Trust, Investment and Other Servicing Fees	0.0	0.0
Foreign Exchange Trading Income	(1.9)	4.3
Other Noninterest Income	4.9	1.1
Net Interest Income	18.9	17.1
Revenue	21.9	22.5
Provision for Credit Losses	0.0	0.0
Noninterest Expense	37.4	26.6
Income before Income Taxes	(15.5)	(4.1)
Provision for Income Taxes	(20.0)	(7.1)
Net Income	$ 4.5	$ 3.0
Percentage of Consolidated Net Income	2.00%	1.00%
Average Assets	$ 12,011.1	$ 11,806.4

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Stockholders' Equity (Narrative) (Details) - USD ($)				3 Months Ended
	Jan. 18, 2017	Jan. 17, 2017	Aug. 08, 2016	Mar. 31, 2017	Dec. 31, 2016
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)				10,000,000	10,000,000
Preferred stock, without par value				$ 0	$ 0
Stock repurchase, shares				811,730
Stock repurchase, share-based compensation plan, shares				410,869
Stock repurchase, aggregate cost				$ 70,100,000
Average price paid per share for common stock repurchased				$ 86.39
Upper Limit
Class of Stock [Line Items]
Stock repurchase authorized amount				$ 74,800,000
Series D Preferred Stock, Depositary Shares
Class of Stock [Line Items]
Shares issued (in shares)			500,000
Preferred stock, liquidation preference			$ 100,000
Depository shares, liquidation preference per share			$ 1,000
Preferred stock, annual dividend rate			4.60%
Preferred stock, dividend payment rate, variable rate			3.202%
Preferred stock, without par value			$ 0
Per share ownership interest, percentage			1.00%
Series D Preferred Stock
Class of Stock [Line Items]
Preferred stock, dividends, per share, cash paid		$ 2,977.222222
Preferred stock			$ 493,500,000	$ 493,500,000
Dividends payable, date to be paid	Apr. 01, 2017
Dividends payable, date of record	Mar. 15, 2017
Series C Preferred Stock, Depositary Shares
Class of Stock [Line Items]
Shares issued (in shares)				16,000,000
Preferred stock, liquidation preference				$ 25,000	$ 25,000
Depository shares, liquidation preference per share				$ 25	$ 25
Preferred stock				$ 388,500,000	$ 388,500,000.0
Preferred stock, without par value				$ 0	$ 0
Per share ownership interest, percentage				0.10%	0.10%
Series C Preferred Stock
Class of Stock [Line Items]
Preferred stock, annual dividend rate				5.85%
Preferred stock				$ 388,500,000	$ 388,500,000
Preferred stock, dividends per share, declared	$ 365.625

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Accumulated Other Comprehensive Income (Loss) (Summary of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	$ 9,770.4
Net Change	18.0	$ 88.8
Ending balance	9,977.7	8,832.8
Net Unrealized Gains (Losses) on Securities Available for Sale
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(32.4)	(31.0)
Net Change	19.3	74.7
Ending balance	(13.1)	43.7
Net Unrealized Gains (Losses) on Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	6.1	(3.0)
Net Change	(5.3)	6.1
Ending balance	0.8	3.1
Net Foreign Currency Adjustments
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(18.5)	(17.6)
Net Change	2.0	3.9
Ending balance	(16.5)	(13.7)
Net Pension and Other Postretirement Benefit Adjustments
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(325.2)	(321.1)
Net Change	2.0	4.1
Ending balance	(323.2)	(317.0)
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(370.0)	(372.7)
Net Change	18.0	88.8
Ending balance	$ (352.0)	$ (283.9)

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Accumulated Other Comprehensive Income (Loss) (Details of Changes In Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
After Tax
Other Comprehensive Income (Loss)	$ 18.0	$ 88.8
Other Unrealized Gains (Losses) on Securities Available for Sale
Before Tax
Other comprehensive income (loss), before reclassifications, before tax	30.9	120.5
Tax Effect
Other comprehensive income (loss), before reclassifications, tax	(11.7)	(45.6)
After Tax
Other comprehensive income (loss), before reclassification, after tax	19.2	74.9
Net Unrealized Gains (Losses) on Securities Available for Sale
Before Tax
Reclassification Adjustment for (Gains) Losses Included in Net Income	0.2	(0.3)
Net Change	31.1	120.2
Tax Effect
Reclassification Adjustment for (Gains) Losses Included in Net Income	(0.1)	0.1
Net Change	(11.8)	(45.5)
After Tax
Reclassification Adjustment for (Gains) Losses Included in Net Income	0.1	(0.2)
Other Comprehensive Income (Loss)	19.3	74.7
Net Unrealized Gains (Losses) on Cash Flow Hedges
Before Tax
Other comprehensive income (loss), before reclassifications, before tax	8.7	9.4
Reclassification Adjustment for (Gains) Losses Included in Net Income	(5.1)	0.6
Net Change	3.6	10.0
Tax Effect
Other comprehensive income (loss), before reclassifications, tax	(10.8)	(3.7)
Reclassification Adjustment for (Gains) Losses Included in Net Income	1.9	(0.2)
Net Change	(8.9)	(3.9)
After Tax
Other comprehensive income (loss), before reclassification, after tax	(2.1)	5.7
Reclassification Adjustment for (Gains) Losses Included in Net Income	(3.2)	0.4
Other Comprehensive Income (Loss)	(5.3)	6.1
Net Foreign Currency Adjustments
Before Tax
Other comprehensive income (loss), before reclassifications, before tax	22.4	17.3
Reclassification Adjustment for (Gains) Losses Included in Net Income	0.0	0.0
Net Change	(8.1)	(5.0)
Tax Effect
Other comprehensive income (loss), before reclassifications, tax	(1.5)	(0.3)
Reclassification Adjustment for (Gains) Losses Included in Net Income	0.0	0.0
Net Change	10.1	8.9
After Tax
Other comprehensive income (loss), before reclassification, after tax	20.9	17.0
Reclassification Adjustment for (Gains) Losses Included in Net Income	0.0	0.0
Other Comprehensive Income (Loss)	2.0	3.9
Long-Term Intra-Entity Foreign Currency Transaction Gains (Losses)
Before Tax
Other comprehensive income (loss), before reclassifications, before tax	0.0	4.2
Tax Effect
Other comprehensive income (loss), before reclassifications, tax	0.0	(1.0)
After Tax
Other comprehensive income (loss), before reclassification, after tax	0.0	3.2
Net Investment Hedge Gains (Losses)
Before Tax
Other comprehensive income (loss), before reclassifications, before tax	(30.5)	(26.5)
Tax Effect
Other comprehensive income (loss), before reclassifications, tax	11.6	10.2
After Tax
Other comprehensive income (loss), before reclassification, after tax	(18.9)	(16.3)
Net Pension and Other Postretirement Benefit Adjustments
Before Tax
Other comprehensive income (loss), before reclassifications, before tax	(2.3)	0.0
Reclassification Adjustment for (Gains) Losses Included in Net Income	6.4	6.4
Net Change	4.1	6.4
Tax Effect
Other comprehensive income (loss), before reclassifications, tax	0.0	0.0
Reclassification Adjustment for (Gains) Losses Included in Net Income	(2.1)	(2.3)
Net Change	(2.1)	(2.3)
After Tax
Other comprehensive income (loss), before reclassification, after tax	(2.3)	0.0
Reclassification Adjustment for (Gains) Losses Included in Net Income	4.3	4.1
Other Comprehensive Income (Loss)	$ 2.0	$ 4.1

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Accumulated Other Comprehensive Income (Loss) (Reclassification Adjustment Out of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Investment Security Gains (Losses), net (Note)	$ (0.3)	$ 0.3
Other Operating Income	39.7	38.1
Net Unrealized Gains (Losses) on Securities Available for Sale
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassification Adjustment for (Gains) Losses Included in Net Income	0.2	(0.3)
Net Unrealized Gains (Losses) on Securities Available for Sale | Net Gain/(Loss) Reclassified from AOCI to Net Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Investment Security Gains (Losses), net (Note)	0.2
Net Unrealized Gains (Losses) on Cash Flow Hedges
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassification Adjustment for (Gains) Losses Included in Net Income	(5.1)	0.6
Net Unrealized Gains (Losses) on Cash Flow Hedges | Net Gain/(Loss) Reclassified from AOCI to Net Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other Operating Income	(5.1)
Amortization of Net Actuarial Loss
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassification Adjustment for (Gains) Losses Included in Net Income	6.5
Amortization of Prior Service Cost
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassification Adjustment for (Gains) Losses Included in Net Income	(0.1)
Net Pension and Other Postretirement Benefit Adjustments
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassification Adjustment for (Gains) Losses Included in Net Income	$ 6.4	$ 6.4

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Net Income Per Common Share Computations (Net Income Per Common Share) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Basic Net Income Per Common Share
Average Number of Common Shares Outstanding — Basic (in shares)	229,059,540	228,619,089
Net Income	$ 276.1	$ 245.4
Less: Dividends on Preferred Stock	20.7	5.9
Net Income Applicable to Common Stock	255.4	239.5
Less: Earnings Allocated to Participating Securities	4.5	4.1
Earnings Allocated to Common Shares Outstanding	$ 250.9	$ 235.4
Basic Earnings per Share	$ 1.10	$ 1.03
Diluted Net Income Per Common Share
Average Number of Common Shares Outstanding — Basic (in shares)	229,059,540	228,619,089
Plus: Dilutive Effect of Share-based Compensation (in shares)	1,571,336	1,178,856
Diluted (in shares)	230,630,876	229,797,945
Earnings Allocated to Common and Potential Common Shares	$ 250.9	$ 235.5
Diluted Earnings per Share	$ 1.09	$ 1.03
Common stock equivalents not included in the computation of diluted earnings per share because their inclusion would have been antidilutive (in shares)	468,381	1,796,320

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Net Interest Income (Net Interest Income) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Interest Income
Loans and Leases	$ 213.4	$ 200.9
Securities — Taxable	143.2	103.3
Securities - Non-Taxable	2.6	1.1
Interest-Bearing Due from and Deposits with Banks	14.9	17.5
Federal Reserve and Other Central Bank Deposits	36.2	29.2
Total Interest Income	410.3	352.0
Interest Expense
Deposits	27.6	22.2
Federal Funds Purchased	0.5	0.3
Securities Sold Under Agreements to Repurchase	0.9	0.4
Other Borrowings	7.6	2.7
Senior Notes	11.7	11.7
Long-Term Debt	7.4	6.1
Floating Rate Capital Debt	1.1	0.8
Total Interest Expense	56.8	44.2
Net Interest Income	$ 353.5	$ 307.8

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Income Taxes (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Tax Disclosure [Abstract]
Provision for Income Taxes	$ 114.8	$ 113.8
Effective Tax Rate	29.40%	31.70%

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Pension and Postretirement Health Care (Net Periodic Pension Expense (Benefit)) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
U.S. Plan
Defined Benefit plan Net periodic benefit cost
Service Cost	$ 9.6	$ 9.3
Interest Cost	11.5	11.5
Expected Return on Plan Assets	(23.5)	(23.6)
Amortization
Net Actuarial Loss (Gain)	4.8	4.7
Prior Service Cost	(0.1)	(0.1)
Net Periodic Pension Expense	2.3	1.8
Non U.S. Plans
Defined Benefit plan Net periodic benefit cost
Interest Cost	0.9	1.3
Expected Return on Plan Assets	(1.1)	(1.3)
Amortization
Net Actuarial Loss (Gain)	0.3	0.3
Net Periodic Pension Expense	0.1	0.3
Supplemental Plan
Defined Benefit plan Net periodic benefit cost
Service Cost	0.9	0.9
Interest Cost	1.3	1.3
Amortization
Net Actuarial Loss (Gain)	1.4	1.5
Prior Service Cost	0.0	0.0
Net Periodic Pension Expense	3.6	3.7
Postretirement Health Care Plan
Defined Benefit plan Net periodic benefit cost
Service Cost	0.0	0.0
Interest Cost	0.4	0.4
Amortization
Net Actuarial Loss (Gain)	0.0	0.0
Net Periodic Pension Expense	$ 0.4	$ 0.4

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Share-Based Compensation Plans (Narrative) (Details) - USD ($) $ / shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 56.0	$ 25.8
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, grants in period (in shares)	468,381
Options, grants date fair value	$ 9.0
Share based compensation expense, employees expensed in entirety	$ 5.5	5.5
Share-based compensation expense	$ 6.3	6.4
Restricted Stock Unit Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Other than options, grants in period (in shares)	839,354
Other than options, grants in period fair value	$ 73.9
Share based compensation expense, employees expensed in entirety	$ 21.6
Share-based compensation expense	41.2	15.3
Share-based compensation expense for fully vested equity options	$ 2.5	$ 2.0
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Other than options, grants in period (in shares)	206,091
Other than options, grants in period fair value	$ 18.1
Share-based compensation expense	$ 3.3

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Share-Based Compensation Plans (Compensation Expense for Share-Based Arrangements and Tax Impacts) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 56.0	$ 25.8
Tax Benefits Recognized	21.2	9.7
Restricted Stock Unit Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	41.2	15.3
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	6.3	6.4
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 8.5	$ 4.1

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Variable Interest Entities (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Tax Credit Structures
Variable Interest Entity [Line Items]
Carrying amounts	$ 178,100,000		$ 186,500,000
Exposure to loss from liquidity arrangements and obligations to purchase assets	0
Liabilities related to undrawn commitments	54,600,000		56,700,000
Affordable housing tax credits and other tax benefits	12,100,000	$ 12,000,000
Leveraged Leasing Transactions
Variable Interest Entity [Line Items]
Carrying amounts	145,900,000		$ 183,500,000
Exposure to loss from liquidity arrangements and obligations to purchase assets	$ 0
Leveraged Leasing Transactions | Lower Limit
Variable Interest Entity [Line Items]
Funding of assets cost via equity interest	20.00%
Funding of asset's cost via third party non recourse debt holders	70.00%
Leveraged Leasing Transactions | Upper Limit
Variable Interest Entity [Line Items]
Funding of assets cost via equity interest	30.00%
Funding of asset's cost via third party non recourse debt holders	80.00%
Accounting Standards Update 2015-02
Variable Interest Entity [Line Items]
Money market mutual funds fees waived	$ 200,000	$ 7,700,000

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Contingent Liabilities (Narrative) (Details) shares in Millions		1 Months Ended
	Jan. 14, 2014 case	Jun. 30, 2016 USD ($) shares	Jun. 30, 2015 USD ($) shares	Jan. 31, 2015 trust	Mar. 31, 2017 USD ($) shares	Dec. 31, 2016 USD ($)	Mar. 31, 2016 USD ($) shares
Loss Contingencies [Line Items]
Commitments and letters of credit					$ 30,700,000,000	$ 32,800,000,000
Standby letters of credit outstanding					$ 3,500,000,000	3,800,000,000
Minimum securities lending related collateral percentage					100.00%
Number of opt-out cases filed by merchants | case	30
Visa Class B
Loss Contingencies [Line Items]
Visa redemption gain		$ 123,100,000	$ 99,900,000
Shares issued | shares		1.1	1.0
Remaining Visa shares held by Northern Trust | shares					4.1		5.2
Remaining Visa shares held by Northern Trust, original cost basis					$ 0		$ 0
Northern Trust Fiduciary Services (Guernsey) Limited | Subsidiaries
Loss Contingencies [Line Items]
Number of administrated trusts serving as trustee on | trust				2
Indemnification Agreement
Loss Contingencies [Line Items]
Collateralized securities loaned, subject to indemnification					112,600,000,000	102,300,000,000
Credit loss liability					0	$ 0
Upper Limit
Loss Contingencies [Line Items]
Possible loss in future periods in excess of accrual					35,000,000
Pending Litigation
Loss Contingencies [Line Items]
Loss contingency accrual					0		0
Threatened Litigation
Loss Contingencies [Line Items]
Loss contingency accrual					$ 0		$ 0

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Derivative Financial Instruments (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Derivative [Line Items]
Derivative assets recorded on the consolidated balance sheet, reduced as a result of master netting agreements	$ 900,000,000
Derivative liabilities recorded on the consolidated balance sheet, reduced as a result of master netting agreements			$ 1,700,000,000
Derivative asset, fair value, amount offset against collateral	177,800,000		877,200,000
Gross Amount of Recognized Liabilities for Repurchase Agreements in Note 21	237,600,000		336,400,000
Gains or losses reclassified into earnings	$ 0	$ 0
Maximum length of time over which exposure was being hedged	23 months
Securities posted as collateral	$ 52,200,000		70,700,000
Aggregate fair value of all derivative instruments with credit-risk-related contingent features that are in a liability position	271,200,000		358,200,000
Collateral deposited with derivative counterparties for derivatives instruments with credit-risk-related contingent features that are in a liability position	159,800,000		317,500,000
Termination payments that could have been required for derivative instruments with credit-risk-related contingent features	111,400,000		40,700,000
Ineffectiveness or changes in the fair value of hedged items recognized in earnings for fair value hedges	0	0
Ineffectiveness recognized in earnings for cash flow hedges	0	0
Ineffectiveness from net investment hedges	0	$ 0
Net Investment Hedges
Derivative [Line Items]
Derivative assets recorded on the consolidated balance sheet, reduced as a result of master netting agreements	941,500,000
Derivative liabilities recorded on the consolidated balance sheet, reduced as a result of master netting agreements			1,700,000,000
Derivative asset, fair value, amount offset against collateral	411,100,000		461,300,000
Gross Amount of Recognized Liabilities for Repurchase Agreements in Note 21	207,200,000		722,100,000
This amount represents additional cash collateral received from derivative counterparties not offset against derivative assets	127,200,000		70,800,000
This amount represents additional cash collateral deposited with derivative counterparties not offset against derivative liabilities	$ 126,200,000		$ 324,500,000
Client Related and Trading
Derivative [Line Items]
Percentage of derivatives outstanding related to client-related and trading activities	96.00%		96.00%
Foreign Currency Denominate
Derivative [Line Items]
Estimated net gain (loss) to be reclassified into net income within the next twelve months relating to cash flow hedges	$ 2,900,000
Foreign Currency Denominated Investment Securities
Derivative [Line Items]
Estimated net gain (loss) to be reclassified into net income within the next twelve months relating to cash flow hedges	(400,000)
Available for Sale Investment Securities
Derivative [Line Items]
Estimated net gain (loss) to be reclassified into net income within the next twelve months relating to cash flow hedges	$ 200,000

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Derivative Financial Instruments (Notional and Fair Values of Client-Related and Trading Derivative Financial Instruments) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Derivative [Line Items]
Fair value asset	$ 1,530.3	$ 3,047.6
Fair value liability	1,386.3	2,767.6
Client Related and Trading
Derivative [Line Items]
Notional Value	293,076.0	280,181.4
Fair value asset	1,928.6	3,361.2
Fair value liability	1,899.9	3,306.9
Client Related and Trading | Foreign Exchange Contracts
Derivative [Line Items]
Notional Value	286,237.9	273,213.1
Fair value asset	1,851.8	3,274.2
Fair value liability	1,832.6	3,221.7
Client Related and Trading | Interest Rate Contracts
Derivative [Line Items]
Notional Value	6,838.1	6,968.3
Fair value asset	76.8	87.0
Fair value liability	$ 67.3	$ 85.2

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Derivative Financial Instruments (Location and Amount of Gains and Losses Recorded in Income) (Details) - Client Related and Trading - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Derivative Gain Recognized in Income	$ 49.3	$ 64.6
Foreign Exchange Contracts | Foreign Exchange Trading Income
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Derivative Gain Recognized in Income	48.1	60.5
Interest Rate Contracts | Security Commissions and Trading Income
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Derivative Gain Recognized in Income	$ 1.2	$ 4.1

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Derivative Financial Instruments (Notional and Fair Value of Designated Risk Management Derivative Financial Instruments) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Derivative [Line Items]
Fair value asset	$ 1,530.3	$ 3,047.6
Fair value liability	1,386.3	2,767.6
Asset And Liability Management
Derivative [Line Items]
Notional Value	9,680.7	9,942.9
Fair value asset	67.8	494.8
Fair value liability	58.9	42.2
Asset And Liability Management | Fair Value Hedges | Senior Notes and Long-Term Subordinated Debt | Interest Rate Swap Contracts
Derivative [Line Items]
Notional Value	1,250.0	1,250.0
Fair value asset	29.7	71.8
Fair value liability	3.5	3.3
Asset And Liability Management | Fair Value Hedges | Available for Sale Investment Securities | Interest Rate Swap Contracts
Derivative [Line Items]
Notional Value	3,670.3	3,873.4
Fair value asset	9.6	88.3
Fair value liability	11.0	16.8
Asset And Liability Management | Cash Flow Hedges | Forecasted Foreign Currency Denominated Transactions | Foreign Exchange Contracts
Derivative [Line Items]
Notional Value	351.5	329.3
Fair value asset	10.2	8.5
Fair value liability	6.2	7.8
Asset And Liability Management | Cash Flow Hedges | Foreign Currency Denominated Investment Securities | Foreign Exchange Contracts
Derivative [Line Items]
Notional Value	1,193.9	1,431.6
Fair value asset	0.0	151.5
Fair value liability	27.7	0.8
Asset And Liability Management | Cash Flow Hedges | Available for Sale Investment Securities | Interest Rate Contracts
Derivative [Line Items]
Notional Value	1,025.0	975.0
Fair value asset	0.2	0.1
Fair value liability	3.0	2.7
Asset And Liability Management | Net Investment Hedges | Net Investments in Non-U.S. Affiliates | Foreign Exchange Contracts
Derivative [Line Items]
Notional Value	2,190.0	2,083.6
Fair value asset	18.1	174.6
Fair value liability	$ 7.5	$ 10.8

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Derivative Financial Instruments (Location and Amount of Derivative Gains and Losses Recorded in Income) (Details) - Asset And Liability Management - Fair Value Hedges - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Derivative Gain Recognized in Income	$ 0.7	$ 12.7
Available for Sale Investment Securities | Interest Rate Swap Contracts | Interest Income
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Derivative Gain Recognized in Income	(2.4)	(34.7)
Senior Notes and Long-Term Subordinated Debt | Interest Rate Swap Contracts | Interest Expense
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Derivative Gain Recognized in Income	$ 3.1	$ 47.4

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Derivative Financial Instruments (Cash Flow Hedge Derivative Gains and Losses Recognized in AOCI and Reclassified to Earnings) (Details) - Asset And Liability Management - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Foreign Exchange Contracts
Derivative Instruments, Gain (Loss) [Line Items]
Net Gain/(Loss) Recognized in AOCI	$ 8.9	$ 4.2
Net Gain/(Loss) Reclassified from AOCI to Net Income
Net Gain/(Loss) Reclassified from AOCI to Net Income	5.0	(1.5)
Interest Rate Contracts
Derivative Instruments, Gain (Loss) [Line Items]
Net Gain/(Loss) Recognized in AOCI	(0.2)	5.2
Net Gain/(Loss) Reclassified from AOCI to Net Income
Net Gain/(Loss) Reclassified from AOCI to Net Income	0.1	0.9
Net Gain/(Loss) Reclassified from AOCI to Net Income | Foreign Exchange Contracts
Net Gain/(Loss) Reclassified from AOCI to Net Income
Other Operating Income	0.7	(1.1)
Interest Income	4.4	0.0
Other Operating Expense	(0.1)	(0.4)
Net Gain/(Loss) Reclassified from AOCI to Net Income | Interest Rate Contracts
Net Gain/(Loss) Reclassified from AOCI to Net Income
Other Operating Income	0.0	0.0
Interest Income	0.1	0.9
Other Operating Expense	$ 0.0	$ 0.0

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Derivative Financial Instruments (Net Investment Hedge Gains and Losses Recognized in AOCI) (Details) - Net Investment Hedges - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Derivative [Line Items]
Hedging Gain / (Loss) Recognized in OCI (Before Tax)	$ (30.5)	$ (26.5)
Foreign Exchange Contracts
Derivative [Line Items]
Hedging Gain / (Loss) Recognized in OCI (Before Tax)	$ (30.5)	$ (26.5)

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Derivative Financial Instruments (Notional and Fair Values of Non-Designated Risk Management Derivative Instruments) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Derivative [Line Items]
Fair value asset	$ 1,530.3	$ 3,047.6
Fair value liability	1,386.3	2,767.6
Nondesignated
Derivative [Line Items]
Notional Value	749.2	559.6
Fair value asset	2.1	0.8
Fair value liability	27.0	27.0
Nondesignated | Foreign Exchange Contracts
Derivative [Line Items]
Notional Value	441.6	289.6
Fair value asset	2.1	0.8
Fair value liability	0.6	1.8
Nondesignated | Other Financial Derivatives
Derivative [Line Items]
Notional Value	307.6	270.0
Fair value asset	0.0	0.0
Fair value liability	$ 26.4	$ 25.2

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Derivative Financial Instruments (Location and Amount of Gains and Losses Recorded in Income for Non-Designated Risk Management Derivative Instruments) (Details) - Nondesignated - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Derivative Gain Recognized in Income	$ (1.2)	$ 1.9
Foreign Exchange Contracts | Others Operating Income
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Derivative Gain Recognized in Income	1.7	2.7
Other Financial Derivatives | Others Operating Income
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Derivative Gain Recognized in Income	$ (2.9)	$ (0.8)

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Offsetting of Assets and Liabilities (Offsetting of Derivative Assets and Securities Purchased Under Agreements to Resell) (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Offsetting Assets [Line Items]
Gross recognized assets, total derivatives subject to a master netting arrangement	$ 1,530,300,000	$ 3,047,600,000
Gross amounts offset, total derivatives subject to a master netting arrangement	1,352,500,000	2,170,400,000
Net amounts presented, total derivatives subject to a master netting arrangements	177,800,000	877,200,000
Net amount, total derivatives not subject to a master netting arrangement	177,800,000	877,200,000
Total Derivatives Not Subject to a Master Netting Arrangement	(468,200,000)	(809,200,000)
Gross recognized assets, total derivatives	1,998,500,000	3,856,800,000
Net Amount	646,000,000	1,686,400,000
Gross recognized assets, securities purchased under agreement to resell	1,933,800,000	1,967,500,000
Net amounts presented, securities purchased under agreements to resell	1,933,800,000	1,967,500,000
Gross amounts not offset, securities purchased under agreements to resell	1,933,800,000	1,967,500,000
Other assets excluding derivatives and non financial instruments	3,300,000,000	3,300,000,000
Federal funds sold	0	6,800,000
Cash collateral possessed that was not offset	0	0
Foreign Exchange Contracts | Over the Counter Derivative
Offsetting Assets [Line Items]
Gross recognized assets, total derivatives subject to a master netting arrangement	1,414,100,000	2,800,400,000
Gross amounts offset, total derivatives subject to a master netting arrangement	884,000,000	1,651,900,000
Net amounts presented, total derivatives subject to a master netting arrangements	530,100,000	1,148,500,000
Net amount, total derivatives not subject to a master netting arrangement	530,100,000	1,148,500,000
Interest Rate Swap Contracts | Over the Counter Derivative
Offsetting Assets [Line Items]
Gross recognized assets, total derivatives subject to a master netting arrangement	(10,300,000)	129,800,000
Gross amounts offset, total derivatives subject to a master netting arrangement	17,800,000	18,200,000
Net amounts presented, total derivatives subject to a master netting arrangements	(28,100,000)	111,600,000
Net amount, total derivatives not subject to a master netting arrangement	(28,100,000)	111,600,000
Interest Rate Swap Contracts | Exchange Cleared
Offsetting Assets [Line Items]
Gross recognized assets, total derivatives subject to a master netting arrangement	126,500,000	117,400,000
Gross amounts offset, total derivatives subject to a master netting arrangement	20,500,000	21,800,000
Net amounts presented, total derivatives subject to a master netting arrangements	106,000,000	95,600,000
Net amount, total derivatives not subject to a master netting arrangement	106,000,000	95,600,000
Cross Product Netting Adjustment
Offsetting Assets [Line Items]
Gross amounts offset, total derivatives subject to a master netting arrangement	19,200,000	17,200,000
Cross Product Collateral Adjustment
Offsetting Assets [Line Items]
Gross amounts offset, total derivatives subject to a master netting arrangement	$ 411,000,000	$ 461,300,000

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Offsetting of Assets and Liabilities (Offsetting of Derivative Liabilities and Securities Sold Under Agreements to Repurchase) (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Offsetting Liabilities [Line Items]
Gross recognized liabilities, total derivatives subject to a master netting arrangement	$ 1,386,300,000	$ 2,767,600,000
Gross amounts offset, total derivatives subject to a master netting arrangement	1,148,700,000	2,431,200,000
Net amounts presented, total derivatives subject to a master netting arrangement	237,600,000	336,400,000
Net amount, total derivatives subject to a master netting arrangement	237,600,000	336,400,000
Total Derivatives Not Subject to a Master Netting Arrangement	599,600,000	608,500,000
Gross recognized liabilities, total derivatives	1,985,900,000	3,376,100,000
Derivative Liabilities	837,200,000	944,900,000
Gross recognized liabilities, securities sold under agreements to repurchase	433,200,000	473,700,000
Net amounts presented, securities sold under agreements to repurchase	433,200,000	473,700,000
Gross amounts not offset, securities sold under agreements to repurchase	433,200,000	473,700,000
Other liabilities	2,200,000,000	2,700,000,000
Cash collateral possessed that was not offset	0	0
Foreign Exchange Contracts | Over the Counter Derivative
Offsetting Liabilities [Line Items]
Gross recognized liabilities, total derivatives subject to a master netting arrangement	1,275,100,000	2,634,400,000
Gross amounts offset, total derivatives subject to a master netting arrangement	884,000,000	1,651,900,000
Net amounts presented, total derivatives subject to a master netting arrangement	391,100,000	982,500,000
Net amount, total derivatives subject to a master netting arrangement	391,100,000	982,500,000
Interest Rate Swap Contracts | Over the Counter Derivative
Offsetting Liabilities [Line Items]
Gross recognized liabilities, total derivatives subject to a master netting arrangement	64,300,000	86,200,000
Gross amounts offset, total derivatives subject to a master netting arrangement	17,800,000	18,200,000
Net amounts presented, total derivatives subject to a master netting arrangement	46,500,000	68,000,000
Net amount, total derivatives subject to a master netting arrangement	46,500,000	68,000,000
Interest Rate Swap Contracts | Exchange Cleared
Offsetting Liabilities [Line Items]
Gross recognized liabilities, total derivatives subject to a master netting arrangement	20,500,000	21,800,000
Gross amounts offset, total derivatives subject to a master netting arrangement	20,500,000	21,800,000
Other Financial Derivatives
Offsetting Liabilities [Line Items]
Gross recognized liabilities, total derivatives subject to a master netting arrangement	26,400,000	25,200,000
Net amounts presented, total derivatives subject to a master netting arrangement	26,400,000	25,200,000
Net amount, total derivatives subject to a master netting arrangement	26,400,000	25,200,000
Cross Product Netting Adjustment
Offsetting Liabilities [Line Items]
Gross amounts offset, total derivatives subject to a master netting arrangement	19,200,000	17,200,000
Cross Product Collateral Adjustment
Offsetting Liabilities [Line Items]
Gross amounts offset, total derivatives subject to a master netting arrangement	$ 207,200,000	$ 722,100,000