8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 20, 2021

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-36609	36-2723087
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
50 South LaSalle Street			60603
Chicago,	Illinois		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code (312) 630-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1.66 2/3 Par Value	NTRS	The NASDAQ Stock Market LLC
Depositary Shares, each representing 1/1,000th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock	NTRSO	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01.    Regulation FD Disclosure

On April 20, 2021 at approximately 10:30 a.m. (CT), Michael G. O’Grady, Chairman, President and Chief Executive Officer of the Corporation (the “Corporation”), spoke at the Corporation’s Annual Meeting of Stockholders (the “Annual Meeting”). A webcast of the presentation will be available for replay for 30 days from the presentation date and can be accessed from the “Investor Relations” section of the Corporation’s website at www.northerntrust.com/about-us/investor-relations. Attached as Exhibit 99.1 are the slides that Mr. O’Grady presented at the Annual Meeting.

The information in this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

Item 9.01.    Financial Statements and Exhibits

    (d) Exhibits:

Exhibit Number	Description
99.1	Annual Meeting Slides
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NORTHERN TRUST CORPORATION
		(Registrant)
Dated:	April 20, 2021	By:	/s/ Mark M. Bette
			Mark M. Bette
			Senior Vice President and Director of Investor Relations

EX-99.1

northerntrust.com | © 2021 Northern Trust Corporation 2021 Annual Meeting of Stockholders April 20, 2021 NORTHERN TRUST CORPORATION

2northerntrust.com | © 2021 Northern Trust Corporation FORWARD-LOOKING STATEMENTS This presentation 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 and share repurchase program, accounting estimates and assumptions, credit quality including allowance levels, future pension plan contributions, effective tax rate, anticipated expense levels, contingent liabilities, acquisitions, strategies, market and industry trends, and expectations regarding the impact of accounting pronouncements and legislation. Forward-looking statements also include statements, other than those related to historical facts, that relate to the ongoing COVID-19 pandemic and its impact on global economic and market conditions and Northern Trust’s business, financial condition, and results of operations. 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 the factors discussed in Northern Trust’s most recent annual report on Form 10-K and other filings with the U.S. Securities and Exchange Commission, all of which are available on Northern Trust’s website. We caution you not to place undue reliance on any forward-looking statement as actual results may differ materially from those expressed or implied by forward-looking statements. Northern Trust assumes no obligation to update its forward-looking statements.

3northerntrust.com | © 2021 Northern Trust Corporation Service Relentless drive to provide exceptional service Expertise Resolving complex challenges with world class capabilities Integrity Consistently acting with the highest ethics, utmost honesty and unfailing reliability NORTHERN TRUST CORPORATION Our Clients Wealth Management

4northerntrust.com | © 2021 Northern Trust Corporation HOLISTIC SOLUTIONS WEALTH MANAGEMENT A full array of goals-driven wealth management services for individuals, families and private businesses • More than 130 years of experience advising wealthy families • Serving more than 25% of the Forbes 400 • Introduced The Northern Trust Institute during 2020

6northerntrust.com | © 2021 Northern Trust Corporation Active Index Tax-Advantaged Active Index Liquidity Fixed Income Hedge Funds Private Equity Private Credit Real Assets Infrastructure Real Estate Sustainable Investing Multi-Asset Class Retirement Outsourced CIO Investment Institute Strategic Tactical Asset Allocation Capital Markets & Portfolio Construction Expertise Equity Alternatives Solutions ASSET MANAGEMENT A leading global investment manager providing a range of asset management solutions to a diversified client base

5northerntrust.com | © 2021 Northern Trust Corporation Front, middle and back office asset servicing solutions for sophisticated global investors ASSET SERVICING Operations and Data • Middle Office Outsourcing • Data Warehouse Solutions • Fund Administration • Investor Services / Transfer Agency • Governance and Oversight Securities Services • Settlement and Safekeeping • Cash and Banking • Accounting and Valuation • Compliance and Exposure Tools • Performance/Risk Analytics Investment Process • Research • Idea Generation • Portfolio Construction • Behavioral Analytics • Order Management System (OMS) Integration Capital Markets • Brokerage • Outsourced Execution • Liquidity Solutions • Securities Finance • Foreign Exchange

7northerntrust.com | © 2021 Northern Trust Corporation FINANCIAL PERFORMANCE HOLISTIC SOLUTIONS $ in million EPS and ROE are actual numbers Fiscal Year 2020 % Change vs. 2019 Noninterest Income $ 4,658 +6% Net Interest Income 1,443 (14%) Total Revenue 6,101 0% Provision for Credit Losses 125 N/M Total Expenses 4,348 +5% Net Income 1,209 (19%) Earnings Per Share (EPS) 5.46 (18%) Return on Average Common Equity (ROE) 11.2% 14.9% $14.5 trillion $1.4 trillion $170 billion ASSETS UNDER CUSTODY/ ADMINISTRATION ASSETS UNDER MANAGEMENT BALANCE SHEET As of December 31, 2020. N/M = not meaningful

8northerntrust.com | © 2021 Northern Trust Corporation • Educational excellence • Food security • Accessible healthcare • Affordable housing SERVING OUR COMMUNITIES

9northerntrust.com | © 2021 Northern Trust Corporation 2021 PRIORITIES • Digital, data driven delivery • Organic growth • Employee skills for the future • Productivity • Foundational strength

10northerntrust.com | © 2021 Northern Trust Corporation

XML

Cover Page Cover Page	Apr. 20, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 20, 2021
Entity Registrant Name	NORTHERN TRUST CORP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36609
Entity Tax Identification Number	36-2723087
Entity Address, Address Line One	50 South LaSalle Street
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60603
City Area Code	312
Local Phone Number	630-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000073124
Amendment Flag	false
Entity Address, City or Town	Chicago,
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $1.66 2/3 Par Value
Trading Symbol	NTRS
Security Exchange Name	NASDAQ
Depositary Shares
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing 1/1,000th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock
Trading Symbol	NTRSO
Security Exchange Name	NASDAQ