CORRESP 1 filename1.txt NORTHERN TRUST CORPORATION 50 South La Salle Street Chicago, Illinois 60675 (312) 630-6000 [NORTHERN TRUST LOGO] July 18, 2008 Mr. Gregory Dundas Staff Attorney Division of Corporation Finance U.S. Securities and Exchange Commission Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Re: Northern Trust Corporation Form 10-K for the Fiscal Year Ended December 31, 2007 Definitive Proxy Statement on Schedule 14A filed March 10, 2008 Form 10-Q for the Quarterly Period Ended March 31, 2008 File No. 000-05965 ------------------------------------------------------- Dear Mr. Dundas: We have reviewed the letter of the staff of the Securities and Exchange Commission (the "Commission") dated July 11, 2008 following up on our response filed with the Commission on July 9, 2008 to the staff's comments on the above-referenced filings of Northern Trust Corporation (the "Corporation"). The following is the Corporation's response to the Commission staff's additional comment. For convenience, the Commission staff's comment is reproduced in bold typeface, and the Corporation's response appears in regular typeface. FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 ----------------------------------------------------- ITEM 1A - RISK FACTORS, PAGE 25 ------------------------------ 1. WE NOTE YOUR RESPONSE TO OUR PRIOR COMMENT NO. 1, SPECIFICALLY THAT YOU WILL IN THE FUTURE, "WHERE APPROPRIATE, SUBDIVIDE SOME OF THE CATEGORIES INTO PARAGRAPHS OR BULLET POINTS. . . ." WE CONTINUE TO BELIEVE THAT ITEM 503(c) OF REGULATION S-K CALLS FOR A VERY SPECIFIC FORMAT, NAMELY "A DISCUSSION OF THE MOST SIGNIFICANT FACTORS" THAT MAKE INVESTMENT IN THE ISSUER'S ------------------------ SECURITIES RISKY. EACH RISK FACTOR SHOULD BE SET FORTH INDIVIDUALLY, WITH A CLEAR SUBHEADING DESCRIBING THE RISK, AND A DISCUSSION THAT ADEQUATELY DESCRIBES THE RISK IN CLEAR, CONCRETE TERMS SPECIFIC TO THE ISSUER, QUANTIFYING THOSE TERMS WHERE APPROPRIATE. IN YOUR RESPONSE, PLEASE INDICATE YOUR INTENTION TO REVISE YOUR RISK FACTORS ACCORDINGLY IN FUTURE FILINGS. RESPONSE: -------- In future filings, the Corporation will present its discussion of risk factors in a format that sets forth each risk factor [NORTHERN TRUST LOGO] Mr. Gregory Dundas U.S. Securities and Exchange Commission Division of Corporation Finance July 18, 2008 Page 2 individually, with a subcaption that clearly describes the particular risk and a clear explanation of how the risk affects the Corporation. If you have any questions regarding this letter, please call me at (312) 557-8265. Very truly yours, /s/ Kelly R. Welsh ---------------------------- Kelly R. Welsh Executive Vice President and General Counsel