Form 8-K












Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 30, 2012



Northern Trust Corporation

(Exact name of Registrant as specified in its charter)




Delaware    0-5965    36-2723087
(State or other jurisdiction    (Commission    (IRS Employer
of incorporation)    File Number)    Identification No.)
50 South LaSalle Street, Chicago, Illinois    60603
(Address of principal executive offices)    (Zip Code)

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



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


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




Item 7.01 Regulation FD Disclosure.

On July 30, 2012, Northern Trust Corporation (the “Corporation”) issued a press release announcing it has priced a public offering of $500,000,000 aggregate principal amount of the Corporation’s 2.375% Notes due 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into Item 7.01 of this Current Report on Form 8-K by reference.

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


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit 99.1    Press Release of Northern Trust Corporation, dated July 30, 2012


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
Date: July 30, 2012   By:  

/s/ William R. Dodds, Jr.


William R. Dodds, Jr.

Executive Vice President and Treasurer



Exhibit Number


Description of Exhibit

99.1    Press Release of Northern Trust Corporation, dated July 30, 2012