FWP

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration No. 333-219591

July 31, 2018

 

LOGO

Northern Trust Corporation

Pricing Term Sheet

July 31, 2018

$500,000,000

3.65% Senior Notes due 2028

 

Issuer   Northern Trust Corporation
Security   3.65% Senior Notes due 2028
Expected Ratings   A2 (Moody’s) / A+ (S&P) / AA- (Fitch)
Currency   USD
Principal Amount   $500,000,000
Maturity   August 3, 2028
Coupon   3.65%
Payment Frequency   Semi-Annually
Day Count Convention   30/360
Optional Redemption:   Redeemable in whole or in part, by the Issuer on or after 3 months prior to the maturity date at 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date
Benchmark Treasury   2.875% US Treasury due May 15, 2028
Spread to Benchmark Treasury   +70 bps
Benchmark Treasury Spot and Yield   99-07+; 2.965%
Price to Public   99.875% of principal amount
Proceeds (Before Expenses) to Issuer   $497,125,000 (99.425%)
Interest Payment Dates   February 3 and August 3 of each year, commencing February 3, 2019
Trade Date   July 31, 2018
Settlement Date   August 3, 2018 (T+3)
Denominations   $2,000 x $1,000
CUSIP / ISIN   665859AT1 / US665859AT17


Joint Book-Running Managers  

Barclays Capital Inc.

Morgan Stanley & Co. LLC

UBS Securities LLC

Wells Fargo Securities, LLC

Co-Managers  

Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

Junior Co-Managers  

Loop Capital Markets LLC

The Williams Capital Group, L.P.

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

This communication is intended for the sole use of the person to whom it is provided by us. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (i) Barclays Capital Inc. at 1-888- 603-5847, (ii) Morgan Stanley & Co. LLC at 1-866-718-1649, (iii) UBS Securities LLC at 1-888-827-7275, or (iv) Wells Fargo Securities, LLC at 1-800-645-3751.

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