NORTHERN TRUST CORP (Form: 10-Q, Received: 05/04/2018 16:50:26)

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, 2018



¨	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 x No ¨

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

224,991,295 Shares – $1.66 2/3 Par Value

(Shares of Common Stock Outstanding on March 31, 2018 )

Table of Contents

NORTHERN TRUST CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31 , 2018

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)	26
Consolidated Balance Sheets	26
Consolidated Statements of Income	27
Consolidated Statements of Comprehensive Income	27
Consolidated Statements of Changes in Stockholders’ Equity	28
Consolidated Statements of Cash Flows	29
Notes to Consolidated Financial Statements	30
Item 4: Controls and Procedures	73

Part II – Other Information
Item 1: Legal Proceedings	73
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	73
Item 6: Exhibits	73

Signatures	74

Table of Contents

CONSOLIDATED FINANCIAL HIGHLIGHTS

(UNAUDITED)



	Three Months Ended March 31,
CONDENSED INCOME STATEMENTS (In Millions)	2018			2017			% Change ⁽¹⁾
Noninterest Income	$	1,092.0		$	930.9		17	%
Net Interest Income	384.0			353.5			9
Provision for Credit Losses	(3.0		)	(1.0		)	200
Noninterest Expense	995.3			894.5			11
Income before Income Taxes	483.7			390.9			24
Provision for Income Taxes	102.1			114.8			(11	)
Net Income	$	381.6		$	276.1		38	%



PER COMMON SHARE
Net Income — Basic	$	1.59	$	1.10	45	%
— Diluted	1.58		1.09		45
Cash Dividends Declared Per Common Share	0.42		0.38		11
Book Value — End of Period (EOP)	41.66		39.62		5
Market Price — EOP	103.13		86.58		19



SELECTED BALANCE SHEET DATA (In Millions)
	March 31, 2018		December 31, 2017		% Change ⁽¹⁾
End of Period:
Assets	$	129,672.2	$	138,590.5	(6	)%
Earning Assets	120,384.4		129,656.6		(7	)
Deposits	105,191.4		112,390.8		(6	)
Stockholders’ Equity	10,226.0		10,216.2		—



	Three Months Ended March 31,
	2018		2017		% Change ⁽¹⁾
Average Balances:
Assets	$	124,493.3	$	116,476.4	7	%
Earning Assets	115,686.3		108,951.8		6
Deposits	98,197.5		94,933.6		3
Stockholders’ Equity	10,137.7		9,791.4		4



CLIENT ASSETS (In Billions)	March 31, 2018		December 31, 2017		% Change ⁽¹⁾
Assets Under Custody/Administration ⁽²⁾	$	10,785.7	$	10,722.6	1	%
Assets Under Custody	8,111.7		8,084.6		—
Assets Under Management	1,165.7		1,161.0		—


⁽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.

Table of Contents

SELECTED RATIOS AND METRICS



	Three Months Ended March 31,
	2018		2017
Financial Ratios:
Return on Average Common Equity	16.0	%	11.6	%
Return on Average Assets	1.24		0.96
Dividend Payout Ratio	26.6		34.9
Net Interest Margin ⁽¹⁾	1.38		1.35



	March 31, 2018				December 31, 2017
	Advanced Approach		Standardized Approach		Advanced Approach		Standardized Approach
Capital Ratios:
Northern Trust Corporation
Common Equity Tier 1	13.0	%	12.3	%	13.5	%	12.6	%
Tier 1	14.3		13.6		14.8		13.8
Total	16.2		15.5		16.7		15.8
Tier 1 Leverage	7.6		7.6		7.8		7.8
Supplementary Leverage	6.6		N/A		6.8		N/A

The Northern Trust Company
Common Equity Tier 1	13.6	%	12.6	%	13.7	%	12.6	%
Tier 1	13.6		12.6		13.7		12.6
Total	15.2		14.3		15.4		14.3
Tier 1 Leverage	7.0		7.0		7.0		7.0
Supplementary Leverage	6.1		N/A		6.1		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 22.

Table of Contents

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 $1.58 in the current quarter, up from $1.09 in the first quarter of 2017 . Net income was $381.6 million in the current quarter as compared to $276.1 million in the prior-year quarter. Annualized return on average common equity was 16.0% in the current quarter and 11.6% in the prior-year quarter. The annualized return on average assets was 1.24% in the current quarter as compared to 0.96% in the prior-year quarter.

Revenue of $1.48 billion in the current quarter was up $191.6 million , or 15% , from $1.28 billion in the prior-year quarter.

Noninterest income increased $161.1 million , or 17% , to $1.09 billion from $930.9 million in the prior-year quarter, primarily reflecting higher trust, investment and other servicing fees and foreign exchange trading income.

Net interest income increased $30.5 million , or 9% , to $384.0 million in the current quarter as compared to $353.5 million in the prior-year quarter, primarily the result of a higher net interest margin and an increase in earning assets.

The provision for credit losses was a credit of $3.0 million in the current quarter, as compared to a credit of $1.0 million in the prior-year quarter.

Noninterest expense totaled $995.3 million in the current quarter, up $100.8 million , or 11% , from $894.5 million in the prior-year quarter, primarily attributable to higher compensation, outside services, employee benefits, and equipment and software expense.

The provision for income taxes in the current quarter totaled $102.1 million , representing an effective tax rate of 21.1% . The provision for income taxes in the prior-year quarter totaled $114.8 million , representing an effective tax rate of 29.4% .

Table of Contents

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)	2018			2017			Change
Trust, Investment and Other Servicing Fees	$	937.7		$	808.2		$	129.5		16	%
Foreign Exchange Trading Income	78.5			48.1			30.4			63
Treasury Management Fees	14.0			14.7			(0.7		)	(5	)
Security Commissions and Trading Income	27.2			20.5			6.7			33
Other Operating Income	34.8			39.7			(4.9		)	(12	)
Investment Security (Losses) Gains, net	(0.2		)	(0.3		)	0.1			(33	)
Total Noninterest Income	$	1,092.0		$	930.9		$	161.1		17	%

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 calculations on which fees are based are performed on a monthly or quarterly basis in arrears. For a further discussion of trust, investment and other servicing fees and how they are derived, refer to the “Reporting Segments” section.

When considering the impact of markets on the Corporation’s results, the following tables present selected market indices and the percentage changes year over year.

Table 2: Equity Market Indices



	Daily Averages				Period-End
	Three Months Ended March 31,				As of March 31,
	2018	2017	Change		2018	2017	Change

S&P 500	2,733	2,325	18	%	2,641	2,363	12	%
MSCI EAFE (U.S. dollars)	2,072	1,749	18	%	2,002	1,793	12
MSCI EAFE (local currency)	1,147	1,060	8	%	1,105	1,078	2

Table 3: Fixed Income Market Indices



	As of March 31,
	2018	2017	Change

Barclays Capital U.S. Aggregate Bond Index	2,016	1,993	1	%
Barclays Capital Global Aggregate Bond Index	491	459	7

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 4: Assets Under Custody / Administration



Assets Under Custody / Administration	March 31, 2018		December 31, 2017		March 31, 2017		Change Q1-18/Q4-17		Change Q1-18/Q1-17
($ In Billions)	March 31, 2018		December 31, 2017		March 31, 2017		Change Q1-18/Q4-17		Change Q1-18/Q1-17
Corporate & Institutional	$	10,131.7	$	10,066.8	$	8,338.2	1	%	22	%
Wealth Management	654.0		655.8		586.5		—		12
Total Assets Under Custody / Administration	$	10,785.7	$	10,722.6	$	8,924.7	1	%	21	%

Table of Contents

FIRST QUARTER CONSOLIDATED RESULTS OF OPERATIONS (continued)

Noninterest Income (continued)

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

Table 5: Assets Under Custody



Assets Under Custody	March 31, 2018		December 31, 2017		March 31, 2017		Change Q1-18/Q4-17		Change Q1-18/Q1-17
($ In Billions)	March 31, 2018		December 31, 2017		March 31, 2017		Change Q1-18/Q4-17		Change Q1-18/Q1-17
Corporate & Institutional	$	7,466.5	$	7,439.1	$	6,533.3	—	%	14	%
Wealth Management	645.2		645.5		574.4		—		12
Total Assets Under Custody	$	8,111.7	$	8,084.6	$	7,107.7	—	%	14	%

The 14% increase in consolidated assets under custody from $7.11 trillion as of March 31, 2017 to $8.11 trillion as of March 31, 2018 primarily reflected the impact of favorable markets, new business, and the favorable impact of movements in foreign exchange rates.

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

Table 6: Allocation of Assets Under Custody



	March 31, 2018						December 31, 2017						March 31, 2017
Assets Under Custody	C&IS		WM		Total		C&IS		WM		Total		C&IS		WM		Total
Equities	45	%	58	%	46	%	46	%	58	%	47	%	45	%	56	%	46	%
Fixed Income	37		18		36		37		19		35		37		21		36
Cash and Other Assets	15		24		16		15		23		16		16		23		16
Securities Lending Collateral	3		—		2		2		—		2		2		—		2

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

Table 7: Assets Under Management



Assets Under Management	March 31, 2018		December 31, 2017		March 31, 2017		Change Q1-18/Q4-17		Change Q1-18/Q1-17
($ In Billions)	March 31, 2018		December 31, 2017		March 31, 2017		Change Q1-18/Q4-17		Change Q1-18/Q1-17
Corporate & Institutional	$	878.3	$	871.2	$	741.1	1	%	19	%
Wealth Management	287.4		289.8		260.2		(1	)	10
Total Assets Under Management	$	1,165.7	$	1,161.0	$	1,001.3	—	%	16	%

The 16% increase in consolidated assets under management from $1.00 trillion at March 31, 2017 to $1.17 trillion as of March 31, 2018 was primarily due to net inflows in securities lending collateral and cash, as well as favorable markets.

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

Table 8: Assets Under Management by Investment Type



($ In Billions)	March 31, 2018		December 31, 2017		March 31, 2017
Equities	$	583.7	$	592.3	$	516.8
Fixed Income	177.7		183.5		165.8
Cash and Other Assets	216.8		217.5		195.1
Securities Lending Collateral	187.5		167.7		123.6
Total Assets Under Management	$	1,165.7	$	1,161.0	$	1,001.3

Table of Contents

FIRST QUARTER CONSOLIDATED RESULTS OF OPERATIONS (continued)

Noninterest Income (continued)

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

Table 9: Allocation of Assets Under Management



	March 31, 2018						December 31, 2017						March 31, 2017
Assets Under Management	C&IS		WM		Total		C&IS		WM		Total		C&IS		WM		Total
Equities	50	%	52	%	50	%	51	%	51	%	51	%	52	%	49	%	52	%
Fixed Income	12		25		15		13		25		16		13		27		17
Cash and Other Assets	17		23		19		17		24		19		18		24		19
Securities Lending Collateral	21		—		16		19		—		14		17		—		12

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

Table 10: Activity in Consolidated Assets Under Management by Investment Type



		Three Months Ended
($ In Billions)		March 31, 2018			December 31, 2017			September 30, 2017			June 30, 2017			March 31, 2017
Beginning Balance of AUM		$	1,161.0		$	1,125.1		$	1,028.8		$	1,001.3		$	942.4
Inflows by Investment Type
	Equity	44.2			63.0			51.2			36.3			41.6
	Fixed Income	17.4			23.0			19.8			11.6			13.7
	Cash & Other Assets	114.4			116.3			101.6			98.2			91.8
	Securities Lending Collateral	68.1			32.4			45.5			24.9			29.6

Total Inflows		244.1			234.7			218.1			171.0			176.7

Outflows by Investment Type
	Equity	(47.8		)	(67.7		)	(41.0		)	(38.6		)	(38.4		)
	Fixed Income	(24.0		)	(20.7		)	(13.0		)	(10.5		)	(13.0		)
	Cash & Other Assets	(117.4		)	(111.8		)	(83.0		)	(99.5		)	(89.7		)
	Securities Lending Collateral	(48.3		)	(26.8		)	(14.4		)	(17.5		)	(18.0		)

Total Outflows		(237.5		)	(227.0		)	(151.4		)	(166.1		)	(159.1		)

Net Inflows / (Outflows)		6.6			7.7			66.7			4.9			17.6

Market Performance, Currency & Other
	Market Performance & Other	(4.6		)	27.9			26.6			18.2			38.9
	Currency	2.7			0.3			3.0			4.4			2.4
Total Market Performance, Currency & Other		(1.9		)	28.2			29.6			22.6			41.3

Ending Balance of AUM		$	1,165.7		$	1,161.0		$	1,125.1		$	1,028.8		$	1,001.3

Foreign exchange trading income totaled $78.5 million in the current quarter, up $30.4 million , or 63% , compared to $48.1 million in the prior-year quarter. The increase was primarily due to higher client volumes and increased foreign exchange swap activity in Treasury as compared to the prior-year quarter.

Security commissions and trading income totaled $27.2 million , up $6.7 million , or 33% , compared to $20.5 million in the prior-year quarter. The increase was primarily due to higher core brokerage and transition management revenue as compared to the prior-year quarter.

Table of Contents

FIRST QUARTER CONSOLIDATED RESULTS OF OPERATIONS (continued)

Noninterest Income (continued)

Other operating income totaled $34.8 million in the current quarter, down $4.9 million , or 12% , compared to $39.7 million in the prior-year quarter, primarily due to foreign currency adjustments . The components of other operating income are provided below.

Table 11: Other Operating Income



Other Operating Income	Three Months Ended March 31,
($ In Millions)	2018		2017		Change
Loan Service Fees	$	12.5	$	12.4	$	0.1		1	%
Banking Service Fees	12.5		12.4		0.1			1
Other Income	9.8		14.9		(5.1		)	35
Total Other Operating Income	$	34.8	$	39.7	$	(4.9	)	(12	)%

Table of Contents

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 12: Average Consolidated Balance Sheets with Analysis of Net Interest Income



	NORTHERN TRUST CORPORATION
(Interest and Rate on a Fully Taxable Equivalent Basis)	FIRST QUARTER
(Interest and Rate on a Fully Taxable Equivalent Basis)	2018							2017
($ In Millions)	Interest		Average Balance			Rate ⁽⁵⁾		Interest		Average Balance			Rate ⁽⁵⁾
Average Earning Assets

Federal Reserve and Other Central Bank Deposits	$	47.4	$	26,495.1		0.72	%	$	29.7	$	21,806.9		0.55	%
Interest-Bearing Due from and Deposits with Banks ⁽¹⁾	19.9		6,920.4			1.17		14.9		6,684.3			0.91
Federal Funds Sold and Securities Purchased under Agreements to Resell	6.8		1,467.1			1.89		6.5		2,011.7			1.32
Securities
U.S. Government	23.8		5,735.4			1.68		25.5		7,213.8			1.44
Obligations of States and Political Subdivisions	2.4		678.2			1.42		3.6		989.7			1.47
Government Sponsored Agency	81.4		18,848.3			1.75		68.9		17,796.8			1.57
Other ⁽²⁾	79.2		23,073.8			1.39		54.6		18,777.4			1.18
Total Securities	186.8		48,335.7			1.57		152.6		44,777.7			1.38
Loans and Leases ⁽³⁾	253.7		32,468.0			3.17		215.5		33,671.2			2.59
Total Earning Assets	514.6		115,686.3			1.80		419.2		108,951.8			1.56
Allowance for Credit Losses Assigned to Loans and Leases	—		(131.0		)	—		—		(160.8		)	—
Cash and Due from Banks and Other Central Bank Deposits ⁽⁴⁾	—		2,593.2			—		—		2,116.6			—
Buildings and Equipment	—		457.0			—		—		465.9			—
Client Security Settlement Receivables	—		1,012.0			—		—		829.6			—
Goodwill	—		611.0			—		—		519.7			—
Other Assets	—		4,264.8			—		—		3,753.6			—
Total Assets	$	—	$	124,493.3		—	%	$	—	$	116,476.4		—	%
Average Source of Funds
Deposits
Savings, Money Market and Other	$	12.9	$	15,916.4		0.33	%	$	3.2	$	15,446.7		0.09	%
Savings Certificates and Other Time	2.1		1,058.5			0.82		2.3		1,338.5			0.70
Non-U.S. Offices — Interest-Bearing	48.1		59,199.7			0.33		22.1		52,435.9			0.17
Total Interest-Bearing Deposits	63.1		76,174.6			0.34		27.6		69,221.1			0.16
Short-Term Borrowings	34.5		9,405.3			1.49		9.0		5,659.1			0.65
Senior Notes	11.8		1,497.4			3.18		11.7		1,496.7			3.17
Long-Term Debt	11.0		1,426.5			3.14		7.4		1,324.9			2.26
Floating Rate Capital Debt	1.5		277.5			2.21		1.1		277.4			1.56
Total Interest-Related Funds	121.9		88,781.3			0.56		56.8		77,979.2			0.30
Interest Rate Spread	—		—			1.24		—		—			1.26
Demand and Other Noninterest-Bearing Deposits	—		22,022.9			—		—		25,712.5			—
Other Liabilities	—		3,551.4			—		—		2,993.3			—
Stockholders’ Equity	—		10,137.7			—		—		9,791.4			—
Total Liabilities and Stockholders’ Equity	$	—	$	124,493.3		—	%	$	—	$	116,476.4		—	%
Net Interest Income/Margin (FTE Adjusted)	$	392.7	$	—		1.38	%	$	362.4	$	—		1.35	%
Net Interest Income/Margin (Unadjusted)	$	384.0	$	—		1.35	%	$	353.5	$	—		1.32	%

Table of Contents

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, 2018/2017
	Change Due To
(In Millions)	Average Balance		Rate		Total
Earning Assets (FTE)	$	25.4	$	70.0	$	95.4
Interest-Related Funds	10.6		54.5		65.1
Net Interest Income (FTE)	$	14.8	$	15.5	$	30.3


(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.


(2)	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, 2018 and 2017 .


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


(4)	Cash and Due from Banks and Other Central Bank Deposits includes the noninterest-bearing component of Federal Reserve and Other Central Bank Deposits as presented on the consolidated balance sheets.


(5)	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 24.8% and 37.8% for the three months ended March 31, 2018 and 2017 , respectively. Total taxable equivalent interest adjustments amounted to $8.7 million and $8.9 million for the three months ended March 31, 2018 and 2017 , 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 22.

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 $392.7 million in the current quarter, up $30.3 million , or 8% , compared to $362.4 million in the prior-year quarter. The increase was primarily the result of a higher net interest margin and an increase in earning assets. Average earning assets for the current quarter were $115.7 billion , up $6.7 billion , or 6% , from $109.0 billion in the prior-year quarter, primarily resulting from higher levels of short-term interest-bearing deposits and securities, partially offset by reductions in loans and leases. Earning asset growth was funded primarily by higher levels of interest-bearing deposits and borrowed funds, partially offset by lower demand and other noninterest-bearing deposits.

The net interest margin on an FTE basis increased to 1.38% in the current quarter from 1.35% in the prior-year quarter, primarily due to higher short-term interest rates, partially offset by higher premium amortization due to a change in estimation methodology and a balance sheet mix shift.

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 22.

Federal Reserve and other central bank deposits averaged $26.5 billion , up $4.7 billion , or 21% , from $21.8 billion in the prior-year quarter. Average securities were $48.3 billion , up $3.5 billion , or 8% , from $44.8 billion in the prior-year quarter and include certain community development investments, Federal Home Loan Bank stock, and Federal Reserve stock of $412.3 million , $203.3 million and $53.1 million , respectively, which are recorded in other assets in the consolidated balance sheets.

Loans and leases averaged $32.5 billion , down $1.2 billion , or 4% , from $33.7 billion in the prior-year quarter, primarily reflecting lower levels of residential real estate, commercial real estate, and commercial and institutional loans, partially offset by increases in private client loans. Residential real estate loans averaged $7.3 billion , down $655.9 million , or 8% , from $7.9 billion for the prior-year quarter. Commercial real estate loans averaged $3.5 billion , down $460.9 million , or 12% , from $4.0 billion for the prior-year quarter. Commercial and institutional loans averaged $9.1 billion , down $409.9 million , or 4% , from $9.6 billion for

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FIRST QUARTER CONSOLIDATED RESULTS OF OPERATIONS (continued)

Net Interest Income (continued)

the prior-year quarter. Private client loans averaged $10.4 billion , up $480.5 million , or 5% , from $10.0 billion for the prior-year quarter.

Northern Trust utilizes a diverse mix of funding sources. Total interest-bearing deposits averaged $76.2 billion in the current quarter, compared to $69.2 billion in the prior-year quarter, an increase of $7.0 billion . Other interest-bearing funds averaged $12.6 billion in the current quarter, compared to $8.8 billion in the prior-year quarter. 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 decreased $4.1 billion , or 13% , to $26.9 billion in the current quarter from $31.0 billion in the prior-year quarter, primarily resulting from lower levels of demand and other noninterest-bearing deposits.

Provision for Credit Losses

The provision for credit losses was a credit of $3.0 million in the current quarter, as compared to a credit of $1.0 million in the prior-year quarter. The credit provision in the current quarter was primarily driven by reductions in outstanding loans and undrawn loan commitments that resulted in a reduction in the inherent allowance ascribed to the commercial real estate, residential real estate, and commercial and institutional portfolios, partially offset by charge-offs in the current quarter . Net charge-offs in the current quarter were $3.0 million , resulting from charge-offs of $4.3 million and recoveries of $1.3 million . The prior-year quarter included $2.0 million of net charge-offs, reflecting $4.7 million of charge-offs and $2.7 million of recoveries. Nonperforming assets of $128.9 million decreased 31% from $186.8 million in the prior-year quarter. Residential real estate, commercial real estate, and commercial and institutional loans accounted for 91% , 5% and 4% , respectively, of total nonperforming loans and leases at March 31, 2018 . For additional discussion of the provision and allowance for credit losses, refer to the “Asset Quality” section beginning on page 16.

Noninterest Expense

The components of noninterest expense are provided below.

Table 13: Noninterest Expense



Noninterest Expense	Three Months Ended March 31,
($ In Millions)	2018		2017		Change
Compensation	$	471.7	$	425.8	$	45.9	11	%
Employee Benefits	91.7		77.8		13.9		18
Outside Services	171.4		153.1		18.3		12
Equipment and Software	140.0		127.3		12.7		10
Occupancy	51.5		45.4		6.1		13
Other Operating Expense	69.0		65.1		3.9		6
Total Noninterest Expense	$	995.3	$	894.5	$	100.8	11	%

Compensation expense, the largest component of noninterest expense, totaled $471.7 million in the current quarter, up $45.9 million , or 11% , compared to $425.8 million in the prior-year quarter, primarily reflecting increased salary expense, higher cash-based incentive accruals, and higher severance charges of $6.1 million . The increase in salary expense was driven by the unfavorable impact of movements in foreign exchange rates, staff growth including the acquisition and integration of UBS Asset Management’s fund administration units in Luxembourg and Switzerland (the UBS acquisition), and base pay adjustments.

Employee benefits expense totaled $91.7 million in the current quarter, up $13.9 million , or 18% , compared to $77.8 million in the prior-year quarter, primarily due to higher retirement plan expenses and costs associated with the UBS acquisition.

Outside services expense totaled $171.4 million in the current quarter, up $18.3 million , or 12% , compared to $153.1 million in the prior-year quarter, primarily reflecting a change in presentation of third-party advisor costs resulting from the adoption of the new revenue recognition accounting standard, higher sub-custodian expenses, and increased costs associated with the UBS acquisition, partially offset by lower sub-advisor costs. There is a corresponding increase to trust, investment and other servicing fees as a result of the adoption of the new revenue recognition accounting standard.

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FIRST QUARTER CONSOLIDATED RESULTS OF OPERATIONS (continued)

Noninterest Expense (continued)

Equipment and software expense totaled $140.0 million in the current quarter, up $12.7 million , or 10% , compared to $127.3 million in the prior-year quarter, primarily reflecting increased software amortization.

Occupancy expense totaled $51.5 million in the current quarter, up $6.1 million , or 13% , compared to $45.4 million in the prior-year quarter, primarily reflecting accelerated depreciation expense related to a previously announced facility exit.

Other operating expense totaled $69.0 million in the current quarter up 6% from $65.1 million in the prior-year quarter, primarily reflecting higher costs associated with the UBS acquisition and increases in various other operating expense categories.

The components of other operating expense are provided below.

Table 14: Other Operating Expense



Other Operating Expense	Three Months Ended March 31,
($ In Millions)	2018		2017		Change
Business Promotion	$	16.1	$	16.1	$	—		—	%
Staff Related	5.4		8.7		(3.3		)	(38	)
FDIC Insurance Premiums	8.9		8.4		0.5			5
Other Intangibles Amortization	4.5		2.4		2.1			91
Other Expenses	34.1		29.5		4.6			16
Total Other Operating Expense	$	69.0	$	65.1	$	3.9		6	%

Provision for Income Taxes

Income tax expense for the three months ended March 31, 2018 was $102.1 million , representing an effective tax rate of 21.1% , compared to $114.8 million in the prior-year quarter, representing an effective tax rate of 29.4% .

The decrease in the provision for income taxes was primarily attributable to the reduction in the U.S. federal corporate income tax rate from 35% to 21% as a result of the Tax Cuts and Jobs Act (“TCJA”). Also contributing to the decrease in the provision for income taxes compared to the prior-year quarter was a tax benefit resulting from a change in accounting method regarding the timing of tax deductions for software development-related expenses of $22.6 million , partially offset by a $15.8 million net provision recorded in the current period representing adjustments to the initial estimated impact of the TCJA, tax accounting changes in 2018 brought about by the TCJA including the tax accounting associated with non-U.S. branches and subsidiaries, and a reduction in the income tax benefit derived from the vesting of restricted stock units and stock option exercises. The initial estimated impact of the TCJA may continue to be refined in future periods as further information becomes available.

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.

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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, 2018 and 2017 . 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 15: Results of Reporting Segments



Three Months Ended March 31,	Corporate & Institutional Services						Wealth Management						Treasury and Other						Total Consolidated
($ In Millions)	2018			2017			2018			2017			2018			2017			2018			2017
Noninterest Income
Trust, Investment and Other Servicing Fees	$	544.3		$	462.9		$	393.4		$	345.3		$	—		$	—		$	937.7		$	808.2
Foreign Exchange Trading Income	62.4			49.1			1.2			0.9			14.9			(1.9		)	78.5			48.1
Other Noninterest Income	46.6			44.2			25.7			25.5			3.5			4.9			75.8			74.6
Net Interest Income*	229.4			166.5			198.8			177.0			(35.5		)	18.9			392.7			362.4
Revenue*	882.7			722.7			619.1			548.7			(17.1		)	21.9			1,484.7			1,293.3
Provision for Credit Losses	(3.9		)	0.3			0.9			(1.3		)	—			—			(3.0		)	(1.0		)
Noninterest Expense	585.6			510.8			365.7			346.3			44.0			37.4			995.3			894.5
Income before Income Taxes*	301.0			211.6			252.5			203.7			(61.1		)	(15.5		)	492.4			399.8
Provision for Income Taxes*	66.8			66.9			62.4			76.8			(18.4		)	(20.0		)	110.8			123.7
Net Income	$	234.2		$	144.7		$	190.1		$	126.9		$	(42.7	)	$	4.5		$	381.6		$	276.1
Percentage of Consolidated Net Income	61		%	52		%	50		%	46		%	(11		)%	2		%	100		%	100		%
Average Assets	$	83,637.0		$	77,803.5		$	26,108.0		$	26,661.8		$	14,748.3		$	12,011.1		$	124,493.3		$	116,476.4

* Non-GAAP financial measures stated on a fully taxable equivalent basis (FTE). Total consolidated includes FTE adjustments of $8.7 million for 2018 and $8.9 million for 2017 . A reconciliation of total consolidated 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 22.

Corporate & Institutional Services

C&IS net income totaled $234.2 million in the current quarter compared to $144.7 million in the prior-year quarter, an increase of $89.5 million , or 62% . Noninterest income was $ 653.3 million in the current quarter, up $ 97.1 million , or 17% , from $ 556.2 million in the prior-year quarter, reflecting higher trust, investment and other servicing fees, foreign exchange trading income, and security commissions and trading income.

Table 16: C&IS Trust, Investment and Other Servicing Fees



	Three Months Ended March 31,
($ In Millions)	2018		2017		Change
Custody and Fund Administration	$	373.9	$	307.5	$	66.4		22	%
Investment Management	109.7		93.5		16.2			17
Securities Lending	26.0		23.8		2.2			9
Other	34.7		38.1		(3.4		)	(9	)
Total C&IS Trust, Investment and Other Servicing Fees	$	544.3	$	462.9	$	81.4		18	%

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 are based generally on market values of client assets under management throughout the period.

Custody and fund administration fees increased $66.4 million , or 22% , from the prior-year quarter, primarily due to new business, the favorable impact of movements in foreign exchange rates, and favorable markets. Investment management fees increased $16.2

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REPORTING SEGMENTS (continued)

Corporate & Institutional Services (continued)

million , or 17% , primarily due to favorable markets, new business, and the favorable impact of movements in foreign exchange rates. Securities lending fees increased 9% , primarily due to higher loan volumes, partially offset by lower spreads and fee splits. Other fees decreased 9% , primarily due to lower sub-advisor fees. The income associated with sub-advisor fees has an associated expense in outside services.

Foreign exchange trading income totaled $ 62.4 million in the current quarter, an increase of $13.3 million , or 27% , from $ 49.1 million in the prior-year quarter. The increase was driven primarily by higher client volumes.

Other noninterest income in C&IS totaled $ 46.6 million in the current quarter, up 5% , from $ 44.2 million in the prior-year quarter, primarily due to higher security commissions and trading income, partially offset by decreases in various other operating income categories.

Net interest income stated on an FTE basis was $ 229.4 million in the current quarter, up $62.9 million , or 38% , from $ 166.5 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 1.20% from 0.93% in the prior-year quarter, primarily due to higher short-term interest rates. The average earning assets totaled $77.7 billion , up from $ 72.6 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 $55.2 billion in the current quarter, up from $ 47.3 billion in the prior-year quarter.

The provision for credit losses was a credit of $ 3.9 million in the current quarter, compared with a provision of $ 0.3 million in the prior-year quarter. The current quarter provision reflected reductions in outstanding loans and undrawn loan commitments that resulted in a reduction in the inherent allowance. The prior-year quarter provision reflected 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 $ 585.6 million in the current quarter, up $74.8 million , or 15% , from $ 510.8 million in the prior-year quarter, primarily reflecting higher compensation expense, indirect expense allocations, outside services expense, other operating expense, and employee benefits expense.

The provision for income taxes was $66.8 million in the current quarter compared to $66.9 million in the prior-year quarter, primarily attributable to the reduction in the U.S. federal corporate income tax rate from 35% to 21% as a result of the TCJA, partially offset by an increase in income before income taxes.

Wealth Management

Wealth Management net income was $190.1 million in the current quarter, up $63.2 million , or 50% , from $126.9 million in the prior-year quarter. Noninterest income was $420.3 million , up $48.6 million , or 13% , from $ 371.7 million in the prior-year quarter, primarily reflecting higher trust, investment and other servicing fees. Trust, investment and other servicing fees in Wealth Management totaled $393.4 million in the current quarter, increasing $48.1 million , or 14% , from $345.3 million in the prior-year quarter. The following table provides a summary of Wealth Management trust, investment and other servicing fees.

Table 17: Wealth Management Trust, Investment and Other Servicing Fees



	Three Months Ended March 31,
($ In Millions)	2018		2017		Change
Central	$	153.9	$	137.4	$	16.5	12	%
East	98.9		85.2		13.7		16
West	78.6		69.6		9.0		13
Global Family Office	62.0		53.1		8.9		17
Total Wealth Management Trust, Investment and Other Servicing Fees	$	393.4	$	345.3	$	48.1	14	%

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 markets, a change in presentation of certain fees resulting from the adoption of

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REPORTING SEGMENTS (continued)

Wealth Management (continued)

the new revenue recognition accounting standard, and new business. The 17% increase in Global Family Office fees was primarily attributable to new business and favorable markets.

Other noninterest income of $25.7 million in the current quarter was up slightly from $25.5 million in the prior-year quarter, primarily reflecting an increase in securities commissions and trading income.

Net interest income stated on an FTE basis was $198.8 million in the current quarter, up $21.8 million , or 12% , from $ 177.0 million in the prior-year quarter, primarily reflecting an increase in the net interest margin, partially offset by lower levels of earning assets. The net interest margin increased to 3.12% from 2.72% in the prior-year quarter, reflecting higher yields on earning assets. Average earning assets decreased $589.5 million to $25.8 billion from the prior-year quarter’s $26.4 billion . Earning assets and funding sources were primarily comprised of loans and domestic interest-bearing deposits, respectively.

The provision for credit losses was $0.9 million in the current quarter, compared with a credit provision of $1.3 million in the prior-year quarter. The current quarter provision reflected net charge-offs in the current quarter, partially offset by reductions in outstanding loans that resulted in a reduction in the inherent allowance. The prior-year quarter provision reflected 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 $ 365.7 million in the current quarter, compared to $346.3 million in the prior-year quarter, an increase of $19.4 million , or 6% , primarily reflecting higher indirect expense allocations and compensation expense.

The provision for income taxes was $62.4 million in the current quarter compared to $76.8 million in the prior-year quarter, primarily attributable to the reduction in the U.S. federal corporate income tax rate from 35% to 21% as a result of the TCJA, partially offset by an increase in income before income taxes.

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 increased $15.4 million , from $3.0 million in the prior-year quarter to $18.4 million in the current quarter, primarily due to higher foreign exchange trading income due to increased foreign exchange swap activity in treasury, partially offset by lower other noninterest income.

Net interest income decreased $54.4 million from $ 18.9 million in the prior-year quarter to net interest expense of $ 35.5 million in the current quarter. The reduction in net interest income in Treasury and Other was driven by higher net funds transfer pricing credits in the C&IS and Wealth Management segments, higher premium amortization in the securities portfolio, and an unfavorable currency mix shift. This was partially offset by the favorable impact of higher rates. Average earning assets increased $2.2 billion to $12.2 billion from $ 10.0 billion in the prior-year quarter.

Noninterest expense totaled $ 44.0 million in the current quarter, up $6.6 million , or 18% , from $ 37.4 million in the prior-year quarter, primarily reflecting higher compensation expense, equipment and software expense, and outside services expense, employee benefit expense, and occupancy 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 $18.4 million in the current quarter compared to a $20.0 million benefit in the prior-year quarter, impacted by the reduction in the U.S. federal corporate income tax rate from 35% to 21% as a result of the TCJA. Also contributing to the change in the provision for income taxes compared to the prior-year quarter was a tax benefit resulting from a change in accounting method regarding the timing of tax deductions for software development-related expenses of $22.6 million and a decrease in income before income taxes, partially offset by a $15.8 million net provision recorded in the current period representing adjustments to the initial estimated impact of the TCJA and a reduction in the income tax benefit derived from the vesting of restricted stock units and stock option exercises.

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CONSOLIDATED BALANCE SHEETS

Total assets were $129.7 billion and $138.6 billion at March 31, 2018 and December 31, 2017 , respectively, and averaged $124.5 billion in the current quarter compared with $116.5 billion in the quarter ended March 31, 2017 . Average balances are considered to be a better measure of balance sheet trends, as period-end balances can be impacted by the timing of deposit and withdrawal activity involving large client balances. Loans and leases totaled $32.1 billion and $32.6 billion at March 31, 2018 and December 31, 2017 , respectively, and averaged $32.5 billion in the current quarter, down 4% from $33.7 billion in the quarter ended March 31, 2017 . 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 $49.6 billion and $47.4 billion at March 31, 2018 and December 31, 2017 , respectively, and averaged $48.3 billion for the current quarter, up 8% from $44.8 billion in the quarter ended March 31, 2017 . 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 $38.7 billion and $49.6 billion at March 31, 2018 and December 31, 2017 , respectively, and averaged $34.9 billion in the current quarter, up 14% from $30.5 billion in the quarter ended March 31, 2017 , primarily reflecting increased Federal Reserve and other central bank deposits. Interest-bearing client deposits at March 31, 2018 and December 31, 2017 , totaled $77.2 billion and $83.8 billion , respectively, and averaged $76.2 billion in the current quarter compared to $69.2 billion in the quarter ended March 31, 2017 . Noninterest-bearing client deposits at March 31, 2018 and December 31, 2017 totaled $28.0 billion and $28.6 billion , respectively, and averaged $22.0 billion in the current quarter, down 14% from $25.7 billion in the quarter ended March 31, 2017 .

Total stockholders’ equity was $10.2 billion at both March 31, 2018 and December 31, 2017 , respectively, and averaged $10.1 billion for the current quarter, up 4% from $9.8 billion for the quarter ended March 31, 2017 . The increase in stockholders’ equity was primarily attributable to earnings, partially offset by the repurchase of common stock pursuant to the Corporation’s share repurchase program and dividend declarations .

During the three months ended March 31, 2018 , the Corporation declared cash dividends totaling $96.4 million to common stockholders, and cash dividends totaling $17.3 million to preferred stockholders. During the three months ended March 31, 2018 , the Corporation repurchased 2,518,409 shares of common stock, including 379,123 shares withheld related to share-based compensation, at a total cost of $263.2 million ( $104.51 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, 2018 , 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 25: Regulatory Capital Ratios



Capital Ratios — Northern Trust Corporation	March 31, 2018				December 31, 2017				March 31, 2017
Capital Ratios — Northern Trust Corporation	Advanced Approach		Standardized Approach		Advanced Approach		Standardized Approach		Advanced Approach		Standardized Approach
Common Equity Tier 1	13.0	%	12.3	%	13.5	%	12.6	%	12.9	%	12.2	%
Tier 1	14.3	%	13.6	%	14.8	%	13.8	%	14.2	%	13.4	%
Total	16.2	%	15.5	%	16.7	%	15.8	%	15.6	%	15.0	%
Tier 1 Leverage	7.6	%	7.6	%	7.8	%	7.8	%	8.2	%	8.2	%
Supplementary Leverage	6.6	%	N/A		6.8	%	N/A		6.9	%	N/A



Capital Ratios — The Northern Trust Company	March 31, 2018				December 31, 2017				March 31, 2017
Capital Ratios — The Northern Trust Company	Advanced Approach		Standardized Approach		Advanced Approach		Standardized Approach		Advanced Approach		Standardized Approach
Common Equity Tier 1	13.6	%	12.6	%	13.7	%	12.6	%	12.9	%	12.0	%
Tier 1	13.6	%	12.6	%	13.7	%	12.6	%	12.9	%	12.0	%
Total	15.2	%	14.3	%	15.4	%	14.3	%	14.6	%	13.8	%
Tier 1 Leverage	7.0	%	7.0	%	7.0	%	7.0	%	7.2	%	7.2	%
Supplementary Leverage	6.1	%	N/A		6.1	%	N/A		6.1	%	N/A

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STATEMENTS OF CASH FLOWS

Net cash used in operating activities of $477.8 million for the three months ended March 31, 2018 was primarily attributable to higher net collateral deposited with derivative counterparties and net changes in other operating activities, primarily due to incentive payments, an increase in prepaid expenses, and a decrease in accounts payable, partially offset by period earnings. For the three months ended March 31, 2017 , net cash provided by operating activities of $784.7 million 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.

Net cash provided by investing activities of $11.2 billion for the three months ended March 31, 2018 was primarily attributable to decreased levels of Federal Reserve and other central bank deposits, client security settlement receivables, interest-bearing deposits with banks, and loans and leases, partially offset by net purchases of debt securities held to maturity and available for sale, and higher levels of federal funds sold and securities purchased under agreements to resell. For the three months ended March 31, 2017 , net cash provided by investing activities of $1.0 billion was primarily attributable to decreased levels of Federal Reserve and other central bank deposits and net proceeds from sale, maturity and redemption of debt securities available for sale and held to maturity, partially offset by increased client security settlement receivables.

Net cash used in financing activities of $9.2 billion for the three months ended March 31, 2018 was primarily attributable to decreased levels of total deposits and federal funds purchased and the repurchase of common stock pursuant to the Corporation’s share repurchase program, partially offset by higher short-term other borrowings. The decrease in total deposits was primarily attributable to lower levels of interest-bearing non-U.S. office client deposits. For the three months ended March 31, 2017 , net cash used in financing activities of $2.7 billion 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.

ASSET QUALITY

Securities Portfolio

Northern Trust maintains a high quality debt securities portfolio, with 79% of the combined available for sale, held to maturity, and trading account portfolios at March 31, 2018 , 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, 9% was rated double-A, 2% was rated below double-A, and 10% was not rated by Moody’s Investors Service or Standard and Poor’s (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 $272.3 million at March 31, 2018 , compared to net unrealized losses of $160.8 million as of December 31, 2017 . Net unrealized losses as of March 31, 2018 were comprised of $91.7 million and $364.0 million of gross unrealized gains and losses, respectively. Unrealized losses as of March 31, 2018 of $147.9 million and $52.1 million related to government sponsored agency and U.S. government securities, respectively, are primarily attributable to changes in market rates since purchase. $49.1 million of unrealized losses in securities classified as “other” related to securities primarily purchased at a premium or par by Northern Trust to fulfill its obligation under 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, $29.6 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, 2018 , 38% 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, 2018 , charges of $0.2 million were recorded relating to the other-than-temporary impairment (OTTI) of certain CRA-eligible securities. There were $0.1 million OTTI losses for the three months ended March 31, 2017 . 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

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ASSET QUALITY (continued)

Securities Portfolio (continued)

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.

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 26: Nonperforming Assets



($ In Millions)	March 31, 2018			December 31, 2017			March 31, 2017
Nonperforming Loans and Leases
Commercial
Commercial and Institutional	$	4.4		$	26.0		$	25.9
Commercial Real Estate	6.2			8.3			12.1
Total Commercial	10.6			34.3			38.0
Personal
Residential Real Estate	$	114.1		$	116.4		$	141.7
Private Client	—			—			0.2
Total Personal	114.1			116.4			141.9
Total Nonperforming Loans and Leases	124.7			150.7			179.9
Other Real Estate Owned	4.2			4.6			6.9
Total Nonperforming Assets	$	128.9		$	155.3		$	186.8
90 Day Past Due Loans Still Accruing	$	6.2		$	8.0		$	9.9
Nonperforming Loans and Leases to Total Loans and Leases	0.39		%	0.46		%	0.54		%
Coverage of Loan and Lease Allowance to Nonperforming Loans and Leases	1.0		x	0.9		x	0.9		x

Nonperforming assets of $128.9 million as of March 31, 2018 , primarily reflected decreases within the residential real estate and commercial and institutional portfolios as a result of payments and charge-offs, partially offset by new nonperforming assets 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.

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ASSET QUALITY (continued)

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.

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 $3.0 million in the current quarter, compared to a credit of $1.0 million in the prior-year quarter. Net charge-offs were $3.0 million , resulting from $4.3 million of charge-offs and $1.3 million of recoveries, compared to $2.0 million of net charge-offs in the prior-year quarter, resulting from $4.7 million of charge-offs and $2.7 million of recoveries. Residential real estate loans accounted for 91% and 79% of total nonperforming loans and leases at March 31, 2018 and 2017 , 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, 2018 and 2017 due to charge-offs, recoveries and provisions for credit losses.

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ASSET QUALITY (continued)

Provision and Allowance for Credit Losses (continued)

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 27: Allocation of the Allowance for Credit Losses



	March 31, 2018					December 31, 2017					March 31, 2017
($ 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	$	5.0		—	%	$	5.4		—	%	$	8.7		—	%
Allocated Inherent Allowance
Commercial
Commercial and Institutional	33.7			28		34.7			27		34.9			28
Commercial Real Estate	40.9			11		43.3			11		68.1			12
Lease Financing, net	0.1			1		0.2			1		0.3			1
Non-U.S.	—			5		—			5		—			5
Other	1.5			1		1.5			1		0.6			1
Total Commercial	76.2			46		79.7			45		103.9			47
Personal
Residential Real Estate	55.5			22		57.3			22		65.9			22
Private Client	9.5			32		9.5			33		8.3			31
Other	1.6			—		1.9			—		2.2			—
Total Personal	66.6			54		68.7			55		76.4			53
Total Allocated Inherent Allowance	$	142.8		100	%	$	148.4		100	%	$	180.3		100	%
Total Allowance for Credit Losses	$	147.8				$	153.8				$	189.0
Allowance Assigned to
Loans and Leases	$	125.4				$	131.2				$	162.0
Undrawn Commitments and Standby Letters of Credit	22.4					22.6					27.0
Total Allowance for Credit Losses	$	147.8				$	153.8				$	189.0
Allowance Assigned to Loans and Leases to Total Loans and Leases	0.39		%			0.40		%			0.48		%

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MARKET RISK MANAGEMENT

There are two types of market risk, interest rate risk and trading 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. NII sensitivity provides management with a short-term view of the impact of interest rate changes on NII. MVE sensitivity 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.

As part of its risk management activities, Northern Trust also measures daily the risk of loss associated with all non-U.S. currency positions using a Value-at-Risk (VaR) model and applying the historical simulation methodology. 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, 2017 .

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 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. The following key assumptions are incorporated into the simulation:


▪	the balance sheet size and mix 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 non-maturity deposits that are considered short-term in nature and therefore receive a more conservative interest-bearing treatment;


▪	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;


▪	nonmaturity 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 and 50 basis point downward 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 downward movements in interest rates of more than 50 basis points would not provide meaningful results.

Table 28: Net Interest Income Sensitivity as of March 31, 2018



($ 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	$	71
200 Basis Points	110
Decrease in Interest Rates Below Market Implied Forward Rates
50 Basis Points	(64		)

The NII sensitivity analysis does not incorporate any management actions that may be used to mitigate adverse effects of actual interest rate movement. For that reason and others, the estimated impacts do not reflect the likely actual results but serve as estimates of interest rate risk. NII sensitivity is not comparable to actual results disclosed elsewhere or directly predictive of future values

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MARKET RISK MANAGEMENT (continued)

of other measures provided. Further, the estimated impacts presented above are not directly comparable to those presented in documents filed with or furnished to the U.S. Securities and Exchange Commission by the Corporation prior to its Annual Report on Form 10-K for the year ended December 31, 2017 due to changes to client deposit pricing assumptions and the implementation of interest rate risk model enhancements.

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. 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 and a 50 basis point shock down 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 downward movements in interest rates of more than 50 basis points would not provide meaningful results.

Table 29: Market Value of Equity Sensitivity as of March 31, 2018



($ In Millions)	Increase/(Decrease) Estimated Impact on Market Value of Equity
Increase in Interest Rates Above Market Implied Forward Rates
100 Basis Points	$	228
200 Basis Points	10
Decrease in Interest Rates Below Market Implied Forward Rates
50 Basis Points	(352		)

The MVE simulations do not incorporate any management actions that may be used to mitigate adverse effects of actual interest rate movements. For that reason and others, the estimated impacts do not reflect the likely actual results but serve as 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. Further, the estimated impacts presented above are not directly comparable to those presented in documents filed with or furnished to the U.S. Securities and Exchange Commission by the Corporation prior to its Annual Report on Form 10-K for the year ended December 31, 2017 due to changes to client deposit pricing assumptions and the implementation of interest rate risk model enhancements.

During the period ended March 31, 2018 , Northern Trust did not exceed its NII sensitivity limits or its MVE sensitivity limits.

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.

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MARKET RISK MANAGEMENT (continued)

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 an array of corroborating metrics and alternative perspectives on Northern Trust’s market risks.

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 30: Foreign Currency Value-At-Risk



	Total VaR (Spot and Forward)				Foreign Exchange Spot VaR				Foreign Exchange Forward VaR
($ In Millions)	March 31, 2018		December 31, 2017		March 31, 2018		December 31, 2017		March 31, 2018		December 31, 2017
High	$	0.3	$	1.0	$	0.2	$	0.4	$	0.3	$	1.0
Low	0.1		0.1		—		—		0.1		0.1
Average	0.2		0.5		0.1		0.1		0.2		0.5
Quarter-End	0.1		0.3		—		—		0.1		0.3

RECONCILIATION OF CERTAIN REPORTED ITEMS TO FULLY TAXABLE EQUIVALENTS

The following table presents a reconciliation 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 31: Reconciliation of Reported Revenue and Net Interest Income to Fully Taxable Equivalent



	Three Months Ended
	March 31, 2018								March 31, 2017
($ In Millions)	Reported			FTE Adj.		FTE			Reported			FTE Adj.		FTE
Interest Income	$	505.9		$	8.7	$	514.6		$	410.3		$	8.9	$	419.2
Interest Expense	121.9			—		121.9			56.8			—		56.8
Net Interest Income	$	384.0		$	8.7	$	392.7		$	353.5		$	8.9	$	362.4
Net Interest Margin	1.35		%			1.38		%	1.32		%			1.35		%

Revenue	$	1,476.0		$	8.7	$	1,484.7		$	1,284.4		$	8.9	$	1,293.3

RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS

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 on the balance sheet a liability to make future lease payments, known as the lease liability, and a right-of-use asset (ROU 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, with certain practical expedients available. Northern Trust has established an overall governance structure and a detailed project plan for its implementation efforts, has taken further action in defining the future operating model for lease accounting and is continuing to refine its lease inventory. Although Northern Trust is currently assessing the impact of ASU 2016-02, it is expected to have a significant impact on Northern Trust’s consolidated financial condition , with the most significant changes related to the recognition of ROU assets and lease liabilities for operating leases. ASU 2016-02 is not expected to impact significantly Northern Trust’s consolidated results of operations.

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RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS (continued)

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 has established a working group across various functions, an overall governance structure, and has finalized a detailed project plan for its implementation efforts. Further, Northern Trust assessed its current inventory of underlying credit models along with the suitability of these models for the overall expected loss impairment model under ASU 2016-13 and prepared a comprehensive gap analysis. Northern Trust is currently focusing efforts on development activities for new and modified credit loss models and defining its forecasting process. Northern Trust continues to evaluate specific application issues and the overall impact of the adoption of ASU 2016-13.

In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (ASU 2017-12). The main provisions of ASU 2017-12 better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships. ASU 2017-12 eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Further, ASU 2017-12 eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. ASU 2017-12 is effective for interim and annual reporting periods beginning after December 15, 2018, although early adoption is permitted. Northern Trust has adopted ASU 2017-12 as of April 1, 2018. Northern Trust currently applies the “shortcut” method of accounting available under GAAP for substantially all fair value hedges and other aspects of Northern Trust’s current hedge accounting program and therefore ASU 2017-12 did not impact significantly Northern Trust’s consolidated financial condition or results of operations upon adoption.

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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 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; industry trends; and expectations regarding the impact of accounting pronouncements and legislation. 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 those related to cyber-security, data security, 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;

•

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 address in the Corporation’s resolution plan submitted in December 2017 the “shortcomings” jointly identified by the Federal Reserve Board and FDIC in the resolution plan submitted by the Corporation in December 2015;


•	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 including with respect to the adoption of the Tax Cuts and Jobs Act;


•	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 pending departure of the United Kingdom from the European Union, commonly referred to as “Brexit,” and any negative 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;

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FORWARD-LOOKING STATEMENTS (continued)


•	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 implementing its expense management initiatives, including its “Value for Spend” initiative;


•	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 continuing to enhance its 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, 2017 , 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 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.

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Item 1. Consolidated Financial Statements (unaudited)



CONSOLIDATED BALANCE SHEETS	NORTHERN TRUST CORPORATION



(In Millions Except Share Information)	March 31, 2018			December 31, 2017
	(Unaudited)
Assets
Cash and Due from Banks	$	6,081.4		$	4,518.1
Federal Reserve and Other Central Bank Deposits	29,446.8			40,479.1
Interest-Bearing Deposits with Banks	4,931.4			5,611.9
Federal Funds Sold and Securities Purchased under Agreements to Resell	1,534.0			1,324.3
Debt Securities
Available for Sale	34,258.0			33,742.1
Held to Maturity (Fair value of $14,260.4 and $13,010.9)	14,334.6			13,049.0
Trading Account	8.9			0.5
Total Debt Securities	48,601.5			46,791.6
Loans and Leases
Commercial	14,615.2			14,558.0
Personal	17,493.7			18,034.2
Total Loans and Leases (Net of unearned income of $30.2 and $35.5)	32,108.9			32,592.2
Allowance for Credit Losses Assigned to Loans and Leases	(125.4		)	(131.2		)
Buildings and Equipment	442.6			464.6
Client Security Settlement Receivables	581.5			1,647.0
Goodwill	611.6			605.6
Other Assets	5,457.9			4,687.3
Total Assets	$	129,672.2		$	138,590.5
Liabilities
Deposits
Demand and Other Noninterest-Bearing	$	18,349.4		$	18,712.2
Savings, Money Market and Other Interest-Bearing	16,142.9			16,975.3
Savings Certificates and Other Time	947.5			1,152.3
Non U.S. Offices — Noninterest-Bearing	9,676.3			9,878.8
— Interest-Bearing	60,075.3			65,672.2
Total Deposits	105,191.4			112,390.8
Federal Funds Purchased	332.8			2,286.1
Securities Sold Under Agreements to Repurchase	810.0			834.0
Other Borrowings	7,033.6			6,051.1
Senior Notes	1,497.5			1,497.3
Long-Term Debt	1,422.6			1,449.5
Floating Rate Capital Debt	277.5			277.5
Other Liabilities	2,880.8			3,588.0
Total Liabilities	119,446.2			128,374.3
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 224,991,295 and 226,126,674	408.6			408.6
Additional Paid-In Capital	1,020.4			1,047.2
Retained Earnings	9,973.8			9,685.1
Accumulated Other Comprehensive Loss	(505.7		)	(414.3		)
Treasury Stock (20,180,229 and 19,044,850 shares, at cost)	(1,553.1		)	(1,392.4		)
Total Stockholders’ Equity	10,226.0			10,216.2
Total Liabilities and Stockholders’ Equity	$	129,672.2		$	138,590.5

See accompanying notes to the consolidated financial statements.

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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)	NORTHERN TRUST CORPORATION



	Three Months Ended March 31,
(In Millions Except Share Information)	2018			2017
Noninterest Income
Trust, Investment and Other Servicing Fees	$	937.7		$	808.2
Foreign Exchange Trading Income	78.5			48.1
Treasury Management Fees	14.0			14.7
Security Commissions and Trading Income	27.2			20.5
Other Operating Income	34.8			39.7
Investment Security Gains (Losses), net (Note)	(0.2		)	(0.3		)
Total Noninterest Income	1,092.0			930.9
Net Interest Income
Interest Income	505.9			410.3
Interest Expense	121.9			56.8
Net Interest Income	384.0			353.5
Provision for Credit Losses	(3.0		)	(1.0		)
Net Interest Income after Provision for Credit Losses	387.0			354.5
Noninterest Expense
Compensation	471.7			425.8
Employee Benefits	91.7			77.8
Outside Services	171.4			153.1
Equipment and Software	140.0			127.3
Occupancy	51.5			45.4
Other Operating Expense	69.0			65.1
Total Noninterest Expense	995.3			894.5
Income before Income Taxes	483.7			390.9
Provision for Income Taxes	102.1			114.8
Net Income	$	381.6		$	276.1
Preferred Stock Dividends	17.3			20.7
Net Income Applicable to Common Stock	$	364.3		$	255.4
Per Common Share
Net Income — Basic	$	1.59		$	1.10
— Diluted	1.58			1.09
Average Number of Common Shares Outstanding — Basic	225,681,167			229,059,540
— Diluted	227,047,519			230,630,876

Note: Changes in Other-Than-Temporary-Impairment (OTTI) Losses	$	(0.2	)	$	(0.1	)
Other Security Gains (Losses), net	—			(0.2		)
Investment Security Gains (Losses), net	$	(0.2	)	$	(0.3	)



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)	NORTHERN TRUST CORPORATION
	Three Months Ended March 31,
(In Millions)	2018			2017
Net Income	$	381.6		$	276.1
Other Comprehensive Income (Loss) (Net of Tax and Reclassifications)
Net Unrealized (Losses) Gains on Debt Securities Available for Sale	(55.0		)	19.3
Net Unrealized (Losses) Gains on Cash Flow Hedges	(3.7		)	(5.3		)
Foreign Currency Translation Adjustments	(13.1		)	2.0
Pension and Other Postretirement Benefit Adjustments	5.7			2.0
Other Comprehensive Income	(66.1		)	18.0
Comprehensive Income	$	315.5		$	294.1

See accompanying notes to the consolidated financial statements.

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



	Three Months Ended March 31,
(In Millions)	2018			2017
Preferred Stock
Series C, Balance at January 1 and March 31	$	388.5		$	388.5
Series D, Balance at January 1 and March 31	493.5			493.5
Balance at January 1 and March 31	882.0			882.0
Common Stock
Balance at January 1 and March 31	408.6			408.6
Additional Paid-in Capital
Balance at January 1	1,047.3			1,035.8
Treasury Stock Transactions — Stock Options and Awards	(83.5		)	(81.8		)
Stock Options and Awards — Amortization	56.6			56.2
Balance at March 31	1,020.4			1,010.2
Retained Earnings
Balance at January 1	9,685.1			8,908.4
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income	25.3			—
Change in Accounting Principle	(4.5		)	—
Net Income	381.6			276.1
Dividends Declared — Common Stock	(96.4		)	(89.4		)
Dividends Declared — Preferred Stock	(17.3		)	(20.7		)
Balance at March 31	9,973.8			9,074.4
Accumulated Other Comprehensive Income (Loss)
Balance at January 1	(414.3		)	(370.0		)
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income	(25.3		)	—
Net Unrealized Gains on Debt Securities Available for Sale	(55.0		)	19.3
Net Unrealized Gains (Losses) on Cash Flow Hedges	(3.7		)	(5.3		)
Foreign Currency Translation Adjustments	(13.1		)	2.0
Pension and Other Postretirement Benefit Adjustments	5.7			2.0
Balance at March 31	(505.7		)	(352.0		)
Treasury Stock
Balance at January 1	(1,392.4		)	(1,094.4		)
Stock Options and Awards	102.5			119.0
Stock Purchased	(263.2		)	(70.1		)
Balance at March 31	(1,553.1		)	(1,045.5		)
Total Stockholders’ Equity at March 31	$	10,226.0		$	9,977.7

See accompanying notes to the consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)	NORTHERN TRUST CORPORATION



	Three Months Ended March 31,
(In Millions)	2018			2017
Cash Flows from Operating Activities:
Net Income	$	381.6		$	276.1
Adjustments to Reconcile Net Income to Net Cash (Used in) Provided by Operating Activities:
Investment Security Losses, net	0.2			0.3
Amortization and Accretion of Securities and Unearned Income, net	35.6			18.9
Provision for Credit Losses	(3.0		)	(1.0		)
Depreciation on Buildings and Equipment	27.8			23.3
Amortization of Computer Software	83.6			75.6
Amortization of Intangibles	4.5			2.4
Pension Plan Contributions	(71.9		)	(11.5		)
Change in Receivables	(79.7		)	(5.6		)
Change in Interest Payable	5.7			5.9
Change in Collateral With Derivative Counterparties, net	(619.8		)	572.5
Other Operating Activities, net	(242.4		)	(172.2		)
Net Cash (Used in) Provided by Operating Activities	(477.8		)	784.7
Cash Flows from Investing Activities:
Net Change in Federal Funds Sold and Securities Purchased under Agreements to Resell	(211.9		)	52.7
Change in Interest-Bearing Deposits with Banks	660.2			(327.8		)
Net Change in Federal Reserve and Other Central Bank Deposits	11,533.0			767.1
Purchases of Debt Securities — Held to Maturity	(5,511.6		)	(2,284.1		)
Proceeds from Maturity and Redemption of Debt Securities — Held to Maturity	4,678.4			2,450.9
Purchases of Debt Securities — Available for Sale	(2,725.3		)	(2,633.6		)
Proceeds from Sale, Maturity and Redemption of Debt Securities — Available for Sale	2,044.4			3,235.9
Change in Loans and Leases	491.2			153.0
Purchases of Buildings and Equipment	(6.0		)	(14.3		)
Purchases and Development of Computer Software	(79.8		)	(79.9		)
Change in Client Security Settlement Receivables	1,058.2			(519.8		)
Other Investing Activities, net	(774.6		)	226.4
Net Cash Provided by Investing Activities	11,156.2			1,026.5
Cash Flows from Financing Activities:
Change in Deposits	(7,841.1		)	(1,671.8		)
Change in Federal Funds Purchased	(1,953.3		)	164.7
Change in Securities Sold under Agreements to Repurchase	(23.8		)	(40.4		)
Change in Short-Term Other Borrowings	997.7			(1,030.6		)
Repayments of Senior Notes and Long-Term Debt	(1.7		)	(3.8		)
Treasury Stock Purchased	(263.2		)	(70.1		)
Net Proceeds from Stock Options	19.1			37.2
Cash Dividends Paid on Common Stock	(95.0		)	(86.9		)
Cash Dividends Paid on Preferred Stock	(5.9		)	(5.9		)
Net Cash Used in Financing Activities	(9,167.2		)	(2,707.6		)
Effect of Foreign Currency Exchange Rates on Cash	52.1			213.6
Change in Cash and Due from Banks	1,563.3			(682.8		)
Cash and Due from Banks at Beginning of Year	4,518.1			5,332.0
Cash and Due from Banks at End of Period	$	6,081.4		$	4,649.2
Supplemental Disclosures of Cash Flow Information:
Interest Paid	$	116.0		$	50.8
Income Taxes Paid	29.7			43.5
Transfers from Loans to OREO	1.1			2.3

See accompanying notes to the consolidated financial statements.

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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, 2018 and 2017 , 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, 2017 .

Note 2 – Recent Accounting Pronouncements

On January 1, 2018, Northern Trust adopted ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09). 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. Northern Trust adopted ASU 2014-09 using the modified retrospective method applied to contracts not yet completed as of the date of adoption. Results for reporting periods beginning January 1, 2018 are presented under ASU 2014-09, including certain changes to gross versus net presentation, whereas prior period amounts are not adjusted. The impact of adopting ASU 2014-09 resulted in a $4.0 million reduction in retained earnings. Please refer to Note 14 – “Revenue from Contracts with Clients” for further information.

On January 1, 2018, Northern Trust adopted 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 disclosure 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 in the accompanying notes to the financial statements. The impact of adopting ASU 2016-01 resulted in a $0.5 million reduction in retained earnings.

On January 1, 2018, Northern Trust adopted ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (ASU 2016-15). ASU 2016-15 provides guidance on eight specific cash flow issues, thereby reducing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Upon adoption of ASU 2016-15, there was no significant impact to Northern Trust’s consolidated statement of cash flows.

On January 1, 2018, Northern Trust adopted ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory” (ASU 2016-16). ASU 2016-16 requires an entity to recognize the income tax consequences of intra-entity transfers of assets (excluding inventory) in the period in which the transfer occurs. Upon adoption of ASU 2016-16, there was no significant impact to Northern Trust’s consolidated financial condition or results of operations.

On January 1, 2018, Northern Trust adopted ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)” (ASU 2016-18). ASU 2016-18 requires an entity to include amounts generally described as restricted cash and cash equivalents with cash and cash equivalents when reconciling beginning and end of period total cash balances in the statement of cash flows and as a result, transfers between cash and cash equivalents, and restricted cash and cash equivalents, will not be presented in the statement of cash flows as cash flow activities. Additionally, if the balance sheet includes more than one line item for cash, cash equivalents, restricted cash, and restricted cash and cash equivalents, an entity needs to disclose a reconciliation between the balance sheet and the statement of cash flows. Furthermore, if restricted cash and cash equivalents are material, an entity should disclose information about the nature of restrictions. Upon adoption of ASU 2016-18, there was no significant impact to Northern Trust’s consolidated statement of cash flows.

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Notes to Consolidated Financial Statements (unaudited) (continued)

On January 1, 2018, Northern Trust adopted 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 with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in ASU 2017-01 provide a more robust framework to use in determining when a set of assets and activities is a business. Upon adoption of ASU 2017-01, there was no significant impact to Northern Trust’s consolidated financial condition or results of operations.

On January 1, 2018, Northern Trust adopted 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. 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 value. This will result in full gain or loss recognition upon the sale of a controlling interest in a nonfinancial asset. Upon adoption of ASU 2017-05, there was no significant impact to Northern Trust’s consolidated financial condition or results of operations.

On January 1, 2018, Northern Trust adopted 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 previous GAAP, net benefit cost on pension and postretirement benefit plans included 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. Northern Trust provides a detailed breakdown of its net periodic pension costs components including a reference to the respective income statement line in the footnotes and therefore there were no changes to the presentation of net periodic pension costs in the results of operations upon adoption of ASU 2017-07.

On January 1, 2018, Northern Trust adopted ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting” (ASU 2017-09). ASU 2017-09 clarifies which types of changes to share-based payment awards are in scope of modification accounting. ASU 2017-09 also provides clarification related to the fair value assessment with respect to determining whether a fair value calculation is required and the appropriate unit of account to apply. Upon adoption of ASU 2017-09, there was no impact to Northern Trust’s consolidated financial condition or results of operations.

On January 1, 2018, Northern Trust adopted ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (ASU 2018-02). The amendments in ASU 2018-02 allow an entity to elect to reclassify from accumulated other comprehensive income to retained earnings the stranded tax effects resulting from the Tax Cuts and Jobs Act. ASU 2018-02 is effective for interim and annual reporting periods beginning after December 15, 2018, however early adoption is permitted. The amendments in ASU 2018-02 may be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. Upon adoption of ASU 2018-02, Northern Trust elected to reclassify $25.3 million of income tax effects from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. In the normal course, it is Northern Trust’s policy to release income tax effects from accumulated other comprehensive income on an aggregate portfolio basis. Please refer to Note 12 – “Accumulated Other Comprehensive Income (Loss)” for further information.

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, 2018 or the year ended December 31, 2017 .

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Notes to Consolidated Financial Statements (unaudited) (continued)

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 debt 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, 2018 , Northern Trust’s available for sale debt securities portfolio included 1,426 Level 2 debt securities with an aggregate market value of $28.6 billion . All 1,426 debt securities were valued by external pricing vendors. As of December 31, 2017 , Northern Trust’s available for sale debt securities portfolio included 1,436 Level 2 debt securities with an aggregate market value of $28.0 billion . All 1,436 debt securities were valued by external pricing vendors. Trading account debt securities, which totaled $8.9 million and $0.5 million as of March 31, 2018 and December 31, 2017 , 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 20 – “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.

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Notes to Consolidated Financial Statements (unaudited) (continued)

The following table presents the fair values of Northern Trust’s Level 3 assets and liabilities as of March 31, 2018 and December 31, 2017 , as well as the valuation techniques, significant unobservable inputs, and quantitative information used to develop significant unobservable inputs for such assets and liabilities as of such dates.

Table 32: Level 3 Significant Unobservable Inputs



	March 31, 2018
Financial Instrument	Fair Value			Valuation Technique	Unobservable Inputs	Range of Inputs
Auction Rate Securities	$	2.9	million	Comparables	Price	$89		—	100
Swaps Related to Sale of Certain Visa Class B Common Shares	$	31.3	million	Discounted Cash Flow	Visa Class A Appreciation	7.0	%	—	11.0%
				Discounted Cash Flow	Conversion Rate	1.63	x	—	1.65x
					Expected Duration	1.5		—	4.0 years



	December 31, 2017
Financial Instrument	Fair Value			Valuation Technique	Unobservable Inputs	Range of Inputs
Auction Rate Securities	$	4.3	million	Comparables	Price	$92		—	100
Swap Related to Sale of Certain Visa Class B Common Shares	$	29.7	million	Discounted Cash Flow	Visa Class A Appreciation	7.0	%	—	11.0%
				Discounted Cash Flow	Conversion Rate	1.63	x	—	1.65x
					Expected Duration	1.5		—	4.0 years

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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, 2018 and December 31, 2017 , segregated by fair value hierarchy level.

Table 33: Recurring Basis Hierarchy Leveling



(In Millions)	Level 1		Level 2		Level 3		Netting			Assets/Liabilities at Fair Value
March 31, 2018
Debt Securities
Available for Sale
U.S. Government	$	5,651.7	$	—	$	—	$	—		$	5,651.7
Obligations of States and Political Subdivisions	—		687.7		—		—			687.7
Government Sponsored Agency	—		19,554.7		—		—			19,554.7
Non-U.S. Government	—		141.0		—		—			141.0
Corporate Debt	—		2,706.7		—		—			2,706.7
Covered Bonds	—		842.2		—		—			842.2
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	—		1,983.0		—		—			1,983.0
Other Asset-Backed	—		2,224.2		—		—			2,224.2
Auction Rate	—		—		2.9		—			2.9
Commercial Mortgage-Backed	—		442.9		—		—			442.9
Other	—		21.0		—		—			21.0
Total Available for Sale	5,651.7		28,603.4		2.9		—			34,258.0
Trading Account	—		8.9		—		—			8.9
Total Available for Sale and Trading Debt Securities	5,651.7		28,612.3		2.9		—			34,266.9
Other Assets
Derivative Assets
Foreign Exchange Contracts	—		2,052.6		—		—			2,052.6
Interest Rate Contracts	—		89.7		—		—			89.7
Other Financial Derivatives ⁽¹⁾	—		0.2		—		—			0.2
Total Derivative Assets	—		2,142.5		—		(1,160.8		)	981.7
Other Liabilities
Derivative Liabilities
Foreign Exchange Contracts	—		2,059.1		—		—			2,059.1
Interest Rate Contracts	—		98.7		—		—			98.7
Other Financial Derivatives ⁽²⁾	—		—		31.3		—			31.3
Total Derivative Liabilities	$	—	$	2,157.8	$	31.3	$	(1,529.7	)	$	659.4

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, 2018 , derivative assets and liabilities shown above also include reductions of $74.9 million and $443.8 million , respectively, as a result of cash collateral received from and deposited with derivative counterparties.


⁽¹⁾	This line consists of total return swaps.


⁽²⁾	This line consists of swaps related to the sale of certain Visa Class B common shares.

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)



(In Millions)	Level 1		Level 2		Level 3		Netting			Assets/Liabilities at Fair Value
December 31, 2017
Debt Securities
Available for Sale
U.S. Government	$	5,700.3	$	—	$	—	$	—		$	5,700.3
Obligations of States and Political Subdivisions	—		746.4		—		—			746.4
Government Sponsored Agency	—		18,676.6		—		—			18,676.6
Non-U.S. Government	—		177.2		—		—			177.2
Corporate Debt	—		2,993.0		—		—			2,993.0
Covered Bonds	—		875.6		—		—			875.6
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	—		1,820.0		—		—			1,820.0
Other Asset-Backed	—		2,291.3		—		—			2,291.3
Auction Rate	—		—		4.3		—			4.3
Commercial Mortgage-Backed	—		435.1		—		—			435.1
Other	—		22.3		—		—			22.3
Total Available for Sale	5,700.3		28,037.5		4.3		—			33,742.1
Trading Account	—		0.5		—		—			0.5
Total Available for Sale and Trading Debt Securities	5,700.3		28,038.0		4.3		—			33,742.6
Other Assets
Derivative Assets
Foreign Exchange Contracts	—		2,557.1		—		—			2,557.1
Interest Rate Contracts	—		97.0		—		—			97.0
Total Derivative Assets	—		2,654.1		—		(1,860.0		)	794.1
Other Liabilities
Derivative Liabilities
Foreign Exchange Contracts	—		2,715.1		—		—			2,715.1
Interest Rate Contracts	—		83.5		—		—			83.5
Other Financial Derivatives ⁽¹⁾	—		0.7		29.7		—			30.4
Total Derivative Liabilities	$	—	$	2,799.3	$	29.7	$	(1,621.4	)	$	1,207.6

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, 2017 , derivative assets and liabilities shown above also include reductions of $427.6 million and $189.0 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 and total return swaps.

Table of Contents

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, 2018 and 2017 .

Table 34: Changes in Level 3 Assets



Level 3 Assets (In Millions)	Auction Rate Securities
Three Months Ended March 31,	2018			2017
Fair Value at January 1	$	4.3		$	4.7
Total Gains (Losses):
Included in Other Comprehensive Income ⁽¹⁾	—			—
Purchases, Issues, Sales, and Settlements
Sales	—			—
Settlements	(1.4		)	(0.4		)
Fair Value at March 31	$	2.9		$	4.3


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

Table 35: 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,	2018			2017
Fair Value at January 1	$	29.7		$	25.2
Total (Gains) Losses:
Included in Earnings ⁽¹⁾	4.2			2.9
Purchases, Issues, Sales, and Settlements
Purchases	—			—
Settlements	(2.6		)	(1.7		)
Fair Value at March 31	$	31.3		$	26.4


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

During the three months ended March 31, 2018 and 2017 , 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, 2018 and 2017 , 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 $9.7 million and $0.4 million , respectively, at March 31, 2018 , and $28.7 million and $0.6 million , respectively, at March 31, 2017 . Assets measured at fair value on a nonrecurring basis reflect management’s judgment as to realizable value.

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table presents the fair values of Northern Trust’s Level 3 assets that were measured at fair value on a nonrecurring basis as of March 31, 2018 and December 31, 2017 , as well as the valuation technique, significant unobservable inputs and quantitative information used to develop the significant unobservable inputs for such assets as of such dates.

Table 36: Level 3 Nonrecurring Basis Significant Unobservable Inputs



	March 31, 2018
Financial Instrument	Fair Value	Valuation Technique	Unobservable Input	Range of Discounts Applied
Loans	$9.7 million	Market Approach	Discount to reflect realizable value	15.0	%	-	25.0%
OREO	$0.4 million	Market Approach	Discount to reflect realizable value	15.0	%	-	20.0%



	December 31, 2017
Financial Instrument	Fair Value	Valuation Technique	Unobservable Input	Range of Discounts Applied
Loans	$12.2 million	Market Approach	Discount to reflect realizable value	15.0	%	-	25.0%
OREO	$0.3 million	Market Approach	Discount to reflect realizable value	15.0	%	-	20.0%

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)

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

Table 37: Fair Value of Financial Instruments



(In Millions)	March 31, 2018
	Book Value		Total Fair Value		Fair Value
					Level 1		Level 2		Level 3
Assets
Cash and Due from Banks	$	6,081.4	$	6,081.4	$	6,081.4	$	—	$	—
Federal Reserve and Other Central Bank Deposits	29,446.8		29,446.8		—		29,446.8		—
Interest-Bearing Deposits with Banks	4,931.4		4,931.4		—		4,931.4		—
Federal Funds Sold and Resell Agreements	1,534.0		1,534.0		—		1,534.0		—
Debt Securities
Available for Sale (Note)	34,258.0		34,258.0		5,651.7		28,603.4		2.9
Held to Maturity	14,334.6		14,260.4		87.9		14,172.5		—
Trading Account	8.9		8.9		—		8.9		—
Loans (excluding Leases)
Held for Investment	31,786.7		31,841.1		—		—		31,841.1
Held for Sale	0.8		0.8		—		—		0.8
Client Security Settlement Receivables	581.5		581.5		—		581.5		—
Other Assets
Federal Reserve and Federal Home Loan Bank Stock	268.1		268.1		—		268.1		—
Community Development Investments	405.5		405.5		—		405.5		—
Employee Benefit and Deferred Compensation	210.9		204.6		132.3		72.3		—
Liabilities
Deposits
Demand, Noninterest-Bearing, Savings, Money Market and Other Interest-Bearing	$	44,168.6	$	44,168.6	$	44,168.6	$	—	$	—
Savings Certificates and Other Time	947.5		947.4		—		947.4		—
Non U.S. Offices Interest-Bearing	60,075.3		60,075.3		—		60,075.3		—
Federal Funds Purchased	332.8		332.8		—		332.8		—
Securities Sold under Agreements to Repurchase	810.0		810.0		—		810.0		—
Other Borrowings	7,033.6		7,035.2		—		7,035.2		—
Senior Notes	1,497.5		1,505.1		—		1,505.1		—
Long Term Debt (excluding Leases)
Subordinated Debt	1,410.0		1,412.6		—		1,412.6		—
Floating Rate Capital Debt	277.5		260.5		—		260.5		—
Other Liabilities
Standby Letters of Credit	29.4		29.4		—		—		29.4
Loan Commitments	32.1		32.1		—		—		32.1
Derivative Instruments
Asset/Liability Management
Foreign Exchange Contracts
Assets	$	56.8	$	56.8	$	—	$	56.8	$	—
Liabilities	59.3		59.3		—		59.3		—
Interest Rate Contracts
Assets	26.5		26.5		—		26.5		—
Liabilities	18.0		18.0		—		18.0		—
Other Financial Derivatives
Assets ⁽¹⁾	0.2		0.2		—		0.2		—
Liabilities ⁽²⁾	31.3		31.3		—		—		31.3
Client-Related and Trading
Foreign Exchange Contracts
Assets	1,995.8		1,995.8		—		1,995.8		—
Liabilities	1,999.8		1,999.8		—		1,999.8		—
Interest Rate Contracts
Assets	63.2		63.2		—		63.2		—
Liabilities	80.7		80.7		—		80.7		—

Note: Refer to the table located on page 34 for the disaggregation of available for sale debt securities.


⁽¹⁾	This line consists of total return swaps.


⁽²⁾	This line consists of swaps related to the sale of certain Visa Class B common shares.

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)



(In Millions)	December 31, 2017
	Book Value		Total Fair Value		Fair Value
					Level 1		Level 2		Level 3
Assets
Cash and Due from Banks	$	4,518.1	$	4,518.1	$	4,518.1	$	—	$	—
Federal Reserve and Other Central Bank Deposits	40,479.1		40,479.1		—		40,479.1		—
Interest-Bearing Deposits with Banks	5,611.9		5,611.9		—		5,611.9		—
Federal Funds Sold and Resell Agreements	1,324.3		1,324.3		—		1,324.3		—
Debt Securities
Available for Sale (Note)	33,742.1		33,742.1		5,700.3		28,037.5		4.3
Held to Maturity	13,049.0		13,010.9		35.0		12,975.9		—
Trading Account	0.5		0.5		—		0.5		—
Loans (excluding Leases)
Held for Investment	32,211.1		32,375.8		—		—		32,375.8
Held for Sale	20.9		20.9		—		—		20.9
Client Security Settlement Receivables	1,647.0		1,647.0		—		1,647.0		—
Other Assets
Federal Reserve and Federal Home Loan Bank Stock	223.1		223.1		—		223.1		—
Community Development Investments	415.3		415.3		—		415.3		—
Employee Benefit and Deferred Compensation	183.4		181.5		115.5		66.0		—
Liabilities
Deposits
Demand, Noninterest-Bearing, Savings, Money Market and Other Interest-Bearing	$	45,566.3	$	45,566.3	$	45,566.3	$	—	$	—
Savings Certificates and Other Time	1,152.3		1,153.6		—		1,153.6		—
Non U.S. Offices Interest-Bearing	65,672.2		65,672.2		—		65,672.2		—
Federal Funds Purchased	2,286.1		2,286.1		—		2,286.1		—
Securities Sold under Agreements to Repurchase	834.0		834.0		—		834.0		—
Other Borrowings	6,051.1		6,052.9		—		6,052.9		—
Senior Notes	1,497.3		1,528.4		—		1,528.4		—
Long Term Debt (excluding Leases)
Subordinated Debt	1,435.1		1,449.8		—		1,449.8		—
Floating Rate Capital Debt	277.5		260.0		—		260.0		—
Other Liabilities
Standby Letters of Credit	30.3		30.3		—		—		30.3
Loan Commitments	33.1		33.1		—		—		33.1
Derivative Instruments
Asset/Liability Management
Foreign Exchange Contracts
Assets	$	30.1	$	30.1	$	—	$	30.1	$	—
Liabilities	192.6		192.6		—		192.6		—
Interest Rate Contracts
Assets	31.9		31.9		—		31.9		—
Liabilities	19.4		19.4		—		19.4		—
Other Financial Derivatives
Liabilities ⁽¹⁾	30.4		30.4		—		0.7		29.7
Client-Related and Trading
Foreign Exchange Contracts
Assets	2,527.0		2,527.0		—		2,527.0		—
Liabilities	2,522.5		2,522.5		—		2,522.5		—
Interest Rate Contracts
Assets	65.1		65.1		—		65.1		—
Liabilities	64.1		64.1		—		64.1		—

Note: Refer to the table located on page 35 for the disaggregation of available for sale debt securities.


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

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 4 – Securities

The following tables provide the amortized cost and fair values of debt securities at March 31, 2018 and December 31, 2017 .

Table 38: Reconciliation of Amortized Cost to Fair Value of Debt Securities Available for Sale



Debt Securities Available for Sale	March 31, 2018
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)	Amortized Cost		Gains		Losses		Fair Value
U.S. Government	$	5,678.2	$	25.6	$	52.1	$	5,651.7
Obligations of States and Political Subdivisions	690.3		0.5		3.1		687.7
Government Sponsored Agency	19,668.2		34.4		147.9		19,554.7
Non-U.S. Government	143.2		—		2.2		141.0
Corporate Debt	2,732.0		3.6		28.9		2,706.7
Covered Bonds	848.6		0.8		7.2		842.2
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,983.2		5.3		5.5		1,983.0
Other Asset-Backed	2,239.7		1.3		16.8		2,224.2
Auction Rate	3.0		—		0.1		2.9
Commercial Mortgage-Backed	448.7		0.3		6.1		442.9
Other	21.0		—		—		21.0
Total	$	34,456.1	$	71.8	$	269.9	$	34,258.0



Debt Securities Available for Sale	December 31, 2017
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)	Amortized Cost		Gains		Losses		Fair Value
U.S. Government	$	5,714.4	$	18.0	$	32.1	$	5,700.3
Obligations of States and Political Subdivisions	749.9		—		3.5		746.4
Government Sponsored Agency	18,745.3		39.9		108.6		18,676.6
Non-U.S. Government	179.1		—		1.9		177.2
Corporate Debt	3,013.7		2.2		22.9		2,993.0
Covered Bonds	879.0		1.0		4.4		875.6
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,819.8		4.0		3.8		1,820.0
Other Asset-Backed	2,297.7		1.5		7.9		2,291.3
Auction Rate	4.4		—		0.1		4.3
Commercial Mortgage-Backed	439.2		—		4.1		435.1
Other	22.3		—		—		22.3
Total	$	33,864.8	$	66.6	$	189.3	$	33,742.1

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)

Table 39: Reconciliation of Amortized Cost to Fair Value of Debt Securities Held to Maturity



Debt Securities Held to Maturity	March 31, 2018
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)	Amortized Cost		Gains		Losses		Fair Value
U.S Government	$	87.9	$	—	$	—	$	87.9
Obligations of States and Political Subdivisions	32.6		1.2		0.1		33.7
Government Sponsored Agency	5.4		0.3		—		5.7
Corporate Debt	429.1		1.1		0.7		429.5
Covered Bonds	3,311.9		11.8		10.2		3,313.5
Non-U.S. Government	5,809.9		1.4		16.5		5,794.8
Certificates of Deposit	48.4		—		—		48.4
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	3,273.0		3.6		17.4		3,259.2
Other Asset-Backed	1,152.1		0.5		0.1		1,152.5
Other	184.3		—		49.1		135.2
Total	$	14,334.6	$	19.9	$	94.1	$	14,260.4



Debt Securities Held to Maturity	December 31, 2017
	Amortized Cost		Gross Unrealized				Fair Value
(In Millions)	Amortized Cost		Gains		Losses		Fair Value
U.S Government	$	35.0	$	—	$	—	$	35.0
Obligations of States and Political Subdivisions	34.6		1.4		0.1		35.9
Government Sponsored Agency	5.8		0.4		—		6.2
Corporate Debt	431.5		1.0		0.4		432.1
Covered Bonds	2,821.5		11.9		3.7		2,829.7
Non-U.S. Government	5,536.2		1.3		6.0		5,531.5
Certificates of Deposit	43.8		—		0.1		43.7
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	2,788.9		5.4		4.1		2,790.2
Other Asset-Backed	1,175.8		0.6		0.5		1,175.9
Other	175.9		—		45.2		130.7
Total	$	13,049.0	$	22.0	$	60.1	$	13,010.9

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

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table provides the remaining maturity of debt securities as of March 31, 2018 .

Table 40: Remaining Maturity of Debt Securities Available for Sale and Held to Maturity



	March 31, 2018
(In Millions)	Amortized Cost		Fair Value
Available for Sale
Due in One Year or Less	$	7,868.7	$	7,827.1
Due After One Year Through Five Years	20,833.4		20,703.9
Due After Five Years Through Ten Years	4,853.8		4,836.9
Due After Ten Years	900.2		890.1
Total	34,456.1		34,258.0
Held to Maturity
Due in One Year or Less	6,506.7		6,509.7
Due After One Year Through Five Years	7,283.3		7,246.5
Due After Five Years Through Ten Years	469.7		462.6
Due After Ten Years	74.9		41.6
Total	$	14,334.6	$	14,260.4

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 $0.2 million were recognized in the three months ended March 31, 2018 , which related to the other-than-temporary impairment (OTTI) of certain Community Reinvestment ACT (CRA) eligible held to maturity securities. 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 OTTI losses. Gross proceeds from the sale of securities during the three months ended March 31, 2018 and 2017 were $2.0 million and $541.3 million , respectively.

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)

Debt Securities with Unrealized Losses. The following tables provide information regarding debt 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, 2018 and December 31, 2017 .

Table 41: Debt Securities with Unrealized Losses



Debt Securities with Unrealized Losses as of March 31, 2018	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	$	3,632.7	$	52.1	$	—	$	—	$	3,632.7	$	52.1
Obligations of States and Political Subdivisions	550.8		3.0		21.2		0.2		572.0		3.2
Government Sponsored Agency	9,427.3		113.9		2,751.5		34.0		12,178.8		147.9
Non-U.S. Government	5,319.3		18.7		—		—		5,319.3		18.7
Corporate Debt	1,396.6		15.5		549.3		14.1		1,945.9		29.6
Covered Bonds	1,476.3		17.0		89.6		0.4		1,565.9		17.4
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	2,628.3		22.7		186.0		0.2		2,814.3		22.9
Other Asset-Backed	1,947.5		16.7		29.9		0.2		1,977.4		16.9
Certificates of Deposit	—		—		—		—		—		—
Auction Rate	1.1		0.1		—		—		1.1		0.1
Commercial Mortgage-Backed	191.3		3.7		209.9		2.4		401.2		6.1
Other	90.2		30.2		47.2		18.9		137.4		49.1
Total	$	26,661.4	$	293.6	$	3,884.6	$	70.4	$	30,546.0	$	364.0



Debt Securities with Unrealized Losses as of December 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	$	3,595.0	$	32.1	$	—	$	—	$	3,595.0	$	32.1
Obligations of States and Political Subdivisions	687.8		3.3		52.0		0.3		739.8		3.6
Government Sponsored Agency	6,495.6		81.3		2,998.9		27.3		9,494.5		108.6
Non-U.S. Government	5,181.8		7.9		—		—		5,181.8		7.9
Corporate Debt	1,547.3		9.3		922.3		14.0		2,469.6		23.3
Covered Bonds	967.5		7.2		89.1		0.9		1,056.6		8.1
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds	1,692.4		7.5		235.8		0.4		1,928.2		7.9
Other Asset-Backed	2,453.7		8.3		29.9		0.1		2,483.6		8.4
Certificates of Deposit	43.7		0.1		—		—		43.7		0.1
Auction Rate	—		—		3.1		0.1		3.1		0.1
Commercial Mortgage-Backed	233.5		2.6		201.6		1.5		435.1		4.1
Other	82.9		27.3		48.1		17.9		131.0		45.2
Total	$	22,981.2	$	186.9	$	4,580.8	$	62.5	$	27,562.0	$	249.4

As of March 31, 2018 , 1,334 debt securities with a combined fair value of $30.5 billion were in an unrealized loss position, with their unrealized losses totaling $364.0 million . Unrealized losses of $147.9 million and $52.1 million related to government sponsored agency and U.S. Government securities, respectively, are primarily attributable to changes in market interest rates since their purchase. Unrealized losses of $29.6 million within corporate debt securities primarily reflect higher market rates since purchase; 38% of the corporate debt portfolio is backed by guarantees provided by U.S. and non-U.S. governmental entities.

The majority of the $49.1 million of unrealized losses in debt securities classified as “other” at March 31, 2018 , related to debt securities primarily purchased at a premium or par by Northern Trust to fulfill its obligations under 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 $0.1

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Notes to Consolidated Financial Statements (unaudited) (continued)

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, 2018 , were attributable to changes in overall market interest rates, increased credit spreads or reduced market liquidity. As of March 31, 2018 , 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 $0.2 million and $0.1 million of OTTI losses recognized during the three-month periods ended March 31, 2018 and 2017 , respectively, related to CRA-eligible mortgage-backed securities.

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 42: Cumulative Credit-Related Losses on Debt Securities



	Three Months Ended March 31,
(In Millions)	2018		2017
Cumulative Credit-Related Losses on Debt Securities Held — Beginning of Period	$	3.6	$	3.4
Plus: Losses on Newly Identified Impairments	0.2		—
Additional Losses on Previously Identified Impairments	—		0.1
Less: Current and Prior Period Losses on Debt Securities Sold During the Period	—		—
Cumulative Credit-Related Losses on Debt Securities Held — End of Period	$	3.8	$	3.5

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.

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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, 2018 .

Table 43: Repurchase Agreements Accounted for as Secured Borrowings



	March 31, 2018
(In Millions)	Remaining Contractual Maturity of the Agreements
Repurchase Agreements	Overnight and Continuous
U.S. Treasury and Agency Securities	$	810.0
Total Borrowings	$	810.0
Gross Amount of Recognized Liabilities for Repurchase Agreements in Note 22	$	810.0
Amounts related to agreements not included in Note 22	$	—

Note 6 – Loans and Leases

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

Table 44: Loans and Leases



(In Millions)	March 31, 2018			December 31, 2017
Commercial
Commercial and Institutional	$	8,882.7		$	9,042.2
Commercial Real Estate	3,423.3			3,482.7
Non-U.S.	1,716.7			1,538.5
Lease Financing, net	196.2			229.2
Other	396.3			265.4
Total Commercial	14,615.2			14,558.0
Personal
Private Client	10,371.8			10,753.1
Residential Real Estate	7,083.6			7,247.6
Other	38.3			33.5
Total Personal	17,493.7			18,034.2
Total Loans and Leases	$	32,108.9		$	32,592.2
Allowance for Credit Losses Assigned to Loans and Leases	(125.4		)	(131.2		)
Net Loans and Leases	$	31,983.5		$	32,461.0

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, 2018 and December 31, 2017 , equity credit lines totaled $821.5 million and $908.6 million , respectively, and equity credit lines for which first liens were held by Northern Trust represented 93% of the total equity credit lines as of both March 31, 2018 and December 31, 2017 .

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 $1.2 billion at March 31, 2018 , and $906.4 million at December 31, 2017 . Demand deposit overdrafts reclassified as loan balances totaled $152.5 million and $127.6 million at March 31, 2018 and December 31, 2017 , respectively. Loans classified as held for sale totaled $0.8 million and $20.9 million as of March 31, 2018 and December 31, 2017 , respectively. Leases classified as held for sale totaled $48.3 million as of March 31, 2018 and $33.1 million as of December 31, 2017 , respectively, related to the decision to exit a non-strategic loan and lease portfolio.

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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, 2018 and December 31, 2017 are provided below, segregated by borrower ratings into “1 to 3,” “4 to 5” and “6 to 9” (watch list), categories.

Table 45: Borrower Ratings



	March 31, 2018								December 31, 2017
(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	$	5,742.2	$	3,094.4	$	46.1	$	8,882.7	$	5,832.9	$	3,133.4	$	75.9	$	9,042.2
Commercial Real Estate	1,172.6		2,237.6		13.1		3,423.3		1,280.7		2,187.5		14.5		3,482.7
Non-U.S.	760.3		953.4		3.0		1,716.7		606.6		930.5		1.4		1,538.5
Lease Financing, net	158.2		38.0		—		196.2		191.4		37.8		—		229.2
Other	178.6		217.7		—		396.3		155.5		109.9		—		265.4
Total Commercial	8,011.9		6,541.1		62.2		14,615.2		8,067.1		6,399.1		91.8		14,558.0
Personal
Private Client	6,137.2		4,224.6		10.0		10,371.8		6,716.0		4,027.8		9.3		10,753.1
Residential Real Estate	2,909.2		3,874.4		300.0		7,083.6		2,960.5		3,978.8		308.3		7,247.6
Other	17.3		21.0		—		38.3		19.6		13.9		—		33.5
Total Personal	9,063.7		8,120.0		310.0		17,493.7		9,696.1		8,020.5		317.6		18,034.2
Total Loans and Leases	$	17,075.6	$	14,661.1	$	372.2	$	32,108.9	$	17,763.2	$	14,419.6	$	409.4	$	32,592.2

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.

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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.

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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, 2018 and December 31, 2017 .

Table 46: Delinquency Status



March 31, 2018
(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	$	8,865.1	$	11.8	$	1.3	$	0.1	$	8,878.3	$	4.4	$	8,882.7
Commercial Real Estate	3,400.8		8.7		7.4		0.2		3,417.1		6.2		3,423.3
Non-U.S.	1,716.3		0.4		—		—		1,716.7		—		1,716.7
Lease Financing, net	196.2		—		—		—		196.2		—		196.2
Other	396.3		—		—		—		396.3		—		396.3
Total Commercial	14,574.7		20.9		8.7		0.3		14,604.6		10.6		14,615.2
Personal
Private Client	10,313.4		48.9		4.2		5.3		10,371.8		—		10,371.8
Residential Real Estate	6,939.1		27.3		2.5		0.6		6,969.5		114.1		7,083.6
Other	38.3		—		—		—		38.3		—		38.3
Total Personal	17,290.8		76.2		6.7		5.9		17,379.6		114.1		17,493.7
Total Loans and Leases	$	31,865.5	$	97.1	$	15.4	$	6.2	$	31,984.2	$	124.7	$	32,108.9
	Other Real Estate Owned										$	4.2
	Total Nonperforming Assets										$	128.9



December 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	$	8,999.4	$	13.3	$	3.1	$	0.4	$	9,016.2	$	26.0	$	9,042.2
Commercial Real Estate	3,455.3		14.1		4.1		0.9		3,474.4		8.3		3,482.7
Non-U.S.	1,538.3		0.2		—		—		1,538.5		—		1,538.5
Lease Financing, net	229.2		—		—		—		229.2		—		229.2
Other	265.4		—		—		—		265.4		—		265.4
Total Commercial	14,487.6		27.6		7.2		1.3		14,523.7		34.3		14,558.0
Personal
Private Client	10,687.5		55.3		9.7		0.6		10,753.1		—		10,753.1
Residential Real Estate	7,059.4		53.8		11.9		6.1		7,131.2		116.4		7,247.6
Other	33.5		—		—		—		33.5		—		33.5
Total Personal	17,780.4		109.1		21.6		6.7		17,917.8		116.4		18,034.2
Total Loans and Leases	$	32,268.0	$	136.7	$	28.8	$	8.0	$	32,441.5	$	150.7	$	32,592.2
	Other Real Estate Owned										$	4.6
	Total Nonperforming Assets										$	155.3

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, lease financing, net, non-U.S., and commercial-other classes relate to the borrower’s ability to perform under the terms of the obligation as measured through the

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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.

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Notes to Consolidated Financial Statements (unaudited) (continued)

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

Table 47: Impaired Loans as of the Period End



	As of March 31, 2018						As of December 31, 2017
(In Millions)	Recorded Investment		Unpaid Principal Balance		Specific Allowance		Recorded Investment		Unpaid Principal Balance		Specific Allowance
With No Related Specific Allowance
Commercial and Institutional	$	3.8	$	4.8	$	—	$	24.9	$	30.3	$	—
Commercial Real Estate	6.0		7.9		—		5.7		7.6		—
Residential Real Estate	94.0		129.9		—		90.9		124.9		—
Private Client	0.6		0.6		—		0.7		0.7		—
With a Related Specific Allowance
Commercial and Institutional	0.5		5.4		0.5		0.5		5.4		0.5
Commercial Real Estate	1.5		1.5		0.4		2.8		2.8		0.6
Residential Real Estate	12.8		13.4		4.1		14.3		14.9		4.3
Total
Commercial	11.8		19.6		0.9		33.9		46.1		1.1
Personal	107.4		143.9		4.1		105.9		140.5		4.3
Total	$	119.2	$	163.5	$	5.0	$	139.8	$	186.6	$	5.4



	Three Months Ended March 31,
	2018				2017
(In Millions)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With No Related Specific Allowance
Commercial and Institutional	$	19.6	$	—	$	7.8	$	—
Commercial Real Estate	6.7		—		13.9		0.1
Lease Financing, net	—		—		—		—
Private Client	0.5		—		0.2		—
Residential Real Estate	105.4		0.5		122.1		0.5
With a Related Specific Allowance
Commercial and Institutional	0.5		—		5.7		—
Commercial Real Estate	1.9		—		1.9		—
Lease Financing, net	—		—		—		—
Residential Real Estate	13.8		—		16.6		—
Total
Commercial	28.7		—		29.3		0.1
Personal	119.7		0.5		138.9		0.5
Total	$	148.4	$	0.5	$	168.2	$	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 $2.2 million and $2.3 million , respectively, for the three months ended March 31, 2018 and 2017 .

There were $1.7 million and $9.4 million of aggregate undrawn loan commitments and standby letters of credit at March 31, 2018 and December 31, 2017 , respectively, issued to borrowers whose loans were classified as nonperforming or impaired.

Troubled Debt Restructurings (TDRs). Included within impaired loans were $68.3 million and $72.5 million of nonperforming TDRs, and $31.4 million and $25.9 million of performing TDRs as of March 31, 2018 and December 31, 2017 , respectively. All TDRs are reported as impaired loans in the calendar year of their restructuring. In subsequent years, a TDR may cease being

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Notes to Consolidated Financial Statements (unaudited) (continued)

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, 2018 and 2017 , and the recorded investments and unpaid principal balances as of March 31, 2018 and 2017 .

Table 48: Modified Troubled Debt Restructurings



($ In Millions)	Three Months Ended March 31, 2018
	Number of Loans and Leases	Recorded Investment		Unpaid Principal Balance
Commercial
Commercial and Institutional	1	$	0.3	$	0.5
Commercial Real Estate	—	—		—
Total Commercial	1	0.3		0.5
Personal
Private Client	1	—		0.1
Residential Real Estate	14	7.5		8.7
Total Personal	15	7.5		8.8
Total Loans and Leases	16	$	7.8	$	9.3

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



($ 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.

TDR modifications involve extensions of term, deferrals of principal, interest rate concessions, 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, 2018 , the majority of TDR modifications of loans within residential real estate were extension of term and other modifications. During the three months ended March 31, 2018 , there were no TDR modifications within commercial real estate. During the three months ended March 31, 2017 , the TDR modifications of loans within residential real estate were extension of term, other modifications, interest rate concessions and deferrals of principal. During the three months ended March 31, 2017 , the TDR modification within commercial real estate was categorized as an other modification.

There were two residential real estate loans modified in TDRs during the twelve months ended December 31, 2017 , which subsequently became nonperforming during the three months ended March 31, 2018 . The total recorded investment for these loans was approximately $0.3 million and the unpaid principal balance for these loans was approximately $0.4 million .

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Notes to Consolidated Financial Statements (unaudited) (continued)

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

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, 2018 , Northern Trust held foreclosed residential real estate properties with a carrying value of $3.9 million as a result of obtaining physical possession. In addition, as of March 31, 2018 , Northern Trust had consumer loans with a carrying value of $13.5 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, 2018 and 2017 .

Table 49: Changes in the Allowance for Credit Losses



	Three Months Ended March 31,
	2018									2017
(In Millions)	Commercial			Personal			Total			Commercial			Personal			Total
Balance at Beginning of Period	$	80.8		$	73.0		$	153.8		$	104.9		$	87.1		$	192.0
Charge-Offs	(0.8		)	(3.5		)	(4.3		)	(1.1		)	(3.6		)	(4.7		)
Recoveries	0.6			0.7			1.3			1.6			1.1			2.7
Net (Charge-Offs) Recoveries	(0.2		)	(2.8		)	(3.0		)	0.5			(2.5		)	(2.0		)
Provision for Credit Losses	(3.5		)	0.5			(3.0		)	6.4			(7.4		)	(1.0		)
Balance at End of Period	$	77.1		$	70.7		$	147.8		$	111.8		$	77.2		$	189.0

Table of Contents

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, 2018 and December 31, 2017 .

Table 50: Recorded Investments in Loans and Leases



	March 31, 2018						December 31, 2017
(In Millions)	Commercial		Personal		Total		Commercial		Personal		Total
Loans and Leases
Specifically Evaluated for Impairment	$	11.8	$	107.4	$	119.2	$	33.9	$	105.9	$	139.8
Evaluated for Inherent Impairment	14,603.4		17,386.3		31,989.7		14,524.1		17,928.3		32,452.4
Total Loans and Leases	14,615.2		17,493.7		32,108.9		14,558.0		18,034.2		32,592.2
Allowance for Credit Losses on Credit Exposures
Specifically Evaluated for Impairment	0.9		4.1		5.0		1.1		4.3		5.4
Evaluated for Inherent Impairment	58.7		61.7		120.4		62.4		63.4		125.8
Allowance Assigned to Loans and Leases	59.6		65.8		125.4		63.5		67.7		131.2
Allowance for Undrawn Exposures
Commitments and Standby Letters of Credit	17.5		4.9		22.4		17.3		5.3		22.6
Total Allowance for Credit Losses	$	77.1	$	70.7	$	147.8	$	80.8	$	73.0	$	153.8

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, for potential Federal Reserve Bank discount window borrowings, and for derivative contracts. As of March 31, 2018 , securities and loans totaling $40.8 billion ( $31.9 billion of government-sponsored agency and other securities, $708.4 million of obligations of states and political subdivisions and $8.2 billion of loans) were pledged. This compares to $40.1 billion ( $30.8 billion of government-sponsored agency and other securities, $684.3 million of obligations of states and political subdivisions and $8.6 billion of loans) at December 31, 2017 . Collateral required for these purposes totaled $11.3 billion and $8.9 billion at March 31, 2018 and December 31, 2017 , respectively. Available for sale debt securities with a total fair value of $785.0 million and $833.4 million , as of March 31, 2018 and December 31, 2017 , respectively, were included in the total pledged assets, which were pledged as collateral for agreements to repurchase securities sold transactions and derivative contracts. 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 securities accepted as collateral under certain repurchase agreements. The total fair value of securities accepted as collateral was $1.4 billion as of March 31, 2018 and $1.2 billion as of December 31, 2017 .

Northern Trust has the right to repledge or sell securities accepted as collateral under certain repurchase agreements. The fair value of these securities accepted as collateral was $152.1 million as of March 31, 2018 and $78.3 million as of December 31, 2017 . There was no repledged or sold collateral at March 31, 2018 or December 31, 2017 .

Northern Trust has the right to repledge or sell securities accepted as collateral under derivative contracts. The total fair value of securities accepted as collateral was $22.8 million as of March 31, 2018 and $4.6 million as of December 31, 2017 . There was no repledged or sold collateral at March 31, 2018 or December 31, 2017 .

Deposits maintained to meet Federal Reserve Bank reserve requirements averaged $1.8 billion and $2.0 billion for the three months ended March 31, 2018 and 2017 , respectively.

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, 2018 , and December 31, 2017 , were as follows:

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)

Table 51: Goodwill by Reporting Segment



(In Millions)	March 31, 2018		December 31, 2017
Corporate & Institutional Services	$	540.4	$	534.5
Wealth Management	71.2		71.1
Total Goodwill	$	611.6	$	605.6

The gross carrying amount and accumulated amortization of other intangible assets subject to amortization as of March 31, 2018 and December 31, 2017 , were as follows:

Table 52: Other Intangible Assets



(In Millions)	March 31, 2018		December 31, 2017
Gross Carrying Amount	$	222.2	$	222.7
Less: Accumulated Amortization	61.9		61.3
Net Book Value	$	160.3	$	161.4

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 $4.5 million and $2.4 million for the three months ended March 31, 2018 and 2017 , respectively. Amortization for the remainder of 2018 and for the years 2019 , 2020 , 2021 , and 2022 is estimated to be $13.4 million , $17.7 million , $17.6 million , $15.0 million , and $10.4 million , respectively.

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, 2018 and 2017 .

Table 53: Results of Reporting Segments



Three Months Ended March 31,	Corporate & Institutional Services						Wealth Management						Treasury and Other						Total Consolidated
($ In Millions)	2018			2017			2018			2017			2018			2017			2018			2017
Noninterest Income
Trust, Investment and Other Servicing Fees	$	544.3		$	462.9		$	393.4		$	345.3		$	—		$	—		$	937.7		$	808.2
Foreign Exchange Trading Income	62.4			49.1			1.2			0.9			14.9			(1.9		)	78.5			48.1
Other Noninterest Income	46.6			44.2			25.7			25.5			3.5			4.9			75.8			74.6
Net Interest Income*	229.4			166.5			198.8			177.0			(35.5		)	18.9			392.7			362.4
Revenue*	882.7			722.7			619.1			548.7			(17.1		)	21.9			1,484.7			1,293.3
Provision for Credit Losses	(3.9		)	0.3			0.9			(1.3		)	—			—			(3.0		)	(1.0		)
Noninterest Expense	585.6			510.8			365.7			346.3			44.0			37.4			995.3			894.5
Income before Income Taxes*	301.0			211.6			252.5			203.7			(61.1		)	(15.5		)	492.4			399.8
Provision for Income Taxes*	66.8			66.9			62.4			76.8			(18.4		)	(20.0		)	110.8			123.7
Net Income	$	234.2		$	144.7		$	190.1		$	126.9		$	(42.7	)	$	4.5		$	381.6		$	276.1
Percentage of Consolidated Net Income	61		%	52		%	50		%	46		%	(11		)%	2		%	100		%	100		%
Average Assets	$	83,637.0		$	77,803.5		$	26,108.0		$	26,661.8		$	14,748.3		$	12,011.1		$	124,493.3		$	116,476.4

* Non-GAAP financial measures stated on a fully taxable equivalent basis (FTE). Total consolidated includes FTE adjustments of $8.7 million for 2018 and $8.9 million for 2017 .

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.

Table of Contents

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.

As of March 31, 2018 , the Corporation had issued and outstanding 500,000 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”) issued in August 2016 . Equity related to Series D Preferred Stock as of March 31, 2018 and December 31, 2017 was $493.5 million . 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).

Dividends on the Series D Preferred Stock, which are not mandatory, accrue and are 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 are payable in arrears on the 1st day of April and October of each year, through 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 . On January 23, 2018 , the Corporation declared a cash dividend of $2,300 per share of Series D Preferred Stock payable on April 1, 2018 , to stockholders of record as of March 15, 2018 .

As of March 31, 2018 , 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, 2018 and December 31, 2017 was $388.5 million . Series C Preferred Stock has no par value and has a liquidation preference of $25,000 (equivalent to $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 23, 2018 , the Corporation declared a cash dividend of $365.625 per share of Series C Preferred Stock payable on April 1, 2018 , to stockholders of record as of March 15, 2018 .

Common Stock. During the three months ended March 31, 2018 , the Corporation repurchased 2,518,409 shares of common stock, including 379,123 shares withheld related to share-based compensation, at a total cost of $263.2 million ( $104.51 average price per share). The Corporation’s current common stock repurchase authorization to repurchase up to 9.5 million shares was approved by the Board of Directors in July 2017. Shares repurchased by the Corporation are used for general purposes, 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 2017 Capital Plan, which was reviewed without objection by the Federal Reserve, the Corporation may repurchase up to $191.4 million of common stock after March 31, 2018 through June 2018 .

Table of Contents

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, 2018 and 2017 , and changes during the three -month periods then ended.

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



(In Millions)	Balance at March 31, 2018			Net Change			Reclassification of Certain Tax Effects from AOCI			Balance at December 31, 2017
Net Unrealized Gains (Losses) on Debt Securities Available for Sale*	$	(147.6	)	$	(55.0	)	$	(17.8	)	$	(74.8	)
Net Unrealized Gains (Losses) on Cash Flow Hedges	1.7			(3.7		)	0.9			4.5
Net Foreign Currency Adjustments	32.6			(13.1		)	47.5			(1.8		)
Net Pension and Other Postretirement Benefit Adjustments	(392.4		)	5.7			(55.9		)	(342.2		)
Total	$	(505.7	)	$	(66.1	)	$	(25.3	)	$	(414.3	)



(In Millions)	Balance at March 31, 2017			Net Change			Balance at December 31, 2016
Net Unrealized Gains (Losses) on Debt 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	)

* Includes net unrealized gains on debt securities transferred from available for sale to held to maturity during the year ended December 31, 2017 .

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)

Table 55: Details of Changes in Accumulated Other Comprehensive Income (Loss)



	Three Months Ended March 31,
	2018									2017
(In Millions)	Before Tax			Tax Effect			After Tax			Before Tax			Tax Effect			After Tax
Unrealized Gains (Losses) on Debt Securities Available for Sale
Unrealized Gains (Losses) on Debt Securities Available for Sale	$	(75.4	)	$	20.4		$	(55.0	)	$	30.9		$	(11.7	)	$	19.2
Reclassification Adjustment for (Gains) Losses Included in Net Income	—			—			—			0.2			(0.1		)	0.1
Net Change	$	(75.4	)	$	20.4		$	(55.0	)	$	31.1		$	(11.8	)	$	19.3
Unrealized Gains (Losses) on Cash Flow Hedges
Unrealized Gains (Losses) on Cash Flow Hedges	$	11.6		$	(2.8	)	$	8.8		$	8.7		$	(10.8	)	$	(2.1	)
Reclassification Adjustment for (Gains) Losses Included in Net Income	(16.6		)	4.1			(12.5		)	(5.1		)	1.9			(3.2		)
Net Change	$	(5.0	)	$	1.3		$	(3.7	)	$	3.6		$	(8.9	)	$	(5.3	)
Foreign Currency Adjustments
Foreign Currency Translation Adjustments	$	44.6		$	(2.8	)	$	41.8		$	22.4		$	(1.5	)	$	20.9
Long-Term Intra-Entity Foreign Currency Transaction Gains (Losses)	1.2			(0.3		)	0.9			—			—			—
Net Investment Hedge Gains (Losses)	(74.3		)	18.5			(55.8		)	(30.5		)	11.6			(18.9		)
Net Change	$	(28.5	)	$	15.4		$	(13.1	)	$	(8.1	)	$	10.1		$	2.0
Pension and Other Postretirement Benefit Adjustments
Net Actuarial Gain (Loss)	$	10.1		$	(2.5	)	$	7.6		$	(2.3	)	$	—		$	(2.3	)
Reclassification Adjustment for (Gains) Losses Included in Net Income	9.1			(11.0		)	(1.9		)	6.4			(2.1		)	4.3
Net Change	$	19.2		$	(13.5	)	$	5.7		$	4.1		$	(2.1	)	$	2.0

The following table provides the location and before-tax amounts of reclassifications out of AOCI during the three months ended March 31, 2018 .

Table 56: Reclassification Adjustment out of Accumulated Other Comprehensive Income



(In Millions)	Location of Reclassification Adjustments Recognized in Income	Amount of Reclassification Adjustments Recognized in Income
		Three Months Ended
		March 31, 2018
Debt Securities Available for Sale
Realized (Gains) Losses on Debt Securities Available for Sale	Investment Security Gains (Losses), net	$	—
Realized Gains on Cash Flow Hedges
Foreign Exchange Contracts	Other Operating Income/Expense	(16.6		)
Pension and Other Postretirement Benefit Adjustments
Amortization of Net Actuarial Loss	Employee Benefits	9.2
Amortization of Prior Service Cost	Employee Benefits	(0.1		)
Gross Reclassification Adjustment		$	9.1

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 13 – Net Income Per Common Share Computations

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

Table 57: Net Income per Common Share



	Three Months Ended March 31,
($ In Millions Except Per Common Share Information)	2018		2017
Basic Net Income Per Common Share
Average Number of Common Shares Outstanding	225,681,167		229,059,540
Net Income	$	381.6	$	276.1
Less: Dividends on Preferred Stock	17.3		20.7
Net Income Applicable to Common Stock	$	364.3	$	255.4
Less: Earnings Allocated to Participating Securities	5.2		4.5
Earnings Allocated to Common Shares Outstanding	$	359.1	$	250.9
Basic Net Income Per Common Share	$	1.59	$	1.10
Diluted Net Income Per Common Share
Average Number of Common Shares Outstanding	225,681,167		229,059,540
Plus: Dilutive Effect of Share-based Compensation	1,366,352		1,571,336
Average Common and Potential Common Shares	227,047,519		230,630,876
Earnings Allocated to Common and Potential Common Shares	$	359.2	$	250.9
Diluted Net Income Per Common Share	$	1.58	$	1.09

Note: For the three months ended March 31, 2018 , there were no common stock equivalents excluded in the computation of diluted net income per share. Common stock equivalents of 468,381 for the three months ended March 31, 2017 were not included in the computation of diluted net income per common share because their inclusion would have been antidilutive.

Note 14 – Revenue from Contracts with Clients

Trust, Investment, and Other Servicing Fees. Custody and fund administration income is comprised of revenues received from our core asset servicing business for providing custody, fund administration, and middle-office-related services, primarily to C&IS clients. Investment management and advisory income contains revenue received from providing asset management and related services to Wealth Management and C&IS clients and to Northern Trust sponsored funds. Securities lending income represents revenues generated from securities lending arrangements that Northern Trust enters into as agent, mainly with C&IS clients. Other income largely consists of revenues received from providing employee benefit, investment risk and analytic and other services to C&IS and Wealth Management clients.

Other Noninterest Income. Treasury management income represents revenues received from providing cash and liquidity management services to C&IS and Wealth Management clients. The portion of securities commissions and trading income that relates to revenue from contracts with clients is primarily comprised of commissions earned from providing securities brokerage services to Wealth Management and C&IS clients. The portion of other operating income that relates to revenue from contracts with clients is mainly comprised of service fees for banking-related services provided to Wealth Management and C&IS clients.

Performance Obligations. Clients are typically charged monthly or quarterly in arrears based on the fee arrangement agreed to with each client; payment terms will vary depending on the client and services offered.

Substantially all revenues generated from contracts with clients for asset servicing, asset management, securities lending, treasury management and banking-related services are recognized on an accrual basis, over the period in which services are provided. The nature of Northern Trust’s performance obligations is to provide a series of distinct services in which the customer simultaneously receives and consumes the benefits of the promised services as they are performed. Fee arrangements are mainly comprised of variable amounts based on market value of client assets managed and serviced, transaction volumes, number of accounts, and securities lending volume and spreads. Revenue is recognized using the output method in an amount that reflects the consideration to which Northern Trust expects to be entitled in exchange for providing each month or quarter of service. For contracts with multiple performance obligations, revenue is allocated to each performance obligation based on the price agreed to with the client, representing its relative standalone selling price.

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)

Security brokerage revenue is primarily represented by securities commissions received in exchange of providing trade execution related services. Control is transferred at a point in time, on the trade date of the transaction, and fees are typically variable based on transaction volumes and security types.

Northern Trust’s contracts with its clients are typically open ended arrangements. Northern Trust has elected to apply the practical expedient for disclosure requirements allowed in ASU 2014-09 for performance obligations that are included in contracts with an original duration of less than one year.

The following table presents revenues disaggregated by major revenue source.

Table 58: Revenue Disaggregation



(In Millions)	Three Months Ended March 31, 2018
Noninterest Income
Trust, Investment and Other Servicing Fees
Custody and Fund Administration	$	395.9
Investment Management and Advisory	465.6
Securities Lending	26.2
Other	50.0
Total Trust, Investment and Other Servicing Fees	$	937.7
Other Noninterest Income
Foreign Exchange Income	78.5
Treasury Management	14.0
Securities Commissions and Trading Income	27.2
Other Operating Income	34.8
Investment Security Losses, net	(0.2		)
Total Other Noninterest Income	$	154.3
Total Noninterest Income	$	1,092.0

Trust, investment and other servicing fees and treasury management fees represent revenue from contracts with clients. Revenue from contracts with clients also includes $24.0 million of the $27.2 million total securities commissions and trading income and $11.3 million of the $34.8 million total other operating income for the three months ended March 31, 2018 .

Receivables Balances. The table below represents receivables balances from contracts with clients, which are included in other assets in the consolidated balance sheets, at March 31, 2018 and December 31, 2017 .

Table 59: Client Receivables



(In Millions)	March 31, 2018		December 31, 2017
Trust Fees Receivable, net ⁽¹⁾	$	700.1	$	629.7
Other	71.3		79.0
Total Client Receivables	$	771.4	$	708.7


⁽¹⁾	The net trust fees receivable balance at December 31, 2017 does not reflect the reduction for the estate settlement revenue transition adjustment of $2.7 million , which was recorded with an effective date of January 1, 2018.

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 15 – Net Interest Income

The components of net interest income were as follows:

Table 60: Net Interest Income



	Three Months Ended March 31,
(In Millions)	2018		2017
Interest Income
Loans and Leases	$	252.0	$	213.4
Securities — Taxable	177.8		143.2
— Non-Taxable	2.0		2.6
Interest-Bearing Due from and Deposits with Banks ⁽¹⁾	19.9		14.9
Federal Reserve and Other Central Bank Deposits	54.2		36.2
Total Interest Income	$	505.9	$	410.3
Interest Expense
Deposits	$	63.1	$	27.6
Federal Funds Purchased	5.3		0.5
Securities Sold Under Agreements to Repurchase	2.7		0.9
Other Borrowings	26.5		7.6
Senior Notes	11.8		11.7
Long-Term Debt	11.0		7.4
Floating Rate Capital Debt	1.5		1.1
Total Interest Expense	$	121.9	$	56.8
Net Interest Income	$	384.0	$	353.5


⁽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 16 – Income Taxes

Income tax expense for the three months ended March 31, 2018 was $102.1 million , representing an effective tax rate of 21.1% . The provision for income taxes includes a $22.6 million benefit resulting from a change in accounting method regarding the timing of tax deductions for software development-related expenses, partially offset by a $15.8 million net provision recorded in the current period representing adjustments to the initial estimated impact of the TCJA.

The prior-year three -month provision for income taxes was $114.8 million , representing an effective tax rate of 29.4% .

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 17 – 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, 2018 and 2017 .

Table 61: Net Periodic Pension Expense (Benefit)



Net Periodic Pension Expense U.S. Plan	Three Months Ended March 31,
(In Millions)	2018			2017
Service Cost	$	10.4		$	9.6
Interest Cost	11.1			11.5
Expected Return on Plan Assets	(22.0		)	(23.5		)
Amortization
Net Actuarial Loss	7.1			4.8
Prior Service Cost	(0.1		)	(0.1		)
Net Periodic Pension Expense	$	6.5		$	2.3



Net Periodic Pension Expense Non-U.S. Plans	Three Months Ended March 31,
(In Millions)	2018			2017
Service Cost	$	0.4		$	—
Interest Cost	1.0			0.9
Expected Return on Plan Assets	(1.1		)	(1.1		)
Net Actuarial Loss Amortization	0.3			0.3
Net Periodic Pension Expense	$	0.6		$	0.1



Net Periodic Pension Expense Supplemental Plan	Three Months Ended March 31,
(In Millions)	2018		2017
Service Cost	$	1.1	$	0.9
Interest Cost	1.3		1.3
Net Actuarial Loss Amortization	1.8		1.4
Net Periodic Pension Expense	$	4.2	$	3.6



Net Periodic Postretirement Expense Postretirement Health Care Plan	Three Months Ended March 31,
(In Millions)	2018		2017
Interest Cost	$	0.3	$	0.4
Net Periodic Postretirement Expense	$	0.3	$	0.4

The components of net periodic pension expense are included in the line item “Employee Benefits” expense in the consolidated statements of income.

Northern Trust contributed $50.0 million to the U.S. pension plan during the three months ended March 31, 2018 . There were no contributions to the U.S. pension plan during the three months ended March 31, 2017 .

Table of Contents

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 18 – Share-Based Compensation Plans

The Northern Trust Corporation 2017 Long-Term Incentive Plan provides for the grant of nonqualified and incentive stock options; tandem and free-standing stock appreciation rights; stock awards in the form of restricted stock, restricted stock units and other stock awards; and performance awards.

Beginning with the grants made on February 21, 2017 under the Corporation’s prior equity incentive plan, 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.

The Corporation granted 793,995 stock unit awards with a total grant-date fair value of $82.6 million during the three months ended March 31, 2018 , compared to 839,354 stock unit awards with a total grant-date fair value of $73.9 million during the three months ended March 31, 2017 . Current-quarter compensation expense included $26.9 million attributable to restricted stock units granted to retirement-eligible employees that were expensed in their entirety on the date of grant, compared to $21.6 million in the prior-year quarter.

There were no non-qualified stock options grants in the current quarter, compared to 468,381 non-qualified stock option grants with a total grant-date fair value of $9.0 million during the three months ended March 31, 2017 . Compensation expense for the three months ended March 31, 2017 included $5.5 million attributable to stock options granted to retirement-eligible employees that were expensed in their entirety on the date of grant.

The Corporation granted 242,232 performance stock units with a total grant-date fair value of $25.4 million during the three months ended March 31, 2018 , compared to 206,091 performance stock units with a total grant-date fair value of $18.1 million during the three months ended March 31, 2017 . Current-quarter compensation expense included $4.7 million 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, 2018, compared to $3.3 million in the prior-year quarter.

Restricted stock unit award compensation expense for the three months ended March 31, 2018 and 2017 included $2.7 million and $2.5 million , respectively, attributable to restricted stock units vested in full and expensed in their entirety upon 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, 2018 and 2017 .

Table 62: Total Compensation Expense for Share-Based Payment Arrangements



	Three Months Ended March 31,
(In Millions)	2018		2017
Restricted Stock Unit Awards	$	46.7	$	41.2
Stock Options	0.8		6.3
Performance Stock Units	9.0		8.5
Total Share-Based Compensation Expense	56.5		56.0
Tax Benefits Recognized	$	14.0	$	21.2

Note 19 – Variable Interest Entities

Variable Interest Entities (VIEs) are defined within GAAP as entities which 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 and 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.

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Notes to Consolidated Financial Statements (unaudited) (continued)

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 leveraged lease trust VIEs is limited to the carrying amounts of its leveraged lease investments. As of March 31, 2018 and December 31, 2017 , the carrying amounts of these investments, which are included in loans and leases in the consolidated balance sheets, were $121.3 million and $131.0 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 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 amounts of its investments, including any undrawn commitments. As of March 31, 2018 and December 31, 2017 , the carrying amounts of these investments in community development projects that generate tax credits, included in other assets in the consolidated balance sheets, totaled $405.5 million and $415.3 million , respectively, of which $350.4 million and $386.1 million are VIEs as of March 31, 2018 and December 31, 2017 , respectively. As of March 31, 2018 and December 31, 2017 , liabilities related to unfunded commitments on investments in tax credit community development projects, included in other liabilities in the consolidated balance sheets, totaled $229.8 million and $241.1 million , respectively, of which $183.3 million and $215.2 million , related to undrawn commitments on VIEs as of March 31, 2018 and December 31, 2017 , 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.

Tax credits and other tax benefits attributable to community development projects totaled $14.7 million and $12.1 million for the three months ended March 31, 2018 and 2017 , 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 did not waive any money market mutual fund fees for the three months ended March 31, 2018. Northern Trust voluntarily waived $0.2 million of money market mutual fund fees for the three months ended March 31, 2017 . Northern Trust does not have any contractual obligations 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.

Periodically, Northern Trust makes seed capital investments to certain funds. As of March 31, 2018 and December 31, 2017, Northern Trust had $10.5 million and $10.0 million of investments valued using net asset value per share and included in other

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Notes to Consolidated Financial Statements (unaudited) (continued)

assets, respectively. As of March 31, 2018 and December 31, 2017, Northern Trust had no unfunded commitments related to seed capital investments.

Note 20 – 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 $25.7 billion and $26.8 billion as of March 31, 2018 and December 31, 2017 , 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 $2.9 billion and $3.0 billion as of March 31, 2018 and December 31, 2017 , 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, 2018 and December 31, 2017 subject to indemnification was $161.3 billion and $143.6 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, 2018 or December 31, 2017 , related to these indemnifications.

Legal Proceedings. In the normal course of business, the Corporation and its subsidiaries are routinely defendants in or parties to pending and threatened legal actions, and are subject to regulatory examinations, information-gathering requests, investigations, and proceedings, both formal and informal. In certain legal actions, claims for substantial monetary damages are asserted. In regulatory matters, claims for disgorgement, restitution, penalties and/or other remedial actions or sanctions may be sought.

Based on current knowledge, after consultation with legal counsel and after taking into account current accruals, management does not believe that losses, fines or penalties, if any, arising from pending litigation or threatened legal actions or regulatory matters either individually or in the aggregate, after giving effect to applicable reserves and insurance coverage 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.”

The outcome of litigation and regulatory matters is inherently difficult to predict and/or the range of loss often cannot be reasonably estimated, particularly for 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.

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Notes to Consolidated Financial Statements (unaudited) (continued)

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, 2018 , the Corporation has estimated the range of reasonably possible loss for these matters to be from zero to approximately $20 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 appealed the court decision and such appeal was heard by the appellate court in March 2018. A ruling by the appellate court is expected in June 2018. As trustee, NTFS provided no tax advice and had no involvement in the preparation or filing of the challenged estate tax filings.

In the current quarter, Northern Trust received a document request from the U.S. Commodity Futures Trading Commission (CFTC), Division of Enforcement, seeking the production of documents related to the Bank’s activities as a swap dealer provisionally registered with the CFTC. Northern Trust is responding to the CFTC’s document request. In addition, the National Futures Association (NFA) provided the Bank with a letter dated April 30, 2018, summarizing certain findings related to the Bank’s swap dealer compliance program identified during a recently completed examination. Northern Trust is cooperating with the NFA and working to address the findings identified by the NFA in its examination.

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 Visa Class B common shares, which are recorded at their original cost basis of zero as of both March 31, 2018 and 2017 .

Note 21 – 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.

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Notes to Consolidated Financial Statements (unaudited) (continued)

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 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 $1.1 billion and $1.4 billion as of March 31, 2018 and December 31, 2017 , respectively, as a result of master netting arrangements and similar agreements in place. Derivative assets and liabilities recorded at March 31, 2018 , also reflect reductions of $74.9 million and $443.8 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 $427.6 million and $189.0 million , respectively, at December 31, 2017 . Additional cash collateral received from and deposited with derivative counterparties totaling $245.8 million and $248.3 million , respectively, as of March 31, 2018 , and $67.0 million and $143.1 million , respectively, as of December 31, 2017 , 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. The following table presents the fair value of securities that have been either pledged to or accepted from counterparties for these derivative transactions.

Table 63: Fair Value of Securities Collateral for Derivative Transactions



(in Millions)	March 31, 2018		December 31, 2017
Pledged to others:
Not permitted by contract or custom to sell or repledge	$	37.8	$	39.9
Permitted by contract or custom to sell or repledge	—		—
Accepted from others:
Not permitted by contract or custom to sell or repledge	—		—
Permitted by contract or custom to sell or repledge	22.8		4.6

Securities pledged or accepted as collateral are not offset against derivative assets and liabilities in the consolidated balance sheets. There was no repledged or sold collateral at March 31, 2018 or December 31, 2017 .

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Notes to Consolidated Financial Statements (unaudited) (continued)

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 $217.6 million and $223.7 million at March 31, 2018 and December 31, 2017 , respectively. Cash collateral amounts deposited with derivative counterparties on those dates included $197.9 million and $35.8 million , respectively, posted against these liabilities, resulting in a net maximum amount of termination payments that could have been required at March 31, 2018 and December 31, 2017 , of $19.7 million and $187.9 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 each of March 31, 2018 and December 31, 2017 , 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 64: Notional and Fair Values of Client-Related and Trading Derivative Financial Instruments



	March 31, 2018						December 31, 2017
	Notional Value		Fair Value				Notional Value		Fair Value
(In Millions)	Notional Value		Asset		Liability		Notional Value		Asset		Liability
Foreign Exchange Contracts	$	311,510.1	$	1,995.8	$	1,999.8	$	317,882.5	$	2,527.0	$	2,522.5
Interest Rate Contracts	7,574.4		63.2		80.7		7,418.0		65.1		64.1
Total	$	319,084.5	$	2,059.0	$	2,080.5	$	325,300.5	$	2,592.1	$	2,586.6

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Notes to Consolidated Financial Statements (unaudited) (continued)

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, 2018 and 2017 .

Table 65: 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)	Location of Derivative Gain Recognized in Income	2018		2017
Foreign Exchange Contracts	Foreign Exchange Trading Income	$	78.5	$	48.1
Interest Rate Contracts	Security Commissions and Trading Income	1.7		1.2
Total		$	80.2	$	49.3

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



			March 31, 2018						December 31, 2017
	Derivative Instrument	Risk Classification	Notional Value		Fair Value				Notional Value		Fair Value
(In Millions)	Derivative Instrument	Risk Classification	Notional Value		Asset		Liability		Notional Value		Asset		Liability
Fair Value Hedges
Available for Sale Debt Securities	Interest Rate Swap Contracts	Interest Rate	$	3,307.4	$	16.9	$	11.5	$	3,423.1	$	15.7	$	14.5
Senior Notes and Long-Term Subordinated Debt	Interest Rate Swap Contracts	Interest Rate	1,050.0		9.4		4.2		1,050.0		16.0		3.7
Cash Flow Hedges
Forecasted Foreign Currency Denominated Transactions	Foreign Exchange Contracts	Foreign Currency	465.3		12.5		7.9		436.2		13.5		6.4
Foreign Currency Denominated Debt Securities	Foreign Exchange Contracts	Foreign Currency	2,785.8		6.8		48.3		2,852.8		14.9		6.6
Available for Sale Debt Securities	Interest Rate Contracts	Interest Rate	925.0		0.2		2.3		925.0		0.2		1.2
Net Investment Hedges
Net Investments in Non-U.S. Affiliates	Foreign Exchange Contracts	Foreign Currency	2,663.8		33.8		2.6		3,011.3		0.6		179.6
Total			$	11,197.3	$	79.6	$	76.8	$	11,698.4	$	60.9	$	212.0

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Notes to Consolidated Financial Statements (unaudited) (continued)

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. 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, 2018 and 2017 .

Table 67: 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)	Derivative Instrument		2018			2017
Available for Sale Debt Securities	Interest Rate Swap Contracts	Interest Income	$	0.5		$	(2.4	)
Senior Notes and Long-Term Subordinated Debt	Interest Rate Swap Contracts	Interest Expense	(5.7		)	3.1
Total			$	(5.2	)	$	0.7

Northern Trust applied the “shortcut” method of accounting, available under GAAP, which assumes there is no ineffectiveness in a hedge, for all of its fair value hedges during the three month periods ended March 31, 2018 and 2017.

Derivatives are also d esignated 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 earnings for cash flow hedges during the three months ended March 31, 2018 and 2017 . As of March 31, 2018 , 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, 2018 and 2017 .

Table 68: 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,	2018		2017			2018			2017
Net Gain/(Loss) Recognized in AOCI	$	13.0	$	8.9		$	(1.4	)	$	(0.2	)
Net Gain/(Loss) Reclassified from AOCI to Net Income
Other Operating Income	2.4		0.7			—			—
Interest Income	14.2		4.4			—			0.1
Other Operating Expense	—		(0.1		)	—			—
Total	$	16.6	$	5.0		$	—		$	0.1

There were no material gains or losses reclassified into earnings during the three months ended March 31, 2018 and 2017 , as a result of the discontinuance of forecasted transactions that were no longer probable of occurring. It is estimated that net gains of $4.4 million and $0.5 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 debt securities, respectively. It is estimated that a net loss of $0.8 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 debt 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. For net investment hedges, there was no ineffectiveness recorded during the three months ended March 31, 2018 and 2017 . Net investment hedge losses recognized in AOCI related to foreign exchange contracts were $74.3 million and $30.5 million for the three months ended March 31, 2018 and 2017 , respectively.

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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. 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 69: Notional and Fair Values of Non-Designated Risk Management Derivative Instruments



	March 31, 2018						December 31, 2017
(In Millions)	Notional Value		Fair Value				Notional Value		Fair Value
(In Millions)	Notional Value		Asset		Liability		Notional Value		Asset		Liability
Foreign Exchange Contracts	$	236.1	$	3.7	$	0.5	$	214.1	$	1.1	$	0.1
Other Financial Derivatives ⁽¹⁾	424.8		0.2		31.3		404.7		—		30.4
Total	$	660.9	$	3.9	$	31.8	$	618.8	$	1.1	$	30.5


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

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, 2018 and 2017 .

Table 70: 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,
		2018			2017
Foreign Exchange Contracts	Other Operating Income	$	4.0		$	1.7
Other Financial Derivatives ⁽¹⁾	Other Operating Income	(4.0		)	(2.9		)
Total		$	—		$	(1.2	)


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

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Notes to Consolidated Financial Statements (unaudited) (continued)

Note 22 – 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, 2018 and December 31, 2017 .

Table 71: Offsetting of Derivative Assets and Securities Purchased Under Agreements to Resell



March 31, 2018
(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)	$	1,595.1	$	997.2	$	597.9	$	—	$	597.9
Interest Rate Swaps OTC	83.4		19.8		63.6		—		63.6
Interest Rate Swaps Exchange Cleared	6.3		6.3		—		—		—
Other Financial Derivatives	0.2		—		0.2		—		0.2
Cross Product Netting Adjustment	—		62.6		—		—		—
Cross Product Collateral Adjustment	—		74.9		—		—		—
Total Derivatives Subject to a Master Netting Arrangement	1,685.0		1,160.8		524.2		—		524.2
Total Derivatives Not Subject to a Master Netting Arrangement	457.5		—		457.5		—		457.5
Total Derivatives	$	2,142.5	$	1,160.8	$	981.7	$	—	$	981.7
Securities Purchased under Agreements to Resell ⁽²⁾	$	1,504.0	$	—	$	1,504.0	$	1,504.0	$	—



December 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 OTC	$	2,106.3	$	1,397.7	$	708.6	$	—	$	708.6
Interest Rate Swaps OTC	86.9		14.2		72.7		—		72.7
Interest Rate Swaps Exchange Cleared	10.1		10.1		—		—		—
Cross Product Netting Adjustment	—		10.4		—		—		—
Cross Product Collateral Adjustment	—		427.6		—		—		—
Total Derivatives Subject to a Master Netting Arrangement	2,203.3		1,860.0		343.3		—		343.3
Total Derivatives Not Subject to a Master Netting Arrangement	450.8		—		450.8		—		450.8
Total Derivatives	2,654.1		1,860.0		794.1		—		794.1
Securities Purchased under Agreements to Resell ⁽²⁾	$	1,303.3	$	—	$	1,303.3	$	1,303.3	$	—


⁽¹⁾	Derivative assets are reported in other assets in the consolidated balance sheets. Other assets (excluding derivative assets) totaled $4.5 billion and $3.9 billion as of March 31, 2018 and December 31, 2017 , 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. Federal funds sold totaled $30.0 million and $21.0 million as of March 31, 2018 and December 31, 2017 , 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, 2018 and December 31, 2017 .

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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, 2018 and December 31, 2017 .

Table 72: Offsetting of Derivative Liabilities and Securities Sold Under Agreements to Repurchase



March 31, 2018
(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	$	1,522.2	$	997.2	$	525.0	$	—	$	525.0
Interest Rate Swaps OTC	90.4		19.8		70.6		—		70.6
Interest Rate Swaps Exchange Cleared	8.3		6.3		2.0		—		2.0
Other Financial Derivatives	31.3		—		31.3		—		31.3
Cross Product Netting Adjustment	—		62.6		—		—		—
Cross Product Collateral Adjustment	—		443.8		—		—		—
Total Derivatives Subject to a Master Netting Arrangement	1,652.2		1,529.7		122.5		—		122.5
Total Derivatives Not Subject to a Master Netting Arrangement	536.9		—		536.9		—		536.9
Total Derivatives	2,189.1		1,529.7		659.4		—		659.4
Securities Sold under Agreements to Repurchase	$	810.0	$	—	$	810.0	$	810.0	$	—



December 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	$	1,889.2	$	1,397.7	$	491.5	$	—	$	491.5
Interest Rate Swaps OTC	69.2		14.2		55.0		—		55.0
Interest Rate Swaps Exchange Cleared	14.3		10.1		4.2		—		4.2
Other Financial Derivatives	30.4		—		30.4		—		30.4
Cross Product Netting Adjustment	—		10.4		—		—		—
Cross Product Collateral Adjustment	—		189.0		—		—		—
Total Derivatives Subject to a Master Netting Arrangement	2,003.1		1,621.4		381.7		—		381.7
Total Derivatives Not Subject to a Master Netting Arrangement	825.9		—		825.9		—		825.9
Total Derivatives	2,829.0		1,621.4		1,207.6		—		1,207.6
Securities Sold under Agreements to Repurchase	$	834.0	$	—	$	834.0	$	834.0	$	—


⁽¹⁾	Derivative liabilities are reported in other liabilities in the consolidated balance sheets. Other liabilities (excluding derivative liabilities) totaled $2.2 billion and $2.4 billion as of March 31, 2018 and December 31, 2017 , 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, 2018 and December 31, 2017 .

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

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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, 2018 , 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, 2018 , 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 20 — 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, 2018 .

Table 73: 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, 2018	131,710	$	106.29	131,710	6,215,146
February 1-28, 2018	1,289,180	103.17		1,289,180	4,925,966
March 1-31, 2018	718,396	107.18		718,396	4,207,570
Total (First Quarter)	2,139,286	$	104.71	2,139,286	4,207,570


⁽¹⁾	Repurchases were made pursuant to the repurchase program announced by the Corporation on July 18, 2017 , under which the Corporation’s Board of Directors authorized the Corporation to repurchase up to 9.5 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.

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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 4, 2018	By:	/s/ S. Biff Bowman
			S. Biff Bowman Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date:	May 4, 2018	By:	/s/ Aileen B. Blake
			Aileen B. Blake Executive Vice President and Controller (Principal Accounting Officer)

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EXHIBIT INDEX



Exhibit Number	Description

4.1	Certain instruments defining the rights of the holders of long-term debt of the Corporation and certain of its subsidiaries, none of which authorize a total amount of indebtedness in excess of 10% of the total assets of the Corporation and its subsidiaries on a consolidated basis, have not been filed as exhibits. The Corporation hereby agrees to furnish a copy of any of these agreements to the SEC upon request.

10.1	Northern Trust Corporation Non-Employee Director Compensation Plan

10.2	Northern Partners Incentive Plan

10.3	Form of 2018 Performance Stock Unit Award Terms and Conditions

10.4	Form of 2018 Stock Unit Award Terms and Conditions

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, 2018, formatted in Extensible Business Reporting Language (XBRL): (1) the Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017, (2) the Consolidated Statements of Income for the three months ended March 31, 2018 and 2017, (3) the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018 and 2017, (4) the Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2018 and 2017, (5) the Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017, and (6) Notes to Consolidated Financial Statements

Exhibit 10.1

NORTHERN TRUST CORPORATION

Non-Employee Director Compensation Plan

Purpose . This Non-Employee Director Compensation Plan (the “ Plan ”) is adopted by the Board of Directors (the “ Board ”) of Northern Trust Corporation (the “ Corporation ”). This Plan is adopted pursuant to the Northern Trust Corporation 2017 Long-Term Incentive Plan (the “ 2017 LTIP ”). Capitalized terms defined in the 2017 LTIP that are used herein without being defined shall have the same meaning as set forth in the 2017 LTIP.


2.	Participants . Each Non-Employee Director shall be eligible to participate in the Plan. Upon acknowledging his or her agreement to the terms and conditions of the Plan by countersigning the Plan in the space provided below, the Non-Employee Director shall become a participant in the Plan (a “ Participant ”).


3.	Restricted Stock Units .


3.1	Grant .

(a)

Immediately following the conclusion of the Corporation’s annual meeting of stockholders (the “ Annual Meeting ”) in each year, beginning with the Annual Meeting to be held in 2018, and subject to the availability of shares of Common Stock under the 2017 LTIP, each Participant elected to the Board at such Annual Meeting shall, automatically and without necessity of any action by the Board or any committee thereof, receive the number of Restricted Stock Units equal to the quotient of (i) $110,000, divided by (ii) the Fair Market Value of a share of Common Stock on the date of the grant (reduced to the nearest whole number) (such number of Restricted Stock Units, the “ Annual RSU Grant Amount ”), subject to the terms and conditions of this Plan and the 2017 LTIP. A Restricted Stock Unit is the right, subject to the terms and conditions of the Plan and the 2017 LTIP, to receive a distribution of a share of Common Stock or cash (with respect to Cash-Settled RSUs, as defined below), pursuant to Section 3.6 below. With respect to any Participant who is an “Advisory Director,” all Restricted Stock Units held by such Participant shall be settled in cash, with each Restricted Stock Unit constituting the right to receive cash in an amount equal to the Fair Market Value of Common Stock on the date of distribution (the “ Cash-Settled RSUs ”). With respect to all other Participants, all Restricted Stock Units shall be settled in Common Stock. Unless otherwise specified herein, the Cash-Settled RSUs shall be subject to the same terms and conditions under this Plan as Restricted Stock Units that are settled in Common Stock.


(b)	Each Participant elected or appointed on a date other than the date of an Annual Meeting shall, on the date of such election or appointment and automatically and without necessity of any action by the Board or any committee thereof, receive a pro-rated grant for the number of Restricted

Stock Units (reduced to the nearest whole number) equal to the product of (i) the Annual RSU Grant Amount applicable to the immediately preceding Annual Meeting, multiplied by (ii) the quotient of (A) the number of days before the next Annual Meeting divided by (B) the number of days from the immediately preceding Annual Meeting until the next regularly scheduled Annual meeting; provided, however, if the next Annual Meeting date has not been approved by the Board at the time of grant, for purposes of this calculation it should be assumed that 365 days will elapse between the two Annual Meetings.


3.2	Restricted Stock Unit Account . The Corporation shall maintain an account (“ RSU Account ”) on its books in the name of each Participant, which shall reflect the number of Restricted Stock Units awarded to a Participant that the Participant is eligible to receive under this Plan and which have not yet been distributed to the Participant in accordance with Section 3.6 hereof.

3.3

Dividend Equivalents . Upon the payment of any dividend on Common Stock occurring during the period preceding the distribution of a Participant’s Restricted Stock Unit award pursuant to Section 3.6 below, the Corporation shall credit to a cash account maintained by the Corporation on its books in the name of the Participant with respect to the Restricted Stock Units 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 Restricted Stock Units in the Participant’s RSU Account on that date (“ Dividend Equivalents ”). No interest or earnings shall be credited with respect to the Dividend Equivalents. Such Dividend Equivalents shall be subject to the same forfeiture, vesting, and distribution provisions of this Plan applicable to the Restricted Stock Units to which such Dividend Equivalents relate.

3.4

Forfeiture . Except as set forth in Section 3.5 , if a Participant incurs a Separation from Service, as defined below, prior to the Vesting Date, as defined below, the Participant’s Restricted Stock Units shall be forfeited and revert to the Corporation, and the Corporation shall have no obligation to pay any Dividend Equivalents pursuant to Section 3.3 above with respect to the forfeited Restricted Stock Units. The Corporation shall have no further obligation to such a Participant under the Plan with respect to such Restricted Stock Units. For purposes of this Plan, the term “ Separation from Service ” shall mean the date on which the Participant’s membership on the Board terminates for any reason, including resignation or retirement.


3.5	Vesting . A Participant shall become 100% vested in the Restricted Stock Units granted hereunder upon the date (the “ Vesting Date ”) that is the earliest to occur of (a) the date of the next Annual Meeting following the award of the Restricted Stock Units (the “ Regular Vesting Date ”), (b) the date of the Participant’s death, and (c)

the date of a Change in Control, provided that the Participant has not incurred a Separation from Service prior to the earliest of the foregoing three events.


3.6	Distribution . Subject to any deferral election completed by the Participant to the extent permitted under Section 5 of the Plan and Section 409A of the Code:

(a)

If a Participant has become 100% vested in an award of Restricted Stock Units granted hereunder upon a Vesting Date, the Restricted Stock Units (and associated Dividend Equivalents, if any) shall be distributed as soon as possible after the Vesting Date (but in any event no later than 60 days following the Vesting Date), provided that neither the Participant (nor any Beneficiary (as defined in Section 6.5 ), if applicable) shall have the right directly or indirectly to designate the taxable year of payment. Restricted Stock Units which are (i) settled in Common Stock shall be distributed only in shares of Common Stock so that, pursuant to Section 3.1 and this Section 3.6 , a Participant shall be entitled to receive one share of Common Stock for each Restricted Stock Unit in the Participant’s RSU Account, or (ii) Cash-Settled RSUs shall be distributed only in cash so that, pursuant to Section 3.1 and this Section 3.6 , a Participant shall be entitled to receive cash with respect to each such Restricted Stock Unit in an amount equal to the Fair Market Value of a share of Common Stock on the Vesting Date. For purposes of the distribution of Cash-Settled RSUs, the Fair Market Value of a share of Common Stock at any time that the Common Stock is listed on a national securities exchange or quoted on NASDAQ shall be the average of the highest and lowest reported sales prices of a share of Common Stock on NASDAQ.

(b)

If a Participant’s service on the Board shall terminate by reason of death prior to the Regular Vesting Date or a Change in Control, all cash or Common Stock then distributable hereunder with respect to the Participant shall be distributed to the Participant’s Beneficiary or, in the absence of a Beneficiary, to the Participant’s estate. With respect to Cash-Settled RSUs, the value of each such Restricted Stock Unit shall equal the Fair Market Value of a share of Common Stock on the date of death.

(c)

If a Participant dies on or after the Regular Vesting Date or a Change in Control, 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 Participant’s Beneficiary or, in the absence of a Beneficiary, to the Participant’s estate, within the period described in Section 3.6(a) .


3.7	Delivery of Shares . To the extent permitted under the short-term deferral rules under Section 409A of the Code, the Corporation may delay the issuance or delivery of shares of Common Stock if the Corporation 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 the Corporation reasonably anticipates that such issuance or delivery will not cause such violation.


3.8	Adjustment . All Restricted Stock Units provided under the Plan are subject to adjustment in accordance with the provisions of Section 5.7 of the 2017 LTIP.

3.9

Availability of Shares . If on any grant date, the number of shares of Common Stock which would otherwise be granted in the form of Restricted Stock Units granted under the Plan shall exceed the number of shares of Common Stock then remaining available under the 2017 LTIP, the available shares shall be allocated to Participants pro-rata in proportion to the number of shares subject to Restricted Stock Units that Participants would otherwise be entitled to receive, and the remaining portion of their Restricted Stock Unit grant shall be granted in the form of cash compensation, subject to the same vesting and payment terms as set forth in this Section 3 .


4.	Cash Compensation .

4.1

The Corporation shall pay each Participant an annual cash retainer of $110,000 per calendar year (the “ Annual Cash Retainer ”). In addition to the Annual Cash Retainer, (i) Participants serving as the Chair of any Board committee are entitled to an additional $15,000 cash payment per calendar year (the “ Chairperson Retainer ”), (ii) the Corporation’s Lead Director is entitled to an additional $25,000 cash payment per calendar year (the “ Lead Director Retainer ”), and (iii) any Participants, including the applicable Chair, serving on the Audit, Business Risk and Capital Governance Committees are entitled to an additional $10,000 cash payment per calendar year (the “ Committee Retainer ” and, together with the Annual Cash Retainer, Chairperson Retainer and Lead Director Retainer, the “ Cash Compensation ”). The Cash Compensation shall be paid quarterly in arrears (but in any event no later than the March 15th immediately following the conclusion of the applicable year). If a Participant dies prior to receiving his or her Cash Compensation for a particular quarter, such Cash Compensation shall be distributed to the Participant’s Beneficiary or, in the absence of a Beneficiary, to the Participant’s estate. For purposes of determining the amount of such quarterly payment(s), a Participant who joins the Board or a committee following the beginning of the applicable quarter shall be entitled to a pro rata portion of the Cash Compensation based on the number of days served on the Board or applicable committee during such quarter.

Deferral of Compensation . To the extent that the Corporation maintains a deferred compensation plan in which Directors may participate, Participants shall be eligible to defer payment of the Restricted Stock Units (including the related Dividend Equivalents) and Cash Compensation otherwise payable under this Plan, in accordance with the terms and conditions of the deferred compensation plan as may be in effect from time to time and Section 409A of the Code.


6.	General Provisions .


6.1	Amendment, Suspension or Termination . Subject to the limitations contained in Section 5.2 of the 2017 LTIP, the Board may, at any time amend, suspend or terminate the Plan as it deems advisable and in the best interests of the Corporation.


6.2	No Obligation to Reelect or Reappoint . Nothing in the Plan or the 2017 LTIP shall be deemed to create an obligation on the part of the Board to nominate a Participant for reelection by the Corporation’s stockholders, to reappoint an Advisory Director or to fill any vacancy upon action of the Board.

6.3

Unfunded Arrangement. The Plan shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of the Corporation for payment of any benefit hereunder. No Participant shall have any interest in any particular assets of the Corporation or its affiliates by reason of the right to receive a benefit under the Plan and any such Participant shall have only the rights of an unsecured creditor of the Corporation with respect to any rights under the Plan.

6.4

Nontransferability . No interest hereunder shall be transferable other than by will, the laws of descent and distribution or pursuant to procedures approved by the Corporation related to the designation of a Beneficiary pursuant to Section 6.5 below. Except pursuant to the preceding sentence, no interest hereunder may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any award, such award and all rights thereunder shall immediately become null and void.


6.5	Designation of Beneficiary. The Participant may file with the Corporation a written designation (in a form and submitted in a manner acceptable to the Corporation) of one or more individuals, trustees, trusts or other entities as such holder’s beneficiary or beneficiaries (“ Beneficiary ”) in the event of the holder’s death.

6.6

Withholding. In the event that federal, state, foreign or local taxes must be withheld from any distribution hereunder, (a) the Corporation 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 the Corporation’s minimum statutory withholding obligation, if any (based on minimum statutory withholding rates for applicable tax purposes that are applicable to such taxable income) or such higher withholding rate that is permitted under applicable law and accounting rules.


6.7	Administration . The Plan and the 2017 LTIP are administered by the Committee. The rights of Participants hereunder are expressly subject to the terms and conditions of the Plan and the 2017 LTIP, together with such guidelines as have been or may be adopted from time to time by the Committee.


6.8	No Rights as Stockholder . Except as provided herein, Participants shall have no rights as a stockholder with respect to the Restricted Stock Units until the Common Stock subject to such Restricted Stock Units are distributed to the Participant.


6.9	Interpretation . Any interpretation by the Committee of the terms and conditions of the Plan, the 2017 LTIP or any guidelines shall be final.


6.10	Governing Law . The Plan and each award hereunder and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

Acknowledged and Agreed to:

PARTICIPANT

By: __________________

Name: _______________

Exhibit 10.2

Northern Partners Incentive Plan


I.	INTRODUCTION

1.1 Purpose . The purpose of the Northern Partners Incentive Plan (the “ Plan ”) is to (i) promote the achievement of superior financial and operating performance of Northern Trust Corporation and its subsidiaries (hereinafter referred to as “ Northern Trust ”), and (ii) further the objective of delivering unrivaled service quality to its clients and partners through the awarding of incentive payments to selected employees.


1.2	Definitions .

“ Authorized Senior Manager ” shall mean the officer or officers of Northern Trust who have been designated by the Committee to administer certain elements of the Plan, as specified herein.

“ Board ” shall mean the Board of Directors of the Corporation.

“ Cause ” shall mean (i) a material breach or Participant’s willful and substantial non-performance of Participant’s 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 Participant’s position to seek or obtain an illegal or personal gain at the expense of the Corporation, Participant’s Employer or any of their respective subsidiaries, or similar crimes, or conspiracy to commit any such crimes or attempt to commit any such crimes, (iii) Participant’s violation of any policy of the Corporation, Participant’s Employer or any of their respective subsidiaries to which Participant may be subject or Participant’s willful engagement in any misconduct in the performance of Participant’s duties that materially injures the Corporation, Participant’s Employer or any of their respective subsidiaries, (iv) Participant’s performance of any act which, if known to the customers, clients, stockholders or regulators of the Corporation, Participant’s Employer or any of their respective subsidiaries, would materially and adversely impact the business of the Corporation, Participant’s Employer or any of their respective subsidiaries, or (v) any act or omission by Participant that causes a regulatory body with jurisdiction over the Corporation, Participant’s Employer or any of their respective subsidiaries, to demand, request, or recommend that Participant be suspended or removed from any position in which Participant serves with the Corporation, Participant’s Employer or any of their respective subsidiaries.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Committee ” shall mean the Compensation and Benefits Committee of the Board, or a subcommittee thereof, or such other committee designated by the Board to administer the Plan.

“ Continuous Years of Service ” shall mean the period of Participant’s continuous and uninterrupted employment with Participant’s Employer commencing on Participant’s most recent hire date with Participant’s Employer through Participant’s termination date. For the sake of clarity, if Participant’s employment with Northern Trust terminated and Participant has been rehired by Participant’s Employer, Participant’s Continuous Years of Service shall not be determined by aggregating Participant’s periods of employment with Northern Trust. For purposes of this definition, the Participant’s termination date shall be deemed to occur on the effective date of the termination of employment with Participant’s Employer, as determined by the Participant’s Employer (in its discretion).

“ Corporation ” shall mean the Northern Trust Corporation, a Delaware corporation.

“ Disability ” shall mean (i) for a United States-based Participant, the Participant is eligible for and receives short-term and/or long-term disability benefits for 12 consecutive months under the Northern Trust sponsored disability program applicable to such Participant and (ii) for a Participant based outside of the United States, as determined by the Human Resources Officer (or his or her delegate) based on formal local country-specific definitions and eligibility criteria for disability benefits.

“ Employer ” shall mean the Corporation or any subsidiary that employs Participant.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Good Standing ” shall mean (i) the Participant has satisfactorily met performance expectations, including risk management performance expectations, as determined by the Participant's direct supervisor, (ii) the Participant has complied with all Northern Trust policies and standards of conduct, (iii) the Participant has not engaged in any activity competitive with Northern Trust’s business or otherwise detrimental to Northern Trust’s business, and (iv) the Participant has not tendered his or her resignation or been notified by Northern Trust of the termination of such Participant’s employment.

“ Human Resources Officer ” shall mean the senior most human resources officer of the Corporation.

“ Participant ” shall mean any employee of Northern Trust selected to participate in the Plan for a Performance Period.

“ Performance Period ” shall mean any period designated by the Authorized Senior Manager during which incentives may be determined and which may represent a quarterly, semi-annual or annual period, depending on the incentive category to which the Participant is assigned and the potential award structure. Performance Periods for (i) quarterly payments shall be as follows: January 1 to March 31; April 1 to June 30; July 1 to September 30; and October 1 to December 31; (ii) semi-annual payments shall be as follows: January 1 to June 30 and July 1 to December 31; and (iii) all other awards under the Plan, shall be the Plan Year, unless otherwise approved by the Human Resources Officer (or his or her delegate).

“ Plan Year ” shall mean the calendar year period from January 1 to December 31.

“ Retirement ” shall mean a termination of employment without Cause occurring on or after the date (i) Participant has attained age 55, and (ii) the sum of Participant’s 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.

“ Settlement Date ” shall mean (i) the date on which any cash award is paid or (ii) the grant date, as approved by the Committee (or its delegate), of any equity-based compensation with respect to this Plan.


II.	ELIGIBILITY

Participants in the Plan for a Plan Year are those employees designated by the Authorized Senior Manager as eligible to participate in the Plan. Employees who have a change in job duties, are promoted, or are hired during the applicable Performance Period may be considered for inclusion and designated by Business Unit Management for partial Plan Year participation.


III.	TERMS OF AWARDS

3.1 Award Opportunities . An award target or opportunity shall be communicated to each Participant at the beginning of the applicable Plan Year as a potential award payout, provided that the applicable corporate and business unit performance goals and individual performance expectations, and any other factors that Northern Trust may determine appropriate, are achieved.

3.2 Discretion . The award and payment of any incentive amount is at the sole and absolute discretion of Northern Trust. Northern Trust 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 performance is not in line with expectations or due to any other reason Northern Trust deems appropriate in its sole and absolute discretion. This may mean that, regardless of corporate, business unit and individual performance, Northern Trust shall have the sole and absolute discretion to reduce the amount of any payment with respect to any award that would otherwise be made to any Participant or to decide that no payment shall be made.

3.3 Plan Incentive Pool . At the beginning of each Plan Year, (i) the Committee shall determine a corporate earnings target and projected funding for awards under the Plan and (ii) Business Unit Management shall determine appropriate earnings targets, performance standards, and projected funding for awards to Participants in their respective business unit. Authorized Senior Managers shall have the right to either increase or decrease the original projected funding amount for the corporate and business unit levels due to actual results and each business unit’s relative contribution to actual results, effective risk management, or for any other reason as such Authorized Senior Managers deem fit in their sole and absolute discretion; provided , however , that the funding amount for the entire Plan with respect to such Plan Year may not exceed the funding level established by the Committee without approval. 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 applicable Performance Period.

3.4 Individual Performance Measures, Award Determinations and Eligibility for Payment .

a. Individual Performance Measures . Each Participant shall receive performance expectations, including a risk management expectation, for the Plan Year that shall consist of both objective goals and subjective performance assessments. Each Participant’s manager shall establish the Participant’s performance expectations, including a risk management expectation, as early in the applicable Performance Period as practicable.

b. Individual Award Determinations . All awards (if any) shall be impacted by available Plan funding, as determined and adjusted by Northern Trust, in its sole and absolute discretion. Awards (if any) shall be 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: (i) individual performance expectations, including the risk management expectation; (ii) overall contributions to corporate and business unit earnings, relative to peers; and (iii) competitiveness of a Participant’s total compensation. Both quantitative and qualitative performance criteria will be used to evaluate performance and formula-driven performance measures may be one of several factors for determination of award amounts. Northern Trust has the full and absolute discretion both during and after the Performance Period through the actual Settlement Date, 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 Northern Trust, in its sole and absolute discretion, determines appropriate. In addition to the foregoing, all awards must also comply with applicable regulatory requirements and may be risk-adjusted within Northern Trust's discretion for all individual employees or groups of employees who, individually or collectively, may expose Northern Trust to more substantial amounts of risk.

c. Conditions on Eligibility for Payment of Award . In order for a Participant to remain eligible for payment of an award, the Participant must continue employment in Good Standing with the business unit that designated him or her as a Participant, and contribute toward the achievement of corporate and business unit goals through the Settlement Date, except as otherwise required to comply with applicable local law; provided , however , a Participant who was designated by a business unit for participation and transfers to another business unit during the applicable Performance Period may, as determined by Business Unit Management of the transferring business unit in its sole discretion, be determined eligible for a pro-rata portion of the award based on service performed for the transferring business unit during the applicable Performance Period, provided that the corporate and business unit goals and individual performance expectations, and any other factors which Northern Trust may determine applicable, are achieved. Notwithstanding the foregoing, Business Unit Management may, in its sole and absolute discretion, determine that a pro-rata award shall be paid in the event of termination of employment with Northern Trust by a Participant on account of death, Disability, Retirement, or involuntary termination during the applicable Performance Period by

Northern Trust without Cause, such as due to job elimination or redundancy, taking into consideration the portion of the Performance Period during which Participant was employed, the individual performance of the Participant during such portion of the Performance Period, and the availability of corporate, business unit and individual performance measurements as of the date of termination and any other factors as Northern Trust may from time to time take into account. A Participant who terminates employment by resigning (other than due to Retirement) before the Settlement Date or whose employment is terminated by Northern Trust for Cause shall not be entitled to any award or prorated award under this Plan.

3.5 Payment of Awards . After the end of the Performance Period, Northern Trust shall make recommendations with respect to the final funding amount for such Performance Period, and whether each Participant’s award shall be settled in cash, a grant of equity-based compensation under the Corporation’s equity plan 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 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)), shall be subject to the review and approval of the Committee, and no grant of any equity awards shall occur until the date of Committee approval. Notwithstanding anything herein to the contrary, until the Settlement Date of the award, Northern Trust may in its absolute and sole 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 Section 409A of the Code, and shall be paid by March 15th following the year in which the Participant’s substantial risk of forfeiture lapses and that all other awards hereunder shall constitute short-term deferrals for purposes of Section 409A of the Code or comply with Section 409A of the Code and the regulations thereunder, and all provisions of this Plan shall be interpreted in all events in a manner consistent with such intent.


IV.	Administration

4.1 General . The Plan shall be administered by the Corporation’s Human Resources Officer and the Compensation Division of the Corporation’s Human Resources Department, subject to the powers and responsibilities delegated pursuant to Section 4.3 and 4.4 of this Plan; provided , however , that the Plan shall be administered by the Committee with respect to the Human Resources Officer and any “executive officer” of Northern Trust, within the meaning of Section 16 of the Exchange Act. Subject to the provisions of the Plan, the 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 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 Authorized Senior Manager shall be responsible for final approval of all awards to be paid under the Plan, subject to any necessary Committee or Board approval required by applicable law or as specified herein.

4.2 Administrator Powers and Responsibilities . The Human Resources Officer and the Compensation Division of the Corporation’s Human Resources Department shall have the following discretionary powers and responsibilities in addition to those described in Section 4.1 :

a. Guide incentive award calculations and determinations;

b. Review and monitor financial accruals in conjunction with the Corporation’s Controller’s Department; provided , that all awards may be subject to review and approval by the Corporation’s Accounting Department and final review and approval by the Authorized Senior Manager, prior to any award distribution;

c. Prepare any communications for Participants;

d. Participate in a yearly review of all compensation plans and arrangements to evaluate whether the designs might encourage imprudent risk taking;

e. 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

f. Direct the processing of approved incentive awards.

4.3 Business Unit Management Powers and Responsibilities . Business Unit Management shall have the following discretionary powers and responsibilities:


a.	Prepare and communicate individual performance expectations;

b. Determine and recommend awards for approval by the president or functional head of the applicable business unit; and


c.	Communicate award decisions to Participants.

4.4 Risk Management Powers and Responsibilities . The Corporation’s Risk Management Department shall have the following discretionary powers and responsibilities:

a. Participate in a yearly review of all compensation plans to evaluate whether the designs might encourage imprudent risk-taking;

b. 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

c. Participate in the design of any addendum to this Plan and any other new or revised sub-plans and addenda to assess the Plan’s effectiveness in risk modification.


V.	GENERAL

5.1 Effective Date and Term of Plan . The Plan shall be effective upon its adoption by the Committee and shall continue until such time as it is terminated by the Committee or the Board. The Corporation 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 may amend or modify the Plan at any time;

provided , however , that the Human Resources Officer (or his or her delegate) shall have the authority to make non-material amendments or modifications to the Plan, including amendments or modifications to implement the intent of the Plan, or amendments or modifications deemed required, authorized or desirable under applicable statutes, regulations or rulings without the approval of the Committee.

5.2 No Right of Participation or Employment or Contractual Rights . No person shall have any right to participate in the Plan or to be granted an award opportunity under the Plan and 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 or bonus compensation with respect to any subsequent period. Neither the Plan nor any award granted hereunder shall confer upon any person any right to be employed, reemployed or continue employment by Northern Trust or affect in any manner the right of Northern Trust to terminate the employment of any person with or without notice at any time for any reason without liability hereunder. Nothing herein shall confer any right or benefit or any entitlement to any benefit on any Participant unless and until a benefit is actually paid pursuant to the Plan. The adoption and maintenance of the Plan shall not be deemed to constitute a contract of employment between Northern Trust and any Participant, or to be a consideration for or an inducement or condition of any employment. Neither the Plan nor any action taken hereunder shall be construed as creating a contract or any contractually enforceable rights to any employee, retiree, former employee, or other person. The Plan is entirely discretionary in nature, with any incentive payments made only at Northern Trust’s sole and absolute discretion. Neither the provisions of the Plan nor any action taken by Northern Trust, Business Unit Management, the Human Resources Officer, the Authorized Senior Manager, the Board or the Committee pursuant to the provisions of the Plan shall be deemed to create any trust, express or implied, or any fiduciary relationship between or among Northern Trust, Business Unit Management, the Human Resources Officer, the Authorized Senior Manager, the Board, the Committee, or any employee, former employee or beneficiary thereof.

5.3 Non-Assignability . Except in the event of death of a Participant, the rights and interests of the Participant under the Plan shall not be sold, transferred, assigned, pledged, encumbered, or disposed. Upon any attempt to sell, transfer, assign, pledge, encumber or otherwise dispose of any such award, such award and all rights thereunder shall immediately become null and void. In the event of a U.S.-based Participant’s death, the cash portion of the award, if any, shall be made payable to the Participant’s beneficiary, if any, as designated on the benefits online resource, My Place. If a U.S.-based Participant has not designated a beneficiary or if no designated beneficiary is living on the date of such Participant’s death, the cash portion of the award, if any, shall be paid to those persons who would be entitled to receive distribution of the Participant’s accounts under The Northern Trust Company Thrift-Incentive Plan as if the U.S.-based Participant had not designated a beneficiary under such plan. The equity portion of any award under the Plan shall be governed by the beneficiary designation provisions and administrative rules of the stock plan under which the equity award was granted. In the event of the death of a non-U.S.-based Participant, the Plan shall be administered in accordance with applicable local rules.

5.4 Withholdings . Northern Trust shall have the right to require, prior to the payment of any amount pursuant to an award made hereunder, payment by the Participant of any U.S. federal, state, local or other taxes which may be required to be withheld, paid or deducted in connection with such award.

5.5 Governing Law . The Plan and each award hereunder, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States or the local law of the Participant’s jurisdiction in which the employee primarily provides services, shall be governed by the laws of the State of Illinois and construed in accordance therewith without giving effect to principles of conflicts of laws.

5.6 Compliance with Applicable Securities Requirements . It is intended that all awards payable under the Plan shall be in compliance with Regulation R of the Board of Governors of the Federal Reserve System, and similar regulations promulgated by the United States Securities and Exchange Commission. It is further intended that no awards payable under the Plan will reward or incent prohibited proprietary trading.

5.7 Other Plans . Payments pursuant to the Plan shall not be treated as compensation for purposes of any other compensation or benefit plan, program or arrangement of Northern Trust, unless either (i) such other plan provides that compensation such as payments made pursuant to the Plan are to be considered as compensation thereunder or (b) the Board or the Committee so determines in writing. The adoption of the Plan shall not be construed as limiting the power of the Board or the Committee to adopt such other incentive arrangements as it may otherwise deem appropriate.

5.8 Binding Effect . The Plan shall be binding upon the Corporation and its successors and assigns and the Participants and their beneficiaries, personal representatives and heirs. If the Corporation becomes a party to any merger, consolidation or reorganization, then the Plan shall remain in full force and effect as an obligation of the Corporation or its successors in interest, unless the Plan is amended or terminated pursuant to Section 5.1 .

5.9 Unfunded Arrangement . The Plan shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of the Corporation for payment of any benefit hereunder. No Participant shall have any interest in any particular assets of the Corporation or any of its affiliates by reason of the right to receive a benefit under the Plan and any such Participant shall have only the rights of an unsecured creditor of the Corporation with respect to any rights under the Plan.

5.10 Awards Subject to Clawback . The awards granted under this Plan and any cash payment, equity award or shares of Common Stock delivered pursuant to such an award are subject to forfeiture, recovery by the Corporation or other action pursuant to the applicable award agreement, addendum to this Plan or any clawback or recoupment policy which the Corporation may adopt from time to time, including without limitation the Northern Trust Corporation Policy on Recoupment and the Northern Trust UK Policy on Malus and Clawback and any other policy which the Corporation may be required to adopt under the Dodd-Frank Wall

Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

5.11 Foreign Employees . Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals and/or reside outside of the United States on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purpose of this Plan and, in furtherance of such purpose the Committee may make such modifications, amendments, addendum, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which Northern Trust operates or has employees.

LOCAL ADDENDUM

Canada

In order to be eligible to receive any payment under the Plan, the Participant must be actively employed by Northern Trust on the date that the payment is payable. If Participant is not actively employed on the date any such payment is payable, whether as a consequence of Participant’s resignation or the termination of employment by Northern Trust for any reason, the date of Participant’s last day of active employment shall, for all purposes relating to Participant’s entitlement to any such payment, be the actual date of termination of employment and, unless and to the extent required by minimum employment standards legislation, such date shall not be extended by any period of statutory, contractual, or common law notice period and no part of any such payment shall be included in any entitlement which Participant may have to any compensation in lieu of such notice.

India

Any awards made under the Plan are not and shall not be deemed or construed to be wages, allowances, compensation or benefits payable to the employee either under their contract of employment or under any applicable law.

United Kingdom

Northern Trust UK entities are subject to the Prudential Regulation Authority and the Financial Conduct Authority's rules on remuneration (the Remuneration Codes), which apply to roles identified as material risk taker or Code Staff, which may impact the terms of any incentive payments a Participant is eligible to receive and the Authorized Senior Manager reserves the right to make appropriate changes to the terms upon which any incentive payments are made to the Participant to reflect these requirements and its remuneration policies.

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 in the Plan, and notwithstanding any rules of the Plan to the contrary, in the event that a Participant’s employment terminates by reason of resignation, the Authorized Senior Manager 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.

Exhibit 10.3

NORTHERN TRUST CORPORATION

TERMS AND CONDITIONS

RELATING TO PERFORMANCE STOCK UNITS GRANTED

PURSUANT TO THE 2017 LONG-TERM INCENTIVE 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 these Terms and Conditions Relating to Performance Stock Units Granted Pursuant to the 2017 Long-Term Incentive Plan (the “Terms and Conditions”), the PSU Award Notice (the “Award Notice”) and all of the terms and conditions of the Northern Trust Corporation 2017 Long-Term Incentive Plan (the “2017 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 2017 Plan, the provisions of the 2017 Plan will govern. Capitalized terms used but not defined herein have the meaning provided therefor in the 2017 Plan. For the sake of clarity, the PSUs are intended to be a Performance Award as governed by Article IV of the 2017 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 and uninterrupted employment with your Employer through the Vesting Date.

3. Average Annual Rate of Return on Equity .

(a) If you remain in the continuous and uninterrupted employment with 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 9.375%	9.375%	11.25%	15.0%	≥ 18.75%
PSU Multiplier	0%	25%	50%	100%	150%

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

(b) The Corporation will issue you one (1) share of Common Stock in settlement of each vested PSU.

(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


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

Page 2

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. Dividend Equivalents . Upon 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 administratively practicable following the Vesting Date (but in no event later than 60 days following the Vesting Date).

5. Termination of Employment . Upon the termination of your employment with your Employer, 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) Disability and Death . 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 and you, your legal representative or your estate will receive the underlying shares of Common Stock pursuant to the vested PSUs.

(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 become vested in the Actual PSUs as of the Vesting Date and you will receive the underlying shares of Common Stock pursuant to the vested PSUs. 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. Notwithstanding the foregoing, you will continue to vest in your PSUs pursuant to this Section 3(c) regardless of whether you cease to be Retired from the Industry if (i) your termination qualifies as a Mutual Agreement Termination, (ii) you cease to be an employee by reason of Disability, or (iii) a forfeiture upon your ceasing to be Retired from the Industry would violate applicable law.

(d) Mutual Agreement Termination . If you cease to be an Employee and your termination qualifies as a Mutual Agreement Termination, you will become vested in the Actual PSUs as of the Vesting Date and you will receive the underlying shares of Common Stock pursuant

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to the vested PSUs.

(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) Form and Timing of Settlement . Notwithstanding the foregoing, the Corporation may, in its sole discretion, settle your PSUs 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/or 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). Also, the PSUs shall be settled 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)

6. 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 and which does not materially impair your rights under the PSUs, 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 time-based, unvested restricted stock units over shares of the acquirer’s common stock (with an equivalent intrinsic value) 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 PSUs, 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 (but in no event later than 60 days following the Post-Change Vesting Date). Upon a Qualifying

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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 (but in no event later than 60 days following the Qualifying Termination).

(ii) Acquirer Unvested Stock Units : A pro-rata number of the PSUs shall be converted into time-based, unvested restricted stock units over shares of the acquirer’s common stock (with an equivalent intrinsic value; 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 (but in no event later than 60 days 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 (but in no event later than 60 days following the 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 laws of your country of residence and/or country of 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 (but in no event later than 60 days following the Change

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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 (but in no event later than 60 days following the Change in Control) in such manner and in accordance with such procedures as the Committee may determine in its sole discretion.

7. Legal and Tax Compliance; Cooperation . If you are resident and/or are 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 2017 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) if required by and in accordance with local foreign exchange rules and regulations in your country of residence (and/or 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/or 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/or country of employment, if different).

8. 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.

9. Withholding of Tax-Related Items .

(a) 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 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.

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(b) Prior to the delivery of shares of Common Stock upon the vesting of your PSUs, if your country of residence (and/or 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.

(c) 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.

10. Code Section 409A .

(a) The PSUs are intended to comply with or be exempt from the requirements of Code Section 409A. The 2017 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 (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 a share of 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,”

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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.

11. 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.

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

13. 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 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.

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14. 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.

15. Discretionary Nature; No Vested Rights . You acknowledge and agree that the 2017 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 2017 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 2017 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 2017 Plan shall not constitute a change or impairment of the terms and conditions of your employment with your Employer.

16. Extraordinary Benefit . Your participation in the 2017 Plan is voluntary. The value of the PSUs and any other awards granted under the 2017 Plan is an extraordinary item of compensation outside the scope of your employment (and your employment contract, if any). Any grant under the 2017 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.

17. 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.

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 PSUs and your participation in the 2017 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 2017 Plan and your participation in the 2017 Plan, and your denial and/or objection to the collection, processing and transfer of personal data may affect your ability to participate in the 2017 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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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 (and/or country of employment, if different). 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 implementation, administration and operation of the 2017 Plan and for your participation in the 2017 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 2017 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 2017 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 2017 Plan, including any requisite transfer of such Data as may be required for the administration of the 2017 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 2017 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 implementation, administration and/or operation of the 2017 Plan and your participation in the 2017 Plan. You may seek to exercise these rights by contacting your local HR manager.

Finally, upon request of the Corporation or your Employer, you agree to provide an executed data privacy consent to the Corporation and/or your Employer (or any other agreements or consents that may be requested by the Corporation and/or your Employer) that the Corporation and/or your Employer may deem necessary or appropriate for the purpose of administering your participation in the 2017 Plan in accordance with the data privacy laws in your country of residence (and/or country of employment, if different), either now or in the future. You understand and agree that you will be unable to participate in the 2017 Plan if you fail to provide such consent or agreement requested by the Corporation or your Employer.

19. Private Placement . If you are a resident and/or employed outside of the United States, you acknowledge that the grant of the PSUs is not intended to be a public offering of securities in your country of residence (and/or country of employment, if different). You further acknowledge that the Corporation has not submitted any registration statement, prospectus or other filing with any securities authority other than the U.S. Securities and Exchange Commission with respect to the grant of the 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

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2017 Plan or provide you with any legal, tax or financial advice 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 2017 Plan and the disposition of them. Further, you should carefully review all of the materials related to the PSUs and the 2017 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 PSUs and the 2017 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 2017 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 PSUs or other awards granted to you under the 2017 Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the 2017 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 2017 Plan or these Terms and Conditions shall not affect the validity or enforceability of any other provision of the 2017 Plan or these Terms and Conditions.

23. English Language . If you are resident and/or employed outside of the United States, you acknowledge and agree that it is your express intent that these Terms and Conditions, the 2017 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 2017 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.

24. 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/or 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 PSUs and the 2017 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. Insider Trading . By participating in the 2017 Plan, you expressly agree to comply with the Corporation’s Securities Transactions Policy and Procedures and any other of its policies regarding insider trading or personal account dealing applicable to you. Further, you expressly acknowledge and agree that, depending on the country of residence of you or your broker, or where the shares of Common Stock are listed, you may be subject to insider trading restrictions and/or market abuse laws which may affect your ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (e.g., PSUs) or rights linked to the value of the shares of Common Stock, during such times you are considered to have material non-public information, “inside information” or similar types of information regarding the Corporation as defined by laws or regulations in the applicable country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you place before you possessed such information. Furthermore, you may be prohibited from (a) disclosing such information to any third party (other than on a “need to know” basis) and (b) “tipping” third parties or causing them otherwise to buy or sell securities (including other employees of the Corporation and its Subsidiaries). Any restriction under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Corporation policies. You expressly acknowledge and agree that it is your responsibility to comply with any applicable restrictions, and you should consult your personal advisor for additional information on any trading restrictions that may apply to you.

26. Additional Requirements; Amendments . 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 2017 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 PSUs and the 2017 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. In addition, the Corporation reserves the right to amend these Terms and Conditions without your consent, either prospectively or retroactively, to the extent that such amendment does not materially impair your rights under the PSUs.

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

(a) “ Abbreviated Performance Period ” means the period commencing on January 1, 2018 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

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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.

(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) “ Mutual Agreement Termination ” means (i) a termination pursuant to the Northern Trust Corporation Severance Plan, (ii) a termination pursuant to an established country redundancy or severance policy (outside of the United States), or (iii) any other termination without Cause by your Employer providing transition/separation pay, provided in each case that in conjunction with such termination, you have executed, and not revoked during the period provided for therein, a binding and effective settlement agreement, waiver and release.

(j) “ Performance Period ” means the three-year period commencing on January 1, 2018 and ending on December 31, 2020.

(k) " 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.

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(l) " 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.

(m) “ Qualifying Termination ” means a termination of employment with the Corporation, its Subsidiaries and its successors within 24-months following the date of the Change in Control, that is involuntary on your part and does not otherwise (i) qualify as a Retirement or Mutual Agreement Termination, (ii) result from your death or Disability, or (iii) constitute a termination of employment for Cause.

(n) “ 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) on an annual basis 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.

(o) “ Retirement ” means a termination of employment without Cause (other than on account of death or Disability) 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.

(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 the effective date of termination of your employment with your Employer, as determined by your Employer (in its discretion).

(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.

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(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).

28. 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 PSUs 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 PSUs. Upon the grant of the PSUs, you shall be deemed irrevocably to have waived any such entitlement.

29. 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 2017 Plan, and specifically accept and agree to the provisions therein. You also affirmatively and expressly acknowledge that the Corporation, in its sole discretion, may amend these Terms and Conditions without your consent, either prospectively or retroactively, to the extent that such amendment does not materially impair your rights under the PSUs, and you agree to be bound by such amendment regardless of whether notice is given to you of such change.

* * * * *

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Exhibit 10.4

NORTHERN TRUST CORPORATION

TERMS AND CONDITIONS

RELATING TO STOCK UNITS GRANTED

PURSUANT TO THE 2017 LONG-TERM INCENTIVE PLAN

1. Grant of Stock Units . The Restricted 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 2017 Long-Term Incentive 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 2017 Long-Term Incentive Plan (the “2017 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 2017 Plan, the provisions of the 2017 Plan will govern. Capitalized terms used but not defined herein have the meaning provided therefor in the 2017 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 pursuant to the following vesting schedule (unless otherwise specified in Exhibit I ):



Vesting Date	Percentage of Stock Units Vesting
First anniversary of the Measurement Date	25%
Second anniversary of the Measurement Date	25%
Third anniversary of the Measurement Date	25%
Fourth anniversary of the Measurement Date	25%

(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) Disability and Death . 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.

(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

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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 following the originally contemplated Vesting Date(s). 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. Notwithstanding the foregoing, you will continue to vest in your unvested Stock Units pursuant to this Section 2(d) regardless of whether you cease to be Retired from the Industry if (i) your termination qualifies as a Mutual Agreement Termination, or (ii) a forfeiture upon your ceasing to be Retired from the Industry would violate applicable law.

(e) Mutual Agreement Termination . If you cease to be an Employee prior to the date that your Stock Units become fully vested and your termination qualifies as a Mutual Agreement Termination, 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 following the originally contemplated Vesting Date(s).

(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 and Timing 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/or 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). Also, the Stock Units shall be settled as soon as administratively practicable following the applicable Vesting Date (but in no event later than 60 days following the applicable Vesting Date).

(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 contemplated Vesting Date(s) (but in no event later than 60 days following the applicable Vesting Date).

3. Treatment Upon Change in Control .

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Stock Units shall be treated in accordance with the following provisions in the event of a Change in Control.

(b) Conversion of Stock Units . In the event of a Change in Control, the outstanding Stock Units (“Northern Trust Stock Units”) shall be converted into a Replacement Award. Upon a Qualifying Termination, the Replacement Award shall become fully vested and the acquirer shall issue you shares of acquirer’s common stock in settlement of such Replacement Award as soon as administratively practicable following such Qualifying Termination (but in no event later than 60 days following the Qualifying Termination). For purposes of the foregoing and to the extent possible, the conversion of Northern Trust Stock Units into a Replacement 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 country of 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 a Replacement Award, the Corporation shall fully vest each Northern Trust Stock Unit immediately prior to the Change in Control, and then shall cancel each 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 (but in no event later than 60 days 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 and/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 2017 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/or 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/or 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/or 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

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extent necessary to make it valid and enforceable to the full extent permitted under local law.

6. Withholding of Tax-Related Items .

(a) 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.

(b) Prior to the delivery of shares of Common Stock upon the vesting of your Stock Units, if your country of residence (and/or 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.

(c) 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.

7. Code Section 409A .

(a) The Stock Units are intended to comply with or be exempt from the requirements of Code Section 409A. The 2017 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

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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 Units 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 a share of Common Stock at the time the Stock Units otherwise would have been settled or paid without application of the delay described in the foregoing sentence. If the Stock Units 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 .

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”).

(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.

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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 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 2017 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 2017 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 2017 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 2017 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 2017 Plan is voluntary. The value of the Stock Units and any other awards granted under the 2017 Plan is an extraordinary item of compensation outside the scope of your employment (and your employment contract, if any). Any grant under the 2017 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

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in relation to the grant of the Stock Units and your participation in the 2017 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 2017 Plan and your participation in the 2017 Plan, and your denial and/or objection to the collection, processing and transfer of personal data may affect your ability to participate in the 2017 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 2017 Plan (the “Data”). The Data may be 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 2017 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 (and/or country of employment, if different). 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 implementation, administration and operation of the 2017 Plan and for your participation in the 2017 Plan.

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16. Private Placement . If you are a resident and/or employed outside of the United States, you acknowledge that the grant of the Stock Units is not intended to be a public offering of securities in your country of residence (and/or country of employment, if different). You further acknowledge that the Corporation has not submitted any registration statement, prospectus or other filing with any securities authority other than the U.S. Securities and Exchange Commission with respect to the grant of the 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 2017 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 2017 Plan and the disposition of them. Further, you should carefully review all of the materials related to the Stock Units and the 2017 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 2017 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 2017 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 2017 Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the 2017 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 2017 Plan or these Terms and Conditions shall not affect the validity or enforceability of any other provision of the 2017 Plan or these Terms and Conditions.

20. English Language . If you are resident and/or employed outside of the United States, you acknowledge and agree that it is your express intent that these Terms and Conditions, the 2017 Plan and 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

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2017 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/or 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 2017 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. Insider Trading . By participating in the 2017 Plan, you expressly agree to comply with the Corporation’s Securities Transactions Policy and Procedures and any other of its policies regarding insider trading or personal account dealing applicable to you. Further, you expressly acknowledge and agree that, depending on the country of residence of you or your broker, or where the shares of Common Stock are listed, you may be subject to insider trading restrictions and/or market abuse laws which may affect your ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (e.g., Stock Units) or rights linked to the value of the shares of Common Stock, during such times you are considered to have material non-public information, “inside information” or similar types of information regarding the Corporation as defined by laws or regulations in the applicable country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you place before you possessed such information. Furthermore, you may be prohibited from (a) disclosing such information to any third party (other than on a “need to know” basis) and (b) “tipping” third parties or causing them otherwise to buy or sell securities (including other employees of the Corporation and its Subsidiaries). Any restriction under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Corporation policies. You expressly acknowledge and agree that it is your responsibility to comply with any applicable restrictions, and you should consult your personal advisor for additional information on any trading restrictions that may apply to you.

23. Additional Requirements; Amendments . 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 2017 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 2017 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. In addition, the Corporation reserves the right to amend these Terms and Conditions, without your consent,

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either prospectively or retroactively, to the extent that such amendment does not materially impair your rights under the Stock Units.

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

(g) “ Measurement Date ” means the first day of the month following the month in which the Grant Date falls.

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(h) “ Mutual Agreement Termination ” means (i) a termination pursuant to the Northern Trust Corporation Severance Plan, (ii) a termination pursuant to an established country redundancy or severance policy (outside of the United States), or (iii) any other termination without Cause by your Employer providing transition/separation pay, provided in each case that in conjunction with such termination, you have executed, and not revoked during the period provided for therein, a binding and effective settlement agreement, waiver and release.

(i) “ Qualifying Termination ” means a termination of employment with the Corporation, its Subsidiaries and its successors within 24-months following the date of the Change in Control, that is involuntary on your part and does not otherwise (i) qualify as a Retirement or Mutual Agreement Termination, (ii) result from your death or Disability, or (iii) constitute a termination of employment 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) on an annual basis 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 (other than on account of death or Disability) 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) “ 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.

(m) “ Termination Date ” means the effective date of termination of your employment with your Employer, as determined by your Employer (in its discretion).

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

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25. 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 Stock Units 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 Stock Units. Upon the grant of the Stock Units, you shall be deemed irrevocably to have waived any such entitlement.

26. 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 2017 Plan, and specifically accept and agree to the provisions therein. You also affirmatively and expressly acknowledge that the Corporation, in its sole discretion, may amend these Terms and Conditions without your consent, either prospectively or retroactively, to the extent that such amendment does not materially impair your rights under the Stock Units, and you agree to be bound by such amendment regardless of whether notice is given to you of such change.

* * * * *

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Exhibit I

Alternative Vesting Schedule



Vesting Date	Percentage of Stock Units Vesting

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Exhibit 31.1

Certification of CEO Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael G. O’Grady, certify that:


1.	I have reviewed this report on Form 10-Q for the quarterly period ended March 31, 2018 , 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/ Michael G. O’Grady
Date:	May 4, 2018	Michael G. O’Grady
		Chief Executive Officer
		(Principal Executive Officer)

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, 2018 , 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 4, 2018	S. Biff Bowman
		Chief Financial Officer
		(Principal Financial Officer)

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, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Michael G. O’Grady, 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/ Michael G. O’Grady

Michael G. O’Grady

Chief Executive Officer

(Principal Executive Officer)

Date: May 4, 2018

/s/ S. Biff Bowman

S. Biff Bowman

Chief Financial Officer

(Principal Financial Officer)

Date: May 4, 2018

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.