Northern Trust (NTRS) 10-K risk factor changes: FY2022 vs FY2021

| [removed: 12 2021 Annual Report \| Northern Trust Corporation] | | | | | | [added: 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 13] | | |

Fees for many of our products and services are based on the market value of assets under management, custody or administration; the volume of transactions processed; securities lending volume and spreads; [removed: and] fees for other services [removed: rendered,] [added: rendered; and in certain businesses, fees calculated as a percentage of our clients’ earnings,] all of which may be impacted negatively by market volatility, a downturn in economic conditions, underperformance and/or negative trends in investment preferences.

[removed: For example, poor] [added: Poor] absolute or relative investment performance in funds or client accounts that we manage or in investment products that we design or provide [removed: could] [added: may] result in declines in the market values of portfolios that we manage and/or administer and may affect our ability to retain existing assets and to attract new clients or additional assets from existing clients.

[removed: Further, broader] [added: Broader] changes in investment preferences that lead to less investment in mutual funds or other collective funds, such as the shift in investor preference to lower fee products, could [added: also] impact our earnings negatively.

[removed: Low-interest-rate] [added: Conversely, low-interest-rate] environments [added: generally result in a compressed net interest margin and] also have a negative impact on our fees earned on certain of our products.

For example, [added: in the past] we [removed: have] waived certain fees associated with money market [removed: mutual] funds due to the low level of short-term interest [removed: rates and expect to continue to do so until interest rates rise sufficiently.][added: rates.]

[removed: Conversely,] [added: While a rising interest rate environment generally has a positive effect on our net interest margin,] in some circumstances, a rise in interest rates also may affect us negatively.

[removed: For example, we] [added: Additionally, recent higher interest rates have caused, and] may [removed: be impacted negatively if such an increase were to] [added: in the future] cause: market volatility and downturns in equity markets, resulting in a decrease in the valuations of the assets we manage or service for others, which generally impact our earnings negatively; our clients to transfer funds into investments with higher rates of return, resulting in decreased deposit levels and higher fund or account redemptions; our borrowers to experience difficulties in making higher interest payments, resulting in increased credit costs, provisions for loan and lease losses and charge-offs; reduced bond and fixed income fund liquidity, resulting in lower performance, yields and fees; [removed: a decline in the value of securities held in our portfolio of investment securities, resulting in decreased levels of capital and liquidity;] or higher funding costs.

[removed: Further, although] [added: Although] we have policies and procedures in place to assess and mitigate potential impacts of interest rate risks, if our assumptions about any number of variables are incorrect, these policies and procedures to mitigate risk may be ineffective, which could impact earnings negatively.

[removed: The] [added: Recent] actions of the Federal Reserve Board [removed: or] [added: and] other regulatory authorities [removed: also may reduce] [added: have reduced] the value of financial instruments we [removed: hold.][added: hold and may continue to do so in the future.]

Further, their policies can affect our borrowers by [added: increasing interest rates or making sources of funding less available, which may]

| [added: 14 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [removed: 2021 Annual Report \| Northern Trust Corporation 13] | | |

[removed: increasing interest rates or making sources of funding less available, which may] increase the risk that borrowers fail to repay their loans from us.

[removed: Uncertainty about] [added: - Macroeconomic conditions and uncertainty in] the [added: global economy, including the] financial stability of various regions or countries across the globe, including the risk of defaults on sovereign debt and related stresses on financial markets, could have a significant adverse effect on our [removed: earnings.][added: earnings.]

Foreign market and economic disruptions have affected, and may in the future affect, consumer confidence levels and spending, [added: international trade policy,] personal bankruptcy rates, levels of incurrence of and default on consumer debt, and home prices.

Additionally, financial markets may be adversely affected by the current or anticipated impact of military [removed: conflict, including current events] [added: conflict (including the continuing military conflict] involving Ukraine and [removed: Russia, terrorism] [added: the Russian Federation), terrorism, political] or [added: civil unrest, sovereign debt downgrades or debt crises (including any uncertainty over the U.S. government debt ceiling), public health epidemics or pandemics, the exit or potential exit of one or more countries from the EU, or] other geopolitical events.

[removed: Economic] [added: The cumulative effect of uncertain business conditions or economic] challenges faced in various foreign markets, including [removed: negative] [added: fiscal or monetary concerns, rising inflation and] interest [removed: rates] [added: rates, economic downturns and the possibility of a recession] in some jurisdictions, [added: other economic factors (including changes in foreign currency exchange rates and changes to tax laws] or [added: the application or enforcement practices of such laws), or volatility or] lack of confidence in the financial markets may adversely affect certain portions of our business, financial condition, and results of operations.

The value of securities available for sale and held to maturity within our investment portfolio, which is generally determined based upon market values available from third-party sources, [added: have fluctuated, and] may [removed: fluctuate] [added: continue in the future to fluctuate,] as a result of market volatility and economic or financial market conditions.

Declines in the value of securities held in our investment portfolio negatively impact our levels of [removed: capital and liquidity.][added: capital, liquidity, and, to the extent we realize losses, earnings.]

Accordingly, [added: market risks have, from time to time, negatively affected the value of securities held in our investment portfolio and in the future] we could suffer [added: additional] adverse effects as a result of our failure to anticipate and manage these risks properly.

In [removed: a few] [added: certain] of our businesses, such as securities lending, our fee is calculated as a percentage of our clients’ earnings, such that market and other factors that reduce our clients’ earnings from investments or trading activities also reduce our revenues.

| [removed: 14 2021 Annual Report \| Northern Trust Corporation] | | | | | | [added: 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 15] | | |

Factors that can impact operations and expose us to risks varying in size, scale and scope, some or all of which may be exacerbated by the [removed: shift to work-from-home] [added: increase in hybrid and remote working] arrangements [removed: implemented] in recent years, include:

- breakdowns in [removed: processes,] [added: processes;] over-reliance on manual processes, which are [added: less scalable, and] inherently more prone to [removed: error] [added: error,] than automated [removed: processes,] [added: processes;] breakdowns in internal controls or failures of the systems and facilities that support our operations;

We also may fail to identify or fully understand the implications and risks associated with changes in the financial markets or our businesses—particularly as our geographic footprint, product pipeline and client [removed: types] [added: needs and expectations] evolve—and consequently fail to enhance our controls and business continuity plans to address those changes in an adequate or timely fashion.

If our controls and business continuity plans do not address the factors noted above and operate to mitigate the associated risks successfully, such factors may have a negative impact on our business (including operational [removed: resiliency),] [added: resilience),] financial condition or results of operations.

In addition, an important aspect of managing our operational risk is creating a risk culture in which all employees fully understand [removed: that there is] [added: the inherent] risk in [removed: every aspect of] our business and the importance of managing risk as it relates to their job functions.

Any failure, interruption or breach in the security of our systems could severely disrupt our [added: operations and could subject us to liability claims, harm our reputation, interrupt our operations, or otherwise adversely affect our business, financial condition or results of] operations.

Our security measures may be breached due to the actions of outside parties, employee error, failure of our controls with respect to access to our systems, malfeasance or otherwise, and, as a result, an unauthorized party may obtain access to our or our clients’ proprietary and confidential information, resulting in the theft, loss, destruction, gathering, monitoring, [added: dissemination,] or other misappropriation of this information.

Information security and data privacy risks for large financial institutions like us are significant in part because of the evolving proliferation of new technologies, the use of [removed: the internet,] [added: internet-based solutions,] mobile devices, and cloud technologies to conduct financial transactions and the increased sophistication and [removed: activities] [added: rapidly evolving techniques] of hackers, terrorists, organized crime and other external parties, including foreign state actors.

If we fail to continue to upgrade our technology infrastructure to ensure effective information security and data privacy relative to the type, size and complexity of our operations, we could become more vulnerable to cyber-attack and, consequently, subject to significant regulatory [removed: penalties.][added: penalties and reputational damage.]

| [added: 16 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [removed: 2021 Annual Report \| Northern Trust Corporation 15] | | |

In addition, our clients often use [removed: their own] [added: personal] devices, such as computers, smart phones and tablets, [added: which are particularly vulnerable to loss and theft,] as well as third parties with whom they share information used for authentication, to [added: access our systems and] manage their accounts, which may heighten the risk of system failures, interruptions or security breaches.

We and our clients have been, and expect to continue to be, subject to a wide variety of cyber-attacks and threats, including computer viruses, ransomware and other malicious code, distributed denial of service attacks, and phishing [added: and vishing] attacks, and it is possible that we could suffer material losses resulting from a breach.

Although we maintain insurance [removed: covering] [added: coverage in the event of] information theft, damage, or destruction from cyber breach incidents, there can be no assurance [removed: that liabilities or losses we may incur will be covered under such policies or that the amount of insurance will be adequate.]

| [removed: 16 2021 Annual Report \| Northern Trust Corporation] | | | | | | [added: 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 17] | | |

[added: Due to our dependence on technology and the important role it] plays in our business operations, [added: combined with the increasing sophistication and frequency of potential cyber incidents,] we must constantly improve and update our information technology infrastructure.

Upgrading, replacing, and modernizing these systems can require significant resources and often involves implementation, integration and security risks that could cause financial, [removed: reputational] [added: reputational,] and operational harm.

[removed: However, these] [added: As with any] systems and [removed: models] [added: models, there] are [removed: inherently limited] [added: inherent limitations] because they involve techniques and judgments that cannot anticipate every economic and financial outcome in the markets in which we operate, nor can they anticipate the specifics and timing of such outcomes.

Further, these systems and models may fail to quantify accurately the magnitude of the risks we [removed: face.][added: face or they may not be effective against all types of risk, including risks that are unidentified or unanticipated.]

Summary

Our business, financial condition or results of operations may be materially and adversely affected by various risk types and considerations, including market risks, operational risks, credit risks, liquidity risks, regulatory and legal risks, strategic risks, and other risks, including as a result of the following:

- We are dependent on fee-based business for a majority of our revenues, which may be affected adversely by market volatility, a downturn in economic conditions, underperformance and/or negative trends in investment preferences.

- Changes in interest rates can affect our earnings negatively.

- Changes in the monetary, trade and other policies of various regulatory authorities, central banks, governments and international agencies may reduce our earnings and affect our growth prospects negatively.

- Declines in the value of securities held in our investment portfolio can affect us negatively.

- Volatility levels and fluctuations in foreign currency exchange rates may affect our earnings.

- Changes in a number of particular market conditions can affect our earnings negatively.

- Many types of operational risks can affect our earnings negatively.

- Failures of, or disruptions to, our technological systems or breaches of our security measures, including, but not limited to, those resulting from cyber-attacks, may result in losses.

- Errors, breakdowns in controls or other mistakes in the provision of services to clients or in carrying out transactions for our own account can subject us to liability, result in losses or have a negative effect on our earnings in other ways.

- Our dependence on technology, and the need to update frequently our technology infrastructure, exposes us to risks that also can result in losses.

- A failure or circumvention of our controls and procedures could have a material adverse effect on our business, financial condition and results of operations.

- Failure of any of our third-party vendors (or their vendors) to perform can result in losses.

- We are subject to certain risks inherent in operating globally which may affect our business adversely.

- Failure to control our costs and expenses adequately could affect our earnings negatively.

- Failure to evaluate accurately the prospects for repayment when we extend credit or maintain an adequate allowance for credit losses can result in losses or the need to make additional provisions for credit losses, both of which reduce our earnings.

- Market volatility and/or weak economic conditions can result in losses or the need for additional provisions for credit losses, both of which reduce our earnings.

- The failure or perceived weakness of any of our significant counterparties could expose us to loss.

- The transition away from LIBOR or changes in the method pursuant to which other interest rate benchmarks are determined could adversely impact our business and results of operations.

- If we do not manage our liquidity effectively, our business could suffer.

- If the Bank is unable to supply the Corporation with funds over time, the Corporation could be unable to meet its various obligations.

- We may need to raise additional capital in the future, which may not be available to us or may only be available on unfavorable terms.

- Any downgrades in our credit ratings, or an actual or perceived reduction in our financial strength, could affect our borrowing costs, capital costs and liquidity adversely.

- Failure to comply with regulations and/or supervisory expectations can result in penalties and regulatory constraints that restrict our ability to grow or even conduct our business, or that reduce earnings.

- Changes by the U.S. and other governments to laws, regulations and policies applicable to the financial services industry may heighten the challenges we face and make regulatory compliance more difficult and costly.

- We may be impacted adversely by claims or litigation, including claims or litigation relating to our fiduciary responsibilities.

- We may be impacted adversely by supervisory and/or regulatory enforcement matters.

- We may fail to set aside adequate reserves for, or otherwise underestimate our liability relating to, pending and threatened claims, with a negative effect on our earnings.

- The ultimate impact on us of the United Kingdom’s withdrawal from the European Union remains uncertain.

- If we fail to comply with legal standards, we could incur liability to our clients or lose clients, which could affect our earnings negatively.

- If we are not able to attract, retain and motivate personnel, our business could be negatively affected.

- Our operations, businesses and clients could be materially adversely affected by the effects of climate change or concerns related thereto.

- If we do not develop and execute strategic plans successfully, our growth may be impacted negatively.

- We are subject to intense competition in all aspects of our businesses, which could have a negative effect on our ability to maintain satisfactory prices and grow our earnings.

- Damage to our reputation could have a direct and negative effect on our ability to compete, grow and generate revenue.

- We need to invest in innovation constantly, and the inability or failure to do so may affect our businesses and earnings negatively.

- Failure to understand or appreciate fully the risks associated with development or delivery of new product and service offerings may affect our businesses and earnings negatively.

- Our success with large, complex clients requires an understanding of the market and legal, regulatory and accounting standards in various jurisdictions.

- We may take actions to maintain client satisfaction that result in losses or reduced earnings.

COVID-19 Pandemic-Related Risks

Our business and results of operations generally have been, and may continue to be, adversely affected by the ongoing COVID-19 pandemic.

The ongoing COVID-19 pandemic, and governmental and societal responses thereto, have had a severe impact on global economic and market conditions, including heightened volatility in financial markets; global supply chain disruptions; and the institution of social distancing and travel restrictions that resulted in temporary closures of many businesses, lost revenues, and lower levels of employment.

Although certain economic conditions have improved since their worst levels during the pandemic, the pandemic continues to evolve, as recently experienced with the rapid spread of variants and continuing outbreaks, and certain of the impacts of the pandemic may continue to affect aspects of our business and results of operations in the future.

These conditions have impacted—or may in the future impact—our business, results of operations, and financial condition negatively, including through lower net interest income resulting from lower interest rates; increased provisions for credit losses; lower revenue from certain of our fee-based businesses; impairments on the securities we hold; and decreased demand for certain of our products and services.

Additionally, our liquidity and regulatory capital could be adversely impacted by volatility and disruptions in the capital and credit markets; volatility in foreign exchange rates; deposit flows; and client draws on lines of credit.

Our business operations may also be disrupted if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic.

Further, work-from-home and other modified business practices may introduce additional operational risks, including resiliency, cybersecurity, and execution risks, which may result in inefficiencies or delays, and may affect our ability to, or the manner in which we, conduct our business activities.

Governments have taken, and may in the future continue to take, measures to provide economic assistance to individual households and businesses, stabilize the markets, and support economic growth; the ultimate impact of these measures is unknown and they may not be sufficient to mitigate fully the negative impact of the ongoing pandemic and/or may result in consequences—intended or unintended—that negatively impact our business.

The extent to which the COVID-19 pandemic continues to impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration, spread and severity of COVID-19 and the rise of variants, the actions to contain the virus or treat its impact, including vaccine and testing mandates, the acceptance and efficacy of a global vaccine distribution plan, and

the timing and extent that normal economic and operating conditions resume.

The ongoing pandemic may also have the effect of heightening many of the other risks described in this section entitled “Risk Factors” and any subsequent filings with the SEC.

In response to the COVID-19 pandemic, the Federal Reserve Board further reduced interest rates, which generally had already been low relative to historical levels.

While current market expectations are that interest rates will rise in the future, to the extent rates remain historically low, we may continue to experience a compressed net interest margin, which is the difference between what we earn on our assets and the interest rates we pay for deposits and other sources of funding.

Also, like many large

enterprises, in response to the COVID-19 pandemic, we have shifted the majority of our professionals to remote work arrangements, and expect that many will continue to work remotely to some extent even as we begin to institute return-to-office plans.

This change has enabled us successfully to continue business operations, but also introduces potential new vulnerabilities to cyber threats.

Due to our dependence on technology and the important role it

which those businesses operate.

Allowances that prove to be

Many financial markets currently rely on interbank offered rates (each, an IBOR) as mutually agreed upon reference rates serving as the basis for the pricing and valuation of assets, trading positions, loans and other financial transactions.

On March 5, 2021, ICE Benchmark Administration (IBA), the administrator of U.S. Dollar LIBOR (USD LIBOR) and other IBORs, announced that publication of 1-week and 2-month USD LIBOR would cease at the end of 2021.

Publication of the remaining USD LIBOR tenors will continue until June 30, 2023 to provide additional time to wind down and negotiate existing contracts that reference these rates.

SOFR is a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities.

reference rates; or our ability to use derivative instruments to manage risk effectively.

businesses are particularly subject to this risk.

Regulatory enforcement activity and supervisory expectations may heighten relative to the recent past as personnel from the current U.S presidential administration assume positions of leadership in the agencies that regulate or supervise us.

Competition for the best employees in most activities in which we

Climate change could also result in transition risk.

reduction in the price we can charge for our products and services, which could have, and in some cases has had, a negative effect on our ability to maintain or increase our profitability.

negatively.

The following is management’s discussion and analysis of the financial condition and results of operations (MD&A) of Northern Trust Corporation (Corporation) for the year ended December 31, [removed: 2021.][added: 2022.]

The Corporation focuses on managing and servicing client assets through its two client-focused reporting segments: [removed: Corporate & Institutional Services (C&IS)] [added: Asset Servicing] and Wealth Management.

Asset management and related services are provided to [removed: C&IS] [added: Asset Servicing] and Wealth Management clients primarily by the Asset Management business.

The Corporation has a global presence with offices in [removed: 23] [added: 25] U.S. states and Washington, D.C., and across 23 locations in Canada, Europe, the Middle East and the Asia-Pacific region.

[added: Please refer to Note 14, “Stockholders’ Equity,” provided in Item 8,] “Financial Statements and Supplementary Data.”

| [removed: 30 2021 Annual Report \| Northern Trust Corporation] | | | | | | [added: 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 35] | | |

| ($ In Millions) | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Noninterest Income | | | $ | [removed: 5,081.8] [added: 4,874.0] | | $ | [removed: 4,657.6] [added: 5,081.8] | | $ | [removed: 4,395.2] [added: 4,657.6] | |

| Net Interest Income | | | [removed: 1,382.7] [added: 1,887.2] | | | [removed: 1,443.2] [added: 1,382.7] | | | [removed: 1,677.9] [added: 1,443.2] | | |

| Total Revenue | | | $ | [removed: 6,464.5] [added: 6,761.2] | | $ | [removed: 6,100.8] [added: 6,464.5] | | $ | [removed: 6,073.1] [added: 6,100.8] | |

| Provision for Credit Losses | | | [removed: (81.5)] [added: 12.0] | | | [removed: 125.0] [added: (81.5)] | | | [removed: (14.5)] [added: 125.0] | | |

| Noninterest Expense | | | [removed: 4,535.9] [added: 4,982.9] | | | [removed: 4,348.2] [added: 4,535.9] | | | [removed: 4,143.5] [added: 4,348.2] | | |

| Income before Income Taxes | | | $ | [removed: 2,010.1] [added: 1,766.3] | | $ | [removed: 1,627.6] [added: 2,010.1] | | $ | [removed: 1,944.1] [added: 1,627.6] | |

| Provision for Income Taxes | | | [removed: 464.8] [added: 430.3] | | | [removed: 418.3] [added: 464.8] | | | [removed: 451.9] [added: 418.3] | | |

| Net Income | | | $ | [removed: 1,545.3] [added: 1,336.0] | | $ | [removed: 1,209.3] [added: 1,545.3] | | $ | [removed: 1,492.2] [added: 1,209.3] | |

| Preferred Stock Dividends | | | 41.8 | | | [removed: 56.2] [added: 41.8] | | | [removed: 46.4] [added: 56.2] | | |

| Net Income Applicable to Common Stock | | | $ | [removed: 1,503.5] [added: 1,294.2] | | $ | [removed: 1,153.1] [added: 1,503.5] | | $ | [removed: 1,445.8] [added: 1,153.1] | |

| Net Income – Basic | | | $ | [removed: 7.16] [added: 6.16] | | $ | [removed: 5.48] [added: 7.16] | | $ | [removed: 6.66] [added: 5.48] | |

| – Diluted | | | [removed: 7.14] [added: 6.14] | | | [removed: 5.46] [added: 7.14] | | | [removed: 6.63] [added: 5.46] | | |

| Cash Dividends Declared Per Common Share | | | [removed: 2.80] [added: 2.90] | | | 2.80 | | | [removed: 2.60] [added: 2.80] | | |

| Book Value – End of Period (EOP) | | | [removed: 53.58] [added: 49.78] | | | [removed: 51.87] [added: 53.58] | | | [removed: 46.82] [added: 51.87] | | |

| Market Price – EOP | | | [removed: 119.61] [added: 88.49] | | | [removed: 93.14] [added: 119.61] | | | [removed: 106.24] [added: 93.14] | | |

| Return on Average Common Equity | | | [removed: 13.9] [added: 12.7] | | % | [removed: 11.2] [added: 13.9] | | % | [removed: 14.9] [added: 11.2] | | % |

| Return on Average Assets | | | [removed: 0.99] [added: 0.88] | | | [removed: 0.88] [added: 0.99] | | | [removed: 1.27] [added: 0.88] | | |

| Dividend Payout Ratio | | | [removed: 39.2] [added: 47.2] | | | [removed: 51.3] [added: 39.2] | | | [removed: 39.2] [added: 51.3] | | |

| Average Stockholders’ Equity to Average Assets | | | [removed: 7.5] [added: 7.3] | | | [removed: 8.2] [added: 7.5] | | | [removed: 9.1] [added: 8.2] | | |

Earnings per diluted common share was [removed: $7.14] [added: $6.14] in [removed: 2021] [added: 2022] compared to [removed: $5.46] [added: $7.14] in [removed: 2020.][added: 2021.]

Return on average common equity [removed: increased] [added: decreased] to [removed: 13.9%] [added: 12.7%] in [removed: 2021] [added: 2022] from [removed: 11.2%] [added: 13.9%] in [removed: 2020.][added: 2021.]

Revenue increased [removed: $363.7] [added: $296.7] million to [removed: $6.46] [added: $6.76] billion in [removed: 2021] [added: 2022] from [removed: $6.10] [added: $6.46] billion in the prior year, primarily driven by increases in [added: Net Interest Income of 36% and] Trust, Investment and Other Servicing Fees of [removed: 9% and Other Operating Income of 26%,] [added: 2%,] partially offset by [added: increased investment securities losses and] a decrease in [removed: Net Interest] [added: Other Operating] Income of [removed: 4%.][added: 22%.]

Client [removed: assets under custody/administration (AUC/A) increased 12%] [added: AUC/A decreased 16%] from [removed: $14.53] [added: $16.25] trillion as of December 31, [removed: 2020] [added: 2021] to [removed: $16.25] [added: $13.60] trillion as of December 31, [removed: 2021,] [added: 2022,] primarily reflecting [removed: favorable] [added: unfavorable] markets and [removed: net inflows, partially offset by] unfavorable currency translation.

Client assets under custody, a component of AUC/A, [removed: increased 12%] [added: decreased 16%] from [removed: $11.26] [added: $12.61] trillion as of December 31, [removed: 2020] [added: 2021] to [removed: $12.61] [added: $10.60] trillion as of December 31, [removed: 2021.][added: 2022.]

Client assets under custody included [removed: $8.24] [added: $6.91] trillion of global custody assets as of December 31, [removed: 2021,] [added: 2022,] which [removed: increased 11%] [added: decreased 16%] from [removed: $7.42] [added: $8.24] trillion as of December 31, [removed: 2020.][added: 2021.]

Client assets under management [removed: increased 14%] [added: decreased 22%] to [removed: $1.61] [added: $1.25] trillion as of December 31, [removed: 2021] [added: 2022] from [removed: $1.41] [added: $1.61] trillion [removed: at] [added: as of] December 31, [removed: 2020] [added: 2021] due to [removed: favorable] [added: net outflows, unfavorable] markets and [removed: net inflows.][added: unfavorable currency translation.]

The Provision for Credit Losses in [removed: 2021] [added: 2022] was [added: $12.0 million as compared to] a release of credit reserves of $81.5 million [removed: as compared to a provision of $125.0 million] in [removed: 2020.][added: 2021.]

The [added: 2021] release of credit reserves [removed: during 2021 was primarily due to] [added: reflected] a decrease in the reserve evaluated on a collective [removed: basis, which relates to pooled financial assets sharing similar risk characteristics, and was] [added: basis] driven by improvements in projected economic conditions [added: at the time] and portfolio credit quality, partially offset by portfolio growth.

The [removed: decrease] [added: increase] in the collective basis reserve was primarily reflected in the commercial [added: real estate] and [added: commercial and] institutional [removed: portfolio.][added: portfolios.]

[removed: Increases] [added: The increase] in the collective basis reserve [removed: were] [added: was] primarily [added: reflected] in the commercial [removed: and institutional and commercial] real estate [added: and commercial and institutional] portfolios.

| [added: 36 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [removed: 2021 Annual Report \| Northern Trust Corporation 31] | | |

Noninterest Expense of [removed: $4.54] [added: $4.98] billion in [removed: 2021] [added: 2022] increased [removed: $187.7] [added: $447.0] million, or [removed: 4%,] [added: 10%,] from [removed: $4.35] [added: $4.54] billion in [removed: 2020,] [added: 2021,] primarily reflecting increased [removed: Outside Services,] Compensation, Equipment and [removed: Software and Employee Benefits, partially offset by lower] [added: Software,] Other Operating Expense and [removed: Occupancy.][added: Outside Services.]

Employee Benefits expense in [removed: 2021] [added: 2022] included pension settlement charges of [added: $44.1 million as compared to] $27.9 [removed: million.][added: million for the U.S. Qualified Plan.]

During the first quarter of 2022, the Corporation changed the name of its Corporate & Institutional Services segment to “Asset Servicing.” Asset management and related services are provided to Asset Servicing and Wealth Management clients primarily by the Asset Management business.

Net Income decreased $209.3 million, or 14%, to $1.34 billion in 2022 from $1.55 billion in 2021.

Included in Net Income were impacts from the changes in monetary policy implemented by the Federal Reserve Board to address inflation, which positively impacted Net Interest Income while dampening equity market

indices, adversely impacting fees earned based on market values.

Trust, Investment and Other Servicing Fees increased 2% in 2022, as compared to a 9% increase in 2021.

The impacts of tightening in the labor market is reflected in our Compensation expense.

Inflationary pressures were also reflected in higher Equipment and Software and Outside Services expense.

Results in 2022 also included $213.0 million of pre-tax losses recognized in conjunction with an intent to sell certain available for sale debt securities, $44.1 million of pre-tax pension settlement charges, $32.0 million of pre-tax severance-related charges, and $14.0 million of pre-tax occupancy charges related to early lease exits.

Beginning in 2022, Trust, Investment and Other Servicing Fees were impacted by the change in classification of certain fees that were previously recorded in Other Operating Income or as a reduction of Other Operating Expense.

This change resulted in no impact to Net Income.

The accounting reclassification increased Trust, Investment and Other Servicing Fees in the current year by $65.6 million, with a $25.6 million decrease in Other Operating Income and a $40.0 million increase in Other Operating Expense.

The classification changes are considered by the Corporation’s management to be a better representation of the underlying nature of the business as they are directly tied to client asset levels and the related services are more akin to our core service offerings.

Prior-year amounts have not been reclassified.

The increase was driven by weaker macroeconomic conditions and portfolio growth, partially offset by improvements in credit quality.

The increase in the effective tax rate was primarily driven by a higher net impact from international operations, including limitations on the U.S. foreign tax credit and reserves for uncertain tax positions, partially offset by increased tax benefits from tax-credit investments and tax-exempt income.

Investment Security Gains (Losses), net of $214.0 million of losses in 2022 increased $213.7 million from $0.3 million of losses in 2021 primarily due to a $213 million loss arising from an intent to sell certain available for sale debt securities, which were sold in January 2023.

Other Operating Income of $191.3 million in 2022 decreased $52.6 million, or 22%, from $243.9 million in the prior year, primarily due to lower miscellaneous income, the accounting reclassification, and gains from property sales in the prior-year, partially offset by increased income related to a bank-owned life insurance program.

Net Interest Income on a fully taxable equivalent (FTE) basis in 2022 of $1.93 billion increased $514.5 million, or 36%, from $1.42 billion in 2021, due to higher average interest rates and favorable balance sheet mix shift.

| Total Revenue | | | $ | 6,761.2 | | $ | 6,464.5 | | $ | 6,100.8 | |

Beginning in 2022, Trust, Investment and Other Servicing Fees were impacted by the change in classification of certain fees that were previously recorded in Other Operating Income or as a reduction of Other Operating Expense.

The accounting reclassification increased Trust, Investment and Other Servicing Fees in the current year by $65.6 million, with a $25.6 million decrease in Other Operating Income and a $40.0 million increase in Other Operating Expense.

Prior-year amounts have not been reclassified.

Asset Servicing

Other Trust, Investment and Other Servicing Fees increased in 2022 from 2021 primarily due to the accounting reclassification.

| Securities Lending | | | 148.3 | | | 195.6 | | | 186.9 | | | (24) | | | 5 | | |

| Asset Servicing | | | $ | 12,705.5 | | $ | 15,183.2 | | $ | 13,653.1 | | (16) | | % | 11 | | % |

| ($ In Billions) | | | 2022 | | | 2021 | | | 2020 | | | 2022 /2021 | | | 2021 / 2020 | | |

| Asset Servicing | | | $ | 9,712.3 | | $ | 11,554.8 | | $ | 10,387.7 | | (16) | | % | 11 | | % |

| ($ In Billions) | | | 2022 | | | 2021 | | | 2020 | | | 2022 / 2021 | | | 2021 / 2020 | | |

| ($ In Billions) | | | 2022 | | | 2021 | | | 2020 | | | 2022 / 2021 | | | 2021 / 2020 | | |

| Asset Servicing | | | $ | 898.1 | | $ | 1,191.0 | | $ | 1,057.5 | | (25) | | % | 13 | | % |

| | | | AS | | | WM | | | TOTAL | | | AS | | | WM | | | TOTAL | | | AS | | | WM | | | TOTAL | | |

| | | | 2022 | | | | | | | | | 2021 | | | | | | | | | 2020 | | | | | | | | |

| | | | AS | | | WM | | | TOTAL | | | AS | | | WM | | | TOTAL | | | AS | | | WM | | | TOTAL | | |

Beginning in 2022, Other Operating Income was impacted by the change in classification of certain fees to Trust, Investment and Other Servicing Fees.

The impact to Other Operating Income in the current year was a decrease of $25.6 million relating to amounts now recorded in Trust, Investment and Other Servicing Fees.

Prior-year amounts have not been reclassified.

Other Operating Income in 2022 decreased from 2021 primarily due to lower miscellaneous income, the accounting reclassification, and gains from property sales in the prior-year, partially offset by increased income related to a bank-owned life insurance program.

Investment Security Gains (Losses), net included a $213.0 million loss arising from an intent to sell $2.1 billion of available for sale debt securities, which were sold in January 2023 as part of a balance sheet repositioning.

Please refer to Note 34, “Subsequent Event” included under Item 8, “Financial Statements and Supplementary Data,” for additional details related to the January 2023 sale of the available for sale debt securities.

COVID-19 PANDEMIC AND RECENT EVENTS

During the COVID-19 pandemic, Northern Trust has remained focused on the health and well-being of its workforce, meeting its clients’ needs and supporting its communities.

The majority of Northern Trust’s workforce continues to work remotely and the Corporation continues to adjust its response to the pandemic as needed.

The timing of any return to office for our workforce will be driven by the operational, business, and client needs of each location, and will be guided by health and safety guidelines and relevant government mandates.

In addition, as the prolonged public health crisis has unfolded, Northern Trust has responded by providing additional health and well-being resources to its employees, including expanded virtual access to health care and well-being programs and diversity, equity, and inclusion resources; a well-being learning center with tools for working effectively in a virtual environment; and virtual focus groups allowing employees to provide feedback and build connections with colleagues.

Northern Trust also provided additional paid-time-off for a COVID-19 diagnosis and supported all employees electing to receive the COVID-19 vaccine with additional paid-time-off to obtain and recover from the primary series vaccine or booster shot.

To facilitate COVID-19 vaccinations in India and the Philippines, Northern Trust hosted on-site vaccine drives (in India) and participated in a program which provided access to vaccines for our employees (in the Philippines).

Northern Trust also reimbursed vaccine costs for employees and their immediate family members in India.

During the pandemic, Northern Trust offered credit assistance to impacted clients under a government lending program and provided payment deferrals.

In addition, there have been two forms of relief provided to lenders exempting certain loan modifications which would otherwise be classified as troubled debt restructuring from such classification.

Northern Trust elected to apply each of these forms of relief, when applicable, in providing borrowers with qualifying loan modifications, including payment deferrals, in response to the COVID-19 pandemic.

Both of these assistance measures have declined since the start of the pandemic.

For further information, please refer to Note 6, “Loans and Leases,” provided in Item 8.

Net Income increased $336.0 million, or 28%, to $1.55 billion in 2021 from $1.21 billion in 2020.

The prior-year provision primarily reflected an increase in the reserve evaluated on a collective basis.

The increase in the collective basis reserve was primarily driven by current and projected economic conditions at the time and downgrades in the portfolio, both resulting from the COVID-19 pandemic and related market and economic impacts.

In addition, a $13.7 million increase in the allowance for credit losses, with a corresponding cumulative effect adjustment to decrease retained earnings by $10.1 million, net of income taxes, was recorded on January 1, 2020 upon adoption of the Accounting Standards Update (ASU) No. 2016-13, “Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments.”

The decrease in the effective tax rate was primarily driven by the lower net tax impact from international operations and $26.8 million of prior-year tax expense related to the reversal of tax benefits previously recognized through earnings.

Other Operating Income of $243.9 million in 2021 increased $49.9 million, or 26%, from $194.0 million in the prior year, primarily due to higher banking and credit-related service charges, distributions from investments in community development projects and gains from property sales.

Low-interest-rate environments have historically had a negative impact on fees earned on certain products.

Beginning in the second quarter of 2020, the Corporation began to waive a portion of certain fees associated with money market mutual funds due to the low-interest-rate environment.

These fee waivers are impacted by the level of yields earned and account balances in certain funds, as the yields in these funds remain insufficient to pay the stated fees associated with such funds.

If the level of short-term interest rates were to increase as currently expected, fee waivers would likely decline.

Corporate & Institutional Services

arrangements negotiated with each client.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Corporate & Institutional Services | | | $ | 15,183.2 | | $ | 13,653.1 | | $ | 11,311.6 | | 11 | | % | 21 | | % |

| Corporate & Institutional Services | | | $ | 11,554.8 | | $ | 10,387.7 | | $ | 8,497.8 | | 11 | | % | 22 | | % |

| Corporate & Institutional Services | | | $ | 1,191.0 | | $ | 1,057.5 | | $ | 917.5 | | 13 | | % | 15 | | % |

Other Operating Income in 2021 increased from 2020 primarily due to higher banking and credit-related service charges, distributions from investments in community development projects and gains from property sales.

ASU 2016-13, adopted on January 1, 2020, replaced the legacy OTTI model with an estimated credit loss model.

Refer to the caption "Investment Security Gains and Losses” in Note 4, “Securities,” and the caption “Allowance for Held to Maturity Debt Securities Portfolio” in Note 7, “Allowance for Credit Losses” included under Item 8, “Financial Statements and Supplementary Data.”

| U.S. Government | | | 29.5 | | | 2,685.4 | | | 1.10 | | | 63.0 | | | 4,256.7 | | | 1.48 | | | 110.4 | | | 5,296.5 | | | 2.09 | | |

| Obligations of States and Political Subdivisions | | | 69.9 | | | 3,532.0 | | | 1.98 | | | 48.2 | | | 2,194.3 | | | 2.20 | | | 24.4 | | | 980.5 | | | 2.49 | | |

| Government Sponsored Agency | | | 296.0 | | | 24,546.2 | | | 1.21 | | | 409.0 | | | 23,970.4 | | | 1.71 | | | 583.6 | | | 22,634.1 | | | 2.58 | | |

| Other(4) | | | 307.2 | | | 30,013.9 | | | 1.02 | | | 324.1 | | | 25,635.1 | | | 1.26 | | | 381.6 | | | 21,773.3 | | | 1.75 | | |

| Total Securities | | | 702.6 | | | 60,777.5 | | | 1.16 | | | 844.3 | | | 56,056.5 | | | 1.51 | | | 1,100.0 | | | 50,684.4 | | | 2.17 | | |

Lease financing receivable balances are reduced by deferred income.*

| U.S. Government | | | (19.8) | | | (13.7) | | | (33.5) | | | (19.0) | | | (28.4) | | | (47.4) | | |

At December 31, [removed: 2021,] [added: 2022,] the Bank had consolidated assets of [removed: $183.7] [added: $154.5] billion and common bank equity capital of [removed: $11.1] [added: $10.9] billion.

The Corporation has a global presence with offices in [removed: 23] [added: 25] U.S. states and Washington, D.C., and across 23 locations in Canada, Europe, the Middle East and the Asia-Pacific region.

At December 31, [removed: 2021,] [added: 2022,] the Corporation had consolidated total assets of [removed: $183.9] [added: $155.0] billion and stockholders’ equity of [removed: $12.0] [added: $11.3] billion.

Northern Trust focuses on managing and servicing client assets through its two client-focused reporting segments: [removed: Corporate & Institutional Services (C&IS)] [added: Asset Servicing] and Wealth Management.

Asset management and related services are provided to [removed: C&IS] [added: Asset Servicing] 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 [removed: C&IS] [added: Asset Servicing] and Wealth Management.

Northern Trust reports certain income and expense items not allocated to [removed: C&IS] [added: Asset Servicing] and Wealth Management in a third reporting segment, Other.

[removed: C&IS] [added: Asset Servicing] is a leading global provider of asset servicing and related services to corporate and public retirement funds, foundations, endowments, fund managers, insurance companies, sovereign wealth funds, and other institutional investors around the globe.

At December 31, [removed: 2021,] [added: 2022,] total [removed: C&IS] [added: Asset Servicing] assets under [removed: custody/administration,] [added: custody/administration (AUC/A),] assets under custody, and assets under management were [removed: $15.18] [added: $12.71] trillion, [removed: $11.55] [added: $9.71] trillion, and [removed: $1.19 trillion,] [added: $898.1 billion,] respectively.

Wealth Management also includes Global Family Office, which provides customized services, including but not limited to: investment consulting; global custody; fiduciary; and private [removed: banking] [added: banking; family office consulting, and technology solutions,] to meet the complex financial [added: and reporting] needs of ultra-high-net-worth individuals and family offices across the globe.

Wealth Management is one of the largest providers of advisory services in the United States, with [removed: assets under custody/administration,] [added: AUC/A,] assets under custody, and assets under management of [removed: $1.07 trillion, $1.06 trillion,] [added: $898.5 billion, $892.3 billion,] and [removed: $416.1] [added: $351.4] billion, respectively, at December 31, [removed: 2021.][added: 2022.]

Asset Management, through the Corporation’s various subsidiaries, supports the [removed: C&IS] [added: Asset Servicing] and Wealth Management reporting segments by providing a broad range of asset management and related services and other products to clients around the world.

Investment solutions are delivered through separately managed accounts, bank common and collective [added: funds, registered investment companies, exchange traded funds, non-U.S. collective investment funds, and unregistered private investment funds.]

| | | | | | | [removed: 2021 Annual Report] [added: 2022 ANNUAL REPORT] \| [removed: Northern Trust Corporation] [added: NORTHERN TRUST CORPORATION] 1 | | |

Asset Management operates internationally through subsidiaries and distribution arrangements and its revenue and expense are fully allocated to [removed: C&IS] [added: Asset Servicing] and Wealth Management.

As discussed above, Northern Trust managed [removed: $1.61] [added: $1.25] trillion in assets as of December 31, [removed: 2021,] [added: 2022,] including [removed: $1.19 trillion] [added: $898.1 billion] for [removed: C&IS] [added: Asset Servicing] clients and [removed: $416.1] [added: $351.4] billion for Wealth Management clients.

The Bank is also registered as a transfer agent with the Federal Reserve Board and is registered provisionally as a swap dealer with the U.S. Commodity Futures Trading Commission [added: (CFTC) under the Commodity Exchange Act.]

| 2 [removed: 2021 Annual Report] [added: 2022 ANNUAL REPORT] \| [removed: Northern Trust Corporation] [added: NORTHERN TRUST CORPORATION] | | | | | | | | |

The Corporation’s broker-dealer subsidiary is a member of the Financial Industry Regulatory Authority (FINRA), is registered with the U.S. Securities and Exchange Commission (SEC) as a [removed: broker-dealer,] [added: broker-dealer and] investment adviser, [removed: and] [added: is registered with the Municipal Securities Rulemaking Board (MSRB) as a] municipal securities dealer, [added: is a member of the NFA] and is [added: registered with the CFTC as a commodity trading advisor, and is] subject to the rules and regulations of these bodies.

On [removed: March 29, 2019,] [added: December 15, 2022,] the Federal Reserve Board and the FDIC provided joint written feedback to the Corporation regarding the resolution plan submitted by the Corporation [removed: in] [added: on] December [removed: 2017,] [added: 13, 2021,] pursuant to Section 165(d) of the Dodd-Frank Act (the [removed: 2017] [added: 2021] 165(d) Plan).

The joint written feedback stated that the Federal Reserve Board and FDIC did not identify shortcomings or deficiencies in the [removed: 2017] [added: 2021] 165(d) Plan.

On January 19, 2021, the FDIC announced that it will resume requiring resolution plan submissions for insured depository [removed: institutions with $100 billion or more in assets.]

[removed: To date,] [added: On August 27, 2021,] the Bank [removed: has not] received [added: written] notice from the FDIC indicating [removed: its] [added: the] next [added: CIDI] resolution plan [removed: submission date.][added: will be due on or before December 1, 2023.]

Separately, the European Union Bank Recovery and Resolution Directive (BRRD) sets out the framework for the recovery and resolution of European Union (EU) credit institutions and investment firms, including certain of the Bank’s [added: subsidiaries and branches.]

| | | | | | | [removed: 2021 Annual Report] [added: 2022 ANNUAL REPORT] \| [removed: Northern Trust Corporation] [added: NORTHERN TRUST CORPORATION] 3 | | |

The BRRD [removed: established] [added: establishes] a set of harmonized rules for early intervention measures, recovery and resolution planning, bail-in powers and requirements for total loss absorbing capital for EU institutions, collectively known as minimum requirements for own funds and eligible liabilities (MREL).

The BRRD was materially amended, including with respect to the MREL requirements, [removed: with the amended directive coming into force in] [added: effective as of] December [added: 28,] 2020.

As such, Northern Trust Global Services SE falls within the scope of the BRRD and its recovery and resolution planning is overseen by the CSSF and [added: the] Single Resolution Board (the resolution authority for ECB-supervised institutions).

The United Kingdom (UK) has established a special resolution regime and a resolvability assessment framework overseen by the Bank of England (as the UK resolution authority) [removed: which has] [added: with] many similar features to the BRRD, which was substantially incorporated into UK law following the withdrawal of the UK from the EU.

The Volcker Rule bans proprietary trading subject to exceptions, such as for market-making, hedging, certain trading activities in U.S. and foreign sovereign debt, [removed: certain trading activities of non-U.S. banking entities trading outside the United States,] and trading activities related to liquidity management.

The Dodd-Frank Act also requires certain entities to register as a “major swap participant,” a “swap dealer,” a “major-security-based swap participant” or a “security-based swap dealer.” The Bank is [removed: required to register] [added: registered provisionally] as a swap dealer and its swap dealer activities are subject to the CFTC’s [added: and NFA’s] rules and regulations, including [removed: rules] [added: those] regarding internal and external business conduct standards, [added: transaction] reporting and recordkeeping, mandatory clearing for certain swaps, trade documentation and confirmation requirements, [added: risk management,] and cross-border swap activities.

Dividends from the Bank are a significant source of funds for the Corporation, and the Corporation’s ability to pay dividends on its common stock therefore depends [added: in part] on the ability of the Bank to pay sufficient dividends to the Corporation.

| 4 [removed: 2021 Annual Report] [added: 2022 ANNUAL REPORT] \| [removed: Northern Trust Corporation] [added: NORTHERN TRUST CORPORATION] | | | | | | | | |

Northern Trust published the results of its most recent company-run stress tests on June [removed: 24, 2021.][added: 23, 2022.]

Under the [removed: final] Basel III rules, the Corporation, with the Bank, is a “core” banking organization that is required to use the advanced approaches methodologies to calculate and disclose publicly its risk-based capital ratios.

The Bank’s risk-based and leverage capital ratios at December 31, [removed: 2021,] [added: 2022,] were well above the regulatory requirements established by U.S. banking regulators.

TABLE 1: RISK-BASED AND LEVERAGE CAPITAL RATIOS AS OF DECEMBER 31, [removed: 2021][added: 2022]

| | | | COMMON EQUITY TIER 1 CAPITAL | | | | | | TIER 1 CAPITAL | | | | | | TOTAL CAPITAL | | | | | | TIER 1 LEVERAGE | | | | | | SUPPLEMENTARY [removed: LEVERAGE(1)] [added: LEVERAGE] | | |

The [removed: rule] [added: regulations] became effective [removed: on] [added: as of] April 1, 2020.

| | | | | | | [removed: 2021 Annual Report] [added: 2022 ANNUAL REPORT] \| [removed: Northern Trust Corporation] [added: NORTHERN TRUST CORPORATION] 5 | | |

During the first quarter of 2022, the Corporation changed the name of its Corporate & Institutional Services segment to “Asset Servicing.” Accordingly, the disclosures herein will refer to this segment as Asset Servicing.

ASSET SERVICING

In it, the FDIC and Federal Reserve Board also confirmed that the next resolution plan submission required of the Corporation under Section 165(d) of the Dodd-Frank Act (the 2024 165(d) Plan) would be required to be a full plan (as opposed to a targeted plan) and that guidance would be issued to assist the Corporation in its development of the 2024 165(d) Plan.

The 2024 165(d) Plan submission is due to the FDIC and Federal Reserve Board by July 1, 2024.

institutions with $100 billion or more in assets.

On October 24, 2022, the Federal Reserve Board and FDIC published an advance notice of proposed rulemaking (ANPR) to seek public input regarding resolution-related resource requirements for large banking organizations, potentially including the Corporation.

Specifically, the agencies are soliciting comments about how appropriately adapted elements of the resolution-related standards for global systemically important banks (GSIBs)—including a long-term debt requirement—could be applied to non-GSIB large banking organizations, potentially including the Corporation, as well as whether to establish separability requirements in the recovery or resolution contexts.

The public comment period on this ANPR ran through January 23, 2023.

Consequential amendments to the BRRD following amendments to the Capital Requirements Regulation (575/2013) relating to MREL and total loss absorbing capacity (TLAC) became effective as of November 14, 2022.

Further consequential amendments relating to the indirect subscription of internal MREL eligible instruments within resolution groups must be made effective by EU member states by November 15, 2023.

A revised Prudential Regulation Authority (PRA) policy on operational continuity in resolution became effective on January 1, 2023, and PRA expectations on trading activity wind-down will become effective on March 23, 2025.

| Northern Trust Corporation | | | 10.8 | | % | 11.5 | | % | 11.8 | | % | 12.5 | | % | 13.9 | | % | 14.5 | | % | 7.1 | | % | 7.1 | | % | 7.9 | | % |

| The Northern Trust Company | | | 11.6 | | % | 12.4 | | % | 11.6 | | % | 12.4 | | % | 13.5 | | % | 14.2 | | % | 6.9 | | % | 6.9 | | % | 7.7 | | % |

The results of the 2022 Dodd-Frank Act Stress Test, published by the Federal Reserve Board on June 23, 2022, resulted in Northern Trust’s stress capital buffer and effective Common Equity Tier 1 capital ratio minimum requirement remaining constant at 2.5% and 7.0%, respectively, for the 2022 Capital Plan cycle, which began on October 1, 2022.

On September 30, 2022, FinCEN issued a final rule implementing one of three rulemakings planned in connection with the Corporate Transparency Act, which imposes new beneficial ownership information reporting requirements (Beneficial Ownership Reporting Rule).

In order to comply with the Beneficial Ownership Reporting Rule, both domestic reporting companies and foreign reporting companies registered to do business in the United States generally will be required to report information regarding themselves, their beneficial owners, and their company applicants.

The Beneficial Ownership Reporting Rule will be effective January 1, 2024 and may affect certain companies that the Corporation invests in, manages, or does business with.

Additionally, on December 16, 2022, FinCEN published a Notice of Proposed Rulemaking for its second set of rulemakings in connection with the Corporate Transparency Act, which addresses how authorized recipients can access beneficial ownership information that will be reported to FinCEN and may affect certain activities conducted by the Bank.

The public comment period on this proposal ended on February 14, 2023.

On July 8, 2022, the California Privacy Protection Agency commenced the formal rulemaking process to adopt regulations to implement the CPRA and published a Notice of Modifications to Text of Proposed Regulations in November 2022.

The regulations did not come into effect prior to the CPRA’s effective date, with a statement by the California Privacy Protection Agency that the earliest proposed regulations could be in effect is April 2023.

The proposed regulations would (1) update existing CCPA regulations to harmonize them with CPRA amendments to the CCPA; (2) operationalize new rights and concepts introduced by the CPRA to provide clarity and specificity to implement the law; and (3) reorganize and consolidate requirements set forth in the law to make the regulations easier to follow and understand.

Final regulations are expected to be issued in early 2023.

For example, the Bank is licensed as a foreign authorized deposit-taking institution in Australia under the Banking Act (Australia) and as a wholesale bank in Singapore under the Banking Act (Singapore) and as a result is subject to the supervision of the Australian Prudential Regulation Authority and the Monetary Authority of Singapore, respectively.

Moreover, Northern Trust’s non-EU branches and subsidiaries conducting financial services activities in the EU may fall within the scope of the

However, in 2022, the UK government proposed significant reforms to the UK’s financial services regulations.

The Financial Services and Markets Bill 2022-23 includes measures revoking retained EU law relating to financial services.

In addition, the UK government announced a package of post-Brexit reforms to drive growth and competitiveness in the financial services sector.

These legislative proposals may directly and indirectly impact the Corporation.

On October 27, 2021, the European Commission adopted legislative proposals to reform CRD V and CRR II (also known as CRD VI and CRR III, respectively).

The measures are designed to ensure that EU banks become more resilient to potential future economic shocks, while contributing to Europe’s recovery from the COVID-19 pandemic and the transition to climate neutrality.

The package finalizes the implementation of the Basel III agreement in the EU.

On November 8, 2022, the Council of the EU reached its position (i.e. general approach) on the proposals amending CRD V and CRR II.

Consequential amendments to the BRRD will also become effective on a staggered basis.

Reforms to the onshored version of MIFIR have been proposed in the UK Financial Services and Markets Bill 2022-23.

The reforms, if implemented, will impact, among other things, the share trading obligation and derivatives trading obligation.

In March 2022, the European Commission published a legislative proposal for amendments to the CSDR.

The proposals include amendments to the settlement discipline regime, cooperation between competent authorities and relevant authorities, wind-down of central securities depositories (CSDs), review and evaluation of CSDs, passporting and third-country CSDs.

The Financial Services and Markets Bill 2022-23 includes draft amendments to the Financial Services and Markets Act of 2000 which will revise the onshored EU regime applying to CSDs.

The reporting obligations under the SFTR were phased in over several periods through January 11, 2021.

CORPORATE & INSTITUTIONAL SERVICES

funds, registered investment companies, exchange traded funds, non-U.S. collective investment funds, and unregistered private investment funds.

(CFTC) under the Commodity Exchange Act.

On December 9, 2020, the Corporation received written guidance from the FDIC and Federal Reserve confirming that the 2021 resolution plan submission would be a targeted plan and include a targeted information request related to actions in response to events surrounding the COVID-19 pandemic.

On December 17, 2021, the Corporation submitted its 2021 Section 165(d) resolution plan.

In this submission, the Corporation addressed the requirements of a targeted resolution plan, as well as the targeted information request specified in the Federal Reserve Board and FDIC guidance letter.

subsidiaries and branches, effective January 1, 2015.

Results from the Corporation’s and the Bank’s annual company-run stress tests are reported to the appropriate regulators and made publicly available.

| Northern Trust Corporation | | | 11.9 | | % | 13.2 | | % | 12.9 | | % | 14.3 | | % | 14.1 | | % | 15.3 | | % | 6.9 | | % | 6.9 | | % | 8.2 | | % |

| The Northern Trust Company | | | 12.0 | | % | 13.5 | | % | 12.0 | | % | 13.5 | | % | 13.0 | | % | 14.4 | | % | 6.4 | | % | 6.4 | | % | 7.6 | | % |

*(1)* *In November 2019, the Federal Reserve Board and other U.S. federal banking agencies adopted a final rule that established a deduction for central bank deposits from the total leverage exposures of custodial banking organizations, including the Corporation and the Bank, equal to the lesser of (i) the total amount of funds the custodial banking organization and its consolidated subsidiaries have on deposit at qualifying central banks and (ii) the total amount of client funds on deposit at the custodial banking organization that are linked to fiduciary or custodial and safekeeping accounts.

The supplementary leverage ratios at December 31, 2021 for the Corporation and the Bank reflect the impact of this final rule.*

As a result of the stress test results published by the Federal Reserve Board on June 24, 2021, the Corporation’s stress capital buffer requirement for the 2021 capital plan cycle was set at 2.5%.

The 2021 stress capital buffer became effective October 1, 2021, and results in an effective Common Equity Tier 1 capital ratio minimum requirement of 7.0% inclusive of this buffer.

Under the FDIA, insurance of deposits may be terminated by the FDIC

However, the CCPA, including its implementing regulations, remains in effect until the CPRA is operative.

institution in Luxembourg, is subject to the prudential supervision of the ECB and the CSSF.

The reporting obligations under the SFTR have been phased in since April 11, 2020, with the final phase commencing on January 11, 2021.

investment funds, and the benchmark-setting process itself.

In October 2021, the UK government announced that it will launch its own consultation with stakeholders on sustainable finance disclosures rules for certain UK market participants.

Investment Fund Managers Directive (AIFMD) and UCITS Level 2 Regulations: Commission Delegated Regulation (EU) No 2018/1618 relating to the safe-keeping duties of depositaries of alternative investment funds and Commission Delegated Regulation (EU) No 2018/1619 relating to the safe-keeping duties of depositaries of UCITS.

At Northern Trust, our employees are our most important assets.

Talent Cultivation and Review. Northern Trust is committed to identifying and developing a deep pipeline of diverse, future talent at all levels across the globe to meet our evolving business needs.

Robust talent discussions are held annually with our executive management team and Board of Directors.

We invite all employees to provide management with anonymous responses about their everyday experiences at work through an annual Employee Engagement Survey and periodically through pulse surveys and other

interactive feedback channels.

We also foster an “attitude of gratitude” through our online recognition platform that allows employees to recognize one another for everyday contributions.

We have expanded our focus on employee well-being by providing additional programs and resources to improve wellness.

| | | | DECEMBER 31, 2021 | | | | | | | | | | | | | | | | | |

| Executive Officers | | | 36% | | | 64% | | | 82% | | | 18% | | | —% | | | —% | | |

For information on our response to the COVID-19 pandemic, including with respect to human capital measures to preserve the health and safety of our workforce, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—COVID-19 Pandemic and Recent Events.”

The information presented under the caption “Legal Proceedings” in Note [removed: 26,] [added: 25,] “Commitments and Contingent Liabilities,” included under Item 8, “Financial Statements and Supplementary Data,” is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of the registrant’s common stock as of June 30, [removed: 2021] [added: 2022] (the last business day of the registrant’s most recently completed second quarter), based upon the last sale price of the common stock at June 30, [removed: 2021] [added: 2022] as reported by The NASDAQ Stock Market LLC, held by non-affiliates was approximately [removed: $24.0] [added: $20.0] billion.

At January 31, [removed: 2022, 207,898,329] [added: 2023, 208,196,935] shares of common stock, $1.66 2/3 par value, were outstanding.

Portions of the registrant’s Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

| Item 1 | | | [removed: [Business](#i604b589439c04498bfc404cdcbdac633_16)] [added: [Business](#i6aeb64e05b394825b56f87de7e2714c5_16)] | | | [removed: [1](#i604b589439c04498bfc404cdcbdac633_16)] [added: [1](#i6aeb64e05b394825b56f87de7e2714c5_16)] | | |

| Item 1A | | | [Risk [removed: Factors](#i604b589439c04498bfc404cdcbdac633_19)] [added: Factors](#i6aeb64e05b394825b56f87de7e2714c5_19)] | | | [removed: [12](#i604b589439c04498bfc404cdcbdac633_19)] [added: [13](#i6aeb64e05b394825b56f87de7e2714c5_19)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i604b589439c04498bfc404cdcbdac633_22)] [added: Comments](#i6aeb64e05b394825b56f87de7e2714c5_22)] | | | [removed: [26](#i604b589439c04498bfc404cdcbdac633_22)] [added: [30](#i6aeb64e05b394825b56f87de7e2714c5_22)] | | |

| Item 2 | | | [removed: [Properties](#i604b589439c04498bfc404cdcbdac633_25)] [added: [Properties](#i6aeb64e05b394825b56f87de7e2714c5_25)] | | | [removed: [26](#i604b589439c04498bfc404cdcbdac633_25)] [added: [31](#i6aeb64e05b394825b56f87de7e2714c5_25)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i604b589439c04498bfc404cdcbdac633_28)] [added: Proceedings](#i6aeb64e05b394825b56f87de7e2714c5_28)] | | | [removed: [26](#i604b589439c04498bfc404cdcbdac633_28)] [added: [31](#i6aeb64e05b394825b56f87de7e2714c5_28)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i604b589439c04498bfc404cdcbdac633_31)] [added: Disclosures](#i6aeb64e05b394825b56f87de7e2714c5_31)] | | | [removed: [26](#i604b589439c04498bfc404cdcbdac633_31)] [added: [31](#i6aeb64e05b394825b56f87de7e2714c5_31)] | | |

| Supplemental Item | | | [removed: [I](#i604b589439c04498bfc404cdcbdac633_34)[nformation] [added: [Information] About Our Executive [removed: Officers](#i604b589439c04498bfc404cdcbdac633_34)] [added: Officers](#i6aeb64e05b394825b56f87de7e2714c5_34)] | | | [removed: [26](#i604b589439c04498bfc404cdcbdac633_34)] [added: [31](#i6aeb64e05b394825b56f87de7e2714c5_34)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i604b589439c04498bfc404cdcbdac633_40)] [added: Securities](#i6aeb64e05b394825b56f87de7e2714c5_40)] | | | [removed: [28](#i604b589439c04498bfc404cdcbdac633_40)] [added: [33](#i6aeb64e05b394825b56f87de7e2714c5_40)] | | |

| Item 6 | | | [removed: [Reserved](#i604b589439c04498bfc404cdcbdac633_2252)] [added: [Reserved](#i6aeb64e05b394825b56f87de7e2714c5_43)] | | | [removed: [29](#i604b589439c04498bfc404cdcbdac633_2252)] [added: [34](#i6aeb64e05b394825b56f87de7e2714c5_43)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i604b589439c04498bfc404cdcbdac633_46)] [added: Operations](#i6aeb64e05b394825b56f87de7e2714c5_46)] | | | [removed: [30](#i604b589439c04498bfc404cdcbdac633_46)] [added: [35](#i6aeb64e05b394825b56f87de7e2714c5_46)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i604b589439c04498bfc404cdcbdac633_109)] [added: Risk](#i6aeb64e05b394825b56f87de7e2714c5_106)] | | | [removed: [86](#i604b589439c04498bfc404cdcbdac633_109)] [added: [92](#i6aeb64e05b394825b56f87de7e2714c5_106)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#i604b589439c04498bfc404cdcbdac633_112)] [added: Data](#i6aeb64e05b394825b56f87de7e2714c5_109)] | | | [removed: [86](#i604b589439c04498bfc404cdcbdac633_112)] [added: [92](#i6aeb64e05b394825b56f87de7e2714c5_109)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i604b589439c04498bfc404cdcbdac633_241)] [added: Disclosure](#i6aeb64e05b394825b56f87de7e2714c5_235)] | | | [removed: [167](#i604b589439c04498bfc404cdcbdac633_241)] [added: [168](#i6aeb64e05b394825b56f87de7e2714c5_235)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i604b589439c04498bfc404cdcbdac633_244)] [added: Procedures](#i6aeb64e05b394825b56f87de7e2714c5_238)] | | | [removed: [167](#i604b589439c04498bfc404cdcbdac633_244)] [added: [168](#i6aeb64e05b394825b56f87de7e2714c5_238)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i604b589439c04498bfc404cdcbdac633_2277)] [added: Inspections](#i6aeb64e05b394825b56f87de7e2714c5_244)] | | | [removed: [169](#i604b589439c04498bfc404cdcbdac633_2277)] [added: [170](#i6aeb64e05b394825b56f87de7e2714c5_244)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i604b589439c04498bfc404cdcbdac633_253)] [added: Governance](#i6aeb64e05b394825b56f87de7e2714c5_250)] | | | [removed: [169](#i604b589439c04498bfc404cdcbdac633_253)] [added: [170](#i6aeb64e05b394825b56f87de7e2714c5_250)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i604b589439c04498bfc404cdcbdac633_259)] [added: Matters](#i6aeb64e05b394825b56f87de7e2714c5_256)] | | | [removed: [169](#i604b589439c04498bfc404cdcbdac633_259)] [added: [170](#i6aeb64e05b394825b56f87de7e2714c5_256)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i604b589439c04498bfc404cdcbdac633_262)] [added: Independence](#i6aeb64e05b394825b56f87de7e2714c5_259)] | | | [removed: [169](#i604b589439c04498bfc404cdcbdac633_262)] [added: [170](#i6aeb64e05b394825b56f87de7e2714c5_259)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#i604b589439c04498bfc404cdcbdac633_265)] [added: Services](#i6aeb64e05b394825b56f87de7e2714c5_262)] | | | [removed: [169](#i604b589439c04498bfc404cdcbdac633_265)] [added: [170](#i6aeb64e05b394825b56f87de7e2714c5_262)] | | |

| Item 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i604b589439c04498bfc404cdcbdac633_271)] [added: Schedules](#i6aeb64e05b394825b56f87de7e2714c5_268)] | | | [removed: [170](#i604b589439c04498bfc404cdcbdac633_271)] [added: [171](#i6aeb64e05b394825b56f87de7e2714c5_268)] | | |

| | | | [removed: i 2021 Annual Report] [added: 2022 ANNUAL REPORT] \| [removed: Northern Trust Corporation] [added: NORTHERN TRUST CORPORATION i] | | |

| ii [removed: 2021 Annual Report] [added: 2022 ANNUAL REPORT] \| [removed: Northern Trust Corporation] [added: NORTHERN TRUST CORPORATION] | | | | | |

| [removed: ISTRC] [added: ITRC] | | | Information [removed: Security and] Technology Risk Committee | | |

| NSFR | | | Net Stable Funding Ratio [added: requirement in the United States] | | |

| | | | [removed: iii 2021 Annual Report] [added: 2022 ANNUAL REPORT] \| [removed: Northern Trust Corporation] [added: NORTHERN TRUST CORPORATION iii] | | |

| RWA | | | [removed: Risk Weighted] [added: Risk-Weighted] Assets | | |

| iv [removed: 2021 Annual Report] [added: 2022 ANNUAL REPORT] \| [removed: Northern Trust Corporation] [added: NORTHERN TRUST CORPORATION] | | | | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i6aeb64e05b394825b56f87de7e2714c5_13) | | | | | | | | |

| [PART II](#i6aeb64e05b394825b56f87de7e2714c5_37) | | | | | | | | |

| Item 9B | | | [Other Information](#i6aeb64e05b394825b56f87de7e2714c5_241) | | | [170](#i6aeb64e05b394825b56f87de7e2714c5_241) | | |

| [PART III](#i6aeb64e05b394825b56f87de7e2714c5_247) | | | | | | | | |

| Item 11 | | | [Executive Compensation](#i6aeb64e05b394825b56f87de7e2714c5_253) | | | [170](#i6aeb64e05b394825b56f87de7e2714c5_253) | | |

| [PART IV](#i6aeb64e05b394825b56f87de7e2714c5_265) | | | | | | | | |

| Item 16 | | | [Form 10-K Summary](#i6aeb64e05b394825b56f87de7e2714c5_271) | | | [174](#i6aeb64e05b394825b56f87de7e2714c5_271) | | |

| [Signatures](#i6aeb64e05b394825b56f87de7e2714c5_274) | | | | | | [175](#i6aeb64e05b394825b56f87de7e2714c5_274) | | |

| AS | | | Asset Servicing | | |

| Basel III | | | Industry-standard guidelines published by the Basel Committee | | |

| CSD | | | Central Securities Depositories | | |

| FinCEN | | | Financial Crimes Enforcement Network | | |

| GSIB | | | Global Systemically Important Banks | | |

| LCR Final Rule | | | Regulation promulgated by U.S. federal banking regulators to implement LCR requirements in the United States for certain banking organizations. | | |

| LIBOR Act | | | Adjustable Interest Rate (LIBOR) Act | | |

| NSFR Final Rule | | | Regulation promulgated by U.S. federal banking regulators to implement NSFR requirements in the United States for certain banking organizations. | | |

| PIPL | | | Personal Information Protection Law (China) | | |

| WRC | | | Workforce Risk Committee | | |

| [PART I](#i604b589439c04498bfc404cdcbdac633_13) | | | | | | | | |

| [PART II](#i604b589439c04498bfc404cdcbdac633_37) | | | | | | | | |

| Item 9B | | | [Other Information](#i604b589439c04498bfc404cdcbdac633_247) | | | [169](#i604b589439c04498bfc404cdcbdac633_247) | | |

| [PART III](#i604b589439c04498bfc404cdcbdac633_250) | | | | | | | | |

| Item 11 | | | [Executive Compensation](#i604b589439c04498bfc404cdcbdac633_256) | | | [169](#i604b589439c04498bfc404cdcbdac633_256) | | |

| [PART IV](#i604b589439c04498bfc404cdcbdac633_268) | | | | | | | | |

| Item 16 | | | [Form 10-K Summary](#i604b589439c04498bfc404cdcbdac633_274) | | | [173](#i604b589439c04498bfc404cdcbdac633_274) | | |

| [Signatures](#i604b589439c04498bfc404cdcbdac633_277) | | | | | | [174](#i604b589439c04498bfc404cdcbdac633_277) | | |

| C&IS | | | Corporate & Institutional Services | | |

| CARES | | | Coronavirus Aid, Relief, and Economic Security Act | | |

| Economic Aid Act | | | The Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act | | |

| ITS | | | Implementing Technical Standards | | |

| RTS | | | Regulatory Technical Standards | | |

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | |

| 30 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

Financial services are provided by the Bank and other subsidiaries of the Corporation through a network of offices in [removed: 23] [added: 25] U.S. states and Washington, D.C., and across 23 locations in Canada, Europe, the Middle East and the Asia-Pacific region.

O’Grady - Mr. O’Grady, age [removed: 56,] [added: 57,] joined Northern Trust in 2011 and has served as Chairman of the Board since [removed: January] 2019, as Chief Executive Officer since 2018 and as President since 2017.

Prior to that, Mr. O’Grady served as Executive Vice President and President of Corporate & Institutional Services from 2014 to 2016 and as Chief Financial [added: Officer from 2011 to 2014.]

| [removed: 26 2021 Annual Report \| Northern Trust Corporation] | | | | | | [added: 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 31] | | |

Allnutt - Ms. Allnutt, age [removed: 45,] [added: 46,] joined Northern Trust in 2008 and has served as an Executive Vice President since [removed: November] 2020 and as Controller since [removed: May] 2019.

Prior to that, Ms. Allnutt served as manager of Global Financial Control from 2014 to [removed: April] 2019 and led International Accounting Policy and Control from 2013 to 2014.

Cherecwich - Mr. Cherecwich, age [removed: 57,] [added: 58,] joined Northern Trust in 2007 and has served as Executive Vice President and President of [removed: Corporate & Institutional Services] [added: Asset Servicing] since 2017.

Fradkin - Mr. Fradkin, age [removed: 60,] [added: 61,] joined Northern Trust in 1985 and has served as Executive Vice President and President of Wealth Management since 2014.

Gossett - Mr. Gossett, age [removed: 60,] [added: 61,] joined Northern Trust in 1983 and has served as Executive Vice President and Chief Risk Officer since 2020.

Levy - Ms. Levy, age [removed: 64,] [added: 65,] joined Northern Trust in 2014 and has served as Executive Vice President and General Counsel since that time.

Ms. Levy also previously served as Corporate Secretary from 2018 to [removed: April] 2021.

Parker - Ms. Parker, age [removed: 61,] [added: 62,] joined Northern Trust in 1982 and has served as Executive Vice President and President of Europe, Middle East and Africa since 2017.

South - Mr. South, age [removed: 52,] [added: 53,] joined Northern Trust in 1999 and has served as Executive Vice President and Chief Information Officer since 2018.

[removed: St. Clair] [added: Alexandria Taylor] - Ms. [removed: St. Clair,] [added: Taylor,] age [removed: 62,] [added: 40,] joined Northern Trust [removed: in 1992 and has served] as Executive Vice President and Chief Human Resources Officer [removed: since 2018.][added: in October 2022.]

[removed: Thomas] [added: Tyler] - Mr. [removed: Thomas,] [added: Tyler,] age [removed: 48,] [added: 51,] joined Northern Trust in [removed: 2004] [added: 2011] and has served as Executive Vice President and [removed: President of Asset Management] [added: Chief Financial Officer] since [removed: 2017.][added: 2020.]

Prior to that, Mr. Tyler served as Chief Financial Officer of Wealth Management from 2018 to [removed: December] 2019, as Global Head of Asset Management’s Institutional Group from 2014 to 2018, and as Global Head of Strategy from 2011 to 2014.

| [added: 32 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [removed: 2021 Annual Report \| Northern Trust Corporation 27] | | |

Prior to joining Northern Trust, Ms. Taylor spent nearly two decades at Bank of America based in New York City where she was the head of Human Resources for corporate, institutional and wealth management businesses.

She also oversaw the team responsible for Global Human Resources regulatory relations.

Prior to that, Ms. Taylor held positions of increasing responsibility and complexity at Bank of America.

Officer from 2011 to 2014.

Joyce M.

Prior to that, Ms. St. Clair served as Executive Vice President and Chief Capital Management Officer from 2015 to 2018, as President of Enterprise Operations from 2014 to 2015, as President of Operations & Technology from 2011 to 2014, and as Chief Risk Officer from 2007 to 2011.

Shundrawn A.

Prior to that, Mr. Thomas served as Executive Vice President and Head of the Funds and Managed Accounts Group from 2014 to 2017 and as Head of the Exchange-Traded Funds Group from 2010 to 2014.

Mr. Thomas also previously served as President and Chief Executive Officer of Northern Trust Securities, Inc. from 2009 to 2010 and as Head of Corporate Strategy from 2006 to 2009.

Tyler - Mr. Tyler, age 50, joined Northern Trust in 2011 and has served as Executive Vice President and Chief Financial Officer since 2020.

Our common stock is listed on The NASDAQ Stock Market LLC under the symbol “NTRS.” There were [removed: 1,582] [added: 1,545] shareholders of record as of January 31, [removed: 2022.][added: 2023.]

The following table shows certain information relating to the Corporation’s purchases of common stock for the three months ended December 31, [removed: 2021.][added: 2022.]

TABLE 3: REPURCHASES OF COMMON STOCK IN THE FOURTH QUARTER OF [removed: 2021][added: 2022]

| October 1 - 31, [removed: 2021] [added: 2022] | | | — | | | $ | — | | — | | | 25,000,000 | | |

| November 1 - 30, [removed: 2021] [added: 2022] | | | — | | | — | | | — | | | 25,000,000 | | |

| December 1 - 31, [removed: 2021] [added: 2022] | | | — | | | — | | | — | | | 25,000,000 | | |

[removed: Repurchases prior to] [added: On] October 19, [removed: 2021 were made pursuant to] [added: 2021,] the [added: Corporation announced a share] repurchase program [removed: announced by the Corporation on July 17, 2018,] under which the Corporation’s Board of Directors authorized the Corporation to repurchase up to 25.0 million shares of the Corporation’s common stock.

For more information, please refer to Note [removed: 15,] [added: 14,] “Stockholders’ Equity,” provided in Item 8, “Financial Statements and Supplementary Data.”

| [removed: 28 2021 Annual Report \| Northern Trust Corporation] | | | | | | [added: 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 33] | | |

The following graph compares the cumulative total stockholder return on the Corporation’s common stock to the cumulative total return of the S&P 500 Index and the KBW Bank Index for the five fiscal years ended December 31, [removed: 2021.][added: 2022.]

The cumulative total stockholder return assumes the investment of $100 in the Corporation’s common stock and in each index on December 31, [removed: 2016] [added: 2017] and assumes reinvestment of dividends.

December 31, [removed: 2016] [added: 2017] with Reinvestment of Dividends

[removed: ][added: ]

| | | | [removed: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | [removed: 2021] [added: 2021] | | | [added: 2022 | | |]

| KBW Bank Index | | | 100 | | | [removed: 119] [added: 82] | | | [removed: 98] [added: 112] | | | [removed: 133] [added: 100] | | | [removed: 119] [added: 139] | | | [removed: 165] [added: 109] | | |

| Northern Trust | | | $ | 100 | | $ | 85 | | $ | 112 | | $ | 101 | | $ | 133 | | $ | 102 | |

| S&P 500 | | | 100 | | | 96 | | | 126 | | | 149 | | | 192 | | | 157 | | |

On October 19, 2021, this program was terminated and replaced with a new repurchase program, under which the Corporation’s Board of Directors authorized the Corporation to repurchase up to 25.0 million shares of the Corporation’s common stock.

| Northern Trust | | | $ | 100 | | $ | 114 | | $ | 97 | | $ | 127 | | $ | 115 | | $ | 152 | |

| S&P 500 | | | 100 | | | 122 | | | 116 | | | 153 | | | 181 | | | 233 | | |

| [added: 34 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [removed: 2021 Annual Report \| Northern Trust Corporation 29] | | |

We have audited the accompanying consolidated balance sheets of Northern Trust Corporation and subsidiaries (the Corporation) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, [removed: 2022] [added: 2023] expressed an unqualified opinion on the effectiveness of the Corporation’s internal control over financial reporting.

| [removed: 86 2021 Annual Report] [added: 92 2022 ANNUAL REPORT] \| [removed: Northern Trust Corporation] [added: NORTHERN TRUST CORPORATION] | | | | | | | | |

As discussed in Notes 1 and 7 to the consolidated financial statements, the Corporation’s allowance for credit losses for commercial loans and leases evaluated on a collective basis (the collective ACL) was [removed: $95.5] [added: $105.8] million of a total allowance for credit losses assigned to loans and leases of [removed: $138.4] [added: $144.3] million as of December 31, [removed: 2021.][added: 2022.]

- [added: development, calibration and/or] performance monitoring of [removed: the] [added: certain] PD and LGD models

- identification and determination of the significant assumptions used in [removed: the] [added: certain] PD and LGD models

- evaluating judgments made by the Corporation relative to the [removed: assessment and] [added: development, calibration and/or] performance monitoring of [removed: the] [added: certain] PD and LGD models

- assessing the conceptual soundness and performance testing of [removed: the] [added: certain] PD and LGD models by inspecting model documentation to determine whether the models were suitable for their intended use

| | | | | | | [removed: 2021 Annual Report] [added: 2022 ANNUAL REPORT] \| [removed: Northern Trust Corporation 87] [added: NORTHERN TRUST CORPORATION 93] | | |

[removed: ][added: ]

| [removed: 88 2021 Annual Report] [added: 94 2022 ANNUAL REPORT] \| [removed: Northern Trust Corporation] [added: NORTHERN TRUST CORPORATION] | | | | | | | | |

| | | | [removed: DECEMBER] [added: DECEMBER] 31, [added: 2022] | | | | | | [added: | | | | | | | | | | | | | | |]

| (In Millions Except Share Information) | | | [removed: 2021] [added: 2022] | | | [added: 2021 | | |] 2020 | | |

| Cash and Due from Banks | | | [removed: $] [added: $] | [removed: 3,056.8] [added: 3,056.8] | | $ | [removed: 4,389.5] [added: 3,056.8] | | [added: $ | 3,056.8 | | $ | — | | $ | — | |]

| Federal Reserve and Other Central Bank Deposits | | | [removed: 64,582.2] [added: 64,582.2] | | | [removed: 55,503.6] [added: 64,582.2] | | | [added: — | | | 64,582.2 | | | — | | |]

| Interest-Bearing Deposits with Banks | | | [removed: 1,949.4] [added: 1,949.4] | | | [removed: 4,372.6] [added: 1,949.4] | | | [added: — | | | 1,949.4 | | | — | | |]

| Securities Purchased under Agreements to Resell | | | [removed: 686.4] [added: 686.4] | | | [removed: 1,596.5] [added: 686.4] | | | [added: — | | | 686.4 | | | — | | |]

| Available for Sale (Amortized cost of [removed: $37,948.5] [added: $27,760.0] and [removed: $41,155.7)] [added: $37,948.5)] | | | [removed: 38,010.5] [added: 26,699.9] | | | [removed: 42,022.0] [added: 38,010.5] | | |

| Held to Maturity (Fair value of [removed: $23,315.4] [added: $22,879.3] and [removed: $17,797.4)] [added: $23,315.4)] | | | [removed: 23,564.5] [added: 25,036.1] | | | [removed: 17,791.1] [added: 23,564.5] | | |

| Trading Account | | | [removed: 0.3] [added: —] | | | [removed: 0.5] | | | [added: 0.3 | | | — | | | — | | | 0.3 | | |]

| Total Debt Securities | | | [removed: 61,575.3] [added: 51,831.2] | | | [removed: 59,813.6] [added: 61,575.3] | | |

| Commercial | | | [removed: 18,487.4] [added: 21,635.6] | | | [removed: 15,262.0] [added: 18,487.4] | | |

| Personal | | | [removed: 21,993.2] [added: 21,257.7] | | | [removed: 18,497.7] [added: 21,993.2] | | |

| Total Loans and Leases (Net of unearned income of [removed: $10.4] [added: $9.0] and [removed: $9.8)] [added: $10.4)] | | | [removed: 40,480.6] [added: 42,893.3] | | | [removed: 33,759.7] [added: 40,480.6] | | |

| Allowance for Credit Losses | | | [removed: (150.6)] [added: (161.1)] | | | [removed: (198.8)] [added: (150.6)] | | |

| Buildings and Equipment | | | [removed: 488.7] [added: 500.5] | | | [removed: 514.9] [added: 488.7] | | |

| Client Security Settlement Receivables | | | [removed: 1,941.2] [added: 1,698.3] | | | [removed: 1,160.2] [added: 1,941.2] | | |

| Goodwill | | | [removed: 706.2] [added: 691.3] | | | [removed: 707.2] [added: 706.2] | | |

| Other Assets | | | [removed: 8,573.6] [added: 9,855.2] | | | [removed: 8,384.9] [added: 8,573.6] | | |

| Total Assets | | | $ | [removed: 183,889.8] [added: 155,036.7] | | $ | [removed: 170,003.9] [added: 183,889.8] | |

| Demand and Other Noninterest-Bearing | | | $ | [removed: 22,028.2] [added: 16,582.7] | | $ | [removed: 17,728.5] [added: 22,028.2] | |

| Savings, Money Market and Other Interest-Bearing | | | [removed: 35,003.1] [added: 31,128.6] | | | [removed: 28,631.8] [added: 35,003.1] | | |

| Savings Certificates and Other Time | | | [removed: 842.7] [added: 1,981.3] | | | [removed: 937.1] [added: 842.7] | | |

| Non U.S. Offices — Noninterest-Bearing | | | [removed: 26,287.3] [added: 8,757.6] | | | [removed: 25,382.2] [added: 26,287.3] | | |

| — Interest-Bearing | | | [removed: 75,767.1] [added: 65,481.9] | | | [removed: 71,198.4] [added: 75,767.1] | | |

| Total Deposits | | | [removed: 159,928.4] [added: 123,932.1] | | | [removed: 143,878.0] [added: 159,928.4] | | |

| Federal Funds Purchased | | | [removed: 0.2] [added: 0.2] | | | [removed: 260.2] [added: 0.2] | | | [added: — | | | 0.2 | | | — | | |]

| Securities Sold Under Agreements to Repurchase | | | [removed: 531.9] [added: 531.9] | | | [removed: 39.8] [added: 531.9] | | | [added: — | | | 531.9 | | | — | | |]

| Other Borrowings | | | [removed: 3,583.8] [added: 7,592.3] | | | [removed: 4,011.5] [added: 3,583.8] | | |

February 28, 2023

| Federal Funds Sold | | | 32.0 | | | — | | |

| Accumulated Other Comprehensive Loss | | | (1,569.2) | | | (35.6) | | |

| Balance at December 31, 2022 | | | $ | 884.9 | | $ | 408.6 | | $ | 983.5 | | $ | 13,798.5 | | $ | (1,569.2) | | $ | (3,246.8) | | $ | 11,259.5 | |

*See accompanying notes to consolidated financial statements on pages 99-167.*

| Net Income | | | $ | 1,336.0 | | $ | 1,545.3 | | $ | 1,209.3 | |

*See accompanying notes to consolidated financial statements on pages 99-167.*

During 2022, the Corporation changed the name of the Corporate & Institutional Services segment to “Asset Servicing.” Accordingly, the disclosures herein refer to this segment as Asset Servicing.

Realized gains and losses on AFS securities are determined on a specific

Northern Trust nets securities sold under repurchase agreements against those purchased under resale agreements when the requirements to net are met.

flow hedges of certain available for sale investment securities.

A loan

methodologies for the individual loan segments were developed.

If management intends to sell, or will more likely than not be required to sell, an AFS security prior to recovery of its amortized cost basis, the security is written down to fair value with unrealized losses recognized in Investment Security Gains (Losses), net on the consolidated statements of income.

The allowance estimation methodology for other financial assets primarily

contractual settlement date accounting that have not yet settled.

Actuarial gains and losses accumulated in AOCI are amortized as a component of net periodic pension cost if they exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets as of the beginning of the year.

Amortization is recognized on a straight-line basis over the expected average remaining service period of the active employees or over the expected remaining lifetime of plan participants for plans that have been previously frozen.

On January 1, 2022, Northern Trust adopted Accounting Standards Update (ASU) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contract in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (ASU 2020-06).

ASU 2020-06 simplifies the convertible instrument accounting framework through the elimination of the beneficial conversion and cash conversion accounting models used to account for convertible debt and convertible preferred stock.

ASU 2020-06 also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions in Accounting Standards Codification 815—Derivatives and Hedging.

In addition, ASU 2020-06 modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earnings per share computation.

On January 1, 2022, Northern Trust adopted ASU No. 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” (ASU 2021-10).

ASU 2021-10 requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy to other accounting guidance within Topic 958, Not-for-Profit Entities, or International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance.

On March 31, 2022, the Securities and Exchange Commission (SEC) released Staff Accounting Bulletin No. 121 (SAB 121) which expresses the SEC staff’s view regarding the accounting for entities that have obligations to safeguard “crypto-assets” held for their platform users.

SAB 121 requires that entities that perform custodial activities for crypto-assets, whether directly or through an agent acting on its behalf, should recognize a liability and a corresponding asset in respect of the crypto-assets safeguarded for their platform users, with the liability and asset measured at the fair value of the crypto-assets.

SAB 121 further requires an entity to provide certain disclosures related to safeguarding obligations for crypto-assets.

The guidance is effective for interim and annual periods ending after June 15, 2022, with retrospective application as of the beginning of the fiscal year to which the interim or annual period relates.

The release of SAB 121 did not have an impact to Northern Trust’s consolidated balance sheets or consolidated statements of income.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (ASU 2020-04) to provide optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.

ASU 2020-04 established Topic 848 to provide relief during the temporary transition period and includes a sunset provision based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published.

ASU 2022-06 further defers the sunset provision date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.

Northern Trust’s pricing source hierarchy.

| | | | DECEMBER 31, 2022 | | | | | | | | | | | | | | | | | |

| Trading Account | | | 95.0 | | | | | | 0.2 | | | — | | | — | | | 95.2 | | |

| Total Derivative Assets | | | — | | | | | | 3,732.4 | | | — | | | (2,810.7) | | | 921.7 | | |

| Foreign Exchange Contracts | | | — | | | | | | 3,187.5 | | | — | | | (1,826.7) | | | 1,360.8 | | |

| Interest Rate Contracts | | | — | | | | | | 431.8 | | | — | | | (5.9) | | | 425.9 | | |

| Total Derivative Liabilities | | | $ | — | | | | | $ | 3,619.3 | | $ | 34.8 | | $ | (1,865.9) | | $ | 1,788.2 | |

*(1)* *This line consists of total return swap contracts.*

*Change in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Corporation has changed its method of accounting for the recognition and measurement of credit losses as of January 1, 2020 due to the adoption of ASC Topic 326, *Financial Instruments – Credit Losses*.

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

February 28, 2022

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at January 1, 2019 | | | $ | 882.0 | | $ | 408.6 | | $ | 1,068.5 | | $ | 10,776.8 | | $ | (453.7) | | $ | (2,173.9) | | $ | 10,508.3 | |

| Cumulative Effect Adjustment related to the adoption of Accounting Standards Update 2016-13 | | | — | | | — | | | — | | | (10.1) | | | — | | | — | | | (10.1) | | |

| Balance at January 1, 2020 | | | 1,273.4 | | | 408.6 | | | 1,013.1 | | | 11,646.6 | | | (194.7) | | | (3,066.1) | | | 11,080.9 | | |

| Acquisition of a Business, Net of Cash Received | | | — | | | — | | | (10.5) | | |

| Proceeds from Issuance of Preferred Stock - Series E | | | — | | | — | | | 392.5 | | |

| Transfers to Leases Held For Sale from Leases | | | — | | | — | | | 53.6 | | |

terms are not perfectly matched, effectiveness is assessed using regression analysis.

condition and prospects of repayment under the revised terms, and there has been a sustained period of repayment performance (generally a minimum of six payment periods) under the revised terms.

2021 and 2020 Allowance for Credit Losses after the Adoption of Accounting Standards Update No. 2016-13

Management determines the probability weights assigned to each scenario at each quarter-end.

exposure at default for each projected quarter to determine the quantitative component of the allowance.

2019 Allowance for Credit Losses prior to the Adoption of Accounting Standards Update No. 2016-13

Allowance for Loans and Leases under the Previous “Incurred Loss” Model. As of December 31, 2019, the Allowance for Credit Losses represented management’s estimate of probable losses which occurred as of the date of the consolidated financial statements.

The loan and lease portfolio and other lending-related credit exposures were regularly reviewed to evaluate the level of the Allowance for Credit Losses.

In determining an appropriate allowance level, Northern Trust evaluated the allowance necessary for impaired loans and lending-related commitments and also estimated losses inherent in other lending-related credit exposures.

*Specific Allowance.* A loan was considered to be impaired when, based on existing information and events, management determined that it was probable that Northern Trust would be unable to collect all amounts due according to the contractual terms of the loan agreement.

Impaired loans were 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 were 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 related to the borrower’s ability to perform under the terms of the obligation as measured through the assessment of future cash flows, including consideration of collateral value, market value, and other factors.

The specific allowance was determined through an individual evaluation of loans and lending-related commitments considered impaired that was based on expected future cash flows, the value of collateral, and other factors that may impact the borrower’s ability to pay.

For impaired loans where the amount of specific allowance, if any, was determined based on the value of the underlying real estate collateral, third-party appraisals were typically obtained and utilized by management.

These appraisals were generally less than twelve months old and were subject to adjustments to reflect management’s judgment as to the realizable value of the collateral.

*Inherent Allowance.* The inherent allowance estimation methodology was based on internally developed loss data specific to the Northern Trust loan and lease portfolio.

The estimation methodology and the related qualitative adjustment framework segregated the loan and lease portfolio into homogeneous segments.

For each segment, the probability of default and the loss given default were applied to the total exposure at default to determine a quantitative inherent allowance.

The quantitative inherent allowance was then reviewed within the qualitative adjustment framework, where management applied judgment by assessing internal risk factors, potential limitations in the quantitative methodology and environmental factors that were not fully contemplated in the quantitative methodology to compute an adjustment to the quantitative inherent allowance for each segment of the loan portfolio.

Subsequent recoveries, if any, were credited to the allowance.

Northern Trust’s policies relative to the charging-off of uncollectible loans and leases were consistent across both loan and lease segments.

Determinations as to whether loan balances for which the collectability was in question were charged-off or a specific reserve was established were based on

management’s assessment as to the level of certainty regarding the amount of loss.

The Provision for Credit Losses, which was charged to income, was the amount necessary to adjust the allowance for credit losses to the level determined to be appropriate through the above processes.

As of December 31, 2019, for purposes of estimating the allowance for credit losses for undrawn loan commitments and standby letters of credit, the exposure at default included an estimated drawdown of unused credit based on a credit conversion factor.

As of December 31, [removed: 2021,] [added: 2022,] 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 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 in the SEC’s rules and forms.

Based on such evaluation, such officers have concluded that, as of December 31, [removed: 2021,] [added: 2022,] the Corporation’s disclosure controls and procedures are effective.

Management assessed the Corporation’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the criteria for effective internal control over financial reporting described in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that, as of December 31, [removed: 2021,] [added: 2022,] the Corporation maintained effective internal control over financial reporting.

Additionally, KPMG LLP, the independent registered public accounting firm that audited the Corporation’s consolidated financial statements as of, and for the year ended, December 31, [removed: 2021,] [added: 2022,] included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Corporation’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

| [added: 168 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [removed: 2021 Annual Report \| Northern Trust Corporation 167] | | |

We have audited Northern Trust Corporation and subsidiaries’ (the Corporation) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Corporation as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively, the consolidated financial statements), and our report dated February 28, [removed: 2022] [added: 2023] expressed an unqualified opinion on those consolidated financial statements.

[removed: ][added: ]

| [removed: 168 2021 Annual Report \| Northern Trust Corporation] | | | | | | [added: 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 169] | | |

February 28, 2023

February 28, 2022

The information called for by this item is incorporated by reference to “Supplemental Item – Information About Our Executive Officers” in Part I of this Annual Report on Form 10-K, as well as the following sections of the Corporation’s definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders: “Item 1 – Election of Directors,” “Information about the Nominees for Director,” “Security Ownership by Directors and Executive Officers,” “Corporate Governance – Code of Business Conduct and Ethics,” “Corporate Governance – Director Nominations and Qualifications and Proxy Access,” “Board and Board Committee Information – Audit Committee” and “Board and Board Committee Information – Board Committees.”

The information called for by this item is incorporated herein by reference to the “Compensation Discussion and Analysis,” [removed: “Compensation] [added: “Human Capital] and [removed: Benefits] [added: Compensation] Committee Report,” “Executive Compensation,” and “Director Compensation” sections of the Corporation’s definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

The information called for by this item is incorporated herein by reference to the “Security Ownership by Directors and Executive Officers,” “Security Ownership of Certain Beneficial Owners,” and “Equity Compensation Plan Information” sections of the Corporation’s definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

The information called for by this item is incorporated herein by reference to the “Board and Board Committee Information,” “Corporate Governance – Director Independence” and the “Corporate Governance – Related Person Transactions Policy” sections of the Corporation’s definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

The information called for by this item is incorporated herein by reference to the “Audit Matters” section of the Corporation’s definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

| [added: 170 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [removed: 2021 Annual Report \| Northern Trust Corporation 169] | | |

| Consolidated Balance Sheets - December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | |

| Consolidated Statements of Income - Years Ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | |

| Consolidated Statements of Comprehensive Income - Years Ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | |

| Consolidated Statements of Changes in Stockholders’ Equity - Years Ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | |

| Consolidated Statements of Cash Flows - Years Ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] | | |

| [removed: [3.4](http://www.sec.gov/Archives/edgar/data/73124/000007312419000060/february192019amendedby-la.htm)] [added: [3.4](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm)] | | | [By-laws of Northern Trust Corporation, as [removed: amended February 19, 2019 (incorporated] [added: amended](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm) [November](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm) [1](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm)[5](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm)[, 20](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm)[22](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm) [(incorporated] herein by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K [removed: filed February 19, 2019).](http://www.sec.gov/Archives/edgar/data/73124/000007312419000060/february192019amendedby-la.htm)] [added: filed](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm) [November](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm) [1](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm)[8](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm)[, 20](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm)[22](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm)[).](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm)] | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx43.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/73124/000007312423000049/a202210-kexx43.htm)] | | | [Description of securities registered pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx43.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/73124/000007312423000049/a202210-kexx43.htm)] | | |

| [removed: 170 2021 Annual Report \| Northern Trust Corporation] | | | | | | [added: 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 171] | | |

| [10.5](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm) | | | [Northern Trust Corporation Deferred Compensation Plan, as amended and restated effective as [removed: of](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm) [Octo](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)[ber 1](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)[8](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)[, 20](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)[21](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm) [(incorporated] [added: of October 18, 2021 (incorporated] herein by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)[2](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm) [to] [added: 10.2 to] the [removed: Corporation's](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm) [Report] [added: Corporation's Quarterly Report] on Form [removed: 10-](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)[Q](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm) [for the](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm) [quarter](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm) [ended](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm) [Sept](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)[ember 3](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)[0](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)[, 20](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)[21](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)[).](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)] [added: 10-Q for the quarter ended September 30, 2021).](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)] | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/73124/000119312509040606/dex10xiv.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/73124/0000950131-99-001510.txt)[8](http://www.sec.gov/Archives/edgar/data/73124/0000950131-99-001510.txt)[](http://www.sec.gov/Archives/edgar/data/73124/0000950131-99-001510.txt)] | | | [removed: [Amended and Restated Northern] [added: [Northern] Trust Corporation [removed: 2002] [added: 1997] Stock [removed: Plan, effective as of January 1, 2008] [added: Plan for Non-Employee Directors] (incorporated herein by reference to Exhibit [removed: 10(xiv)] [added: 10(xix)] to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/73124/000119312509040606/dex10xiv.htm)] [added: 1998).](http://www.sec.gov/Archives/edgar/data/73124/0000950131-99-001510.txt)] | | |

| [removed: [(i](http://www.sec.gov/Archives/edgar/data/73124/000119312513076407/d417421dex107xix.htm)[)](http://www.sec.gov/Archives/edgar/data/73124/000119312513076407/d417421dex107xix.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/73124/000119312513076407/d417421dex107xii.htm)[i](http://www.sec.gov/Archives/edgar/data/73124/000119312513076407/d417421dex107xii.htm)[v)](http://www.sec.gov/Archives/edgar/data/73124/000119312513076407/d417421dex107xii.htm)] | | | [Form of [removed: 2012] [added: 2013] Executive Stock Option [removed: Award] Terms and Conditions (incorporated herein by reference to Exhibit [removed: 10.7(xix)] [added: 10.7(xii)] to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2011).](http://www.sec.gov/Archives/edgar/data/73124/000119312513076407/d417421dex107xix.htm)] [added: 2012).](http://www.sec.gov/Archives/edgar/data/73124/000119312513076407/d417421dex107xii.htm)] | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/73124/000119312512170007/d332630dex101.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/73124/000119312512170007/d332630dex101.htm)[6](http://www.sec.gov/Archives/edgar/data/73124/000119312512170007/d332630dex101.htm)[](http://www.sec.gov/Archives/edgar/data/73124/000119312512170007/d332630dex101.htm)] | | | [Northern Trust Corporation 2012 Stock Plan (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed April 19, 2012).](http://www.sec.gov/Archives/edgar/data/73124/000119312512170007/d332630dex101.htm) | | |

| [removed: [(iv)](http://www.sec.gov/Archives/edgar/data/73124/000119312512437249/d400162dex10i.htm)] [added: [(v](http://www.sec.gov/Archives/edgar/data/73124/000007312419000166/q12019ex102.htm)[i)](http://www.sec.gov/Archives/edgar/data/73124/000007312419000166/q12019ex102.htm)] | | | [Form of [removed: 2012 Executive] [added: 2019] Stock [removed: Option] [added: Unit Award] Terms and Conditions (incorporated herein by reference to Exhibit [removed: 10(i)] [added: 10.2] to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended [removed: September 30, 2012).](http://www.sec.gov/Archives/edgar/data/73124/000119312512437249/d400162dex10i.htm)] [added: March 31, 2019).](http://www.sec.gov/Archives/edgar/data/73124/000007312419000166/q12019ex102.htm)] | | |

| [removed: [(v)](http://www.sec.gov/Archives/edgar/data/73124/000119312513076407/d417421dex107xii.htm)] [added: [(v](http://www.sec.gov/Archives/edgar/data/73124/000119312514069870/d619551dex107xi.htm)[)](http://www.sec.gov/Archives/edgar/data/73124/000119312514069870/d619551dex107xi.htm)] | | | [Form of [removed: 2013] [added: 2014] Executive Stock Option Terms and Conditions (incorporated herein by reference to Exhibit [removed: 10.7(xii)] [added: 10.7(xi)] to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/73124/000119312513076407/d417421dex107xii.htm)] [added: 2013).](http://www.sec.gov/Archives/edgar/data/73124/000119312514069870/d619551dex107xi.htm)] | | |

| [added: 172 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [removed: 2021 Annual Report \| Northern Trust Corporation 171] | | |

| [removed: [(vi)](http://www.sec.gov/Archives/edgar/data/73124/000119312514069870/d619551dex107xi.htm)] [added: [(v](http://www.sec.gov/Archives/edgar/data/73124/000007312418000141/a201710-kex107x.htm)[i)](http://www.sec.gov/Archives/edgar/data/73124/000007312418000141/a201710-kex107x.htm)] | | | [Form of [removed: 2014 Executive] [added: 2017] Stock Option [added: Award] Terms and [removed: Conditions] [added: Conditions, as amended] (incorporated herein by reference to Exhibit [removed: 10.7(xi)] [added: 10.7(x)] to the [removed: Corporation’s] [added: Corporation's] Annual Report on Form 10-K for the [removed: fiscal] year ended December 31, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/73124/000119312514069870/d619551dex107xi.htm)] [added: 2017).](http://www.sec.gov/Archives/edgar/data/73124/000007312418000141/a201710-kex107x.htm)] | | |

| [removed: [(vii)](http://www.sec.gov/Archives/edgar/data/73124/000007312418000141/a201710-kex107x.htm)] [added: [(vi](http://www.sec.gov/Archives/edgar/data/73124/000007312420000179/q12020ex102.htm)[i)](http://www.sec.gov/Archives/edgar/data/73124/000007312420000179/q12020ex102.htm)] | | | [Form of [removed: 2017] [added: 2020] Stock [removed: Option] [added: Unit] Award Terms and [removed: Conditions, as amended] [added: Conditions] (incorporated herein by reference to Exhibit [removed: 10.7(x)] [added: 10.2] to the [removed: Corporation's Annual] [added: Corporation’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/73124/000007312418000141/a201710-kex107x.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/73124/000007312420000179/q12020ex102.htm)] | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/73124/000119312512437249/d400162dex10viii.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/73124/000119312512437249/d400162dex10viii.htm)[7](http://www.sec.gov/Archives/edgar/data/73124/000119312512437249/d400162dex10viii.htm)[](http://www.sec.gov/Archives/edgar/data/73124/000119312512437249/d400162dex10viii.htm)] | | | [Northern Trust Corporation Management Performance Plan, as amended and restated effective October 16, 2012 (incorporated herein by reference to Exhibit 10(viii) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).](http://www.sec.gov/Archives/edgar/data/73124/000119312512437249/d400162dex10viii.htm) | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/73124/0000950131-99-001510.txt)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000007312418000141/a201710-kexx1011.htm)[0](http://www.sec.gov/Archives/edgar/data/73124/000007312418000141/a201710-kexx1011.htm)[](http://www.sec.gov/Archives/edgar/data/73124/000007312418000141/a201710-kexx1011.htm)] | | | [Northern Trust Corporation [removed: 1997 Stock] [added: 2018 Deferred Compensation] Plan for Non-Employee Directors (incorporated herein by reference to Exhibit [removed: 10(xix)] [added: 10.11] to the [removed: Corporation’s] [added: Corporation's] Annual Report on Form 10-K for the [removed: fiscal] year ended December 31, [removed: 1998).](http://www.sec.gov/Archives/edgar/data/73124/0000950131-99-001510.txt)] [added: 2017).](http://www.sec.gov/Archives/edgar/data/73124/000007312418000141/a201710-kexx1011.htm)] | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/73124/000119312514282591/d721743dex101.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/73124/000119312514282591/d721743dex101.htm)[9](http://www.sec.gov/Archives/edgar/data/73124/000119312514282591/d721743dex101.htm)[](http://www.sec.gov/Archives/edgar/data/73124/000119312514282591/d721743dex101.htm)] | | | [Northern Trust Corporation 1997 Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective as of July 15, 2014 (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).](http://www.sec.gov/Archives/edgar/data/73124/000119312514282591/d721743dex101.htm) | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/73124/000007312418000141/a201710-kexx1011.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1017.htm)[6](http://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1017.htm)[](http://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1017.htm)] | | | [Northern Trust Corporation [removed: 2018 Deferred Compensation Plan for] Non-Employee [removed: Directors] [added: Director Compensation Plan, as amended] (incorporated herein by reference to Exhibit [removed: 10.11] [added: 10.17] to the [removed: Corporation's] [added: Corporation’s] Annual Report on Form 10-K for the year ended December 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/73124/000007312418000141/a201710-kexx1011.htm)] [added: 2021).](http://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1017.htm)] | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/73124/000007312417000178/exhibit102keyofficerchange.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000007312417000178/exhibit102keyofficerchange.htm)[1](http://www.sec.gov/Archives/edgar/data/73124/000007312417000178/exhibit102keyofficerchange.htm)[](http://www.sec.gov/Archives/edgar/data/73124/000007312417000178/exhibit102keyofficerchange.htm)] | | | [Northern Trust Corporation Key Officer Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed April 28, 2017).](http://www.sec.gov/Archives/edgar/data/73124/000007312417000178/exhibit102keyofficerchange.htm) | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/73124/000007312417000178/exhibit101executivechangei.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000007312417000178/exhibit101executivechangei.htm)[2](http://www.sec.gov/Archives/edgar/data/73124/000007312417000178/exhibit101executivechangei.htm)[](http://www.sec.gov/Archives/edgar/data/73124/000007312417000178/exhibit101executivechangei.htm)] | | | [Northern Trust Corporation Executive Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed April 28, 2017).](http://www.sec.gov/Archives/edgar/data/73124/000007312417000178/exhibit101executivechangei.htm) | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/73124/000119312509087113/dex10iii.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000119312509087113/dex10iii.htm)[3](http://www.sec.gov/Archives/edgar/data/73124/000119312509087113/dex10iii.htm)[](http://www.sec.gov/Archives/edgar/data/73124/000119312509087113/dex10iii.htm)] | | | [Form of Non-Solicitation Agreement and Confidentiality Agreement (incorporated herein by reference to Exhibit 10(iii) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).](http://www.sec.gov/Archives/edgar/data/73124/000119312509087113/dex10iii.htm) | | |

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/73124/000007312417000147/ex101ntcltip.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000007312417000147/ex101ntcltip.htm)[4](http://www.sec.gov/Archives/edgar/data/73124/000007312417000147/ex101ntcltip.htm)[](http://www.sec.gov/Archives/edgar/data/73124/000007312417000147/ex101ntcltip.htm)] | | | [Northern Trust Corporation 2017 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed April 26, 2017).](http://www.sec.gov/Archives/edgar/data/73124/000007312417000147/ex101ntcltip.htm) | | |

| [removed: [(iii)](http://www.sec.gov/Archives/edgar/data/73124/000007312419000166/q12019ex101.htm)] [added: [(v](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm)[)](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm)] | | | [Form of [removed: 2019] [added: 2022] Performance Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/73124/000007312419000166/q12019ex101.htm)] [added: 2022).](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm)] | | |

| [removed: [(iv)](http://www.sec.gov/Archives/edgar/data/73124/000007312420000179/q12020ex101.htm)] [added: [(i](http://www.sec.gov/Archives/edgar/data/73124/000007312420000179/q12020ex101.htm)[ii](http://www.sec.gov/Archives/edgar/data/73124/000007312420000179/q12020ex101.htm)[)](http://www.sec.gov/Archives/edgar/data/73124/000007312420000179/q12020ex101.htm)] | | | [Form of 2020 Performance Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020)](https://www.sec.gov/Archives/edgar/data/73124/000007312420000179/q12020ex101.htm). | | |

| [removed: [(v)](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit101.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit101.htm)[i](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit101.htm)[v)](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit101.htm)] | | | [Form of [removed: 202](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit101.htm)[1](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit101.htm) [Performance] [added: 2021 Performance] Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit101.htm)[1](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit101.htm)[)](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit101.htm).] [added: 2021)](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit101.htm).] | | |

| [removed: [(vi)](http://www.sec.gov/Archives/edgar/data/73124/000007312418000206/q12018ex104rsugrants.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit102.htm)[i](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit102.htm)[x)](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit102.htm)] | | | [Form of [removed: 2018] [added: 2022] Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit [removed: 10.4] [added: 10.2] to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/73124/000007312418000206/q12018ex104rsugrants.htm)] [added: 2022).](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit102.htm)] | | |

| [removed: [(vii)](http://www.sec.gov/Archives/edgar/data/73124/000007312419000166/q12019ex102.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit102.htm)[viii](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit102.htm)[)](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit102.htm)] | | | [Form of [removed: 2019] [added: 2021] Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/73124/000007312419000166/q12019ex102.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit102.htm)] | | |

| [removed: [(viii)](http://www.sec.gov/Archives/edgar/data/73124/000007312420000179/q12020ex102.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/73124/000007312419000197/q22019ex101.htm)[19](http://www.sec.gov/Archives/edgar/data/73124/000007312419000197/q22019ex101.htm)[](http://www.sec.gov/Archives/edgar/data/73124/000007312419000197/q22019ex101.htm)] | | | [removed: [Form of 2020 Stock Unit Award Terms and Conditions] [added: [The Northern Trust Company Death Benefit Plan] (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.1] to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2020).](http://www.sec.gov/Archives/edgar/data/73124/000007312420000179/q12020ex102.htm)] [added: June 30, 2019).](http://www.sec.gov/Archives/edgar/data/73124/000007312419000197/q22019ex101.htm)] | | |

| [removed: [10.16](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)[5](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)[](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)] | | | [Northern Trust [removed: Corporation](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm) [Wealth Plann](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)[ing](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm) [and Tax Preparation Services] [added: Corporation Wealth Planning and Tax](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm) [Consulting](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm) [Services] Plan, as amended and restated effective January 1, [removed: 20](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)[21](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm) [(incorporated] [added: 2021 (incorporated] herein by reference to Exhibit [removed: 10](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)[.1](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm) [to] [added: 10.1 to] the [removed: Corporation’s](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm) [Report] [added: Corporation’s Quarterly Report] on Form [removed: 10-](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)[Q](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm) [for the](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm) [qu](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)[arter](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm) [ended](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm) [Sept](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)[ember 3](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)[0](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)[, 20](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)[21](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)[).](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)] [added: 10-Q for the quarter ended September 30, 2021).](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)] | | |

| [removed: [10.18](https://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1018.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1018.htm)[7](http://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1018.htm)[](http://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1018.htm)] | | | [removed: [Northern](https://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1018.htm) [Partners] [added: [Northern Partners] Incentive Plan, as amended and restated on February 22, [removed: 2022](https://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1018.htm).] [added: 2022 (incorporated herein by reference to Exhibit 10.18 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021).](http://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1018.htm)] | | |

| [removed: 172 2021 Annual Report \| Northern Trust Corporation] | | | | | | [added: 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 173] | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/73124/000007312419000088/a201810-kexx1026.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000007312419000088/a201810-kexx1026.htm)[8](http://www.sec.gov/Archives/edgar/data/73124/000007312419000088/a201810-kexx1026.htm)[](http://www.sec.gov/Archives/edgar/data/73124/000007312419000088/a201810-kexx1026.htm)] | | | [Letter Agreement with Frederick H. Waddell, dated January 23, 2019 (incorporated herein by reference to Exhibit 10.26 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018).](http://www.sec.gov/Archives/edgar/data/73124/000007312419000088/a201810-kexx1026.htm) | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/73124/000007312419000197/q22019ex101.htm)] [added: [(i)](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020i.htm)] | | | [removed: [The] [added: [Amendment Number One to The] Northern Trust Company Death Benefit [removed: Plan] [added: Plan, dated July 11, 2019 and effective May 17, 2019] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.20(i)] to the Corporation’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30, 2019).](http://www.sec.gov/Archives/edgar/data/73124/000007312419000197/q22019ex101.htm)] [added: December 31, 2020).](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020i.htm)] | | |

| [removed: [(i)](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020i.htm)] [added: [(ii)](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020ii.htm)] | | | [Amendment Number [removed: One] [added: Two] to The Northern Trust Company Death Benefit Plan, dated July [removed: 11,] [added: 29,] 2019 and effective May 17, [removed: 2019](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020i.htm) [(incorporated] [added: 2019 (incorporated] herein by reference to Exhibit [removed: 10.20](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020i.htm)[(i)](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020i.htm) [to] [added: 10.20(ii) to] the [removed: Corporation](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020i.htm)[’](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020i.htm)[s] [added: Corporation’s] Annual Report on Form [removed: 10-](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020i.htm)[K] [added: 10-K] for the year ended December 31, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020i.htm)[.](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020i.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020ii.htm)] | | |

| [removed: [(ii)](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020ii.htm)] [added: [(iii)](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020iii.htm)] | | | [Amendment Number [removed: Two] [added: Three] to The Northern Trust Company Death Benefit Plan, dated [removed: July 29, 2019] [added: March 18, 2020] and effective May 17, [removed: 2019](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020ii.htm) [(incorporated] [added: 2019 (incorporated] herein by reference to Exhibit [removed: 10.20(ii)] [added: 10.20(iii)] to the [removed: Corporation](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020ii.htm)[’](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020ii.htm)[s] [added: Corporation’s] Annual Report on Form 10-K for the year ended December [removed: 31](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020ii.htm)[, 2020)](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020ii.htm)[.](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020ii.htm)] [added: 31, 2020).](https://www.sec.gov/Archives/edgar/data/73124/000007312421000071/a202010-kexx1020iii.htm)] | | |