Northern Trust (NTRS) 10-K risk factor changes: FY2023 vs FY2022

| [removed: | | | | | | 2022] [added: 14 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 13] | | | [added: | | | | | |]

- [removed: Failures of, or disruptions to, our technological systems or breaches] [added: Breaches] of our security measures, including, but not limited to, those resulting from cyber-attacks, [added: or other information security incidents] may result in losses.

| [removed: 14 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [added: 2023 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 15] | | |

[removed: -] 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.

- The ultimate impact on us of [added: regulatory divergence between] the United [removed: Kingdom’s withdrawal from] [added: Kingdom and] the European Union remains uncertain.

- Changes in tax laws and interpretations and [removed: tax] challenges [added: to our tax positions] may affect our earnings negatively.

| [removed: | | | | | | 2022] [added: 16 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 15] | | | [added: | | | | | |]

For example, [added: from time to time] in [removed: 2022,] [added: the past,] outflows [removed: we experienced in] [added: from] certain of our products [removed: as a result of the impact of weaker markets and] [added: driven by] relative investment performance [added: or other factors] adversely impacted our overall fees derived from assets that we manage.

In response to rising inflation, the Federal Reserve Board [removed: has] increased interest rates from historically low [removed: levels.][added: levels during 2022 and 2023.]

For example, the [removed: recent] rapid increases in interest rates [removed: has] [added: during 2022 and 2023] adversely impacted the value of certain of our investment securities, with resultant impacts on our capital, liquidity, and earnings.

Additionally, [removed: recent] higher interest rates [added: historically] have caused, and may 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; or higher funding costs.

For example, the Federal Reserve Board regulates the supply of money and credit in the [removed: United States,] [added: U.S. through quantitative tightening and/or easing,] and its policies determine in large part the level of interest rates and our cost of funds for lending and investing, and play a role in contributing to or moderating levels of inflation, all of which meaningfully impact our earnings.

Further, their policies can affect our borrowers by increasing interest rates or making sources of funding less available, which may [added: increase the risk that borrowers fail to repay their loans from us.]

| [removed: 16 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [added: 2023 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 17] | | |

[removed: Changes in monetary, trade and other governmental policies are beyond our] control and can be difficult to predict, and we cannot determine the ultimate effect that any such changes would have upon our business, financial condition or results of operations.

Additionally, financial markets may be adversely affected by the [added: liquidity or capital deficiencies (actual or perceived) of financial institutions and related industry and government actions,] current or anticipated impact of military conflict (including the continuing military [removed: conflict] [added: conflicts] involving Ukraine and the Russian [removed: Federation),] [added: Federation and Israel and Hamas and other evolving events in the Middle East),] terrorism, political or civil unrest, [removed: 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, [added: sovereign debt downgrades] or [added: debt crises, or] other geopolitical events.

The cumulative effect of uncertain business conditions or economic challenges faced in various foreign markets, including fiscal or monetary concerns, [removed: rising inflation and interest rates,] economic downturns and the possibility of a recession in some jurisdictions, other economic factors (including changes in foreign currency exchange [added: rates, interest] rates and changes to tax laws or 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.

Our investment securities portfolio represents a greater proportion, and our loan [removed: and lease portfolios represent] [added: portfolio represents] a smaller proportion, of our total consolidated assets in comparison to many other financial institutions.

| [removed: | | | | | | 2022] [added: 18 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 17] | | | [added: | | | | | |]

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: increase in] [added: trend toward] hybrid and remote working arrangements in recent years, include:

- failures of technological systems or [added: networks or] breaches of security measures, including, but not limited to, those resulting from computer [removed: viruses] [added: viruses, cyber-attacks] or [removed: cyber-attacks;][added: other information security incidents;]

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

[removed: Failures of, or disruptions to, our technological systems or breaches] [added: Breaches] of our security measures, including, but not limited to, those resulting from [removed: cyber-attacks,] [added: cyber-attacks or other information security incidents,] may result in losses.

Our business is dependent on our and third parties’ information technology [removed: systems.][added: systems and networks.]

Despite our implementation of a variety of security measures, our computer systems, networks, and [removed: data] [added: data, including clients’ or our personal, proprietary, confidential and sensitive information,] could be subject to cyber-attacks [removed: and unauthorized access, use, alteration,] or [removed: destruction,] [added: other information security incidents,] such [removed: as] [added: as, among other things,] from physical and electronic break-ins or unauthorized tampering, malware and computer virus attacks, [added: ransomware attacks, social engineering attacks (including phishing attacks)] or [removed: system failures and disruptions.][added: denial-of-service attacks.]

Our systems involve the [removed: processing, storage and] [added: storage,] transmission [added: and other processing] of clients’ and our [removed: proprietary and] [added: personal, proprietary,] confidential [added: and sensitive] information, and security breaches, including [removed: cyber-attacks,] [added: cyber-attacks or other information security incidents,] could expose us to a risk of theft, [removed: loss] [added: loss, destruction, gathering, monitoring, dissemination, misappropriation, misuse, alteration,] or [removed: other misappropriation] [added: unauthorized disclosure] of [added: or unauthorized access to] this information.

Our security measures [added: also] 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 [removed: 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, dissemination, or other misappropriation of this information.][added: otherwise.]

Additionally, our computer, communications, data processing, networks, backup, business continuity or other operating, information or technology systems, including those that we outsource to [removed: other] providers, may fail to operate properly or become disabled, overloaded or damaged as a result of a number of factors, including events that are wholly or partially beyond our control, which could have a negative effect on our ability to conduct our business activities.

| [removed: 18 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [added: 2023 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 19] | | |

[removed: Additionally, we] [added: We] are subject to complex and evolving [removed: laws] [added: laws, regulations, rules, standards] and [removed: regulations] [added: contractual obligations] governing [removed: cybersecurity,] data privacy and [removed: data protection,] [added: security,] which may differ and potentially conflict, in various [removed: jurisdictions.][added: jurisdictions, and any failure to comply with these laws, regulations, rules, standards and contractual obligations could expose us to liability and/or reputational damage.]

Regulators globally are introducing the potential for greater monetary fines on institutions that suffer from breaches leading to the [added: loss,] misappropriation [added: or unauthorized access, use or disclosure] of [removed: such] [added: personal, confidential, proprietary or sensitive] information.

Most [added: U.S.] states, the EU and other non-U.S. jurisdictions also have adopted their own statutes and/or regulations concerning data privacy and security and notification of data breaches.

These and other changes in laws or regulations associated with the enhanced protection of personal and other types of information could greatly increase compliance [removed: costs and] [added: costs,] the size of potential fines related to the protection of such [removed: information.][added: information and reporting obligations in the case of cyber-attacks or other information security incidents.]

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

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

While we [added: generally] conduct security assessments on third-party vendors, we cannot be certain that their information security protocols are sufficient to withstand a cyber-attack or other [added: information] security [removed: breach.][added: incident.]

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

Reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately safeguard their systems and [added: networks and] prevent cyber-attacks [added: or other information security incidents] could disrupt our operations or the operations of our or their service providers and result in misappropriation, corruption or loss of personal, [removed: confidential] [added: confidential, proprietary,] or [removed: proprietary] [added: other sensitive] information or the inability to conduct ordinary business operations.

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

Because the techniques used to obtain unauthorized access, disable or degrade service or sabotage systems [added: and networks] change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques, to implement adequate preventative measures, or to address them until they are discovered.

- We are highly dependent on information technology systems, and networks, many of which are operated by third parties, and any failures of, or disruptions to, our or such third parties’ technological systems or networks could materially and adversely affect our business.

- We are subject to extensive and evolving government regulation and supervision that impacts our operations.

- We are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and security, which could increase the cost of doing business, compliance risks and potential liability.

Changes in monetary, trade and other governmental policies are beyond our

For example, developments related to the U.S. federal debt ceiling, including the possibility of a government shutdown, default by the U.S. government on its debt obligations, or related credit-rating downgrades, could have adverse effects on the broader economy, disrupt access to capital markets, and contribute to, or worsen, an economic recession.

For example, in 2023, and again in early 2024, we realized notable losses on the sale of available for sale securities and we may realize additional losses in the future.

- failures of the systems and facilities that support our operations;

- failure of any third-party vendor to properly execute the processes on which Northern Trust relies;

We are highly dependent on information technology systems and networks, many of which are operated by third parties, and any failures of, or disruptions to, our or such third parties’ technological systems or networks could materially and adversely affect our business.

Any failure, interruption or breach in the security of any such systems or networks could severely disrupt our 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 business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of any system, network or operational failure or disruption.

Data privacy and security risks also may derive from fraud or malice on the part of our employees or third parties, or may result from human error, software bugs, server malfunctions, software or hardware failure or other technological failure.

Also, like many large enterprises, the trend in the past several years toward a hybrid work environment that includes a combination of in-office and remote work creates a broader attack surface for, and potential vulnerabilities from, cyber threats.

Some of our vendors may store or have access to our data and may not have effective controls, processes, or practices to protect our information from loss, unauthorized disclosure, unauthorized use or misappropriation, cyber-attacks or other information security incidents.

A vulnerability in our service providers’ software or systems, a failure of our service providers’ safeguards, policies or procedures, or a cyber-attack or other information security incident affecting any of these third parties could harm our business.

It may take a significant amount of time before such an

Although we maintain insurance coverage in the event of information theft, damage, or destruction from cyber-attacks or other information security incidents, there can be no assurance that liabilities or losses we may incur will be covered under such policies, that the amount of insurance will be adequate to cover such losses, that insurance will continue to be available to us on economically reasonable terms, or at all, or that our insurer will not deny coverage as to any future claim.

Our subcustodian is also a subsidiary of a large, global financial institution with whom we have other credit exposures, which may limit the financial relationship we may have with this counterparty and has in the past made, and may in the future make, compliance with specific U.S. regulatory single counterparty credit limits more challenging.

This process requires us to make difficult and complex judgments, including forecasts of economic conditions through the life of these credit exposures.

We also manage investment products that, while not obligations of ours, may be exposed to liquidity risks.

These products, such as money market and other short-term investments provide clients a right to the return of cash or assets on limited notice.

If clients demand a return of their cash or assets, particularly on limited notice, and these investment products do not have the liquidity to support those demands, we could be forced to sell investment securities held by these investment products at unfavorable prices potentially damaging our reputation with the investment community.

For example, in the event of future turmoil in the banking

industry or other idiosyncratic events, there is no guarantee that the U.S. government will invoke the systemic risk exception, create additional liquidity programs, or take any other action to stabilize the banking industry or provide liquidity.

We are subject to extensive and evolving government regulation and supervision that impacts our operations.

We operate in a highly regulated environment, and are subject to a comprehensive statutory and regulatory regime affecting all aspects of our business and operations, including oversight by governmental agencies both inside and outside the U.S. Various regulatory bodies have demonstrated heightened scrutiny of financial institutions through many regulatory initiatives.

We cannot provide assurance that these programs and policies are or will be adequate to identify and manage internal and external compliance risks.

For example, our business may be adversely impacted by actual or alleged misconduct by an employee or other negative outcomes caused by human error.

Changes to statutes, regulations or regulatory and supervisory policies or their interpretation or implementation and the continued heightening of regulatory and supervisory requirements could affect us in substantial and unpredictable ways.

The evolving regulatory and supervisory environment and uncertainty about the timing and scope of future laws, regulations and policies may contribute to decisions we may make to suspend, reduce or withdraw from existing businesses, activities or initiatives, which may result in potential lost revenue or significant restructuring or related costs or exposures.

We also face the risk of becoming subject to new or more stringent requirements in connection with the introduction of new regulations or modification of existing regulations, which could require us to hold more capital or liquidity or have other adverse effects on our businesses or profitability.

For example, proposed changes to applicable capital and liquidity requirements, such as the Basel III Endgame Proposal and the long-term debt proposal, could result in increased expenses or cost of funding, which could negatively affect our financial results or our ability to pay dividends and engage in share repurchases.

For more information concerning our legal and regulatory obligations with respect to Basel III and long-term debt requirements, see “Supervision and Regulation” in Item 1, “Business.”

In addition, regulatory responses in connection with severe market downturns or unforeseen stress events may alter or disrupt our planned future strategies and actions.

Adverse developments affecting the overall strength and soundness of other financial institutions, the financial services industry as a whole and the general economic climate and the U.S. Treasury market could have a negative impact on perceptions about the strength and soundness of our business even if we are not subject to the same adverse developments.

For example, during 2023, the FDIC took control and was appointed receiver of Silicon Valley Bank, Signature Bank, and First Republic Bank.

The failure of other banks and financial institutions and the measures taken by governments and regulators in response to these events could adversely impact our business, financial condition and results of operations.

We are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and security, which could increase the cost of doing business, compliance risks and potential liability.

Compliance with these laws, regulations, rules and standards may require us to change and continuously update our policies, procedures and technology controls for information security, which could, among other things, make us more vulnerable to operational failures and to monetary penalties for breach of such laws, regulations, rules and standards.

In the U.S., there are numerous federal, state and local data privacy and security laws and regulations governing the collection, sharing, use, retention, disclosure, security, storage, transfer and other processing of personal information.

- 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.

Recent actions of the Federal Reserve Board and other regulatory authorities have reduced the value of financial instruments we hold and may continue to do so in the future.

increase the risk that borrowers fail to repay their loans from us.

Also, like many large enterprises, in response to the COVID-19 pandemic in recent years, a significant portion of our workforce has shifted to a hybrid work environment that includes a combination of in-office and remote work.

The increase in remote work and remote access to our systems, initially driven by the COVID-19 pandemic, also introduces potential vulnerabilities to cyber threats.

Although we maintain insurance coverage in the event of information theft, damage, or destruction from cyber breach incidents, there can be no assurance

that liabilities or losses we may incur will be covered under such policies or that the amount of insurance will be adequate to cover such losses.

cash on deposit may potentially be incurred by us.

This process requires us to make difficult and complex judgments.

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.

Global regulators have taken steps to discontinue the publication and use of interbank offered rates (each, an IBOR), encourage the development and use of alternative reference rates, and examine the progress regulated entities such as Northern Trust are making to transition from IBORs to alternative reference rates.

Publication of 1-week and 2-month USD LIBOR ceased as of December 31, 2021, and publication of the remaining USD LIBOR tenors are expected to continue until June 30, 2023.

USD LIBOR historically has been a widely used interest rate benchmark and the reference rate for our floating-rate funding, certain of the products that we own, various lending and securities transactions in which we are involved, and certain of the derivatives that we use to manage our or our clients’ risk.

Some regulators have prohibited the use of any LIBOR benchmarks in new contracts and have required that regulated entities transition existing contracts to another benchmark prior to June 30, 2023.

Although the setting of such LIBOR benchmarks may continue to be available, such prohibitions and requirements or any other change in the availability or

calculation of LIBOR or other interest rate benchmarks may affect adversely the cost or availability of floating-rate funding; the yield on loans or securities held by us; the amounts received and paid on derivative instruments we have entered into; the value of loans, securities, or derivative instruments held by us or our clients, which, in the case of assets held by our clients, could also negatively impact the amount of fees we earn in relation to such assets; the trading market for securities based on LIBOR or other benchmarks; the terms of new loans being made using different or modified reference rates; or our ability to use derivative instruments to manage risk effectively.

Various regulators, industry bodies and other market participants in the United States and other countries have developed and continue to refine alternative rate benchmarks for various financial products.

While there is no consensus on what rate or rates may become accepted by market participants as alternatives to LIBOR for new contracts after LIBOR publication ceases, a group of large banks and the Alternative Reference Rate Committee (ARRC) identified, and the Federal Reserve Bank of New York in May 2018 started to publish, the Secured Overnight Finance Rate (SOFR) as its preferred alternative to LIBOR.

The Adjustable Interest Rate (LIBOR) Act (the LIBOR Act) signed into law in March 2022, provides for the use of interest rates based on SOFR in certain contracts currently based on LIBOR and a safe harbor from liability for utilizing SOFR-based interest rates as a replacement for LIBOR.

In December 2022, the Federal Reserve Board adopted a final rule implementing the LIBOR Act by identifying benchmark rates based on SOFR that will replace LIBOR in certain financial contracts after June 30, 2023.

SOFR has different characteristics than LIBOR and may demonstrate less predictable behavior over time and across different monetary, market, and economic environments; therefore, it is unclear the extent to which SOFR will become a widely accepted replacement for LIBOR.

We are working to facilitate an orderly transition from USD LIBOR to alternative interest rate benchmarks for us and our clients and, in accordance with guidance from U.S. regulators, including the Federal Reserve Board, we stopped offering USD LIBOR in new contracts and began offering SOFR as an alternative to USD LIBOR in 2021.

While some existing USD LIBOR loans will mature or be prepaid, a portion of our loans will remain and potentially require us to name a replacement index before June 30, 2023, the date USD LIBOR ceases.

We are currently in the process of evaluating all such transitions.

The language in our USD LIBOR-based contracts and financial instruments has developed over time and may have various events that trigger when a successor rate to the designated rate would be selected.

If a trigger is satisfied, contracts and financial instruments may give a party discretion to determine the substitute index or indices for the calculation of interest rates to be selected.

Additionally, the transition to alternative rates may change our market risk profile, requiring changes to risk and pricing models.

While some instruments may contemplate a scenario where LIBOR is no longer available by providing an alternative rate setting methodology, not all instruments may have such provisions and there is significant uncertainty regarding the effectiveness of any such alternative methodologies.

There continues to be uncertainty regarding the effect that these developments, any discontinuance, modification or other reforms to LIBOR or any other interest rate benchmarks, or the establishment of alternative reference rates may have on LIBOR or other interest rate benchmarks.

Further, the transition away from the use of LIBOR and the adoption of alternative interest rate benchmarks, and uncertainty related to any such transition or adoption, has caused, and may in the future cause, us to recognize additional costs.

It may also cause us to experience operational disruptions or result in client disputes or litigation, which may negatively impact our business, financial condition or results of operations.

Various regulatory bodies have demonstrated heightened enforcement scrutiny of financial institutions through many regulatory initiatives.

Governments and regulatory agencies may take further actions to change significantly the way financial institutions are regulated, either through new legislation, new regulations, new applications of existing regulations or a combination of all of these methods.

We cannot currently predict the impact, if any, of these changes to our business.

Moreover, the current U.S. presidential administration has made, and is expected to make further, changes in the leadership and senior staffs of the federal banking agencies which are likely to impact the rulemaking, supervision, examination and enforcement priorities and policies of such agencies, the potential impacts of which, if any, we cannot predict with certainty at this time.

For example, the current U.S. presidential administration, or future administrations, could support an enhanced regulatory enforcement agenda or propose new regulations that impose greater costs on financial services companies.

While the UK’s withdrawal from the EU, commonly referred to as “Brexit,” officially became effective on December 31, 2020, certain items remain to be negotiated; therefore, the final impact remains uncertain.

Consequently, the ultimate impact of Brexit on the Corporation and the Bank remains uncertain and will depend on the terms of the post-Brexit relationships that remain to be negotiated between the UK and other EU nations, particularly in the area of financial services.

We have incurred, and may in the future continue to incur, costs associated with Brexit planning measures, while unforeseen political, regulatory, or other developments related to Brexit, or operational issues associated with any organizational restructuring related thereto, may result in additional costs and disruption to our UK and EU businesses.

A failure to agree to a sustainable and practical financial services regulatory relationship between the UK and the EU, whether on the basis of equivalence, mutual recognition or otherwise, could harm our business, financial condition and results of operations.

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: 2022.][added: 2023.]

[removed: 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.

The Corporation has a global presence with offices in [removed: 25] [added: 24] U.S. states and Washington, D.C., and across [removed: 23] [added: 22] locations in Canada, Europe, the Middle East and the Asia-Pacific region.

| ($ In Millions) | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Noninterest Income | | | $ | [removed: 4,874.0] [added: 4,791.5] | | $ | [removed: 5,081.8] [added: 4,874.0] | | $ | [removed: 4,657.6] [added: 5,081.8] | |

| Net Interest Income | | | [removed: 1,887.2] [added: 1,982.0] | | | [removed: 1,382.7] [added: 1,887.2] | | | [removed: 1,443.2] [added: 1,382.7] | | |

| Total Revenue | | | $ | [removed: 6,761.2] [added: 6,773.5] | | $ | [removed: 6,464.5] [added: 6,761.2] | | $ | [removed: 6,100.8] [added: 6,464.5] | |

| Provision for Credit Losses | | | [removed: 12.0] [added: 24.5] | | | [removed: (81.5)] [added: 12.0] | | | [removed: 125.0] [added: (81.5)] | | |

| Noninterest Expense | | | [removed: 4,982.9] [added: 5,284.2] | | | [removed: 4,535.9] [added: 4,982.9] | | | [removed: 4,348.2] [added: 4,535.9] | | |

| Income before Income Taxes | | | $ | [removed: 1,766.3] [added: 1,464.8] | | $ | [removed: 2,010.1] [added: 1,766.3] | | $ | [removed: 1,627.6] [added: 2,010.1] | |

| Provision for Income Taxes | | | [removed: 430.3] [added: 357.5] | | | [removed: 464.8] [added: 430.3] | | | [removed: 418.3] [added: 464.8] | | |

| Net Income | | | $ | [removed: 1,336.0] [added: 1,107.3] | | $ | [removed: 1,545.3] [added: 1,336.0] | | $ | [removed: 1,209.3] [added: 1,545.3] | |

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

| Net Income Applicable to Common Stock | | | $ | [removed: 1,294.2] [added: 1,065.5] | | $ | [removed: 1,503.5] [added: 1,294.2] | | $ | [removed: 1,153.1] [added: 1,503.5] | |

| Net Income – Basic | | | $ | [removed: 6.16] [added: 5.09] | | $ | [removed: 7.16] [added: 6.16] | | $ | [removed: 5.48] [added: 7.16] | |

| – Diluted | | | [removed: 6.14] [added: 5.08] | | | [removed: 7.14] [added: 6.14] | | | [removed: 5.46] [added: 7.14] | | |

| Cash Dividends Declared Per Common Share | | | [removed: 2.90] [added: 3.00] | | | [removed: 2.80] [added: 2.90] | | | 2.80 | | |

| Book Value – End of Period (EOP) | | | [removed: 49.78] [added: 53.69] | | | [removed: 53.58] [added: 49.78] | | | [removed: 51.87] [added: 53.58] | | |

| Market Price – EOP | | | [removed: 88.49] [added: 84.38] | | | [removed: 119.61] [added: 88.49] | | | [removed: 93.14] [added: 119.61] | | |

| Return on Average Common Equity | | | [removed: 12.7] [added: 10.0] | | % | [removed: 13.9] [added: 12.7] | | % | [removed: 11.2] [added: 13.9] | | % |

| Return on Average Assets | | | [removed: 0.88] [added: 0.78] | | | [removed: 0.99] [added: 0.88] | | | [removed: 0.88] [added: 0.99] | | |

| Dividend Payout Ratio | | | [removed: 47.2] [added: 59.1] | | | [removed: 39.2] [added: 47.2] | | | [removed: 51.3] [added: 39.2] | | |

| Average Stockholders’ Equity to Average Assets | | | [removed: 7.3] [added: 8.1] | | | [removed: 7.5] [added: 7.3] | | | [removed: 8.2] [added: 7.5] | | |

Net Income decreased [removed: $209.3] [added: $228.7] million, or [removed: 14%,] [added: 17%,] to [removed: $1.34] [added: $1.11] billion in [removed: 2022] [added: 2023] from [removed: $1.55] [added: $1.34] billion in [removed: 2021.][added: 2022.]

Earnings per diluted common share was [removed: $6.14] [added: $5.08] in [removed: 2022] [added: 2023] compared to [removed: $7.14] [added: $6.14] in [removed: 2021.][added: 2022.]

Return on average common equity decreased to [removed: 12.7%] [added: 10.0%] in [removed: 2022] [added: 2023] from [removed: 13.9%] [added: 12.7%] in [removed: 2021.][added: 2022.]

| | | | | | | [removed: 2022] [added: 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 35] [added: 39] | | |

Trust, Investment and Other Servicing Fees [removed: increased] [added: decreased] 2% in [removed: 2022,] [added: 2023,] as compared to a [removed: 9%] [added: 2%] increase in [removed: 2021.][added: 2022.]

Revenue increased [removed: $296.7] [added: $12.3] million to [removed: $6.76] [added: $6.77] billion in [removed: 2022] [added: 2023] from [removed: $6.46] [added: $6.76] billion in the prior year, primarily driven by [removed: increases] [added: an increase] in Net Interest Income of [removed: 36% and Trust, Investment and Other Servicing Fees of 2%,] [added: 5%,] partially offset by [removed: increased investment securities losses and] a decrease in [removed: Other Operating] [added: Foreign Exchange Trading] Income of [removed: 22%.][added: 29%.]

Client assets under custody, a component of AUC/A, [removed: decreased 16%] [added: increased 12%] from [removed: $12.61] [added: $10.60] trillion as of December 31, [removed: 2021] [added: 2022] to [removed: $10.60] [added: $11.92] trillion as of December 31, [removed: 2022.][added: 2023.]

Client assets under custody included [removed: $6.91] [added: $8.01] trillion of global custody assets as of December 31, [removed: 2022,] [added: 2023,] which [removed: decreased] [added: increased] 16% from [removed: $8.24] [added: $6.91] trillion as of December 31, [removed: 2021.][added: 2022.]

The Provision for Credit Losses in [removed: 2022] [added: 2023] was [removed: $12.0] [added: $24.5] million as compared to a [removed: release of credit reserves] [added: Provision for Credit Losses] of [removed: $81.5] [added: $12.0] million in [removed: 2021.][added: 2022.]

The provision during [removed: 2022] [added: 2023] was primarily due to [removed: an] [added: a $16.5 million] increase in the reserve evaluated on a collective basis, which relates to pooled financial assets sharing similar risk characteristics.

The [added: prior-year provision primarily reflected an] increase [removed: was] [added: in the reserve evaluated on a collective basis,] driven by weaker macroeconomic conditions [added: at the time] and portfolio growth, partially offset by improvements in credit quality.

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

The [removed: prior-year release of credit reserves primarily] [added: Provision for Credit Losses during 2022] reflected [removed: a decrease] [added: an increase] in the reserve evaluated on a collective [removed: basis,] [added: basis] driven by [removed: improvements in projected] [added: weaker] economic conditions at the time and portfolio [removed: credit quality,] [added: growth,] partially offset by [added: improvements in] portfolio [removed: growth.][added: quality.]

The [removed: decrease] [added: 2022 increase] in the collective basis reserve was primarily reflected in [removed: the] [added: certain] commercial [removed: and institutional portfolio.][added: portfolios.]

Noninterest Expense of [removed: $4.98] [added: $5.28] billion in [removed: 2022] [added: 2023] increased [removed: $447.0] [added: $301.3] million, or [removed: 10%,] [added: 6%,] from [removed: $4.54] [added: $4.98] billion in [removed: 2021,] [added: 2022,] primarily reflecting increased [removed: Compensation,] [added: Other Operating Expense,] Equipment and Software, [removed: Other Operating Expense] and [removed: Outside Services.][added: Compensation.]

The Provision for Income Taxes in [removed: 2021] [added: 2023] totaled [removed: $464.8] [added: $357.5] million, representing an effective tax rate of [removed: 23.1%.][added: 24.4%.]

Northern Trust continued to maintain a strong capital position during [removed: 2022,] [added: 2023,] with all capital ratios exceeding those required for classification as “well-capitalized” under federal bank regulatory capital requirements.

Client AUC/A increased 13% from $13.60 trillion as of December 31, 2022 to $15.40 trillion as of December 31, 2023, primarily reflecting favorable markets.

Client AUM increased 15% to $1.43 trillion as of December 31, 2023 from $1.25 trillion as of December 31, 2022.

For additional information, please refer to Provision for Credit Losses within the “Consolidated Results of Operations” section.

Investment Security Gains (Losses), net reflected $169.5 million of losses in 2023 as compared to $214.0 million of losses in 2022.

Both losses in Investment Security Gains (Losses), net in 2023 and 2022 were due to a repositioning of the available for sale debt securities portfolio.

Other Operating Income of $228.7 million in 2023 increased $37.4 million, or 19%, from $191.3 million in the prior year, primarily due to higher income associated with a market value increase in supplemental compensation plans and higher banking and credit-related services fees.

Average earning assets decreased $8.0 billion, or 6%, from $138.8 billion in 2022 to $130.8 billion in 2023, primarily due to lower client deposits, partially offset by higher borrowing activity, the net of which resulted in lower funding of earning assets.

| Total Revenue | | | $ | 6,773.5 | | $ | 6,761.2 | | $ | 6,464.5 | |

| Securities Lending | | | 167.4 | | | 148.3 | | | 195.6 | | | 13 | | | (24) | | |

Fee income in the regions decreased in 2023 from 2022 primarily due to product-related asset outflows, partially offset by favorable lagged markets.

At December 31, 2023, AUC/A increased from December 31, 2022, primarily reflecting favorable markets.

| ($ In Billions) | | | 2023 | | | 2022 | | | 2021 | | | 2023 /2022 | | | 2022 / 2021 | | |

| ($ In Billions) | | | 2023 | | | 2022 | | | 2021 | | | 2023 / 2022 | | | 2022 / 2021 | | |

| ($ In Billions) | | | 2023 | | | 2022 | | | 2021 | | | 2023 / 2022 | | | 2022 / 2021 | | |

AUM at the end of 2023 increased from 2022.

The increase primarily reflected favorable markets, net inflows, and favorable currency translation.

Other Operating Income in 2023 increased from 2022 primarily due to higher income associated with a market value increase in supplemental compensation plans and higher banking and credit-related services fees.

Investment Security Gains (Losses), net reflects a $176.4 million available for sale debt security loss arising from a repositioning of the portfolio during the fourth quarter of 2023 and a $6.9 million gain upon sale of certain available for sale debt securities in the first quarter of 2023.

In the prior year, there was a $213.0 million loss related to an intent to sell available for sale debt securities also arising from a repositioning of the portfolio.

*(7)* *Other Borrowings primarily includes advances from the Federal Home Loan Bank of Chicago.*

Average earning assets in 2023 decreased from 2022, primarily due to lower client deposits, partially offset by higher borrowing activity, the net of which resulted in lower funding of earning assets.

Average Total Interest-Bearing Liabilities increased $1.1 billion, or 1%, to $108.7 billion in 2023 from $107.6 billion in 2022.

The increase in average Stockholders’ Equity of $415.4 million, or 4%, was primarily due to higher Retained Earnings.

During the year ended December 31, 2023, the Corporation, through common stock dividends and repurchase of 4,384,678 shares of common stock, returned $977.7 million in capital to common stockholders.

During the year ended December 31, 2022, the Corporation increased its quarterly common stock dividend to $0.75 per share in the third quarter from $0.70 per share in the second quarter.

The increase in the provision for loans was primarily seen in the commercial real estate portfolio, driven by an increase in the size and duration of the portfolio, weaker economic projections for the industry, methodology updates, and credit quality deterioration on a small number of loans.

The release of credit reserves in undrawn loan commitments and letters of credit during the year ended December 31, 2023 is primarily in the commercial and institutional portfolio, reflecting a combination of credit quality improvements, an improved macroeconomic outlook for that segment, and methodology updates.

The remainder of the provision was due to $5.0 million in charge-offs and a $3.0 million increase in the individual reserve.

Severance-related charges were $36.7 million in 2023 as compared to $30.4 million in 2022.

Employee Benefits expense in 2023 decreased from 2022, primarily due to a $44.1 million pension settlement charge in 2022.

Occupancy expense in 2023 increased from 2022, primarily due to net rent increases and charges related to reducing Northern Trust’s real estate footprint.

Other Operating Expense in 2023 increased from 2022 primarily reflecting an $84.6 million FDIC special assessment and a $25.6 million charge related to the write-off of an investment in a client capability.

In November 2023, the FDIC issued a final rule to implement a special assessment to recoup losses to the deposit insurance fund associated with bank failures in the first half of 2023.

In conjunction with the special assessment, $84.6 million was recognized as an accrued liability and related expense in the fourth quarter of 2023.

The final amount of the total special assessment incurred by Northern Trust may be adjusted as the FDIC's loss estimates change.

The final rule becomes effective on April 1, 2024, with the first payment due on June 28, 2024.

Net Interest Income on an FTE basis includes FTE adjustments of $57.5 million, $45.6 million, and $35.6 million for 2023, 2022, and 2021, respectively.

| ($ In Millions) | | | 2023 | | | 2022 | | | 2021 | | | 2023 / 2022 | | | 2022 / 2021 | | |

Asset Servicing Foreign Exchange Trading Income

Foreign Exchange Trading Income for 2023 decreased from 2022, primarily driven by lower volatility, a decline in client volumes, and an unfavorable impact from foreign exchange swap activity in Treasury that is allocated to Asset Servicing.

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

| | | | | | | | | | |

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

indices, adversely impacting fees earned based on market values.

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.

Client AUC/A decreased 16% from $16.25 trillion as of December 31, 2021 to $13.60 trillion as of December 31, 2022, primarily reflecting unfavorable markets and unfavorable currency translation.

Client assets under management decreased 22% to $1.25 trillion as of December 31, 2022 from $1.61 trillion as of December 31, 2021 due to net outflows, unfavorable markets and unfavorable currency translation.

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.

Average earning assets decreased $5.0 billion, or 3%, from $143.9 billion in 2021 to $138.8 billion in 2022, primarily reflecting lower levels of Securities and short-term interest bearing deposits, partially offset by higher levels of Loans.

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

Fee income in the regions (Central, East and West) decreased in 2022 from 2021 primarily due to unfavorable markets, partially offset by lower money market fund fee waivers.

At December 31, 2022, AUC/A decreased from December 31, 2021, primarily reflecting unfavorable markets and unfavorable currency translation.

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

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

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

Assets under management at the end of 2022 decreased from 2021.

| Index | | | 62 | | % | 23 | | % | 51 | | % | 60 | | % | 24 | | % | 50 | | % | 58 | | % | 24 | | % | 50 | | % |

| Active | | | 35 | | | 37 | | | 36 | | | 37 | | | 39 | | | 38 | | | 38 | | | 39 | | | 38 | | |

| Multi-Manager | | | 3 | | | 10 | | | 5 | | | 3 | | | 9 | | | 5 | | | 4 | | | 8 | | | 5 | | |

| Other | | | — | | | 30 | | | 8 | | | — | | | 28 | | | 7 | | | — | | | 29 | | | 7 | | |

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.

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.

Beginning in the third quarter of 2021, Northern Trust became an approved Government Securities Division (GSD) netting and sponsoring member in the Fixed Income Clearing Corporation (FICC) sponsored member program, through which Northern Trust submits eligible repurchase and reverse repurchase transactions in U.S. Government securities between Northern Trust and its sponsored member clients for novation and clearing.

Average earning assets in 2022 decreased from 2021, primarily reflecting lower levels of Securities and short-term interest bearing deposits, partially offset by higher levels of Loans.

Funding of the balance sheet reflected lower levels of client deposits, partially offset by higher short-term borrowing activity.

$56.6 billion in 2021.

Average Interest-Related Funds decreased $1.1 billion, or 1%, to $107.6 billion in 2022 from $108.7 billion in 2021.

The decrease in average Stockholders’ Equity of $615.6 million, or 5%, was primarily attributable to lower Accumulated Other Comprehensive Income relative to the prior year, partially offset by higher Retained Earnings.

The 2021 purchases were predominantly made pursuant to the repurchase program authorized by the Board of Directors in July 2018.

The information called for by this item is incorporated herein by reference to the “Risk Management” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations,”] in this Annual Report on Form 10-K.

At December 31, [removed: 2022,] [added: 2023,] the Bank had consolidated assets of [removed: $154.5] [added: $150.3] billion and common bank equity capital of [removed: $10.9] [added: $11.6] billion.

The Corporation has a global presence with offices in [removed: 25] [added: 24] U.S. states and Washington, D.C., and across [removed: 23] [added: 22] locations in Canada, Europe, the Middle East and the Asia-Pacific region.

At December 31, [removed: 2022,] [added: 2023,] the Corporation had consolidated total assets of [removed: $155.0] [added: $150.8] billion and stockholders’ equity of [removed: $11.3] [added: $11.9] billion.

At December 31, [removed: 2022,] [added: 2023,] total Asset Servicing assets under custody/administration (AUC/A), assets under custody, and assets under management [added: (AUM)] were [removed: $12.71] [added: $14.36] trillion, [removed: $9.71] [added: $10.88] trillion, and [removed: $898.1 billion,] [added: $1.03 trillion,] respectively.

Wealth Management is one of the largest providers of advisory services in the United States, with AUC/A, assets under custody, and [removed: assets under management] [added: AUM] of [removed: $898.5 billion, $892.3 billion,] [added: $1.04 trillion, $1.03 trillion,] and [removed: $351.4] [added: $402.5] billion, respectively, at December 31, [removed: 2022.][added: 2023.]

| | | | | | | [removed: 2022] [added: 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 1 | | |

As discussed above, Northern Trust managed [removed: $1.25] [added: $1.43] trillion in assets as of December 31, [removed: 2022,] [added: 2023,] including [removed: $898.1 billion] [added: $1.03 trillion] for Asset Servicing clients and [removed: $351.4] [added: $402.5] billion for Wealth Management clients.

Our competitors include a broad range of financial institutions and service companies, including other custodial banks, [added: investment counseling firms,] deposit-taking institutions, asset management firms, benefits consultants, trust companies, investment banking firms, insurance companies, [removed: investment counseling firms,] and various financial technology companies, including software providers and data services firms.

In addition, Northern Trust emphasizes the development and growth of recurring [added: and scalable] sources of fee-based income and continual productivity improvements.

[removed: The Federal Reserve Board has authority to limit the activities that a financial] holding company [removed: may conduct if any depository institution controlled by the financial holding company] is found to no longer be “well-capitalized” and “well-managed” or has not received at least a “satisfactory” rating in its most recent Community Reinvestment Act (CRA) examination.

| 2 [removed: 2022] [added: 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

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

The Corporation’s nonbanking affiliates are subject to examination by the Federal Reserve Board and, in certain circumstances, other functional [removed: regulators.][added: regulators, as discussed in greater detail below.]

[removed: Other] [added: Northern Trust Securities, Inc. and other] subsidiaries of the Corporation are registered with the SEC as investment advisers and are subject to regulation by the SEC.

[removed: The] [added: As a Category II institution, the] Corporation must submit annual capital plans to the Federal Reserve Board, conduct supervisory and internal periodic stress tests to evaluate capital adequacy in adverse economic conditions, maintain enhanced risk management procedures, comply with a liquidity risk management framework (discussed below in “Liquidity Standards”) and [removed: aggregate] [added: single counterparty] credit [removed: exposure] limits, conduct liquidity stress tests, and hold a buffer of liquid assets estimated to meet funding needs during a financial stress event.

The Corporation is not subject to [added: all of] the [removed: total loss-absorbing capacity requirement, capital surcharge, enhanced supplementary leverage ratio, or aggregate credit exposure limit that apply] [added: standards applicable] to U.S. bank holding companies that are global systemically important bank holding [removed: companies.][added: companies (GSIBs), such as the total loss-absorbing capacity requirement, capital surcharge, enhanced supplementary leverage ratio, or additional single counterparty credit limits.]

[removed: Resolution Planning.] As required by Section 165(d) of the Dodd-Frank [removed: Act,] [added: Wall Street Reform and Consumer Protection Act (Dodd-Frank Act),] the Corporation is required to submit periodically to [removed: regulators] [added: the Federal Reserve Board and FDIC] a resolution plan for its rapid and orderly resolution in the event of material financial distress or failure.

In addition, [removed: under an FDIC rule (the CIDI Resolution Plan Rule)] the [removed: Bank must] [added: Bank, as an insured depository institution, is required to] submit to the FDIC periodic plans for resolution in the event of its [removed: failure.][added: failure, with the next plan being due for submission on December 1, 2024.]

The [added: Corporation’s next] 2024 165(d) [removed: Plan] [added: plan] submission is due to the FDIC and Federal Reserve Board by [removed: July 1, 2024.][added: March 31, 2025.]

| | | | | | | [removed: 2022] [added: 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 3 | | |

The public comment period on this [removed: ANPR] [added: proposed rule] ran through January [removed: 23, 2023.][added: 16, 2024.]

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 [added: systemically-important] investment firms, including certain of the Bank’s subsidiaries and branches.

[removed: Orderly Liquidation Authority.] Under the Dodd-Frank Act, certain financial companies, such as the Corporation and certain of its covered subsidiaries, can be subjected to an orderly liquidation authority if in default or danger of default and their resolution under the U.S. Bankruptcy Code would have serious adverse effects on financial stability in the United States, among other requirements set by statute.

[removed: The Volcker Rule.][added: THE VOLCKER RULE.]

The Volcker Rule [removed: bans] [added: generally prohibits banking entities, including the Bank and its affiliates, from engaging in] proprietary [removed: trading] [added: trading,] subject to [removed: exceptions,] [added: certain exemptions and exclusions,] such as for market-making, hedging, certain trading activities in U.S. and foreign sovereign debt, and trading activities related to liquidity management.

The Volcker Rule also [removed: imposes significant restrictions on sponsoring or investing in] [added: prohibits] certain [removed: “covered funds,”] [added: investments in, and relationships with, covered funds as defined in the Volcker Rule,] such as hedge [removed: funds or] [added: funds,] private equity [added: funds and similar] funds, [removed: again] subject to [removed: exceptions.][added: a number of exemptions and exclusions.]

| 4 [removed: 2022] [added: 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

Under this requirement, the Corporation [removed: in the future] could be required to [removed: provide financial assistance] [added: commit resources] to the Bank should the Bank experience financial distress.

[removed: These requirements involve both company-run and supervisory-run] testing of capital under various scenarios, including baseline and severely adverse scenarios provided by the appropriate banking regulator.

Northern Trust published the results of its most recent company-run stress tests on June [removed: 23, 2022.][added: 28, 2023.]

| | | | | | | [removed: 2022] [added: 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 5 | | |

The Bank’s risk-based and leverage capital ratios at December 31, [removed: 2022,] [added: 2023,] 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: 2022][added: 2023]

A “countercyclical buffer” of 0% to 2.5% of a banking organization’s total [removed: risk-weighted assets (RWA)] [added: RWA] for advanced approaches banking organizations, such as the Corporation, is also a component of the capital adequacy framework.

The results of the [removed: 2022 Dodd-Frank Act Stress Test,] [added: 2023 DFAST,] published by the Federal Reserve Board on June [removed: 23, 2022,] [added: 28, 2023,] 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 [removed: 2022 Capital Plan] [added: 2023 capital plan] cycle, which began on October 1, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] the Corporation and the Bank were in compliance with applicable LCR requirements.

As of December 31, [removed: 2022,] [added: 2023,] the Corporation and the Bank were in compliance with applicable NSFR requirements.

| 6 [removed: 2022] [added: 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

[removed: The Corporation and certain of its] [added: Certain] subsidiaries [added: of the Corporation] are subject to the Bank Secrecy Act of 1970, as amended by the USA PATRIOT Act of 2001 and implemented in the regulation of the federal banking regulators and [added: the] Financial Crimes Enforcement Network (FinCEN), which [removed: contain] [added: requires banks to comply with] anti-money laundering (AML) and financial transparency [removed: requirements for] [added: requirements, such as] conducting due diligence, verifying client and beneficial owner identification, and monitoring client transactions and detecting and reporting suspicious activities.

[removed: On] [added: In] September [removed: 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).

The descriptions below outline significant elements of selected laws and regulations applicable to Northern Trust and are qualified in their entirety by reference to the particular statutory or regulatory provisions summarized.

These descriptions do not summarize all laws and regulations applicable to Northern Trust or all possible or proposed changes to such laws or regulations and are not intended to be a substitute for the related statutes or regulatory provisions.

The scope of the laws and regulations, and the intensity of the supervision to which Northern Trust is subject have increased in recent years, initially in response to the financial crisis, and more recently in light of other factors, including the banking turmoil in early 2023, technological factors, market changes, and climate change concerns.

Regulatory enforcement and fines have also increased across the banking and financial services sector.

Northern Trust expects that its business will remain subject to extensive regulation and heightened supervision.

The Federal Reserve Board has authority to limit the activities that a financial holding company may conduct if any depository institution controlled by the financial

ENHANCED PRUDENTIAL STANDARDS

Under the Federal Reserve Board’s tailoring rules, the Corporation is subject to the enhanced prudential standards applicable to Category II banking organizations.

LONG-TERM DEBT AND CLEAN HOLDING COMPANY REQUIREMENTS

In the summer of 2023, the U.S. banking regulators proposed a rule that would require banking organizations with $100 billion or more in total assets to comply with long-term debt requirements and clean holding company requirements similar to those that currently apply only to GSIBs.

This proposal would also impose a long-term debt requirement on certain categories of insured depository institutions that are not consolidated subsidiaries of U.S. GSIBs, including insured depository institutions with $100 billion or more in total assets, such as the Bank.

If adopted, this proposal would require the Corporation and the Bank to each maintain a minimum outstanding eligible long-term debt amount of no less than the greatest of (i) 6% of risk-weighted assets (RWAs), (ii) 2.5% of total leverage exposure, and (iii) 3.5% of average total consolidated assets.

The Bank would be required to issue the minimum amount of eligible long-term debt to the Corporation, and the Corporation would be required to issue the minimum amount of eligible long-term debt externally.

In addition, if adopted as proposed, the clean holding company requirement would limit or prohibit the Corporation from entering into certain transactions that could impede its orderly resolution, including, for example, prohibiting the Corporation from entering into transactions that could spread losses to subsidiaries and third parties, as well as limiting the amount of the Corporation’s liabilities that are not eligible long-term debt.

RESOLUTION PLANNING

In August 2023, the Federal Reserve Board and FDIC proposed updated guidance on resolution planning requirements applicable to the Corporation under Section 165(d).

In August 2023, the FDIC issued a proposed rule that would require covered insured depository institutions, such as the Bank, to submit a full resolution plan to the FDIC every two years and submit an interim supplement in each year that it is not required to submit a full resolution plan.

The proposed rule would also increase the content requirements for plan submissions and introduce a new credibility standard for the FDIC’s evaluation of resolution plans, which would be enforceable against the covered insured depository institutions.

ORDERLY LIQUIDATION AUTHORITY.

HOLDING COMPANY AS A SOURCE OF STRENGTH

The Corporation, as a bank holding company, is required to serve as a source of financial and managerial strength to its depository institution subsidiary.

These requirements involve both company-run and supervisory-run

In July 2023, the U.S. banking agencies issued a proposed rule to implement the Basel III endgame agreement for large banks (Basel III Endgame Proposal).

The proposal would introduce a new measure of RWAs known as “Expanded Total RWAs” (the expanded risk-based approach), reflecting new RWA methodologies that generally align with changes to the global Basel Accord adopted by the Basel Committee.

The proposal would eliminate the current Basel III rule’s advanced approaches methodologies and effectively replace it with the expanded risk-based approach, which more heavily relies on standardized methodologies.

As compared with the standardized approach, the expanded risk-based approach includes more granular risk weights for credit risk and introduces a new market risk framework.

In addition, unlike the standardized approach, the expanded risk-based approach includes operational risk and credit valuation adjustment RWA components.

The Basel III Endgame Proposal, if adopted as a final rule, would maintain the current Basel III rule’s dual-requirement structure, whereby the Corporation and the Bank would be required to calculate risk-based capital ratios under both the expanded risk-based approach and the standardized approach.

In addition, the proposal would modify the standardized approach by requiring that the new market risk standards from the proposal also be applied in the standardized approach.

The Basel III Endgame Proposal would apply the stress capital buffer to risk-based capital requirements calculated under both the expanded risk-based approach and the standardized approach.

The proposal includes a proposed effective date of July 1, 2025, with three-year transition arrangements until revised standards are fully phased in on July 1, 2028.

Based on our current understanding of the proposed rule, we estimate that, if the expanded risk-based approach had applied on a fully phased-in basis as of December 31, 2023, and in the absence of taking any actions to mitigate its impact, our expanded risk-based approach RWAs as of that date would have been approximately 5% to 15% higher than our actual standardized approach RWAs as of that date.

The proposed rule would phase in the higher expanded risk-based approach RWAs on July 1 of each year during the transition, thereby increasing our regulatory capital requirements, with delayed incorporation of the potentially lower stress capital buffer calculations.

| Northern Trust Corporation | | | 11.4 | | % | 13.4 | | % | 12.3 | | % | 14.5 | | % | 14.2 | | % | 16.5 | | % | 8.1 | | % | 8.1 | | % | 8.6 | | % |

| The Northern Trust Company | | | 12.2 | | % | 14.6 | | % | 12.2 | | % | 14.6 | | % | 13.8 | | % | 16.3 | | % | 8.0 | | % | 8.0 | | % | 8.5 | | % |

In addition, in 2023, Northern Trust began publicly disclosing certain qualitative and quantitative information about its NSFR consistent with the semi-annual disclosure requirements of the Federal Reserve Board’s final rule on U.S. NSFR disclosure.

As noted above, the enhanced prudential standards impose additional liquidity requirements for large bank holding companies.

SWAPS AND OTHER DERIVATIVES.

Northern Trust is subject to comprehensive regulation of its derivatives businesses, including regulations that impose margin requirements, business conduct requirements, trade reporting, central clearing and mandatory trading on regulated exchanges or execution facilities for certain types of swaps and security-based swaps.

CFTC and U.S. Securities and Exchange Commission (SEC) rules require registration of swap dealers and security-based swap dealers, respectively, and impose numerous obligations on such registrants, including adherence to business conduct standards for all in-scope instruments.

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.

The discussion below outlines significant elements of selected laws and regulations applicable to Northern Trust.

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 broker-dealer and investment adviser, is registered with the Municipal Securities Rulemaking Board (MSRB) as a municipal securities dealer, is a member of the NFA and is registered with the CFTC as a commodity trading advisor, and is subject to the rules and regulations of these bodies.

Certain nonbanking affiliates are registered with the CFTC as commodity trading advisors and commodity pool operators and subject to supervision and regulation by the CFTC and NFA.

Subsidiaries may also be regulated by state regulators in various states.

THE DODD-FRANK ACT, AS AMENDED

The following items provide a brief description of certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), as implemented through final rules promulgated by the Federal Reserve Board and other agencies and amended by the Economic Growth, Regulatory Relief, and Consumer Protection Act (the Regulatory Relief Act), most relevant to the Corporation and its subsidiaries, including the Bank.

Enhanced Prudential Standards. The Dodd-Frank Act, as implemented by the Federal Reserve Board through various rulemakings and amended by the Regulatory Relief Act, generally imposes enhanced prudential requirements on U.S. bank holding companies with at least $100 billion in total consolidated assets, including the Corporation.

The enhanced prudential standards include stringent risk-based capital, leverage, liquidity, risk management, and stress testing requirements and single counterparty credit limits for large bank holding companies, including the Corporation.

The Federal Reserve Board also has the discretion to require these large U.S. bank holding companies to limit their short-term debt, to issue contingent capital instruments, and to provide enhanced public disclosures.

In October 2019, the Federal Reserve Board finalized a proposed rule implementing changes made by the Regulatory Relief Act.

This rule introduced a new four-category framework to determine which enhanced prudential standards and other requirements are applicable to institutions with total consolidated assets of at least $100 billion, based on asset thresholds and other risk-based factors.

Under the new rules, the Corporation is classified as a Category II institution.

The requirements under the new framework that apply to the Corporation are largely unchanged as a result of the Federal Reserve Board’s final tailoring rule for enhanced prudential standards.

On 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 on December 13, 2021, pursuant to Section 165(d) of the Dodd-Frank Act (the 2021 165(d) Plan).

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

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.

In addition, on June 27, 2018, the Bank submitted its resolution plan (the 2018 CIDI Plan) to the FDIC under the CIDI Resolution Plan Rule.

To date, no formal written feedback or guidance has been received regarding the 2018 CIDI Plan.

On January 19, 2021, the FDIC announced that it will resume requiring resolution plan submissions for insured depository

institutions with $100 billion or more in assets.

The FDIC announcement indicated that no firm will be required to submit a resolution plan without at least 12 months advance notice provided to the firm.

On August 27, 2021, the Bank received written notice from the FDIC indicating the next CIDI resolution plan will be due on or before December 1, 2023.

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 BRRD was materially amended, including with respect to the MREL requirements, effective as of December 28, 2020.

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.

Swaps and Other Derivatives. The Dodd-Frank Act imposed a regulatory structure on the over-the-counter derivatives market, including requirements for clearing, exchange trading, capital, margin, trade reporting, and recordkeeping.

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 registered provisionally as a swap dealer and its swap dealer activities are subject to the CFTC’s and NFA’s rules and regulations, including those regarding internal and external business conduct standards, transaction reporting and recordkeeping, mandatory clearing for certain swaps, trade documentation and confirmation requirements, risk management, and cross-border swap activities.

The Bank is also subject to Federal Reserve Board regulations regarding mandatory posting and collection of margin by certain swap counterparties.

HOLDING COMPANY SUPPORT UNDER THE FEDERAL DEPOSIT INSURANCE ACT

The Dodd-Frank Act amended the Federal Deposit Insurance Act (FDIA) to obligate the Federal Reserve Board to require bank holding companies, such as the Corporation, to serve as a source of financial and managerial strength for any subsidiary depository institution.

| 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 enhanced prudential standards imposed by the Dodd-Frank Act, as amended by the Regulatory Relief Act, specify certain required liquidity risk management practices for large bank holding companies and banks.

The Federal Reserve Board’s October 2019 final tailoring rule targets certain aspects of these requirements based on banking organizations’ business model and risk profile, as delineated into four risk-based categories.

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

The U.S. Department of the Treasury’s Office of Foreign Assets Control publishes lists of these prohibited parties.

The information presented under the caption “Legal Proceedings” in Note [removed: 25,] [added: 24,] “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: 2022][added: 2023]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [added: (§232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

The aggregate market value of the registrant’s common stock as of June 30, [removed: 2022] [added: 2023] (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: 2022] [added: 2023] as reported by The NASDAQ Stock Market LLC, held by non-affiliates was approximately [removed: $20.0] [added: $15.3] billion.

At January 31, [removed: 2023, 208,196,935] [added: 2024, 204,841,515] shares of common stock, $1.66 2/3 par value, were outstanding.

Portions of the registrant’s Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

| Item 1 | | | [removed: [Business](#i6aeb64e05b394825b56f87de7e2714c5_16)] [added: [Business](#i72d41da92e9f4b11ad832cd04d8bb3f6_16)] | | | [removed: [1](#i6aeb64e05b394825b56f87de7e2714c5_16)] [added: [1](#i72d41da92e9f4b11ad832cd04d8bb3f6_16)] | | |

| Item 1A | | | [Risk [removed: Factors](#i6aeb64e05b394825b56f87de7e2714c5_19)] [added: Factors](#i72d41da92e9f4b11ad832cd04d8bb3f6_19)] | | | [removed: [13](#i6aeb64e05b394825b56f87de7e2714c5_19)] [added: [14](#i72d41da92e9f4b11ad832cd04d8bb3f6_19)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i6aeb64e05b394825b56f87de7e2714c5_22)] [added: Comments](#i72d41da92e9f4b11ad832cd04d8bb3f6_22)] | | | [removed: [30](#i6aeb64e05b394825b56f87de7e2714c5_22)] [added: [32](#i72d41da92e9f4b11ad832cd04d8bb3f6_22)] | | |

| Item 2 | | | [removed: [Properties](#i6aeb64e05b394825b56f87de7e2714c5_25)] [added: [Properties](#i72d41da92e9f4b11ad832cd04d8bb3f6_28)] | | | [removed: [31](#i6aeb64e05b394825b56f87de7e2714c5_25)] [added: [34](#i72d41da92e9f4b11ad832cd04d8bb3f6_28)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i6aeb64e05b394825b56f87de7e2714c5_28)] [added: Proceedings](#i72d41da92e9f4b11ad832cd04d8bb3f6_31)] | | | [removed: [31](#i6aeb64e05b394825b56f87de7e2714c5_28)] [added: [34](#i72d41da92e9f4b11ad832cd04d8bb3f6_31)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i6aeb64e05b394825b56f87de7e2714c5_31)] [added: Disclosures](#i72d41da92e9f4b11ad832cd04d8bb3f6_34)] | | | [removed: [31](#i6aeb64e05b394825b56f87de7e2714c5_31)] [added: [34](#i72d41da92e9f4b11ad832cd04d8bb3f6_34)] | | |

| Supplemental Item | | | [Information About Our Executive [removed: Officers](#i6aeb64e05b394825b56f87de7e2714c5_34)] [added: Officers](#i72d41da92e9f4b11ad832cd04d8bb3f6_37)] | | | [removed: [31](#i6aeb64e05b394825b56f87de7e2714c5_34)] [added: [35](#i72d41da92e9f4b11ad832cd04d8bb3f6_37)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6aeb64e05b394825b56f87de7e2714c5_40)] [added: Securities](#i72d41da92e9f4b11ad832cd04d8bb3f6_43)] | | | [removed: [33](#i6aeb64e05b394825b56f87de7e2714c5_40)] [added: [37](#i72d41da92e9f4b11ad832cd04d8bb3f6_43)] | | |

| Item 6 | | | [removed: [Reserved](#i6aeb64e05b394825b56f87de7e2714c5_43)] [added: [Reserved](#i72d41da92e9f4b11ad832cd04d8bb3f6_46)] | | | [removed: [34](#i6aeb64e05b394825b56f87de7e2714c5_43)] [added: [38](#i72d41da92e9f4b11ad832cd04d8bb3f6_46)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6aeb64e05b394825b56f87de7e2714c5_46)] [added: Operations](#i72d41da92e9f4b11ad832cd04d8bb3f6_49)] | | | [removed: [35](#i6aeb64e05b394825b56f87de7e2714c5_46)] [added: [39](#i72d41da92e9f4b11ad832cd04d8bb3f6_49)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6aeb64e05b394825b56f87de7e2714c5_106)] [added: Risk](#i72d41da92e9f4b11ad832cd04d8bb3f6_106)] | | | [removed: [92](#i6aeb64e05b394825b56f87de7e2714c5_106)] [added: [95](#i72d41da92e9f4b11ad832cd04d8bb3f6_106)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#i6aeb64e05b394825b56f87de7e2714c5_109)] [added: Data](#i72d41da92e9f4b11ad832cd04d8bb3f6_109)] | | | [removed: [92](#i6aeb64e05b394825b56f87de7e2714c5_109)] [added: [95](#i72d41da92e9f4b11ad832cd04d8bb3f6_109)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6aeb64e05b394825b56f87de7e2714c5_235)] [added: Disclosure](#i72d41da92e9f4b11ad832cd04d8bb3f6_238)] | | | [removed: [168](#i6aeb64e05b394825b56f87de7e2714c5_235)] [added: [172](#i72d41da92e9f4b11ad832cd04d8bb3f6_238)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i6aeb64e05b394825b56f87de7e2714c5_238)] [added: Procedures](#i72d41da92e9f4b11ad832cd04d8bb3f6_241)] | | | [removed: [168](#i6aeb64e05b394825b56f87de7e2714c5_238)] [added: [172](#i72d41da92e9f4b11ad832cd04d8bb3f6_241)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6aeb64e05b394825b56f87de7e2714c5_244)] [added: Inspections](#i72d41da92e9f4b11ad832cd04d8bb3f6_247)] | | | [removed: [170](#i6aeb64e05b394825b56f87de7e2714c5_244)] [added: [174](#i72d41da92e9f4b11ad832cd04d8bb3f6_247)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6aeb64e05b394825b56f87de7e2714c5_250)] [added: Governance](#i72d41da92e9f4b11ad832cd04d8bb3f6_253)] | | | [removed: [170](#i6aeb64e05b394825b56f87de7e2714c5_250)] [added: [174](#i72d41da92e9f4b11ad832cd04d8bb3f6_253)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6aeb64e05b394825b56f87de7e2714c5_256)] [added: Matters](#i72d41da92e9f4b11ad832cd04d8bb3f6_259)] | | | [removed: [170](#i6aeb64e05b394825b56f87de7e2714c5_256)] [added: [174](#i72d41da92e9f4b11ad832cd04d8bb3f6_259)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6aeb64e05b394825b56f87de7e2714c5_259)] [added: Independence](#i72d41da92e9f4b11ad832cd04d8bb3f6_262)] | | | [removed: [170](#i6aeb64e05b394825b56f87de7e2714c5_259)] [added: [174](#i72d41da92e9f4b11ad832cd04d8bb3f6_262)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#i6aeb64e05b394825b56f87de7e2714c5_262)] [added: Services](#i72d41da92e9f4b11ad832cd04d8bb3f6_265)] | | | [removed: [170](#i6aeb64e05b394825b56f87de7e2714c5_262)] [added: [174](#i72d41da92e9f4b11ad832cd04d8bb3f6_265)] | | |

| Item 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i6aeb64e05b394825b56f87de7e2714c5_268)] [added: Schedules](#i72d41da92e9f4b11ad832cd04d8bb3f6_271)] | | | [removed: [171](#i6aeb64e05b394825b56f87de7e2714c5_268)] [added: [175](#i72d41da92e9f4b11ad832cd04d8bb3f6_271)] | | |

| | | | [removed: 2022] [added: 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION i | | |

| CCPA | | | California Consumer Privacy [removed: Act] [added: Act, as amended] | | |

| ii [removed: 2022] [added: 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | |

| | | | [removed: 2022] [added: 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION iii | | |

| iv [removed: 2022] [added: 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | |

| [PART I](#i72d41da92e9f4b11ad832cd04d8bb3f6_13) | | | | | | | | |

| Item 1C | | | [Cybersecurity](#i72d41da92e9f4b11ad832cd04d8bb3f6_25) | | | [33](#i72d41da92e9f4b11ad832cd04d8bb3f6_25) | | |

| [PART II](#i72d41da92e9f4b11ad832cd04d8bb3f6_40) | | | | | | | | |

| Item 9B | | | [Other Information](#i72d41da92e9f4b11ad832cd04d8bb3f6_244) | | | [174](#i72d41da92e9f4b11ad832cd04d8bb3f6_244) | | |

| [PART III](#i72d41da92e9f4b11ad832cd04d8bb3f6_250) | | | | | | | | |

| Item 11 | | | [Executive Compensation](#i72d41da92e9f4b11ad832cd04d8bb3f6_256) | | | [174](#i72d41da92e9f4b11ad832cd04d8bb3f6_256) | | |

| [PART IV](#i72d41da92e9f4b11ad832cd04d8bb3f6_268) | | | | | | | | |

| Item 16 | | | [Form 10-K Summary](#i72d41da92e9f4b11ad832cd04d8bb3f6_274) | | | [178](#i72d41da92e9f4b11ad832cd04d8bb3f6_274) | | |

| [Signatures](#i72d41da92e9f4b11ad832cd04d8bb3f6_277) | | | | | | [179](#i72d41da92e9f4b11ad832cd04d8bb3f6_277) | | |

| AUM | | | Assets Under Management | | |

| Basel III Endgame Proposal | | | Proposed rule issued by U.S. banking agencies to implement the Basel III endgame agreement for large banks | | |

| Brexit | | | The withdrawal of the United Kingdom from the European Union | | |

| Business Risk Committee | | | Business Risk Committee of the Board of Directors | | |

| DIF | | | Federal Deposit Insurance Corporation’s Deposit Insurance Fund | | |

| Investment Advisers Act | | | Investment Advisers Act of 1940, as amended | | |

| IRD | | | Interest Rate Derivative | | |

| OFAC | | | U.S. Department of the Treasury’s Office of Foreign Assets Control | | |

| UK GDPR | | | General Data Protection Regulation in the UK | | |

| [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) | | |

| ARRC | | | Alternative Reference Rate Committee | | |

| CFA | | | Criminal Finances Act (UK) | | |

| Commission | | | European Commission | | |

| CPRA | | | California Privacy Rights Act of 2020 | | |

| CRD V | | | European Commission revisions to the CRD, effective December 29, 2020 | | |

| CRR II | | | European Commission revisions to the CRR, effective June 28, 2021 | | |

| EBA | | | European Banking Authority | | |

| IBOR | | | Interbank Offered Rates | | |

| OTTI | | | Other-Than-Temporary Impairment | | |

| PPP | | | Paycheck Protection Program | | |

| Regulatory Relief Act | | | Economic Growth, Regulatory Relief, and Consumer Protection Act | | |

| SBA | | | U.S. Small Business Administration | | |

| [removed: 30 2022] [added: 32 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

Northern Trust understands the importance of managing cybersecurity risk to ensure the safety and security of our data and systems.

The Business Risk Committee of the Board of Directors (Business Risk Committee), which reports regularly to the Board, oversees management’s actions to identify, assess, mitigate and remediate material issues related to cybersecurity and technology risk as part of our enterprise risk management program and processes.

The Cybersecurity Risk Oversight Subcommittee, chaired by the former chief information officer and chief transformation officer of a Fortune 50 company, assists the Business Risk Committee in discharging its oversight duties with respect to cybersecurity risk and meets on a regular basis to provide for an even deeper focus on, and governance framework around, cybersecurity risks inherent in the Corporation’s business.

The Business Risk Committee, Cybersecurity Risk Oversight Subcommittee, and the Board are regularly briefed on the organization’s cybersecurity posture by senior management, including the Chief Executive Officer, Chief Information Officer (CIO), Chief Risk Officer, Head of Non-Financial Risk and Chief Information Risk Officer (CIRO), and Chief Information Security Officer (CISO).

The CISO, a Certified Information Systems Security Professional (CISSP) with nearly 30 years of relevant experience, reports to the CIO and is responsible for identifying, managing, and, if necessary, remediating cybersecurity risk to ensure the protection of our data, network, and systems.

The primary management-level committees responsible for assessing and managing cybersecurity risk are the Information Technology Oversight Committee, chaired by the CIO, who has over 20 years of experience in technology leadership roles, and the Information Technology Risk Committee, chaired by the CIRO, who has over 20 years of cybersecurity and risk management experience.

Effective management of risks related to the confidentiality, integrity, and availability of information is crucial in an environment of increasing cybersecurity threats and requires a structured approach to establish and communicate expectations and required practices.

Northern Trust’s cybersecurity and technology risk management program provides the overall structure for managing the respective risks in a sustainable manner supported by an organizational structure that reflects support from executive management and includes risk committees comprised of members from across the business.

The program is supported by the Cyber and Technology Risk Management Policy and Framework approved by the Business Risk Committee.

The Cyber and Technology Risk Management Policy and Framework are based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework and provide a comprehensive overview of cybersecurity and technology risk management governance activities pertaining to the confidentiality of information, integrity of systems, data and processes, and the availability of business functions that may be adversely impacted.

These governance processes, internal controls, and risk management practices, which are part of our enterprise risk management program and processes, are designed to keep risk at levels appropriate to Northern Trust’s overall risk appetite and the inherent risk in the markets in which Northern Trust operates.

Northern Trust employees are responsible for promoting cybersecurity as well as adhering to applicable policies and standards to safeguard data and business systems.

In cases where Northern Trust relies on vendors to perform services, controls are routinely reviewed for alignment with industry standards and their ability to protect information.

Any findings identified are remediated following a risk-based approach.

In addition to the cybersecurity controls managed and monitored within the organization, Northern Trust uses external third-party security teams on a regular basis to assess effectiveness of our cybersecurity program and controls.

These teams perform program maturity assessments, penetration tests, security assessments, and reviews of Northern Trust’s vulnerability to cyber-attacks.

Northern Trust also operates a global security operations center for threat identification and response.

This center aggregates security threat information from systems and platforms across the business and alerts the organization in accordance with its documented Cybersecurity Incident Response Plan.

The Cybersecurity Incident Response Plan was developed to respond to cybersecurity incidents.

A cybersecurity incident can include, but is not limited to, disruptions of service, denials-of-service, compromises of information systems, data exfiltration or data corruption.

The plan provides a streamlined approach that can be invoked rapidly to address matters that raise enterprise concern and to communicate impact, actions, and status to senior management, including the CISO, CIRO, and appropriate stakeholders.

The plan design includes enterprise-level response plans, including escalation to appropriate Board-level governance committees, and is reviewed, tested, and updated regularly.

Northern Trust’s disclosure procedures and controls also address cybersecurity incidents and include elements to ensure an analysis of potential disclosure obligations arising from any such incidents.

Northern Trust maintains compliance programs to address the applicability of restrictions on securities trading while in possession of material, nonpublic information, including instances in which such information may relate to cybersecurity incidents.

Northern Trust also maintains a comprehensive Information and Cyber Security Training and Awareness practice providing baseline and targeted education and awareness for employees and contractors.

This program includes at least one required annual online training class for all employees and contractors, supplemental refresher training throughout the year, targeted training based on roles and risk levels, multiple simulated phishing and vishing attacks with associated training, the distribution of regular cybersecurity awareness materials, and the designation of individuals as Information Security and Privacy champions within the businesses.

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| | | | | | | 2023 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 33 | | |

To date, Northern Trust has not identified any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

However, despite our efforts, we cannot eliminate all risks from cybersecurity threats or incidents, or provide assurances that we have not experienced an undetected cybersecurity threat or incident.

For more information about these risks, see, “Breaches of our security measures, including, but not limited to, those resulting from cyber-attacks or other information security incidents, may result in losses,” in Item 1A, “Risk Factors.”

Financial services are provided by the Bank and other subsidiaries of the Corporation through a network of offices in [removed: 25] [added: 24] U.S. states and Washington, D.C., and across [removed: 23] [added: 22] locations in Canada, Europe, the Middle East and the Asia-Pacific region.

Additional support and operations activity originates from four facilities in India, [removed: two facilities] [added: one facility] in Ireland, and one facility in the Philippines, all of which are leased.

For additional information relating to properties and lease commitments, refer to Note [removed: 9,] [added: 8,] “Buildings and Equipment” and Note [removed: 10,] [added: 9,] “Lease Commitments,” included under Item 8, “Financial Statements and Supplementary Data,” and which information is incorporated herein by reference.

| [removed: | | | | | | 2022] [added: 34 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 31] | | | [added: | | | | | |]

O’Grady - Mr. O’Grady, age [removed: 57,] [added: 58,] joined Northern Trust in 2011 and has served as Chairman of the Board since 2019, as Chief Executive Officer since 2018 and as President since 2017.

[removed: Allnutt] [added: Levy] - Ms. [removed: Allnutt,] [added: Levy,] age [removed: 46,] [added: 66,] joined Northern Trust in [removed: 2008] [added: 2014] and has served as [removed: an] Executive Vice President [removed: since 2020] and [removed: as Controller] [added: General Counsel] since [removed: 2019.][added: that time.]

Cherecwich - Mr. Cherecwich, age [removed: 58,] [added: 59,] joined Northern Trust in 2007 and has served as Executive Vice President and President of Asset Servicing since 2017.

Fradkin - Mr. Fradkin, age [removed: 61,] [added: 62,] joined Northern Trust in 1985 and has served as Executive Vice President and President of Wealth Management since 2014.

Gossett - Mr. Gossett, age [removed: 61,] [added: 62,] joined Northern Trust in 1983 and has served as Executive Vice President and Chief Risk Officer since 2020.

[removed: Levy] [added: Parker] - Ms. [removed: Levy,] [added: Parker,] age [removed: 65,] [added: 63,] joined Northern Trust in [removed: 2014] [added: 1982] and has served as Executive Vice President and [removed: General Counsel] [added: President of Europe, Middle East and Africa] since [removed: that time.][added: 2017.]

[removed: Parker] [added: Karpinski] - Ms. [removed: Parker,] [added: Karpinski,] age [removed: 62,] [added: 61,] joined Northern Trust in [removed: 1982] [added: 2006] and has served as Executive Vice President [added: since 2016] and [removed: President] [added: as Global Head] of [removed: Europe, Middle East and Africa] [added: Regulatory Affairs] since [removed: 2017.][added: December 2023.]

South - Mr. South, age [removed: 53,] [added: 54,] joined Northern Trust in 1999 and has served as Executive Vice President and Chief Information Officer since 2018.

Alexandria Taylor - Ms. Taylor, age [removed: 40,] [added: 41,] joined Northern Trust as Executive Vice President and Chief Human Resources Officer in [removed: October] 2022.

Tyler - Mr. Tyler, age [removed: 51,] [added: 52,] joined Northern Trust in 2011 and has served as Executive Vice President and Chief Financial Officer since 2020.

| [removed: 32 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [added: 2023 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 35] | | |

Daniel E.

Gamba - Mr. Gamba, age 56, joined Northern Trust as Executive Vice President and President of Asset Management in April 2023.

Before joining Northern Trust, Mr. Gamba spent over two decades at Blackrock, Inc., where he served as Co-Head of Fundamental Equities from 2020 to February 2023, as Global Head of Active Equity Product Strategy from 2016 to 2020, and as Head of Americas Institutional iShares Business and Co-Head iShares U.S. from 2011 to 2016.

Prior to that, Mr. Gamba served in various executive roles at Blackrock, Inc.

Jane B.

Ms. Karpinski previously served as Chief Audit Executive from 2017 to December 2023, and as Controller from 2013 to 2017.

Prior to that, she served as International Chief Financial Officer from 2012 to 2013, and as Chief Financial Officer for Europe, Middle East and Africa from 2007 to 2012.

John P.

Landers - Mr. Landers, age 51, joined Northern Trust in 2003 and has served as a Senior Vice President and as Controller since December 2023.

Mr. Landers previously served as Chief Productivity Officer from January 2023 to December 2023 and as Chief Financial Officer of Asset Servicing from September 2015 to January 2023.

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| 36 2023 ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

Lauren E.

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

Our common stock is listed on The NASDAQ Stock Market LLC under the symbol “NTRS.” There were [removed: 1,545 shareholders] [added: 1,474 stockholders] of record as of January 31, [removed: 2023.][added: 2024.]

The following table shows certain information relating to the Corporation’s purchases of common stock for the three months ended December 31, [removed: 2022.][added: 2023.]

TABLE 3: REPURCHASES OF COMMON STOCK IN THE FOURTH QUARTER OF [removed: 2022][added: 2023]

For more information, please refer to Note [removed: 14,] [added: 13,] “Stockholders’ Equity,” provided in Item 8, “Financial Statements and Supplementary Data.”

| | | | | | | [removed: 2022] [added: 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 33] [added: 37] | | |

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: 2022.][added: 2023.]

The cumulative total stockholder return assumes the investment of $100 in the Corporation’s common stock and in each index on December 31, [removed: 2017] [added: 2018] and assumes reinvestment of dividends.

Total Return Assumes $100 Invested [removed: on][added: on December 31, 2018 with Reinvestment of Dividends]

[removed: ][added: ]

| | | | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | [removed: 2022] [added: 2022] | | | [added: 2023 | | |]

| October 1 - 31, 2023 | | | 316,100 | | | $ | 64.51 | | 316,100 | | | 22,613,252 | | |

| November 1 - 30, 2023 | | | 1,010,300 | | | 74.21 | | | 1,010,300 | | | 21,602,952 | | |

| December 1 - 31, 2023 | | | 609,500 | | | 80.68 | | | 609,500 | | | 20,993,452 | | |

| Total (Fourth Quarter) | | | 1,935,900 | | | $ | 74.66 | | 1,935,900 | | | 20,993,452 | | |

| Northern Trust | | | $ | 100 | | $ | 131 | | $ | 119 | | $ | 156 | | $ | 119 | | $ | 118 | |

| S&P 500 Index | | | 100 | | | 131 | | | 156 | | | 200 | | | 164 | | | 207 | | |

| KBW Bank Index | | | 100 | | | 136 | | | 122 | | | 169 | | | 133 | | | 132 | | |

| October 1 - 31, 2022 | | | — | | | $ | — | | — | | | 25,000,000 | | |

| November 1 - 30, 2022 | | | — | | | — | | | — | | | 25,000,000 | | |

| December 1 - 31, 2022 | | | — | | | — | | | — | | | 25,000,000 | | |

| Total (Fourth Quarter) | | | — | | | $ | — | | — | | | 25,000,000 | | |

December 31, 2017 with Reinvestment of Dividends

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

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

| KBW Bank Index | | | 100 | | | 82 | | | 112 | | | 100 | | | 139 | | | 109 | | |

| [removed: 34 2022] [added: 38 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

We have audited the accompanying consolidated balance sheets of Northern Trust Corporation and subsidiaries (the Corporation) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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 [removed: 28, 2023] [added: 27, 2024] expressed an unqualified opinion on the effectiveness of the Corporation’s internal control over financial reporting.

| [removed: 92 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [added: 2023 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 95] | | |

*Assessment of the allowance for credit losses for commercial loans [removed: and leases] evaluated on a collective basis*

As discussed in Notes 1 and [removed: 7] [added: 6] to the consolidated financial statements, the Corporation’s allowance for credit losses for commercial loans [removed: and leases] evaluated on a collective basis (the collective ACL) was [removed: $105.8] [added: $135.4] million of a total allowance for credit losses assigned to loans [removed: and leases] of [removed: $144.3] [added: $178.7] million as of December 31, [removed: 2022.][added: 2023.]

The estimation methodology and the related qualitative adjustment framework segregate the loan [removed: and lease] portfolio into segments based on loan and obligor specific factors, including loan type, borrower type, collateral type, loan size, and borrower credit quality.

Specifically, the assessment encompassed the evaluation of the quantitative component of the collective ACL methodology, including the methods and models used to estimate the PD and LGD and their significant assumptions, the multiple economic forecast scenarios and macroeconomic factors and their respective weightings, and borrower ratings for certain commercial [removed: loans and leases.][added: loans.]

- analysis of the allowance for credit losses for loans [removed: and leases] results.

| [removed: | | | | | | 2022] [added: 96 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 93] | | | [added: | | | | | |]

- testing individual borrower ratings for a selection of commercial loan [removed: and lease] relationships by evaluating the financial performance of the borrower, sources of repayment, and any relevant guarantees or underlying collateral.

[removed: ][added: ]

| [removed: 94 2022 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [added: 2023 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 97] | | |

| | | | [removed: DECEMBER] [added: DECEMBER] 31, [added: 2023] | | | | | | [added: | | | | | | | | | | | | | | |]

| (In Millions Except Share Information) | | | [removed: 2022] [added: 2023] | | | [added: 2022 | | |] 2021 | | |

| Cash and Due from Banks | | | [removed: $] [added: $] | [removed: 4,654.2] [added: 4,654.2] | | $ | [removed: 3,056.8] [added: 4,654.2] | | [added: $ | 4,654.2 | | $ | — | | $ | — | |]

| Federal Reserve and Other Central Bank Deposits | | | [removed: 40,030.4] [added: 40,030.4] | | | [removed: 64,582.2] [added: 40,030.4] | | | [added: — | | | 40,030.4 | | | — | | |]

| Interest-Bearing Deposits with Banks | | | [removed: 1,941.1] [added: 1,941.1] | | | [removed: 1,949.4] [added: 1,941.1] | | | [added: — | | | 1,941.1 | | | — | | |]

| Federal Funds Sold | | | [removed: 32.0] [added: —] | | | [removed: —] [added: 32.0] | | |

| Securities Purchased under Agreements to Resell | | | [removed: 1,070.3] [added: 1,070.3] | | | [removed: 686.4] [added: 1,070.3] | | | [added: — | | | 1,070.3 | | | — | | |]

| Available for Sale (Amortized cost of [removed: $27,760.0] [added: $23,659.0] and [removed: $37,948.5)] [added: $27,760.0)] | | | [removed: 26,699.9] [added: 23,089.8] | | | [removed: 38,010.5] [added: 26,699.9] | | |

| Held to Maturity (Fair value of [removed: $22,879.3] [added: $24,473.0] and [removed: $23,315.4)] [added: $22,879.3)] | | | [removed: 25,036.1] [added: 26,221.7] | | | [removed: 23,564.5] [added: 25,036.1] | | |

| Trading Account | | | [removed: 95.2] [added: —] | | | [removed: 0.3] [added: 95.2] | | |

| Total Debt Securities | | | [removed: 51,831.2] [added: 49,311.5] | | | [removed: 61,575.3] [added: 51,831.2] | | |

| Loans and Leases | | | [added: 2,551.1] | | | [added: 1,344.3] | | | [added: 713.5 | | |]

| Commercial | | | [removed: 21,635.6] [added: 25,412.8] | | | [removed: 18,487.4] [added: 21,635.6] | | |

| Personal | | | [removed: 21,257.7] [added: 22,204.2] | | | [removed: 21,993.2] [added: 21,257.7] | | |

| Total Loans [removed: and Leases] (Net of unearned income of [removed: $9.0] [added: $5.9] and [removed: $10.4)] [added: $9.0)] | | | [removed: 42,893.3] [added: 47,617.0] | | | [removed: 40,480.6] [added: 42,893.3] | | |

| Allowance for Credit Losses | | | [removed: (161.1)] [added: (192.3)] | | | [removed: (150.6)] [added: (161.1)] | | |

| Buildings and Equipment | | | [removed: 500.5] [added: 502.2] | | | [removed: 488.7] [added: 500.5] | | |

| Client Security Settlement Receivables | | | [removed: 1,698.3] [added: 212.6] | | | [removed: 1,941.2] [added: 1,698.3] | | |

| Goodwill | | | [removed: 691.3] [added: 702.3] | | | [removed: 706.2] [added: 691.3] | | |

| Other Assets | | | [removed: 9,855.2] [added: 10,788.4] | | | [removed: 8,573.6] [added: 9,855.2] | | |

| Total Assets | | | $ | [removed: 155,036.7] [added: 150,783.1] | | $ | [removed: 183,889.8] [added: 155,036.7] | |

| Demand and Other Noninterest-Bearing | | | $ | [removed: 16,582.7] [added: 14,246.4] | | $ | [removed: 22,028.2] [added: 16,582.7] | |

| Savings, Money Market and Other Interest-Bearing | | | [removed: 31,128.6] [added: 25,252.1] | | | [removed: 35,003.1] [added: 31,128.6] | | |

| Savings Certificates and Other Time | | | [removed: 1,981.3] [added: 4,109.7] | | | [removed: 842.7] [added: 1,981.3] | | |

| Non U.S. Offices — Noninterest-Bearing | | | [removed: 8,757.6] [added: 8,584.7] | | | [removed: 26,287.3] [added: 8,757.6] | | |

| — Interest-Bearing | | | [removed: 65,481.9] [added: 63,971.1] | | | [removed: 75,767.1] [added: 65,481.9] | | |

| Total Deposits | | | [removed: 123,932.1] [added: 116,164.0] | | | [removed: 159,928.4] [added: 123,932.1] | | |

February 27, 2024

| Loans | | | | | | | | |

| Provision for (Release of) Credit Losses | | | 24.5 | | | 12.0 | | | (81.5) | | |

*See accompanying notes to consolidated financial statements on pages 102-171.*

| Excise Tax on Share Repurchases | | | — | | | — | | | — | | | — | | | — | | | (2.5) | | | (2.5) | | |

| Balance at December 31, 2023 | | | $ | 884.9 | | $ | 408.6 | | $ | 1,009.6 | | $ | 14,233.8 | | $ | (1,137.9) | | $ | (3,501.1) | | $ | 11,897.9 | |

*See accompanying notes to consolidated financial statements on pages 102-171.*

| Net Income | | | $ | 1,107.3 | | $ | 1,336.0 | | $ | 1,545.3 | |

| Proceeds from Long-Term Debt | | | 2,000.0 | | | — | | | — | | |

| Proceeds from Senior Notes | | | — | | | 1,988.8 | | | — | | |

*See accompanying notes to consolidated financial statements on pages 102-171.*

income.

Additionally, a loan that has been formally

Loan Modifications to Borrowers Experiencing Financial Difficulty - After the Adoption of Accounting Standards Update No. 2022-02. For borrowers experiencing financial difficulties, Northern Trust may provide payment relief by modifying the terms of the original loan.

Northern Trust considers payment deferrals of less than 90 days as insignificant, absent any material modifications to other loan terms.

The expected credit loss for modifications to borrowers experiencing financial difficulty is measured based on either the expected future cash flows, the value of collateral, or other factors that may impact the borrower’s ability to pay.

When the discounted cash flow method is applied, the expected credit loss reflects the difference between the amortized cost basis and the present value of the expected cash flows and is measured based upon the present value of expected future cash flows, discounted at the post-modification effective interest rate and contractual terms.

The nature and extent of further deterioration in credit quality, including a subsequent default, is considered in the determination of an appropriate level of allowance for credit losses for all loan modifications to borrowers experiencing financial difficulty.

In subsequent years, a TDR may have ceased to be reported if the loan was modified at a market rate and performed according to the modified terms for at least six payment periods.

If a loan’s contractual interest rate varied based on subsequent changes in an independent factor, such as an index or rate, the loan’s effective interest rate was calculated based on the factor as it changed over the life of the loan.

Northern Trust elected not to project changes in the factor for purposes of estimating expected future cash flows.

If the loan was collateral dependent, the expected loss was measured based on the fair value of the collateral at the reporting date.

If the loan valuation was less than the recorded value of the loan, either an allowance was established, or a charge-off was recorded, for the difference.

In determining an appropriate allowance level, management evaluates numerous variables, many

of which are interrelated or dependent on other assumptions and estimates, and takes into consideration past events, current conditions and reasonable and supportable forecasts.

assets, generally ranging from 3 to 10 years.

On January 1, 2023, Northern Trust adopted Accounting Standards Update (ASU) No. 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method” (ASU 2022-01).

The amendments in ASU 2022-01 expand the current last-of-layer hedging model from a single-layer method to allow multiple hedged layers of a single closed portfolio.

To reflect that expansion, the last-of-layer method is renamed the portfolio layer method.

In addition, ASU 2022-01 (1) expands the scope of the portfolio layer method to include non-prepayable assets, (2) specifies eligible hedging instruments in a single-layer hedge, (3) provides additional guidance on the accounting for and disclosure of hedge basis adjustments under the portfolio layer method and (4) specifies how hedge basis adjustments should be considered when determining credit losses for the assets included in the closed portfolio.

On January 1, 2023, Northern Trust adopted ASU No. 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (ASU 2022-02).

The amendments in ASU 2022-02 eliminate the accounting guidance for troubled debt restructurings (TDRs) for creditors that have adopted the current expected credit losses accounting standard while enhancing disclosure requirements for certain loan refinancings and restructurings made to borrowers experiencing financial difficulty.

In addition, ASU 2022-02 requires that a public business entity disclose current-period gross charge-offs by year of origination for financing receivables and net investment in leases.

Please refer to Note 5, “Loans” for further information.

On January 1, 2023, Northern Trust adopted ASU No. 2022-04, “Liabilities—Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations” (ASU 2022-04).

The amendments in ASU 2022-04 enhance the transparency about the use of supplier finance programs for investors or other allocators of capital.

Specifically, ASU 2022-04 requires that a buyer in a supplier finance program disclose sufficient qualitative and quantitative information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.

The significant unobservable inputs used in the fair value measurement are Northern Trust’s own assumptions about

| | | | DECEMBER 31, 2023 | | | | | | | | | | | | | | | | | |

| Money Market Investment | | | 95.0 | | | | | | — | | | — | | | — | | | 95.0 | | |

February 28, 2023

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

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

| Redemption of Preferred Stock, Series C | | | (388.5) | | | — | | | — | | | (11.5) | | | — | | | — | | | (400.0) | | |

| Redemption of Preferred Stock - Series C | | | — | | | — | | | (400.0) | | |

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.

identification basis and are reported within Investment Security Gains (Losses), net, on the consolidated statements of income.

A loan

Collateral Dependent Financial Assets. A financial asset is collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral.

Most of Northern Trust’s collateral dependent credit exposure relates to its residential real estate portfolio for which the collateral is usually the underlying real estate property.

Northern Trust employs multiple scenarios over a reasonable and supportable period (currently two years) to project future conditions.

For periods beyond the reasonable and supportable period, Northern Trust reverts to its own historical loss experiences on a straight-line basis over four quarters.

methodologies for the individual loan segments were developed.

utilizes a similar approach as the one used for the HTM debt securities portfolio.

contractual settlement date accounting that have not yet settled.

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.

On December 21, 2022, Northern Trust adopted ASU No. 2022-06, “Reference Rate Reform (Topic 848) and Derivatives and Hedging (Topic 815): Deferral of the Sunset Date of Topic 848” (ASU 2022-06).

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, 2021 | | | | | | | | | | | | | | | | | | | | |

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

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

| Trading Account | | | — | | | | | | 0.3 | | | — | | | — | | | 0.3 | | |

| Total Available for Sale and Trading Debt Securities | | | 2,426.1 | | | | | | 35,584.7 | | | — | | | — | | | 38,010.8 | | |

| Foreign Exchange Contracts | | | — | | | | | | 2,207.4 | | | — | | | (1,530.7) | | | 676.7 | | |

| Interest Rate Contracts | | | — | | | | | | 140.0 | | | — | | | (3.1) | | | 136.9 | | |

| Total Derivatives Assets | | | — | | | | | | 2,347.4 | | | — | | | (1,533.8) | | | 813.6 | | |

| Foreign Exchange Contracts | | | — | | | | | | 1,998.8 | | | — | | | (1,234.5) | | | 764.3 | | |

As of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] the Corporation’s disclosure controls and procedures are effective.

Management assessed the Corporation’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

| [removed: 168 2022] [added: 172 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

We have audited Northern Trust Corporation and subsidiaries’ (the Corporation) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 28, 2023] [added: 27, 2024] expressed an unqualified opinion on those consolidated financial statements.

[removed: ][added: ]

| | | | | | | [removed: 2022] [added: 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 169] [added: 173] | | |

February 27, 2024

February 28, 2023

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended) adopted, terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Not applicable.

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: 2023] [added: 2024] 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,” “Human Capital and Compensation Committee Report,” “Executive Compensation,” and “Director Compensation” sections of the Corporation’s definitive Proxy Statement for the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Stockholders.

| [removed: 170 2022] [added: 174 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

| Consolidated Balance Sheets - December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | |

| Consolidated Statements of Income - Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | |

| Consolidated Statements of Comprehensive Income - Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | |

| Consolidated Statements of Changes in Stockholders’ Equity - Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | |

| Consolidated Statements of Cash Flows - Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | |

| [3.4](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm) | | | [By-laws of Northern Trust Corporation, as [removed: 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] [added: amended November 15, 2022 (incorporated] herein by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K [removed: 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)] [added: filed November 18, 2022).](http://www.sec.gov/Archives/edgar/data/73124/000007312422000212/november152022amendedby-la.htm)] | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/73124/000007312423000049/a202210-kexx43.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/73124/000007312424000073/a202310-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/73124/000007312423000049/a202210-kexx43.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/73124/000007312424000073/a202310-kexx43.htm)] | | |

| | | | | | | [removed: 2022] [added: 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 171] [added: 175] | | |

| [(i)](https://www.sec.gov/Archives/edgar/data/73124/000007312423000049/a202210-kexx102i.htm) | | | [Amendment Number One, dated December 28, 2022 and effective January 1, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/73124/000007312423000049/a202210-kexx102i.htm)] [added: 2023 (incorporated herein by reference to Exhibit 10.2(i) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022).](https://www.sec.gov/Archives/edgar/data/73124/000007312423000049/a202210-kexx102i.htm)] | | |

| [(iii)](https://www.sec.gov/Archives/edgar/data/73124/000007312423000049/a202210-kexx103iii.htm) | | | [Amendment Number Three, dated December 28, 2022 and effective January 1, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/73124/000007312423000049/a202210-kexx103iii.htm)] [added: 2023 (incorporated herein by reference to Exhibit 10.3(iii) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022).](https://www.sec.gov/Archives/edgar/data/73124/000007312423000049/a202210-kexx103iii.htm)] | | |

| [(i)](https://www.sec.gov/Archives/edgar/data/73124/000007312423000049/a202210-kexx104i.htm) | | | [Amendment Number One, dated December 28, 2022 and effective January 1, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/73124/000007312423000049/a202210-kexx104i.htm)] [added: 2023 (incorporated herein by reference to Exhibit 10.4(i) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022).](https://www.sec.gov/Archives/edgar/data/73124/000007312423000049/a202210-kexx104i.htm)] | | |

| [removed: [10.5](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)[4](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)[](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)] | | | [Northern Trust Corporation [removed: Deferred Compensation] [added: Wealth Planning and Tax Consulting Services] Plan, as amended and restated effective [removed: as of October 18,] [added: January 1,] 2021 (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.1] to the [removed: Corporation's] [added: Corporation’s] Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2021).](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit102.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/73124/000007312421000272/q32021exhibit101.htm)] | | |

| [removed: [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)] [added: [10.6](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: [(](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)] [added: [(](http://www.sec.gov/Archives/edgar/data/73124/000119312514069870/d619551dex107xi.htm)[i](http://www.sec.gov/Archives/edgar/data/73124/000119312514069870/d619551dex107xi.htm)[v)](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)] | | |

| [removed: [(v](http://www.sec.gov/Archives/edgar/data/73124/000119312514069870/d619551dex107xi.htm)[)](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)[)](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: [(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)] [added: [(vi)](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: 172 2022] [added: 176 2023] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

| [removed: [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)] [added: [10.](http://www.sec.gov/Archives/edgar/data/73124/000119312514282591/d721743dex101.htm)[8](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 [removed: Management Performance Plan,] [added: 1997 Deferred Compensation Plan for Non-Employee Directors,] as amended and restated effective [removed: October 16, 2012] [added: as of July 15, 2014] (incorporated herein by reference to Exhibit [removed: 10(viii)] [added: 10.1] to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended [removed: September] [added: June] 30, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/73124/000119312512437249/d400162dex10viii.htm)] [added: 2014).](http://www.sec.gov/Archives/edgar/data/73124/000119312514282591/d721743dex101.htm)] | | |

| [removed: [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)] [added: [10.](http://www.sec.gov/Archives/edgar/data/73124/0000950131-99-001510.txt)[7](http://www.sec.gov/Archives/edgar/data/73124/0000950131-99-001510.txt)[](http://www.sec.gov/Archives/edgar/data/73124/0000950131-99-001510.txt)] | | | [Northern Trust Corporation 1997 Stock Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10(xix) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).](http://www.sec.gov/Archives/edgar/data/73124/0000950131-99-001510.txt) | | |

| [removed: [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)] [added: [10.](http://www.sec.gov/Archives/edgar/data/73124/000007312418000141/a201710-kexx1011.htm)[9*](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] [added: 2018] Deferred Compensation Plan for Non-Employee [removed: Directors, as amended and restated effective as of July 15, 2014] [added: Directors] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.11] to the [removed: Corporation’s Quarterly] [added: Corporation's Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30, 2014).](http://www.sec.gov/Archives/edgar/data/73124/000119312514282591/d721743dex101.htm)] [added: December 31, 2017).](http://www.sec.gov/Archives/edgar/data/73124/000007312418000141/a201710-kexx1011.htm)] | | |

| [removed: [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)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1017.htm)[5](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: [10.1](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)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000007312417000178/exhibit102keyofficerchange.htm)[0](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: [10.1](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)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000007312417000178/exhibit101executivechangei.htm)[1](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: [10.1](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)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000119312509087113/dex10iii.htm)[2](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: [10.1](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)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000007312417000147/ex101ntcltip.htm)[3](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: [(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)] [added: [(](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm)[i](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm)[v)](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm)] | | | [Form of [removed: 2020] [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: 2020)](https://www.sec.gov/Archives/edgar/data/73124/000007312420000179/q12020ex101.htm).] [added: 2022).](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm)] | | |

| [removed: [(](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)] [added: [(i](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit101.htm)[ii](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit101.htm)[)](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit101.htm)] | | | [Form of 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, 2021)](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit101.htm). | | |

| [removed: [(v](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm)[)](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit102.htm)[viii](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit102.htm)[)](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit102.htm)] | | | [Form of 2022 [removed: Performance] Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.2] to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm)] [added: 2022).](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit102.htm)] | | |

| [removed: [(v](http://www.sec.gov/Archives/edgar/data/73124/000007312419000166/q12019ex102.htm)[i)](http://www.sec.gov/Archives/edgar/data/73124/000007312419000166/q12019ex102.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit102.htm)[i](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit102.htm)[x](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit102.htm)[)](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit102.htm)] | | | [Form of [removed: 2019 Stock] [added: 202](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit102.htm)[3](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit102.htm) [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: 202](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit102.htm)[3](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit102.htm)[).](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit102.htm)] | | |

| [removed: [(vi](http://www.sec.gov/Archives/edgar/data/73124/000007312420000179/q12020ex102.htm)[i)](http://www.sec.gov/Archives/edgar/data/73124/000007312420000179/q12020ex102.htm)] [added: [(v](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit101.htm)[)](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit101.htm)] | | | [Form of [removed: 2020] [added: 2023 Performance] Stock Unit Award Terms and Conditions (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 March 31, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/73124/000007312420000179/q12020ex102.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit101.htm)] | | |

| [removed: [(](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)] [added: [(vii)](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit102.htm)] | | | [Form of 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, 2021).](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit102.htm) | | |

| [removed: [(](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)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000007312419000197/q22019ex101.htm)[8](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 2022 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, 2022).](http://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit102.htm)] [added: June 30, 2019).](http://www.sec.gov/Archives/edgar/data/73124/000007312419000197/q22019ex101.htm)] | | |

| [removed: [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)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/73124/000007312419000088/a201810-kexx1026.htm)[7](http://www.sec.gov/Archives/edgar/data/73124/000007312419000088/a201810-kexx1026.htm)[](http://www.sec.gov/Archives/edgar/data/73124/000007312419000088/a201810-kexx1026.htm)] | | | [removed: [Northern Trust Corporation Non-Employee Director Compensation Plan, as amended] [added: [Letter Agreement with Frederick H. Waddell, dated January 23, 2019] (incorporated herein by reference to Exhibit [removed: 10.17] [added: 10.26] to the Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1017.htm)] [added: 2018).](http://www.sec.gov/Archives/edgar/data/73124/000007312419000088/a201810-kexx1026.htm)] | | |