UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
x
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
¨
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File No. 0-5965
NORTHERN TRUST CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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36-2723087
(I.R.S. Employer
Identification No.)
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50 South La
Salle Street
Chicago, Illinois
(Address of principal executive offices)
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60675
(Zip Code)
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Registrants telephone number, including area code: (312)
630-6000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock, $1.66 2/3 Par Value
Preferred Stock Purchase Rights
Floating Rate Capital Securities, Series A of NTC Capital I, and
Series B of NTC Capital II
Fully and Unconditionally Guaranteed by the
Registrant
Floating Rate Junior Subordinated Debentures
Series A of the Registrant
(Title of Class)
Indicate by check
mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
x No ¨
Indicate by a
check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein and will not be contained, to the
best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ¨
At February 10,
2000, 226,346,774 shares of Common Stock, $1.66 2
/3 par value, were outstanding, and aggregate market
value of the Common Stock (based upon the last sale price of the common
stock at February 10, 2000, as reported by The NASDAQ Stock Market) held by
non-affiliates was approximately $11,520,784,960. Determination of stock
ownership by non-affiliates was made solely for the purpose of responding to
this requirement and the registrant is not bound by this determination for
any other purpose.
Portions of the
following documents are incorporated by reference:
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Annual Report to
Stockholders for the Fiscal Year Ended December 31, 1999
Part I and Part II
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2000 Notice and Proxy
Statement for the Annual Meeting of Stockholders April 18, 2000
Part III
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[THIS PAGE INTENTIONALLY LEFT BLANK]
Northern Trust
Company
FORM 10-K
Annual Report Pursuant to Section
13 or 15(d) of
the Securities Exchange Act of 1934
TABLE OF CONTENTS
PART I
Item 1 Business
Supplemental Item-Executive Officers of the Registrant
Item 2 Properties
Item 3 Legal Proceedings
Item 4 Submission of Matters
to a Vote of Security Holders
PART II
Item 5 Market for Registrant's
Common Equity and Related Stockholder Matters
Item 6 Selected Financial
Data
Item 7 Management's Discussion
and Analysis of Financial Condition and Results of Operations
Item 7A Quantitative and Qualitative Disclosures
About Market Risk
Item 8 Financial Statements
and Supplementary Data
Item 9 Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure
PART III
Item 10 Directors and Executive Officers
of the Registrant
Item 11 Executive Compensation
Item 12 Security Ownership of Certain
Beneficial Owners and Management
Item 13 Certain Relationships and Related
Transactions
PART IV
Item 14 Exhibits, Financial Statement
Schedules, and Reports on Form 8-K
Signatures
Exhibit Index
PART I
Item 1-Business
NORTHERN TRUST CORPORATION
Northern Trust Corporation (Corporation) was organized
in Delaware in 1971 and that year became the owner of all of the outstanding
capital stock, except directors' qualifying shares, of The Northern Trust
Company (Bank), an Illinois banking corporation headquartered in the Chicago
financial district and the Corporation's principal subsidiary. The
Corporation also owns national or state bank subsidiaries in Arizona,
California, Colorado, Florida and Texas, a Federal Savings Bank, trust
companies in Connecticut and New York and various other nonbank
subsidiaries, including a securities brokerage firm, a registered investment
adviser and a retirement services company. The Corporation expects that,
although the operations of other subsidiaries will be of increasing
significance, the Bank will in the foreseeable future continue to be the
major source of the Corporation's assets, revenues and net income. Except
where the context otherwise requires, the term "Northern Trust"
refers to Northern Trust Corporation and its consolidated
subsidiaries.
At December 31, 1999, Northern Trust had consolidated
total assets of approximately $28.7 billion and stockholders' equity of
approximately $2.2 billion, and was the second largest bank holding company
headquartered in Illinois and the 30th largest in the United
States.
THE NORTHERN TRUST
COMPANY
The Bank was founded by Byron L. Smith in 1889 to
provide banking and trust services to the public. Currently in its 111th
year, the Bank's growth has come primarily from internal sources rather than
through merger or acquisition. At December 31, 1999, the Bank had
consolidated assets of approximately $23.5 billion and common equity capital
of approximately $1.7 billion. At September 30, 1999, the Bank was the third
largest bank in Illinois and the 34th largest in the United States, based on
consolidated total assets of approximately $28.8 billion on that
date.
The Bank currently has 19 banking offices in the Chicago
area, a trust office in Cleveland, Ohio, a representative office in
Milwaukee, Wisconsin and 10 active wholly-owned subsidiaries. The Northern
Trust International Banking Corporation, located in New York, was organized
under the Edge Act for the purpose of conducting international business.
Norlease, Inc. conducts leasing and leasing-related lending activities. MFC
Company, Inc. holds properties that are received from the Bank in connection
with certain problem loans. Nortrust Nominees Ltd., located in London, is a
U.K. trust corporation organized to hold U.K. real estate for fiduciary
accounts. The Northern Trust Company U.K. Pension Plan Limited, located in
London, was established in connection with the pension plan for the Bank's
London Branch. The Northern Trust Company, Canada, located in Toronto,
offers institutional trust products and services to Canadian entities. The
Northern Trust Company of Hong Kong Limited provides securities lending and
relationship servicing for large asset custody clients in Asia and the
Pacific Rim. Northern Trust Trade Services Limited facilitates the issuance
and processing of commercial letters of credit in Hong Kong. Northern Trust
Fund Managers (Ireland) Limited was established to facilitate the offering
of off-shore collective investment products to institutional clients. NT
Mortgage Holdings LLC, a real estate investment trust, holds a 100%
participation in a significant portion of the Bank's residential mortgage
portfolio, and its parent, NTG Services LLC, conducts market and other
studies for our global businesses.
OTHER NORTHERN TRUST CORPORATION
SUBSIDIARIES
The Corporation's Florida banking subsidiary, Northern
Trust Bank of Florida N.A., headquartered in Miami, at December 31, 1999 had
25 offices located throughout Florida and total assets of approximately $3.5
billion. The Corporation's Arizona banking subsidiary, Northern Trust Bank
of Arizona N.A., is headquartered in Phoenix and at December 31, 1999 had
total assets of approximately $717 million and served clients from 7 office
locations in Arizona. The Corporation's Texas banking subsidiary, Northern
Trust Bank of Texas N.A., headquartered in Dallas, had 7 office locations
and total assets of approximately $651 million at December 31, 1999. The
Corporation's California banking subsidiary, Northern Trust Bank of
California N.A., is headquartered in Santa Barbara. At December 31, 1999, it
had 11 office locations and total assets of approximately $884 million. The
Corporation's Colorado banking subsidiary, Northern Trust Bank of Colorado,
was acquired in 1999. Its one location is in Denver and, at December 31,
1999, it had total assets of approximately $54 million. The Corporation's
Federal Savings Bank subsidiary, Northern Trust Bank, FSB, commenced
operations in Bloomfield Hills, Michigan in 1998. It currently has branch
offices in Grand Rapids, Michigan and Seattle, Washington and at December
31, 1999, had total assets of approximately $27 million.
The Corporation has
several nonbank subsidiaries. Among them is Northern Trust Securities, Inc.
which provides full brokerage services to clients of the Bank and the
Corporation's other banking and trust subsidiaries and selectively
underwrites general obligation tax-exempt securities. Northern Trust
Retirement Consulting, L.L.C. is a retirement benefit plan services company
in Atlanta, Georgia. Northern Trust Global Advisors, Inc. in Stamford,
Connecticut is an international provider of institutional investment
management services and is the parent of The Northern Trust Company of
Connecticut, and Northern Trust Quantitative Advisors, Inc. is a manager of
index funds and quantitative investment products. Northern Investment
Corporation holds certain investments, including a loan made to a developer
of a property in which the Bank is the principal tenant. The Northern Trust
Company of New York provides security clearance services for all
nondepository eligible securities held by trust, agency, and fiduciary
accounts administered by the Corporation's subsidiaries. Northern Trust
Cayman International, Ltd. provides fiduciary services to clients
residing outside of the United States. INTERNAL ORGANIZATION
Northern Trust, under Chairman and Chief Executive
Officer William A. Osborn, organizes client services around two principal
business units: Corporate and Institutional Services and Personal Financial
Services. Investment products are provided to the clients of those business
units and others by Northern Trust Global Investments. Each of these three
business units has a president who reports to President and Chief Operating
Officer Barry G. Hastings. The president of the Worldwide Operations and
Technology business unit, which provides trust and banking operations and
systems activities, also reports to Mr. Hastings. For management reporting
purposes, the operations of Northern Trust Global Investments and Worldwide
Operations and Technology are allocated to the other business units. A Risk
Management unit, which focuses on financial and risk management, reports
directly to Mr. Osborn.
The following is a brief summary of each unit's business
activities.
Corporate and Institutional Services (C
&IS)
Headed by Sheila A. Penrose, President - Corporate and
Institutional Services, C&IS provides trust, commercial banking and
treasury management services to corporate and institutional clients. Trust
activities encompass custody services for owners of securities in the United
States and foreign markets, as well as securities lending and asset
management services and recordkeeping services for retirement plans.
Services with respect to securities traded in foreign markets are provided
primarily through the Bank's London Branch. Related foreign exchange
services are rendered at the London and Singapore Branches as well as in
Chicago. As measured by assets administered and by number of clients,
Northern Trust is a leading provider of Master Trust and Master Custody
services to three defined market segments: retirement plans, institutional
clients and international clients. Master Trust and Custody includes a full
range of state-of-the-art capabilities including: worldwide custody
settlement and reporting, cash management, a wide range of investment
products, securities lending, and performance analysis services. In addition
to Master Trust and Master Custody, C&IS offers a comprehensive array of
retirement consulting and recordkeeping services through Northern Trust
Retirement Consulting, L.L.C. At December 31, 1999, total assets under
administration, excluding personal trust assets, were $1.39 trillion. The
Northern Trust Company of New York, The Northern Trust Company, Canada,
Norlease, Inc., and The Northern Trust International Banking Corporation are
also included in C&IS.
C&IS offers a full range of commercial banking
services through the Bank, placing special emphasis on developing
institutional relationships in two target markets: large domestic
corporations and financial institutions (both domestic and international).
Treasury management services are provided to corporations and financial
institutions and include a variety of other products and services to
accelerate cash collections, control disbursement outflows and generate
information to manage cash positions.
Personal Financial Services
(PFS)
Headed by Mark Stevens, President - Personal Financial
Services, PFS encompasses personal trust and investment management services,
estate administration, banking, commercial middle market lending and
residential real estate mortgage lending. The Bank's personal financial
services strategy includes targeting high net worth individuals in the
metropolitan Chicago and Cleveland markets and, through its Wealth
Management Group, nationally. The Bank is one of the largest bank managers
of personal trust assets in the United States, with $48.7 billion in assets
under management and $97.7 billion in assets under administration at
December 31, 1999.
PFS services are also delivered through a network of
national or state bank subsidiaries located in Arizona, California,
Colorado, Florida and Texas, and a Federal Savings Bank subsidiary in
Michigan with a branch office in Washington. PFS is one of the largest bank
managers of personal trust assets in the United States, with $91.6 billion
in assets under management and $152.0 billion in assets under administration
at December 31, 1999.
Northern Trust Securities, Inc. is also part of
PFS.
Northern Trust Global Investments (NTGI)
Headed by Stephen B. Timbers, President - Northern Trust
Global Investments, NTGI, through various subsidiaries of the Corporation,
provides investment products and services to clients of C&IS, PFS and
others. NTGI activities include equity and fixed income research and
portfolio management services. NTGI, through the Bank and Northern Trust
Quantitative Advisors, Inc., provides investment advisory and related
services to two families of proprietary mutual funds: the Northern
Institutional Funds, which are directed at corporate and institutional
investors, and the Northern Funds, which are directed at individual and
personal trust investors. Northern Trust Global Advisors, Inc. is also
included in NTGI.
Worldwide Operations and Technology
(WWOT)
Headed by James J. Mitchell, President - Worldwide
Operations and Technology, WWOT supports all of Northern Trust's business
activities. This unit focuses on supporting sales, relationship management,
transaction processing and product management activities for C&IS, PFS
and NTGI. These activities are conducted principally in the operations and
technology centers in Chicago, Illinois and the Bank's London Branch. The
Northern Trust Company of New York is also part of this unit.
Risk Management
The Risk Management Unit, headed by Vice Chairman and
Chief Financial Officer Perry R. Pero, includes the Credit Policy and
Treasury functions.
The Credit Policy function is described in the sections of this
report referenced on page 20.
The Treasury Department is responsible for managing the Bank's wholesale
funding, capital position and interest rate risk, as well as the portfolio
of interest rate risk management instruments under the direction of the
Corporate Asset and Liability Policy Committee. It is also responsible for
the investment portfolios of the Corporation and the Bank and provides
investment advice and management services to the subsidiary banks.
The Risk Management Unit also includes the Corporate
Controller, Corporate Treasurer, Investor Relations and Economic Research
functions.
GOVERNMENT POLICIES
The earnings of Northern Trust are affected by numerous
external influences. Chief among these are general economic conditions, both
domestic and international, and actions that the United States and foreign
governments and their central banks take in managing their economies. These
general conditions affect all of the Northern Trust's businesses, as well as
the quality, value and profitability of their loan and investment
portfolios.
The Board of Governors of the Federal Reserve System is
an important regulator of domestic economic conditions and has the general
objective of promoting orderly economic growth in the United States.
Implementation of this objective is accomplished by its open market
operations in United States Government securities, its setting of the
discount rate at which member banks may borrow from Federal Reserve Banks
and its changes in the reserve requirements for deposits. The policies
adopted by the Federal Reserve Board may strongly influence interest rates
and hence what banks earn on their loans and investments and what they pay
on their savings and time deposits and other purchased funds. Fiscal
policies in the United States and abroad also affect the composition and use
of Northern Trust's resources.
COMPETITION
Northern Trust's principal business strategy is to
provide quality financial services to targeted market segments in which it
believes it has a competitive advantage and favorable growth prospects. As
part of this strategy, Northern Trust seeks to deliver a level of service to
its clients that distinguishes it from its competitors. In addition,
Northern Trust emphasizes the development and growth of recurring sources of
fee-based income and is one of a group of major bank holding companies in
the United States that generates more revenues from fee-based services than
from net interest income. Northern Trust seeks to develop and expand its
recurring fee-based revenue by identifying selected market niches and
providing a high level of individualized service to its clients in those
markets. Northern Trust also seeks to preserve its asset quality through
established credit review procedures and by maintaining a conservative
balance sheet. Finally, Northern Trust seeks to maintain a strong management
team that includes senior officers having broad experience and long
tenure.
Active competition exists in all principal areas in
which Northern Trust presently engages in business. C&IS and PFS compete
with domestic and foreign financial institutions, trust companies, personal
loan companies, mutual funds and investment advisers, brokerage firms and
other financial services companies. Northern Trust is a leading provider of
Master Trust and Master Custody services and has the leading market share in
the Chicago area personal trust market and the second largest market share
in the Florida personal trust market. A banking organization with a strategy
similar to that of PFS, U.S. Trust Corporation, competes with PFS in
particular markets and recently agreed to be acquired by The Charles Schwab
Corporation.
Commercial banking and treasury management services
compete with domestic and foreign financial institutions, finance companies
and leasing companies. These products also face increased competition due to
the general trend among corporations and other institutions to rely more
upon direct access to the credit and capital markets (such as through the
direct issuance of commercial paper) and less upon commercial banks and
other traditional financial intermediaries.
The chief local competitors of the Bank for trust and
banking business are Bank of America, Bank One, Harris Trust and Savings
Bank, and LaSalle National Bank. Competitive pressures within the custody
market have resulted in consolidation in the industry, and the chief
national competitors of the Bank for Master Trust/Master Custody services
are now Mellon Bank Corporation, State Street Corporation, Bankers Trust New
York Corporation, Chase Manhattan Corporation and The Bank of New York
Company, Inc.
REGULATION AND
SUPERVISION
Bank Holding Company Act
The Corporation is a bank holding company subject to the
Bank Holding Company Act of 1956, as amended (BHCA), and to regulation by
the Board of Governors of the Federal Reserve System. The BHCA limits the
activities which may be engaged in by the Corporation and its nonbanking
subsidiaries to those so closely related to banking or managing or
controlling banks as to be a proper incident thereto. Also, under section
106 of the 1970 amendments to the BHCA and subject to certain exceptions,
subsidiary banks are prohibited from engaging in certain tie-in arrangements
with nonbanking affiliates in connection with any extension of credit or
provision of any property or services.
The BHCA also prohibits bank holding companies from
acquiring substantially all the assets of or owning more than 5% of the
voting shares of any bank or nonbanking company which is not already
majority owned without prior approval of the Board of Governors.
Gramm-Leach-Bliley Act
On November 12, 1999, President Clinton signed
into law the Gramm-Leach-Bliley Act (the GLB Act). The GLB Act significantly
changes financial services regulation by expanding permissible nonbanking
activities of bank holding companies and removing barriers to affiliations
among banks, insurance companies, securities firms and other financial
services entities. These new activities can be conducted through a holding
company structure or, subject to certain limitations, through a financial
subsidiary of a bank. The GLB Act also establishes a system of federal and
state regulation based on functional regulation, meaning that primary
regulatory oversight for a particular activity will generally reside with
the federal or state regulator designated as having the principal
responsibility for that activity. Banking is to be supervised by banking
regulators, insurance by state insurance regulators and securities
activities by the SEC and state securities regulators. The GLB Act also
establishes a minimum federal standard of financial privacy by, among other
provisions, requiring banks to adopt and disclose privacy policies with
respect to customer information and prohibiting the disclosure of certain
types of customer information to third parties not affiliated with the bank
unless the customer has been given an opportunity to block that type of
disclosure. The GLB Act also requires the disclosure of agreements reached
with community groups that relate to the Community Reinvestment Act, and
contains various other provisions designed to improve the delivery of
financial services to consumers while maintaining an appropriate level of
safety in the financial services industry.
The GLB Act repeals the anti-affiliation
provisions of the Glass-Steagall Act and revises the BHCA to permit
qualifying holding companies, called "financial holding companies,
" to engage in, or to affiliate with companies engaged in, a full range
of financial activities including banking, insurance activities (including
insurance underwriting and portfolio investing), securities activities,
merchant banking and additional activities that are "financial in
nature," incidental to financial activities or, in certain
circumstances, complementary to financial activities. A bank holding
company's subsidiary banks must be "well-capitalized" and
"well-managed" and have at least a "satisfactory"
Community Reinvestment Act rating for the bank holding company to elect
status as a financial holding company. The Corporation's banking
subsidiaries currently meet these requirements.
A significant component of the functional
regulation provided in the GLB Act relates to the application of federal
securities laws and SEC oversight of bank securities activities previously
subject to blanket exemptions. Among other things, the GLB Act amends the
definitions of "broker" and "dealer" under the
Securities Exchange Act of 1934 to remove the blanket exemption for banks.
Following effectiveness of these amendments in May 2001, banks will be able
to conduct securities activities without broker-dealer registration only if
the activities fall within a new set of activity-based exemptions designed
to allow banks to conduct only those activities traditionally considered to
be primarily banking or trust activities. Securities activities outside
these exemptions will, as a practical matter, need to be conducted by a
registered broker-dealer affiliate. The GLB Act also amends, effective May
2001, the Investment Advisers Act of 1940 to require the registration of any
bank or separately identifiable division of the bank that acts as investment
adviser for mutual funds.
The Corporation is currently evaluating the
effects of the GLB Act on its activities. The Bank and the Corporation's
other banking subsidiaries are currently evaluating their securities
activities, particularly fiduciary activities, in light of the amendments to
the Securities Exchange Act of 1934 and the Investment Advisers Act of 1940
discussed above, to determine what, if any, additional registrations may be
required and whether certain activities currently engaged in by any of the
banks should instead be conducted by a nonbanking affiliate. The Corporation
has not elected to become a financial holding company and would expect to do
so if and when it proposes to conduct, outside a financial subsidiary, one
of the new activities permitted by the GLB Act. The Corporation does expect
that the new affiliations and activities permitted financial services
organizations will over time change the nature of its competition, but it is
not possible to predict the full nature and effect of the changes that may
occur.
Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994
The Interstate Act permits an adequately
capitalized and adequately managed bank holding company to acquire, with
Federal Reserve Board approval, a bank located in a state other than the
bank holding company's home state, without regard to whether the transaction
is permitted under any state law, except that a host state may establish by
statute the minimum age of its banks (up to a maximum of 5 years) subject to
acquisition by out-of-state bank holding companies. The Federal Reserve
Board may not approve the acquisition if the applicant bank holding company,
upon consummation, would control more than 10% of total U.S. insured
depository institution deposits or more than 30% of the host state's total
insured depository institution deposits except in certain cases. The
Interstate Act also permits a bank, with the approval of the appropriate
federal bank regulatory agency, to establish a de novo branch in a state,
other than the bank's home state, in which the bank does not presently
maintain a branch if the host state has enacted a law that applies equally
to all banks and expressly permits all out-of-state banks to branch de novo
into the host state. Banks having different home states may, with approval
of the appropriate federal bank regulatory agency, merge across state lines,
unless the home state of a participating bank opted-out of the Interstate
Act prior to June 1, 1997. Two states opted-out prior to that date: Montana
and Texas. In addition, the Interstate Act permits any bank subsidiary of a
bank holding company to receive deposits, renew time deposits, close loans,
service loans and receive payments on loans and other obligations as agent
for a bank or certain grandfathered thrift affiliates, whether such banks
and thrifts are located in a different state or in the same state.
Subsidiary Regulation
The Bank is a member of the Federal Reserve
System, its deposits are insured by the FDIC, and it is subject to
regulation by both these entities, as well as by the Illinois Office of
Banks and Real Estate. The Bank is also a member of and subject to the rules
of the Chicago Clearinghouse Association, and is registered as a government
securities dealer in accordance with the Government Securities Act of 1986.
As a government securities dealer its activities are subject to the rules
and regulations of the Department of the Treasury. The Bank is registered as
a transfer agent with the Federal Reserve and is therefore subject to the
rules and regulations of the Federal Reserve in this area. State laws
governing the Corporation's banking subsidiaries generally allow each bank
to establish branches anywhere in its state.
The national bank subsidiaries are members of
the Federal Reserve System and the FDIC and are subject to regulation by the
Comptroller of the Currency. Northern Trust Bank, FSB is a Federal Savings
Bank which is not a member of the Federal Reserve System and is subject to
regulation by the Office of Thrift Supervision and the FDIC. Northern Trust
Bank of Colorado, a state chartered institution that also is not a member of
the Federal Reserve System, is regulated by the FDIC and the Colorado
Division of Banking.
The Corporation's nonbanking affiliates are
all subject to examination by the Federal Reserve. In addition, The Northern
Trust Company of New York is subject to regulation by the Banking Department
of the State of New York. Northern Trust Securities, Inc. is registered as a
broker-dealer with the Securities and Exchange Commission and is a member of
the National Association of Securities Dealers, Inc., and, as such, is
subject to the rules and regulations of both these bodies. Northern Trust
Retirement Consulting, L.L.C., Northern Trust Global Advisors, Inc.,
Northern Trust Quantitative Advisors, Inc., and Northern Trust Bank, FSB are
each registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940 and are subject to that Act and the rules
and regulations of the Commission promulgated thereunder. In addition,
Northern Trust Quantitative Advisors, Inc. is subject to regulation by the
Illinois Office of Banks and Real Estate, and Northern Trust Retirement
Consulting, L.L.C. is registered as a transfer agent with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 and is subject
to that Act and the rules and regulations of the Commission promulgated thereunder. The Northern Trust Company of
Connecticut is subject to regulation by the Connecticut Department of
Banking. Two families of mutual funds for which the Bank acts as investment
adviser are subject to regulation by the Securities and Exchange Commission
under the Investment Company Act. The Bank also acts as investment adviser
of an investment company which is subject to regulation by the Central Bank
of Ireland under the Companies Act, 1990. Various other subsidiaries and
branches conduct business in other states and foreign countries and are
subject to their regulations and restrictions.
The Corporation and its subsidiaries are affiliates
within the meaning of the Federal Reserve Act so that the banking
subsidiaries are subject to certain restrictions with respect to loans to
the Corporation or its nonbanking subsidiaries and certain other
transactions with them or involving their securities. Information regarding
these restrictions, and dividend restrictions on banking subsidiaries, is
incorporated herein by reference to Note 15 titled "Restrictions on
Subsidiary Dividends and Loans or Advances" on page 59 of the
Corporation's Annual Report to Stockholders for the year ended December 31,
1999.
Capital Regulation
Under the FDIC's risk-based insurance assessment system,
each insured bank is placed in one of nine risk categories based on its
level of capital and other relevant information. Each insured bank's
insurance assessment rate is then determined by the risk category in which
it has been classified by the FDIC. There is currently a 27 basis point
spread between the highest and lowest assessment rates, so that banks
classified as strongest by the FDIC are subject in 2000 to no insurance
assessment, and banks classified as weakest by the FDIC are subject to an
insurance assessment rate of .27%. In addition to its insurance assessment,
each insured bank is subject in 2000 to quarterly debt service assessments
in connection with bonds issued by a government corporation that financed
the federal savings and loans bailout. The first quarter 2000 debt service
assessment was .0212%.
The Federal bank regulators have adopted risk-based
capital guidelines for bank holding companies and banks. The minimum ratio
of qualifying total capital to risk-weighted assets, including certain
off-balance sheet items (Total Capital Ratio), is 8%. The minimum ratio of
"Tier 1 Capital" to risk-weighted assets (Tier 1 Capital Ratio) is
4%. "Tier 1 Capital" means that portion of total capital that is
comprised of common stock, related surplus, retained earnings, noncumulative
perpetual preferred stock, minority interests and, for bank holding
companies, a limited amount of qualifying cumulative perpetual preferred
stock, less certain intangibles including goodwill. The balance of total
capital (Tier 2 Capital) may consist of other preferred stock, certain other
instruments, limited amounts of unrealized gains on equity securities and
limited amounts of subordinated debt and the loan and lease loss
allowance.
The Federal Reserve Board risk-based capital standards
contemplate that evaluation of capital adequacy will consider other factors,
including overall interest rate exposure; liquidity, funding and market
risks; the quality and level of earnings; investment, loan portfolio, and
other concentrations of credit; certain risks arising from nontraditional
activities; the quality of loans and investments; the effectiveness of loan
and investment policies; and management's overall ability to monitor and
control financial and operating risks.
In addition, the Federal Reserve has established minimum
Leverage Ratio (Tier 1 capital to quarterly average total assets) guidelines
for bank holding companies and banks. These guidelines provide for a minimum
Leverage Ratio of 3% for bank holding companies and banks that meet certain
specified criteria, including having the highest regulatory rating. All
other banking organizations are required to maintain a Leverage Ratio of at
least 4%. The guidelines also provide that banking organizations
experiencing internal growth or making acquisitions will be expected to
maintain strong capital positions substantially above the minimum
supervisory levels without significant reliance on intangible assets.
Furthermore, the guidelines indicate that the Federal Reserve Board will
continue to consider a "Tangible Tier 1 Leverage Ratio" in
evaluating proposals for expansion or new activities. The Tangible Tier 1
Leverage Ratio is the ratio of Tier 1 capital, less intangibles not deducted
from Tier 1 capital, to quarterly average total assets. As of December 31,
1999, the Federal Reserve had not advised the Corporation of any specific
minimum Tangible Tier 1 Leverage Ratio applicable to it. At December 31,
1999, the Corporation had a Tangible Tier 1 Leverage Ratio of
7.1%.
Cross-Guarantees Under the Federal Deposit
Insurance Act
Under the Federal Deposit Insurance Act
(FDIA), when two or more insured depository institutions are under common
control, each of those depository institutions may be liable for any loss
incurred, or expected to be incurred, by the Federal Deposit Insurance
Corporation (FDIC) in connection with the default of any of the others. Each
may also be liable for any assistance the FDIC provides to the other
institutions. "Default" means the appointment of a conservator or
receiver for the institution. Thus, any of the Corporation's banking
subsidiaries could be liable to the FDIC if the FDIC were to suffer a loss
in connection with any of the Corporation's other banking subsidiaries. This
cross-guarantee liability for a loss at a commonly controlled institution
would be subordinated in right of payment to deposit liabilities, secured
obligations, any other general or senior liability and any obligation
subordinated to depositors or other general creditors, other than
obligations owed to any affiliate of the depository institution (with
certain exceptions). Although neither the Corporation nor any of its
nonbanking subsidiaries may be assessed for such loss under the FDIA, the
Corporation has agreed to indemnify each of its banking subsidiaries, other
than the Bank, for any payments a banking subsidiary may be liable to pay to
the FDIC pursuant to these provisions of the FDIA.
Federal Deposit Insurance
Corporation Improvement Act
In addition to the effects of the provisions described
above, the Federal Deposit Insurance Corporation Improvement Act of 1991
(FDICIA) substantially revised the depository institution regulatory and
funding provisions of the FDI Act and made revisions to several other
federal banking statutes.
Under FDICIA, the federal banking regulators must take
prompt supervisory and regulatory actions against under-capitalized
depository institutions. FDICIA establishes five capital tiers: "well
capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and
"critically undercapitalized." A depository institution's capital
tier will depend upon how its capital levels compare to various relevant
capital measures and certain other factors, as established by regulation.
Under current regulations, an FDIC-insured bank is defined to be well
capitalized if it maintains a Leverage Ratio (Tier 1 capital to quarterly
average total assets) of at least 5%, a Total Capital Ratio (qualifying
total capital to risk-weighted assets, including certain off-balance sheet
items) of at least 10% and a Tier 1 Capital Ratio (Tier 1 capital to
risk-weighted assets) of at least 6% and is not otherwise in a
"troubled condition" as specified by its appropriate federal
regulatory agency. A bank is generally considered to be adequately
capitalized if it is not defined to be well capitalized but meets all of its
minimum capital requirementsthat is, if it has a Leverage Ratio of 4%
or greater (or a Leverage Ratio of 3% or greater if the institution is rated
in the top category in its most recent report of examination, a Total
Capital Ratio of 8% or greater and a Tier 1 Capital Ratio of 4% or greater.
A bank will be considered undercapitalized if it fails to meet any minimum
required measure, significantly undercapitalized if it is significantly
below that measure and critically undercapitalized if it maintains a level
of tangible equity capital equal to or less than 2% of total assets. A bank
may be reclassified to be in the category that is next below that indicated
by its actual capital position if it receives a less than satisfactory
examination rating by its examiners with respect to its assets, management,
earnings, liquidity or sensitivity to market risk that has not been
corrected, or it is determined that the bank is in an unsafe or unsound
condition or engaged in an unsafe or unsound practice.
At December 31, 1999, the Bank and each of the
Corporation's other subsidiary banks met or exceeded the minimum regulatory
ratios that are among the conditions for them to be considered well
capitalized. For further discussion of regulatory capital requirements and
information about the capital position of the Corporation and the Bank, see
pages 42 and 43 of "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Note 29, titled
"Regulatory Capital Requirements" on page 71 of the Corporation's
Annual Report to Shareholders for the year ended December 31,
1999.
FDICIA generally prohibits a depository institution from
making any capital distribution (including payment of dividends) or paying
any management fee to its holding company if the depository institution
would thereafter be undercapitalized. Undercapitalized depository
institutions are subject to growth limitations and are required to submit a
capital restoration plan. If a depository institution fails to submit an
acceptable plan, it is treated as if it is significantly
undercapitalized.
Under FDICIA, a bank that is not well capitalized is
generally prohibited from accepting or renewing brokered deposits, except
with a waiver from the FDIC, and offering interest rates on brokered
deposits significantly higher than the prevailing rate in its normal market
area or nationally (depending upon where the deposits are solicited); in
addition, "pass-through" insurance coverage may not be available
for certain employee benefit accounts.
Significantly undercapitalized depository institutions
may be subject to a number of requirements and restrictions, including
orders to sell sufficient voting stock to become adequately capitalized,
requirements to reduce total assets and cessation of receipt of deposits
from correspondent banks. Critically undercapitalized depository
institutions may be restricted from making payments of principal and
interest on subordinated debt and are subject to appointment of a receiver
or conservator.
STAFF
Northern Trust employed 8,583 full-time equivalent
officers and staff members as of December 31, 1999, approximately 6,256 of
whom were employed by the Bank.
STATISTICAL
DISCLOSURES
The following statistical disclosures, included in the
Corporation's Annual Report to Stockholders for the year ended December 31,
1999, are incorporated herein by reference.
Schedule |
|
1999
Annual Report
Page(s) |
|
|
|
Ratios |
|
23 |
Foreign Outstandings |
|
37 |
Nonperforming Assets and 90 Day
Past Due Loans |
|
37 |
Average Statement of Condition
with Analysis of Net Interest Income |
|
76-77 |
|
|
|
|
Additional statistical information on a consolidated
basis is set forth below.
Remaining Maturity and Average
Yield of Securities Held to Maturity and Available for Sale
(Yield calculated on amortized cost and presented on a taxable equivalent
basis giving effect of the federal and state tax rates)
|
|
|
|
|
|
|
|
|
|
|
December 31, 1999
|
|
One Year or Less
|
One to Five Years
|
Five to Ten Years
|
Over Ten Years
|
Average
|
($ in Millions)
|
Book
|
Yield
|
Book
|
Yield
|
Book
|
Yield
|
Book
|
Yield
|
Maturity
|
Securities Held
to Maturity
|
|
|
|
|
|
|
|
|
|
U.S. Government
|
$ 55.1
|
6.60%
|
$
|
%
|
$
|
%
|
$
|
%
|
6 mos.
|
Obligations of States and
|
|
|
|
|
|
|
|
|
|
Political Subdivisions
|
41.0
|
11.19
|
79.7
|
10.26
|
103.1
|
8.66
|
252.2
|
7.55
|
110 mos.
|
Federal Agency
|
|
|
.2
|
3.50
|
.2
|
3.50
|
.5
|
3.50
|
133 mos.
|
OtherFixed
|
12.3
|
6.71
|
30.9
|
8.16
|
35.8
|
8.29
|
30.3
|
7.01
|
78 mos.
|
Floating
|
.3
|
8.00
|
1.8
|
6.72
|
.6
|
6.62
|
108.7
|
6.45
|
118 mos.
|
|
|
|
|
|
|
|
|
|
|
Total Securities
Held to Maturity
|
$ 108.7
|
8.35%
|
$112.6
|
9.61%
|
$139.7
|
8.55%
|
$391.7
|
7.20%
|
99 mos.
|
| |
|
|
|
|
|
|
|
|
Securities
Available for Sale
|
|
|
|
|
|
|
|
|
|
U.S. Government
|
$ 191.5
|
5.67%
|
$ .5
|
5.83%
|
$
|
%
|
$
|
%
|
7 mos.
|
Obligations of States and
|
|
|
|
|
|
|
|
|
|
Political Subdivisions
|
|
|
|
|
|
|
15.3
|
6.48
|
141 mos.
|
Federal Agency
|
4,918.8
|
6.05
|
180.3
|
6.09
|
5.4
|
6.76
|
1.1
|
6.45
|
7 mos.
|
OtherFixed
|
.2
|
5.08
|
|
|
|
|
|
|
45 mos.
|
Floating
|
58.5
|
5.43
|
10.9
|
7.74
|
6.1
|
6.81
|
91.4
|
6.55
|
74 mos.
|
|
|
|
|
|
|
|
|
|
|
Total Securities
Available for Sale
|
$5,169.0
|
6.03%
|
$191.7
|
6.18%
|
$ 11.5
|
6.79%
|
$107.8
|
6.53%
|
10 mos.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 1998
|
|
|
|
One Year or Less
|
One to Five Years
|
Five to Ten Years
|
Over Ten Years
|
Average
|
($ in Millions)
|
Book
|
Yield
|
Book
|
Yield
|
Book
|
Yield
|
Book
|
Yield
|
Maturity
|
Securities Held
to Maturity
|
|
|
|
|
|
|
|
|
|
U.S. Government
|
$
55.3
|
6.42%
|
$
|
%
|
$
|
%
|
$
|
%
|
6
mos.
|
Obligations of States and
|
|
|
|
|
|
|
|
|
|
Political Subdivisions
|
48.0
|
11.13
|
83.8
|
10.85
|
79.4
|
9.42
|
50.6
|
7.65
|
69 mos.
|
Federal Agency
|
3.0
|
6.47
|
|
|
|
|
|
|
7
mos.
|
OtherFixed
|
9.3
|
6.92
|
23.4
|
9.17
|
19.2
|
8.57
|
20.8
|
5.89
|
70 mos.
|
Floating
|
.3 |
8.00 |
.8 |
7.06 |
1.5 |
6.07 |
77.1 |
6.63 |
118 mos. |
|
|
|
|
|
|
|
|
|
|
Total Securities
Held to Maturity
|
$
115.9
|
8.42%
|
$108.0
|
10.46%
|
$100.1
|
9.21%
|
$148.5
|
6.87%
|
70 mos.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Available for Sale
|
|
|
|
|
|
|
|
|
|
U.S. Government
|
$
224.5
|
6.13%
|
$
35.5
|
5.85%
|
$
|
%
|
$
|
%
|
5
mos.
|
Obligations of States and
|
|
|
|
|
|
|
|
|
|
Political Subdivisions
|
|
|
3.7
|
9.82
|
30.9
|
8.95
|
231.5
|
7.02
|
149 mos.
|
Federal Agency
|
4,422.2
|
5.35
|
272.4
|
5.56
|
.6
|
5.60
|
.2
|
6.73
|
6
mos.
|
OtherFixed
|
.6
|
8.38
|
|
|
|
|
.1
|
|
33 mos.
|
Floating
|
.4
|
5.54
|
12.0
|
6.78
|
1.2
|
5.52
|
139.4
|
6.07
|
105 mos.
|
|
|
|
|
|
|
|
|
|
|
Total Securities
Available for Sale
|
$4,647.7
|
5.39%
|
$323.6
|
5.69%
|
$
32.7
|
8.76%
|
$371.2
|
6.66%
|
15 mos.
|
|
|
|
|
|
|
|
|
|
|
Securities Held to Maturity and Available for Sale
|
|
|
|
|
|
|
|
|
December 31
|
|
|
|
(In
Millions)
|
|
1999
|
1998
|
1997
|
1996
|
1995
|
|
|
|
|
|
|
|
Securities Held to Maturity
|
|
|
|
|
|
|
U.S. Government
|
|
$55.1
|
$55.3
|
$72.0
|
$73.4
|
$116.1
|
Obligations of States and Political
Subdivisions
|
|
476.0
|
261.8
|
276.7
|
315.9
|
366.9
|
Federal Agency
|
|
.9
|
3.0
|
14.3
|
18.2
|
22.2
|
Other
|
|
220.7
|
152.4
|
93.1
|
90.9
|
29.9
|
|
|
|
|
|
|
|
Total Securities Held to Maturity
|
|
$752.7
|
$472.5
|
$456.1
|
$498.4
|
$535.1
|
|
|
|
|
|
|
|
Securities Available for Sale
|
|
|
|
|
|
|
U.S. Government
|
|
$192.0
|
$260.0
|
$470.0
|
$906.7
|
$1,667.7
|
Obligations of States and Political
Subdivisions
|
|
15.3
|
266.1
|
130.2
|
117.0
|
70.2
|
Federal Agency
|
|
5,105.6
|
4,695.4
|
2,969.8
|
3,096.9
|
3,152.8
|
Other
|
|
167.1
|
153.7
|
163.3
|
191.1
|
245.6
|
|
|
|
|
|
|
|
Total Securities Available for Sale
|
|
$5,480.0
|
$5,375.2
|
$3,733.3
|
$4,311.7
|
$5,136.3
|
|
|
|
|
|
|
|
Average Total Securities
|
|
$7,956.4
|
$7,470.8
|
$6,374.2
|
$6,363.8
|
$6,193.0
|
|
|
|
|
|
|
|
Total Securities at Year-End
|
|
$6,243.7
|
$5,856.8
|
$4,198.2
|
$4,814.9
|
$5,760.3
|
|
|
|
|
|
|
|
Loans and
Leases by Type
|
|
|
December 31
|
|
|
(In
Millions)
|
1999
|
1998
|
1997
|
1996
|
1995
|
|
|
|
|
|
|
Domestic
|
|
|
|
|
|
Residential Real Estate |
$6,257.7
|
$5,885.2
|
$5,186.7
|
$4,557.5
|
$3,896.4
|
Commercial
|
4,704.1
|
3,937.9
|
3,734.8
|
3,161.4
|
3,202.1
|
Broker
|
88.8
|
147.6
|
170.1
|
389.1
|
304.0
|
Commercial Real Estate
|
780.4
|
677.1
|
582.1
|
557.7
|
512.6
|
Personal
|
1,659.9
|
1,463.4
|
1,207.2
|
989.8
|
758.9
|
Other
|
566.5
|
509.6
|
890.1
|
632.1
|
625.5
|
Lease Financing
|
691.5
|
528.3
|
347.0
|
267.8
|
202.3
|
|
|
|
|
|
|
Total Domestic
|
14,748.9
|
13,149.1
|
12,118.0
|
10,555.4
|
9,501.8
|
International
|
625.6
|
497.8
|
470.2
|
382.0
|
404.2
|
|
|
|
|
|
|
Total Loans and
Leases
|
$15,374.5
|
$13,646.9
|
$12,588.2
|
$10,937.4
|
$9,906.0
|
|
|
|
|
|
|
Average Loans and
Leases
|
$14,547.8
|
$13,315.0
|
$11,812.9
|
$10,332.1
|
$9,136.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining Maturity of Selected Loans and Leases
|
|
|
|
|
|
|
|
|
|
|
December 31, 1999
|
|
|
|
(In
Millions)
|
|
Total
|
One Year
or Less
|
One to
Five Years
|
Over Five
Years
|
|
|
|
|
|
|
Domestic (Excluding Residential Real Estate and Personal
Loans)
|
Commercial
|
|
$4,704.1
|
3,667.1
|
780.8
|
256.2
|
Commercial Real Estate
|
|
780.4
|
187.0
|
365.8
|
227.6
|
Other
|
|
655.3
|
623.3
|
22.0
|
10.0
|
Lease Financing
|
|
691.5
|
27.1
|
146.2
|
518.2
|
|
|
|
|
|
|
Total
Domestic
|
|
6,831.3
|
4,504.5
|
1,314.8
|
1,012.0
|
International
|
|
625.6
|
375.4
|
188.9
|
61.3
|
|
|
|
|
|
|
Total
Selected Loans and Leases
|
|
$7,456.9
|
4,879.9
|
1,503.7
|
1,073.3
|
|
|
|
|
|
|
Interest
Rate Sensitivity of Loans and Leases
|
|
|
|
|
|
Fixed RateS
|
|
$6,141.9
|
4,174.7
|
1,045.7
|
921.5
|
Variable Rate
|
|
1,315.0
|
705.2
|
458.0
|
151.8
|
|
|
|
|
|
|
Total
|
|
$7,456.9
|
4,879.9
|
1,503.7
|
1,073.3
|
|
|
|
|
|
|
Average Deposits by Type
|
|
|
|
|
|
|
(In
Millions)
|
|
1999
|
1998
|
1997
|
1996
|
1995
|
|
|
|
|
|
|
|
Domestic Offices
|
|
|
|
|
|
|
Demand and Noninterest-Bearing
|
|
|
|
|
|
|
Individuals, Partnerships and
Corporations
|
|
$1,980.7
|
$1,765.6
|
$1,754.6
|
$1,801.8
|
$1,651.1
|
Correspondent Banks
|
|
68.0
|
87.2
|
92.8
|
115.2
|
129.8
|
Other
|
|
1,606.7
|
1,375.2
|
1,116.5
|
815.9
|
966.4
|
|
|
|
|
|
|
|
Total
|
|
$3,655.4
|
$3,228.0
|
$2,963.9
|
$2,732.9
|
$2,747.3
|
|
|
|
|
|
|
|
Time
|
|
|
|
|
|
|
Savings and Money Market
|
|
$4,845.3
|
$4,263.3
|
$3,895.4
|
$3,620.7
|
$3,312.4
|
Savings Certificates less than
$100,000
|
|
1,022.7
|
1,085.0
|
1,076.5
|
1,169.6
|
1,160.8
|
Savings Certificates $100,000 and
more
|
|
1,168.3
|
1,059.5
|
959.3
|
892.8
|
839.5
|
Other
|
|
650.5
|
571.8
|
717.3
|
549.2
|
542.7
|
|
|
|
|
|
|
|
Total
|
|
$7,686.8
|
$6,979.6
|
$6,648.5
|
$6,232.3
|
$5,855.4
|
|
|
|
|
|
|
|
Total Domestic Offices
|
|
$11,342.2
|
$10,207.6
|
$9,612.4
|
$8,965.2
|
$8,602.7
|
|
|
|
|
|
|
|
Foreign Offices
|
|
|
|
|
|
|
Demand
|
|
$430.6
|
$503.8
|
$486.4
|
$347.8
|
$299.1
|
Time
|
|
6,592.1
|
5,781.7
|
4,971.2
|
3,826.2
|
3,493.4
|
|
|
|
|
|
|
|
Total Foreign Offices
|
|
$7,022.7
|
$6,285.5
|
$5,457.6
|
$4,174.0
|
$3,792.5
|
|
|
|
|
|
|
|
Total Deposits
|
|
$18,364.9
|
$16,493.1
|
$15,070.0
|
$13,139.2
|
$12,395.2
|
|
|
|
|
|
|
|
Average Rates Paid on
Time Deposits by Type
|
1999
|
1998
|
1997
|
1996
|
1995
|
Time Deposits -
Domestic Offices
|
|
|
|
|
|
Savings and Money Market
|
3.21%
|
3.31%
|
3.23%
|
3.16%
|
3.29%
|
Savings Certificates less than $100,000
|
5.40
|
5.79
|
5.86
|
5.85
|
6.08
|
Savings Certificates $100,000 and more
|
5.31
|
5.60
|
5.63
|
5.67
|
5.95
|
Other Time
|
5.03
|
5.35
|
5.50
|
5.44
|
5.81
|
|
|
|
|
|
|
Total Domestic
Offices
|
3.98
|
4.21
|
4.25
|
4.23
|
4.46
|
|
|
|
|
|
|
Total Foreign
Offices Time
|
4.34
|
4.95
|
4.82
|
4.82
|
5.21
|
|
|
|
|
|
|
Total Time
Deposits
|
4.15%
|
4.55%
|
4.49%
|
4.45%
|
4.74%
|
|
|
|
|
|
|
Remaining Maturity of Time Deposits $100,000 and more
|
|
|
|
|
|
|
|
|
|
|
December 31, 1999
|
|
December 31, 1998
|
|
|
|
|
|
|
|
Domestic Offices
|
|
|
Domestic Offices
|
|
|
|
|
|
|
|
|
(In Millions)
|
|
Certificates
of Deposit
|
Other
Time
|
Foreign
Offices
|
|
Certificates
of Deposit
|
Other
Time
|
Foreign
Offices
|
|
|
|
|
|
|
|
|
|
3
Months or Less
|
|
$1,529.7
|
$5.7
|
$7,811.9
|
|
$872.7
|
$.6
|
$6,464.3
|
Over
3 through 6 Months
|
|
382.4
|
5.5
|
36.8
|
|
365.6
|
.7
|
45.5
|
Over
6 through 12 Months
|
|
271.2
|
3.1
|
22.4
|
|
265.4
|
5.0
|
11.1
|
Over
12 Months
|
|
205.4
|
3.4
|
3.8
|
|
261.9
|
7.0
|
11.0
|
|
|
|
|
|
|
|
|
|
Total
|
|
$2,388.7
|
$17.7
|
$7,874.9
|
|
$1,765.6
|
$13.3
|
$6,531.9
|
|
|
|
|
|
|
|
|
|
Purchased Funds
Federal Funds Purchased
|
|
|
|
|
(Overnight Borrowings)
|
|
|
|
|
|
|
|
|
|
($
in Millions)
|
|
1999
|
1998
|
1997
|
|
|
|
|
|
Balance on December 31
|
|
$370.2
|
$2,025.1
|
$821.2
|
Highest Month-End Balance
|
|
4,586.3
|
3,505.3
|
2,765.9
|
Year
Average Balance
|
|
3,226.1
|
2,620.6
|
1,690.2
|
Average
Rate
|
|
4.99%
|
5.34%
|
5.47%
|
Average Rate at Year-End
|
|
3.96
|
4.43
|
5.64
|
|
|
|
|
|
|
|
|
|
|
Securities Sold under Agreements to Repurchase
|
|
|
|
|
|
|
|
|
|
($
in Millions)
|
|
1999
|
1998
|
1997
|
|
|
|
|
|
Balance on December 31
|
|
$997.8
|
$2,114.9
|
$1,139.7
|
Highest Month-End Balance
|
|
3,573.2
|
4,136.0
|
3,708.9
|
Year
Average Balance
|
|
1,954.5
|
1,506.0
|
1,519.9
|
Average
Rate
|
|
4.90%
|
5.33%
|
5.38%
|
Average Rate at Year-End
|
|
3.36
|
4.59
|
5.43
|
|
|
|
|
|
|
|
|
|
|
Other Borrowings
|
|
|
|
|
(Includes Treasury Tax and Loan Demand Notes and Term Federal
Funds Purchased)
|
|
|
|
|
|
($
in Millions)
|
|
1999
|
1998
|
1997
|
|
|
|
|
|
Balance on December 31
|
|
$1,155.3
|
$1,099.2
|
$2,876.6
|
Highest Month-End Balance
|
|
6,995.4
|
7,122.8
|
5,528.4
|
Year
Average Balance
|
|
2,177.3
|
2,540.4
|
2,120.9
|
Average
Rate
|
|
5.02%
|
5.21%
|
5.30%
|
Average Rate at Year-End
|
|
5.65
|
3.88
|
5.01
|
|
|
|
|
|
|
|
|
|
|
Total Purchased Funds
|
|
|
|
|
|
|
|
|
|
($
in Millions)
|
|
1999
|
1998
|
1997
|
|
|
|
|
|
Balance on December 31
|
|
$2,523.3
|
$5,239.2
|
$4,837.5
|
Year
Average Balance
|
|
7,357.9
|
6,667.0
|
5,331.0
|
Average
Rate
|
|
4.97%
|
5.29%
|
5.38%
|
|
|
|
|
|
Commercial Paper
|
|
|
|
|
|
|
|
|
|
($
in Millions)
|
|
1999
|
1998
|
1997
|
|
|
|
|
|
Balance on December 31
|
|
$145.1
|
$148.1
|
$146.8
|
Highest Month-End Balance
|
|
145.1
|
149.6
|
149.9
|
Year
Average Balance
|
|
141.0
|
145.9
|
142.7
|
Average
Rate
|
|
5.15%
|
5.51%
|
5.54%
|
Average Rate at Year-End
|
|
6.09
|
5.40%
|
5.81%
|
|
|
|
|
|
Changes in Net
Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998/97
|
Interest on a
taxable equivalent basis)
|
|
Change Due To
|
|
|
Change Due To
|
|
(In
Millions) |
|
Volume
|
Rate
|
Total
|
|
Volume
|
Rate
|
Total
|
Increase (Decrease) in Interest Income
|
|
|
|
|
|
|
|
|
Money
Market Assets
|
|
|
|
|
|
|
|
|
Federal Funds Sold and Resell Agreements
|
|
$ 6.6
|
$ (3.8)
|
$ 2.8
|
|
$ 8.3
|
$ (1.2)
|
$ 7.1
|
Time Deposits with Banks
|
|
33.9
|
(24.6)
|
9.3
|
|
13.8
|
7.7
|
21.5
|
Other
|
|
1.9
|
(.4)
|
1.5
|
|
(.5)
|
.2
|
(.3)
|
Securities
|
|
|
|
|
|
|
|
|
U.S. Government
|
|
(4.8)
|
(2.1)
|
(6.9)
|
|
(26.9)
|
.5
|
(26.4)
|
Obligations of States and Political
Subdivisions
|
|
5.2
|
(2.9)
|
2.3
|
|
2.2
|
(2.1)
|
.1
|
Federal Agency
|
|
24.1
|
(22.6)
|
1.5
|
|
84.8
|
(4.6)
|
80.2
|
Other
|
|
3.8
|
(.4)
|
3.4
|
|
1.5
|
1.9
|
3.4
|
Trading Account
|
|
-
|
-
|
-
|
|
.2
|
(.1)
|
.1
|
Loans and Leases
|
|
79.7
|
(25.4)
|
54.3
|
|
100.1
|
(12.3)
|
87.8
|
|
|
|
|
|
|
|
|
|
Total
|
|
$150.4
|
$(82.2)
|
$ 68.2
|
|
$183.5
|
$(10.0)
|
$173.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Interest Expense
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
|
|
|
Savings and Money Market
|
|
$ 18.7
|
$ (4.4)
|
$ 14.3
|
|
$ 12.3
|
$ 3.2
|
$ 15.5
|
Savings Certificates
|
|
2.5
|
(7.3)
|
(4.8)
|
|
6.1
|
(1.2)
|
4.9
|
Other Time
|
|
4.0
|
(1.9)
|
2.1
|
|
(7.8)
|
(1.0)
|
(8.8)
|
Foreign Offices Time
|
|
35.2
|
(35.3)
|
(.1)
|
|
40.1
|
6.5
|
46.6
|
Federal Funds Purchased
|
|
30.2
|
(9.0)
|
21.2
|
|
49.6
|
(2.2)
|
47.4
|
Repurchase Agreements
|
|
22.0
|
(6.4)
|
15.6
|
|
(.7)
|
(.8)
|
(1.5)
|
Commercial Paper
|
|
(.2)
|
(.5)
|
(.7)
|
|
.2
|
(.1)
|
.1
|
Other
Borrowings
|
|
(18.3)
|
(4.8)
|
(23.1)
|
|
21.8
|
(1.9)
|
19.9
|
Senior Notes
|
|
(3.9)
|
(2.0)
|
(5.9)
|
|
6.4
|
(.8)
|
5.6
|
Long-Term Debt
|
|
6.9
|
(.8)
|
6.1
|
|
.7
|
(1.5)
|
(.8)
|
Debt-Floating Rate Capital Securities
|
|
-
|
(.8)
|
(.8)
|
|
2.6
|
(.2)
|
2.4
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ 97.1
|
$ (73.2)
|
$ 23.9
|
|
$131.3
|
$ -
|
$131.3
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) In Net Interest Income
|
|
$ 53.3
|
$ (9.0)
|
$ 44.3
|
|
$ 52.2
|
$ (10.0)
|
$ 42.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
Changes not due only to volume changes or rate changes are included in the
change due to rate column.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Analysis of Reserve for Credit Losses
|
|
|
|
(In Millions) |
1999 |
1998 |
1997 |
1996 |
1995 |
Balance at Beginning of Year
|
$ 146.8
|
$ 147.6
|
$ 148.3
|
$ 147.1
|
$144.8
|
|
|
|
|
|
|
Charge-Offs
|
|
|
|
|
|
Residential Real Estate
|
1.0
|
.8
|
.8
|
.2
|
.6
|
Commercial
|
7.2
|
9.6
|
11.4
|
6.2
|
5.5
|
Commercial Real Estate
|
.3
|
.3
|
.7
|
7.4
|
3.6
|
Personal
|
1.1
|
.8
|
1.3
|
1.5
|
1.2
|
Other
|
.2
|
.3
|
.2
|
.1
|
.2
|
Lease Financing
|
-
|
-
|
-
|
-
|
-
|
International
|
-
|
-
|
-
|
.2
|
.6
|
|
|
|
|
|
|
Total Charge-Offs
|
9.8
|
11.8
|
14.4
|
15.6
|
11.7
|
|
|
|
|
|
|
Recoveries
|
|
|
|
|
|
Residential Real Estate
|
.2
|
.2
|
.1
|
.2
|
-
|
Commercial
|
.6
|
.6
|
2.3
|
.5
|
2.1
|
Commercial Real Estate
|
.1
|
.7
|
1.6
|
1.9
|
2.3
|
Personal
|
.4
|
.3
|
.6
|
.6
|
.5
|
Other
|
.1
|
-
|
.1
|
.1
|
.2
|
Lease Financing
|
-
|
-
|
-
|
-
|
-
|
International
|
-
|
-
|
-
|
.5
|
.7
|
|
|
|
|
|
|
Total Recoveries
|
1.4
|
1.8
|
4.7
|
3.8
|
5.8
|
|
|
|
|
|
|
Net Charge-Offs
|
8.4
|
10.0
|
9.7
|
11.8
|
5.9
|
Provision for Credit Losses
|
12.5
|
9.0
|
9.0
|
12.0
|
6.0
|
Reserve Related to Acquisitions
|
-
|
.2
|
-
|
1.0
|
2.2
|
|
|
|
|
|
|
Net Change in Reserve
|
4.1
|
(.8)
|
(.7)
|
1.2
|
2.3
|
|
|
|
|
|
|
Balance at End of Year
|
$ 150.9
|
$ 146.8
|
$ 147.6
|
$148.3
|
$147.1
|
|
|
|
|
|
|
Loans and Leases at Year-End
|
$15,374.5
|
$13,646.9
|
$12,588.2
|
$10,937.4
|
$9,906.0
|
|
|
|
|
|
|
Average Total Loans and Leases
|
$14,547.8
|
$13,315.0
|
$11,812.9
|
$10,332.1
|
$9,136.0
|
|
|
|
|
|
|
As a Percent of Year-End Loans and Leases
|
|
|
|
|
|
Net Loan Charge-Offs
|
.05%
|
.07%
|
.08%
|
.11%
|
.06%
|
Provision for Credit Losses
|
.08
|
.07
|
.07
|
.11
|
.06
|
Reserve Balance at Year-End
|
.98
|
1.08
|
1.17
|
1.36
|
1.49
|
|
|
|
|
|
|
As a Percent of Average Loans and Leases
|
|
|
|
|
|
Net Loan Charge-Offs
|
.06%
|
.07%
|
.08%
|
.11%
|
.06%
|
Reserve Balance at Year-End
|
1.04
|
1.10
|
1.25
|
1.44
|
1.61
|
|
|
|
|
|
|
International Operations (Based
on Obligor's Domicile)
See also Note 27 titled
"Business Segments and Related Information" on page 70 of the
Corporation's Annual Report to Stockholders for the year ended December 31,
1999, which is incorporated herein by reference.
Selected Average Assets and
Liabilities Attributable to International Operations
|
|
|
|
|
|
(In Millions)
|
1999
|
1998
|
1997
|
1996
|
1995
|
|
|
|
|
|
|
Total Assets
|
$4,595.1
|
$3,883.9
|
$3,507.7
|
$2,365.5
|
$2,282.0
|
|
|
|
|
|
|
Time Deposits with Banks
|
3,548.3
|
2,827.0
|
2,574.5
|
1,699.3
|
1,643.7
|
Other Money Market Assets
|
1.8
|
-
|
.1
|
.1
|
.1
|
Loans
|
544.7
|
651.4
|
537.9
|
380.5
|
344.3
|
Customers' Acceptance Liability
|
.7
|
.7
|
.5
|
1.1
|
1.9
|
Foreign Investments
|
26.7
|
27.4
|
22.2
|
23.4
|
14.3
|
|
|
|
|
|
|
Total Liabilities
|
$7,665.7
|
$6,815.5
|
$5,960.7
|
$4,551.2
|
$4,163.5
|
|
|
|
|
|
|
Deposits
|
7,443.1
|
6,640.9
|
5,747.2
|
4,435.7
|
3,992.2
|
Liability on Acceptances
|
.7
|
.7
|
.5
|
1.1
|
1.9
|
|
|
|
|
|
|
Percent of International Related Average Assets and
Liabilities to Total Consolidated Average Assets
|
1999
|
1998
|
1997
|
1996
|
1995
|
|
|
|
|
|
|
Assets
|
15%
|
14%
|
15%
|
11%
|
12%
|
|
|
|
|
|
|
Liabilities
|
25
|
25
|
25
|
22
|
21
|
|
|
|
|
|
|
Reserve for Credit Losses Relating to International
Operations
|
|
|
|
|
|
(In
Millions)
|
1999
|
1998
|
1997
|
1996
|
1995
|
|
|
|
|
|
|
Balance at Beginning of Year
|
$3.6
|
$5.0
|
$3.6
|
$3.5
|
$4.7
|
Charge-Offs
|
-
|
-
|
-
|
(.2)
|
(.6)
|
Recoveries
|
-
|
-
|
-
|
.5
|
.7
|
Provision for Credit Losses
|
(.1)
|
(1.4)
|
1.4
|
(.2)
|
(1.3)
|
|
|
|
|
|
|
Balance at End of Year
|
$3.5
|
$3.6
|
$5.0
|
$3.6
|
$3.5
|
|
|
|
|
|
|
The Securities
and Exchange Commission requires the disclosure of the reserve for credit losses that is
applicable to international operations. The above table has been prepared in
compliance with this disclosure requirement and is used in determining
international operating performance. The amounts shown in the table should
not be construed as being the only amounts that are available for
international loan charge-offs, since the entire reserve for credit losses
is available to absorb losses on both domestic and international loans. In
addition, these amounts are not intended to be indicative of future
charge-off trends.
Distribution of International Loans and
Deposits by Type
|
December 31
|
|
|
Loans
|
1999
|
1998
|
1997
|
1996
|
1995
|
|
|
|
|
|
|
Commercial
|
$377.4
|
$298.3
|
$240.1
|
$226.6
|
$259.9
|
Foreign Governments and
Official Institutions
|
150.1
|
84.0
|
115.2
|
118.3
|
103.7
|
Banks
|
58.0
|
99.3
|
51.2
|
22.8
|
37.3
|
Other
|
40.1
|
16.2
|
63.7
|
14.3
|
3.3
|
|
|
|
|
|
|
Total
|
$625.6
|
$497.8
|
$470.2
|
$382.0
|
$404.2
|
|
|
|
|
|
|
|
December 31
|
|
|
Deposits |
|
1999
|
1998
|
1997
|
|
|
|
|
|
Commercial |
|
$5,251.5
|
$5,261.0
|
$4,473.3
|
Foreign Governments and Official
Institutions |
|
2,179.2
|
1,098.8
|
782.1
|
Banks |
|
888.5
|
481.1
|
443.4
|
Other Time |
|
445.6
|
512.3
|
490.6
|
Other Demand |
|
14.1
|
16.4
|
11.8
|
|
|
|
|
|
Total |
|
$8,778.9
|
$7,369.6
|
$6,201.2
|
|
|
|
|
|
CREDIT RISK MANAGEMENT
For the discussion of Credit Risk
Management, see the following information that is incorporated herein by
reference to the Corporation's Annual Report to Stockholders for the year
ended December 31, 1999:
|
|
1999
Annual Report
Page(s)
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
1. Accounting Policies
|
|
|
F. Interest Risk Management
Instruments
|
|
49
|
G. Loans and Leases
|
|
50
|
H. Reserve for Credit
Losses
|
|
50
|
L. Other Real Estate Owned
|
|
51
|
5. Loans and Leases
|
|
53
|
6. Reserve for Credit Losses
|
|
54
|
20. Contingent Liabilities
|
|
63
|
21.
Off-Balance Sheet Financial Instruments
|
|
63-66
|
|
|
|
Management's Discussion and Analysis of Financial Condition and
Results of Operations
|
|
|
|
|
|
Asset Quality and Credit Risk Management
|
|
35-40
|
|
|
|
In addition, the schedules on pages 18 and
19 of this Form 10-K should be read in conjunction with the "Credit
Risk Management" section:
INTEREST RATE SENSITIVITY ANALYSIS
For the discussion of interest rate sensitivity, see
the section entitled "Market Risk Management" on pages 40 to 42
of Management's Discussion and Analysis of Financial Condition and Results
of Operations of the Corporation's Annual Report to Stockholders for the
year ended December 31, 1999, which is incorporated herein by
reference.
The following unaudited Consolidated Balance Sheet and
Consolidated Statement of Income for The Northern Trust Company were
prepared in accordance with generally accepted accounting principles and
are provided here for informational purposes. These consolidated financial
statements should be read in conjunction with the
footnotes accompanying the consolidated financial statements,
included in the Corporation's Annual Report to Stockholders for the year
ended December 31, 1999, and incorporated herein by reference on page 27 of
this Form 10-K.
|
|
|
|
|
|
The Northern Trust Company
|
|
|
|
Consolidated Balance Sheet (unaudited)
|
|
|
|
|
|
|
|
|
|
December 31
|
|
|
|
(In
Millions)
|
|
1999
|
1998
|
|
|
|
|
Assets
|
|
|
|
Cash and Due from Banks
|
|
$1,779.7
|
$2,184.2
|
Federal Funds Sold and Securities Purchased under Agreements to
Resell
|
|
1,482.1
|
1,545.4
|
Time Deposits with Banks
|
|
2,291.4
|
3,264.2
|
Other Interest-Bearing
|
|
253.7
|
184.4
|
Securities
|
|
|
|
Available for Sale
|
|
5,091.8
|
5,078.7
|
Held to Maturity (Fair Value - $683.2 in 1999 and
$438.2 in 1998)
|
|
696.1
|
426.6
|
|
|
|
|
Total
Securities
|
|
5,787.9
|
5,505.3
|
|
|
|
|
Loans
|
|
|
|
Commercial and Other
|
|
7,446.0
|
6,389.2
|
Residential Mortgages
|
|
3,125.1
|
2,968.5
|
|
|
|
|
Total Loans and Leases
(Net of unearned income - $319.6 in 1999 and $222.1 in 1998)
|
|
10,571.1
|
9,357.7
|
|
|
|
|
Reserve for Credit Losses
|
|
(115.7)
|
(111.7)
|
Buildings and Equipment
|
|
293.6
|
260.3
|
Customers' Acceptance Liability
|
|
32.5
|
31.4
|
Trust Security Settlement Receivables
|
|
323.1
|
336.7
|
Other Assets
|
|
800.7
|
746.3
|
|
|
|
|
Total Assets
|
|
$23,500.1
|
$23,304.2
|
|
|
|
|
Liabilities
|
|
|
|
Deposits
|
|
|
|
Demand and Other Noninterest-Bearing
|
|
$3,790.5
|
$3,281.8
|
Savings and Money Market Deposits
|
|
3,002.3
|
2,524.2
|
Savings Certificates
|
|
1,408.3
|
1,281.7
|
Other Time
|
|
695.9
|
350.0
|
Foreign OfficesDemand
|
|
469.1
|
413.5
|
Time
|
|
7,699.5
|
6,496.2
|
|
|
|
|
Total Deposits
|
|
17,065.6
|
14,347.4
|
|
|
|
|
Federal Funds Purchased
|
|
671.9
|
2,312.0
|
Securities Sold under Agreements to Repurchase
|
|
954.5
|
2,072.6
|
Other Borrowings
|
|
1,025.1
|
1,091.4
|
Senior Notes
|
|
500.0
|
700.0
|
Long-Term Debt
|
|
655.9
|
455.0
|
Liability on Acceptances
|
|
32.5
|
31.4
|
Other Liabilities
|
|
933.8
|
839.7
|
|
|
|
|
Total
Liabilities
|
|
21,839.3
|
21,849.5
|
|
|
|
|
|
|
|
|
Stockholder's Equity
|
|
|
|
Capital Stock
Par Value $60
|
|
213.8
|
213.8
|
Surplus
|
|
245.3
|
245.3
|
Undivided Profits
|
|
1,203.0
|
996.8
|
Net
Unrealized Loss on Securities Available for Sale
|
|
(1.3)
|
(1.2)
|
|
|
|
|
Total Stockholder's
Equity
|
|
1,660.8
|
1,454.7
|
|
|
|
|
Total Liabilities and Stockholder's Equity
|
|
$23,500.1
|
$23,304.2
|
|
|
|
|
The Northern Trust Company
|
|
|
|
|
Consolidated Statement of Income (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
1999
|
1998
|
1997
|
Noninterest Income
|
|
|
|
|
Trust Fees
|
|
$599.7
|
$522.9
|
$456.9
|
Foreign Exchange Trading Profits
|
|
107.5
|
103.5
|
104.7
|
Treasury Management Fees
|
|
66.8
|
68.9
|
59.2
|
Security Commissions and Trading
Income
|
|
.5
|
.6
|
.9
|
Other Operating Income
|
|
40.9
|
39.6
|
42.0
|
Investment Security Gains
|
|
.7
|
1.0
|
.7
|
|
|
|
|
|
Total Noninterest Income
|
|
816.1
|
736.5
|
664.4
|
|
|
|
|
|
Interest Income
|
|
|
|
|
Loans and Leases
|
|
623.0
|
597.9
|
548.6
|
Securities
|
|
|
|
|
- Available for
Sale
|
|
357.0
|
364.5
|
310.0
|
- Held to
Maturity
|
|
29.5
|
24.8
|
26.5
|
- Trading Account
|
|
|
|
|
|
|
|
|
|
Total Securities
|
|
386.5
|
389.3
|
336.5
|
|
|
|
|
|
Time Deposits with Banks
|
|
164.3
|
155.0
|
133.5
|
Federal Funds Sold, Securities Purchased
under Agreements to Resell and Other
|
|
90.2
|
83.3
|
71.9
|
|
|
|
|
|
Total Interest Income
|
|
1,264.0
|
1,225.5
|
1,090.5
|
|
|
|
|
|
Interest Expense
|
|
|
|
|
Deposits
|
|
465.9
|
471.0
|
445.3
|
Federal Funds Purchased
|
|
163.9
|
141.0
|
93.3
|
Securities Sold under Agreements to
Repurchase
|
|
91.4
|
76.8
|
77.4
|
Other Borrowings
|
|
107.0
|
130.2
|
107.8
|
Senior Notes
|
|
30.6
|
36.5
|
30.9
|
Long-Term Debt
|
|
37.8
|
29.0
|
24.4
|
|
|
|
|
|
Total Interest Expense
|
|
896.6
|
884.5
|
779.1
|
|
|
|
|
|
Net Interest Income
|
|
367.4
|
341.0
|
311.4
|
Provision for Credit Losses
|
|
10.8
|
3.0
|
5.6
|
|
|
|
|
|
Net Interest Income after Provision for Credit
Losses
|
|
356.6
|
338.0
|
305.8
|
|
|
|
|
|
Income before Noninterest Expenses
|
|
1,172.7
|
1,074.5
|
970.2
|
|
|
|
|
|
Noninterest Expenses
|
|
|
|
|
Compensation
|
|
407.0
|
370.4
|
322.7
|
Employee Benefits
|
|
71.9
|
68.3
|
58.0
|
Occupancy Expense
|
|
50.7
|
46.7
|
45.8
|
Equipment Expense
|
|
50.3
|
50.5
|
51.3
|
Other Operating Expenses
|
|
182.4
|
154.4
|
143.4
|
|
|
|
|
|
Total Noninterest Expenses
|
|
762.3
|
690.3
|
621.2
|
|
|
|
|
|
Income before Income Taxes
|
|
410.4
|
384.2
|
349.0
|
Provision for Income Taxes
|
|
136.1
|
130.6
|
117.4
|
|
|
|
|
|
Net Income
|
|
$274.3
|
$253.6
|
$231.6
|
|
|
|
|
|
Dividends Paid to the Corporation
|
|
$75.0
|
$75.0
|
$50.0
|
|
|
|
|
|
|
|
|
|
|
Supplemental Item-Executive Officers of the Registrant
WILLIAM A. OSBORN
Mr. Osborn became Chairman of the Board of the
Corporation and the Bank in October 1995, and Chief Executive Officer of
the Corporation and the Bank in June 1995. He held the title of President
of the Corporation and the Bank from January 1994 to October 1995 and Chief
Operating Officer from January 1994 through June 1995. Mr. Osborn, 52,
began his career with the Bank in 1970.
BARRY G. HASTINGS
Mr. Hastings became President of the Corporation and
the Bank in October 1995, and Chief Operating Officer of the Corporation
and the Bank in June 1995. He held the title of Vice Chairman of the
Corporation and the Bank from January 1994 through June 1995. Mr. Hastings,
52, began his career with the Corporation in 1974.
DAVID L. EDDY
Mr. Eddy became a Senior Vice President of the
Corporation and the Bank and Treasurer of the Corporation in 1986. Mr.
Eddy, 63, joined the Bank in 1960.
JAMES J. MITCHELL
Mr. Mitchell became President - Worldwide Operations
and Technology of the Corporation and the Bank in September 1999, and has
served as an Executive Vice President of the Bank since December 1987 and
of the Corporation since October 1994. Mr. Mitchell, 57, joined the Bank in
1964.
SHEILA A. PENROSE
Ms. Penrose became President - C&IS of the
Corporation and the Bank in January 1998, and has served as an Executive
Vice President of the Bank since November 1993 and of the Corporation since
November 1994. Ms. Penrose, 54, began her career with the Corporation in
1977.
PERRY R. PERO
Mr. Pero became Vice Chairman of the Corporation and
the Bank in September 1999, and has served as Chief Financial Officer of
the Corporation and the Bank and Cashier of the Bank since September 1988.
Mr. Pero is also head of the Risk Management Unit and Chairman of the
Corporate Asset and Liability Policy Committee. He held the title of Senior
Executive Vice President of the Corporation and the Bank from 1992 until
September 1999. Mr. Pero, 60, joined the Bank in 1964.
PETER L. ROSSITER
Mr. Rossiter has served as Executive Vice President and
General Counsel of the Corporation and the Bank since 1993. He also held
the title of Secretary of the Corporation and the Bank from April 1993
through November 1997 and has served as an Assistant Secretary since then.
Mr. Rossiter, 51, joined the Corporation in 1992, prior to which he was a
partner in the law firm of Schiff Hardin & Waite.
HARRY W. SHORT
Mr. Short became an Executive Vice President of the
Corporation and the Bank in September 1999, and has served as Controller of
the Corporation and the Bank since October 1994. He held the title of
Senior Vice President of the Corporation and the Bank from 1990 through
September 1999. Mr. Short, 52, joined the Corporation and the Bank in 1990,
prior to which he was a partner in the accounting firm of KPMG Peat
Marwick.
JAMES M. SNYDER
Mr. Snyder was appointed Executive Vice President of
the Corporation and the Bank in November 1996 and served as Chief
Investment Officer from September 1995. He was also named Vice Chairman of
the Northern Trust Global Investments Business Unit in February 2000. He
had been a Senior Vice President of the Bank from 1991 to 1996. Mr. Snyder,
53, joined the Bank in 1969.
MARK
STEVENS
Mr. Stevens became President - PFS of the Corporation
and the Bank in January 1998, and has served as an Executive Vice President
of the Corporation and the Bank since February 1996. He served as Chief
Executive Officer of Northern Trust Bank of Florida N.A., from 1987 to
1996. Mr. Stevens, 52, joined the Corporation in 1979.
STEPHEN B. TIMBERS
Mr. Timbers joined Northern Trust in February 1998,
when he was named President - NTGI and an Executive Vice President of the
Corporation and the Bank. From January 1996 to December 1997, Mr. Timbers,
55, was President, Chief Executive Officer and Chief Investment Officer of
Zurich Kemper Investments, Inc. (formerly Kemper Financial Services, Inc.),
the investment adviser to the Kemper Funds and the parent organization of
Zurich Investment Management, Inc. From January 1992 until January 1996, he
served as President and Chief Operating Officer of Kemper
Corporation.
WILLIAM S. TRUKENBROD
Mr. Trukenbrod was appointed an Executive Vice
President of the Corporation and the Bank in February 1994, and is
currently Chairman of the Credit Policy Committee. Mr. Trukenbrod, 60,
joined the Bank in 1962.
The positions of Chairman of the Board, Chief Executive
Officer and President are elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each annual meeting of
stockholders. The other officers are appointed annually by the Board.
Officers continue to hold office until their successors are duly elected or
until their death, resignation or removal by the Board.
Item 2-Properties
The executive offices of the Corporation and the Bank
are located at 50 South LaSalle Street in the financial district of
Chicago. This Bank-owned building is occupied by various divisions of
Northern Trust's business units. Financial services are provided by the
Bank at this location. Adjacent to this building are two office buildings
in which the Bank leases approximately 370,000 square feet of space
principally for staff divisions of the business units. The Bank also leases
approximately 40,000 square feet of a building at 125 South Wacker Drive in
Chicago for banking operations and personal banking services. Financial
services are also provided by the Bank at seventeen other Chicago
metropolitan area locations, five of which are owned and twelve of which
are leased. The Bank's trust and banking operations are located in a
465,000 square foot facility at 801 South Canal Street in Chicago. The
building is leased by the Corporation under terms that qualify as a capital
lease. In January 2000, the Bank closed on an agreement to purchase a
building and adjacent land located across the street from the Chicago
operations center. The building, which is located at 840 South Canal Street
and contains approximately 340,000 square feet of office space, houses the
computer data center and will be used for future expansion. Prior to the
purchase date, the Bank leased under the agreement, in phases that began in
November 1997, approximately 130,000 square feet of the building. Space for
the Bank's London and Singapore Branches, Edge Act subsidiary and The
Northern Trust Company, Canada are leased.
The Corporation's other subsidiaries operate from
seventy-one locations, fourteen of which are owned and fifty-seven of which
are leased. Detailed information regarding the addresses of all Northern
Trust's locations can be found on pages 80 and 81 in the Corporation's
Annual Report to Stockholders for the year ended December 31, 1999, which
is incorporated herein by reference.
The Corporation believes that its owned and leased
facilities are suitable and adequate for its business needs. For additional
information relating to properties and lease commitments, refer to Note 8
titled "Buildings and Equipment" and Note 9 titled "Lease
Commitments" on page 54 of the Corporation's Annual Report to
Stockholders for the year ended December 31, 1999, which information is
incorporated herein by reference.
Item 3-Legal Proceedings
The information called for by this item is incorporated
herein by reference to Note 20 titled "Contingent Liabilities" on
page 63 of the Corporation's Annual Report to Stockholders for the year
ended December 31, 1999.
Item 4-Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5-Market for Registrant's Common Equity and Related Stockholder Matters
The information called for by this item is incorporated
herein by reference to the section of the Consolidated Financial Statistics
titled "Common Stock Dividend and Market Price" on page 75 of the
Corporation's Annual Report to Stockholders for the year ended December 31,
1999.
Information regarding dividend restrictions of the
Corporation's banking subsidiaries is incorporated herein by reference to
Note 15 titled "Restrictions on Subsidiary Dividends and Loans or
Advances" on page 59 of the Corporation's Annual Report to
Stockholders for the year ended December 31, 1999.
Item 6-Selected Financial Data
The information called for by this item is incorporated
herein by reference to the table titled "Summary of Selected
Consolidated Financial Data" on page 23 of the Corporation's Annual
Report to Stockholders for the year ended December 31, 1999.
Item 7-Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information called for by this item is incorporated
herein by reference to "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 23 through 44
of the Corporation's Annual Report to Stockholders for the year ended
December 31, 1999.
Item 7A-Quantitative and Qualitative Disclosures About Market
Risk
The information called for by this item is incorporated
herein by reference to "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 40 through 42
of the Corporation's Annual Report to Stockholders for the year ended
December 31, 1999.
Item 8-Financial Statements and Supplementary Data
The following financial statements of the Corporation
and its subsidiaries included in the Corporation's Annual Report to
Stockholders for the year ended December 31, 1999, are incorporated herein
by reference.
For Northern Trust Corporation and Subsidiaries:
|
|
1999
Annual
Report
Page(s)
|
|
|
|
Consolidated Balance Sheet-December 31, 1999 and 1998
|
|
45
|
Consolidated Statement of Income-Years Ended December 31, 1999,
1998 and 1997
|
|
46
|
Consolidated Statement of Comprehensive Income-Years Ended
December 31, 1999, 1998 and 1997
|
|
46
|
Consolidated Statement of Changes in Stockholders' Equity-Years
Ended December 31, 1999, 1998 and 1997
|
|
47
|
Consolidated Statement of Cash Flows-Years Ended December 31,
1999, 1998 and 1997
|
|
48
|
|
|
|
For Northern Trust Corporation (Corporation
Only)
|
|
|
|
|
|
Condensed Balance Sheet-December 31, 1999 and 1998
|
|
72
|
Condensed Statement of Income-Years Ended December 31, 1999,
1998 and 1997
|
|
72
|
Consolidated Statement of Comprehensive Income-Years Ended
December 31, 1999, 1998 and 1997
|
|
46
|
Consolidated Statement of Changes in Stockholders' Equity-Years
Ended December 31, 1999, 1998 and 1997
|
|
47
|
Condensed Statement of Cash Flows-Years Ended December 31,
1999, 1998 and 1997
|
|
73
|
|
|
|
Notes to Consolidated Financial Statements
|
|
49-73
|
|
|
|
Report of Independent Public Accountants
|
|
74
|
|
|
|
The section titled "Quarterly Financial Data"
on page 75 of the Corporation's Annual Report to Stockholders for the year
ended December 31, 1999, is incorporated herein by reference.
Item 9-Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10-Directors and Executive Officers of the Registrant
The information called for by Item 10 relating to
Directors and Nominees for election to the Board of Directors is
incorporated herein by reference to pages 3 through 6 of the Corporation's
definitive 2000 Notice and Proxy Statement filed on March 13, 2000 in
connection with the solicitation of proxies for the Annual Meeting of
Stockholders to be held April 18, 2000. The information called for by Item
10 relating to Executive Officers is set forth in Part I of this Annual
Report on Form 10-K. The information called for by Item 10 relating to Item
405 disclosure of delinquent Form 3, 4 or 5 filers is incorporated by
reference to page 9 of the Corporation's definitive 2000 Notice and Proxy
Statement filed on March 13, 2000 in connection with the solicitation of
proxies for the Annual Meeting of Stockholders to be held April 18,
2000.
Item 11-Executive Compensation
The information called for by this item is incorporated
herein by reference to page 8 and pages 14 through 23 of the Corporation's
definitive 2000 Notice and Proxy Statement filed in connection with the
solicitation of proxies for the Annual Meeting of Stockholders to be held
April 18, 2000.
Item 12-Security Ownership of Certain Beneficial Owners and Management
The information called for by this item is incorporated
herein by reference to pages 10 through 13 of the Corporation's definitive
2000 Notice and Proxy Statement filed in connection with the solicitation
of proxies for the Annual Meeting of Stockholders to be held April 18,
2000.
Item 13-Certain Relationships and Related Transactions
The information called for by this item is incorporated
herein by reference to pages 8 and 9 of the Corporation's definitive 2000
Notice and Proxy Statement filed in connection with the solicitation of
proxies for the Annual Meeting of Stockholders to be held April 18,
2000.
PART IV
Item 14-Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Item 14(a)(1) and (2)-Northern Trust Corporation and
Subsidiaries List of Financial Statements
and Financial Statement Schedules
The following financial information is set forth in
Item 1 for informational purposes only:
Financial Information of The Northern Trust Company
(Bank Only):
Unaudited Consolidated Balance SheetDecember 31,
1999 and 1998.
Unaudited Consolidated Statement of IncomeYears
Ended December 31, 1999, 1998 and 1997.
The following consolidated financial statements of the
Corporation and its subsidiaries are incorporated
by reference into Item 8 from the Corporation's Annual Report to Stockholders
for the year ended
December 31, 1999:
Consolidated Financial Statements of Northern Trust
Corporation and Subsidiaries:
Consolidated Balance SheetDecember 31, 1999 and
1998.
Consolidated Statement of IncomeYears Ended
December 31, 1999, 1998 and 1997.
Consolidated Statement of Comprehensive Income
Years Ended December 31, 1999, 1998 and 1997.
Consolidated Statement of Changes in Stockholders'
EquityYears Ended December 31, 1999, 1998
and 1997.
Consolidated Statement of Cash FlowsYears Ended
December 31, 1999, 1998 and 1997.
The following financial information is incorporated by
reference into Item 8 from the Corporation's Annual Report to Stockholders
for the year ended December 31, 1999:
Financial Statements of Northern Trust Corporation
(Corporation):
Condensed Balance SheetDecember 31, 1999 and
1998.
Condensed Statement of IncomeYears Ended
December 31, 1999, 1998 and 1997.
Consolidated Statement of Comprehensive Income
Years Ended December 31, 1999, 1998 and 1997.
Consolidated Statement of Changes in Stockholders'
EquityYears Ended December 31, 1999,
1998 and 1997.
Condensed Statement of Cash FlowsYears Ended
December 31, 1999, 1998 and 1997.
The Notes to Consolidated Financial Statements as of December
31, 1999
, incorporated by reference into Item 8 from the Corporation's Annual Report
to Stockholders for the year ended December 31, 1999, pertain to the Bank
only information, consolidated financial statements and Corporation only
information listed above.
The Report of Independent Public Accountants incorporated by
reference
into Item 8 from the Corporation's Annual Report to Stockholders for the year
ended December 31, 1999 pertains to the consolidated financial statements
and Corporation only information listed above.
Financial statement schedules have been omitted for the
reason that they are not required or are not applicable.
The exhibits listed on the
Exhibit Index beginning on page 32
of this Form 10-K are filed herewith or are incorporated herein by reference
to other filings.
Item 14(b)-Reports on Form 8-K
In a report on Form 8-K dated October 18,
1999, Northern Trust incorporated by reference in Item 5 its October 18,
1999 press release, reporting on its earnings for the third quarter and
nine months of 1999. The press release, with summary financial information,
was filed as an exhibit pursuant to Item 7 of the Form 8-K. In a report on
Form 8-K dated November 16, 1999, Northern Trust Corporation incorporated by
reference in Item 5 its November 16, 1999 press release, announcing that
its Board of Directors had declared a 2-for-1 split of the common stock of
the Corporation, to be effected by means of a 100% stock distribution. One
share for each share held by stockholders of record on November 29, 1999,
was distributed on December 9, 1999. The Corporation also announced the
declaration of a quarterly cash dividend on shares of its common stock
outstanding after the split in the amount of 13.5 cents per share, which
was paid on January 3, 2000, to holders of record on December 10,
1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended, the Registrant has duly
caused this Form 10-K Annual Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: March 14, 2000
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Northern Trust Corporation
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(Registrant)
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By:
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William A. Osborn
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William A. Osborn
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Chairman of the Board and
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Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Form 10-K Annual Report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on
the date indicated.
Signature
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Title
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William A. Osborn
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Chairman of the Board,
Chief Executive Officer and Director
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William A. Osborn
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Perry R. Pero
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Vice Chairman and
Chief Financial Officer
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Perry R. Pero
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Harry W. Short
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Executive Vice President and Controller
(Chief Accounting Officer)
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Harry W. Short
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Dolores E. Cross
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Director
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) |
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Susan Crown
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Director
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Robert S. Hamada
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Director
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) |
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Barry G. Hastings
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Director
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Robert A. Helman
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Director
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Peter L. Rossiter |
Arthur
L. Kelly |
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Director |
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By: |
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Frederick A. Krehbiel
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Director
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Peter L. Rossiter
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William G. Mitchell
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Director
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Attorney-in-Fact
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Edward J. Mooney
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Director
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Harold B. Smith
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Director
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William D. Smithburg
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Director
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Bide
L. Thomas
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Director
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) |
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Date: March 14, 2000
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The following Exhibits are filed herewith or are
incorporated herein by reference.
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Exhibit Incorporated
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By Reference to
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Exhibit of Same Name
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Exhibit
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In Prior Filing*
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Number
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Description
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Or Filed Herewith
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(3)
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Articles of Incorporation and
By-laws |
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(i) |
Restated Certificate of Incorporation of
Northern Trust Corporation
as amended to date |
(10) |
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(ii) |
By-laws as amended to date
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(21) |
(4) |
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Instruments
Defining the Rights of Security Holders
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(i) |
Form of The Northern
Trust Company's Global Senior
Bank Note (Fixed Rate)
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Filed
Herewith
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(ii) |
Form of The Northern
Trust Company's Global Senior
Bank Note (Floating Rate)
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Filed
Herewith
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(iii) |
Form of The Northern
Trust Company's Global
Subordinated Bank Note (Fixed Rate)
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Filed
Herewith
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(iv) |
Form of The Northern
Trust Company's Global
Subordinated Bank Note (Floating Rate)
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Filed
Herewith
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(v) |
Junior Subordinated
Indenture, dated as of January 1, 1997,
between Northern Trust Corporation and The First National Bank of Chicago,
as Debenture Trustee
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(8)
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(vi) |
Amended Certificate of
Designations of Series A Junior Participating Preferred
Stock dated October 29, 1999
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Filed
Herewith
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(10) |
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Material
Contracts
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(i) |
Northern Trust Corporation Amended Incentive Stock Plan,
as amended May 20, 1986 **
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(1) |
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(1) |
Amendment dated November
1, 1996
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(7) |
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(ii) |
Lease dated July 1, 1988 between American National Bank & Trust
Company
of Chicago as Trustee under Trust Agreement dated February 12, 1986 and
known
as Trust No. 66603 (Landlord) and Nortrust Realty Management, Inc. (Tenant)
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(2) |
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(iii) |
Restated Northern Trust Employee Stock Ownership Plan, dated January 1,
1989,
as amended November 21, 1995 and April 26, 1996
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(7) |
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(1) |
Amendments effective
January 1, 1996 to the Northern Trust
Employee Stock Plan for former employees of Tanglewood Bank, N.A
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(10) |
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(2) |
Amendment effective
September 30, 1996 to the Northern Trust
Employee Stock Ownership Plan for certain former
employees of First Chicago NBD Corporation
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(10) |
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(3) |
Amendments effective
January 1, 1997 to the Northern Trust Employee
Stock Ownership Plan for former employees of Bent Tree National Bank.
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(10) |
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(4) |
Amendment dated March 25,
1998 to the Northern Trust Employee Stock
Ownership Plan
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(12) |
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(5) |
Amendment effective May
14, 1998 to the Northern Trust Employee
Stock Ownership Plan
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(14) |
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(6) |
Amendment effective August
1, 1998 to the Northern Trust Employee
Stock Ownership Plan
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(14) |
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(7) |
Amendment effective
December 31, 1998 to the Northern Trust Employee
Stock Ownership Plan
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(18) |
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(8)
Amendments effective January 1, 1999 to the Northern Trust Employee
Stock Ownership Plan
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(20)
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(9)
Amendment effective October 1, 1999 to the Northern Trust Employee
Stock Ownership Plan
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Filed Herewith
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(iv)
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Trust Agreement between The Northern Trust Company and Citizens and
Southern Trust Company (Georgia), N.A., (predecessor of NationsBank
which, effective January 1, 1998, was succeeded by U.S. Trust Company,
N.A.)
dated January 26, 1989
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(3)
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(1) Amendment
dated February 21, 1995
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(11)
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(2) Amendment
dated January 2, 1998
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(12)
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(v)
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Implementation Agreement dated June 26, 1996 between the Registrant,
The Northern Trust Company, the ESOP Trust and NationsBank
(South) N.A. as Trustee (effective January 1, 1998, U.S. Trust Company,
N.A. as successor Trustee)
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(6)
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(vi)
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Term Loan
Agreement between the ESOP Trust and the Registrant dated
June 28, 1996
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(6)
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(1) Amendment
dated as of June 30, 1999
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(21)
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(vii)
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Deferred
Compensation Plans Trust Agreement dated May 11, 1998 between
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The Northern
Trust Company and Harris Trust and Savings Bank as Trustee
(which, effective August 31, 1999, was succeeded by U.S. Trust Company,
N.A.)
regarding the Restated Supplemental Employee Stock Ownership Plan for
Employees of The Northern Trust Company, the Restated Supplemental
Thrift-Incentive Plan for Employees of The Northern Trust Company, the
Restated Supplemental Pension Plan for Employees of The Northern Trust
Company, and the Northern Trust Corporation Deferred Compensation
Plan**
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(14)
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(1) Amendment
dated August 31, 1999
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(21)
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(viii)
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Restated
Supplemental Employee Stock Ownership Plan for Employees of
The Northern Trust Company as amended and restated as of July 20, 1999**
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(21)
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(ix)
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Restated Supplemental Thrift-Incentive Plan for Employees of The Northern
Trust Company as amended and restated as of July 20, 1999**
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(21)
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(1)
Amendment dated December 31, 1999
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Filed Herewith
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(x)
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Restated Supplemental Pension Plan for Employees of The Northern Trust
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Company as amended and restated as of July 20, 1999**
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(21)
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(xi)
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Northern
Trust Deferred Compensation Plan dated as of May 1, 1998**
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(14)
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(xii)
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Rights
Agreement, dated as of July 21, 1998, between Northern Trust
Corporation and Norwest Bank Minnesota, N.A.
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(13)
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(1) Amendment
No. 1 to Rights Agreement dated as of November 18, 1998
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(16)
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(2) Amendment
No. 2 to Rights Agreement dated as of February 16, 1999
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(17)
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(xiii)
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Lease dated August 27, 1985 between American National Bank &
Trust Company of Chicago as Trustee under Trust Agreement dated April 5,
1990 and known as Trust No. 110513-07 (Landlord) and The Northern Trust
Company (Tenant), as amended
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(4)
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(1) First
Amendment to Agreement of Lease dated August 15, 1986
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(5)
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(2) Second
Amendment to Agreement of Lease dated August 6, 1987
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(5)
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(3) Third
Amendment to Agreement of Lease dated May 20, 1988
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(5)
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(4) Fourth
Amendment to Agreement of Lease dated May 1, 1990
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(5)
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(5) Fifth
Amendment to Agreement of Lease dated January 12, 1995
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(5)
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(6) Sixth
Amendment to Agreement of Lease dated November 30, 1995
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(5)
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(7)
Seventh Amendment to Agreement of Lease dated February 24, 1998
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(12)
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(xiv)
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Lease dated July 8, 1987 between American National Bank & Trust
Company of Chicago as Trustee under Trust Agreement dated July 12, 1984
and known as Trust No. 61523 (Landlord) and The Northern Trust Company
(Tenant), as amended
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(4)
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(1) First Amendment to Office Lease
dated October 20, 1987
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(9)
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(2) Second Amendment to Office Lease
dated January 16, 1998
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(12)
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(3) Third Amendment to Office Lease
dated May 27, 1998
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(15)
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(xv) |
Amended 1992 Incentive Stock
Plan**
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(10)
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(1) Amendment dated January 20,
1998
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(20)
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(2) Amendment dated September 15,
1998
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(20)
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(3) Amendment dated May 18, 1999
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(20)
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(xvi) |
Northern Trust Corporation (1999)
Management Performance Plan**
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(19)
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(xvii) |
Northern Trust Corporation (1999)
Annual Performance Plan**
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(19)
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(xviii) |
Northern Trust Corporation 1997 Stock
Plan for Non-Employee Directors**
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(18)
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(xix) |
Northern Trust Corporation 1997
Deferred Compensation Plan
for Non-Employee Directors As Amended**
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(18)
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(xx) |
Form of Employment Security Agreement
dated March 1, 1996 (and in
one case February 23, 1998) entered into between Northern Trust
Corporation and each of 8 executive officers - as amended**
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(6)
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(xxi) |
Form of Employment Security Agreement
dated May 21, 1996 entered
into between Northern Trust Corporation and each of 27 officers**
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(6)
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(xxii) |
Form of Employment Security Agreement
dated May 21, 1996 entered
into between Northern Trust Corporation and each of 7 officers**
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(6)
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(xxiii) |
Amended and Restated Trust Agreement
of NTC Capital I,
dated as of January 16, 1997, among Northern Trust Corporation,
as Depositor, The First National Bank of Chicago, as Property Trustee,
First Chicago Delaware, Inc., as Delaware Trustee, and the
Administrative Trustees named therein
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(8)
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(xxiv) |
Guarantee Agreement, dated as of
January 16, 1997, relating to
NTC Capital I, by and between Northern Trust Corporation, as Guarantor,
and The First National Bank of Chicago, as Guarantee Trustee
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(8)
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(xxv) |
Amended and Restated Trust Agreement
of NTC Capital II,
dated as of April 25, 1997, among Northern Trust Corporation,
as Depositor, The First National Bank of Chicago, as Property Trustee,
First Chicago Delaware, Inc., as Delaware Trustee, and the
Administrative Trustees named therein
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(10)
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(xxvi) |
Guarantee Agreement, dated as of April
25, 1997, relating to
NTC Capital II, by and between Northern Trust Corporation, as Guarantor,
and The First National Bank of Chicago, as Guarantee Trustee
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(10)
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(xxvii) |
Agreement between Fiserv Solutions,
Inc. and The Northern Trust
Company dated as of October 20, 1998
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(18)
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(13) |
1999
Annual Report to Stockholders
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Filed
Herewith
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(21) |
Subsidiaries of the Registrant
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Filed
Herewith
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(23) |
Consent of
Independent Public Accountants
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Filed
Herewith
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(24) |
Powers of
Attorney
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Filed
Herewith
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(27) |
Financial
Data Schedule
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Filed
Herewith
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(99) |
Additional Exhibits
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(i) |
Description of Common Stock (filed for
the purpose of updating the description
of Common Stock contained in the registration statement for such
securities)
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Filed
Herewith
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(ii) |
Corporate Governance Guidelines
Adopted May 18, 1999
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20
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*Prior Filings (File No. 0-5965,
except as noted)
(1)
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Quarterly Report on Form 10-Q for the
quarter ended September 30, 1986 |
(2)
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Annual Report on Form 10-K for the year
ended December 31, 1988 |
(3)
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Form 8-K dated January 26,
1989 |
(4)
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Annual Report on Form 10-K for the year
ended December 31, 1990 |
(5)
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Annual Report on Form 10-K for the year
ended December 31, 1995 |
(6)
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Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996 |
(7)
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Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996
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(8)
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Form 8-K dated January 22, 1997
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(9)
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Annual Report on Form 10-K for the year
ended December 31, 1996 |
(10)
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Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 |
(11)
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Annual Report on Form 10-K for the year
ended December 31, 1997 |
(12)
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Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 |
(13)
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Form 8-A dated July 24, 1998
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(14)
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Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998 |
(15)
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Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 |
(16)
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Form 8-K dated November 20, 1998
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(17)
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Form 8-K dated February 19, 1999
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(18)
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Annual Report on Form 10-K for the year
ended December 31, 1998 |
(19)
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Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999 |
(20)
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Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999 |
(21)
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Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999 |
** Denotes management contract or compensatory plan
or arrangement
Upon written request to Rose A. Ellis, Secretary,
Northern Trust Corporation, 50 South LaSalle Street, Chicago, Illinois
60675, copies of exhibits listed above are available to Northern Trust
Corporation stockholders by specifically identifying each exhibit desired
in the request.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the
Corporation hereby agrees to furnish the Commission, upon request, any
instrument defining the rights of holders of long-term debt of the
Corporation not filed as an exhibit herein. No such instrument authorizes
long-term debt securities in excess of 10% of the total assets of the
Corporation and its subsidiaries on a consolidated basis.