Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-219591
July 31, 2018
Northern Trust Corporation
Pricing Term Sheet
July 31, 2018
$500,000,000
3.65% Senior Notes due 2028
| Issuer | Northern Trust Corporation | |
| Security | 3.65% Senior Notes due 2028 | |
| Expected Ratings | A2 (Moody’s) / A+ (S&P) / AA- (Fitch) | |
| Currency | USD | |
| Principal Amount | $500,000,000 | |
| Maturity | August 3, 2028 | |
| Coupon | 3.65% | |
| Payment Frequency | Semi-Annually | |
| Day Count Convention | 30/360 | |
| Optional Redemption: | Redeemable in whole or in part, by the Issuer on or after 3 months prior to the maturity date at 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date | |
| Benchmark Treasury | 2.875% US Treasury due May 15, 2028 | |
| Spread to Benchmark Treasury | +70 bps | |
| Benchmark Treasury Spot and Yield | 99-07+; 2.965% | |
| Price to Public | 99.875% of principal amount | |
| Proceeds (Before Expenses) to Issuer | $497,125,000 (99.425%) | |
| Interest Payment Dates | February 3 and August 3 of each year, commencing February 3, 2019 | |
| Trade Date | July 31, 2018 | |
| Settlement Date | August 3, 2018 (T+3) | |
| Denominations | $2,000 x $1,000 | |
| CUSIP / ISIN | 665859AT1 / US665859AT17 | |
| Joint Book-Running Managers | Barclays Capital Inc. Morgan Stanley & Co. LLC UBS Securities LLC Wells Fargo Securities, LLC | |
| Co-Managers | Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| Junior Co-Managers | Loop Capital Markets LLC The Williams Capital Group, L.P. | |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
This communication is intended for the sole use of the person to whom it is provided by us. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (i) Barclays Capital Inc. at 1-888- 603-5847, (ii) Morgan Stanley & Co. LLC at 1-866-718-1649, (iii) UBS Securities LLC at 1-888-827-7275, or (iv) Wells Fargo Securities, LLC at 1-800-645-3751.
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