Northern Trust Corp 8-K, filed Apr 21, 2020
Northern Trust Corp (NTRS)
8-K
2020-04-21
For: 2020-04-21
View Original
Added on
April 11, 2026
About this 8-K
Northern Trust Corp filed this 8-K on April 21, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | |
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 21, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||
(Zip Code) | |||||
(Address of principal executive offices) | |||||
Registrant’s telephone number, including area code (312 ) 630-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure
On April 21, 2020 at approximately 10:30 a.m. (CT), Michael G. O’Grady, Chairman, President and Chief Executive Officer of Northern Trust Corporation (the “Corporation”), spoke at the Corporation’s Annual Meeting of Stockholders (the “Annual Meeting”). A webcast of the presentation will be available for replay for 30 days from the presentation date and can be accessed from the “Investor Relations” section of the Corporation’s website at www.northerntrust.com/presentations. Attached as Exhibit 99.1 are the slides that Mr. O’Grady presented at the Annual Meeting.
The information in this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
Exhibit Number | Description | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NORTHERN TRUST CORPORATION | |||||
(Registrant) | |||||
Dated: | April 21, 2020 | By: | /s/ Mark M. Bette | ||
Mark M. Bette | |||||
Senior Vice President and Director of Investor Relations | |||||
NORTHERN TRUST CORPORATION 2020 Annual Meeting of Stockholders April 21, 2020 Michael G. O’Grady Chairman, President & Chief Executive Officer northerntrust.com | © 2020 NorthernTrust 1
FORWARD-LOOKING STATEMENTS This presentation may include statements which constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward- looking statements are identified typically by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “likely,” “plan,” “goal,” “target,” “strategy,” and similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements include statements, other than those related to historical facts, that relate to Northern Trust’s financial results and outlook, capital adequacy, dividend policy and share repurchase program, accounting estimates and assumptions, credit quality including allowance levels, future pension plan contributions, effective tax rate, anticipated expense levels, contingent liabilities, acquisitions, strategies, market and industry trends, and expectations regarding the impact of recent accounting pronouncements and legislation. Forward-looking statements may also include statements, other than those related to historical facts, that relate to the ongoing COVID-19 (coronavirus) pandemic and its impact on global economic and market conditions and Northern Trust’s business, financial condition, and results of operations. These statements are based on Northern Trust’s current beliefs and expectations of future events or future results, and involve risks and uncertainties that are difficult to predict and subject to change. These statements are also based on assumptions about many important factors, including the factors discussed in Northern Trust’s most recent annual report on Form 10-K and other filings with the U.S. Securities and Exchange Commission, all of which are available on Northern Trust’s website. We caution you not to place undue reliance on any forward- looking statement as actual results may differ materially from those expressed or implied by forward- looking statements. Northern Trust assumes no obligation to update its forward-looking statements. northerntrust.com | © 2020 NorthernTrust 2
NORTHERN TRUST CORPORATION Service Relentless drive to provide exceptional service Expertise Resolving complex challenges with world Our class capabilities Clients Integrity Consistently acting with the Wealth highest ethics, utmost honesty Management and unfailing reliability northerntrust.com | © 2020 NorthernTrust 3
PRIMARY COMPONENTS OF OUR LONG-TERM STRATEGY HOLISTIC ORGANIC FOUNDATIONAL PRODUCTIVITY SOLUTIONS GROWTH STRENGTH northerntrust.com | © 2020 NorthernTrust 4
LONG-TERM STRATEGY Leverage our exceptional talent and technology to provide premier, holistic services tailored to meet our clients’ needs HOLISTIC SOLUTIONS northerntrust.com | © 2020 NorthernTrust 5
LONG-TERM STRATEGY Grow organically by creating innovative new services and delivering exceptional experiences to new client segments ORGANIC GROWTH northerntrust.com | © 2020 NorthernTrust 6
LONG-TERM STRATEGY Continually improve our productivity by designing and leveraging a scalable operating model PRODUCTIVITY northerntrust.com | © 2020 NorthernTrust 7
LONG-TERM STRATEGY Maintain our foundational strength with a strong, conservative balance sheet and a globally respected brand FOUNDATIONAL STRENGTH northerntrust.com | © 2020 NorthernTrust 8
2019 PERFORMANCE 16.2% 2019 FINANCIAL PERFORMANCE: 14.9% . Trust Fees up 3% 12.6% . Revenue up 2% 11.9% 11.5% . AUC/A up 19% 10.0% 9.5% 32.4% . AUM up 15% 26.9% 2019 SHAREHOLDER RETURNS: . Returned $1.7 billion of capital through dividends and share 115% repurchases 108% . Dividends per common share of $2.60, a 34% increase from 2018 2013 2014 2015 2016 2017 2018 2019 Noninterest Expense as a % of Trust & Investment Fees Pre-tax Margin1 Return on Equity 1 On an FTE basis northerntrust.com | © 2020 NorthernTrust 9
Shareholders ACHIEVE GREATER Clients v Community Partners northerntrust.com | © 2020 NorthernTrust 10
northerntrust.com | © 2020 NorthernTrust 11
APPENDIX: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES The following table presents a reconciliation of total revenue and pre-tax margin prepared in accordance with GAAP to such measures on a fully taxable equivalent (FTE) basis, which are non-GAAP financial measures. Management believes this presentation provides a clearer indication of these financial measures for comparative purposes. Revenue & Pre-tax Margin FY 2019 FY 2018 FY 2017 FY 2016 FY 2015 FY 2014 FY 2013 Revenue - Reported$ 6,073.1 $ 5,960.2 $ 5,375.3 $ 4,961.8 $ 4,702.6 $ 4,331.2 $ 4,089.3 Pre-Tax Income - Reported$ 1,944.1 $ 1,957.8 $ 1,633.9 $ 1,517.1 $ 1,465.0 $ 1,190.2 $ 1,075.5 FTE Adj.*$ 32.8 $ 41.2 $ 45.8 $ 25.1 $ 25.3 $ 29.4 $ 32.5 Revenue - FTE$ 6,105.9 $ 6,001.4 $ 5,421.1 $ 4,986.9 $ 4,727.9 $ 4,360.6 $ 4,121.8 Pre-Tax Income - FTE$ 1,976.9 $ 1,999.0 $ 1,679.7 $ 1,542.2 $ 1,490.3 $ 1,219.6 $ 1,108.0 Pre-Tax Margin - Reported 32.0% 32.8% 30.4% 30.6% 31.2% 27.5% 26.3% Pre-Tax Margin - FTE 32.4% 33.3% 31.0% 30.9% 31.5% 28.0% 26.9% * FTE Adjustment applies to both revenue and pre-tax income northerntrust.com | © 2020 NorthernTrust 12