UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K 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 16, 2002 NORTHERN TRUST CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 0-5965 36-2723087 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 50 SOUTH LASALLE STREET, CHICAGO, ILLINOIS 60675 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 630-6000 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On April 16, 2002, the Board of Directors of Northern Trust Corporation (the "Corporation"), upon the recommendation of its Audit Committee, engaged KPMG LLP as the Corporation's independent certified public accountants for the year 2002. During the Corporation's fiscal years ended December 31, 2000 and December 31, 2001, and the interim period between December 31, 2001 and April 16, 2002, the Corporation did not consult KPMG LLP regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Corporation's consolidated financial statements, or (iii) any other matter or event set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit Number Description of Exhibit ------- ---------------------- 99.1 Press Release dated April 16, 2002. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTHERN TRUST CORPORATION (Registrant) Date: April 19, 2002 By: /s/ HARRY W. SHORT ----------------------------- Harry W. Short Executive Vice President and Controller (Chief Accounting Officer) -3- EXHIBIT INDEX Exhibit Number Description of Exhibit ------- ---------------------- 99.1 Press Release dated April 16, 2002.