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 15, 2003 ----------------- NORTHERN TRUST CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-5965 36-2723087 -------- ------ ---------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 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 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. --------------------------------------- Northern Trust Corporation, in a news release dated April 16, 2003, announced the declaration of a quarterly cash dividend on shares of its common stock in the amount of 17 cents per share, payable July 1, 2003, to holders of record at the close of business on June 10, 2003. The news release also reported that the Corporation's Board of Directors increased the Corporation's common stock buy-back authorization by approximately 11.5 million shares, thus allowing the purchase in the future of up to an aggregate of 12.0 million shares of the Corporation's common stock. The Corporation expects to use this additional buy-back authorization to purchase shares from time to time in open market transactions. The repurchased shares would be held as treasury shares and used for general corporate purposes, including for the Corporation's stock option and other stock incentive programs. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. --------------------------------------------------------- (c) Exhibits Exhibit Number Description of Exhibit ------- ---------------------- 99 Northern Trust Corporation News Release dated April 16, 2003. -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 16, 2003 By: /s/ Perry R. Pero ----------------------------- Name: Perry R. Pero Title: Vice Chairman and Chief Financial Officer -3- EXHIBIT INDEX ------------- Exhibit Number Description of Exhibit Page Number Herein ------ ---------------------- ------------------ 99 Northern Trust Corporation Page 5 News Release dated April 16, 2003. -4-