Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
|
Notes to Financial Statements [Abstract] | |
1. Basis of Presentation | 1. Basis of Presentation - The consolidated financial statements include the accounts of Northern Trust Corporation (Corporation) and its subsidiaries (collectively, Northern Trust), all of which are wholly-owned. Significant intercompany balances and transactions have been eliminated. The consolidated financial statements, as of and for the periods ended June30, 2009 and 2008, have not been audited by the Corporations independent registered public accounting firm. In the opinion of management, all accounting entries and adjustments, including normal recurring accruals, necessary for a fair presentation of the financial position and the results of operations for the interim periods have been made. Events occurring subsequent to the date of the balance sheet have been evaluated for potential recognition or disclosure in the consolidated financial statements through July29, 2009, the date of the filing of the consolidated financial statements with the Securities and Exchange Commission. For a description of Northern Trusts significant accounting policies, refer to Note 1 of the Notes to Consolidated Financial Statements in the 2008 Annual Report to Shareholders. |
2. Recent Accounting Pronouncements |
2. Recent Accounting Pronouncements - In May 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No.165, Subsequent Events. SFAS No.165 establishes standards under which an entity shall recognize and disclose events that occur after a balance sheet date but before the related financial statements are issued or are available to be issued. SFAS No.165 is effective for fiscal years and interim periods ending after June15, 2009. Adoption of SFAS No.165 as of June30, 2009 had no impact on Northern Trusts consolidated financial position or results of operations.
In June 2009, the FASB issued SFAS No.166, Accounting for Transfers of Financial Assets - an amendment of FASB Statement No.140. SFAS No.166 amends SFAS No.140 to improve the relevance and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and the transferors continuing involvement, if any, in transferred financial assets. SFAS No.166 is effective for interim and annual reporting periods that begin after November15, 2009. Northern Trust is currently assessing the impact of the adoption of SFAS No.166 on its consolidated financial position and results of operations.
In June 2009, the FASB issued SFAS No.167, Amendments to FASB Interpretation No.46(R). SFAS No.167 significantly changes the criteria for determining whether the consolidation of a variable interest entity is required. SFAS No.167 also addresses the effect of changes required by SFAS No.166 on FASB Interpretation No.46(R), Consolidation of Variable Interest Entities, and concerns regarding the application of certain provisions of Interpretation No.46(R), including concerns that the accounting and disclosures under the Interpretation do not always provide timely and useful information about an entitys involvement in a variable interest entity. SFAS No.167 is effective for interim and annual reporting periods that begin after November15, 2009. Northern Trust is currently assessing the impact of the adoption of SFAS No.167 on its consolidated financial position and results of operations.
In June 2009, the FASB also issued SFAS No.168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No.162. Upon the effective date of SFAS No.168, the codification will become the sole source of authoritative U.S. Generally Accepted Accounting Principles (GAAP) recognized by the FASB. SFAS No.168 is effective for fiscal years and interim periods ending after September15, 2009. Adoption of SFAS No.168 as of September30, 2009 is not expected to have a material impact on Northern Trusts consolidated financial position or results of operations as it does not alter existing GAAP. |
3. Fair Value Measurements - Fair Value Hierarchy |
3. Fair Value Measurements - Fair Value Hierarchy. As of June30, 2009, Northern Trust adopted the FASB Staff Position No.157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP FAS 157-4), which provides guidance on how to determine the fair value of assets and liabilities in an environment where the volume and level of activity for the asset or liability have significantly decreased and re-emphasizes that the objective of a fair value measurement remains an exit price. The adoption of FSP FAS 157-4 as of June30, 2009 did not have a material effect on Northern Trusts financial position or results of operations.
As of June30, 2009, Northern Trust adopted the FASB Staff Position No.107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and APB 28-1), which requires companies to disclose the fair value of financial instruments within interim financial statements, adding to the current requirement to provide those disclosures annually. Effective June30, 2009, the required disclosures have been provided within this Note.
The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by Northern Trust for financial instruments measured at fair value on a recurring basis. The hierarchy of valuation inputs (Levels 1, 2, and 3) is based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity; unobservable inputs reflect the entitys own assumptions about how market participants would value an asset or liability based on the best information available.
Level 1. Quoted, active market prices for identical assets or liabilities.
Northern Trusts Level 1 assets and liabilities include available for sale investments in U.S. treasury securities, seed investments for the development of managed fund products consisting of common stock and securities sold but not yet purchased, and U.S. treasury securities held to fund employee benefit and deferred compensation obligations.
Level 2. Observable inputs other than Level 1 prices, such as quoted active market prices for similar assets or liabilities, quoted prices for identical or similar assets in inactive markets, and model-derived valuations in which all significant inputs are observable in active markets.
Northern Trusts Level 2 assets include available for sale and trading account investments in government sponsored agency securities, asset-backed securities, obligations of states and political subdivisions, corporate debt securities, and non-U.S. government securities, the fair values of which are modeled by external pricing vendors or, in limited cases, modeled internally, using a discounted cash flow approach that incorporates current market yield curves and assumptions regarding anticipated prepayments and defaults.
Level 2 assets and liabilities also include derivative contracts such as foreign exchange contracts, interest rate contracts, and credit default swap co |
4. Securities |
4. Securities - The following table summarizes the book and fair values of securities.
June30, 2009 December31, 2008 June30, 2008
(In Millions) Book Value Fair Value Book Value Fair Value Book Value Fair Value
Available for Sale
U.S. Government $ 40.8 $ 40.8 $ 19.9 $ 19.9 $ 20.2 $ 20.2
Obligations of States and Political Subdivisions 31.4 31.4 31.6 31.6 31.7 31.7
Government Sponsored Agency 12,277.9 12,277.9 11,261.4 11,261.4 8,231.0 8,231.0
Corporate Debt 1,919.5 1,919.5 739.5 739.5 129.7 129.7
Residential Mortgage-Backed 342.0 342.0 439.3 439.3 633.6 633.6
Other Asset-Backed 956.7 956.7 1,133.3 1,133.3 1,234.6 1,234.6
Auction Rate 474.5 474.5 453.1 453.1
Other 302.8 302.8 336.3 336.3 307.9 307.9
Subtotal 16,345.6 16,345.6 14,414.4 14,414.4 10,588.7 10,588.7
Held to Maturity
Obligations of States and Political Subdivisions 740.8 770.5 791.2 819.3 804.9 821.9
Government Sponsored Agency 77.8 79.0 55.0 56.1 12.3 12.2
Other 346.0 327.7 307.9 280.7 319.1 303.7
Subtotal 1,164.6 1,177.2 1,154.1 1,156.1 1,136.3 1,137.8
Trading Account 4.7 4.7 2.3 2.3 11.7 11.7
Total Securities $ 17,514.9 $ 17,527.5 $ 15,570.8 $ 15,572.8 $ 11,736.7 $ 11,738.2
Reconciliation of Amortized Cost to Fair Values of Securities Available for Sale
June30, 2009
Amortized Cost Gross Unrealized Fair Value
(In Millions) Gains Losses
U.S. Government $ 40.8 $ $ $ 40.8
Obligations of States and Political Subdivisions 30.5 1.1 .2 31.4
Government Sponsored Agency 12,236.9 55.6 14.6 12,277.9
Corporate Debt 1,915.2 8.6 4.3 1,919.5
Residential Mortgage-Backed 535.9 193.9 342.0
Other Asset-Backed 969.9 .1 13.3 956.7
Auction Rate 458.0 19.8 3.3 474.5
Other 302.8 302.8
Total $ 16,490.0 $ 85.2 $ 229.6 $ 16,345.6
Reconciliation of Book Values to Fair Values of Securities Held to Maturity
June30, 2009
Book Value GrossUnrealized Fair Value
(In Millions) Gains Losses
Obligations of States and Political Subdivisions $ 740.8 $ 30.4 $ .7 $ 770.5
Government Sponsored Agency 77.8 1.6 .4 79.0
Other 346.0 .1 18.4 327.7
Total $ 1,164.6 $ 32.1 |
5. Loans and Leases |
5. Loans and Leases - Amounts outstanding in selected loan categories are shown below.
(In Millions) June30, 2009 December31, 2008 June30, 2008
U.S.
Residential Real Estate $ 10,738.3 $ 10,381.4 $ 9,664.5
Commercial 7,322.4 8,253.6 7,453.1
Commercial Real Estate 3,118.5 3,014.0 2,661.2
Personal 4,790.6 4,766.7 4,302.7
Other 1,136.4 1,404.2 1,188.7
Lease Financing 983.3 1,143.8 1,114.6
Total U.S. 28,089.5 28,963.7 26,384.8
Non-U.S. 937.6 1,791.7 2,293.1
Total Loans and Leases $ 29,027.1 $ 30,755.4 $ 28,677.9
Reserve for Credit Losses Assigned to Loans and Leases (297.3 ) (229.1 ) (172.5 )
Net Loans and Leases $ 28,729.8 $ 30,526.3 $ 28,505.4
Other U.S. loans and non-U.S. loans included $1.5 billion at June30, 2009, $1.9 billion at December31, 2008, and $2.3 billion at June30, 2008 of short duration advances, primarily related to overdrafts associated with the timing of custody clients investments.
The following table shows outstanding amounts of nonperforming and impaired loans as of June30, 2009,December31, 2008 and June30, 2008.
(In Millions) June30, 2009 December31, 2008 June30, 2008
Nonperforming Loans $ 227.9 $ 96.7 $ 30.1
Nonperforming Loans Classified as Impaired:
Impaired Loans with Reserves $ 100.1 $ 31.5 $ 12.3
Impaired Loans without Reserves* 119.7 54.1 10.0
Total Impaired Loans $ 219.8 $ 85.6 $ 22.3
Reserves for Impaired Loans $ 39.7 $ 15.5 $ 5.7
Average Balance of Impaired Loans During the Period $ 176.2 $ 31.5 $ 19.8
* When an impaired loans discounted cash flows, collateral value, or market price equals or exceeds its carrying value (net of charge-offs), a reserve is not required.
At June30, 2009, residential real estate loans totaling $17.1 million were held for sale and carried at the lower of cost or market. Loan commitments for residential real estate loans that will be held for sale when funded are carried at fair value and had a total notional amount of $44.6 million at June30, 2009. All other loan commitments are carried at the amount of unamortized fees with a reserve for credit loss liability recognized for estimated probable losses. At June30, 2009, legally binding commitments to extend credit totaled $26.0 billion compared with $25.4 billion at December31, 2008, and $24.2 billion at June30, 2008. |
6. Reserve for Credit Losses |
6. Reserve for Credit Losses - Changes in the reserve for credit losses were as follows:
Three Months Ended June30 Six Months Ended June30
(In Millions) 2009 2008 2009 2008
Balance at Beginning of Period $ 303.3 $ 177.8 $ 251.1 $ 160.2
Charge-Offs (45.0 ) (4.9 ) (50.4 ) (7.6 )
Recoveries .3 .2 3.0 .5
Net Charge-Offs (44.7 ) (4.7 ) (47.4 ) (7.1 )
Provision for Credit Losses 60.0 10.0 115.0 30.0
Effect of Foreign Exchange Rates .5 .4
Balance at End of Period $ 319.1 $ 183.1 $ 319.1 $ 183.1
Reserve for Credit Losses Assigned to:
Loans and Leases $ 297.3 $ 172.5 $ 297.3 $ 172.5
Unfunded Commitments and Standby Letters of Credit 21.8 10.6 21.8 10.6
Total Reserve for Credit Losses $ 319.1 $ 183.1 $ 319.1 $ 183.1
The reserve for credit losses represents managements estimate of probable inherent losses that have occurred as of the date of the financial statements. The loan and lease portfolio and other credit exposures are regularly reviewed to evaluate the adequacy of the reserve for credit losses. In determining the level of the reserve, Northern Trust evaluates the reserve necessary for specific nonperforming loans and also estimates losses inherent in other credit exposures. |
7. Pledged Assets |
7. Pledged Assets - Securities and loans pledged to secure public and trust deposits, repurchase agreements, and for other purposes as required or permitted by law were $22.8 billion on June30, 2009, $23.6 billion on December31, 2008 and $18.5 billion on June30, 2008. Included in the June30, 2009 pledged assets were securities available for sale of $698.9 million that were pledged as collateral for agreements to repurchase securities sold transactions. The secured parties to these transactions have the right to repledge or sell these securities.
Northern Trust is permitted to repledge or sell collateral from agreements to resell securities purchased transactions. The total fair value of accepted collateral as of June30, 2009,December31, 2008, and June30, 2008 was $124.3 million, $32.4 million, and $468.8 million, respectively. There was no repledged collateral at June30, 2009,December31, 2008, or June30, 2008. |
8. Goodwill and Other Intangibles |
8. Goodwill and Other Intangibles - The following table shows the carrying amounts of goodwill by business unit, which include the effect of foreign exchange rates on non-U.S. dollar denominated goodwill, at June30, 2009,December31, 2008, and June30, 2008.
(In Millions) June30, 2009 December31, 2008 June30, 2008
Corporate and Institutional Services $ 338.4 $ 322.6 $ 364.5
Personal Financial Services 66.9 66.8 60.9
Total Goodwill $ 405.3 $ 389.4 $ 425.4
Other intangible assets are included in other assets in the consolidated balance sheet. The gross carrying amount and accumulated amortization of other intangible assets subject to amortization at June30, 2009,December31, 2008, and June30, 2008, which include the effect of foreign exchange rates on non-U.S. dollar denominated intangible assets, were as follows:
(In Millions) June30, 2009 December31, 2008 June30, 2008
Gross Carrying Amount $ 158.0 $ 153.4 $ 174.6
Accumulated Amortization 88.1 80.2 81.2
Net Book Value $ 69.9 $ 73.2 $ 93.4
Other intangible assets consist primarily of the value of acquired client relationships. Amortization expense related to other intangible assets totaled $4.0 million and $4.5 million for the quarters ended June30, 2009 and 2008, respectively, and $7.9 million and $9.4 million for the six months ended June30, 2009 and 2008, respectively. Amortization for the remainder of 2009 and for the years 2010, 2011, 2012, and 2013 is estimated to be $8.6 million, $14.8 million, $11.2 million, $10.9 million and $10.7 million, respectively. |
9. Business Units | 9. Business Units - The tables on page 43, reflecting the earnings contribution of Northern Trusts business units for the three and six month periods ended June30, 2009 and 2008, are incorporated by reference. |
10. Accumulated Other Comprehensive Income (Loss) |
10. Accumulated Other Comprehensive Income (Loss) - The following tables summarize the components of accumulated other comprehensive income (loss) at June30, 2009 and 2008, and changes during the three and six months then ended.
Beginning Balance (NetofTax) Period Change Ending Balance (NetofTax)
(In Millions) Pre-Tax Amount Tax Effect
Three Months Ended June30, 2009
Unrealized Gains (Losses) on Securities Available for Sale $ (170.6 ) $ 115.9 $ (42.5 ) $ (97.2 )
Cumulative Effect of Applying FSP FAS 115-2 (15.0 ) 5.5 (9.5 )
Less: Reclassification Adjustments (16.9 ) 6.2 (10.7 )
Net Unrealized Gains (Losses) on Securities Available for Sale (170.6 ) 117.8 (43.2 ) (96.0 )
Unrealized Gains (Losses) on Cash Flow Hedge Designations (13.9 ) 20.4 (7.5 ) (1.0 )
Less: Reclassification Adjustments 2.9 (1.0 ) 1.9
Net Unrealized Gains (Losses) on Cash Flow Hedge Designations (13.9 ) 17.5 (6.5 ) (2.9 )
Foreign Currency Translation Adjustments 9.3 (49.8 ) 54.6 14.1
Pension and Other Postretirement Benefit Adjustments (270.9 ) (270.9 )
Less: Reclassification Adjustments 4.9 (2.6 ) 2.3
Total Pension and Other Postretirement Benefit Adjustments (270.9 ) 4.9 (2.6 ) (268.6 )
Accumulated Other Comprehensive Income (Loss) $ (446.1 ) $ 90.4 $ 2.3 $ (353.4 )
Three Months Ended June30, 2008
Unrealized Gains (Losses) on Securities Available for Sale $ (87.4 ) $ (17.0 ) $ 6.3 $ (98.1 )
Less: Reclassification Adjustments
Net Unrealized Gains (Losses) on Securities Available for Sale (87.4 ) (17.0 ) 6.3 (98.1 )
Unrealized Gains (Losses) on Cash Flow Hedge Designations (5. 8 ) 2.3 (.8 ) (4.3 )
Less: Reclassification Adjustments (1.3 ) .5 (.8 )
Net Unrealized Gains (Losses) on Cash Flow Hedge Designations (5.8 ) 3.6 (1.3 ) (3.5 )
Foreign Currency Translation Adjustments 34.4 (21.5 ) 15.6 28.5
Pension and Other Postretirement Benefit Adjustments (78.0 ) (78.0 )
Less: Reclassification Adjustments 3.4 (.7 ) 2.7
Total Pension and Other Postretirement Benefit Adjustments (78.0 ) 3.4 (.7 ) (75.3 )
Accumulated Other Comprehensive Income (Loss) $ (136.8 ) $ (31.5 ) $ 19.9 $ (148.4 )
Six Months Ended June30, 2009
Unrealized Gains (Losses) on Securities Available for Sale $ (212.9 |
11. Earnings Per Common Share Computations |
11. Earnings Per Common Share Computations - The computations of net income per common share are presented in the following table and reflect the adoption of FASB EITF 03-06-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, on January1, 2009.
Three Months Ended June30 Six Months Ended June30
($ In Millions Except Per Share Information) 2009 2008 2009 2008
Basic Earnings Per Common Share
Average Number of Common Shares Outstanding 235,455,068 220,603,902 229,439,676 220,462,104
Net Income $ 314.2 $ 215.6 $ 476.0 $ 600.8
Less: Dividends on Preferred Stock 16.7 36.4
Preferred Stock Discount Accretion 71.4 74.7
Net Income Applicable to Common Stock 226.1 215.6 364.9 600.8
Less: Earnings Allocated to Participating Securities 1.5 1.8 2.7 4.9
Earnings Allocated to Common Shares Outstanding $ 224.6 $ 213.8 $ 362.2 $ 595.9
Basic Earnings Per Common Share $ .95 $ .97 $ 1.58 $ 2.70
Diluted Earnings Per Common Share
Average Number of Common Shares Outstanding 235,455,068 220,603,902 229,439,676 220,462,104
Plus Stock Option Dilution 891,418 3,264,627 967,369 3,236,666
Average Common and Potential Common Shares 236,346,486 223,868,529 230,407,045 223,698,770
Earnings Allocated to Common and Potential Common Shares $ 224.6 $ 213.8 $ 362.2 $ 595.9
Diluted Earnings Per Common Share $ .95 $ .96 $ 1.57 $ 2.66
Note: Common stock equivalents totaling 5,964,892 and 5,968,052 for the three and six months ended June30, 2009, respectively, and 119,500 and 829,970 for the three and six months ended June30, 2008, respectively, were not included in the computation of diluted earnings per share because their inclusion would have been antidilutive. |
12. Net Interest Income |
12. Net Interest Income - The components of net interest income were as follows:
Three Months Ended June30 Six Months Ended June30
(In Millions) 2009 2008 2009 2008
Interest Income
Loans and Leases $ 239.6 $ 266.8 $ 483.1 $ 586.8
Securities Taxable 53.2 75.3 109.6 165.1
Non-Taxable 8.4 9.0 17.5 18.3
Time Deposits with Banks 45.2 230.1 126.4 467.8
Federal Funds Sold and Securities Purchased under Agreements to Resell and Other 8.3 7.7 11.9 28.0
Total Interest Income 354.7 588.9 748.5 1,266.0
Interest Expense
Deposits 52.3 280.5 117.7 627.3
Federal Funds Purchased 1.0 10.6 2.4 21.6
Securities Sold Under Agreements to Repurchase .3 7.1 .7 17.1
Other Borrowings 1.1 7.3 2.1 13.8
Senior Notes 11.3 8.9 19.9 18.2
Long-Term Debt 37.3 36.0 75.7 72.6
Floating Rate Capital Debt 1.2 2.4 2.7 5.8
Total Interest Expense 104.5 352.8 221.2 776.4
Net Interest Income $ 250.2 $ 236.1 $ 527.3 $ 489.6
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13. Visa Membership |
13. Visa Membership - In connection with Visa, Inc.s (Visa) March 2008 initial public offering, a portion of the shares of Visa common stock held by Northern Trust as a member bank of Visa U.S.A. Inc. (Visa U.S.A.) was redeemed pursuant to a mandatory redemption. The proceeds of the redemption totaled $167.9 million and were recorded as a gain in the first quarter of 2008. The remaining Visa shares held by Northern Trust are recorded at their original cost basis of zero. These shares have restrictions as to their sale or transfer and the ultimate realization of their value is subject to future adjustments based on the resolution of outstanding indemnified litigation. Northern Trust, as a member bank of Visa U.S.A., and in conjunction with other member banks, is obligated to share in losses resulting from certain indemnified litigation involving Visa and is also required to recognize the contingent obligation to indemnify Visa for potential losses arising from the other indemnified litigation that has not yet settled at its estimated fair value in accordance with GAAP.
During 2007, Northern Trust recorded charges and corresponding liabilities of $150 million relating to Visa indemnified litigation. In March 2008, Visa placed a portion of the proceeds from its initial public offering into an escrow account to fund the settlements of, or judgments in, the indemnified litigation. Northern Trust recorded $76.1 million, its proportionate share of the escrow account balance, in the first quarter of 2008 as an offset to the indemnification liabilities and related charges recorded in the fourth quarter of 2007, reducing the net indemnification liability to $73.9 million. In the third quarter of 2008, in consideration of Visas announced settlement of the litigation involving Discover Financial Services, Northern Trust recorded a charge of $30.0 million to increase the Visa indemnification liability. In the fourth quarter of 2008, Northern Trust fully reversed the $30.0 million charge recorded in the third quarter as Visa funded its litigation escrow account to cover the amount of the settlement. Visas funding resulted in a reduction in the future realization of the value of the outstanding shares held by Northern Trust and other Visa U.S.A. member banks.
Northern Trusts net Visa related indemnification liability, included within other liabilities in the consolidated balance sheet, totaled $73.9 million at June30, 2009 and 2008 and December31, 2008. On July16, 2009, Visa deposited additional funds in its litigation escrow account. Accordingly, Northern Trust expects to record in the third quarter of 2009 its proportionate share of the deposit, $17.8 million, as a reduction to the Visa related indemnification liability and related charges.
It is expected that required additional contributions to the litigation escrow account will result in additional adjustments to the future realization of the value of the outstanding shares held by Visa U.S.A. member banks. While the ultimate resolution of outstanding Visa related litigation is highly uncertain and the estimation of any potential losses is highly judgmental, Northern Trust anticipates that the |
14. Income Taxes |
14. Income Taxes - Income tax expense of $158.3 million was recorded in the current quarter and resulted in an effective tax rate of 33.5%. The prior year quarter provision for income taxes was $212.5 million, representing an effective tax rate of 49.6%, and included $57.9 million associated with structured leasing related adjustments. The effective tax rate for the prior year quarter, excluding the impact of the leasing adjustments, was 33.8%. Total income tax expense was $241.6 million for the six months ended June30, 2009, representing an effective rate of 33.7%. This compares with $405.4 million in income tax expense and an effective rate of 40.3% for 2008. The effective tax rate for the six months ended June30, 2008, excluding the impact of the leasing adjustments, was 33.6%.
As part of its audit of federal tax returns filed from 1997-2004, the IRS has challenged the Corporations tax position with respect to certain structured leasing transactions and proposed to disallow certain tax deductions and assess related interest and penalties. The Corporation anticipates that the IRS will continue to disallow deductions relating to these leases and possibly include other lease transactions with similar characteristics as part of its audit of tax returns filed after 2004. The Corporation believes that these transactions are valid leases for U.S. tax purposes and that its tax treatment of these transactions is appropriate based on its interpretation of the tax regulations and legal precedents; a court or other judicial authority, however, could disagree. The Corporation believes it has appropriate reserves to cover its tax liabilities, including liabilities related to structured leasing transactions, and related interest and penalties. The Corporation is currently holding discussions with the IRS with respect to certain of these transactions that may result in a settlement agreement. Pending an equitable resolution of the tax settlement discussions on these transactions, the Corporation will continue to defend its position on the tax treatment of the leases vigorously.
Included in unrecognized tax benefits at December31, 2008 were $292.0 million of U.S. federal and state tax positions related to leveraged leasing tax deductions. During the first quarter of 2009, Northern Trust sold certain of the structured leases challenged by the IRS. In connection with these sales, the amount of leveraged lease related uncertain tax positions was reduced by $136.2 million. The acceleration of tax payments relating to the sold leases did not affect net income and does not resolve the IRS challenges with respect to the timing of previous tax deductions taken on these leases or the associated interest and penalties.
It is possible that additional changes in the amount of leveraged lease related uncertain tax positions and related cash flows could occur in the next twelve months if Northern Trust terminates additional leases, is able to resolve this matter with the IRS, or if management becomes aware of new information that would lead it to change its assumptions regarding the timing or amount of any potential payments to the IRS. Management does not beli |
15. Pension and Other Postretirement Plans |
15. Pension and Other Postretirement Plans - The following tables set forth the net periodic pension cost of Northern Trusts U.S. and non-U.S. pension plans, supplemental pension plan, and other postretirement plan for the three and six months ended June30, 2009 and 2008.
Net Periodic Pension Expense
U.S. Plan ThreeMonthsEnded June30 SixMonthsEnded June30
(In Millions) 2009 2008 2009 2008
Service Cost $ 8.3 $ 7.4 $ 16.6 $ 14.8
Interest Cost 8.3 7.7 16.6 15.4
Expected Return on Plan Assets (14.9 ) (14.3 ) (29.8 ) (28.6 )
Amortization:
Net Loss 3.0 2.0 6.0 4.0
Prior Service Cost .3 .3 .6 .6
Net Periodic Pension Expense $ 5.0 $ 3.1 $ 10.0 $ 6.2
Net Periodic Pension Expense
Non-U.S. Plans ThreeMonthsEnded June30 SixMonthsEnded June30
(In Millions) 2009 2008 2009 2008
Service Cost $ .9 $ 1.1 $ 1.8 $ 2.3
Interest Cost 1.7 1.8 3.3 3.6
Expected Return on Plan Assets (2.0 ) (2.4 ) (3.9 ) (4.9 )
Net Loss Amortization .3 .1 .6 .2
Net Periodic Pension Expense $ .9 $ .6 $ 1.8 $ 1.2
Net Periodic Pension Expense
Supplemental Plan Three Months Ended June30 SixMonthsEnded June30
(In Millions) 2009 2008 2009 2008
Service Cost $ .6 $ .5 $ 1.2 $ 1.0
Interest Cost 1.0 .9 2.0 1.8
Net Loss Amortization 1.0 .6 2.0 1.2
Net Periodic Pension Expense $ 2.6 $ 2.0 $ 5.2 $ 4.0
Net Periodic Benefit Expense
Other Postretirement Plan ThreeMonthsEnded June30 SixMonthsEnded June30
(In Millions) 2009 2008 2009 2008
Service Cost $ .4 $ .4 $ .8 $ .8
Interest Cost .9 1.0 1.8 2.0
Amortization:
Transition Obligation .2 .1 .4 .2
Net Loss .1 .3 .2 .6
Net Periodic Benefit Expense $ 1.6 $ 1.8 $ 3.2 $ 3.6
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16. Share-Based Compensation Plans |
16. Share-Based Compensation Plans - The Amended and Restated Northern Trust Corporation 2002 Stock Plan provides for the grant of nonqualified stock options, incentive stock options, stock appreciation rights, stock awards, stock units, and performance shares.
Total compensation expense for share-based payment arrangements and the associated tax impacts were as follows:
ThreeMonthsEndedJune30 SixMonthsEndedJune30
($ In Millions) 2009 2008 2009 2008
Stock Options $ 4.3 $ 4.5 $ 9.8 $ 12.7
Stock and Stock Unit Awards 4.4 3.5 8.7 7.4
Performance Stock Units 1.7 4.2 (13.2 ) 8.4
Total Share-Based Compensation Expense $ 10.4 $ 12.2 $ 5.3 $ 28.5
Tax Benefits Recognized $ 3.8 $ 4.5 $ 1.9 $ 10.6 |
17. Variable Interest Entities |
17. Variable Interest Entities - Northern Trust acts as investment advisor to Registered Investment Companies, Undertakings for the Collective Investment of Transferable Securities and other unregistered short-term investment pools in which various clients of Northern Trust are investors. Although not obligated to do so, in 2008 the Corporation entered into Capital Support Agreements (CSAs) with certain of these entities (Entities) which held notes and other instruments issued by Whistlejacket Capital LLC and/or White Pine Finance LLC or asset backed securities whose values had been adversely impacted by widening risk premiums and liquidity spreads and significant rating agency downgrades. The Corporation entered into the CSAs to assist the Entities in maintaining net asset values of $1.00, in order to provide financial stability to the Entities and investors in the Entities. The CSAs also allowed the registered funds to hold assets that had fallen to below investment grade, thus avoiding a forced sale in an inactive market. During the current quarter, as a part of the restructuring and final settlement related to Whistlejacket Capital LLC and White Pine Finance LLC, which were covered by eight of the nine CSAs, the Corporation made cash payments totaling $66.7 million.
As a result of the restructuring and the related support payments, seven of the nine CSAs were terminated in June 2009. Under the terms of the remaining two CSAs, which expire on November6, 2009, the Corporation would be required to contribute capital to the remaining two funds (Funds), not to exceed $200.2 million in the aggregate and for no consideration, should certain asset loss events occur.
The estimated fair value of the Corporations contingent liability under the CSAs was $125.6 million and $314.1 million at June30, 2009 and December31, 2008, respectively, and was recorded within other liabilities in the consolidated balance sheet.
Under the guidance of FASB Interpretation No.46(R), (FIN 46(R)) and related interpretations, the Funds are considered variable interest entities (VIE) and the CSAs are considered to reflect Northern Trusts variable interest in the credit risk of the Funds. FIN 46(R) requires the disclosure of an entitys maximum exposure to loss where it has a significant variable interest in an unconsolidated VIE. FIN 46(R) does not define significant and, as such, judgment is required. The variable interest holder, if any, that will absorb a majority of a VIEs expected losses, receive a majority of the entitys expected residual returns, or both, is deemed to be the primary beneficiary of the VIE and is required to consolidate the VIE. Assessments of variable interests under FIN 46(R) are based on expected losses and residual returns, which consider various scenarios on a probability-weighted basis.
The Funds were designed to create and pass to investors interest rate and credit risk. In determining whether Northern Trust is the primary beneficiary of the Funds, expected loss calculations based on the characteristics of the underlying investments in the Funds are used to estimate the expected losses related to interest rate and credit risk, while |
18. Contingent Liabilities |
18. Contingent Liabilities - Standby letters of credit obligate Northern Trust to meet certain financial obligations of its clients, if, under the contractual terms of the agreement, the clients are unable to do so. These instruments are primarily issued to support public and private financial commitments, including commercial paper, bond financing, initial margin requirements on futures exchanges, and similar transactions. Certain standby letters of credit have been secured with cash deposits or participated to others and in certain cases Northern Trust is able to recover the amounts paid through recourse against these cash deposits or other participants. Standby letters of credit outstanding were $4.8 billion on June30, 2009, $4.0 billion on December31, 2008 and $3.2 billion on June30, 2008. Northern Trusts liability included within the consolidated balance sheet for standby letters of credit, measured as the amount of unamortized fees on these instruments, was $39.1 million at June30, 2009, $30.3 million at December31, 2008, and $19.8 million at June30, 2008.
As part of its securities custody activities and at the direction of its clients, Northern Trust lends securities owned by clients to borrowers who are reviewed by the Northern Trust Senior Credit Committee. In connection with these activities, Northern Trust has issued indemnifications against certain losses resulting from the bankruptcy of the borrower of the securities. The borrowing party is required to fully collateralize securities received with cash, marketable securities, or irrevocable standby letters of credit. As securities are loaned, collateral is maintained at a minimum of 100% of the fair value of the securities plus accrued interest. The collateral is revalued on a daily basis. The amount of securities loaned subject to indemnification was $75.5 billion at June30, 2009, $82.7 billion at December31, 2008, and $154.1 billion at June30, 2008. Because of the credit quality of the borrowers and the requirement to fully collateralize securities borrowed, management believes that the exposure to credit loss from this activity is not significant and no liability was recorded at June30, 2009,December31, 2008, or June30, 2008 related to these indemnifications.
As discussed in further detail in Note 17, the estimated fair value of the Corporations contingent liability under Capital Support Agreements with certain Northern Trust investment vehicles, recorded within other liabilities in the consolidated balance sheet, was $125.6 million at June30, 2009.
As discussed in further detail in Note 13, Northern Trust, as a member bank of Visa U.S.A., and in conjunction with other member banks, is obligated to share in losses resulting from certain indemnified litigation involving Visa. The estimated fair value of the net Visa indemnification liability, recorded within other liabilities in the consolidated balance sheet, totaled $73.9 million at June30, 2009 and 2008.
In the normal course of business, the Corporation and its subsidiaries are routinely defendants in or parties to a number of pending and threatened legal actions, including, but not limited to, actions brought on |
19. Derivative Financial Instruments |
19. Derivative Financial Instruments - Effective January1, 2009, Northern Trust adopted FASB Statement No.161, Disclosures about Derivative Instruments and Hedging Activities - an Amendment of FASB Statement 133, which increased required disclosures regarding derivatives and hedging activities, including disclosures regarding how an entity uses derivative instruments and how derivative instruments and related hedged items are accounted for and affect an entitys financial position, financial performance, and cash flows. Northern Trust is a party to various derivative financial instruments that are used in the normal course of business to meet the needs of its clients; as part of its trading activity for its own account; and as part of its risk management activities. These instruments include foreign exchange contracts, interest rate contracts, and credit default swap contracts.
Foreign exchange contracts are agreements to exchange specific amounts of currencies at a future date, at a specified rate of exchange. Foreign exchange contracts are entered into primarily to meet the foreign exchange needs of clients. Foreign exchange contracts are also used for trading purposes and risk management. For risk management purposes, Northern Trust currently uses foreign exchange contracts to reduce or eliminate its exposure to changes in foreign exchange rates relating to certain forecasted non-U.S. dollar denominated revenue and expenditure transactions, non-U.S. dollar denominated assets and liabilities, and net investments in non-U.S. affiliates.
Interest rate contracts include swap and option contracts. Interest rate swap contracts involve the exchange of fixed and floating rate interest payment obligations without the exchange of the underlying principal amounts. Northern Trust enters into interest rate swap contracts on behalf of its clients and also utilizes such contracts to reduce or eliminate the exposure to changes in the cash flows or value of hedged assets or liabilities due to changes in interest rates. Interest rate option contracts consist of caps, floors, and swaptions, and provide for the transfer or reduction of interest rate risk in exchange for a fee. Northern Trust enters into option contracts primarily as a seller of interest rate protection to clients. Northern Trust receives a fee at the outset of the agreement for the assumption of the risk of an unfavorable change in interest rates. This assumed interest rate risk is then mitigated by entering into an offsetting position with an outside counterparty. Northern Trust may also purchase option contracts for risk management purposes.
Credit default swap contracts are agreements to transfer credit default risk from one party to another in exchange for a fee. Northern Trust enters into credit default swaps with outside counterparties where the counterparty agrees to assume the underlying credit exposure of a specific Northern Trust commercial loan or commitment.
All derivative financial instruments, whether designated as hedges or not, are recorded on the consolidated balance sheet at fair value within other assets or other liabilities. The accounting for changes in the fai |
20. Debt and Equity Issuances and Equity Redemption |
20. Debt and Equity Issuances and Equity Redemption
Senior Notes. On May1, 2009, Northern Trust issued $500 million of 4.625% fixed-rate senior notes of the Corporation due on May1, 2014. The senior notes are non-callable and unsecured and were issued at par.
Common Stock. On May1, 2009, Northern Trust also issued 17,250,000 shares of common stock of the Corporation with a par value of $1.66 2/3per share.
Preferred Stock. On June17, 2009, Northern Trust repaid in full the $1.576 billion preferred share investment made by the U.S. Department of the Treasury under the TARP Capital Purchase Program. The related warrant issued by the Corporation in connection with the TARP Capital Purchase Program remains outstanding. |