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Northern Trust Corporation (NASDAQ:NTRS)

Q3 2008 Earnings Call Transcript

October 22, 2008 12:00 pm ET

Executives

Bev Fleming – SVP and Director of IR

Steve Fradkin – EVP and CFO

Analysts

Robert Chow [ph] – Deutsche Bank

Glenn Schorr – UBS

Mark Fitzgibbon – Sandler O'Neill

Jason Goldberg – Barclays Capital

Brian Bedell – Merrill Lynch

Nancy Bush – NAB Research

Tom McCrohan – Janney Montgomery

James Mitchell – Buckingham Research

Robert Lee – KBW

Operator

Good day, everyone. Welcome to the Northern Trust Corp. third quarter 2008 Earnings conference call. Today’s call is being recorded.

At this time, I would like to turn the call over to the Director of Investor Relations, Bev Fleming for opening remarks and introductions. Please go ahead.

Bev Fleming

Thank you, Annolla, and welcome to Northern Trust Corporation's third quarter 2008 earnings conference call. Joining me on our call this morning are Steve Fradkin, Northern Trust's Chief Financial Officer, Aileen Blake, Controller, and Preeti Sullivan from our Investor Relations team.

For those of you who did not receive our third quarter earnings press release or financial trends report via e-mail this morning, they are both available on our website at northerntrust.com. In addition, this October 22nd call is being webcast live on northerntrust.com. The only authorized rebroadcast of this call is the replay that will be available through October 29. Northern Trust disclaims any continuing accuracy of the information provided in this call after today.

Now for our Safe Harbor statement. What we say during today's conference call may include forward-looking statements, which are Northern Trust's current estimates or expectations of future events or future results. Actual results of course could differ materially from those indicated by these statements because the realization of those results is subject to many risks and uncertainties. I urge you to read our 2007 financial Annual Report and our periodic reports to the Securities and Exchange Commission for detailed information about factors that could affect actual results. Again, thank you for your time today.

Let me now turn the call over to Steve Fradkin.

Steve Fradkin

Good morning, everyone. Let me join Bev in welcoming all of you to Northern Trust's third quarter 2008 earnings conference call. As everyone listening to this call knows all too well, the economic climate in which we and others are operating has been extremely challenging since August of 2007. Whether exemplified by stock market gyrations, shifting interest rates, a weakening credit environment, currency volatility or other factors, this environment has provided formidable challenges to all sorts of businesses within the financial services industry and beyond.

As we have said many times before, Northern Trust is not immune to this contagion. Our objective has been to successfully navigate through these challenges balancing our near term results and the attractive opportunities we see as we move beyond this period. Our track record of managing through these ever shifting factors has been extremely strong, even including our performance reported to you earlier today in our third quarter earnings press release.

For the third quarter Northern Trust reported a net loss of $129 million or $0.58 per share. Our results were significantly impacted by previously announced pretax charges totaling $561.5 million or $1.59 per share, which I will describe in more detail during this call.

To assist you in understanding our performance this quarter we’ve organized today’s remarks in to the following sections. First, I will provide you with an overview of the key market conditions that impacted our results in the third quarter. Second, I will outline five items that you should consider as you analyzed our third quarter financial results. Third, I will review our financial performance in some detail focusing on those items that most impacted top and bottom line results. Fourth, I will offer a few perspectives on the current environment and the positioning of Northern Trust, and then finally, Bev and I will be pleased to answer your questions.

Let me begin by providing you with a brief overview of the key market conditions that impacted our results in the third quarter. First, the equity market environment was very weak in the third quarter of 2008. The S&P 500, Dow Jones Industrial Average, EAFE and many other indices around the world declined for the fourth straight quarter. The S&P 500, which is a good indicative data point for some parts of our business fell 9% in the third quarter and was down 23.7%, compared with one year ago.

Equity markets as measured by the S&P 500 were also down on a quarter lag basis by 3.2%, which negatively impacts our institutional and wealth management custody fees. Similarly, using the month lag methodology that applies to our PFS fees excluding wealth management, the S&P 500 was down 13.6% versus the prior year and 6.8% versus the second quarter. All told the equity market environment exerted significant headwinds across our businesses.

Second, the credit markets continued to considerable stress despite numerous actions by the US Treasury Department and the Federal Reserve Bank. Fixed income markets including short-term markets have experienced significant illiquidity, spread widening and related volatility. This unprecedented environment in fixed income markets has also weighed on the industry and Northern Trust for the better part of one year.

These market factors, equity and fixed income, combined to impact both the value of client assets that we report in assets under management and assets under custody and as well the fees that we earned for services provided to clients. As we have demonstrated in the past through various cycles both up and down we were successful in this challenging climate in adding new clients and doing more for existing clients, which served as a partial offset to market related headwinds.

Now let me highlight five items you should consider as you evaluate our performance in the third quarter. The first three were previously disclosed with estimates as of that time in a press release issued by Northern Trust on September 29. First, other operating expense in the third quarter included a pretax charge of $314 million equal to $0.89 per share after tax related to our decision to support clients by increasing certain existing capital support agreements and adding a new capital support agreement for one additional fund.

Secondly, we recorded charges totaling $168 million pretax, equal to $0.47 per share after tax; in support of securities lending clients that had collateral invested in five constant dollar commingled pools.

Third, we recorded a pretax charge of $80 million equal to $0.23 per share after tax related to the establishment of a program to purchase certain illiquid auction rate securities that were purchased through Northern Trust for clients under investment discretion or that we were acquired by PFS clients from our broker dealer.

In addition to these three items, which impacted other operating expense. Our third quarter net interest income was reduced by $9.5 million pretax due to adjustments made within our structured leasing portfolio. These adjustments relate to structured leasing transactions that we have discussed with you in the past, including in the second quarter and have previously disclosed in our Form 10-Q and 10-K fillings with the SEC.

The net interest income reduction represents our so-called FSP 13-2 adjustment. In connection with this adjustment, we also increased our income tax provision by $3 million for certain structured lease transactions. The per share impact of these lease related items was $0.06 after tax.

Finally, in the third quarter, we recorded a $17 million pretax charge equal to $0.05 per share after tax relating to other than temporary impairment of two assets backed securities in our balance sheet investment portfolio. These two securities have a par value of $27 million and represent uninsured second lien mortgages.

The $17 million charge reflects the difference between amortized cost and the current market value. We believe we will ultimately recover a significant portion of the charge as the securities payoff over the next few years.

However, in compliance with Generally Accepted Accounting Principles, specifically FAS 115, we recognize the entire difference between the amortized cost and the estimated fair value as of the date the securities were deemed to be other than temporarily impaired.

With that background let me review our third quarter results beginning with revenues. Revenues in the third quarter equaled $938.5 million up 5% or $46 million, compared to last year. Revenues declined 14% or $156 million on a sequential quarter basis. The key line items that influenced revenue performance in the third quarter were trust investment and other servicing fees, foreign exchange trading income, and net interest income, which together represented 94% of total revenues.

Trust investment and other servicing fees, decreased 7% year-over-year or $34 million to $475 million. In our institutional business C&IS trust investment and other servicing fees equaled $244.5 million in the third quarter, a decrease of 13% or $37.5 million year-over-year and a decrease of 40% or $165 million on a sequential quarter basis.

C&IS fees include three primary revenue areas, custody and fund administration, institutional asset management, and securities lending. Let me discuss the performance of each of these in the third quarter. C&IS custody and fund administration fees equaled $164 million in the third quarter, up 3% or $5 million year-over-year. Custody fees achieved this 3% growth in a very unfavorable market environment as new business driven by global custody and fund administration more than offset the impact of negative year-over-year order lag markets.

On a sequential quarter basis C&IS custody and fund administration fees decreased 5% or $8 million, as the impact of new business was more than offset by the challenging, order lag equity market environment. Investment management fees in C&IS equaled $68 million in the third quarter, a decrease of 6% or $4 million year-over-year. On a sequential quarter basis investment management fees declined 5% or $4million. In both the year-over-year and sequential quarter comparisons the weak market environment served as a considerable headwind for investment management fees.

New business, however, helped to offset those headwinds, particularly in our manager of manager and quantitative businesses. C&IS securities lending fees equaled a negative $4.6 million in the third quarter, as compared with $33 million last year and $150 million in the second quarter.

Once again, and similar to the results we reported to you in three of the last four quarters. Our securities lending fees reflect the ongoing dislocation in the fixed income markets. For us, this again took the form of negative pricing marks, in one mark-to-market securities lending collateral fund. The impact of the negative marks on our third quarter securities lending fees equaled $96 million, which compared with a negative impact from these marks of $36 million one year ago and positive mark impact of $25 million last quarter

Let me offer a few remainders about the mark-to-market fund as we have done in the past. First this mark-to-market fund has followed its investment guidelines consistently and appropriately. Now a typical portfolio management decisions have been made in the fund. Second, the fund does not use leverage. Third, the fund is managed with conservative interest rate sensitivity of 47 days and a credit based weighted average maturity of 1.97 years as of September 30th.

And finally, 71% of the securities held in the fund are rated either AAA or AA and approximately 70% of the funds portfolio is invested in corporate notes, with the remainder invested in asset backed securities and cash. The funds negative pricing marks reflect the sharp production in trading active as well as credit spread widening with certain issuers.

Additionally, in the third quarter, the weakening economy caused the general deterioration in fundamental credit quality and pricing. More specifically, three holdings in fund were deemed to be permanently impaired during the third quarter, including securities issued by Lehman Brothers.

Those holdings have been segregated from the fund in to liquidating portfolio. The impact of the impairment of these holdings gets reflected in the securities lending results we are reporting to you this quarter.

Excluding the impact of the mark-to-market fund our securities lending fees would have equaled $91 million in the third quarter of 2008 representing an increase of 33% year-over-year and a decrease of 27% compared with the second quarter of 2008. Again, for context recall at the second quarter typically exhibits seasonal strength as a result of the international dividend season, which occurs in that quarter.

Institutional assets under custody equaled $3.2 trillion at quarter end, down 15% or $571 billion from a year ago and down 11.5% or $419 billion versus last quarter. Global custody assets which are component of total C&IS assets under custody equaled $1.7 trillion on September 30th down 15% on both the year-over-year and sequential quarter basis.

The year-over-year and sequential quarter declines reflect the quarter’s low market values at S&P 500 fell 23.7% year-over-year and 9% in the third quarter and the Keefe index declined 30.9% year-over-year and 13.6% in the third quarter. In addition, the lower level of institutional assets under custody is also negatively impacted by stronger US dollar.

Managed assets for institutional clients equaled $511 billion at quarter end, down 17% or $103 billion compared with one year ago and down 16% or $97 billion sequentially. Excluding securities lending collateral from C&IS assets under management, which I’ll discuss in a moment. Managed assets for institutional clients were essentially flat year-over-year and down 11% sequentially.

Securities lending collateral equal to $182 billion at quarter end down 36% or $102 billion versus one year ago and down 24% or $56 billion compared with June 30th. On an average daily basis, securities lending collateral was down 26% year-over-year and 13% versus last quarter.

The lower level of securities lending collateral reflected in our institutional assets under management reflects three factors. First, lower market values due to weak equity and fixed income markets. Second, reduction in borrower demand due to de-leveraging and the typical second to third quarter seasonal pattern, as a result of the international dividend season and third, client imposed restrictions or suspensions during this turbulent market environment.

Let me now switch to our personnel business, which we refer to as Personal Financial Services or PFS. Trust investment and other servicing fees in PFS equaled $230 million in the third quarter, representing an increase of 2% or $4 million year-over-year. Similar to our custody fees in C&IS, PFS new business results help to partially offset the weak month lag market environment.

New business in PFS was again very strong in the third quarter, representing our best quarterly result, since the fourth quarter of the year 2000.

We have seen a significant increase in money and motion in the private client market. Our experience in this arena, expertise and overall position of competitive strength has fueled growth in new business opportunities and opportunities with prospectus matching our PFS profile.

On a sequential quarter basis, PFS fees decreased 2% or $5.5 million. The positive impact of new business in the third quarter was not enough to offset weak month lag equity market. Fees in PFS are derived from the assets that we managed and our custody for personnel clients. PFS assets under management equaled $141 billion at quarter end down 4% or $6 billion from a year ago.

Asset under custody in PFS equaled $314 billion on September 30th, down 5% or $15 billion year-over-year. This performance compares once again with backdrop of a tough market environment, which we saw 24% decline in the S&P 500 year-over-year.

On the sequential quarter basis PFS assets under management were down 1% of $2 billion, while PFS assets under custody were down 4% or $12 billion, since June 30th. Again, when compared with a decline of 9% in the S&P 500 during the third quarter, our performance on a relative basis reflects the strong PFS new business result that I mentioned earlier. Net interest income equaled $266 million in the third quarter representing a 15% increase when compared to the third quarter of 2007. On a sequential quarter basis net interest income increased 7% or $17 million.

As I mentioned earlier, third quarter net interest income included $9.5 million reduction related to our lease portfolio adjustment. Excluding this adjustment net interest income would have equaled $275 million an increase of 17% or $41 million compared with a similar adjusted net interest income for last year.

On a sequential quarter basis and adjusting both second and third quarter net interest income for lease related items, net interest income would have decreased 1% or $3 million.

Our net interest margin in the third quarter equaled 1.62% on reported basis and 1.68% if the leasing adjustment is excluded. This compares with similarly adjusted net interest margins of 1.74% last year and 1.78% in the second quarter. The decline in our net interest margin resulted from mixed changes in both earning assets and funding liabilities.

Average earning assets equal the record $65 billion in the third quarter and increase of 22% or $12 billion year-over-year and 4% or $2 billion sequentially. Our balance sheet growth has been significant.

Non-US office time deposits continue to be the largest driver for growth in our balance sheet averaging $39 billion in the third quarter and increase of 40% or $11 billion versus last year and 8% or $3 billion sequentially. This strong growth in non-US office time deposits reflects both our success in growing our global custody business and our ability to aggregate client assets during this turbulent market environment.

Foreign exchange trading income equal the record $142 million up 54% or $50 million compared with the third quarter of 2007. On a sequential quarter basis, foreign exchange trading income increased 12% or $15 million. The key drivers of our quarterly results in foreign exchange were volume and volatility both remain high in the third quarter driven by market turmoil all around the globe.

Other operating income equaled $36 million in the third quarter and increase of 89% or $17 million year-over-year, and 4% or $1 million sequentially. The year-over-year results include $7 million of valuation gains recorded on credit default swap contracts as well as higher commercial loan related fees. During the third quarter, we recorded a loan loss provision of $25 million compared a $6 million provision in the third quarter of last year and $10 million provision in the second quarter of 2008.

The third quarter’s loan loss provision reflects broad based loan growth and continued weakness in the overall economy. Loss at quarter end equaled almost $30 billion an increase of $1.2 billion compared with the prior quarter. Credit quality remains strong at quarter end particularly given the challenging economic climate. Within our loan portfolio nonperforming assets equaled $61.5 million at September 13th representing only 21 basis points of total loans at quarter end.

Nonperforming assets increased $27 million in the quarter with above were 95% of the increase being accounted for by only two loans. With in our $12 billion available for sales balance sheet investment portfolio credit risk also continues to be very strong and portfolio as well, when compared with banking industry peers. Our unrealized loss unavailable for sales securities equaled only $200 million pretax on September 30th compared with $159 million pretax on June 30th.

Now let me shift my comments to review of the key expense categories that impacted third quarter performance. For purpose of the discussion that follow; the previously we announced charges of $561.5 million that I discussed earlier have been excluded. Expenses exclusive of the previously announced charges equaled $563 million representing a decrease of 1% or $4 million from the year ago quarter. On a sequentially basis, expenses were down 13% or $81 million.

Compensation expense equaled $230 million and decreased 11% or $29 million from the year ago period. The year-over-year decrease in compensation expense reflects a lower level of incentive compensation due to projected corporate performance offset by higher staff levels and annual merit increases. Staffing levels equaled approximately 12,100 full-time equivalent positions at quarter end up 14% year-over-year.

Office in Bangalore, India now employees over 1200 staff members almost double the staff level we had in India one year ago. On a sequential quarter basis compensation expense decreased 25% or $76 million primarily reflecting lower incentive compensation offset by increased staffing levels. Employee benefit expenses equaled $52 million in the third quarter down 8% or $5 million versus last year and down 16% or $10 million sequentially.

The year-over-year decrease primarily reflects lower defined contribution plan expense and lower pension expense, partially offset by higher FICA insurance expense. The sequential quarter decrease was driven primarily by lower defined contribution plan expense and by lower medical and FICA insurance expense.

Outside services expense equal to $106 million, an increase of 7% or $7 million, compared with last year. The year-over-year resulted from higher technical, legal and consulting expense. Outside services expenses was flat sequentially. Equipment and software expense equaled $61 million, up 13% or $7 million year-over-year and 7% or $4 million sequentially.

The year-over-year increase primarily reflects increases in amortization and maintenance expense driven by increased levels of technology investment. The sequential increase represents the typical annual pattern, where expense associated with the depreciation and amortization of equipment and capitalized software is typically higher in the second half of the year.

Other operating expense excluding the clients support related charges out lined earlier, equaled $71 million, an increase of 23% or $13 million, compared with last year. The year-over-year increase was primarily due to the settlement of a long-standing legal matter and higher business promotion expense. On a sequential quarter basis, other operating expense decreased 1% or $600,000.

An income tax benefit of $93 million was recorded in the third quarter due to the pretax loss of $210 million. Excluding the impact of the client support related charges and the lease related items; the third quarter effective tax rate would have been 32%.

Northern Trust repurchased 49,000 shares of common stock in the third quarter at a cost of $4 million. Diluted shares averaged 221.9 million. We can purchase an additional 7.7 million shares under a buyback authorization approved by our Board of Directors in October of 2006.

Before I wrap up, let me comment briefly on the continued strength of Northern Trust capital position. Northern Trust regulatory capital ratios remain very strong; considerably an excess of the well-capitalized level set by bank regulators. Our Tier 1 capital ratio for example equaled 9.2% at September 30th well had of the 6% minimum for well-capitalized designation.

Maintaining a strong and conservative level of capital has long been hallmark of Northern Trust of fundamental tenant of our company that is serving our clients and shareholders very well in this difficult market environment.

Let me now close with few perspectives on the current environment and the positioning of Northern Trust. As I have suggested at the outside of this call from an environmental perspective conditions in the third quarter and actually year-to-date in 2008 have been extraordinarily difficult.

These difficulties have touched virtually all markets and geographies. The downstream consequence of this crisis has been a remarkable series a dramatic events ranging from high profile corporate bankruptcies to workers stated acquisitions, from conservative shifts, to the departures of senior most executives, and to our host of unprecedented government initiatives both herein the United States and around the globe.

Northern Trust as we have always said is not immune to these events. While we posted very strong results for full year 2007 and performed record levels for the first six months of 2008. This third quarter and really the month of September in particular post extra ordinary challenges for our clients and as a result for us.

The third quarter 2008 represents the first quarterly loss for Northern Trust since the fourth quarter of 1987. The driver of this loss is we think very important understand. Our underlying business fundamentals remain sound.

However, reflecting on our position of capital strength and the importance we placed on the help of our long-term client franchise, we elected to incur $561.5 million of charges relate to client support actions. This decision caused our loss for the quarter. It was not an easy choice, but we believe it was the right decision as we balance the corporation near term results with the attractive opportunities we see as we move beyond this period.

Northern Trust continues to be highly differentiated. Indeed, the current environment may in the end serve to further heighten Northern Trust unique positioning. As we move forward, we will look continue to focus on the businesses we know so well, which continue to have attractive long-term demographics and growth prospects. This focused coupled with our conservative financial strategies and client centricity will remain as a top priority.

In some, while we are disappointed to report our quarterly loss to you today. We remained focused on the businesses and focused on our clients in this extremely difficult environment.

Now, Bev and I would be happy to answer your questions. Annolla, please open the call for questions.

Question-and-Answer Session

Operator

(Operator instructions) We will take our first question from Robert Chow [ph] with Deutsche Bank.

Robert Chow – Deutsche Bank

Hi, good morning.

Steve Fradkin

Good morning.

Robert Chow – Deutsche Bank

First question I wanted to ask, the impact of foreign exchange on your core custody results and the level of custody assets that you’ve reported?

Stave Fradkin

I think I don’t know that we can quantify that for you. I guess, in terms of our assets under custody just as a remainder, the C&IS assets were $3.2 trillion down 15% year-over-year and 11.5% sequentially. The global piece the short component of that $1.7 trillion down 15% year-over-year and sequentially.

I think the way I would put that in context, if you look at the S&P down 24% year-over-year and 9% sequentially and EAFE down 31% year-over-year and 14% sequentially. I think, we look pretty good, remember in proportionate terms Northern Trust has the biggest proportion of global assets, which we think generally serves us well from a business standpoint generating foreign exchange.

However, in terms of assets under custody this quarter, with EAFE down significantly more than the S&P, that really hurts us and then you combined that with the translation to the US dollar and it hurts us the more. So, we think actually our assets under custody number are quite good this quarter.

Bev Fleming

And Rob, may be if I can help, may be put in orders the driver for you. The biggest driver of the sequentially declined in our assets under custody was that you would have imagine the market impact, the second largest driver was the currency impact, because of the stronger US dollar, and the third driver in order would be the fact that our securities lending collateral declined. So, that would be the order of which each of the drivers contributed to the decline in assets under custody on a sequential quarter basis.

Robert Chow – Deutsche Bank

Okay. That’s helpful. In terms securities lending, can you give us an idea of the profitability of that business, as we think about $96 million in mark-to-market losses?

Steve Fradkin

We don’t disclose any profitability on security lending, but historically, it’s been an attractive business for us.

Robert Chow – Deutsche Bank

Can you give us any idea of how many people you may employ in that business?

Steve Fradkin

No.

Robert Chow – Deutsche Bank

Okay. And you took a charge for the auction rates securities this quarter, did that essentially cover your exposure to the auction rates securities, customers that have fund that are not covered by this charged and would you expect to recover any of this amount overtime, either from third parties or by these securities were turning to a more fair value?

Steve Fradkin

We take the option rate charge that we took, which was $80 million pretax in the quarter should cover us in that area. In terms of possible recoveries very difficult to say, essentially what we are doing here for those clients that wanted is purchasing those securities from clients at par and then we will be the holder of securities and will decide what to do with those and/or whether we have actions against other parties, but I think for your purposes, you should assume that essentially takes care of it from our side.

Robert Chow – Deutsche Bank

Okay. And you mentioned lower incentive compensation in the third quarter. Can you give us an idea what the actual level of incentive comp was in third quarter and second quarter?

Steve Fradkin

We do not break that out, so I can’t give you that. But what I would say is that, if you look at our performance we had a very strong first half of the year and we are always calibrating our incentives relative to our projected full year performance, clearly with this quarter’s performance we have to take that down, because we are projecting our full year results to be weaker than we had planned.

Robert Chow – Deutsche Bank

Okay, one last question. You built a reserve this quarter, I am wondering, if you could give us an idea of what you feel the appropriate reserve level is, and if you can give us any sort of sense for what your watch list looks like relative to the NPA level at this point?

Steve Fradkin

Well, I think that the reserve level is what we deem to be appropriate now. So we are not fielding it beyond what we think appropriate. I would say that our what we refer to as our seven and eight rated loans, which are the loans in our weakest categories have increased considerably, as you might expect the environment is tough, our seven and eight rated loans at the end of the third quarter equaled $260 million, which was up a $138 million from the last quarter.

So, clearly we are seeing some degradation in loan quality. I should add that the just for perspective that in terms of the increase that really represented order of magnitude a dozen borrowers. So it is not as broad based as the whole portfolio you have got it focused on a few key places. And I guess to put our seven and eight rated loans in context that $260 million would compare with a recent peak in recent years of about $319 million.

So, we have very, very high loan quality as we’ve always said, when the environment degrades, we feel some of that, but our credit matrix remain outstanding, though they are moving up and typically they are triggered by a small number of loans.

Robert Chow – Deutsche Bank

Are there any particular industry for the seven and eight rated?

Steve Fradkin

Nothing that I would point out at this point in time.

Robert Chow – Deutsche Bank

Okay. Thank you very much.

Steve Fradkin

You’re welcome.

Operator

We will go next to Glenn Schorr with UBS

Glenn Schorr – UBS

Thanks. Hi, Steve.

Steve Fradkin

Hi Glenn.

Glenn Schorr – UBS

Can we talk a little bit more about the deposits? You had a great growth; you gave a little color on that quarter and quarter, year-over-year. Can you talk a little bit about where it is coming from, what type of clients, are they new clients, current clients, just so we can get a thought process around what we can expect to stick around going forward?

Steve Fradkin

Sure, our overall interest bearing deposits were up 35% year-over-year and we saw a savings deposit growth of 11%, but the big driver was the non-US time deposits, which increased by 43% or $12 billion dollars year over year to reach $41 billion. So, translating that into client speak, that is really largely the institutional clients outside the United States placing their cash with us. So, that has been a high growth area for us and that’s continued in the third quarter.

Glenn Schorr – UBS

Is that an allocation away from someone else, is that how we should think about in terms of share sector is that just growing?

Steve Fradkin

It’s hard to validate that empirically because that can be asset allocation shifts, just more cash, it can be deposits gathered that are being placed with us from elsewhere. If I had my sort of gut reaction, I would say it’s a both just client transactional activity, but I think there was on a variety of fronts and this is one what I will call a flight to quality in the third quarter to stronger balance sheets, but I can’t, empirically prove that to you.

Glenn Schorr – UBS

On the cost side, you noticed a big drop in comp, but also interestingly a reasonable pickup in headcount considering the environment we are in. On the go forward basis, can you just marry those two thoughts?

Steve Fradkin

Well I think, I guess I’d offer a couple of perspectives. For a business like ours, it is always difficult to align revenue growth and expense growth when you have sharply declining markets. And remember we will have more clients this quarter than last quarter and a year ago, but the basis upon which we get paid for the services we offer to clients is going the other way. So, it is the tough balance to manage in the very short-term. Remember, approximately 70% of our fees and 50% of our total revenues are coming from trust, investment, and other servicing fees. So, when the market values decline that’s a significant challenge. I guess, the way I’d respond Glenn is, we obviously have to do all we can to manage our expense base carefully. We have for several years now been building up some of our activities in India, which help us geographically and help us on cost basis as we harmonize that.

Looking forward, 55% to 60% of our expense basis in people, salaries, incentives and benefits so, clearly we’ll have to be very judicious about our human capital growth going forward. About 15% our expense base is in outside services some of which relate to volumes, some custody expense, sub-advisory and the like. And obviously, we will be tightening that as much as we can. So, in the environment that we are in, we’re going to do all that we can to manage our expense growth consistent with the revenue profile. But again, we are trying to walk that balancing act between the way we get compensated for our services being down for a period of time, get the volume of work and activity that we have rising, so it just an artful balance.

Glenn Schorr – UBS

I hear you, good luck with that.

Steve Fradkin

Thank you.

Glenn Schorr – UBS

Last one, you’ve obviously done a great job being real conservative on the balance sheet, the unrealized loss is pretty tiny all things considered. So, I guess it’s not much of an issue, but I figured I’d ask the question anyway. Do any of the treasury capital investment programs thought facilities and of all the five or six major things that have been announced recently, could you talk about the ones that might have the biggest impact for Northern Trust?

Steve Fradkin

Well, I think a lot has been written about the government’s decision to inject capital into the banking system, and as you quite rightly note Glenn, our capital ratios are strong and very well in excess of regulatory capital guidelines. That said, this is the healthy bank program and we are interested in participating in the purchase program. So, I think we are continuing to discuss this with regulators as part of our normal capital planning process and we will make a decision as we go forward, but that’s the piece that I would say is most applicable and interest to us at this point in time.

Glenn Schorr – UBS

Just so we are clear, most likely you will hand in your application before the mid November deadline?

Steve Fradkin

Yes.

Glenn Schorr – UBS

Okay. That’s cool, thank you very much.

Operator

We will go next to Mark Fitzgibbon with Sandler O'Neill.

Mark Fitzgibbon – Sandler O'Neill

Hi, Steve, how are you.

Steven Fradkin

Hi, Mark.

Mark Fitzgibbon – Sandler O'Neill

First, I know you typically don’t talk about the future, but given the volatile period that we’re in. I wondered if maybe you could share with us what’s happen to deposit flows, those foreign office time deposits as well as some of your custody flows since the end of the quarter?

Steve Fradkin

We’ve really don’t, I would say Mark, it’s difficult, because there is a lot of fluids [ph] to that. And so, I would be, I think, we miss and trying to talk about, where we are since the end of the quarter and I preferred to just stick with our quarterly results.

Mark Fitzgibbon – Sandler O'Neill

Okay, and then secondly, I wondered, if you can give us a little bit few more color on those two large NPAs you had this quarter, maybe what type of credit they are, what geography or industry they are in?

Bev Fleming

Mark, I can give you a little bit perspective on that. Although, not a lot. Because obviously we’ve got the client confidentiality deal with here, but one of them is the family owned manufacturer distributor. And it’s a client of Northern Trust for decades and their biggest issue right now is dealing with some of the economic downturn generally speaking. The other one is a west coast based manufacturer as well and they too have been suffering from the current economic environment, so that’s about all I can tell you.

Steve Fradkin

I think, Mark, the thing that I would remind you and you know well about us is that, again that the overall portfolio looks to be in very good shape both in absolute and relative terms, but as well always be the case for us, when you come up very pristine levels of credit quality anything will show up as a blip at least for now that’s our experience in this quarter.

Mark Fitzgibbon – Sandler O'Neill

And then just the last question. Stage street has it seems to essentially said that, they may support other funds that, they manage that become trouble bank in New York has sort of said that they won’t. I am curious, where it is Northern Trust stand on providing additional supported to its various funds, is there point of which you will sort of say, we are going to stop supporting these funds, if we’ve done everything right?

Steve Fradkin

Well, I think what we’ve said, what we’ve done is kind of speaks for itself. We have stepped up and provided support in the number of forms, whether ether it’s capital support agreements that the securities lending constant dollar collateral approvals or the auction rate. We think it is the right thing to do based on the long-term health of our franchise, but that is all we have committed to, and we have not committed to doing anything else. Obviously, we’ll assess facts and circumstances as they exist, but that is clearly all we have committed to at this point in time.

Mark Fitzgibbon – Sandler O'Neill

Thank you.

Steve Fradkin

You are welcome.

Operator

Mr. Fitzgibbon, was that all for you?

Mark Fitzgibbon – Sandler O'Neill

That’s it. Thank you.

Operator

We will go next to Jason Goldberg with Barclays Capital.

Jason Goldberg – Barclays Capital

Thank you. Steve, you’ve mentioned that $96 million adverse impact in the sec lending types of that mark-to-market fund, I guess, how much of that was realized versus unrealized?

Steve Fradkin

We don’t break that out that is the total net effect in the quarter, Jason.

Jason Goldberg – Barclays Capital

Okay. But I guess you’re achieving without knowing that pieces, it still looks like you have fair amount of unrealized losses tie to that piece, could you just talked about your thoughts on eventually recouping that overtime.

Steve Fradkin

Well, the markets are extremely fluid, so I’m lowest to make any predictions on timing as I think you can fully appreciate. We do have $255 million in accumulated negative marks, so that’s what we are sitting on and our ability to predict the timing of that is suspected that

Jason Goldberg – Barclays Capital

Okay and you mention that the duration is that, is about two years?

Bev Fleming

Yes, that’s correct.

Jason Goldberg – Barclays Capital

Okay. Thank you.

Steve Fradkin

You are welcome

Operator

We will go next to Brian Bedell with Merrill Lynch.

Brian Bedell – Merrill Lynch

Thanks, good morning folks.

Steve Fradkin

Good morning.

Brian Bedell – Merrill Lynch

As I usually asked in every quarter, can you disclose the AUM and assets under custody are breakout by assets class?

Bev Fleming

Sure, for assets under management equity was 38%, fixed income was 15% and short duration was 47%, our assets under custody equity was 46%, fixed income was 31%, and short duration was 23%.

Brian Bedell – Merrill Lynch

And then just give a little bit color on ABS portfolio and just looking at your second quarter queue, can you easily breakout that credit ratings is that and you describing this most reporting right now. Can you just give a little bit more detail about the nature of the securities and whether of that ratings distribution in the second quarter, still hope as in third quarter?

Steve Fradkin

Sure, Brain. As of September 30th we had $13.4 billion securities portfolio, as you know it’s very high quality, very short duration 90% of that is AAA and of the $13.4 billion about 13% or $1.8 billion represents asset back securities and again very high quality, 86% of the asset back securities are AAA, which is down a little bit from last quarter, when they were 91% of the $1.8 billion in asset backs, only $349 million represent sub-prime asset back securities and 62% of the sub-prime asset back securities are AAA. So we continued to feel, quite good about our securities portfolio.

Brian Bedell – Merrill Lynch

And then, would be remaining part of that $1.8 billion is just residential mortgage back securities of sub-prime nature?

Bev Fleming

No, Brian, we’ve got after back securities in the credit cards space, the auto space, the student loan space and the mortgage space.

Brian Bedell – Merrill Lynch

All right. Okay, it is pretty well diversity between this?

Steve Fradkin

Yes

Bev Fleming

Yes.

Brian Bedell – Merrill Lynch

Okay, great. And then if you can just talk about, just Jason’s questions on the unrealized versus realized losses of the 255 of the negative marks, the way I think about you’re your unrealized losses in the securities lending mark-to-market product that you have the potential to recouped, but we should really think about all of that as recoupable and given, if we presume that you won’t to be sharing a realized losses with clients, because you’re not contractually obligated to share realized losses with this clients. Is that correct?

Steve Fradkin

That’s correct.

Brian Bedell – Merrill Lynch

Right, okay. The only way you could not recoup that 255 as we decided to, if you personally decided to share some of those losses with the clients?

Steve Fradkin

Yes. That’s correct and we have not done that.

Brian Bedell – Merrill Lynch

Right. Okay, and then what’s the size of that mark-to-market portfolio as of September 30?

Bev Fleming

The security has got $9 billion fund.

Brian Bedell – Merrill Lynch

$9 billion. Okay. Great, and then, if you could just talk about the just how that your pension plan clients are thinking, obviously it’s been crazy market in securities lending and if you have been able to recoup the collaterals, in terms of some of the issues and I know this has been for all trust bank. So, the things have seems to have stabilized for now, but do you feel that there are ramifications, I guess, what I’m asking all those pension plan clients likely to comeback into securities lending programs or they going to remain once for while do you think?

Steve Fradkin

Well, I think, if you think about the sort of the market, we think at least securities lending is really essential to running of efficient capital markets, it is an important a part of the broadly functioning market, that said from a supply side get into your question, whether it’s pension funds or others, clearly in the environment that we were in, we are going to see temporary suspensions, we’re going to balance capping borrower restrictions in the like for whole host of reasons. So, we do expect some moderation at least for a period of time, but I think overall, and again, this is more a personal opinion then anything fact basis. We expect it to slowdown and probably slowdown reasonably considerably for period time until the market sort of short themselves out, but I think that will be plenty of opportunities for people who one lender their securities in due course.

Brian Bedell – Merrill Lynch

Okay, and what proportion of sec lending book is equities?

Bev Fleming

It is about 50-50 Brian, from a lending. Moves around a little bit, but 50-50 is a good way to think about it, equity versus fixed income.

Brian Bedell – Merrill Lynch

Okay. Great, and then, just on the high networks are the PFS business. I need on get about the full information, but based on certain market movement I would calculate anywhere from, I think, what kind of return assumption to use, anywhere from $5 to $10 billion of inflows in the quarter, first of all is that sort of in the ballpark. And then secondly, should we expect to lift in the fourth quarter given that inflows have come in during the quarter and if not all realized into revenue?

Steve Fradkin

Well, we do not give any inflow validation or perspectives. So, I can’t help you with that. When in terms of the fourth quarter, again the question is whether you will see it based on what happens to market conditions. Clearly, we had a very strong third quarter and that was terrific news for our PFS business, but depending on where markets go, much like we saw this quarter. It is hard to see it.

Brian Bedell – Merrill Lynch

But your momentum in new business given the dislocation that you have been talking about is, you would be describe, as potentially even improving into the fourth quarter, excluding market level?

Steve Fradkin

Well, I do not want to be predictive about the fourth quarter, because we do not offer guidance, what I will say is the last two quarters in particular have been extremely strong and if you think about it historic terms, historically when the markets start dropping in the personal business, decision making slows down a bit. So, we wouldn’t in – I will call it normalize softer markets, expect our new business to accelerate. We would expect it to moderate, because people sit on their hands, they don’t want to make decisions, we are not sure where the markets are going.

This in the third quarter and in the second quarter of the year we had a very different phenomenon, which was really in my judgment a significant and pronounced flight of quality. So instead of sitting on their hands, they moved in and moved to quality. Again, I can’t prove that to you, but that is my strong sense based on and spend the total evidence on the numbers of what happened, where people would be in the fourth quarter very difficult to predict. But so far this year very good results in PFS new business.

Brian Bedell – Merrill Lynch

I think that would certainly persist for at least a time here. Just last question on the retire pro and related programs, are you referring to the, essentially applying for the preferred investments that, I guess banks are eligible to up to 3% of risk weighted assets.

Steve Fradkin

That’s correct.

Brian Bedell – Merrill Lynch

And any decision on what level you would apply for it? Would it be 1% or that more like to 3%?

Steve Fradkin

Well, we have not decided.

Brian Bedell – Merrill Lynch

Okay, great. Well thanks very much

Steve Fradkin

Thank you, Brian.

Operator

We will go next to Nancy Bush with NAB Research.

Nancy Bush – NAB Research

Hi guys, how are you?

Steve Fradkin

Hi, Nancy.

Bev Fleming

Hi, Nancy

Nancy Bush – NAB Research

Just a couple of questions, number one, I believe in the second quarter, you’ve said that the PFS trends in Florida had been quite strong and I am wondering if that is continued in to the third quarter given, but it looks like an accelerating problem in the housing market there?

Steve Fradkin

Well, our trust fees in Florida were $52 million in the third quarter. They were down 1% year-over-year and 4% sequentially, which compares quite favorably Nancy with the month lag marks and which were down almost 14% year-over-year and almost 7% sequentially. Our new business in Florida in the third quarter was strong, was up about 40% compared with the third quarter of 2007 and Florida, we also saw good growth in loans and deposits again reflective of this flight to quality phenomenon. So, Florida was quite strong for us in the third quarter.

Nancy Bush – NAB Research

Okay. Second question is a bit more broad and I guess kind of philosophical, Steve. It is, the last time you guys really got into a bad market was of course 2000 and 2001 and we had several quarters and actually I guess a couple of years as a sort of bad market results. Then, what is the biggest difference this time around; is it the global aspect of the company or what will make this time different?

Steve Fradkin

Well, I think, I were to contrast last time, you had a phenomenon where you had what I will call a consistent, relatively slowly paced change. So, you had equity markets go down three years in a row. That hadn’t happened since World War II. The first year is a kind of tough based on the business model where you get paid to some extent based on the market value of assets. The second year, it is tougher and the third year, you are really starting to feel the pinch.

If I were to contrast with what we are seeing right now and again this is just a Northern Trust perspective, the month of July and the month of August were very good months for us, performing very well. It is a three-week window in the month of September where just an unbelievable amount of things happened and let us just remember just what happened within three weeks. We saw Lehman Brothers go bankrupt, we saw Merrill Lynch get acquired, we saw the government step-in and provide varying level of support or conservatorships for Freddie, Fannie, and AIG, we saw intention to inject $250 billion into the banking industry, we saw Goldman and Morgan Stanley become bank holding companies and Mitsubishi take at 21% stake of Morgan Stanley, we saw Wachovia get acquired by Wells or the announcement and Washington Mutual get acquired by JP Morgan Chase, that’s in three weeks. So, again it’s, I know it’s all stuff that you know about the volatility and variability around that is just half the charts related to anything we’ve seen.

So, what is that mean for us, I think, we’re living in a very, very difficult time, I think many of the underlying premises of Northern Trust, the strong capital and conservative disposition, whether its in our securities portfolio and our loan portfolio are serving us well, but when markets move that rapidly with that much volatility or liquidity it causes problems and so, we having to kind of Tiers through that, all that while having more work and more clients to deal it. So, it’s a much more intend, it’s like taking three years and putting it in three weeks, as I guess when we are putting it.

Nancy Bush – NAB Research

Well, that explains well I look so much older at this point.

Steve Fradkin

Yeah, all of us.

Nancy Bush – NAB Research

I guess, I would just ask, some of the things that you talk about there should be particularly relevant to Northern Trust going forward of course, that’s Merrill Lynch being acquired by Banc of America and that’s value of Lehman and some of other issues around brokerage firms and asset managers, are you seeing the direct inflow from those events and do you expected to perhaps accelerate from here, as these companies are integrated?

Steve Fradkin

Well, I guess the way I would answer that is clearly and again I can’t definitively improve to you, why clients moved, but there is no question that in our judgment there was significant money in motion in our PFS business, there was the significant uptick in money in motion from the broker dealers, so I think that’s pretty clear and understandable given kind of that, which I just outlined.

In terms of the go forward, and again we like our position in the personnel business, 119 years very focused on it, very nimble, very broader array of capabilities and we always completed well against, what I’d call the money sender banks are very, very large institutions in that space. So, to the extend that your assuming that in world of big is getting very, very much bigger, we think that will be an advantage for PFS business, but of course, will have to see.

Nancy Bush – NAB Research

Thank you.

Steve Fradkin

You are welcome.

Operator

We will go next to Tom McCrohan with Janney Montgomery.

Tom McCrohan – Janney Montgomery

Hi, Steve. Hi, Bev.

Steve Fradkin

Hi, Tom.

Bev Fleming

Hi, Tom.

Tom McCrohan – Janney Montgomery

Most of my questions have been asked, I have to more clarification questions, only the profit side I think you had strong growth in interest bearing for time deposits the non-interest-bearing deposits decline sequentially down about 12% of $1 billion and dollar-terms by comprising your peer groups we can state you have flooded with non-interest-bearing deposits particularly in a last few weeks of September month. So, I am wondering, if you can kind of compared into trust why your non-interest-bearing deposits where not equally up substantially.

Bev Fleming

Actually, explanation you had to do more with where our deposits where on June 30th, we actually had abnormal positions in terms of non-interest bearing deposits on June 30th and so it does make these sequential quarter decline look a little bit unusual.

Tom McCrohan – Janney Montgomery

Okay. And as far as trends in securities lending, can you just elaborate on the difference between $96 million valuation loss this quarter, and the separate $167 million charged to help – support with sec lending clients, we stand all time distinguishing between them?

Steve Fradkin

Yeah, those are two really separate items, Tom if you think about; I guess the way I’ll try to explain this, within securities lending think about two buckets. One where collateral invested in constant dollar NED funds and that’s with the 167.6 whatever it is million-dollar charge took place, where we decided to support those fund.

The other fees of securities lending, which is much smaller, but has been much more volatile since with the third quarter of last year, as where we have this mark-to-market

Phenomenon in the $96 million negative mark happen, so they are entirely separate, both within security of lending but entirely separate phenomenon if you will

Tom McCrohan – Janney Montgomery

If I remember correctly last quarter, there was a $25 million recovery within securities lending fees related to previously recorded unrealized losses?

Steve Fradkin

That is correct, and so you have, on the sequential quarter basis not only we have big negative marks in the third quarter, but they are compared to the second quarter against the opposite phenomenon to the $25 million stronger than the otherwise would have been because we recouped some of the marks.

Bev Fleming

And Tom, we have disclosed that figure, but comparable figure in eight of the last five quarters and then four of the five, we did have the scenario where the mark-to-market fund had a negative impact on our securities lending fees and then one, which was just the last quarter as you just pointed out, it actually there was bit of reversal and we had a positive impact.

Tom McCrohan – Janney Montgomery

Okay. And my last question, just to see the capital support agreements trends also moving parts there back in February disclosed about $230 million of CSA’s, about 7 of them back, last month you talked of about increasing the seven to eight, but I couldn’t find it in today’s press release, what total dollar value is today, as of today the eight outstanding capital support agreements, are you kind of clarify that?

Steve Fradkin

$550 million. That is the maximum exposure under our capital support agreements.

Tom McCrohan – Janney Montgomery

And how much of the $320 some odd million increase must as a result of the September actions is related to the Lehman bankruptcy versus the prior issues that we talked about back in February relate to (inaudible)?

Steve Fradkin

If you look at the changes in the CSA’s, that the change in the value of the working capital support agreements. At June 30th that was about $10 million and it has moved up to $324 million at September 30th and the real drivers are one time increased maximum dollar contribution, so we went from $229 million, as a maximum to $550 million. Two, we have some higher net asset value support levels. Three, we broadened the support beyond Whistlejacket for two of the CSA’s. So, in the original CSA’s it was only related to the Whistlejacket Holdings, now it is broader for two, and then lastly we just a deterioration in fixed income market conditions that include the bankruptcy of Lehman etc. So it is a combination of those factors that makes the big move up to $324 million.

Operator

We will go next to James Mitchell with Buckingham Research.

James Mitchell – Buckingham Research

Hi, most of the questions were asked and answered, but may be can we talk a little bit about the net interest margin that fell 10 basis points on a normalized basis. Obviously, there was a bit of mixed shift away from no interest a deposits in to interest bearing deposits. But how should we take that going forward, should we think about normalizing kind of in the high 17s pretty consistently before that, I guess what’s the drivers there.

Bev Fleming

Well, Jim, I think we are not in a position to be able to give you any future guidance on where the net interest margin might go. In terms of a net interest margin, having defined a bit on a sequential quarter basis that really was primarily related to some changes in mix on the balance sheet both on the earning assets side of the balance sheet, where the mixed shifted a little bit away from the higher yielding assets as well as on the liability of funding side of the balance sheet, where the mixed shifted a bit towards the higher cost funding liabilities so, it is really was primarily a mixed shift phenomenon in the third quarter that drove it down. Even at an adjusted at 168, it was pretty close to what it was for full year 2007, where it was I believe 170. So I hopefully that gives you a little bit of perspective on what happened in the third quarter, but we are not in a position to be able to give you any future perspective phenomenon.

James Mitchell – Buckingham Research

No, fair enough. May be to speak more broadly to the current interest rate environment in short term markets, more generally maybe not specifically about you forecasting margins or even mark-to-market losses, but if we think about everything Fed has done in the short term markets to improve things, as we have seen LIBOR comedown, we have seen commercial papers spread tightened quite a bit. Overall, should we expect, if that were to be sustained, I would think that would help alleviate a lot of the pressure on the mark-to-market in this securities lending book, is that a first statement at least?

Steve Fradkin

Well, I don’t if I’ll answer your question. As the environment – if you want to use the term “normalizes’ that will help markedly. The pace of that normalization is a significant question. A personal view is that the government and a host of regulators have really done – if you actually look at all the steps that they’ve taken and we can debate which will be most effective and what you would do if you were in their chair. They have taken unbelievably dramatic steps globally to try and stabilize this environment and my own sense is that they are starting to get some traction. But going from that to a prediction of where we will be three months from now, I am…

James Mitchell – Buckingham Research

No, I am not asking to you predict even tomorrow. I just was saying, if there were what we have seen over the last week or two sustained, does seem like we have improved since the end of the quarter in some of these shorter term markets.

Steve Fradkin

Yeah. More stability is better I guess.

James Mitchell – Buckingham Research

Okay, thanks.

Steve Fradkin

You’re welcome.

Operator

We will go next to Robert Lee with KBW.

Robert Lee – KBW

Thanks, good morning.

Steve Fradkin

Hi, Rob.

Bev Fleming

Hi, Rob.

Robert Lee – KBW

I’m just curious, maybe following up you mentioned the Northern interest in possibly tapping into the Fed’s offer to buy preferred stock and some bonds and I think concern your capital ratios being pretty strong and the securities portfolio being in pretty good shape, and the significant I guess a complete provision earnings you generate, can you talk a little bit about your thought process behind that? You wouldn’t seem to necessarily be in need for, you view this as more of an offensive thing in the sense that taking the cheap capital, maybe opens up opportunities and all that could come along, whether from the acquisition front or otherwise?

Steve Fradkin

Well, we think it is an attractive program, so it is efficient. In terms of some of the other normal sources for capital right now, at least for financial institutions they are shall we say limited, so your other alternatives right now are not that great or are accessible, and I guess two thoughts, one offensive, one protective. We like the position we’re in and we think we have a great franchise and as we have alluded to in the PFS and otherwise there are some terrific opportunities in this environment.

Secondarily, if people have learned nothing through this crisis it would be that very strong capital is a good thing, you never no when you’re going to need it, but you’ve heard us talk about that ad nauseam and as you Rob and I have discussed over the years if there is one thing we have probably been critiqued for over the years is being too strong on capital and I think this environment though I certainly wouldn’t have predicted it, reminds you of why you want be in that position. So, to the extent that’s an attractive program we want take a serious look at it, and obviously we haven’t disclosed what we are going to do but it is – I think and attractive one. So, we will consider it in that vein.

Robert Lee – KBW

I know you guys don’t like to make forward-looking statements, but on this kind, if you look at ahead I mean presumably, why your competitors, both globally are going through presumably when the dust settles there may be more people willing to exit aspects of the asset servicing business. I mean, as an organization do you see your appetite changing? In past really haven’t done much, obviously you did the Barings transaction a couple of year ago. But do you see there being opportunity to play more of a role of consolidator than you would have thought in the past?

Steve Fradkin

Well, our number one priority is focusing on the clients and there is no question at in this market environment, whether they are personal clients or institutional clients, it’s a stressful period. So, that is the number one priority. That said, we like our franchise, we like the opportunity, I think its fair to say that there will probably be more things for sale than ever before on both sides of our business and we will continue to look at all of them to see what if any of them make sense for us to expand the capabilities we have for clients. So, we are going to look at everything.

Robert Lee – KBW

Fair enough, thank you.

Steve Fradkin

You’re welcome.

Operator

It appears we have no further questions left in the queue. Mr. Fradkin, I would like to turn the conference back over to you for any additional or closing remarks.

Steve Fradkin

Okay, well let me again thank you for joining Northern Trust for this third quarter 2008 earnings conference call, and we will look forward to updating you on our fourth quarter financial results in January. Thank you very much.

Operator

Thank you. Ladies and gentlemen, once again that does conclude today’s conference. Thank you for your participation.

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