Fitch Affirms U.S. Trust and Processing Bank Ratings Following Industry Peer Review

  Fitch Affirms U.S. Trust and Processing Bank Ratings Following Industry Peer
  Review

Business Wire

CHICAGO -- February 28, 2013

Fitch Ratings has affirmed the ratings of the U.S. Trust and Processing Banks
(referred to as Trust Banks) following a peer review committee. The four Fitch
rated banks included in this peer review are Bank of New York Mellon
Corporation (BK, rated 'AA-/F1+'), State Street Corporation (STT, rated
'A+/F1+'), Northern Trust Corporation (NTRS, rated 'AA-/F1+'), and Brown
Brothers Harriman (BBH, rated 'A+/F1'). The Rating Outlook for BK, NTRS, and
BBH is Stable and the Rating Outlook for STT has been revised to Positive from
Stable. A complete list of ratings is included at the end of this rating
action commentary.

RATING ACTION AND RATIONALE

Today's rating affirmations are reflective of strong franchises in asset
custody and asset management, barriers to entry in the business model due to
scale, sound capital levels, strong funding and liquidity positions, and good
asset quality metrics. These strengths are counterbalanced by an elevated
level of operational risk inherent in the business model and earnings
performance that while satisfactory remains below historical levels given
still uncertain markets and the protracted low interest rate environment.

The Trust Bank business model is characterized by significant economies of
scale and sticky relationships that have created barriers to entry in the
business which helps support the Trust Banks' relatively high ratings.
Combined, these four institutions provide custody and administration services
for nearly $60 trillion in assets globally and asset management services for
over $4 trillion in assets. These operations are supported by strong capital
ratios that are comparatively higher than more traditional banks, relatively
low-risk balance sheets, and ample liquidity that is inherent in the large
trust bank business model.

While the industry, on average, has had reasonably good fee growth from the
core asset servicing and asset management businesses, its more market-based
revenues in areas such as net interest income (NII), foreign exchange trading,
and securities lending activities have been more challenging. In particular,
NII, one of the largest sources of revenue has felt the impact of net interest
margin compression amid declining interest rates, and Fitch expects this to
continue over at least an intermediate-term time horizon. As a result, the
industry has been focused on expense management through the use of more
technology as well as some headcount reductions.

Nevertheless Fitch has stressed revenue and expenses for each of the trust
banks under several scenarios that include equity markets declining 40%, fixed
income markets declining 5%, and interest rates remaining flat at today's
currently low levels, and Fitch believes that each institutions annual
earnings should remain around break-even absent any large charges or
operational losses. Fitch notes that this adds some support to current
ratings.

That said, Fitch does acknowledge that the main threat to the individual Trust
Banks' business model and ratings could result from a technological or
operational loss that is particular to an individual company that results in
reputational damage that could cause clients to flee a particular firm. While
Fitch believes these risks to be well-controlled and monitored, these types of
risks are inherently difficult to predict and quantify, but a large occurrence
at any one firm would likely prompt Fitch to review ratings to determine if a
negative action was appropriate. An industrywide event that affects each firm
equally may still impact ratings, but may allow each firm to better maintain
its client base.

KEY RATING DRIVERS - IDRs, Viability Ratings (VRs), and Senior Debt:

Bank of New York Corporation

BK's rating affirmation is underpinned by the bank's strong franchise in
global custody and asset servicing, solid risk-adjusted capital, and robust
liquidity. These strengths are balanced by BK's earnings pressures, litigation
issues, and operational risks inherent in the business.

BK has one of the strongest franchises in global custody and asset servicing,
with over $26 trillion in assets under custody (AUC) making it the largest
global custodian. Moreover, BK has shown demonstrated ability to generate new
business. The bank has historically maintained solid risk-adjusted capital
levels. Based on estimated Basel III implementation, BK would have a Tier 1
Common ratio (following recent charge) of 9.3%, which is comfortably above the
minimum requirement, inclusive of the additional buffer. Fitch expects that BK
will continue to hold capital comfortably above minimum requirements.

Fitch also regards BK's ample liquidity as a key rating consideration. The
bank has generally benefitted from market distress as deposits increase.

As with most banks, BK faces earnings headwinds from the low rate environment
coupled with volatility in financial markets. The low rate environment has
depressed net interest income, while volatile financial markets affect AUM on
a quarterly basis. Fitch expects that BK will seek to mitigate these issues
through greater focus on expense reductions throughout the organization.

State Street Corporation

The affirmation of STT's ratings is reflective of strong franchise in global
asset servicing and investment management, low-risk balance sheet, ample
liquidity, and strong capital position. Offsetting these positives are
continued earnings pressure, some regulatory uncertainty, and operational risk
inherent to STT's business.

STT's VR of 'a+' is supported by a low-risk balance sheet and strong capital
position. STT's investment portfolio quality is good with issues rated 'AAA'
or 'AA' comprising approximately 89% of total holdings as of Dec. 31, 2012.
Similarly, STT's loan credit quality is sound. Fitch further notes that the
balance sheet also sports ample liquidity, as STT's core businesses provide
stable sources of funding. Fitch notes that these stable funding sources as
well as the highly liquid nature of STT's assets compared to similarly rated
entities also support the company's short-term rating of 'F1+'.

Fitch notes that STT's capital levels continue to be above the company's
historical range with the company's Tier 1 common ratio under Basel 1 rules at
a solid 17.1% as of Dec. 31, 2012. STT estimates that under current Basel 3
proposals, STT's Tier 1 common ratio would have been 10.8%, which is well
above STT's regulatory minimums and any likely buffer that will be applied to
institutions such as STT that are deemed to be systemically important
financial institutions.

While the factors noted above support STT's strong credit profile, the
company's earnings growth continues to be challenging, which Fitch notes
serves as a constraint to ratings. Volatile markets and the low interest rate
environment continue to be strong headwinds for meaningful revenue growth.

STT's fee revenue has been essentially flat as strength in asset servicing and
management has been offset by weakness in foreign exchange trading and
securities lending. Additionally, the low interest rate environment continues
to pressure the company's net interest margin (NIM), which as of Dec. 31,
2012, declined to 1.36%. Fitch expects continued NIM compression over a
near-to-intermediate term time horizon.

To help support the company's earnings amid the challenging environment noted
above, management has engaged in a business transformation program which
includes some explicit cost savings, process improvements, and significant
information technology (IT) enhancements and initiatives.

Northern Trust Corporation

A long history of conservative management, strong capital ratios, and a
low-risk balance sheet support NTRS's high credit ratings and Stable Rating
Outlook. Moreover, the ratings incorporate NTRS's solid franchise in personal
trust, private banking, institutional custody, and asset management. Fitch
notes that the company's conservative operating philosophy has allowed NTRS to
remain profitable throughout the credit crisis.

Fitch notes that NTRS's capital ratios compare reasonably well with other
custodial banks as well as U.S. commercial banks. Though NTRS's Tier 1 capital
ratio is modestly below the median ratio of similar institutions, Fitch
believes the company's low-risk balance sheet compensates for this. At the end
of 2012, NTRS's Tier 1 ratio was 12.8%, essentially flat from the year-ago
period. Under current Basel III proposals, NTRS's estimated Tier 1 ratio was
13.1% as of year-end 2012, which Fitch notes compares favorably with peer
institutions.

NTRS's balance sheet is highly liquid with a consistently low loan-to-deposit
ratio. Additionally, the balance sheet sports $18.8 billion of interest
bearing deposits with banks and an additional $7.6bn on deposit with the
central bank. Credit quality of the loan portfolio is good and losses are very
manageable which is in part reflective of NTRS's affluent client base, in
Fitch's opinion.

The $31.5 billion investment portfolio at YE2012, representing nearly 34% of
assets, is also highly liquid with the majority of investment securities
re-pricing or maturing within one year. Moreover, Fitch views credit risk in
the investment portfolio as low given that the majority of the portfolio is
invested in highly rated agency securities or agency collateralized mortgage
obligations.

Fitch views funding as solid, given that NTRS is primarily deposit funded with
total deposits amounting to $81.4 billion at year-end 2012..

Fitch expects NTRS's earnings growth to remain challenging. The low interest
rate environment is continuing to pressure the NIM, which dropped to 1.17% at
Q412 and is also causing the company to continue to incur money market mutual
fund fee waivers. Similar to others in the industry, NTRS has had weakness in
market-based revenue such as foreign exchange trading income and securities
lending income. Fitch believes there is also likely some increased pricing
competition in the company's institutional asset management and custody
businesses.

To try and shelter earnings, NTRS has optimized its fee structure in its
personal trust and private banking business, and also engaged in some
efficiency initiatives. Fitch views this strategy positively, and though Fitch
believes that overall earnings growth may still be challenging, there should
be some modest benefits from these initiatives.

Brown Brothers Harriman

BBH's ratings are underpinned by its long history of conservative management,
consistent operating track record, low-risk balance sheet, and solid capital
and liquidity position. Ratings also reflect BBH's solid franchise in global
custody, focusing on financial institutions and asset managers as custody
clients.

Fitch believes that BBH's partnership structure is the linchpin of its
conservative risk culture, which has allowed BBH to remain profitable
throughout the credit crisis. Each partner is jointly and severally liable for
the firm's obligations, which motivates partners to take actions that preserve
the long-term value of the firm.

The balance sheet is highly liquid, with cash/investment securities comprising
49.7% of total assets at Dec. 31, 2012. BBH does not use any financial
leverage, which provides it with significant financial flexibility. The firm
depends on client deposits (a majority of which are non-interest bearing) for
all its funding needs, which accounted for 87.6% of total liabilities.

Access to additional liquidity is provided by off-balance-sheet sweep deposits
totaling $29.7 billion at Dec. 31, 2012. Capital base is strong, with a Tier 1
capital ratio of 17.4% and tangible equity capital ratio of 10.9% at Dec. 31,
2012, which compares favorably to larger custody banks.

Credit quality of BBH's commercial loan portfolio has been solid throughout
this crisis. Non-performing loans (NPLs) measured 0.14% of net loans
outstanding at Dec. 31, 2012. Reserves as a percentage of net loans measured
0.39%, offering solid coverage of 2.71x 2012 NPLs.

Operating performance in 2012 slight improved from 2011. Still, consistent
with other trust banks, BBH is facing increased headwinds from the continued
low interest rate environment which is affecting NIM, weaker foreign exchange
trading income from lower trading volume, and increased pricing pressure in
the institutional custody business. To combat these headwinds, BBH has
heightened focus on expense discipline. The firm is also focused on growing
revenues from its investment management and wealth management businesses,
which currently lack scale compared to some of its peers.

Assets under custody (AUC) declined to $3.3 trillion in 2012 from $2.8
trillion in 2011 buoyed by favorable equity markets in 2H'12. Total AUM
increased to $52.9 billion in 2012, from $45.3 billion in 2011, as management
has increased its focus on generating scale through organic growth
initiatives. Pretax margins continue to compare favorably to larger trust
banks.

Fitch expects net interest revenues and asset servicing fees will continue to
be affected by the low interest rates and competitive pressures, but believes
that adding scale to the investment/wealth management business and expense
reduction efforts will hold BBH's pre-tax margins steady in 2013.

RATING SENSITIVITIES - IDRs, VRs, and Senior Debt:

Bank of New York Corporation

BK's Rating Outlook is Stable given the strength of the business model.

Risks to BK's ratings include litigation risks, most notably related to
foreign exchanges fees. BK did announce an $850 million charge to 1Q'13
earnings based on tax issue (STARS). Fitch does not regard this as a rating
issue, given the company's capital levels and no spillover effect on client
activity.

As a global trust and processing bank, Fitch considers operational risk is a
key rating issue for BK. The bank measures and monitors operational losses,
and benchmarks itself to industry standards. Nonetheless, BK could still be
exposed to large operational losses if not properly managed.

State Street Corporation

Fitch has revised the Rating Outlook to Positive, as Fitch notes that STT's IT
investments have improved the company's risk management functions from the
perspective of data collection and security as well as analyzing and assessing
enterprise-wide risks. Fitch believes there is, over time, the potential for
upside to STT's ratings, which would likely be predicated on further
establishing a track record of favorable risk management.

Fitch does believe that STT's risk management processes, procedures, and
infrastructure have been significantly enhanced in the wake of its past risk
management issues during the financial crisis. However, given their relatively
new implementation, some are still untested in various market environments.

Fitch views the biggest downside risks to STT's business and ratings could
result from a technological or operational loss particular to STT, resulting
in reputational damage that causes clients to flee the firm. Other risks to
STT's business and ratings include litigation risks, the potential for
significant losses in foreign exchange trading, or potential contagion impacts
from European market and economic issues.

Northern Trust Corporation

NTRS' Rating Outlook is Stable owing to the strength of the business model and
conservative operating culture.

Risks to NTRS's ratings include any large and unexpected loan or securities
losses. The larger risk to NTRS's business and ratings is the potential for
operational errors that produce a combination of either financial losses or
cause clients to leave the firm.

While operational risks are inherently difficult to predict and quantify, a
large occurrence would likely prompt Fitch to review ratings to determine if a
negative action was appropriate. Fitch would note, however, that the level of
NTRS's operational losses has historically been very moderate, and that the
most significant recent losses represent support provided to clients during
the 2008-2009 market collapse.

Brown Brothers Harriman

BBH's Stable Rating Outlook reflects Fitch's expectation for consistent
operating performance, continued conservative risk management practices, and
maintenance of solid capital and liquidity positions.

BBH ratings are constrained by its relatively lesser scale and revenue
diversity compared to some of the larger custody banks. Ratings could be
lowered if BBH were to incur higher than expected losses in the underlying
loans and investment portfolio, and/or if material losses from operational
errors or litigation were to occur.

While BBH's 'Statement of Condition' is audited by a CPA firm, due to its
partnership status the company is not required to obtain audited income
statements. Fitch notes this as a limiting factor in its financial analysis.
However, BBH supplies Fitch with a substantial level of non-public information
on earnings, and Fitch has factored this information into its ratings.

KEY RATING DRIVERS - Support Ratings and Support Floor Ratings:

The Trust Banks' Long-term IDR is equalized with their VR's, which for STT and
BK remains above their Support Rating Floor of 'A' and Support Rating '1'.
Support Rating Floors factor in government support in the event of need for BK
and STT and other U.S. G-SIFIs. Both NTRS and BBH are not considered G-SIFIs
and as such have Support Ratings of '5'.

RATING SENSITIVITIES - Support Ratings and Support Floor Ratings:

While Fitch believes the broad policy goal is to no longer provide full
support to systemically important banks, this is progressing at an uneven pace
globally. Fitch could reassess its support ratings for U.S. G-SIFIs if global
market conditions normalize and resolution regimes become more harmonized
across international jurisdictions. At BK and STT's current VR, the firm's
Long-term IDR would not be affected by a change in support rating floor.

KEY RATING DRIVERS - Subordinated Debt and Other Hybrid Securities:

Subordinated debt and other hybrid capital issued by the trust banks and by
various issuing vehicles are all notched down from the holding company or its
bank subsidiaries' VRs in accordance with Fitch's assessment of each
instrument's respective nonperformance and relative loss severity risk
profiles. The Trust Banks's subordinated debt has been affirmed due to the
affirmation of the Trust Bank's VRs.

RATING SENSITIVITIES - Subordinated Debt and Other Hybrid Securities:

Ratings are primarily sensitive to any change in the VRs, where the notching
would be realigned in conjunction with any change in the VR.

KEY RATING DRIVERS - Subsidiary and Affiliated Company Rating:

The IDRs and VRs of the trust banks' bank subsidiaries are core to each
company's business and therefore IDRs and VRs are equalized across the group.

RATING SENSITIVITIES - Subsidiary and Affiliated Company Rating:

Ratings are primarily sensitive to any change in the VRs of the associated
bank subsidiaries

The rating actions are as follows:

Fitch has affirmed the following ratings:

Bank of New York Mellon Corporation (The)

--Long-term IDR at 'AA-'; Outlook Stable;

--Long-term senior at 'AA-';

--Long-term subordinated at 'A+';

--Short-term IDR at 'F1+';

--Commercial Paper at `F1+';

--Viability Rating at 'aa-';

--Support Rating at '1';

--Support Rating Floor at 'A'.

The Bank of New York Mellon reg

--Long-term deposits at 'AA';

--Long-term IDR at 'AA-'; Outlook Stable;

--Long-term senior at 'AA-';

--Short-term deposits at 'F1+';

--Short-term IDR at 'F1+';

--Viability Rating at 'aa-';

--Support Rating at `1';

--Support Rating Floor at `A'.

BNY Mellon National Association

--Long-term IDR at 'AA-'; Outlook Stable;

--Long-term deposits at 'AA';

--Long-term subordinated debt at 'A+';

--Short-term IDR at 'F1+';

--Short-term deposits at 'F1+';

--Viability Rating at 'aa-';

--Support Rating at `1';

--Support Rating Floor at `A'.

BNY Mellon Trust Delaware

--Long-term deposits at 'AA';

--Long-term IDR at 'AA-'; Outlook Stable;

--Short-term deposits at 'F1+';

--Short-term IDR at 'F1+';

--Viability Rating at 'aa-';

--Support Rating at `1';

--Support Rating Floor at `A';.

The Bank of New York Mellon Trust Company, National Association

--Long-term deposits at 'AA';

--Long-term IDR at 'AA-'; Outlook Stable;

--Short-term deposits at 'F1+';

--Short-term IDR at 'F1+';

--Viability Rating at 'aa-';

--Support Rating at `1';

--Support Rating Floor at `A'.

Mellon Funding Corporation

--Long-term IDR at 'AA-'; Outlook Stable

--Long-term senior at 'AA-';

--Long-term subordinated debt at 'A+';

--Short-term IDR at 'F1+';

--Short-term debt at 'F1+';

--Support Rating at '5';

--Support Rating Floor at 'NF.

The Bank of New York Mellon (International) Ltd

--Long-term IDR at 'AA-'; Outlook Stable;

--Short-term IDR at 'F1+';

--Support at '1.

The Bank of New York (Luxembourg) S.A.

The Bank of New York (Luxembourg) S.A. - Italian Branch

--Long-term IDR at 'AA-'; Outlook Stable.

--Short-term IDR at 'F1+';

--Support at '1';

--Rating Outlook Stable.

The Bank of New York Mellon S.A./N.V.

--Long-term IDR at 'AA-'; Outlook Stable

--Short-term IDR at 'F1+';

--Support at '1';

--Rating Outlook Stable.

BNY Institutional Capital Trust A;

Mellon Capital III

--Trust Preferred Securities at `BBB+'.

Mellon Capital IV

--Trust Preferred Securities at 'BBB'

The following ratings have been withdrawn, as the entity has been merged into
The Bank of New York Mellon S.A./N.V.

The Bank of New York Mellon (Ireland) Limited

--Long-term deposits at 'AA-'; Outlook Stable;

--Long-term IDR at 'AA-';

--Short-term deposits at 'F1+';

--Short-term IDR at 'F1+';

--Support Rating at '1'.

The following ratings have been assigned:

The Bank of New York Mellon S.A./N.V.

--Long-term Deposits AA-

--Short-term Deposits F1+

Fitch has affirmed the following ratings:

State Street Corporation

--Long-term IDR at `A+'; Outlook Positive;

--Short-term IDR at 'F1+';

--Viability rating at `a+';

--Support at `1';

--Support Rating Floor at `A';

--Commercial paper at 'F1+';

--Junior subordinated debt at `BBB';

--Preferred stock at 'BBB-'

--Long-term senior debt at `A+'.

State Street Bank and Trust Company

--Long-term IDR at `A+'; Outlook Positive;

--Senior Debt at 'A+';

--Short-term IDR at 'F1+';

--Viability rating at `a+';

--Support at `1';

--Support Rating Floor at `A';

--Long-term deposits at `AA-';

--Short-term deposits at 'F1+';

--Long-term subordinated at `A'

State Street Capital I

State Street Capital IV

--Trust Preferred Securities at `BBB'.

Fitch has affirmed the following ratings:

Northern Trust Corporation

--Long-term IDR at 'AA-'; Outlook Stable;

--Long-Term Senior Unsecured at 'AA-';

--Short-term IDR at 'F1+';

--Short-term commercial paper at 'F1+';

--Viability at 'aa-';

--Support at '5';

--Support floor at 'NF'.

Northern Trust Company (The)

--Long-term IDR at 'AA-'; Outlook Stable;

--Short-term IDR at 'F1+';

--Short-term deposits at 'F1+';

--Long-term deposits at 'AA';

--Subordinated notes at 'A+'

--Viability at 'aa-';

--Support at '5';

--Support floor at 'NF'.

NTC Capital I and II

--Preferred stock at 'BBB+'.

Fitch has affirmed the following ratings:

Brown Brothers Harriman & Co.

--Long-term IDR at 'A+'; Outlook Stable

--Short-term IDR at 'F1';

--Viability Rating at 'a+';

--Support at '5';

--Support Floor at 'NF'.

Additional information is available at www.fitchratings.com. The ratings above
were solicited by, or on behalf of, the issuer, and therefore, Fitch has been
compensated for the provision of the ratings.

In addition to the source(s) of information identified in Fitch's Master
Criteria, these actions were additionally informed by information provided by
the companies.

Applicable Criteria and Related Research:

--'Risk Radar' (Jan. 16, 2013);

--'U.S. Banks: Rationalizing the Branch Network (Witness the Incredible
Shrinking Branch Network)' (Sept. 17, 2012);

--'U.S. Banks: Mortgage Representations and Warranties (Banks Increase
Reserves; Uncertainty Remains)' (Aug. 20, 2012)

--'Global Financial Institutions Rating Criteria' (Aug. 15, 2012);

--'Rating FI Subsidiaries and Holding Companies' (Aug. 10, 2012);

--'Treatment of Unrealized Losses in U.S. Bank Capital Rule Proposal
(Pro-Cyclical Capital Policy to Create Greater Capital Volatility for Banks)'
(Aug. 7, 2012);

--'Basel III: Return and Deleveraging Pressures' (May 17, 2012);

--'Assessing and Rating Bank Subordinated and Hybrid Securities' (Dec. 05,
2012).

Applicable Criteria and Related Research

Assessing and Rating Bank Subordinated and Hybrid Securities

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=695542

Basel III: Return and Deleveraging Pressures

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=678273

Treatment of Unrealized Losses in U.S. Bank Capital Rule Proposal
(Pro-Cyclical Capital Policy to Create Greater Capital Volatility for Banks)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=685638

Rating FI Subsidiaries and Holding Companies

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=679209

Global Financial Institutions Rating Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=686181

U.S. Banks: Mortgage Representations and Warranties (Banks Increase Reserves;
Uncertainty Remains)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684038

U.S. Banks: Rationalizing the Branch Network (Witness the Incredible Shrinking
Branch Network)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=688330

Risk Radar Update

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=699014

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COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM
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Contact:

Fitch Ratings
Primary Analyst
Justin Fuller, CFA (Primary Analyst for STT & NTRS), +1-312-268-2057
Director
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60606
or
Christopher Wolfe (Primary Analyst for BK), +1-212-908-0771
Managing Director
or
Mohak Rao, CFA (Primary Analyst for BBH), +1-212-908-0559
Senior Director
or
Committee Chairperson
Joo-Yung Lee, +1-212-908-0560
Managing Director
or
Media Relations:
Brian Bertsch, New York, +1 212-908-0549
Email: brian.bertsch@fitchratings.com
 
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