APRIL 2015 THE BANK OF NEW YORK MELLON Q1 2010 Investor Presentation Disclaimer Marcato Capital Management LP (“Marcato”) is an SEC-registered investment adviser based in San Francisco, California. Marcato provides investment advisory services to its proprietary private investment funds and to certain funds and accounts pursuing a single investment idea (each a “Marcato Fund” collectively, the “Marcato Funds”). This presentation with respect to The Bank of New York Mellon (the “Presentation”) is for informational purposes only and it does not have regard to the specific investment objective, financial situation, suitability or particular need of any specific person who may receive the Presentation, and should not be taken as advice on the merits of any investment decision. The views expressed in the Presentation represent the opinions of Marcato, and are based on publicly available information and Marcato analyses. Certain financial information and data used in the Presentation have been derived or obtained from filings made with the Securities and Exchange Commission (“SEC”) by the issuer or other companies that Marcato considers comparable. Marcato has not sought or obtained consent from any third party to use any statements or information indicated in the Presentation as having been obtained or derived from a third party. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed in the Presentation. Information contained in the Presentation has not been independently verified by Marcato, and Marcato disclaims any and all liability as to the completeness or accuracy of the information and for any omissions of material facts. Marcato undertakes no obligation to correct, update or revise the Presentation or to otherwise provide any additional materials. Neither Marcato nor any of its affiliates makes any representation or warranty, express or implied, as to the accuracy, fairness or completeness of the information contained herein and the recipient agrees and acknowledges that it will not rely on any such information. The Presentation may contain forward-looking statements which reflect Marcato’s views with respect to, among other things, future events and financial performance. Forward-looking statements are subject to various risks and uncertainties and assumptions. If one or more of the risks or uncertainties materialize, or if Marcato’s underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Marcato that the future plans, estimates or expectations contemplated will ever be achieved. The securities or investment ideas listed are not presented in order to suggest or show profitability of any or all transactions. There should be no assumption that any specific portfolio securities identified and described in the Presentation were or will be profitable. Under no circumstances is the Presentation to be used or considered as an offer to sell or a solicitation of an offer to buy any security, nor does the Presentation constitute either an offer to sell or a solicitation of an offer to buy any interest in the Marcato Funds. Any such offer would only be made at the time a qualified offeree receives the Confidential Explanatory Memorandum of a Marcato Fund. Any investment in the Marcato Funds is speculative and involves substantial risk, including the risk of losing all or substantially all of such investment. Marcato may change its views or its investment positions described in the Presentation at any time as it deems appropriate. Marcato may buy or sell or otherwise change the form or substance of any of its investments in any manner permitted by law and expressly disclaims any obligation to notify the market, a recipient of the Presentation or any other party of any such changes. This document is confidential and intended solely for the addressee and may not be published or distributed without the express written consent of Marcato. This document is not intended for public use or distribution. Q1 2010 Investor Presentation <1> Understanding Total Shareholder Returns BNY Mellon’s track record of “total shareholder return” under Gerald Hassell’s tenure as CEO has been driven almost entirely by multiple expansion, not earnings growth or dividends 8/31/11 - 3/31/15 Total Shareholder Return SCHW 158% BLK 144% WFC 129% STT 121% MS 112% BK 109% USB 105% PNC 103% NTRS 98% S&P 500 83% PRU 80% JPM 78% BEN 40% EPS Growth + Dividend Return (1) MS 87% BLK 84% WFC 65% PRU 64% STT 50% SCHW 48% JPM 45% BEN 43% USB 43% NTRS 41% PNC 35% S&P 500 28% BK 23% Multiple Expansion SCHW 81% BK 79% PNC 56% STT 52% USB 49% NTRS 45% WFC 44% S&P 500 48% BLK 37% JPM 25% MS 13% PRU 11% BEN (2%) Source: Bloomberg, 8/31/11 (Gerald Hassell appointment) – 3/31/15 Note: 2014 Proxy Peers (1) Based on Adj. GAAP EPS Q1 2010 Investor Presentation <2> Missed Proxy Targets Management has persistently missed on virtually every annual EPS and Return on Capital budget provided to the Board ■ Annual budgets themselves represent a significant shortfall to 2011 Investor Day targets Actual Results vs. Proxy Budgets Actual EPS (Adj. for Compensation Purposes for NEOs) Target EPS $ Variance % Variance Actual Return on Economic Capital Target Return on Economic Capital bps Variance % Variance 2011 $2.03 $2.35 ($0.32) (13.6%) 2012 $2.03 $2.27 ($0.24) (10.6%) 2013 $2.23 $2.10 $0.13 6.2% 25.8% 28.0% (220) (7.9%) 17.9% 19.9% (200) (10.1%) 14.1% 15.7% (160) (10.2%) 2014 $2.28 $2.43 ($0.15) (6.2%) Actual ROE (Adj. for Compensation Purposes) Target ROE bps Variance % Variance 8.1% 8.8% (70) (8.0%) Actual ROTE (Adj. for Compensation Purposes) Target ROTE bps Variance % Variance 17.6% 19.0% (140) (7.4%) Source: Company proxy Q1 2010 Investor Presentation <3> Bloated Employee Base Headcount disproportionate to that of comparable companies ■ Combinations of similar sized investment managers and investment servicers would imply meaningfully lower headcount levels ■ Headcount discrepancy not bridgeable by BK’s Corporate Trust or Pershing business units Total Employees Investment Servicers 60,000 Investment Managers 50,300 Implied Headcount (Asset Manager + Asset Servicer) Asset Managers 50,000 Vanguard 30,000 27,470 Asset Servicers Total Employees 40,000 ~27,000 JPM (1) (TSS) BLK Capital JPM BEN Group GIM (2) PIMCO 41,200 39,200 36,266 34,000 32,700 29,490 STT (IS) 41,670 39,670 36,736 34,470 33,170 29,960 6,264 5,870 5,700 3,100 ~2,500 2,490 1,435 STT (Inv. Mgmt.) PIMCO FII $2,480 $1,680 20,000 ~14,200 12,200 9,266 10,000 ~7,000 – BK AUC/A ($tn) AUM ($bn) $29 $1,710 STT (Inv. Serv.) JPM (1) (TSS) $28 $21 Vanguard BLK BEN Capital Group IVZ TROW $3,100 $4,652 $898 $1,147 $792 $747 JPM LM (Global Inv. Mgmt.) $1,744 $709 $363 Source: Company filings, Marcato estimates (1) JPM’s Treasury & Securities Services division (2) JPM’s Global Investment Management division Q1 2010 Investor Presentation <4> Does Management Understand? “Under Gerald Hassell’s leadership, BNY Mellon has continued to increase shareholder value, reduce costs, improve margins and streamline the organization, which our results clearly demonstrate” ─ Bank of New York Mellon spokesman, 3/10/15 If Management believes this to be true, then Shareholders have a problem Q1 2010 Investor Presentation <5> Does Management Understand? INCREASE SHAREHOLDER VALUE? (1) REDUCE COSTS? $10.6 Sources of Total Shareholder Return Earnings Per Share Growth 9% (x) Multiple Expansion 79% (=) Share Price Return 95% (+) Dividends 15% (=) Total Shareholder Return 109% Adj. Noninterest Expense(2) $10.7 $10.6 +5% $10.5 $10.4 $10.3 $10.2 $10.2 $10.1 $10.0 $9.9 2011 IMPROVE MARGINS? 2014 STREAMLINE THE ORGANIZATION? LTM Core Pretax Margins (3) 29% More Efficient? 28% More Effective? FY11 vs. FY14 % Change 27% 26% 25% Headcount(4) Purchased Services Expense Asset Servicing: New Business Wins +4% +10% -56% Asset Management: Long-Term Net Inflows -42% Source: Company filings, Marcato estimates, Bloomberg (1) 8/31/11 (Gerald Hassell appointment) – 3/31/15 (2) Adjusted for sale of Shareowner Services sale in 2011, amortization of intangible assets, M&I, litigation and restructuring charges and charges related to investment management funds (3) Adjusts revenue for net securities gains, accretable discount, FTE adjustments, other gains/losses on asset sales, net income attributable to noncontrolling interests in consolidated investment management funds. Adjusts expenses for amortization of intangible assets, M&I, litigation & restructuring charges, net charge related to investment management funds, and other one-time charge. Also adjusted for sale of Shareowner Services and GIS / BHF acquisitions (4) Average headcount over trailing four quarters Q1 2010 Investor Presentation <6> 2014 Investor Day “New” Strategy – No New Ideas 11/14/11 Investor Day 12/11/13 GS Conference 10/28/14 Investor Day (“Flat”) CEO Gerald Hassell: “It’s part of our goals that if we get a 4%, 5% revenue growth in a range, we should be able to produce positive operating leverage” CFO Todd Gibbons: “Our core fee business has been growing at about the 3% to 5% range...on the lower end of that, to generate positive operating leverage...is going to be challenging” Revenue CAGR 3 – 5% 3 – 5% 3.5% – 4.5% Expense CAGR 2 – 3% ~3 – 4 % ~4%(1) EPS CAGR 7 – 11% 7 – 9% Despite rhetoric about “moving faster and with a greater sense of speed and urgency”, new targets imply business as usual Source: 11/14/11 Investor Day, 12/11/13 GS Conference, 10/28/14 Investor Day (1) Per Marcato estimates Q1 2010 Investor Presentation <7> 2014 Investor Day Targets Disguise Lack of Fundamental Improvement Share buybacks and scheduled declines in intangible amortization expense represent nearly half of EPS growth in a “flat” interest rate scenario “Flat” Interest Rate Scenario 2014 Investor Day Guidance (-) Benefit from net buybacks (-) Reduction in amortization of intangibles Underlying Net Income Growth Underlying "Cash" Net Income Growth(1) '14A-'17E CAGR 8.0% (3.1%) (0.6%) 4.2% 3.9% “Normalized” Interest Rate Scenario 2014 Investor Day Guidance (-) Benefit from net buybacks (-) Reduction in amortization of intangibles Underlying Net Income Growth Underlying "Cash" Net Income Growth(1) '14A-'17E CAGR 13.5% (3.5%) (0.6%) 9.4% 8.9% Source: Company filings, 10/28/14 Investor Day (1) Adjusted net income + after-tax amortization of intangibles Q1 2010 Investor Presentation <8> 2014 Investor Day: Deja Vu All Over Again Natural organic growth and announced “Transformation Process”, “Initiatives” and “Strategic Platform” investments should imply higher EPS growth than guidance.... ...unless the collective financial impact of actions (yet again) do not drop to the bottom line, just as with Management’s “Operational Excellence” program launched in 2011 $6,000 $3,961 @ 3.5% CAGR(1) $5,500 $431 2014 PTI drag of $185mm 2017 PTI benefit of $189mm Pg. 25, 64 – 2014 Investor Day $5,000 At least $500mm Pg. 66 – 2014 Investor Day $374 $82 $4,561 $500 $4,500 ($787) $4,000 $3,961 “Incremental regulatory costs” vs. Buffer for poor Management execution? $3,500 $3,000 2014 PTI "Transformation "Initiatives", Process" "Strategic Platform" Incremental amortization of intangibles Organic growth @ 3.5% CAGR, constant margin [Gap] 2017 Implied PTI @ 8% EPS CAGR Source: 10/28/14 Investor Day, Marcato estimates (1) Assumes low-end of consolidated revenue growth guidance of 3.5% - 4.5% in “flat scenario” Q1 2010 Investor Presentation <9> Appendix Q1 2010 Investor Presentation < 10 > 2014 Investor Day Targets “Flat” Interest Rate Scenario “Normalized” Interest Rate Scenario 2014A $14,856 2015E $15,450 4% 2016E $16,068 4% '14A - '17E 2017E CAGR $16,711 4% 4% (163) (91) 62 (84) $14,580 (145) (91) 62 (70) $15,206 4% (120) (91) 62 (70) $15,849 4% (100) (91) 62 (70) $16,512 4% ($10,645) ($10,970) 3% ($11,397) 4% ($11,861) 4% 4% Core Expense (implied) % growth Core Pretax Income (+) Accretable discount (+) Net securities gains $3,935 163 91 $4,236 145 91 $4,453 120 91 $4,651 100 91 6% Core Pretax Income (+) Accretable discount (+) Net securities gains (-) FTE (+) Minority interest (+/-) Provision for credit losses (-) Intangible amortization Pretax Income (-) Taxes @ 27% Net Income (-) Minority interest (-) Preferred dividends (-) Participating securities Net Income to common (/) FD shares outstanding Diluted EPS % growth (62) 84 48 (298) $3,961 (1,038) $2,923 (84) (73) (43) $2,723 1,137 $2.39 (62) 70 (10) (268) $4,202 (1,135) $3,067 (70) (98) (43) $2,856 1,105 $2.59 8% (62) 70 (10) (240) $4,422 (1,194) $3,228 (70) (123) (43) $2,992 1,071 $2.79 8% (62) 70 (10) (216) $4,624 (1,248) $3,376 (70) (123) (43) $3,140 1,041 $3.02 8% 70% $2,856 (300) 350 $2,906 4% $42.64 $600 70% $2,992 (300) 350 $3,042 12% $45.92 $612 70% $3,140 (300) – $2,840 20% $49.20 $624 1,122 (48) 14 1,088 1,105 1,088.0 (46) 13 1,055 1,071 1,055 (40) 13 1,027 1,041 Revenue % growth (-) Accretable discount (-) Net securities gains (+) FTE (-) Minority interest Core Revenue % growth Core Expense (implied) % growth Share Buyback Buyback Ratio % Net Income Restructuring, M&I expense Capacity from preferred stock issuance Net buyback capacity Average Repurchase Premium to Current Repurchase Price (Avg.) Equity-based compensation Beginning Balance (-) Shares Repurchased (+) Shares Issued Ending Balance Average Shares MEMO AT Intangible Amortization Cumulative Net Income Benefit $194 $169 $25 $152 $42 4% (10%) 5% 5% 5% (3%) 8% $136 $58 Revenue % growth (-) Accretable discount (-) Net securities gains (+) FTE (-) Minority interest Core Revenue % growth (-) FTE (+) Minority interest (+/-) Provision for credit losses (-) Intangible amortization Pretax Income (-) Taxes @ 27% Net Income (-) Minority interest (-) Preferred dividends (-) Participating securities Net Income to common (/) FD shares outstanding Diluted EPS % growth 2014A $14,856 (163) (91) 62 (84) $14,580 ($10,645) ($11,219) 5% ($11,919) 6% ($12,683) 6% 6% $3,935 $4,433 $4,870 $5,317 11% 163 Leverage 145(Core Revenue 120 100 - Core Expense Growth) Operating Growth 91 91 91 91 Revenue CAGR % (62) 84 48 (298) $3,961 (1,038) $2,923 (84) (73) (43) $2,723 1,137 $2.39 Share Buyback Buyback Ratio % Net Income Restructuring, M&I expense Capacity from preferred stock issuance Net buyback capacity Average Repurchase Premium to Current Repurchase Price (Avg.) Equity-based compensation Beginning Balance (-) Shares Repurchased (+) Shares Issued Ending Balance Average Shares MEMO AT Intangible Amortization Cumulative Net Income Benefit '14A - '17E 2015E 2016E 2017E CAGR $15,896 $17,009 $18,199 7% 7% Implied 7%Expense 7% CAGR Revenue CAGR % (145) (120) (100) (91) (91) (91) 62 62 62 (70) (70) (70) $15,652 $16,790 $18,000 7% 7% 7% 7% $194 (62) 70 (10) (268) $4,399 (1,188) $3,211 (70) (98) (43) $3,000 1,104 $2.72 14% (62) 70 (10) (240) $4,839 (1,307) $3,533 (70) (123) (43) $3,297 1,069 $3.08 14% (62) 70 (10) (216) $5,290 (1,428) $3,862 (70) (123) (43) $3,626 1,036 $3.50 14% 70% $3,000 (300) 350 $3,050 7% $43.77 $600 70% $3,297 (300) 350 $3,347 20% $49.30 $612 70% $3,626 (300) – $3,326 34% $54.84 $624 1,122 (49) 14 1,087 1,104 1,086.6 (48) 12 1,051 1,069 1,051 (42) 11 1,020 1,036 $169 $25 $152 $42 (10%) 10% 10% 10% (3%) 14% $136 $58 Source: Company filings, Marcato estimates Q1 2010 Investor Presentation < 11 >
© Copyright 2024