BNY Mellon May 2015 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. Strictly Confidential. Not for Distribution. 1 RHETORIC VS. REALITY “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 Rhetoric COSTS 33% $10.7 $10.6 32% $10.6 (1) +4% LTM Core Pretax Margins Adj. Noninterest Expense $10.5 $10.4 $10.3 $10.2 BUSINESS WINS ($B) MARGINS $10.2 $10.1 $1,600 $1,400 31% AUC/A Business Wins Reality $1,200 30% 29% 28% $1,000 $800 27% $600 $10.0 26% $9.9 25% 2011 LTM 1Q15 $400 LTM 3Q11 2012 2013 2014 LTM 1Q15 Rising Costs + Lower Margins + Ceding Market Share (1) 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 Strictly Confidential. Not for Distribution. 1 RHETORIC VS. REALITY “What I’ve been pleased to hear is the broad base support of our business models, support of our leadership team and an agreement that we are executing on the right things and moving in the right direction” Rhetoric ─ Gerald Hassell, CEO, 4/14/15 Reality “In your opening comments, you mentioned that many shareholders agree with you that you're headed in the right direction. I respectfully submit that there's some large shareholders who would not agree” ─ Mike Mayo, CLSA, 4/14/15 Marcato has spoken with other significant large shareholders who do not agree Strictly Confidential. Not for Distribution. 2 RHETORIC VS. REALITY “So what are our priorities?...delivering strong expense control and operating leverage, no matter what the environment” ─ Gerald Hassell, CEO, 10/28/14 Rhetoric Reality “FLAT INTEREST RATE” TARGETS Revenue ~4% CAGR Expenses(1) ~4% CAGR Net Income(1) ~4% CAGR Revenue = Expense = Net Income Growth ≠ Operating Leverage Management targets imply no operating leverage if interest rates do not rise (1) Per 10/28/14 Investor Day and 4/7/15 Marcato Presentation Strictly Confidential. Not for Distribution. 3 RHETORIC VS. REALITY “Nobody is satisfied with the past performance. Everybody is very focused on being best-in-class in everything we do” (Ed Garden, Director, 4/14/15) “We certainly aspire to be best-in-class in everything we do” (Gerald Hassell, CEO, 4/22/15) Rhetoric Reality JP MORGAN CIB(4) VS. BNY MELLON EXPENSE TARGETS STATE STREET VS. BNY MELLON FINANCIAL TARGETS 120 8% – 12% Revenue / Employee(1) ~$470k Adj. Pretax Margins %(2) ~34%+ EPS Growth % 10% – 15% ROE Targets % 12% – 15% > > > > > 3.5% - 4.5% 6% – 8% ~$326k ~$356k 28% - 30% 30% – 32% 7 – 9% 12 – 15% ~8% ~10%(3) Flat Normalized 115 Indexed Noninterest Expense Revenue Growth % 119 112 110 105 100 95 90 87 85 80 2014A 2015E JPM CIB 2016E BK (flat) 2017E BK (normalized) 2014 Investor Day targets do not pursue “best-in-class” outcomes (1) (2) (3) (4) At current level of employees and midpoint of revenue growth targets Adds back amortization of intangibles. State Street margins implied by revenue and EPS targets Per 4/14/15 Annual Shareholder’s Meeting transcript Corporate & Investment Bank includes Treasury & Securities Services, Commercial Banking and Investment Banking. JPM 2014 expense excludes $1.5bn of legal expense incurred during the year Strictly Confidential. Not for Distribution. 4
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