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Executives

Andy Clark – IR

Bob Kelly – Chairman and CEO

Todd Gibbons – CFO

Jim Palermo – Co-CEO, BNY Mellon Asset Servicing

Brian Rogan – Chief Risk Officer

Karen Peetz – CEO, Financial Markets and Treasury Services

Tim Keaney – Chairman of Europe, Chief Global Client Management Officer, and

Co-CEO, BNY Mellon Asset Servicing

Mitchell Harris – Co-Head Asset Management Business

Arthur Certosimo – Senior EVP and CEO, Alternative and Broker-Dealer Services

Larry Hughes – CEO, BNY Mellon Wealth Management.

Analysts

Ken Usdin – Bank of America/Merrill Lynch

Dan Fannon – Jefferies

Betsy Graseck – Morgan Stanley

Howard Chen – Credit Suisse

Mike Mayo – CLSA

Jeffrey Hopson – Stifel Nicolaus

Brian Bedell – ISI Group

Nancy Bush – NAB Research

Gerard Cassidy – RBC Capital Markets

Tom McCrohan – Janney Montgomery Scott

John Stilmar – SunTrust

The Bank of New York Mellon Corporation (BK) Q2 2010 Earnings Call Transcript July 20, 2010 8:00 AM ET

Operator

Good morning ladies and gentlemen and welcome to the second quarter 2010 earnings conference call hosted by BNY Mellon. (Operator instructions) I will now turn the call over to Andy Clark. Mr. Clark, you may begin.

Andy Clark

Thanks Wendy, and welcome everyone. With us today are Bob Kelly, our Chairman & CEO; Todd Gibbons, our CFO; as well as several members of our executive management team.

Before we begin, let me remind you that our remarks today may include forward-looking statements. Actual results may differ materially from those indicated or implied by the forward-looking statements as a result of various factors.

These factors include those identified in the cautionary statement on page 10 of the press release and those identified in our documents filed with the SEC that are available on our website bnymellon.com. Forward-looking statements in this call speak only as of today, July 20, 2010, and we will not update forward-looking statements. This morning’s press release provides the highlights of our results. We also have the quarterly earnings review document available on our website, which provides a quarterly review of the total company and business segments. We will be using the quarterly earnings review to discuss our results.

Now, I would like to turn the call over to Bob. Bob.

Bob Kelly

Thanks, Andy and good morning everyone, and thanks for joining us. EPS in Q2 was $0.55 or $668 million. We booked good growth in security servicing fees and in asset management and wealth management, and posted our third consecutive quarter of positive long-term asset flows, that is equivalent to $12 billion for the quarter and $42 billion over the last nine months.

Continuing on the new business fronts, we had new asset servicing wins of $419 billion in assets under custody. In broker dealer services, we had really nice success in winning new collateral management business, particularly in Europe. (inaudible) had some big wins that we will be converging in the third and fourth quarters, but with a lot of expenses in Q2 in advance for that.

Depositary Receipts are continuing to win new business, and overall we are maintaining or growing our market shares. Net interest income was up slightly compared to last year and down about 6% sequentially. This decline was primarily due to our risk management strategy in both loan and bank placement portfolios, and we’re going to be looking closely at strategies to replace this revenue in the third and fourth quarters.

Credit improvement continues. It reflects what is clearly now a very clean balance sheet. Sequentially our provision was actually down 43%, and nonperforming assets were down 12%. We also went from having an unrealized pre-tax loss on the investment portfolio in Q1 to a gain of $292 million at June 30. We continued to generate capital, TCE, Tier 1, and Tier 1 common strengthened. Service levels remain excellent. In the latest Global Investor survey, in the global custody clients we ranked number one over our major peers in 16 categories.

Global Custodian magazine released its securities lending survey in May. We were ranked number one overall in two categories, which is particularly pleasing to see since the last couple of years have been a pretty tough time for both the holders and the lenders of assets. We are also continuing to invest in the future growth of our businesses. On July 1, we successfully closed the GIS acquisition, and just a quick update on that. We are really pleased with how everything is going so far, which is a reflection of the terrific work being done by the integration teams across the company.

As you may recall, our deal model relied very little on revenue synergies in the early years. Having said that, the first couple of weeks post closing have been pretty encouraging. We’re starting to see very nice revenue synergies. We are looking forward to seeing more of that to come. Cultures are mixing well. People are working very well together as one company already, and it is also a nice expansion into Europe, particularly related to hedge fund administration.

So, bottom line is we are pretty optimistic about our ability to achieve the expense and revenue synergies that made this deal so attractive in the first place. On other fronts, we expect to close the BHF asset servicing deal in Germany next month. We recently received final regulatory approval to open our asset management joint venture based in Shanghai. This will enable us to start off with new products in China, as well as to our international clients, and we expect to be able to do that later this year.

We received approval to provide more asset management capabilities in Korea. We also announced the acquisition of a wealth management firm in (inaudible). Our first wealth management acquisition outside the United States. So, that is a lot of activity under way to build the future revenue pipeline, as well our global footprint.

I would say the key takeaway before we hand it over to Todd would be solid earnings, very strong balance sheet. We are generating capital and we are investing for the future. So let us hand it over to Todd to go through the numbers in more detail.

Todd Gibbons

Thanks Bob and good morning. As I get into the numbers, my numbers will follow the quarterly earnings review beginning on page 3. Let me isolate a few key data points on a sequential basis. First of all, we earned $0.55 for the quarter on both a reported and operating basis. Fee revenue benefited from a 6% increase in security servicing fees, and a 39% increase in foreign exchange.

Net interest revenue was down 6%, which was slightly more than expected due to the defensive investment strategy that Bob just mentioned. Non-interest expenses were up 3%. We will get into the detail on that in a minute. Credit quality trends continued to improve. The provision for credit losses was $20 million, down from $35 million in Q1, and reserve levels actually increased.

Our businesses continued to generate excess capital during the second quarter. We actually increased Tier 1 capital by over $430 million and tangible capital by over $800 million. If you turn to page five of the review, assets under management and assets under custody were both up year-over-year, but down sequentially due to the strong dollar and the decline in the value of the equity markets globally.

In assets under management, we had our third consecutive quarter of strong long-term asset flows. over the last three quarters, we have had a total of $42 billion in long-term flows, including $12 billion this quarter, and these are principally fixed income and global equity strategies. Our money market flows remain negative and that is consistent with industry trends. The good news here is that we’re beginning to see an increase in money market yields, reflecting a steeper yield curve at the short ends.

If you turn to page six of the earnings review that shows our fee growth, security servicing fees were up 6% quarter-over-quarter and down 2% year-over-year, and asset servicing fees were up 2% sequentially due primarily to new business and higher transaction volumes, and up 8% year-over-year reflecting higher market values, net new business and higher transaction volumes.

During the quarter, we won an incremental $419 billion in new business in asset servicing. Securities lending fees were up $17 million sequentially, and down $51 million compared with the second quarter of 2009. The sequential increase reflects seasonality, while the year-over-year decline reflects narrower spreads and slightly lower loan balances.

Issuer service fees were up 6% sequentially, primarily reflecting seasonality in Depositary Receipts and share owner services, which was partially offset by lower corporate trust fees, which is impacted by the continued very low debt issuance globally. Clearing fees were up 7% due to higher trading volumes, as well as stronger money market related fees, and they were down 2% over the prior year, primarily reflecting the lower money market related distribution fees from that period.

Asset and wealth management fees, adjusting for performance fees and income from consolidated asset management funds were down 1% sequentially. Not too bad given that the S&P was down 12%, and the MSCI was down 15%. Fees were up 12% year-over-year, reflecting improved market values, the Insight acquisition and the impact of new business, which was partially offset by higher fee waivers and a reduction in fees due to money market outflows.

FX revenue of $244 million was up 39% sequentially, on higher volatility. The FX in other trading line was down 16% however, due to negative trading revenue of $24 million, which was largely a result of the credit valuation adjustment driven by widening spreads in the quarter, as well as a lower level of fixed income trading. The decline in FX and other trading was somewhat offset by translation of leasing residual gains in investment and other income, which was up $92 million on a year-over-year basis. The translation gain largely resulted from the decline in the Euro over the period.

Turning to page 7 of the earnings review, NIR and the related margin reflect the impact of persistently low short-term interest rate globally. As you may recall, we indicated in Q1 that net interest revenue would decline by about 30 million versus Q1 in the second quarter, and that was due to hedging gains that we enjoyed in the first quarter, as well as some other items.

As it turned out, NIR was actually 43 million sequentially. The larger decline was primarily driven by the defensive stance we took in short-term investments in light of the situation in Europe and the continued reduction in our targeted loan portfolio, which is actually moving a little faster than expected.

Versus the year ago quarter net interest revenue was actually up 3%. The net interest margin was 1.74% compared with 1.89% in the prior quarter. It is pretty much in line with previous guidance, and the decrease primarily reflects the factors that I just discussed. Turning to non-interest expense on page 8, you can see that the sequential increase of 3% primarily reflects 4 items. First of all, we had the impact of our annual merit increase, which was 2% effective April 1. We also expensed the U.K. bonus tax in the quarter. We also had seasonally high business development expenses. This was partially due to client conferences we held in the second quarter that had been cancelled last year, and there were also costs related to business we expect to convert in the second half. And finally about half of the increase was related to the quarterly change in the market value of Lehman securities that we’ve supported.

During the quarter, we continued to generate significant capital, $430 million in Tier 1 and nearly $810 million in tangible. As a result, our key regulatory ratios have all increased by 20 basis points. Tier 1s are 13.50, Tier 1 common to 11.80, and TCE to 6.30.

Our balance sheet was a bit high at quarter end, largely reflecting a spike in number of large client deposits. And concurrent with the GIS and BHF acquisitions, what we had projected in the deal model that after closing, our TCE would be around 4.9%, and Tier 1 common will be at 10%. We also successfully, as we had indicated we would, we successfully raised $700 million of common equity via forward sale agreement that will settle in the third quarter. And based on the current levels of our capital ratios, we are confident that the ratios will actually come in higher than we had indicated when we announced the acquisitions.

Moving to our loan portfolio on page 11, while our risk reduction efforts are having a modestly negative impact in NII as I discussed earlier, they are actually benefiting our credit costs. The provision for credit losses declined from $35 million to $20 million in the second quarter, and that reflects the decrease in higher risk rated loans, as well as nonperforming loans.

During the quarter, the total reserved for credit losses actually increased $7 million as net charge-offs totaled 13 versus a provision of 20. The effective tax rate in the second quarter was approximately 30.2%. During the third quarter, we would expect our effective tax rate to come in around the 30% to 31% range as well.

So looking ahead, our third quarter results will begin to reflect the full quarter impact of GIS, and the two-month impact of the BHF acquisition, and we expect these to be neutral to slightly accretive. Bear in mind that the third-quarter earnings have traditionally been impacted by seasonality associated with lower levels of capital markets related revenues, particularly securities lending and foreign exchange. We expect the net interest margin to continue to be in the range of $1.70 to $1.80, our lower credit provision should be sustainable, and we will continue to manage expense growth.

We will also continue to focus on the drivers of revenue growth, which includes winning new business, converting as quickly as possible, and delivering exceptional client service. These are the keys to success and they are things we have proven we can do well.

With that, I will turn it back to Bob.

Bob Kelly

Well, thanks Todd. Why don’t we open up for questions if we could?

Question-and-Answer Session

Operator

Thank you. (Operator instructions) Our first question today is from Ken Usdin with Bank of America/Merrill Lynch. Your line is now open.

Ken Usdin - Bank of America/Merrill Lynch

Hi, thanks. Good morning guys.

Bob Kelly

Good morning Ken.

Todd Gibbons

Hi Ken.

Ken Usdin - Bank of America/Merrill Lynch

Bob, a couple of questions here, can you just detail for us in some of the fee items, how much of an issue was the market and as far as in the FX line what caused the big delta in the fixed income trading and then in the other fee income line, how much was the benefit from FX translation gains?

Bob Kelly

Okay. Let me start with the trading revenue. There are really three drivers of what -- I mean, let us start with FX, FX with strong volumes were pretty good. Obviously volatility was up, and we saw the 39% increase. The decline in other trading revenue was a reflection of three things. First of all, it is just lower fixed income across trading, across the board. Secondly, the credit valuation adjustment in our derivatives portfolio was a negative for the quarter. We saw our spreads widen.

It had less of an impact, where we had our payable, because our spreads didn’t widen up much, but where we had our receivable had a meaningful impact. And finally we did incur some modest trading losses due to some volatility on the client positions Ken.

Todd Gibbons

I would say probably we saw [ph], the biggest impact was the mark to market on the positions, and because we had the strongest rating of the banks in the United States and our counterparts tend to have lower ratings, their spreads were wider than our own. So we would have unusual change this quarter.

Bob Kelly

Ken, we do disclose those numbers on page 11 of the earnings review.

Ken Usdin - Bank of America/Merrill Lynch

Yes. I was just really looking for the color on why the moment is, right, I saw that. And then (inaudible) and walk through the FX translation gains and any other offsets throughout the income statement?

Bob Kelly

Yes. I think they kind of neutralize each other. We had a win on a payable that we had booked in dollars, which ultimately we had elected to book in dollars and was paid in euro. So the quarter saw a fairly significant move on that, and that turned out to be a positive, but it is obviously going to be one time event. But otherwise, we have hedged the balance sheet pretty carefully.

Ken Usdin - Bank of America/Merrill Lynch

And last quick one, can you talk about how much of fee waiver recapture you might have gotten from the LIBOR widening?

Todd Gibbons

Yes. There is a modest improvement Ken. I would say it is probably less than a fifth of what we are waiving. But we did see a little bit of improvement in the quarter.

Ken Usdin - Bank of America/Merrill Lynch

Okay. Thanks very much guys.

Bob Kelly

Thanks Ken.

Operator

Thank you. Our next question is from Dan Fannon with Jefferies. Your line is now open.

Dan Fannon – Jefferies

Good morning. Can you guys talk a little bit of the pipeline for new business, specifically within asset management, and then also on the asset servicing side as you look at kind of the reminder of the year?

Bob Kelly

Sure. Actually, why don’t we start with asset servicing, then we will go to asset management.

Tim Keaney

Yes, sure, Dan. It is Tim Keaney here. We have a pretty solid pipeline, about 2.4 trillion. It is pretty flat quarter-on-quarter, similar number of deals. I think one thing of note is we tend to see the little bit of smaller and mid-sized deals which are actually a good news story because those deals convert into the revenue line pretty easily, and you would continue to see an emphasis in terms of size and scale to be geared towards global FIs, and a larger number of names from outside the US. So generally a solid pipeline is the answer.

Bob Kelly

Mitchell what would you say from an asset management point of view?

Mitchell Harris

I think similarly a couple of things. The US and the non-US are both building at about a 50% rate that in the first half of the year we have seen a slow but increasing pipeline of long-term flows coming in. The mix of business has been very beneficial to us, a lot of fixed income and alternatives, especially given the equity markets. But we are seeing equity as well. And it is being supported by pretty good performance across the board, especially on our three-year numbers.

So, overall I am pretty optimistic about the pipeline. Funding has also been accelerating for us as well from new wins. So that has been encouraging.

Dan Fannon – Jefferies

Thanks Mitchell.

Bob Kelly

(inaudible) because that is one of the more interesting story that have been developing here over the last 3 to 6 months here.

Unidentified Corporate Participant

Thanks Bob. It is Rich Parker. I would say that we’ve had significant wins. Bob mentioned this earlier in his remarks, significant wins throughout the first half of 2010, and part of that is in the pipeline that we think of as business that has not yet to be signed, which is stronger than it was last year by a pretty significant amount of about 150% or 160% from last year. But in addition to that we have a conversion pipeline, where we have already signed business, and that is due to be converted in over the next 6 to 9 months.

And that is, I would say, is strong as I have ever seen it in our business. Order of magnitude, $80 million to $100 million in new revenue, $100 billion in new assets scheduled to come on over the next 6 to 9 months. So we feel very good about that, and that is what we are investing in, which drove the numbers all the way they are.

Bob Kelly

All right. And that is why I said earlier on Dan that we had some cost going through Rich’s P&L [ph] in the short-term, but the revenue shows up later this year and early next year. Karen Peetz, is there anything you would add from your businesses?

Karen Peetz

I would just add that the DR pipeline is quite strong. A lot of new business wins were up about 25 new programs year-on-year.

Dan Fannon – Jefferies

Right.

Karen Peetz

They are quite good.

Dan Fannon – Jefferies

And which one administration is your business doing very well?

Arthur Certosimo

Hi, this is Art here. We are up significantly from the core growth before the merger from GIS, and putting GIS on top of this has just accelerated it again. So we are very encouraged and not only is the pipeline growing, but the rate of implementation is accelerating. So it is moving into the revenue stream quicker.

Bob Kelly

Larry is there anything you would add from a Wealth perspective?

Larry Hughes

Sure, we had the best new business quarter in the second quarter that we had in the last year, and the pipeline is the same. So it is the best pipeline we have had over the course of the last year, up about 7% from Q1. So, good strong results.

Bob Kelly

I think the message here is, it is a tough environment to grow revenue, and we are working really hard to outperform all that. And you know, this is going to be our key focus going forward now that our balance sheet is so strong.

Dan Fannon – Jefferies

Great. Thank you very much.

Bob Kelly

Thanks Dan.

Operator

Thank you. Our next question is from Betsy Graseck with Morgan Stanley. Your line is now open.

Betsy Graseck - Morgan Stanley

Thanks. Good morning.

Bob Kelly

Hi Betsy.

Betsy Graseck - Morgan Stanley

Hi. Follow up to the last question, can you just talk a little bit about how you are winning this business in terms of your positioning relative to competitors, is it a function of just more investment spend on your part, more feet on the street or is there also weakening competitors that are adding to this?

Jim Palermo

Betsy, it is Jim Palermo. How are you doing? Actually similar the pipeline is strong. We really haven’t added a lot of new sales staff. We think we have got excellent global coverage at this point in time. But what we are seeing is a pretty competitive landscape. We have seen a few deals, that we actually saw some unusual pricing from some of our competitors. I would say that as we’ve alluded in the past. We continue to have, I would say, very strong pricing discipline for all of our client activity, and we are actually seeing a higher percentage of our overall revenue streams associated with high dollar fees versus the capital market.

Betsy Graseck - Morgan Stanley

Yes, I was intrigued in the quarter because while volumes might come in little bit later than expected, at least versus our expectations probably due to the market activity, market valuations, the revenue line hit our number. I mean, it looks to me like your gross margins went up both in asset management and asset servicing. Is that accurate, and if so can you talk about why?

Bob Kelly

Well, on the asset servicing side, we didn’t go up on a link basis, our margin from 20% to 30%. And that is principally due to the seasonality though Betsy, when you have these big lift in securities lending, as well as the foreign exchange that Todd was talking about earlier. You know that as you look at into the -- particularly the third quarter, those have a tendency to soften. What we have seen though, which is encouraging on both fronts is because of the new business activity that we have converted over the last year, specifically we have converted the 1.3 trillion over the last four quarters that results in more global and cross-border activity.

So that accomplished some of the foreign exchange growth. And then also encouraging on the securities lending side, we continue to see more clients either returning to the program or new clients being added to the program, and spreads are slightly wider with the spread differential between LIBOR and Fed funds.

Betsy Graseck - Morgan Stanley

And are you doing anything different to get the clients back in?

Bob Kelly

I am sorry.

Betsy Graseck - Morgan Stanley

Are you doing anything different to get the clients back in, or is it just…

Todd Gibbons

Nothing specific, but what we have done is I think we have introduced a lot of clarity around the reinvestment portfolios. It gives a lot more transparency that goes on in the business today than I think you saw a few years ago. And then clients are feeling a little bit more comfortable with the stability that exists in the securities lending environment.

Bob Kelly

Yes, one thing I would add Betsy to this is we don’t talk about this very often, but we had a lot more business volumes than most of our typically reported competitors. As a result, at the top of the house, we have a group called the global client management, which is about 300 people around the world that are really focused on managing our biggest line relationships globally. And the objective that we gained through them is not just to ensure that we really meet the needs of our clients and deliver great client service, but also to ensure that we deliver the entire firm to our clients, which is a message we are receiving over and over and over again from our major clients.

And that is just don’t show up with one product, show up with a whole firm. That is run by Tim Keaney, amongst a few other things, but Tim what would you add or what you are doing kind of differently over the last year or two?

Tim Keaney

Yes, I think that is a good point Bob. Betsy, one of the things we have recognized, in particular in our financial institutions, when you look at the range of products across all of our business lines from Pershing to our broker-dealer services area, asset servicing and asset management, we’re finding we have more opportunities to partner with whether it is a fund manager, a bank, an insurance company or a broker. And they are under pressure because they want to do more business with fewer players, and there is very few people that can stack up as a partner, and one of the things we have recognized is the number of those client segments are changing their business models because of what has happened in the outside world over the last 18 to 24 months.

And so, we’re really talking about all the things we do for these market segments, and that is what we do in client management, and that complements very nicely the product line sales approach that we have. As a result of that, we are seeing a larger number of big play high revenue opportunities, particularly amongst financial institutions. And I think you will see that continue to show up in our sales pipeline.

Betsy Graseck - Morgan Stanley

Okay. And clients are interested in doing that do you think from a cost perspective, consolidating their business activity or is there something more there?

Bob Kelly

I think what they are trying to do is simplify their own operations. And they are also looking at outsourcing. That is an area we have seen a big pickup in overall activity, particularly in the fund management space, and in insurance companies. They are narrowing the number of partners. They want a better deal, and because we have a wider range of products and services, including some of the new ones that we have just launched around Derivatives360, and our futures clearing opportunities.

They are very happy to talk to us about moving more business to us. It ends up being cost neutral to them, but a big positive for us.

Betsy Graseck - Morgan Stanley

Thanks. I appreciate the color.

Bob Kelly

Thanks Betsy.

Operator

Thank you. Our next question is from Howard Chen with Credit Suisse. Your line is now open.

Howard Chen - Credit Suisse

Good morning everyone.

Bob Kelly

Hi Howard.

Todd Gibbons

Good morning Howard.

Howard Chen - Credit Suisse

In your commentary, you alluded to strategies to replace net interest income. I was curious if you could just elaborate on what you are thinking there?

Todd Gibbons

Sure Howard, it is Todd. We have traditionally kept our liquid deposit base, a significant amount of it in relatively short-term placements. There are some alternative strategies, even very low risk strategies if we move over to securities. So, we are evaluating a number of them, or repo types of transactions as well. So we would expect to start implementing some of these in the third quarter.

You won’t see much of a change. You will probably just see a little bit of a growth in our securities portfolio, relative to our placement portfolio.

Howard Chen - Credit Suisse

Right, thanks. Okay, and then just follow up on that -- on the quarter, could you just provide some details on the impact of the discount accretion on the spread revenues and the NIM?

Todd Gibbons

Sure. As we had indicated, I guess it was one or two quarters ago the restructuring really hasn’t changed the impact to our NIR at this point, or to our NIM from where we had previously indicated. And our best guess is for the year that should be in the vicinity of about $320 million, positive.

Howard Chen - Credit Suisse

Okay, thanks. And then switching gears, you know, I guess within the industry we start to see more of these securities lending rates coming down. I know you don’t necessarily go head-to-head with some of the folks that have taken down sec lending rates, but just curious if you have any thoughts as to how this changes the competitive landscape if at all.

Todd Gibbons

Well, I will take that one and maybe my colleagues from asset servicing can jump in here, but as I understand the issues that have come to light here are related to issues around affiliated funds. And we just don’t have that issue. So I don’t see that as having a specific impact to us Howard.

Howard Chen - Credit Suisse

Okay, thanks. And then finally, I don’t know if Bob is still on, but I guess, I am curious, it is kind of bigger picture, curious if you could comment on your appetite and ability to kind of take on another deal here, and how you prioritize that versus other uses of capital deployment?

Bob Kelly

Yes, that is a good question. Howard, at this point, of course we are generating still excess capital, but we are very mindful of what is happening with Basel 3, and what is eventually going to happen there. So we are being cautious. The last two or three things you saw were just frankly really attractive, and they are really built on our franchise in products and geographies we didn’t have before.

You know, we’re still interested in doing other things, particularly in Asia Pacific, but I wouldn’t say there is anything of size. On the horizon there would be smaller fill ins, and particularly in specific geographies.

Howard Chen - Credit Suisse

Great, thanks.

Bob Kelly

Thanks Howard. And by the way it is very difficult to predict the timing of these sort of things.

Howard Chen - Credit Suisse

Okay, thanks. That is very helpful. Thanks for hosting the call.

Operator

Thank you. Our next question is from Mike Mayo with CLSA. Your line is now open.

Mike Mayo – CLSA

Good morning.

Bob Kelly

Hi, Mike.

Todd Gibbons

Good morning.

Mike Mayo – CLSA

You know, we are hearing everybody is winning new business. So your security servicing revenues were up 6% linked, and that is good and you are saying you are winning new business, and Basel III segment winning new business, and JP Morgan says they win new business. And I’m sure Northern Trust tomorrow will say they are winning new business. So how can you all be winning new business at the same time or what percent of the new business is coming from the other top five players, and how much is coming from the rest?

Tim Keaney

Hi, Mike, it is Tim Keaney. How are you?

Mike Mayo – CLSA

Good.

Tim Keaney

Just some general comments first. Bob mentioned the $419 billion. We have around $1.2 trillion in the last four quarters. You know, as I look at it we are still winning over 60% of the deals we are picking up. I think you are seeing the asset pools are growing. So you are seeing asset managers now attracting new assets. Banks and insurance companies the same, which is why we continue to emphasize and put an emphasis on financial institutions. I will say over the last four quarters, we have been a net new business winner versus every single one of our competitors. And aside from the odd question mark around pricing, you know, I think winning the quality game is making a difference here, and quality has become a key differentiator. It is much less so on price.

Bob Kelly

You know, the thing to remember too Mike is savings globally are increasing, and that is a big change from three years ago. With savings increasing, that implies that in the banks there are going to be longer deposits, or more importantly asset managers are going to be really bringing in lot of money as well, which should be very beneficial to asset servicing, to asset management, to Pershing, to a lot of our businesses, which is all about growing the pools of cash, as the population ages and gets closer to retirement. We played to that long-term trend.

Mike Mayo – CLSA

Just a short follow-up to that Bob, by geography could you be more specific as far as the money flows for the business?

Bob Kelly

Well, why don’t we -- it is a good question. The biggest change I think globally was the United states. Just from the standpoint that we were overlevered, the consumer was overlevered in the United States from both -- from a debt standpoint and as you know the savings rate in the 50s to the 80s was 8% to 9% per annum, and basically in ’02, ’03 it basically went to zero or negative. You know, it feels like the savings rate is more like 5%, 6% today, and you are seeing that people are putting money in longer-term instruments, longer duration instruments versus short-term instruments. So I think the US is probably the biggest.

Asia Pacific is going to continue to be saving. I just saw that Australia put up their superannuation to 12%, and even though you are going to have lower GDP growth or low GDP growth in Europe, you know, the fact of the matter is you are going to still have very strong savings rates in Europe, and increasingly individuals are going to have to focus on savings versus allowing their governments to look after their retirement needs.

Mitchell, is there anything you would add to that? This is a general theme.

Mitchell Harris

Well, I think there is a couple of things. You also see a shift of asset classes. So you are seeing movements from the cash and equity into fixed income and alternatives at this point. Your savings rates in Italy and Japan have been significant. We are certainly seeing flows from there. As Bob said, Australia, Korea, so you have significant saving still coming from outside the United States that I think we’re benefiting from. So, as it shifts, and non-US, I think is where you are seeing a lot of wins from.

Mike Mayo – CLSA

When you think about your $12 billion geographically, where was it over the last quarter Mitchell?

Mitchell Harris

50% of it was outside the United States, 50% was in the US, but the US I would call more of a shift. We benefit because we have such a broad product diversification, and we have such a deep, particularly on the fixed income side range of products that we benefited significantly from that.

Bob Kelly

One of the things we noticed Mike that during the toughest part of the European issues in the last quarter, a lot of people were shifting to emerging markets in both debt and equity as a diversification play. And hopefully in uncorrelated diversification play, which was something new that we had seen. And we had also seen, we had also seen some Europeans liquidating American investments in order to get cash back into Europe.

Jim or Tim, is there anything you would add on this?

Tim Keaney

Yes, Bob, I think the knock-on impact from what Mitchell was describing is there is more financial institution activity, there is more fund activity, and it shows up in our results as well, where more than 50% of our revenues came from outside the US, two thirds of it came from our existing client base, and more than three quarters of it came from financial institutions, so all of the factors that we are describing here are all coming into play quite nicely.

So now, our overall revenue stream in the asset servicing side is over 40% outside the United States.

Bob Kelly

And I think what that does is it highlights why we’re investing in GIS and BHF. That is more about financial institutions and asset managers.

Mike Mayo – CLSA

So, I promise, last follow up, so what percent of the asset servicing business is being gained from the other big players, State Street, Northern, JP Morgan and Citi, and what percent would be gained simply from more activity or the lower scale players?

Tim Keaney

I guess, we don’t know the answer to that Mike, because we don’t have that data really accurately. What I would say is that is the main reason why we’re so focused on having the number one client service in the world, that is it reduces the odds of losing the client, and it increases the odds of our existing clients referring new business to us from another client. And so we will see. I think the pools are getting bigger, and when you can best service at the margin over time, it should allow us to grow market share.

Mike Mayo – CLSA

But I guess that two thirds of your business comes from existing clients that had certainly less than one-third coming from the other big players?

Tim Keaney

No, not always, but they could involve multiple providers.

Mike Mayo – CLSA

Got it. All right, thank you.

Operator

Thank you. Our next question is from Jeffrey Hopson with Stifel. Your line is now open.

Jeffrey Hopson - Stifel Nicolaus

Okay, thank you. Just in regard to the pipeline again, any change in that because of the market volatility, are clients pulling back at all. It sounds like they are not, could they actually accelerate their activity to lower cost et cetera, and what impact is regulatory issues -- how is it affecting their willingness to outsource back office versus previously doing that internally?

Tim Keaney

Hi, Jeff, it is Tim Keaney here. There are a couple of market segments that continue to be under profit pressures. I would say this is general commentary. I would say fund managers and insurance companies in particular. We continue to see a shift in outsourcing, and this has been a steady point and now we are somewhere around 20% of our pipeline is around outsourcing.

What is changed is, clients are willing to talk about the bundle now. And they are not just outsourcing middle office. They are looking at the bundle for the reasons I talked about the earlier, where they are trying to simplify their operating model and do business with a fewer number of strategic providers. And so, I would say that is at least a 6-quarter trend, and it plays to the real strength of the organization because we have a breath of products that most of our competitors don’t have for those market segments, and we are one of the leaders in the outsourcing space.

Jeffrey Hopson - Stifel Nicolaus

Okay. And just a follow up on the money market, is that -- you mentioned about 20%. I assume that in future quarters that will be greater in terms of reduced fee waivers?

Todd Gibbons

Yes, Jeff. It is Todd. I will take that one. That is not necessarily the case. The real mover in fee waivers will be to see a rise in overall interest rates. The good news is as we see some level of yield curve change here, there is actually a little more yield in money market funds, and there are therefore a little more fees for us. Until we see the Fed actually do something, I would be surprised to see a big increase there, a big relief on the fee waivers.

Jeffrey Hopson - Stifel Nicolaus

Okay, great. Thank you.

Operator

Thank you. Our next question is from Brian Bedell with ISI Group. Your line is now open.

Brian Bedell - ISI Group

Hi, good morning folks.

Bob Kelly

Hi Brian.

Todd Gibbons

Hi Brian.

Brian Bedell - ISI Group

Just a couple of few quick questions, first of all on the discount accretion, I think you -- did I hear correctly, $320 million is your expectation for this year?

Bob Kelly

Yes, the restructuring that we did in the third quarter of last year, we initially estimated it obviously would be less than that. As we saw some improvement in the underlying performance, we bumped it up. Now we expect the positive impact to be about $320 million, and I should say Brian we are actually seeing pretty good performance in the underlying. We’re pretty pleased with how it is working, and how it is going. So it is possible we could tweak that up. But right now that is our best estimate.

Brian Bedell - ISI Group

Okay. And would you bet $75 million for the quarter?

Bob Kelly

The total in fact yes.

Brian Bedell - ISI Group

75, right okay. And just one asset management, if you could just talk a little bit about the institutional equity side of asset management in terms of pricing. You know, I had thought a lot of the pricing was done at quarter end, rather than let us say, average month end or average daily, and I would have thought there will be a little bit more impact to the weak equity markets in June. So maybe if you could just talk to that, and whether you think there will be more pressure on equity-based asset management fees in the third quarter if markets where to stay where they are.

Mitchell Harris

This is Mitchell Harris Brian, a couple of comments. First off, it is based on the month end value, and it has been down about 12%, 13%, depending on what market you are referring to. But what I would say is a couple of things. Performance irrespective of the market has actually been pretty good. Our international equity products are small and mid-cap value products, I have all seen strong flows in.

We have not seen pricing pressure in the equities. Clearly that is not where the majority of that growth is coming from, but I guess the mix of products and the performance has helped us quite well. Large cap has suffered the most quite frankly, but we are still seeing flows into the others as I said.

And again, just moving of equities we benefited because of the broad fixed income capabilities in particular, and alternatives in foreign currency.

Brian Bedell - ISI Group

Great. And on the performance fees, do you expect this $19 million, is that coming mostly from the good international performance that you mentioned, is it coming more from the alternative side?

Bob Kelly

It is coming from the International.

Brian Bedell - ISI Group

Okay, that is great. And then on the money market fee waivers, the 20% you mentioned, is that across the franchise including the Pershing distribution channel, or you are talking about just the asset management?

Bob Kelly

No, it is the pre-tax income impact across the entire company.

Brian Bedell - ISI Group

Okay. So, if we have a situation where LIBOR let us say, settles back down, if that ever happens, and if the Fed funds effective rate stays well under 25 basis points, do you think you might come back to the fee waiver levels that you were at, or what should we expect going forward?

Bob Kelly

I think we can -- you could see it back up a little bit, but not that much. Now part of the reason is because just there is lower money market funds.

Brian Bedell - ISI Group

Great. Lower [ph]?

Bob Kelly

Yes, just a lower base under which you are waiving.

Brian Bedell - ISI Group

Okay.

Bob Kelly

I don’t think it is going to move too far away from this Brian, you know, maybe 5 bucks one way or the other.

Brian Bedell - ISI Group

Got it, got it. And then just lastly on the fixed income trading side, can you quantify the losses that you had in the fixed income, not the CVA [ph] but the actual…

Bob Kelly

Yes, the total losses were disclosed on page 11. It was $24 million in the other trading, and if you looked historically, we probably make another trading, obviously that can be a pretty volatile revenue line for us. We probably make in the $25 million to $75 million range. so we posted a negative $24 million, which was very unusual for us. I would expect that we would in a very soft environment, we are seeing today, we expect to be in the middle to the lower end of that range.

Brian Bedell - ISI Group

And it is the 25 to 75 range?

Bob Kelly

Yes.

Brian Bedell - ISI Group

Great, and I am sorry, the CVA versus the actual fixed income trading?

Bob Kelly

Of the 24, the CVA accounted for a significant component of it.

Brian Bedell - ISI Group

Okay, great. That is all I had. Thank you very much.

Operator

Thank you. Our next question is from Nancy Bush with NAB Research. Your line is now open.

Nancy Bush - NAB Research

Good morning.

Bob Kelly

Hi, Nancy.

Nancy Bush - NAB Research

Quick question on wealth management, there was some commentary that you were saying the new business quarter in wealth management that you had seen all year, or in a year, and I was just wonder if you could elaborate a little bit on that in client segments and geography, and whether as a result of the kind of whacky markets we have had, the investment in the wealth management, those plans have changed or stayed the same or gotten better?

Larry Hughes

Hi, Nancy, it is Larry Hughes. In fact, we have seen strength across our entire business. So the family office business, and the core US markets business have both been strong for us. So results are good and the same statement is true for both. The pipeline is the best we have seen in a year. It is up sequentially from the first quarter, about 7% overall. The opportunity for us to expand is clearly there. There are additional markets we would like to serve. We announced in the first quarter an acquisition of a firm called I3 Advisors in Canada. We expect that that will be an opportunity for us to expand, and enter some additional international markets. So we see strength and opportunity.

Nancy Bush - NAB Research

How about Florida, what are you seeing there?

Larry Hughes

The Florida market has been one of the brightest spots for us during the course of 2009 and 2010. So the Florida market is a strong and growing market, and we have seven offices in the state of Florida, and are seeing strength across the state.

Nancy Bush - NAB Research

Okay. And your investment plans for that business are basically the same over the last year or?

Larry Hughes

We have expanded our sales force for wealth management. We’re up about 6%. We expect to be up about 15% in terms of the sales force during the course of 2010. So, we expect to continue to invest both for organic growth and for essential acquisitions as they arise opportunistically.

Bob Kelly

You know, Nancy, what I’d add to that is we’ve been underinvested in sales capabilities in wealth management, and we don’t want to reduce that investment level, and you know, there are still geographies in the United States that we’re interested in and we’ll continue to focus on that. We’ve got to be opportunistic on that as things occur. One thing that’s a little new here is we’re so strong outside of the US in terms of our other business lines that Larry is increasingly thinking about you know, what are the opportunities on the back of that to be able to grow share globally, and offer the sort of products and services on a more integrated basis with our other business lines and you know, frankly I’m encouraging them to continue to think that way.

Nancy Bush - NAB Research

Yes, and a quick question for Todd. On the NIM, are we basically at sort of a stable rate in NIM right now given the kind of interest rate environment we’re in? Have all of the declines in rates sort of factored in, and it’s at this level until you know, rates start to rise.

Todd Gibbons

Nancy, I would say so, there is a possibility depending of what happens to the yield curve, whether there will be some slight contraction from here and based on what our asset mix is going to be, but it feels to me and then we’ve looked at this pretty hard that we should be able to keep it around the 170, or the low end of the range to 180.

Nancy Bush - NAB Research

Great, thanks very much.

Todd Gibbons

One thing I should add to that if the balance sheet grows a lot it’s hard for us to keep it best, and there will be positive net interest revenues. So we see a significant amount of new deposits which we did see a fair amount of that in the second quarter, and that would put a little pressure on the NIM as well.

Nancy Bush - NAB Research

Okay, great. Thank you.

Operator

Thank you. Our next question is from Gerard Cassidy with RBC Capital Markets. Your line is now open.

Gerard Cassidy - RBC Capital Markets

Thank you. Good morning. Bob, in the past you’ve talked about the business from overseas or the non-US business, and a couple of the highlights in the sectors of the company you mentioned, for example asset-management, now 49% is non-US. With what’s going on in Europe, does that alter your view of how much business you are going to generate from non-US sources and could you remind us what the optimum number is for the consolidated Bank of New York?

Bob Kelly

I don’t know the optimal number but I suspect that, I don’t suspect, I know that we are in increasingly globalized economy, and that’s not going away. It’s going to be more and more and more global and more integrated, which will imply that over time more and more of our business is going to be outside of the US. So one of the themes you heard here this morning is that (inaudible), we are becoming more international by business.

We are particularly focused on Asia-Pacific. No acquisition opportunities there. On the other hand great organic growth opportunities. We’re continuing to invest executives and strategy time there, maybe there’ll be some JV opportunities in Asia Pacific, where we can partner with important players there to help them, be more successful over time and to provide a global infrastructure. Europe is, I suspect, is going to be an opportunity going forward as well, both organically and maybe even through smaller acquisitions in our core businesses. You know, I keep thinking about a just a very simplistic reality that over the last 10 or 20 years in the United States, just about going out into the custody business because if your subscale in terms of the size of your book of business and in recognition what clients were expecting in terms of investment in new software and capability.

Eventually that’s going to happen in Europe as well, and no one can predict timing of that, but the hard-core reality is there is a lot of subscale players in Europe still, and we’ll see if that creates opportunities for us in years to come and you know, the other advantage we have that’s fairly material is that you know, our air reach, our asset management products are very well priced, and the performance is excellent compared to many other global competitors outside of the US. So I think the inevitable outcome is even in an environment where you have more uncertainty about the global outlook, the savings rates are going to continue to be extraordinarily strong and across-border capabilities will be undoubtedly a huge importance.

Gerard Cassidy - RBC Capital Markets

Would you then still pursue if assuming the Basel capital requirements force many of the European banks to raise capital and they choose to do by selling some of their assets like their custody business in view of what’s going on in Europe that would not deter you guys from looking at those types of businesses in an acquisition?

Bob Kelly

Well, it has to be really financially attractive, as usual which are pretty tough hurdles for us, and then the question would be which is really important is could you actually grow the businesses because you never want to buy something that even though it’s financially attractive on day one that is low growth. So if we could bring our global capabilities, it is something what it makes sense over time, and I guess the easy answer to that is I just don’t know the answer to that yet but that’s something that you obviously have to think about. I do worry frankly about higher regulatory costs in Europe paying taxes. We saw the UK do this in recently there is talks of France and Germany doing it, perhaps Belgium. We’re not hearing it from Ireland, but if national energies want to really increase taxes, that makes the economics much more difficult and less attractive to us, and I wish we talk separately about any paying tax in the US.

Gerard Cassidy - RBC Capital Markets

Speaking of capital you guys have a very strong tier 1 common ratio. Do you have any sense from talking to the US regulators. Where there they are going to come out, and what is an appropriate level for companies like yours?

Bob Kelly

No, Gerard, we don’t. It is more of the, I guess, closely guarded realities of people working very, very hard towards which I am still continuing to hear and continue to read that there is going to be some kind of global accord on capital and liquidity by November for the Korean G-20. And I think most governments want to get this over with and so that progress isn’t made. I think it’s a given that the minimum capital ratios are going to rise. The quality of capital has to go up, liquidity has to go up. That’s an easy bet, then the question would be for the median player will their capital have to increase as well.

My guess is probably true. It’s not clear to me though that for the top core top players whether or not they will have to add to capital because, you know, one of the realities I’ve learned over the past six months in speaking with our colleagues around the world is you do have to remember that in the US here, we’ve been pretty aggressive in writing down assets and raising capital much more so than in other countries around the world.

So you know, we have to think globally here. There are going to be other nations where they’re just not going to be able to reach our level of capital for a long time. So I would think American banks have an advantage over many of our global peers, and I think we’re going to have a long implementation period as a result as well because you know, certain of these economies are going to be very low growth, and it will be hard to grow capital rapidly. So it’s going to be very interesting to see where we end up, and I’m somewhat optimistic, but of course this is the next very, very, very important step as we head into the next phase of regulatory reform, which is global of course.

Gerard Cassidy - RBC Capital Markets

Sure, and then just finally for Todd two quick questions. What were the after-tax numbers for the UK bonus tax that you had to pay and also for the money market waivers that you gave up in this quarter, the after-tax number for both of those?

Todd Gibbons

We have indicated that the UK bonus acts would cost us, we had indicated in the Q that it costs us about $15 million that came in a little more than half of that on a pretax basis. So if you assign [ph] a 30% tax rate to it you can figure that out, and the fee waivers are hitting us in the vicinity of $65 million to $70 million a quarter pretax.

Bob Kelly

You know, Gerard, just to -- maybe to hit the point more bluntly on global issues and taxes, and what I thought about -- I think about the discussion going on in Washington now with the possibility of having a bank tax net come into the US, I know the number we’ve all seen is about $90 billion over 10 years. So that’s, you know, $9 billion per annum. You know, BK, The Bank of New York Mellon is the eighth largest bank in the United States. So that $9 billion per annum would be the equivalent of the annual profit to two BNY Mellons per annum. And I just meant that’s probably equivalent, and once it is offset that will be a loss of hundred thousand jobs in the industry over a 10-year period, and I can’t see how that’s very good for the country.

Gerard Cassidy - RBC Capital Markets

I totally agree with you -- staggering numbers.

Bob Kelly

Thank you.

Gerard Cassidy - RBC Capital Markets

Thank you.

Operator

Thank you. Our next question is from Tom McCrohan with Janney. Your line is now open.

Tom McCrohan - Janney Montgomery Scott

Yes, hi guys. I’m just curious in your confidence in the ability to stay the positive trends you got in credit recently?

Bob Kelly

Brian Rogan, our Chief Risk Officer.

Todd Gibbons

Brian likes to talk about that.

(inaudible).

Brian Rogan

We feel pretty good about it. Obviously we are always subject to dimension [ph] to event risk of any individual customer or the infamous double-dip but we feel pretty good that we can remain stable as we vision for the second half of the year.

Bob Kelly

We have probably time for one more question.

Todd Gibbons

Yes, one thing I’d add to that Tom is we actually added to the reserve for the quarter. So even though we only provided 20, we only charged of 13.

Tom McCrohan - Janney Montgomery Scott

That’s great. I guess my last question just on the pricing side, are there any changes being made in the pricing side of the model, particularly in asset servicing to make the model even more or less sensitive to market valuations going forward?

Jim Palermo

Yes, Tom, it’s Jim. As I said before we are seeing the beginnings of that transition moving to more explicit or high dollar fees as a percentage of total revenues. The reality is that’s going to take a period of time because you need to work through your lengthy contracts that you have with clients. So we’ve taken a methodical approach and as new client contracts become due or new opportunities present themselves, we find a high percentage of our high dollar fees going into the overall equation.

Tom McCrohan - Janney Montgomery Scott

Great, thank you.

Bob Kelly

Wendy, we have time for one more question.

Operator

Thank you. Our final question today is from John Stilmar with SunTrust. Your line is now open.

John Stilmar – SunTrust

Thank you gentlemen for squeezing me in. My first question this has to be for Bob, as you talked about the M&A environment, it seems like you’ve laid out the capital, competency, price and geographic uncertainty have all sort of led to a diminished outlook for potential targets. Can you sort of prioritize as you look out there and you look at platforms, which one of those four is probably the predominant or dominant part of -- that shapes your view of your potential acquisitions in the pipeline?

Bob Kelly

You know, when you think about the longer-term trends John, you just have to think about Asia-Pacific. You know, there is really three economies on the planet now, it is Asia-Pacific plus Latin America, then there is north America and then there is Europe and they’re growing at very different rates. So you know, I was in Brazil last month, Brazil added 1.7 million jobs in the last 12 months, GDP growth is almost 6% per annum. You know, Brazil is a country that’s on a roll. You know, there are 200 million people, huge natural resources. We’re investing aggressively in Brazil.

We’re going to continue to invest in Asia-Pacific. You know, you think about a developed economy like Australia. You know, they haven’t had a recession in 20 years, because they’re enjoying the halo effect of good fundamental management with their economy plus everything that’s going on north of them in China and India and Korea and other places. So that’s going to be our primary focus. That is the smallest percentage of our company today, and we really want that to grow, but you know, that is the one area that really stands out as being a longer-term priority for us.

John Stilmar – SunTrust

Okay, and then in those markets would you characterize either potential opportunities as you look out by acquisition or organic. Is it a competency issue, is it capital, is it -- what are the kind of primary criteria as you move forward in those markets?

Bob Kelly

I think it will be mostly organic, and we may have a few strategic relationships with a few major clients in the region that may accelerate that growth beyond normal organic rates.

John Stilmar – SunTrust

Great, and then just one final question. As we revert back to the servicing segment, it seems like to me that the servicing revenues have grown at a faster pace than servicing assets now for three quarters, and as we look out my assumption is that that is reflective of the trends that we saw with expanding services that aren’t necessarily tied to asset values. How should we think about the trend over the coming quarters on a sort of intermediate term basis by virtue of the fact that you know, should we expect that trend to continue, and if you could give me a sense for how much of servicing fees in the current quarter or in the past couple of quarters have not been tied to assets but more tied towards the functionality or service.

Bob Kelly

Yes, that’s a big question John. There a lot of issues there, but if you look in security servicing fees we’re really looking at a number of businesses, including our issuer services business, our clearing business, as well as our asset servicing business, and there is a fair amount of volatility as you know, in our issuer services specifically around depository receipt. So ultimately it is a reflection of the total amount of issuance and shares outstanding, but there are corporate actions and other things that tend to be a bit seasonal that can move that.

So, a little bit of the bump that you saw in the second quarter is reflective of that. It’s somewhat offset by the very slow limited amount of activity that we’re seeing in corporate trust, which again is reflective of the amount of trusteeship that we have, and there you are just not seeing any new debt issuance globally. In terms of asset servicing, I will turn that over to Jim to comment on that.

Jim Palermo

Yes, John when we take a look at our revenue streams and time to asset growth, about 40% of our revenues are tied directly to asset growth. The other 60% comes from transaction volumes, from holdings that we have with our clients, our performance measurement analytics capabilities, our fund economy, fund administration transfer agency. So you’re seeing at the highlighted areas that will continue to be more over weighted going forward, particularly with the GIS acquisition, which is largely weighted on fund economy, fund administration, and transfer agency, i.e., hard dollar fees. So, I think you’re going to expect that 40% to be more likely to decline than increase as it relates to market sensitivity.

John Stilmar – SunTrust

Great, thank you guys.

Bob Kelly

Okay everyone. Thank you very much. We are mindful of time. We really appreciate you being on the call. Have a good day.

Operator

Thank you. If there are any additional questions or comments you may contact Mr. Andy Clark at 216-635-1803. Thank you ladies and gentlemen. This concludes today’s conference call. Thank you for participating.

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