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Executives

Steve Lackey - IR

Robert P. Kelly - CEO

Gerald L. Hassell – President, Director

Bruce W. Van Saun – CFO

James P. Palermo – Co-CEO

Ronald P. O’Hanley – Vice Chairman

Todd P. Gibbons – CRO, Sr. Executive V.P.

Analysts

Brian Bedell – Merrill Lynch

Ken Usdin – Bank of America

Betsy Graseck – Morgan Stanley

Michael Mayo – Deutsche Bank Securities

Tom McCrohan - Janney Montgomery Scott

Nancy Bush - NAB Research LLC

David Hilder - Bear Stearns

Bank of New York Mellon Corporation (BK) Q4 2007 Earnings Call January 17, 2008 8:00 AM ET

Operator

Good morning ladies and gentlemen and welcome to the fourth quarter 2007 earnings conference call hosted by the Bank of New York Mellon Corporation. (Operator Instructions) I will now turn the call over to Mr. Steve Lackey, Mr. Lackey you may begin.

Steve Lackey

Good morning everyone and thanks for joining us to review the fourth quarter financial results for The Bank of New York Mellon Corporation. Before we begin, let me remind you that our remarks may include statement about future expectations, plans and prospects which are forward-looking statements. The actual results may differ materially from those indicated or implied by forward-looking statements. As a result of various important factors including those identified in our 2006 10-K, our most recent 10-Q and other documents filed with the SEC that are available on our website at www.bnymellon.com. Forward-looking statements in this call speak only as of today, January 17, 2008. We will not update forward-looking statements to reflect facts, assumptions, circumstances or events which have changed after they were made.

This morning’s press release focuses on the results of The Bank of New York Mellon. We also have a supplemental document, the Quarterly Earnings Summary available on our home page which provides a five quarter pro forma combined view of the total company in our six business sectors. Unless noted otherwise, all comparisons to the prior year results reflect this pro forma combined view. This morning’s call will include comments from Bob Kelly, our Chief Executive Officer, Gerald Hassell, President, and Bruce Van Saun our Chief Financial Officer. In addition there are several members of our Executive Management team to address your questions about the performance of our businesses during the quarter. I’d now like to turn the call over to Bob Kelly.

Robert Kelly

Thanks Steve and good morning everyone and thank you very much for joining us. We’re pleased with another quarter of strong underlying earnings performance. In a tough market, total revenue increased 17% and continuing earnings per share increased 26% excluding the impact of the CDO write-down. The operating environment in the fourth quarter remained very favorable for our security servicing businesses as well as our continuing ability to gain market share in our money market funds. Additionally, because our balance sheet is seen as a safe haven for many clients our higher level of client deposits is generating strong growth in net interest income.

We are growing rapidly outside of the US. Asset management, asset servicing and issuer services all ended up the quarter with non-US revenue increasing to approximately 40% of their total revenue, a substantial increase from the prior year. On a consolidated basis, our total non-US revenue increased to 32% from 30% from last quarter. Our expenses remained very well controlled and we finished the year ahead of our merger related expense targets. Excluding the impact of the CDO write-down we generated over 1,000 basis points of positive operating leverage. From a balance sheet perspective, we ended the quarter with $198 billion in total assets, terrific liquidity and strong capital ratios.

In the fourth quarter we took a number of actions to reduce risk and complexity and exit activities that do not support our global growth opportunities in asset management and security servicing. The write-down of our previously disclosed CDOs to 47% of book value resulted in a charge of $0.10 per share as reflected in our results from continuing operations. Those CDOs of course were less than 1% of our securities portfolio. We also made the decision to consolidate on balance sheet our bank sponsored conduit, Three Rivers Funding Corporation resulting in an extraordinary after-tax loss of $180 million or $0.16 per share. This charge is due to spread widening not impairment. The conduit does not fit with our strategy and in the current environment has frankly become a management distraction. Basically the economics associated with the conduit consolidation decision were compelling. We will generate better spreads and higher income on these securities by taking advantage of our lower funding rates on balance sheet. We also expect to earn back the charge we took over the remaining life of the assets. This is due to the good quality of the securities and the fact that they will now generate a higher yield for us. And even with this action our capital ratios remain strong.

Additionally we have implemented a credit strategy that reinforces efforts well under way to reduce aggregate risk in our credit portfolio. These actions are consistent with our strategy of aggressively reducing risk and complexity on our balance sheet and frankly in our businesses. Our performance in 2007 can be seen at many levels but I think the most important is the TSR or total shareholder return. With a 19.4% return in 2007 amongst global financial institutions with a market cap exceeding $50 billion The Bank of New York Mellon ranked first amongst US financials and fifth globally. But that was last year. We’re off to a good start in 2008 with a number of significant wins in just the first three weeks of the year. Additionally, we are closing our acquisition of the Brazilian Asset Manager in the first quarter and expect regulatory approval of the new asset management joint venture in China mid year. We have a strong executive team, dedicated well trained employees and a high growth, low capital intensity business model.

Bruce is going to provide greater details into the numbers as well as our excellent progress integrating our two legacy companies. But first I’m going to ask Gerald to make some more specific comments about our revenue momentum and some continued good news regarding the performance of our asset servicing business. Gerald?

Gerald Hassell

Thanks Bob. We’ve now delivered two strong quarters across all of our businesses, a great start for our new company. We’re winning new business, we’re retaining our client, pipelines are in excellent shape and we’re delivering on our commitment to service quality. We are experiencing momentum all around going into 2008. For 2007, security servicing and asset management fees, our major sources of revenue, each enjoyed strong growth over the year ago quarter. Asset and wealth management fees were up 14% year over year and security servicing fees were up 26% year over year led by asset servicing, which had an outstanding fourth quarter. Total revenues in this sector were up 42% with fees up 37%, FX and trading income up 89% and net interest revenue up 46%. These results compare quite favorably to our peer group and were powered not only by market volatility but also by increased client activity, deposit flows and of course excellent new business results.

During the quarter we won over $200 billion in assets under custody mandates including Federated Investors and Bank a Popular de Milano. From our merger announcement in December of ’06, through year end of ’07 we have won $1.4 trillion in new assets. In addition we have exceeded our client retention targets with the retention rates continuing to be above 99%. We are also really focused on doing a great job for our clients and we continue to receive top rankings versus our peers in various industry surveys across all of our businesses.

In asset servicing we are particularly mindful of how we are performing given the integration that we’re going through. I’m very pleased to report that in a recently released global custodian survey our new combined company received nine operated awards in key categories and 130 best in class awards which is more than any other service provider.

We’re off to a great start to achieve our goal of number one rankings in all the major industry surveys and we’re going to continue to work hard on delivering great service to our clients.

On the revenue synergy front, on our last call we shared our revenue synergy goals of $250 million to $400 million in incremental new revenue in 2011. We are meeting our interim targets and synergies achieved to date have come from a few key activities. Our proprietary mutual funds have now captured about 24% of client money market flows from our various businesses up from 15% at the end of ’06. And our FX and securities lending [inaudible] have come together quite nicely adopting a number of best practices and achieving good synergies. And of course we’re affectively cross selling our expanded asset management capabilities to our asset servicing clients.

Based on our progress to date we remain very optimistic about our ability to achieve our revenue synergy targets and all in all, a great quarter, a great year and we feel very good about our position going into 2008. With that let me turn it over to Bruce.

Bruce Van Saun

Thanks Gerald. I will walk you through the highlights of the quarter and the year, update you on our merger integration milestones and offer a few thoughts about our outlook for 2008. Looking at the numbers it was a great operating quarter. The heavy volumes and volatility in the markets continued to benefit our servicing businesses. In asset management we generated strong flows through [Dreyfus] money market funds and a nice sequential improvement in performance fees. We are doing a good job on controlling expenses and delivery of expense synergies resulting in 450 basis points of positive operating leverage year over year, over 1,000 basis points excluding the CDO write-down. Consequently our pre-tax margins were 34%, 37% without the CDO write-down, which is up 100 basis points from 36% last quarter. And lastly capital ratios came in close to targets in spite of a big balance sheet and the consolidation of the conduit.

All in all we have come through the treacherous environment for credit and fixed income rather well. Let me elaborate. The provision for credit losses was $20 million and non performing assets increased to $186 million largely tied to [inaudible] exposures. At this point we believe we are adequately reserved for these modest exposures and expect them to be resolved in the first half of 2008. We continue to see good credit stats on the rest of our portfolio and we’ve continued to take actions to improve our risk profile such as the sale of a modest leverage loan portfolio of $150 million during the quarter.

Next let me elaborate on the CDO position within our investment securities portfolio. You will recall that our portfolio is about $45 billion in size, about 25% of our balance sheet footings. We use the portfolio to generate extra yield relative to short term placements and to manage the interest rate risk on our balance sheet position. Over 95% of this portfolio is invested in AAA securities and the average duration is about two years. Included in this portfolio were $379 million of CDOs that contained sub prime exposure. Unfortunately the fourth quarter saw a big drop in expectations for future national housing prices and an increase in foreclosure expectations. Based on these pessimistic views our models indicate that there is other than temporary impairment of these securities. We wrote them down to $0.47 on the dollar, a realistic mark after considering the vintages and underlying collateral. They remain highly leveraged to housing market conditions. The net result of the write-down was a pre-tax loss of $200 million which leaves us with a remaining investment of $179 million.

Aside from that, the good news is that our remaining portfolio including our relatively modest exposure to sub prime mortgages continues to perform well. Lastly we proactively consolidated our off balance sheet conduit, Three Rivers Funding Corporation, or Trefco, given the ongoing disruption in the capital markets impacting the funding costs of conduits as well as our ongoing efforts to exit non core activities, we decided to call the first loss note from the securitization thereby triggering consolidation. This was an elective decision made on December 31 as the conduit did not need to be consolidated under accounting standard 46-R. Given the strength of our balance sheet we have eliminated the distraction without significant impact to our financials. Current mark on the assets was $300 million pre-tax, a 7% to 8% liquidity discount on the high quality securities within Trefco’s asset portfolio. Importantly we do not believe any of these assets are impaired from a credit standpoint.

We end up booking $0.16 as an extraordinary loss which we expect to accrete back to income over the future life of the assets which should be about five years. We expect this to roughly offset the impact of the actions we’ve been taking to improve the risk of our credit portfolio.

Let’s move on and get into the numbers. The number to start with is $0.77 of EPS which reflects our gross operating earnings before the CDO write-down, M&I expenses and the extraordinary accounting charge. Backing out $0.10 for the CDO impairment, yields are operating earnings of $0.67. We then deduct M&I costs of $0.06 and the extraordinary loss on the Trefco consolidation to arrive at reported EPS of $0.45. There are no real non operating items in these numbers. A pretty clean quarter from that standpoint.

On page four of the earnings summary, I’d like to spotlight the key revenue growth statistics. Total revenues were up 12% year over year and 6% sequentially. Adjusting for the CDO mark year over year revenue growth is 17% and pre-tax growth is 26% demonstrating the impact of the operating leverage in our business model. Our fee growth of 7% year over year was impacted by two variables, first the big drop in asset management performance fees versus last year’s exceptional number and second the CDO mark. Continuing to focus on fee categories, our servicing businesses had great year over year growth. Security servicing fees were up 26% year over year giving strong performance in volume driven activities and were up 7% sequentially over a strong third quarter. Asset servicing had another outstanding with fees up 36% primarily due to a huge increase of 169% in securities lending revenue increased volumes related to market volatility and strong net new business.

Our assets under custody and administration increased 16% and were $23 trillion. Issuer service fees grew 14% primarily driven by increased depository receipts revenue. I know there is some concern about the impact of the environment on a corporate trust business but adjusting for the transition of corporate trust assets from [JPM] fee revenue increased 9% versus a year ago. Clearing and execution services fees increased by 21% given the strong environment. This is the first quarter where we can have an apples to apples comparison since the NY [inaudible] closed at the start of Q4 ’06. Asset and wealth management fees were up 14% and were up 4% sequentially on the strength of net asset flows and improved market conditions. Our assets under management were $1.1 trillion representing an 11% increase from the fourth quarter of last year. Net inflows during the quarter totaled $18 billion and this is comprised of $39 billion in net money market inflows offset by $21 billion of net long term outflows. The outflows reflect the loss of a key investment team at the Boston Company and some currency overlay assets at [Paredo].

Performance fees were $62 million. This is down $150 million from the fourth quarter of ’06 when performance fees for alternative products were unusually strong and up $65 million sequentially. Our [seed] capital returns were a loss of $7 million in the quarter an improvement over the loss of $26 million in Q3 but a $22 million reduction from the year ago quarter. FX and other trading had a stellar quarter up 97% year over year and 28% sequentially reflecting market volatility and volumes as well as an increase in value in our credit derivatives portfolio given credit spread widening.

Turning to NIR, revenue increased 34% year over year and 12% sequentially. Interest earning assets on our balance sheet increased 29% year over year and 5% sequentially. The environment and our net new business are continuing to deliver strong flows of attractive client deposits. Our yield came in at 2.16%, up 10 basis points from the year ago quarter and 14 basis points from Q3 as spreads continue to be strong and we saw the benefit of the FED rate cuts on our cost of funds. Note that a portion of our assets re priced with the [lag] which will be evident when the FED stops cutting. With respect to expenses, total non interest expenses grew 7% on an operating basis excluding M&I costs and the amortization of intangibles well below the rate of growth in revenues. And synergies were $96 million in Q4 ahead of our target so we’ve done a nice job on the expense side and are reaping the benefits in terms of positive operating leverage.

Turning to our progress report on the merger for a moment, page nine of your earnings summary has an update. We have delivered $175 million of expense synergies over the second half of 2007 which is $70 million ahead of our target of $105 million for 2007. Note that current synergies annualized to a rate of $384 million which is over 50% of our nominal target of $700 million. We’ve taken a disciplined approach to the integration and continue to feel good about where we are. For 2008 the targeted synergy benefit is $350 million. We continue to be on track to deliver this target with actions scheduled relatively evenly throughout the year. Through the fourth quarter we have absorbed $682 million or 51% of our total estimated M&I charges of $1.325 billion.

Let me take you through a few other noteworthy items from the quarter. Our affective tax rate for continuing operations was 33.2% compared with 31.3% in the year ago quarter and 30.8% in the prior quarter of ’07. This is roughly in line with our expectations. Also our balance sheet was big with total assets of $198 billion; a $14 billion increase from the prior quarter reflects active markets, strong levels of deposits from our security servicing clients and the consolidation of Trefco onto our balance sheet. Nonetheless our capital ratios are in good shape. Recall that our targets are 8% for Tier 1 and 5% for adjusted TCE. We came in at 9.1% for Tier 1, well above target, and 4.96% for adjusted TCE roughly in line with our target. In late December we closed the ABN AMRO JV buy out. This transaction was important in that it now allows us to integrate our European businesses. We will begin to see the full impact of consolidation on our financials in Q1. We also sold part of our leverage loan portfolio and down sized a portion of our capital markets activities as we continue to de-emphasize and exit non core activities. We plan to close our acquisition or ARX, the Brazilian Asset management acquisition announced in Q4 sometime later in January. In late December our Board authorized an additional 35 million share buy back program on top of the 5.1 million shares remaining under the current authorization.

I’m going to conclude my remarks by offering a few observations about the coming year. We are confident of momentum and positioning of our franchise as we enter ’08. In terms of how to think about us going forward, our servicing businesses are over earning their trend line today given market volumes and volatility particularly in securities lending, FX and net interest income. A key question for 2008 is how long will these favorable conditions last. That’s a tough one but what I can tell you is that the variable that we can control such as service quality and net new business continue to be in great shape. Asset management is well positioned for nice growth particularly overseas where we’ve continued to invest and we see good momentum. We expect performance fees to improve relative to 2007 but to be more weighted to the second half of the year. We will continue to focus on delivering our synergy commitments which should add to the inherent positive operating leverage of our business model. Our tax rate should increase to a range of 33.75% to 34.25% which reflects the expiration of the [Syn Fuel Credit Program] and the income growth expectation taxed at the marginal tax rate.

We will continue to look for attractive acquisitions particularly in asset management and internationally given the strong capital generation of our franchise we expect to be active in buying back our stock commencing later this quarter. I do want to point out that as you think about 2008 remember that our first quarter is typically seasonally weaker than the fourth quarter due to seasonality in our DR business, lower day count and lower level of performance fees which generally start fresh on January 1. While the market continues to be turbulent so far again in early January how long that lasts is of course hard to predict. And with that let me turn it back over to Bob.

Robert Kelly

Thanks Bruce. Okay, let’s sum it up. In the fourth quarter we enjoyed great revenue and earnings growth. The near term environment remains quite favorable to us particularly in short term asset management flows, capital markets activities and net interest income and particularly in our security servicing businesses. [Inaudible] synergies are clearly on track. Client attrition is close to zero. Credit quality is good. We’ve taken actions to improve our risk profile and lower the complexity of our company. Capital ratios are strong and frankly at target levels which allows us to resume buy backs as desired. When you think about that as a package, all these factors position us very well versus our peers as we head into 2008. Why don’t we open it up for questions now?

Question-and-Answer Session

Operator

Our first question comes from Brian Bedell – Merrill Lynch

Brian Bedell – Merrill Lynch

Good morning. A couple of questions, one for Bruce and one for Ron O’Hanley. Bruce on net interest revenue, you guys typically try to position yourself as relatively neutral but clearly benefitting from the FED rate cuts, to what extent should we consider your balance sheet liability sensitive throughout the FED rate cutting cycle.

Bruce Van Saun

I think what you’re saying, we currently are slightly benefited from falling rates, but as you say it’s usually relatively neutral. We’re getting a little bit extra tail wind right now as the FED is cutting rates because our cost of funds goes down faster than our assets re price so if you expect that the FED will continue to cut rates in the upcoming meetings, that would continue to benefit us and then we might see that moderate a little bit down the road once they stopped. But clearly if you look at the outstanding performance in NII I’d say half of that came from spread improvement and the other half came from just deposit growth. We continue to see as the markets are active lots of attractive client deposits coming in.

Brian Bedell – Merrill Lynch

And that’s, the deposit growth is persisting in the first quarter as well.

Bruce Van Saun

Yes I think if you, so far the first two weeks you’re seeing continued turn and activity in the markets and so as I said, it’s hard to say how long that will keep going, but so far so good.

Brian Bedell – Merrill Lynch

Great and then for Ron, just on asset management in general, two broad areas, clearly the money market fund momentum has been excellent. If you can just comment on how that momentum is also going into the year here in January, maybe just highlight [inaudible] exposure, I understand that is down pretty significantly within the money market funds, and then if you can comment on Boston Company and how much of the $21 billion was from the Boston Company and have those outflows stopped.

Ronald P. O’Hanley

Sure, money markets have been a great story. There’s quite a bit of flow to it. A lot of it from existing clients, existing institutional relationships but also a fair amount coming as a result of the combination of our two companies, The Bank of New York and Mellon and new synergy opportunities. So we’re seeing lots of new client flow there. As you know our money market funds tend to be very high quality relatively conservatively managed and that’s the way they’ve always been and that’s really helped us in this environment. So we see that continuing. Also to the extent to which there are ongoing rate cuts, or the belief in ongoing rate cuts, that will also tend to benefit the money market funds. So we’re very optimistic there. [Siv] exposure has always been low, it’s quite low, it’s less than 2% of overall short duration assets and about 80% of that will be gone in six months. It’s a relatively clean portfolio. And even that, most of it was the more conservative higher rated bank sponsored [sivs].

In terms of the Boston Company we continue to see outflows primarily from that team that departed. Of the $21 billion that we saw in long term net negative flows, about $11 billion of that was from the Boston Company. Primarily from that team. The Boston Company is also, it’s a value oriented shop in some of the value [inaudible], value has just been out of favor. Interestingly we’re seeing the turn on that. We started to see the turn on that in December and certainly seeing the turn on that in this month as we see the value strategies performing [inaudible] We are quite certain that the worth is behind us there. Performance has strengthened there so we feel the Boston Company is very well positioned going forward.

Brian Bedell – Merrill Lynch

Great, can I ask one more question? Just on FX and [inaudible] how much more challenge you guys think you’ll have from consolidating your activities and getting to best practices including consolidating ABN AMRO versus just the market conditions that we’re seeing.

Unidentified Company Representative

Brian if I understand your question how much more talent, well we ended up with –

Brian Bedell – Merrill Lynch

…tailwind, benefited from, it sounds like you, part of the increase in FX and [inaudible] was part of the merger consolidation and getting to best practices and merging some of the teams and you’ll also get a benefit when you consolidate ABN AMRO as well, so I was just wondering as we move into 2008 how much more benefit do you think we’ll see from that versus just market conditions.

James Palermo

Brian what we’ve seen is we’re able to accomplish in the latter half of ’07 was actually consolidating both the [inaudible] so I think we’ve realized the synergy components of that and now we’re actually through the balance of ’08 and I think it’ll be in the September, October time frame, we’re working on the applications being integrated as well. So we’ll get a little bit of a positive impact at that point. But in terms of the best practices from a trading and lending perspective, those are already pretty much in the run rate.

Brian Bedell – Merrill Lynch

Okay great thanks very much.

Operator

Your next question comes from Ken Usdin – Bank of America Securities

Ken Usdin – Bank of America Securities

Good morning, first question just on all things credit, you talked in the press release about embarking on a strategy to reduce exposures and I’m just wondering if you can walk us though first of all what that means for NII and then secondly what you’re expecting via future provisioning rates relative to the $20 million you did this quarter.

Unidentified Company Representative

In terms of NII, we would expect it as we’ve analyzed what we’re going to do over the next few years; it’ll probably hit $0.02 to $0.03. Have a $0.02 to $0.03 type of impact. Your second question was around provisioning?

Ken Usdin – Bank of America Securities

Yes.

Unidentified Company Representative

Around provisioning right now, we would estimate, we had indicated to you that we thought we’d be in the $40 million to $60 million a year through the cycle type of range. We’d estimate right now that we’d probably be at the higher end of that range for ’08.

Ken Usdin – Bank of America Securities

And can you just detail that. What are you seeing if anything, there was a couple of non performers that didn’t look like it was increased enough, not really related to core corporate credit or asset management credit, so can you just detail us what you’re seeing as far as either credit migration or reasons why you’d have an increase in provision even though it doesn’t’ really up in the core…

Bruce Van Saun

Even though it may not turn into charge offs we will provide, as we do see some migration and I think in this credit environment you’re definitely going to see some migration. So as we down grade the names in our portfolio and there are some financial institution names where we’ve done that, they are going to attract more in the way of reserve. So the events that we had for this quarter, where we had the unusual situation with the SIVs and the affiliated loan, that was why you got the big pop off of a very low level of MPAs, but I think going forward it’s our estimate that this cycle is going to continue and that we are going to see some migration.

Unidentified Company Representative

But having said that, at this point we’re not seeing the commencement of that migration and I think just forecasting credit is inherently difficult given the kind of lumpiness of things that can occur there. But I do think that one of the objectives we’ve had consistently is to improve the risk profile of the credit portfolio and so bring down that overall provisioning level. Some of these actions will help us do that and they also have the benefit of drawing a kind of tighter distribution around the mean of anticipated losses so there should be kind of less volatility in that credit provision going forward. It’s all about consistency of earnings. We have a great fee machine and we want to make sure that we’re that’s shining through and it’s not going to get derailed by unusual credit volatility.

Ken Usdin – Bank of America Securities

Great, one last question on the merger stage, Bruce you had mentioned that you were tracking ahead of plan through the first two quarters but you’re only kind of saying that you’re anticipating kind of the same half, 50%, 350 for ’07 so can you walk us through expected time lines of when you expect the bulk of ’07 saves to come, is it earlier in the year, later in the year and ….

Bruce Van Saun

It’ll be relatively evenly. One of the big efforts we have underway in 2008, we got rid of a lot of the direct overlaps in the first wave in 2007. In 2008 one of our big objectives is to start to reposition some of the geographical operations that we have, particularly in asset servicing. So we will be moving significant number of positions over the course of the year and inside of that they’ll be some costs associated with that. But it puts us in a great long term position in terms of our cost base. So the actual augmentation we’ve achieved a lot of the run rate that we’re anticipating already for 2008 and then as I said, a big wave this year is going to be to start those moves, start that moving process.

Ken Usdin – Bank of America Securities

Okay, great thanks a lot.

Robert Kelly

I’ll just reinforce what Bruce and Todd said about credit, I think Todd’s team did a heck of a great job over the last four to six months and really analyzing the credit portfolio to make sure we’re feeling comfortable with our strategies going forward and they did a terrific job of selecting and looking at those names that didn’t really on a long term basis make sense for us from a risk perspective or from the perspective of just helping our asset management or securities processing businesses so there were select names that we’re going to exit over time and certain industries that really don’t add value for us. And this is just part of the ongoing effort to reduce volatility of earnings for you and increase certainty therefore.

Ken Usdin – Bank of America Securities

Thanks a lot.

Operator

Your next question comes from Betsy Graseck – Morgan Stanley

Betsy Graseck – Morgan Stanley

Could you just talk a little bit about the process of the CDO mark down, I know you went through it in the prepared remarks but it would just be helpful to understand how you’re thinking about what you did relative to, or whether you have possibilities are for further mark downs from here.

Bruce Van Saun

On the CDOs Betsy?

Betsy Graseck – Morgan Stanley

Yes.

Bruce Van Saun

Is that what you said?

Betsy Graseck – Morgan Stanley

Yes.

Bruce Van Saun

Sure, I’ll take that. What we do on a regular basis with respect to all the securities is we’ll run those through various models to see if there’s any impairment to the assets. These CDOs are highly sensitive to housing market conditions nationally and so as pessimistic views started to come in in the fourth quarter and accelerate we ran those through the models and it was clear that a majority of the CDOs that we hold in our portfolio had some level of impairment. Once you’ve determined that there’s impairment that’s other than temporary, you then would look at the dealer bids for those securities and write those values down to the dealer bids on those securities. And so that’s what we did. We will continue in 2008 to undertake that process to regularly run those securities through out models. We think at this point the assumptions for the national housing are pretty pessimistic. They have to decrease materially for there to be any more issues and at this point, I’m hopeful we can just deal with those through [inaudible] if there is any of that.

Betsy Graseck – Morgan Stanley

Do you know relatively how much housing value decline is embedded within loss assumptions that you have taken to date.

Bruce Van Saun

How much what, I’m sorry?

Betsy Graseck – Morgan Stanley

How much housing value decline is embedded within the assumptions?

Bruce Van Saun

Most of the economists have been in the 12% to 15% zone at this point. Again the level of impairment that we might have in the models is one number but then the dealer bid is another number and the dealer bids tend to be quite a bit below what the internal models may show so you could have in some of these securities indicate impairment but then not have any further to market them down if the dealer bids don’t materialize. So it’s a little bit of a moving target there.

Betsy Graseck – Morgan Stanley

Okay and so would these be more level one assets or level two or level three, how do we think about that?

Robert Kelly

I would say two because you’re getting dealer bids.

Betsy Graseck – Morgan Stanley

Okay and then you gave detail on the ratings, can you give us a sense of the vintages that…

Bruce Van Saun

I think we have a table in the earnings summary about vintages but, at least in the Q last quarter we indicated what the vintages are, but these CDOs are principally 2004 and earlier. We stopped liking the sub prime market and even the sub prime mortgage backs that we hold are largely 2004 and earlier. There’s a little bit in 2005, so from that standpoint they’re reasonably good quality if that’s the word, relative to the kind of ’06 and ’07 paper.

Betsy Graseck – Morgan Stanley

Okay thanks.

Unidentified Company Representative

And Betsy, what I like about where we are on this is we were pretty thorough in looking at these things and of course these write-downs assume a really severe retail housing market over the next couple of years.

Betsy Graseck – Morgan Stanley

Yeah because the RPX has got a much larger expectation for housing market declines, you know peak to trough but that’s basically I thought what most dealers were using when they’re making their bids, so it seems to me like the dealer bids might be encompassing a greater degree of housing value decline than what the economist are anticipating.

Bruce Van Saun

Another thing when you look at this from a capital standpoint, this is not a big remaining exposure and we have a, I think we’ve been able to take the CDO write-down and the consolidation of Trefco and still be at our capital targets or above our capital targets so from that standpoint it feels like it’s a relatively modest exposure that remains.

Betsy Graseck – Morgan Stanley

And I think in the press release you indicated that the Three Rivers Funding conduit would be rolling off over the next four years or so, but is that ratably, is there any sense you can give us as to the next year or two?

Bruce Van Saun

I think that’s a reasonable assumption although prepayment speeds will change on the portfolio so that’s an estimate really, that four to five years.

Betsy Graseck – Morgan Stanley

Okay and is it ratably over those years in your view at this stage?

Bruce Van Saun

I think that’s the best assumption you could make at this time.

Betsy Graseck – Morgan Stanley

Okay.

Unidentified Company Representative

And the other way I think about it quite frankly Betsy is we have to bear in mind Three Rivers Funding is only a couple of percent of our assets and its just not that material in terms of the total balance sheet.

Betsy Graseck – Morgan Stanley

But as it rolls off it does give you a little bit of capital?

Bruce Van Saun

It sure will. We’re going to benefit immediately because we’ll let the third party funding roll off in the first quarter and we’ll just integrate those assets into our investment securities portfolio given the excess liquidity you have, we won’t have to go raise any additional liabilities. So we get kind of half of the TCE impact back immediately in the first quarter and then the other half will accrete back over time over the life of the assets.

Betsy Graseck – Morgan Stanley

Okay, super thanks.

Unidentified Company Representative

We’re pretty comfortable it was the right economic decision. It just made sense financially.

Operator

Your next question comes from Michael Mayo – Deutsche Bank Securities

Michael Mayo – Deutsche Bank Securities

Hi good morning, I guess the first question relates to the merger savings, you guys are ahead of target and you talked about at the time of the merger that these were fairly conservative estimates so why not raise the guidance for the amount of cost savings going forward?

Robert Kelly

Let me take that Rob. We have to remember that it’s only six months into the merger here. So it’s still early. Let’s, we’ve got a lot of work to do. Let’s say we’re kind of a third of the way through a lot of the activities we’re going to be two thirds done by the end of this year. Teams are feeling pretty good about where we are on a relative basis, but we’re going to remain cautious for now and if we start feeling that we are going to out perform we’ll tell you but it’s still too early. I don’t want to get people too excited about that probability at this point.

Michael Mayo – Deutsche Bank Securities

Okay. On the credit side, I think you mentioned that you had some CDS gains, is that in the investment portfolio and are you using those as hedges to some of your credit exposure in the loan book.

Todd Gibbons

We actually, that’s in the, with any derivative you’re required actually to carry that in your trading account and we are, the only thing that we do with credit derivatives, we buy protection against loans in our loan book. So there is a little asymmetry to the, between the hedge and what’s going on in your loan book but that is a good way of looking at it.

Michael Mayo – Deutsche Bank Securities

Okay and are there any areas in particular where you had gains on CDS and any concerns in the loan book in particular say the credit guarantors?

Todd Gibbons

No not really. You mean we are concerned about our counter party on the CDS?

Michael Mayo – Deutsche Bank Securities

No I mean you’re exposure on the loan book and then were there any particular areas in the…

Todd Gibbons

We tend to use the CDSs to hedge what we call our tall trees where we have a good relationship but we have more exposure than we’d really care to have. Most of those are pretty solid credits so despite that, there has been widening on everything as you know so there’s no instance here where we’re particularly concerned about a hedge versus an underlying loan.

Michael Mayo – Deutsche Bank Securities

Okay and last question is just a couple of housekeeping items. The marketing seemed like it was up pretty substantially this quarter. Is that just the year end clean up or is that sort of a run rate going forward and secondly, on the balance sheet growth and margin, are we still sort of driving balance sheet growth by market activity?

Bruce W. Van Saun

Rob to the first question, yes, marketing expense tends to be seasonal in the fourth quarter, so that’s really all that’s going on there. On the balance sheet, we are liability-driven, and it’s really the customer deposit flows that influence the size of our balance sheet.

Ronald P. O’Hanley

Rob, the only thing that I would mention to the group here is that we are working hard to establish a new brand. We do not have the level of aided and unaided awareness throughout the world that we want to have going forward, so we are going to be spending a little bit more than we have traditionally; that is largely in the numbers. It is not that material, but what we want to see over time is large institutions around the world, clients, potential clients, think of us more often than they did in the past. Hence we are increasing the budget a little bit on the marketing side.

Operator

Our next question comes from Tom McCrohan - Janney Montgomery Scott.

Tom McCrohan - Janney Montgomery Scott

I just had a question on your comments on the outlook. It just seemed like everyone was optimistic looking into ‘08, and I just wanted to confirm that the optimism that you guys are seeing is really maybe a relative comment? You feel good about your position relative to your peers, as opposed to the operating environment which appears to be not that great. I mean it looks like we could have a recession this year, lower short-term rates, EFFI markets could be kind of soft. I just want to get a sense when you’re talking about the outlook for this year and your optimism, you are really talking about relative to your position, relative to your peers? Or are you just saying we feel pretty good about, even if this environment is soft this year, we feel pretty good about reaching our internal growth goals?

Robert P. Kelly

We were delighted with what happened last year. In an ideal world going through the merger I would have loved it if we didn’t have this credit disruption, but our model is such that in times of volatility, we can actually make more money. That was pretty evident in the third and fourth quarter. Our pipelines are really strong right now. Clearly we have some good revenue momentum that we are delighted with and you’re right; at the margin, this is an environment where we should clearly outperform our peers.

There is no way I can forecast with accuracy what our revenue growth will be or what EPS growth will be because of exactly this environment. It’s just volatile. But on a relative basis, we should outperform and actually I still feel pretty good about the outlook for 2008 for our company.

Tom McCrohan - Janney Montgomery Scott

So a lot of it sounds like the volatility continues, obviously, you continue to benefit and if the volatility goes away it’s more just execution in the pipelines?

Robert P. Kelly

Right.

Tom McCrohan - Janney Montgomery Scott

A quick question for Ron on the money market flows. Obviously great and strong. I don’t know if you can parse this out for us, Ron, but how much of that is you taking market share versus your clients getting more defensive and shifting out of equities into money market funds?

Ronald P. O’Hanley

It is very hard to parse that out, but based on our estimates and just knowing the business pretty well, it’s pretty clear to us that we are gaining market share. I think part of that has to do with we’re so large in it that we tend, even when there is a flight to quality, it’s not just the quality of the underlying instruments but the quality of the players.

Second is some of the other players have in fact had challenges, so we are quite certain that we are gaining market share here.

Robert P. Kelly

That’s part of what we like here is that our model is such that given our credit quality, our ratings, and the nature of our balance sheet generally, we are seeing a flight to quality both in Ron’s business as well as towards our balance sheet.

Gerald L. Hassell

Also as part of our revenue synergies, we’re making our money market funds were available to our clients across all of our platforms. We’re starting to realize on those results and so we are capturing market share that used to go to other fund providers.

Operator

Your next question comes from Nancy Bush - NAB Research LLC.

Nancy Bush - NAB Research LLC

like everybody else I’m kind of in the wilderness here on performance fees. I thought I was being pessimistic for the fourth quarter and it turned out I was way optimistic. So if you can just talk about, I know what happened in 4Q06 that made those results so high, but what happened in 4Q07 and how should we think about these things going forward?

Ronald P. O’Hanley

I think the best way to think about these things going forward, which I’ve always said, is that they’re volatile. We have clearly demonstrated that. The performance fees in fourth quarter ‘06 were exceptional and were largely driven out of the asset allocation-related strategies at Mellon Capital. Those strategies have not worked as well in 2007. So most of the performance fees are back-end loaded. Assuming that those strategies work better -- and typically there is a lag; those models tend to, based on past performance, tend to make calls that are early.

So assuming there are some early calls in there, we’ll start to see some recovery in performance fees later in the year, but I don’t think it would be anything near what you would expect to see or what you saw in ‘06. The number will be somewhere between what it is this year and what it is in ‘07 and what it was in ‘06 is the way to think about it.

Bruce Van Saun

True, Nancy. If it’s hard for you to forecast, it’s also hard for us to forecast.

Nancy Bush - NAB Research LLC

This was a shot in the dark, pretty much. Bob, this is probably more a question for you. I think there is still a little bit of confusion or mystery overhanging the whole issue of how the company will use credit going forward. I mean, when Bank of New York standalone left the retail business and got rid of part of the credit portfolio, there was still some left there and there was still some impression that they were going to use credit as a product. What is the philosophy and what kind of credit portfolio do you want to end up with when this strategic review is finished? How are you going to use credit in the future?

Robert P. Kelly

It’s a good question, Nancy. I would say in the past legacy Mellon probably underinvested in credit to some degree, particularly in private wealth. We were essentially out of the credit business in private wealth. We weren’t doing any mortgage lending. You will see if you look at Dave [Ramire’s] numbers you are starting to see growth in that portfolio. Now that that product is more profitable and is not as available to wealthy individuals, we’re taking advantage of that.

I made the decision two years ago that we should do more lending in private wealth. I like the granularity. I like the quality, I like the spreads in that business so I’ve been encouraging on that side.

I would say it would also be fair to say that the difference between legacy Mellon and maybe legacy Bank of New York was legacy Mellon, on the corporate side, more or less got out of the business and it was just pure product play. I would say on the Bank of New York side, they worked real hard at taking tall trees out of the portfolio and reducing credit exposures well before the merger. Frankly, that is showing up in the quality of the numbers that you’re seeing right now; that has indeed been true.

one of the things that Gerald and I are often reminding people around the company about is you absolutely do not have to lead with credit anymore. We have one of the top ten asset managers on the planet and the best asset servicer in the world with the best service quality. We’re still working on integrating the companies, but I view credit as being an important product for important relationships where it helps us deepen the relationship for fee income, but I don’t want to take a lot of risk on it either.

Our biggest clients tend to be large financial institutions around the world. They tend to have strong credit ratings and they tend to have great access to new sources of capital, and I think those are good bets.

You probably will see the loan portfolio over time decline somewhat, and I’m okay with that because our model is mostly one of fee growth. As a percentage of total revenue, you’ll probably see fee income grow faster materially than NII over time. So I still see a role for credit, but over time probably less so than we have traditionally.

What I am quite cognizant of and we’re all cognizant of is that we have been accused in the past of having some one-time surprises from a credit standpoint and we don’t want that going forward. That is why legacy Bank of New York really reduced the exposures, and that’s why we’re going to reduce some exposures even further going forward.

So I liked where we ended up. We spent a huge amount of time on this over the last six months, resulting in further reductions and exposures. I would say overall the team here -- and we did this as a team, as the senior management group, recognizing the concern you have is, we said how do we feel about this portfolio overall both today and going forward? There was a level of comfort here.

No guarantees of course; there never are. But we like our relative positioning today as a product that will support our core businesses of asset management and securities processing.

Operator

Our final question comes from David Hilder - Bear Stearns.

David Hilder - Bear Stearns

On the merger cost saves, without perhaps changing the total amount, do you think you will get faster realization given what you did in the second half of ‘07?

Robert P. Kelly

I think just mathematically we’re going to be trending still ahead of what we had originally targeted, just given what is already in the bank. I think one of the things we will do, David, is give you an update on that when we get to investor day.

Bruce W. Van Saun

That’s a good point to end, actually. We have the investor day coming up in May. We’re working on various presentations for each one of our businesses, looking at our peers, looking at the space we operate in, looking at how we’re going to outperform by business line, as well as set some goals for you. We’re going to take that to our board late spring -- probably in March or April -- and then we have our investor day here downtown in New York on May 21st.

Before we sign off, I want to thank you for doing this. I know it’s an incredibly busy earning season. There’s a lot going on, there is lots of noise out there in the industry.

I liked the quality of the questions here. You’re doing lots of due diligence on us, and I like that. When you back away from it all, I hope you feel that we are well positioned to outperform here. I must say I love our momentum as we go into ‘08 and we’ll see how the year continues to unfold for us.

Thank you very much and if you have further questions, we look forward to answering them offline. Have a good day.

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Source: Bank of New York Mellon Q4 2007 Earnings Call Transcript
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