Filed by The Bank of New York Company, Inc.
Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Companies: The Bank of New York Company, Inc. (Commission File No.: 1-06152)
Mellon Financial Corporation (Commission File No.: 1-07410)
The information presented above may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current beliefs and expectations and are subject to significant risks and uncertainties. The following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of The Bank of New York Company, Inc. and Mellon Financial Corporation may not be integrated successfully or the integration may be more difficult, time-consuming or costly than expected; (2) the combined company may not realize, to the extent or at the time we expect, revenue synergies and cost savings from the transaction; (3) revenues following the transaction may be lower than expected as a result of losses of customers or other reasons; (4) deposit attrition, operating costs, customer loss and business disruption following the transaction, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; and (5) governmental or shareholder approvals of the transaction may not be obtained on the proposed terms or expected timeframe or at all. Additional factors that could cause The Bank of New York Company, Inc.s and Mellon Financial Corporations results to differ materially from those described in the forward-looking statements can be found in The Bank of New York Company, Inc.s and Mellon Financial Corporations reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission.
The proposed transaction between The Bank of New York Company, Inc. and Mellon Financial Corporation will be submitted to The Bank of New York Company, Inc.s and Mellon Financial Corporations shareholders for their consideration. Shareholders are urged to read the joint proxy statement/prospectus regarding the proposed transaction between The Bank of New York Company, Inc. and Mellon Financial Corporation because it will contain important information. Shareholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about The Bank of New York Company, Inc. and Mellon Financial Corporation, without charge, at the SECs Internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and other SEC filings that will be incorporated by reference in the joint proxy statement/prospectus will also be available, without charge, from Mellon Financial Corporation, Secretary of Mellon Financial Corporation, One Mellon Center, Pittsburgh, Pennsylvania 15258-0001 (800-205-7699), or from The Bank of New York, Inc., Investor Relations, One Wall Street, 31st Floor, New York, New York 10286 (212-635-1578).
The respective directors and executive officers of The Bank of New York Company, Inc. and Mellon Financial Corporation and other persons may be deemed to be participants in the solicitation of proxies from the shareholders of Mellon Financial Corporation and/or The Bank of New York Company, Inc. in respect of the proposed transaction. Information about the directors and executive officers of Mellon Financial Corporation is set forth in the proxy statement for Mellon Financial Corporations 2006 annual meeting of shareholders, as filed with the SEC on March 15, 2006. Information about the directors and executive officers of The Bank of New York, Inc. is set forth in the proxy statement for The Bank of New York Company, Inc.s annual meeting of shareholders, as filed with the SEC on March 24, 2006. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available.
* * *
Below are the slides that accompanied a presentation given at the Citigroup 2007 Financial Services Conference on January 31, 2007.
A Global
Financial Services Growth Company Citigroup 2007 Financial Services Conference Thomas A. Renyi Chairman & CEO, The Bank of New York January 31, 2007 Update on |
Disclosure and
Cautionary Statement The information presented herein may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based upon the Companys current beliefs and expectations and are subject to significant risks and uncertainties. The following risks, among others, could cause actual results to differ materially
from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of The Bank of New York Company, Inc. and Mellon Financial Corporation may not be integrated successfully or the integration may be more difficult, time-consuming or costly than expected; (2) the combined company may not realize, to the extent or at the time expected, revenue synergies and cost
savings from the transaction; (3) revenues following the transaction may be lower than expected as a result of losses of customers or other reasons; (4) deposit attrition, operating costs, customer loss and business disruption following the transaction, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; and (5) governmental or shareholder approvals of the transaction may not be obtained on the proposed terms or expected timeframe or at all. Additional factors that could cause
The Bank of New York Company, Inc.'s and Mellon Financial Corporation's results to differ
materially from those described in the forward-looking statements can be found in The Bank of New York Company, Inc.'s and Mellon Financial Corporation's reports (such as Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K)
filed with the Securities and Exchange Commission. The proposed transaction between The
Bank of New York Company, Inc. and Mellon Financial Corporation will be submitted to The Bank of New York Company, Inc.s and Mellon Financial Corporations shareholders for their
consideration. Shareholders are urged to read the joint proxy statement/prospectus
regarding the proposed transaction between The Bank of New York Company, Inc. and Mellon Financial Corporation because it will contain important information. Shareholders will be able to obtain
a free copy of the joint proxy statement/prospectus, as well as other filings containing
information about The Bank of New York Company, Inc. and Mellon Financial Corporation,
without charge, at the SECs Internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and other SEC filings that will be incorporated by reference in the joint proxy statement/prospectus will also be
available, without charge, from The Bank of New York Company, Inc., Investor Relations,
One Wall Street, 31st Floor, New York, New York 10286 (212-635-1578), or from Mellon Financial Corporation, Secretary of Mellon Financial Corporation, One Mellon Center, Pittsburgh,
Pennsylvania 15258-0001 (800-205-7699). Directors and executive officers of The Bank of New York Company, Inc. and Mellon Financial Corporation and other persons may be deemed to be participants in the solicitation of proxies from the shareholders of The Bank of New York
Company, Inc and/or Mellon Financial Corporation. in respect of the proposed transaction. Information about the directors and executive officers of The Bank of New York Company, Inc. is set forth in the proxy statement for The Bank of New York Company, Inc.s 2006 annual
meeting of shareholders, as filed with the SEC on March 24, 2006. Information about the directors and executive officers of Mellon Financial
Corporation is set forth in the proxy statement for Mellon Financial Corporations 2006 annual meeting of shareholders, as filed with the SEC on March 15, 2006. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the joint proxy
statement/prospectus when it becomes available. 1 |
Strategic Financial Operational Integration Global leadership in Securities Servicing and Asset Management Strongly accretive transaction Excellent global growth opportunities Highly complementary businesses with strong leadership positions Focused and experienced management team Disciplined and thoughtful approach Dedicated and experienced team with proven track record The Bank of New York Mellon Delivering superior shareholder value through accelerated growth 2 |
Compelling
Strategic Attributes Capitalizing on the growth of global financial markets * As of 12/31/06 3 Strong Market Positions in High Growth Businesses - #1 global custodian with over $17 trillion in AUC* - Top 10 asset manager globally and Top 5 in the U.S . , with more than $1.1 trillion in AUM - #1 provider of all issuer servicesCorporate Trust, Depositary Receipts and Stock Transfer - #1 provider of clearing services - Top 10 in wealth management with 81 offices in the U .S. and UK - Top 10 U.S. cash management and global payments provider - Leading client service scores in asset servicing, wealth management, issuer, clearing, and treasury services - Experienced, deep and well balanced management team Business & Geographic Diversification - Focused on high return businesses with strong organic growth track records and enhanced revenue opportunities - Balanced synergistic business mixno individual business contributes more than 35% of pre-tax earnings - Operations in 37 countries worldwideapproximately 25% of revenue derived from higher growth international operations - Reduced volatility through combination of complementary, stable and synergistic revenue sources |
Compelling
Financial Rationale Capitalizing on the growth of global financial markets Financially Compelling - Immediately accretive on a cash basis to all shareholders and on a GAAP basis in 2008 - Significant excess capital generation allows for meaningful reinvestment in organic growth, share repurchases and attractive dividend payout ratio - Attractive IRR, materially exceeding cost of capital for all shareholders - Potential for multiple expansion over time - Potential for significant revenue synergies, not incorporated in financial projections Low Risk Transaction - Disciplined and thoughtful approach to integrationthree year process managed by a dedicated and experienced integration team - Starting from a position of strengthboth companies have significant revenue and earnings momentum - Combination further diversifies operating risk profile versus stand alone entities - Best in breed systems with proven and scaleable operating platforms many legacy businesses not impacted 4 |
Business Line
($bn) (%) Asset Management & Wealth Management 1.2 31 Asset Servicing 0.9 24 Issuer Services 1.0 27 Treasury Services & Clearing Services 0.9 23 Other (0.2) (5) Total $3.8 100 Balanced & Complementary Business Lines Pro Forma Revenue Mix¹ Pro Forma Pre-Tax Earnings Mix¹ High Return, Low Capital Intensive Business Model Allows for Significant Reinvestment and Share Repurchases Note: 1 Represents results through 9/30/06 annualized. The Bank of New York pro forma for Corporate Trust
swap transaction $4.5bn with cost savings Business Line ($bn) (%) Asset Management & Wealth Management 3.6 29 Asset Servicing 3.5 28 Issuer Services 2.2 18 Treasury Services & Clearing Services 2.5 20 Other 0.7 5 Total $12.5 100 5 |
Meaningful Revenue
Synergy Opportunities (not assumed in financial model) Accelerates Revenue Growth and Enhances Operating Leverage Breadth of Mellons asset management products and services to The Bank of New Yorks securities servicing clients Breadth of The Bank of New Yorks global markets products to Mellons asset servicing and wealth management clients Breadth of Mellons risk services to The Bank of New Yorks servicing clients Leverage Pershings distribution platform to deliver Mellons asset and wealth management products Leverage The Bank of New Yorks credit relationships to distribute Mellons domestic cash management services and stock transfer Enhanced Income Realization from Existing Client Base 6 |
IntegrationThorough and Thoughtful Process A True Mergercombination of best of both companies Lose no Customers philosophy Commitment to maintaining our #1 customer service standards/levels Continued emphasis on risk management and compliance Open communication with all employees Dedicated integration team led by key senior executivesminimizes impact on day to day operations Measured integration process3 year integration timeframe Detailed integration planning Integration complete 1H07 2H07 1H08 2H08 1H09 2H09 Transaction close Integration of overlapping businesses and shared services Applications / systems conversions and data center consolidations 7 |
Merger announced
and integration planning teams established Organizational design established Ready to Win December/January February/March Multiple integration planning teams across businesses and shared services The Bank of New York Mellon Integration Planning: Dedicated & Disciplined Process Merger Integration Committee Overall accountability for integration planning and execution Merger Integration Project Management Office (PMO) Day-to-day oversight of integration planning and execution Business Line/Shared Services PMOs Planning organizational design Early Third Quarter 8 |
BNY Mellon Asset
Servicing Highly complementary businesses The Bank of New York Strengths Mellon Strengths Combining Best of Breed Resulting in Greater Growth and Efficiency Globally Culture of Quality Service & Delivery Culture of Disciplined Cost Management Financial Institution Relationships Pension Relationships Custody Accounting, Performance & Risk Analytics Low Cost Locations: Syracuse & Manchester Low Cost Locations: Pittsburgh & India Real-time Global Technology Client Information Front End FX, Securities Lending, & Execution Services Asset Management Offerings 9 |
BNY Mellon Asset
Servicing Complementary client bases Increased Scale and Market Leadership Leading to Greater Growth and Efficiency Globally Hedge Funds Broker Dealers ETFs / UITs Insurance Companies Central Banks Mutual Funds U.S. Public Funds Endowments & Foundations Corporate Pensions Combined Mellon The Bank of New York Market Segment Leadership 10 |
The Bank of New
York Mellon Delivering superior shareholder value through accelerated growth A Global Financial Services Growth Company Strategic Financial Operational Integration Global leadership in Securities Servicing and Asset Management Strongly accretive transaction Excellent global growth opportunities Highly complementary businesses with strong leadership positions Focused and experienced management team Disciplined and thoughtful approach Dedicated and experienced team with proven track record 11 |
12
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The Bank of New York Citigroup 2007 Financial Services Conference Gerald L. Hassell, President January 31, 2007 |
2 Disclosure and Cautionary Statement The information presented herein may contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon the Companys current beliefs and expectations and are
subject to significant risks and uncertainties. The following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of The Bank of New York Company, Inc. and Mellon Financial Corporation may not be integrated successfully or the integration may be more difficult, time-consuming or costly than expected; (2) the combined company may not realize, to the extent or at the time expected, revenue synergies and cost savings from the transaction; (3) revenues following the transaction may be lower than expected as a result of losses of customers or other reasons; (4) deposit attrition, operating costs, customer loss and business disruption following the transaction, including, without limitation,
difficulties in maintaining relationships with employees, may be greater than expected; and (5) governmental or shareholder approvals of the transaction may not be obtained on the proposed terms or expected timeframe or at all. Additional factors that could cause The Bank of New York Company, Inc.'s and Mellon Financial
Corporation's results to differ materially from those described in the forward-looking statements can be found in The Bank of New York Company, Inc.'s and Mellon Financial
Corporation's reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10- Q and Current Reports on Form 8-K) filed with the Securities and
Exchange Commission. The proposed transaction between The Bank
of New York Company, Inc. and Mellon Financial Corporation will be submitted to The Bank of New York Company, Inc.s and Mellon Financial Corporations shareholders for their
consideration. Shareholders are urged to read the joint proxy statement/prospectus regarding the proposed transaction between The Bank of New York Company, Inc. and Mellon
Financial Corporation because it will contain important information. Shareholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about The Bank of New York Company, Inc. and Mellon Financial Corporation, without charge, at the SECs Internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and other SEC filings that will be incorporated by reference in the joint proxy statement/prospectus
will also be available, without charge, from The Bank of New York Company, Inc., Investor Relations, One Wall Street, 31st Floor, New York, New York 10286 (212-635-1578), or from Mellon Financial Corporation, Secretary of Mellon Financial Corporation, One Mellon Center, Pittsburgh, Pennsylvania 15258-0001
(800-205-7699). Directors and executive officers of The Bank of New York Company, Inc. and Mellon Financial Corporation and other persons may be deemed to be participants in the solicitation of proxies from the shareholders of The Bank of New York Company, Inc and/or Mellon Financial Corporation. in respect of the proposed transaction. Information about the directors and executive officers of The Bank of New York Company, Inc. is set forth in the proxy statement for The Bank of New York Company, Inc.s 2006 annual meeting of shareholders, as filed with the SEC on March 24, 2006. Information about the directors and executive officers of Mellon Financial Corporation is set forth in the proxy statement for Mellon Financial Corporations 2006 annual meeting of shareholders, as filed with the SEC on March 15, 2006. Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes
available. |
3 2006: A Watershed Year Strategic Initiatives Successfully completed: Retail / Corporate Trust asset swap transaction BNY ConvergEx transaction Announced merger with Mellon Financial, creating the global leader in securities servicing and asset management A Global Financial Services Growth Company |
4 Model focused on securities servicing and asset management Emphasis on higher-growth, higher-margin businesses where we
have scale, skill and competitive advantages Improved corporate risk profile through reduced exposure to credit portfolio Positioned to realize benefits of investments in infrastructure The New Bank of New York Generate attractive long-term returns for shareholders
|
5 2006: A Watershed Year Financial Performance Strong financial results demonstrating the success of our business model Businesses performed well across the board Providing excellent momentum into 2007 Superior shareholder returns A Global Financial Services Growth Company |
6 2006 Total Return to Shareholders -5 0 5 10 15 20 25 30 Dec-05 Mar-06 Jun-06 Sep-06 Dec-06 BK KBW Bank Index S&P 500 + 17% BKX + 27% BK + 16% S&P 500 |
7 Delivering Strong Performance $1.88 $2.03 $2.26 2004 2005 2006 Annual EPS* Annual EPS* * Adjusted Operating Basis (see reconciliation tables in Appendix)
Strong fee growth across all businesses Customer activity generating deposits / net interest income Improved asset quality and lower credit costs International now represents over 25% of total revenue |
8 Growing Base of Assets to Service and Manage $7.0 $7.5 $8.3 $2.7 $3.4 $4.7 12/31/04 12/31/05 12/31/06 Domestic Cross-border Assets Under Custody Assets Under Custody (in trillions) $102 $105 $131 $26 $40 $48 $9 $10 $11 12/31/04 12/31/05 12/31/06 Asset Mgmt Sector ST Investment Funds FX Overlay Assets Under Management Assets Under Management (in billions) $9.7 $10.9 $13.0 $137 $155 $190 |
9 Solid 4Q Performance Across All Business Lines Strong fee growth Pvt. Banking / Asset Mgmt + 42% Issuer Services + 24%** Broker-dealer Services + 16% Investor Services + 10% Execution & Clearing + 8%*** Improved net interest income / net interest margin NII + 31% NIM + 31 bps Reflects new business mix Dilution from Corporate Trust acquisition $0.53 $0.58 4Q05 4Q06 EPS 4Q06 vs. 4Q05* * Adjusted operating results ** Excludes Corporate Trust swap transaction *** Excludes BNY ConvergEx (See reconciliation tables in Appendix for each of the above)
|
10 Global Trends Create Opportunities to Drive Growth Pressure on Retirement Provision Globalization of Investment Industry Changing Regulatory Environment Financial Market Consolidation Asset Management Profit Challenge Search for Enhanced Performance Value Creation Asset Owners Asset Owners Asset Managers Asset Managers The Bank of New York Solutions |
11 Solutions to Meet Broad Customer Needs Investor & Broker- Dealer Treasury
Services Execution & Clearing Services Issuer
Services Institutional Services Global Custody Global Fund Services Securities Lending Securities Clearance Collateral Management Pershing Clearing Execution BNY ConvergEx Group Corporate Trust Depositary Receipts Stock Transfer Global Payment Services Liquidity Management Credit/Credit-Related Services Private Bank & Asset Management Private Banking Trust & Estate Wealth Management Investment Management Short Term Equity & Fixed Income Alternatives |
12 Major Growth Opportunities Collateral Management Hedge Fund Services Depositary Receipts European Investor Services Exchange Traded Funds (ETFs) Registered Investment Advisors (RIAs) Growth Opportunities |
13 Major Growth Opportunities Collateral Management Hedge Fund Services Depositary Receipts European Investor Services Exchange Traded Funds (ETFs) Registered Investment Advisors (RIAs) Growth Opportunities |
14 Major Growth Opportunities Collateral Management Hedge Fund Services Depositary Receipts European Investor Services Exchange Traded Funds (ETFs) Registered Investment Advisors (RIAs) Growth Opportunities |
15 Major Growth Opportunities Collateral Management Hedge Fund Services Depositary Receipts European Investor Services Exchange Traded Funds (ETFs) Registered Investment Advisors (RIAs) Growth Opportunities * Source: Investment News, 1/15/07 |
16 Momentum in Global Corporate Trust Successfully integrating new Corporate Trust business into an already powerful base Expanded presence in global, structured products and CDOs Continued strength evident in fourth quarter results: Existing corporate trust revenue increased 18% Annualized revenue run rate now totals over $1 billion Performance led by global products and structured finance, namely
asset- backed and mortgage-backed securities Acquired Corporate Trust business conversion progressing well 40% complete |
17 Summary The New Bank of New York Sharper focus Enhanced growth and profitability dynamics Improved risk profile Highly confident in ability to deliver superior performance A Global Financial Services Growth Company |
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Appendix |
20 Reconciliation Tables $ in Millions 2004 Reported 2004 Normalized Slides 7, 9 Three Months Ended December 31, 2006 Twelve Months Ended December 31, 2006 (In dollars) Continuing Operations Discontinued Operations Adjusted (1) Continuing Operations Discontinued Operations Adjusted (1) As Reported 0.56 $ 1.80 $ 2.36 $
1.93 $ 2.00 $
3.93 $ Merger & Integration Costs (2) 0.02 0.02 0.04 0.09 0.04 0.13 Gain on Sale of Retail Business (3) - (1.82) (1.82) - (1.80) (1.80) Operating (4) 0.58 $ - $
0.58 $
2.02 $ 0.24 $
2.26 $ Diluted Earnings Per Share (1) Adjusted results combine continuing and discontinued operations to
provide continuity with historical results. (2) Merger and integration costs include investment portfolio restructuring
costs, employee-related costs, and other transaction-related expenses. (3) The Company recorded an after-tax gain on the sale of the Retail Business of $1,381 million ($2,159 million pre-tax). (4) Operating excludes merger & integration costs and the gain on the sale of the Retail Business. . |
21 4,074 (48) 4,122 Total 1,760 (38) 1,798 All Other 2,314 (10) 2,324 Salaries & Benefits 634 (70) 704 Banking Related/Other 317 - 317 Global Payment Services 364 - 364 FX & Other Trading 448 - 448 PCS & Asset Management 2,858 - 2,858 Total Fee Revenue 209 - 209 Broker-Dealer Services 582 - 582 Issuer Services 921 - 921 Investor Services 1,146 - 1,146 Execution and Clearing $1.88 $0.03 $1.85 EPS 1,464 24 1,440 Net Income 772 13 759 Income Tax Expense 2,236 37 2,199 Pretax Income 4,074 (48) 4,122 Total Expense 22 7 15 Provision for Credit Losses 6,332 (4) 6,336 Total Revenue (before prov.) 1,711 66 1,645 Net Interest Income 4,621 (70) 4,691 Noninterest Income Reconciliation Tables Noninterest income adjustments Banking Related/Other includes a $48 million gain on sale of a portion of the Companys holdings of Wing Hang Bank, $19 million of realized securities gains on sponsor fund investments, and $3 million in income related to gain on an aircraft lease residual. Net interest income adjustments Reported net interest income was reduced by $66 million related to SFAS 13 income adjustments on the Companys lease portfolio. Expense adjustments Salaries and benefits include $10 million of severance tied to staff relocations. All Other Expenses include a $30 million reserve related to the possible settlement of the RW Leasing matter, and an $8 million lease termination expense. Income tax adjustments - In addition to the tax impact of the aforementioned adjustments, income tax expense was also increased by $50 million related to an increase in the Companys reserve for its LILO tax exposure. For a full description of these adjustments, refer to the Companys 8K filed January 19, 2005. $ in Millions 2004 Reported Non GAAP Adjustments 2004 Normalized Non GAAP Slide 7 |
22 Reconciliation Tables 2004 Reported 2004 Normalized Slide 9 Percent Inc / (Dec) (in millions) Quarter 4Q06 vs. 4Q06 vs. 4Q06 3Q06 4Q05 3Q06 4Q05 Execution & Clearing Fees Continuing Operations 264 301 326 (12)% (19)% BNY ConvergEx (66) (82) Pro Forma 264 235 244 12% 8% Issuer Services Continuing Operations 341 194 171 76% 99% Acquired Corp Trust (129) Pro Forma 212 194 171 9% 24% |