Andy Clark – Investor Relations Gerald L. Hassell – Chairman and Chief Executive Officer Thomas P. Gibbons – Vice Chairman and Chief Financial Officer Timothy F. Keaney – Vice Chairman and Chief Executive Officer-Investment Services Curtis Y. Arledge – Vice Chairman and Chief Executive Officer-Investment Management.

Betsy L. Graseck – Morgan Stanley & Co. LLC Glenn P. Schorr – International Strategy & Investment Group LLC Alexander Blostein – Goldman Sachs & Co. Luke Montgomery – Sanford C. Bernstein & Co. LLC Ken M.

Usdin – Jefferies LLC Cynthia Nevins Mayer – Bank of America Merrill Lynch Geoffrey Elliott – Autonomous Research Robert Lee – Keefe, Bruyette & Woods, Inc. Brennan Hawken – UBS Securities LLC Ashley N. Serrao – Credit Suisse Securities LLC Rob C. Rutschow – CLSA Americas LLC Jim F. Mitchell – The Buckingham Research Group, Inc. .

Good morning, ladies and gentlemen, and welcome to the First Quarter 2014 Earnings Conference Call hosted by BNY Mellon. At this time, all participants are in a listen-only mode, later we will conduct a question-and-answer session. Please note that this conference call and webcast will be recorded and will consist of copyrighted material.

You may not record or rebroadcast these materials without BNY Mellon's consent. I will now turn the call over to Mr. Andy Clark. Mr. Clark, you may begin..

Thanks, Wendy, and welcome, everyone. With us today are Gerald Hassell, our Chairman and CEO; Todd Gibbons, our CFO, as well as 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 and in the press release and those identified in our documents filed with the SEC that are available on our Web site bnymellon.com.

Forward-looking statements in this call speak only as of today, April 22, 2014, and we will not update forward-looking statements. Our press release and earnings review are available on our Web site, and we'll be using the earnings review to discuss our results. Now I'd like to turn the call over to Gerald.

Gerald?.

Thanks, Wendy, Andy and good morning everyone. Thanks for joining us. As you’ve see from our release we achieved good results this quarter with pretax earnings up 12% year-over-year. We’re reporting earnings of $0.57 per share, with total revenues of $3.6 billion.

We also achieved a 3% fee growth in Investment Management and Investment Services, which within a context of what is a persistently slow economic recovery is deep and see growth. Investment Management benefitted from our continued success in attracting new assets.

We recorded our 18th consecutive quarter of positive long-term flows, with net long-term in flows of $21 billion. Assets under management was up 14% year-over-year to a record $1.62 trillion. Driven by the continued strong flows into our liability-driven investment strategies.

Investment Services fees were also up, benefitting not only from strong growth in clearing, but also a nice growth in asset servicing. Now Investment Services business was also held by the growing contributions from Global Collateral Services. As usage of our optimization and segregation solutions continue to improve.

And in Global Markets, the enhancements we’ve made to our electronic foreign exchange platform have helped us attract greater volumes. Now during the quarter the strength and quality of our asset servicing capabilities were recognized in a key market service.

Among our peer group, we earned a number one overall score in the R&M Global Custody survey of clients and fund managers. We were also the number one in the expert’s category, which included investment managers who rated 5 or more global custodians. In total, we received 10 number one ranking in our peer group.

It’s the latest vote of confidence in our ability to provide the expertise clients need to navigate the challenging times as they struggle to manage regulatory change risk and cost. And we were able to achieve the growth in Investment Management and Investment Services fees in spite of some ongoing sizable challenges.

One, the substantial impact of money market fee waivers; and two, the decline in the pretax income of Corporate Trust. As a revenue from structured debt securitizations has run-off faster than a revenue coming from new business.

Year-over-year, our rough estimate is that money market fee waivers and a run-off in Corporate Trust fees, accounted for a drive for a total fee revenue growth of approximately 200 basis points. On the expense front, total expenses were down both year-over-year and sequentially.

And Todd will cover more on expenses in a moment, but what I do want to emphasis, is that we are taking aggressive action in virtually every expense category from moderate to growth rate here.

So, for example, we are controlling a rate of expense growth in technology by in-sourcing application development, reducing storage cost in consolidating platforms. We are reducing our real estate foot print.

We are reengineering how we work including rationalizing our client-coverage teams, making it more efficient and allowing us to reduce costs while enhancing the client experience. And importantly, using evidence of all of these moves and our commitment to aggressive expense management this year.

I should add that like all large financial institutions, our regulatory control and compliance costs have risen substantially and continued to be high, and I have to say it is a critical that we maintain a great control environment.

But now that we are beginning to gain more clarity on the new rules, the rate of related expense growth should begin to slow and that’s encouraging. On the capital front, our capital story is among the very best in the industry. Our key capital ratios continued to strengthen. We achieved an excellent return on tangible common equity at 18%.

Now given that significant levels of capital that we generate and our strong capital positions, we have the financial flexibility to invest in our businesses and maintain a high payout ratio, which was more than 80% in the first quarter of 2014. Earlier this month, we announced another dividend increase of 13% which followed a 50% increase last year.

So, the bottom-line is we are executing to drive our shareholder value and we are actively aligning our business model and we are focused on managing expenses well and generating strong returns on tangible common equity. With that let me turn it over to Todd..

Thanks Gerald and good morning everyone. My comments will follow the quarterly earnings review and we’ll start on Page 2. As Gerald noted the EPS was $0.57, we should note that the $0.57 includes about $0.03 to $0.04 for the combined benefits of a lower tax rate. And also we had a loan loss provision credits.

Looking at the numbers on a year-over-year basis, total revenue was $3.6 billion. Investment Services fees were up, 3% that is driven by strength in asset servicing in our clearing businesses. Investment management and performance fees were also up 3% and that number would be 5%, if you excluded the impact of money market fee waivers.

FX revenue was down driven by the volatility we experienced in the quarter. NIR on a fully taxable equivalent basis was up 2% and securities gains were down $26 million. Finally, expenses were down 1%. Turning to Page 4, where we recall some business metrics that will help explain our underlying performance.

You can see that AUM of $1.62 trillion was up 14% year-over-year. And that’s 2% sequentially, that’s driven by both market as well as net new business. During the quarter we had net long-term inflows of $21 billion and revolver short-term outflows we can seen, it was $7 billion.

You will note that, we’ve enhanced our full disclosure providing flows by all of our major asset classes including the Index and LDI strategies. Assets under custody/administration at quarter end were $27.9 trillion. That’s up $1.6 trillion or 6% year-over-year. That’s primarily reflecting the impact of market as well as currency impact.

Linked quarter AUC/A was up 1% due to improved market values. We had an estimated $161 billion in new AUC/A wins during the quarter. As you look down the list, most of our key metrics continue to fuel growth on a year-over-year basis. Average loans and deposits in Wealth Management, Investment Services were again up strongly.

The market value of securities and loans at period end increased. All of our clearing metrics were up, with DARTS volumes particularly strong yet again. On the flip side, DR programs and average tri-party repo balances were down slightly.

In terms of the key external indicator, markets were up, but most importantly for us the FX Volatility Index was down 14% and that really is what’s driving FX revenue. The average Fed Funds effective rate was down 7 basis point or nearly 50% from last year, which had a negative impact on our money market fee waivers and our net interest income.

Looking at fees on Page 6, asset servicing fees were up 4% year-over-year and 3% sequentially. The year-over-year increase reflects higher market values, net new business and organic growth. The sequential increase primarily reflects organic growth, but it did benefit from higher securities lending revenue and net new business.

Clearing fees were up 7% year-over-year and flat sequentially. The year-over-year increase was driven by higher mutual fund fees, higher asset-based fees and an increase in DARTS, all of that was partially offset by higher money market fee waivers. Sequentially, higher clearance revenue was primarily offset by fewer trading days during the quarter.

Issuer services fees were down 3% both year-over-year and sequentially. Both decreases reflect the impact of the continued net run-off in Corporate Trust. The year-over-year decrease was partially offset by higher DR revenue driven by corporate actions.

The good news is we can see the net fee run-off abating in the next 18 months to 24 months, as the pace of the structure debt maturities slows and new business should more than offset that run-off.

When you look in investment services, you will see that investment services fees as a percentage of noninterest expense were up versus the year ago quarter. This improvement was primarily driven by an increase in investment services fees with little additional expenses.

Investment management and performance fees were up 3% year-over-year and down 7% sequentially. Excluding money market fee waivers, investment management and performance fees were up 5% year-over-year and down 6% sequentially. The year-over-year increase primarily reflects higher equity market values and the net impact of new business.

The sequential decrease primarily reflects seasonally lower performance fees and there were also fewer days in the first quarter.

When you look at our Investment Management business, you’ll see a new disclosure that we think provides a better basis for comparison to other investment managers, that is, it’s an adjusted pre-tax operating margin, which excludes intangible amortization, net of distribution and servicing expense and also adjusts for fee waivers.

On this basis, our pre-tax operating margin for the quarter is 35%. In FX and other trading, revenue was down 16% year-over-year and down 7% sequentially. If you look at the underlying components, FX revenue of $130 million was down 13% year-over-year and up 3% sequentially. Comparisons for both prior periods were impacted by lower volatility.

The good news here is we’re capturing higher volumes driven by enhancements to our electronic FX platform. Other trading revenue was down $6 million from the year ago quarter and $14 million from the fourth quarter, decreases from both periods reflect lower fixed income trading revenue and the impact of market-to-market losses on certain hedges..

Turning to page 9, total noninterest expenses were down 1% year-over-year and 4% sequentially, comparisons to both prior periods were impacted by lower pension expense and higher incentive expense due to the acceleration of the vesting of long-term stock awards for retirement eligible employees.

The sequential decline also reflects the decrease in business development expense as well as lower professional, legal and other purchased services and risk-related expenses.

The year-over-year decrease also results in a provision for administrative errors in the cost of generating certain tax credits both of which were recorded in the year ago quarter.

On page 10, you can see at the quarter-end, we had a net unrealized gain on the investment securities portfolio of $676 million, the increase from $309 million at the end of the quarter was primarily driven by the reduction in market interest rates.

Looking at our loan book on page 11, you can see that the provision for credit losses was a credit of $18 million. This was driven by the continued improvement in the credit quality of the loan portfolio. That compares to a credit of $24 million in the year ago quarter and a provision of $6 million in the prior quarter.

Turning to our capital story, as I mentioned which is a good one. As you can see on page 12, our key ratios strengthened over the quarter. At March 31, our estimated Basel III Tier 1 common equity ratio under the standardized approach on a fully phased-in basis was 11% that compares to 10.6% at the end of December.

The 40 basis point sequential increase primarily reflects capital generation during the period. And that was partially offset by some increase in few of the risk-related asset categories. Our estimated supplementary leverage ratio also improved substantially during the quarter to approximately 4.7%, primarily reflecting two things.

One are some changes to the treatment of unfunded commitments and the methodology is actually calculated average assets as well as the strong capital generation that we’ve mentioned earlier. During the quarter, we repurchased 11.6 million shares for $375 million completing our repurchases under the capital plan for 2013..

Turning to page 9, total noninterest expenses were down 1% year-over-year and 4% sequentially, comparisons to both prior periods were impacted by lower pension expense and higher incentive expense due to the acceleration of the vesting of long-term stock awards for retirement eligible employees.

The sequential decline also reflects the decrease in business development expense as well as lower professional, legal and other purchased services and risk-related expenses.

The year-over-year decrease also results in a provision for administrative errors in the cost of generating certain tax credits both of which were recorded in the year ago quarter.

On page 10, you can see at the quarter-end, we had a net unrealized gain on the investment securities portfolio of $676 million, the increase from $309 million at the end of the quarter was primarily driven by the reduction in market interest rates.

Looking at our loan book on page 11, you can see that the provision for credit losses was a credit of $18 million. This was driven by the continued improvement in the credit quality of the loan portfolio. That compares to a credit of $24 million in the year ago quarter and a provision of $6 million in the prior quarter.

Turning to our capital story, as I mentioned which is a good one. As you can see on page 12, our key ratios strengthened over the quarter. At March 31, our estimated Basel III Tier 1 common equity ratio under the standardized approach on a fully phased-in basis was 11% that compares to 10.6% at the end of December.

The 40 basis point sequential increase primarily reflects capital generation during the period. And that was partially offset by some increase in few of the risk-related asset categories. Our estimated supplementary leverage ratio also improved substantially during the quarter to approximately 4.7%, primarily reflecting two things.

One are some changes to the treatment of unfunded commitments and the methodology is actually calculated average assets as well as the strong capital generation that we’ve mentioned earlier. During the quarter, we repurchased 11.6 million shares for $375 million completing our repurchases under the capital plan for 2013..

We anticipate gross share repurchase is up to approximately $430 million, of course that’s subject to market conditions. And we also expect to record a pretax gain of nearly $500 million on our interest in Wing Hang, when the sale closes, which is expected to be in the second or third quarter..

That sale is beginning to take place in the second or third quarter. So as Gerald indicated you will see evidence of these actions this year. So wrapping up, we are taking actions to control expenses relative to our revenues, and we want you to see in our results.

We are going to provide you with more details on this at our Investor Day that we are planning to be hosting in the fall. With that let me hand it back to Gerald..

Thanks Todd. And I think we can open it up to questions Wendy..

Thank you. At this time, we are ready to begin the question-and-answer session. (Operator Instructions) Our first question today is from Betsy Graseck with Morgan Stanley..

Hi, thanks good morning..

Good morning..

A Couple of questions, one on expenses, one on capital. On the expense side, Todd you went through the outlook for the improvement in expenses associated with the space that you are getting rid off.

Could you give us a sense of Joe whether that is going to be on a run rate basis? Is that exactly what the gain is going to be, but maybe you can help us on the run rate expense ratio side?.

It’s actually hard for us to put in exactly a number on that because we haven’t decided we’re actually going to be located. We haven’t signed a lease on the new property or with some of the cost associated with that. We do know there will be improvement, but Betsy it’s a little early to actually specify a number..

Okay. Maybe a little bigger picture on the expenses than Gerald mentioned during your prepared remarks that your expectations are that expense gross could slow down here with regulatory expenses falling down.

Did you suggest there that regulatory expenses could exactly start to fall following the overall growth rate or just the regulatory expense gross will be slower?.

Thomas P. Gibbons:.

:.

:.

Okay..

Hey Betsy let me add something there. The rate of growth in the risk and kind what we’ll call the center or in the shared services, has been a two to three times the rate of growth in the businesses. And we are trying to bring that more in line..

Okay. So if we are thinking about just operating leverage generally and the kind of operating leverage you are looking to manage towards. Maybe you could give us a sense of what kind of range you are anticipating all the actions that you’re doing is going to end up driving in terms of operating leverage..

Yes, Betsy as we try to make it clear operating leverage is going to be driven both by the expense control that we implement as well as the revenue mix.

So, when we see fee weighted risk for example increase, we are seeing a loss revenue with no additional expenses and we get replaced by increases either in Investment Management or Investment Services.

Traditional fees, they are typically expenses that come with that, so I want to make it clear that revenue mix is absolutely essential to what actually happens to operating leverage. Now that being said, we are controlling nominal expenses.

So, we are getting our hands around a number of things both in the center, just slowing the growth rate even flattening it for example, our capital budget is flat, we are getting more out of the tax spend that we currently have. And we can expand on that conversation a bit.

But if all things fully constant, yes you will see in other words, if the revenue mix stays into this and the market stays into this, then you will see positive operating leverage even at relatively low growth rates..

Okay and that's great.

Just one quickie separate question, you went through the capital ratios that all look good going up obviously, what was the reason that EBITDA came down?.

The tangible common equity is total….

Right, right, it just look like a 20 bps decline Q1 scale..

It’s not much of a change if there is any change. The balance sheet might have averaged a little bit large of that. I don’t think it must have changed balancing out..

Yes, now it was 20 bps just wondering.

Okay and then on SLR up nicely in the quarter, I mean that your SLR assumes that your deposits are fair or not, taking out or they are not in the denominators, they are in?.

No, they are in the denominator..

Cash has not removed from the denominator..

Right, okay, so you are assuming that and I know it’s not final rule, you have to, we’re assuming that it can be in the final rule.

So from here, is it just normal course to get up to the 5%? Is there anything special that you feel like you need to do right now, at one point we were talking about you potentially having to charge for deposits but doesn’t seem like that in the run rate given how you’ve gotten this up to now?.

Yes, I think that we can actually get over the hurdle pretty quickly. I think the one thing we made clear is, it doesn’t make sense to get there just by holding additional capital.

So we can look at the deposit base and the deposits that have less value to our net value under the SLR or even the liquidity coverage ratio, we could certainly put those types of balances off the balance sheet. But we are still looking at some point we’ll be able to be consolidate some of the assets from our asset manager.

So there are a number of ways that we can get there and we always have more room to issue preferred stock if we thought it was appropriate to bolster our Tier 1 leverage which should be a lot less expensive than holding common..

Okay great. Thank you..

Thank you..

Thank you. The next question is from Glenn Schorr with ISI Group..

Hi thanks. One quick one on the Investment Management side, I heard your comments and disclosure on the 25% versus 35% margin in Investment Management.

Are you able to break down which is due to the distribution adjustments versus the money market fee waivers I think it’s fair and interesting just curious on the breakdown?.

Yes, my recollection, Glenn is about 200 basis points over this related to fee waivers. And you can calculate, we disclose intangible amortization, so you can calculate that and the remainder would be the impact of the distribution fees. Some show there is a gross up and some show is a net to the revenue..

Got it, okay that's cool, I could do that. And then, I don’t know if you could talk a little bit about the lending growth inside Investment Services. I think it was up 18% year-on-year. Just curious what’s driving that..

Sure. That’s associated in some ways with our collateral services area where we provide some level of secured financing to the broker/dealer community as far the optimization segregation, but it’s also around collateral services, around that area.

So it’s a program where there are good safe loans, highly collateralized to some of our largest clients around the world..

Hey, Glenn, this has come a little bit slower than we had hoped. We’re actually starting to see a pickup and we’re seeing that trend even in the second quarter..

Yes, and a little bit of it is called term funding. So it’s having the dealers who rely on this short-term wholesale funding. So we’re seeing six, nine months, in some cases one year maturity on these loans. So that helps their clients who have less reliance on wholesale short-term funding and it’s a good earning asset for us..

Okay. Last one, non-interest bearing deposit growth was up 16% year-on-year. If you look at your foreign deposits, you have like $100 billion. Curious what’s driving the growth and more importantly what’s in the Euro zone, has they contemplate the negative deposit rates? Just curious on how we should expect the balance sheet to react..

Yes, good question. So they are fair amount of European as well as U.S. deposits and the actual average deposits is about flat, slightly down. Free deposits are actually up, but interest-bearing deposits are slightly down on a quarter-over-quarter basis.

If the Euro zone were to go to negative rates that would actually present the opportunity for us to charge for deposits and we are giving that very serious consideration. In the two non-Euro zone, European countries that did go to negative rates, we did pass-through that through to deposits..

And now client pushback? And I guess where I’m going with it is, one route is charging for deposits sometimes with large customers that’s a bit of an issue.

Is it possible to rather mismatch and move your assets outside the zone or is that not something anybody wants to take on in terms of a mismatch?.

Well, typically you’ll have the interest rate parity that comes towards the hedging of that type of a transaction as long as assuming you’re not taking any FX risk.

There is some opportunity to do some of that with the hedging, but again managing your liquidity and also the liquidity coverage ratio targets that the regulators we’re establishing will have to be taken into consideration when you do that, Glenn..

Okay. That makes sense. I appreciate that. Thank you..

Thanks..

Thank you. (Operator Instructions) The next question is from Alex Blostein with Goldman Sachs..

Great, thanks. Good morning, everybody. Just a question on the Investment Management business.

I guess if you look at the growth in assets and the fee rate quarter-over-quarter, it seems like it saw a pretty decent decline and understandably some of that is money market fee waivers, although it didn’t seem like the dollar amount was that different sequentially.

So I guess the day count counts for the rest of it, but can you guys just kind of walk us through the expectations for the fee rate and the Investment Management business ex-performance fees in the coming quarters and to tie into that, maybe just to address what kind of fees are you guys getting on the LDI mandates because that obviously seems to be a big driver?.

Alex, Curtis Arledge here. So on a year-over-year basis then I’ll talk about sequentially as well. The biggest drag as Todd, mentioned was the fee waiver impact. A very significant decline year-over-year in short rates and that has absolutely dampened revenue growth.

So revenue growth of 3 would have been north of 5 actually is Investment Management a little more than 200 basis points, just a fee waiver impact. We also are comparing our third quarter of 2014 to a – with a very strong first quarter 2013 on the fee side.

We actually have fees when we have a less than 20% an investment boutique, their performance fees and carried interest actually, our share up to the performance fees and carried interest actually runs through that fee line and it can be somewhat volatile.

We had a very strong first quarter 2013, so if you just look at the normalized rate that probably is another 100 or 200 basis points of fee growth. So we are actually pretty happy that fee growth generally given the mix of assets that we have in the market performance overall, very nice performance on the new business front.

The sequential story is really not that different, so fee waivers have a smaller impact as you said the days actually was a pretty meaningful impact, and then again the volatility in our management fee line from performance fees they are on at the boutiques where we have less than 20% stake also attributed to that also.

It’s small, but nonetheless it’s still directionally the same hence the year-over-year results. LDI, obviously a business that we are doing extraordinarily well and not just the LDI business that insight in the U.K.

that their ability to leverage that into other growth in active fixed income in absolute return products, so it’s a springboard for many other businesses.

LDI by itself is a business that does have lower fees, but on giant volume of assets and they are also want to make sure that everybody understands that the what the management fees might be, there also is a meaningful opportunity in a number of those mandates during performance fees.

And so when you see our fourth quarter performance fees a meaningful portion of that is actually coming from LDI related mandates where we have given opportunity on our performance fees if we outperformed a client’s benchmark.

So it’s a great business for us overall and again it’s helping to drive not just revenues in LDI, but other revenues as well..

Got it. Thanks Gerald, it’s a lot of color. And just a follow-up on expenses, I guess Todd bigger picture seasonally first quarter I guess tends to be a little bit lighter some of the myriad increases, things that have already kick in for you guys in the second half of the year.

So maybe just taking a step back, how should we think about the expense growth of the current base because it does seem like that's the lowest or one of the lower kind of core expense numbers have seen from you guys in a while, so kind of $27 billion, $28 billion run rate quarterly is that a sustainable number or what kind of growth we should think about from off of this base?.

In the second half you are right, typically July 1, since where a myriad increase pull through, but we are looking to, I think we are looking to keep most of the expense lines as flat as you can. I think you will see a little bit higher software amortization and it’s going to be a little bit more in the noise than anything.

The first quarter you got to remember does also, is also impacted by the acceleration of retirement to eligible employees on their deferred comp. So that should reverse itself in the second quarter..

Got it. Thanks guys..

Thank you..

Thank you. The next question is from Luke Montgomery with Sanford Bernstein..

Good morning guys..

Good morning..

So my sense is you have been working on a benchmarking analysis so that your asset management segments margins versus your peers. Now I guess adjusting for few ever you said there in the mid 30% range, which I think seems a bit low for from your scale and $1.6 trillion asset management so.

I’m wondering if you’re able at this point to communicate whether you think there is a good structural reason for that or if you see there is maybe a meaningful opportunities improve margins in the business.

I think with that the revenue yields in LDI indexing cash are pretty low and those are probably 65% of the total, implied may be overall contribution margins in those businesses and could that be enough to offset revenue yields?.

Hey Luke, it’s Curtis. We obviously spend a lot of time on understanding the industry framework and working clients across a large different channels thinking by what means to margins. I do think as Todd walked through earlier the intangible amortization, the distribution netting – distribution costs and fee waivers get us into that mid 30 range.

I also would highlight that as we’ve talked about in previous earnings calls over the past year or so really last nine months or so, most impactful, and we’ve also been investing in our business..

So it would be nice to not our fee waivers obviously that would help a great deal. And then the nearest structural thing we’ve also talked about is that if you look at our business and you commented on somewhat in your question, we are if predominantly focused on institutional clients in management firm.

And it’s why we have been over the past nine months or so, really making pretty meaningful investments in two ways to expand to reach more individuals as investors.

We do that in two ways one directly through direct comp contact with individuals through our wealth management business here in the U.S., great business seven partners in the U.S., there is great room also great opportunity for us to expand and we’ve been growing in markets where we’ve had little presence and even in some cases no presence.

That is actually on quite well. We’ve talked about expanding our sales force by about 50% about a year-ago and we’re about 60% already through that expansion. Starting to see revenues from having done that and we’re really quite excited about it.

It’s just bringing the great offerings and investment offerings we have around our firm plus the power of being private bank and I’ll highlight you that what we know in our earnings release, well we are named top ranked bank, our wealth management team is doing an exceptional job and expanding that reach is going to be fantastic.

The other way we are expanding the individual investors, the second method is through intermediaries where we work with advisors and there has been some coverage of this and what’s going on with us. I’ll highlight this is not a startup effort on our part.

In fact, Dreyfus was one of the original creators of mutual fund industry and BNY MELLON that has both U.S. presence to drive this but also has the global presence. We’ve about $156 billion in long-term mutual fund assets. Which would make us $200 million just on retail basis, on what is 100 asset managers on a whole just on a retail asset base.

So we already have a pretty significant presence here, but it isn’t anywhere close to what we think it should be. So we’ve also been investing there. And I think if when you look at firms you have margins higher than ours. They’re able to take your investment offerings and get them through client channels.

They are not just institutional but also reach individuals as well and interrupt while in doing that. We do a lot work like, look I talk about the study that – we used Mackenzie. We think Mackenzie’s benchmarking study is one of the best in the marketplace and we got actually right out or slightly above peers who look like us.

So that’s sort of long-winded answer to your marketing question..

So it would be nice to not our fee waivers obviously that would help a great deal. And then the nearest structural thing we’ve also talked about is that if you look at our business and you commented on somewhat in your question, we are if predominantly focused on institutional clients in management firm.

And it’s why we have been over the past nine months or so, really making pretty meaningful investments in two ways to expand to reach more individuals as investors.

We do that in two ways one directly through direct comp contact with individuals through our wealth management business here in the U.S., great business seven partners in the U.S., there is great room also great opportunity for us to expand and we’ve been growing in markets where we’ve had little presence and even in some cases no presence.

That is actually on quite well. We’ve talked about expanding our sales force by about 50% about a year-ago and we’re about 60% already through that expansion. Starting to see revenues from having done that and we’re really quite excited about it.

It’s just bringing the great offerings and investment offerings we have around our firm plus the power of being private bank and I’ll highlight you that what we know in our earnings release, well we are named top ranked bank, our wealth management team is doing an exceptional job and expanding that reach is going to be fantastic.

The other way we are expanding the individual investors, the second method is through intermediaries where we work with advisors and there has been some coverage of this and what’s going on with us. I’ll highlight this is not a startup effort on our part.

In fact, Dreyfus was one of the original creators of mutual fund industry and BNY MELLON that has both U.S. presence to drive this but also has the global presence. We’ve about $156 billion in long-term mutual fund assets. Which would make us $200 million just on retail basis, on what is 100 asset managers on a whole just on a retail asset base.

So we already have a pretty significant presence here, but it isn’t anywhere close to what we think it should be. So we’ve also been investing there. And I think if when you look at firms you have margins higher than ours. They’re able to take your investment offerings and get them through client channels.

They are not just institutional but also reach individuals as well and interrupt while in doing that. We do a lot work like, look I talk about the study that – we used Mackenzie. We think Mackenzie’s benchmarking study is one of the best in the marketplace and we got actually right out or slightly above peers who look like us.

So that’s sort of long-winded answer to your marketing question..

Okay. Just a follow-up on that. I guess, I’m not – in terms of the investments you’re making in retail business, I’m not clear why do you think that’s a higher margin business or that’s more about having an underutilized retail platform that you’re going to scale up.

And then, I guess along with that, how do you rate the strength of the Dreyfus brand, especially in the warehouse distribution channel and are you considering a rebranding campaign or do you think that’s the brand that you really want to build on?.

So the first question is, I think there is a underutilized potential. I think the contribution margins of taking investment capabilities that we already have today that we are offering in some ways to the retail channels and directly to wealth management also, but expanding that will be pretty a meaning contribution margin.

We don’t have to expand our investment capabilities all that much and can reach a much broader universal clients, and again, this is a market where we are already very present and we just want to get a figure out of it, because we think there’s big opportunity with what we have.

On the Dreyfus branding side, I definitely think that part isn’t just about covering clients. You also have to have the right products. We’ve launched a number of products and are actually seeing very early success. I will tell you we’re already seeing success.

If you look at our line and the earning release today, we’ve had a $2 billion of inflows and alternatives, as an example, and that has actually come through what we traditionally called retail channels.

The new products we’ve launched have been everything from long, short funds for the Newton and The Boston Company to multimanager and liquid our strategies that are managed by EACM, which is our fund of hedge fund investment firm and also launched a, we’ll use the term smart data product as well.

So it’s getting us the ability to reach more clients with more products and again it’s benefiting from the great position we already have in those channels. The Dreyfus brand, I think, will grow with our expansion here and any changes around branding – those are certain things we talked about. Gerald, if you want to comment..

Yes, I guess I have one more comment, Luke, and that is we’re not totally relying on the Dreyfus brand and so the other boutique brands, which have strong names in their own right, are being put on the various channels and various platforms around the world.

And so, pick a name; a Newton, a Walter Scott, The Boston company, Standish, all have branding name recognition in their category space and placing those more aggressively on third-party platform is part of the goal here and I think they have good names in order group of assets..

And maybe the last one on this question is, we actually have a BNY Mellon fund family outside the U.S. It’s quite large and actually inside the U.S., it’s about $80 billion north of assets. It’s been primarily used as the way that our wealth management business has managed mutual funds. So trying to assess that, long-term assets is about $66 billion.

The Wealth Management in the U.S. being Mellon family is slight around $80 billion and there’s north of $70 billion outside the U.S. So being Mellon brand globally actually is in pretty good condition.

And then I would also tell you one of the places that we are very excited about is the ability to connect with our brethren in the Pershing organization who are reaching the RIA and the independent broker/dealer network.

That’s substantially more clients and it’s actually a very difficult – quite challenge to reach unless you have the ability to partner with our firm with Pershing and call list they have with those clients. So a lot of opportunity here, we’re excited about it, it will obviously take sometime. We’ve been making investment center.

We went a little over a year ago actually we had our board and management team here and approve this investment and we’re excited about progress we’re making already, the teams working very hard in coming together. you may have seen we made senior hire recently, and those people are very important to helping build the brand that we’ll market..

Very helpful, thank you very much..

Thank you. The next question is from Ken Usdin with Jefferies..

Hi, thanks. Good morning..

Good morning ken..

I was wondering or I’m sorry, just for anyone is most relevant. The new business wins on the custody study side, it’s kind of been running at sub 200 for a couple of quarters.

Now, just wondering because it’s flavor for the business pipeline on the asset servicing side, whether it’s a market effect or whether it is changes to the marketplace and how you are pipelines working?.

Tim, why don’t you take that..

Sure. Hi, Ken, Tim Keaney. We look at it Ken, both on an asset basis and revenue. I’d say it’s actually been pretty consistent particularly on the revenue side for the last six quarters we saw.

And I think it’s reflecting something we’ve talked about on the last few quarterly calls and we’ll shift in non-AUC/A types of business things like our transfer agency business or sub transfer agency or subaccoutning business and middle office outsourcing, which now is about a third of our pipeline and has been consistently slow now for the last several quarters as insurance companies and asset managers looked outsource.

So, I wouldn’t be overly concerned about that sub 200 number, I feel pretty good about the consistency of the revenue and it’s sign of the mix.

And the overall point on the sales pipeline it’s about $2 trillion state tax been not quite a high water mark, but a very, very strong pipeline both in asset servicing and I would also Brian Shea say in Pershing..

Okay. Secondly, just Todd, to your points on the NII front, I’m just wondering you saw a decent decline in your earning asset yields, and I hear your points about keeping duration short.

But, can you just talk to us how you’re balancing the rate environment with the longer-term asset sensitivity and where you’re kind of new investments are versus your rolling-off rate?.

Yes. We’re probably going to achieve a little more in the loan book. So that’s one of things that you see pick up. As we’ve seen a little bit of the decline in cash at central banks as well as Interbank placements.

So that’s rolling into the secured loan book that we talked about and it offset some of the slight spread tightening that we’ve seen just from, generally from narrower spread.

We are taking a hard look at the investment securities book now and given the new regulations that are meant to go into effect next year; we will probably need to reposition that book a bit.

And there are certain types of asset that will become more attractive to us such as commercial mortgage-backed securities, we’ll probably hold a little less of certain high quality asset-backed securities.

We have to think about what we might want to do with communities for example because of how they get treated? Today, we’ve actually build up a bit of a short-term treasury portfolio as well. Just to be defensive in case interest rates ever actually went south or the interest on accessories go south in the short-term.

We don’t think that’s going to happen, but it’s the defensive position with very little risk. So we actually came in the middle of analyzing exactly what we were ultimately going to look like..

Okay and did some tough driver answer today, but is that something that we’ll hear about you think in a quarter or two or is that something that will evolve over the next year or so and how do we get the sense of what the net effect of that all might be from an income statement perspective..

Right now, we are thinking it’s probably neutral. So I will give you that much guidance but we’ll give, this is one of the reasons that we targeted the late fall holding Investors Conference to give clarity around this, also around the capital implications, the balance sheet and so forth and some of our other strategies.

So it fits pretty neatly into that timing..

Okay. And then just last two quick clean-ups together.

Do you have the accretion number this quarter and also was there anything notable in the nice reduction you saw in other expense?.

The accretion and there are really two things that are helping us, they are actually negatively impacting the net interest margin; one is the accretion and both on year-over-year and sequential basis it’s about $5 million, and the other is the amortization of the premium.

And on year-over-year basis there was about $11 million so that's about $16 million impact, a little less than sequentially. And so that's what’s driving some of that number, I don’t expect that to change too much, so accretion should be kind of in that ballpark as we see these securities just continue the kind of burn off over time.

Nothing particular notable in the other side, we did have a litigation recovery or release from our provision of about $12 million and so that’s one of the beneficiaries there, other than that everything is pretty well controlled in the other category..

Okay great. Thanks a lot guys..

Thank you. The next question is from Cynthia Mayer with Bank of America Merrill Lynch..

Hi, thanks a lot. So a question on the Corporate Trust you mentioned the run-off the higher margin securitization over the next 12 to 18 months, and I was wondering if you can give us a sense of the magnitude of the revenues associated with that, and I saw for instance that your services were down about $8 million sequentially.

Is that typical of the kind of step down, we could expect, or do you expect it to occur evenly, any color will be great..

Todd?.

Cynthia what we’ve in terms of fee revenue, what we’ve explained or we’ve disclosed is that we expect about a half of 1% of our total revenue to step down as a kind of the net run-off impact.

So somewhere in the vicinity of $50 million to $75 million a year and within issuer services there are really two businesses now, there is depository receipts and there is Corporate Trust, and it’s depository receipts actually did a little bit better and Corporate Trust is the difference so pretty consistent with the guidance that we’ve previously given..

Okay, so you expect that to basically to bottom out after 18 months and then be steady?.

Yes, there is a lot of these securitizations were in the ballpark of 10 years or so and so a lot of them were constructed back in 2006 and 2007, so we’ll get to that end point, and I think the other thing to note is there is not a lot of reduction in expenses that comes, but you still have to do the same service and even though it’s just on a small base..

And I will point out, we are getting more than our fair share of the new issuance market and we are seeing some CLO pickup activity in the CLO space, where bid encouraged that the housing market will see some recovering securities coming ahead of that.

So I think we are bit more optimistic about seeing some new business come on to hopefully shorten that timeframe but it really depends on the markets recovering and new securities being issued.

So the proposals that are currently coming out of the senate are looking for a private solution at least in terms of the securitization market which will present opportunities for us in our corporate trust functions, again that – those and that’s going to actually be passed, but it’s at least going to see some indication of what the future might look like..

Okay and then just a small one on set landing, I know you are planning a big business, but look like the market value of securities on loan was up quite a bit, sequentially what’s behind that and how do you see that business.

Is it ever going to recuperate the past levels do you think?.

Yes, Cynthia. There was a very nice pick up, in securities that on loan picked up during the quarter and we are taking some action on our own parts to put some securities out in the marketplace and satisfy client demand. So, and we are optimistic we’ll see that the rate of growth will continue to improve. Spreads are very low, but the volumes are up.

So we’ll take it..

Okay thank you..

.

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:.

Hello there. A quick question on the asset from the cost of the growth which seems to be lacking some of the peers groups.

So I guess the question If I to have is, if your customers are very satisfied you mentioned the Global Custody survey where you came out well, why isn’t that translating into stronger growth in asset under custody and do you want to change that?.

Thomas P. Gibbons:.

:.

And you mentioned the need for price discipline and not chasing every piece of business.

What are the areas where you think competition is particularly in terms of the movement?.

Tim, why don’t you take that one?.

Timothy F. Keaney:.

Those are paying off. So it’s about doing more with the largest clients but it is still very tough price competition at the high end of the market..

Thanks. .

Thank you. The next question is from Robert Lee with KBW. .

Thank you. Good morning..

Good morning..

Question really focusing on asset servicing and understanding that your underlying mix is, I believe, skewed towards fixed income and cash. So you don’t necessarily get the full benefit of the market lift. But now we’ve had a, I guess, pretty strong past year kind of at least equity market tailwinds.

It does seem like business activity has been reasonably active and I think the 4% year-over-year growth excluding sec lending.

So what does it take really to get that business kind of to a faster growth rate or high single-digits? Is it just structurally just even with some good tailwinds that structurally it’s really just kind of in this low single-digit growth business or is there something else that we’re not seeing that you think is really weighing on that particular revenue line?.

Robert, Tim Keaney again. I think if you pull out securities lending, which is probably the more helpful way to look at it, you’d see fees in asset servicing up 5% year-on-year and 2% sequentially, very closely aligned with sort of AUC growth. But I think what’s changing in the market is a shift towards financial institutions.

We don’t see a lot of defined benefit pension plan or central bank business moving and that’s a good thing, because we have a big market share there, but they are very slow growers. What’s really been growing the asset servicing business is financial institution.

So mutual funds, banks, brokers and hedge funds and I think that really plays to our strengths, because we’ve been investing in our outsourcing capabilities. Bridgewater is I think a great example of where we’ve been making some big investments.

I mentioned Collateral and FX and I think that’s where the opportunity for us is going to turn as we focus on bundled players that are winners in the consolidating industries that they compete in. When our clients grow, we grow, but it also means we need to continue to invest in the products and services that our clients need.

And those areas are ones that we really believe are going to continue to drive our growth.

And I would also say there is a space that we have a unique position and that we don’t see a lot of our traditional trust bank competitors and that’s where private banks and other financial advisors are getting out of self-clearing and they are looking at Pershing and the platforms that we’ve been investing in there.

That, we believe, over the next year or two is going to be another really bright spot for us. So I guess those two or three things that will be real catalyst for us. And maintaining strong price discipline..

Okay. And maybe just, I know it’s both a question and a suggestion maybe.

You talked about new business wins and you did mention that you’re seeing a lot of business not coming – revenue streams that are tied to AUC or administrative assets, but possibly get a sense for what the revenue impact is on your new business wins if you have $160 billion of active wins.

Should we be thinking enough? Though it’s hard to translate that into what it really means.

Is that $5 million of revenue, $25 million of revenue? So I guess it’s a question or suggestion, it would be great to get some of those kind of metrics in the quarter and kind of the revenue impact of net new business?.

I think Robert, it’s just a point. I’m nodding at Todd here. It’s really hard to answer that question with any specificity because of the business mix and I just will go back and say that question that was asked earlier.

Am I worried at all about the sub-$200 million of AUC/A wins, I’m not we’ve been looking at and quantify what we see the value of the business be in each quarter. And it’s been pretty darn consistent with the last six quarters or so, I don’t know..

Yes, I think I just add the fact that our revenues in asset servicing is closely related to the growth rate than AUC, whether it’s market driven or new business win, I think it’s keeping that correlation pretty tight. .

All right, well, thank you for taking my question..

Welcome..

Thank you. The next question is from Brennan Hawken with UBS..

Good morning..

Good morning. .

Just on the SLR here, a lot of encouraging moments here this quarter. I was just hoping just mechanically may be you could break down the improvement in the SLR to the different components in how much was retained earnings versus daily average balance on the asset side and such.

And also give a reminder or some sort of sense Basel kind of what you intend to run rate above the 5% requirement, I hope..

Okay, sure Brennan. In terms of the break down between capital generation and what I’ll call is the change in the denominator, it’s about half in capital generation and half the change in the denominator. And so the change in the denominator where really two things as the U.S. is moving towards these Basel adoption of the denominator definitions.

What is unfunded commitments get treated using the credit conversion factor that was established under Basel I that was worth about a $20 billion reduction in assets that we have to otherwise have put into our denominator.

And then the rest of it was the change from going from an average calculation of the balance sheet to a month end calculation, so the average of three month ends. So, typically we would see balance sheets grow especially a quarter end so a little bit. And you can see our spot balance sheet versus our average balance sheet is almost always higher.

That was probably worth about $12 billion or $15 billion in assets, so the combination of the two which is just about….

On the Basel part of your question given how much cash we have at central bank, we don’t expect to run much in the way of Basel..

Okay that makes sense. And then on the money market fund business, can you may be give us the sense of the size of the institutional money market business if you have in the U.S. and how much of that is institutional account that institutional book breaks down in between prime versus treasury and other..

Well, virtually all of the money market business is U.S., we really don’t have much in the way of outside the U.S. money market funds. Most of it is sourced through almost 50% of our money market funds come from our cash with servicing encouraging platforms less than one of the positive synergy, is not worth this much right now.

But it is one of positive synergies kind of being associated with large asset servicing book of business. So a lot of the deposits in the money market funds are sourced from internal clients or encouraging platform. That’s the way to think about it so it’s really a U.S. based business..

Back to the split between treasury and client I don’t have a stuff in my head, Gerald..

Yes it moves rapid, and we have a – so let me give you some general answer. So it’s we have a much larger institutional in retail money market business, and a much larger treasury then client compared to many others. Again the numbers you’re rounding, it’s a pretty meaningful treasury business..

Okay. So, if we think about where the market is in those various break down. You guys probably – with its skew more to the treasury side than the product market business..

Yes. Exactly right. And so that’s why you see everything is obviously, with treasury rates at zero….

More yields..

Yes, exactly..

Sure, sure. Thanks, thanks for the color..

Thank you..

Thank you. The next question is from Ashley Serrao with Credit Suisse.

Good morning.

On collateral management, you touched a little bit about the investment you’re making build out the business, but how should we think about the longer-term opportunity for you there? So any color on how much money you’re making from the business today and how the competitive landscape is evolving would be appreciated?.

Okay. We’ve been making investments over the last year, year and a half in that stage. It’s starting to show up in the investment services achieve, it’s one of the contributors to the growth there. We don’t break it out individually.

Right now, we’re seeing more in the segregation category, I being the custodian for the segregated assets around collateral services. At some point, we little start to move into the higher value transformational aspects of collateral services. Doing some secured financing is also been a contributor to the collateral services.

We do see that’s evolving, it’s evolved more slowly than we would have expected as the new laws in regulations are kicking in. We expect this to pick up over the course of time and it’s a global phenomena I might add. So we see opportunities to do this in all parts of the world..

Great. Thanks for the color there. And on the SLR, it could progress this quarter, but as the rule hopefully enters the final inning. What impact do you think the rule as it stands today has on business decisions for you and more probably the industry? And then, just broader update on the global regulatory landscape laws, we appreciate it..

I’ll deal with the SLR question maybe Gerald, you can handle the broader question on the regulatory landscape. In terms of – for I think everybody in the industry and certainly the big institutions. They can be more balance sheet sensitive. So use of the balance sheet is going to come to play with a higher cost.

So that, as we look at any of our businesses, the balance sheet intensive businesses, they are going to come under tighter scrutiny, and can we make the returns, and how do we squeeze the returns out of them. Part of the reason that we frankly we like the investment management business because there is no balance sheet things that comes with that.

So I think that is a question that we – that all large financial institutions are dealing with right now. Gerald, I don’t know, if you want to comment on the regulatory..

Well. The regulatory fronts and I guess the thing that’s challenging for all of us is, the lack of harmonization across the regulatory environment with Basel adopts the U.S. has a different standard, U.K. has different standard, the ECB has a different standard.

It’s particularly challenging to all of us to determine what's the right mix of businesses and use of balance sheet or not, with these changing environment. We’re starting to get a little more clarity around it.

And it’s – we’re certainly very focused as the company around making sure our business model performs well in the new environment, other firms are going to the same decision making process. I think as Todd pointed out anything that’s balance sheet intensive is either to shrink or get priced up.

And I think that’s one of the things the regulators are looking for, is to make sure risk is peripherally placed in the marketplace or stop doing the activity and so I think that’s going to be some of the changes you see more broadly across the industry. .

Great, thanks for taking my questions..

Thank you. The next question is from Rob Rutschow with CLSA..

Hi, good morning, thanks for taking my question. The first question is on expenses, you had close to a 10% decline in the employee benefit expenses sequentially.

And if I’m reading the numbers right, you also eliminated and some liability for capital purposes so, with the sequential change just through to a change in assumptions or is there something else you’re doing there that allows you to produce those things and expenses..

Rob, the reduction in the pension expense is the combination of the – there is nothing unusual there. The plan has been to define benefit plan, it’s largely driven by I should say by the define benefit plan. The defined benefit plan was frozen two dimensions quite a few years ago.

And the year-over-year changes first time that we actually saw interest rates go up quite a few years as the discount factor on the liability. That in combination with the very strong underlying performance with the assets the seasonal fund. Even though we reduce what we estimate our go forward returns in R&D.

That reduced our pension expense we estimated by about, it should be by about $100 million this year. So $25 million or quarters so that’s marginally the driver of what’s you are seeing on the benefit side..

Okay, that’s helpful. The follow-up question would be on the, I don’t know if you guys have provided this or we can – what would be your total regulatory expense, and is there any way to segment that between servicing investment management. Thank you..

Yes, we have not disclosed a specific number except for the cost of actually compliant with Tri-Party Reforms, where we have seen our expenses in that particular unit run rate go up, it’s not exclusively related to Tri-Party Reform but most of it is by over $70 million.

There is very limited impact in the investment management space around regulatory, it’s almost all investment services related. .

Thank you. The next question is from….

Wendy, we have time for one more question..

The final question is from Jim Mitchell with Buckingham Research..

Hi, good morning. Maybe I could just ask about the TR business, and it looks like M&A is picking up cross border IPO activity seems to be picking up. Can you discuss that the pipeline, I guess and relative to the similar week results this quarter is just a little too early to tell.

How do you think of that going forward?.

Yes, let me start just by referring to this quarter, Jim it actually wasn’t a bad quarter. We saw some decent corporate actions and revenues weren’t too bad. So when you look at the issue with services downward, that’s masked by the weaker performance in Corporate Trust that we discussed..

It’s sponsored programs I guess for now, this quarter..

Some of the sponsored programs are down mainly because of our own choice. We're just being again more disciplined - the category being more disciplined around the pricing of working with different programs where our market share is still holding in roughly 60% category. So you're just seeing a slight decline in number of programs.

It's not a big deal and it's really that we've been proactively managing it..

And in terms of the outlook..

The outlook, as M&A activity picks up and as IPOs pick up around the world, this is an area of the benefit and it’s mostly an emerging markets business. And so, as you’re seeing activity in that space DRs will clearly benefit from it. Corporate actions and M&A are the big revenue drivers for this business.

That necessarily with day-to-day trading, although that’s the foundation of it, all those things that you mentioned really turbo-charged the revenues in that business. So we’re optimistic as you are..

Okay, great. And then on the – quick follow-up on the capital ratio. I noticed that your Tier 1 common on the standardized approach rose, I assume with retained earnings, but the advanced approach declined by 30 basis points.

Is that simply higher operational risk assumptions or is anything else in there?.

No, that’s largely driven by some of the parameter changes as we got ready to come out of the parallel run. There were some parameter changes around some of our risk-related assets that drove that change..

Okay. All right, thanks..

Great. Thank you..

Well, thank you very much everyone. And before closing the call, I just want to remind you we’ll plan to host an Investor Day in the late fall and there we’ll be able to share more details around our business model and our strategy. So, again, thank you for joining us today and look forward to taking with you.

If you have any questions please follow-up with Andy Clark. Thank you very much everybody..

Thank you. If there are any additional questions or comments, you may contact Mr. Andy Clark at (212) 635-1803. Thank you ladies and gentlemen. This concludes today’s conference call. Thank you for participating..