Financial Section Exhibit 13.1 THE BANK OF NEW YORK MELLON CORPORATION 2017 Annual Report Table of Contents Financial Summary Management s Discussion and Analysis of Financial Condition and Results of Operations: Results of Operations: General Overview Key 2017 and subsequent events Summary of financial highlights Fee and other revenue Net interest revenue Noninterest expense Income taxes Review of businesses International operations Critical accounting estimates Consolidated balance sheet review Liquidity and dividends Commitments and obligations Off-balance sheet arrangements Capital Trading activities and risk management Asset/liability management Risk Management Supervision and Regulation Risk Factors Recent Accounting Developments Business Continuity Supplemental Information (unaudited): Explanation of GAAP and Non-GAAP financial measures (unaudited) Rate/volume analysis (unaudited) Selected Quarterly Data (unaudited) Forward-looking Statements Acronyms Glossary Report of Management on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm Page 2 4 4 5 6 9 12 15 16 16 26 29 35 47 52 53 53 61 63 65 71 88 114 117 118 122 123 124 126 127 131 132 Financial Statements: Consolidated Income Statement Consolidated Comprehensive Income Statement Consolidated Balance Sheet Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Notes to Consolidated Financial Statements: Note 1 - Summary of significant accounting and reporting policies Note 2 - Accounting change and new accounting guidance Note 3 - Acquisitions and dispositions Note 4 - Securities Note 5 - Loans and asset quality Note 6 - Goodwill and intangible assets Note 7 - Other assets Note 8 - Deposits Note 9 - Net interest revenue Note 10 - Income taxes Note 11 - Long-term debt Note 12 - Variable interest entities and securitization Note 13 - Shareholders equity Note 14 - Other comprehensive income (loss) Note 15 - Stock-based compensation Note 16 - Employee benefit plans Note 17 - Company financial information (Parent Corporation) Note 18 - Fair value measurement Note 19 - Fair value option Note 20 - Commitments and contingent liabilities Note 21 - Derivative instruments Note 22 - Lines of business Note 23 - International operations Note 24 - Supplemental information to the Consolidated Statement of Cash Flows Report of Independent Registered Public Accounting Firm Directors, Executive Committee and Other Executive Officers Page 134 136 137 138 139 141 150 151 151 157 163 164 165 166 166 168 168 169 173 173 175 182 185 196 197 201 207 210 210 211 212 Performance Graph Corporate Information 213 Inside back cover
The Bank of New York Mellon Corporation (and its subsidiaries) Financial Summary (dollar amounts in millions, except per common share amounts and unless otherwise noted) 2017 2016 2015 2014 2013 Year ended Dec. 31, Fee and other revenue $ 12,165 $ 12,073 $ 12,082 $ 12,649 $ 11,856 Income from consolidated investment management funds 70 26 86 163 183 Net interest revenue 3,308 3,138 3,026 2,880 3,009 Total revenue 15,543 15,237 15,194 15,692 15,048 Provision for credit losses (24) (11) 160 (48) (35) Noninterest expense 10,957 10,523 10,799 12,177 11,306 Income before income taxes 4,610 4,725 4,235 3,563 3,777 Provision for income taxes 496 1,177 1,013 912 1,592 Net income 4,114 3,548 3,222 2,651 2,185 Net (income) attributable to noncontrolling interests (a) (24) (1) (64) (84) (81) Net income applicable to shareholders of The Bank of New York Mellon Corporation 4,090 3,547 3,158 2,567 2,104 Preferred stock dividends (175) (122) (105) (73) (64) Net income applicable to common shareholders of The Bank of New York Mellon Corporation $ 3,915 $ 3,425 $ 3,053 $ 2,494 $ 2,040 Earnings per share applicable to common shareholders of The Bank of New York Mellon Corporation: Basic $ 3.74 $ 3.16 $ 2.73 $ 2.17 $ 1.74 Diluted $ 3.72 $ 3.15 $ 2.71 $ 2.15 $ 1.73 Average common shares and equivalents outstanding of The Bank of New York Mellon Corporation (in thousands): Basic 1,034,281 1,066,286 1,104,719 1,129,897 1,150,689 Diluted 1,040,290 1,072,013 1,112,511 1,137,480 1,154,441 At Dec. 31 Interest-earning assets $ 316,261 $ 280,332 $ 338,955 $ 317,646 $ 305,169 Assets of operations 371,027 332,238 392,379 376,021 363,244 Total assets 371,758 333,469 393,780 385,303 374,516 Deposits 244,322 221,490 279,610 265,869 261,129 Long-term debt 27,979 24,463 21,547 20,264 19,864 Preferred stock 3,542 3,542 2,552 1,562 1,562 Total The Bank of New York Mellon Corporation common shareholders equity 37,709 35,269 35,485 35,879 35,935 At Dec. 31 Assets under management (in billions) (b) $ 1,893 $ 1,648 $ 1,625 $ 1,686 $ 1,557 Assets under custody and/or administration (in trillions) (c) 33.3 29.9 28.9 28.5 27.6 Market value of securities on loan (in billions) (d) 408 296 277 289 235 Return on common equity (e) 10.8% 9.6% 8.6% 6.8% 5.9% Adjusted return on common equity Non-GAAP (e)(f) 11.4 10.2 9.5 8.1 8.3 Return on tangible common equity Non-GAAP (e)(f)(g) 23.9 21.2 19.7 16.0 15.3 Adjusted return on tangible common equity Non-GAAP (e)(f)(g) 24.4 21.4 20.7 17.6 19.7 Return on average assets 1.14 0.96 0.82 0.67 0.60 Pre-tax operating margin (e) 30 31 28 23 25 Adjusted pre-tax operating margin Non-GAAP (e)(f) 32 33 31 28 28 Fee revenue as a percentage of total revenue 78 79 79 80 78 Percentage of non-u.s. total revenue 36 34 36 38 37 Net interest margin 1.14 1.03 0.96 0.95 1.10 (a) (b) (c) (d) (e) (f) Primarily attributable to noncontrolling interests related to consolidated investment management funds. Excludes securities lending cash management assets and assets managed in the Investment Services business. Includes the assets under custody and/or administration of CIBC Mellon Global Securities Services Company ( CIBC Mellon ), a joint venture with the Canadian Imperial Bank of Commerce, of $1.3 trillion at Dec. 31, 2017, $1.2 trillion at Dec. 31, 2016, $1.0 trillion at Dec. 31, 2015, $1.1 trillion at Dec. 31, 2014 and $1.2 trillion at Dec. 31, 2013. Represents the total amount of securities on loan in our agency securities lending program managed by the Investment Services business. Excludes securities for which BNY Mellon acts as an agent on behalf of CIBC Mellon clients, which totaled $71 billion at Dec. 31, 2017, $63 billion at Dec. 31, 2016, $55 billion at Dec. 31, 2015, $65 billion at Dec. 31, 2014 and $62 billion at Dec. 31, 2013. See Supplemental information Explanation of GAAP and Non-GAAP financial measures beginning on page 118 for the reconciliation of Non-GAAP measures. Non-GAAP information for all periods presented excludes net income attributable to noncontrolling interests of consolidated investment management funds, amortization of intangible assets and merger and integration ( M&I ), litigation and restructuring charges. Non-GAAP information for 2016 and 2015 also excludes the (recovery) impairment charge related to the loan to Sentinel Management Group, Inc. ( Sentinel ). Non-GAAP information for 2014 also excludes the gains on the sales of our equity investment in Wing Hang Bank Limited ( Wing Hang ) and our One Wall Street building, the charge related to investment management funds, net of incentives, and the benefit primarily related to a tax carryback claim. Non-GAAP information for 2013 also excludes the charge related to investment management funds, net of incentives and the net charge related to the disallowance of certain foreign tax credits. (g) Tangible common equity Non-GAAP for all periods presented excludes goodwill and intangible assets, net of deferred tax liabilities, which, at Dec. 31, 2017, have been remeasured at the lower statutory corporate tax rate. 2 BNY Mellon
The Bank of New York Mellon Corporation (and its subsidiaries) Financial Summary (continued) (dollar amounts in millions, except per common share amounts and unless otherwise noted) 2017 2016 2015 2014 2013 Cash dividends per common share $ 0.86 $ 0.72 $ 0.68 $ 0.66 $ 0.58 Common dividend payout ratio 23% 23 % 25% 31% (a) 34% (a) Common dividend yield 1.6% 1.5 % 1.6% 1.6% 1.7% Closing stock price per common share $ 53.86 $ 47.38 $ 41.22 $ 40.57 $ 34.94 Market capitalization (in billions) $ 54.6 $ 49.6 $ 44.7 $ 45.4 $ 39.9 Book value per common share (b) $ 37.21 $ 33.67 $ 32.69 $ 32.09 $ 31.46 Tangible book value per common share Non-GAAP (b)(c) $ 18.24 $ 16.19 $ 15.27 $ 14.70 $ 13.95 Full-time employees 52,500 52,000 51,200 50,300 51,100 Year-end common shares outstanding (in thousands) 1,013,442 1,047,488 1,085,343 1,118,228 1,142,250 Average total equity to average total assets 11.7% 10.7 % 10.2% 10.2% 10.6% Capital ratios at Dec. 31, Consolidated regulatory capital ratios: (d)(e) Standardized: CET1 ratio 11.9% 12.3 % 11.5% 15.0% 14.5% Tier 1 capital ratio 14.2 14.5 13.1 16.3 16.2 Total (Tier 1 plus Tier 2) capital ratio 15.1 15.2 13.5 16.9 17.0 Advanced: CET1 ratio 10.7 10.6 10.8 11.2 N/A Tier 1 capital ratio 12.7 12.6 12.3 12.2 N/A Total (Tier 1 plus Tier 2) capital ratio 13.4 13.0 12.5 12.5 N/A Leverage capital ratio (e) 6.6 6.6 6.0 5.6 5.4 Supplementary leverage ratio (e) 6.1 6.0 5.4 N/A N/A BNY Mellon shareholders equity to total assets ratio 11.1 11.6 9.7 9.7 10.0 BNY Mellon common shareholders equity to total assets ratio 10.1 10.6 9.0 9.3 9.6 Selected regulatory capital ratios - fully phased-in Non-GAAP (f): Estimated CET1 ratio (d): Standardized Approach 11.5 11.3 10.2 10.6 10.6 Advanced Approach 10.3 9.7 9.5 9.8 11.3 Estimated SLR 5.9 5.6 4.9 4.4 N/A (a) The common dividend payout ratio was 25% for 2014 after adjusting for increased litigation expense, and 26% for 2013 after adjusting for the net impact of the U.S. Tax Court s decisions regarding certain foreign tax credits. (b) See Supplemental information Explanation of GAAP and Non-GAAP financial measures beginning on page 118 for the reconciliation of Non-GAAP measures. (c) Tangible book value Non-GAAP for all periods presented excludes goodwill and intangible assets, net of deferred tax liabilities, which, at Dec. 31, 2017, have been remeasured at the lower statutory corporate tax rate. (d) Risk-based capital ratios at Dec. 31, 2014 and Dec. 31, 2013 do not reflect the adoption of accounting guidance related to Consolidations (ASU 2015-02). At Dec. 31, 2014, risk-based capital ratios include the net impact of the total consolidated assets of certain consolidated investment management funds in risk-weighted assets ( RWAs ). These assets were not included in the Dec. 31, 2013 risk-based ratios. The leverage capital ratio was not impacted. (e) At Dec. 31, 2017, Dec. 31, 2016, Dec. 31, 2015 and Dec. 31, 2014, the Common Equity Tier 1 ( CET1 ), Tier 1 and Total risk-based consolidated regulatory capital ratios are based on Basel III components of capital, as phased-in, and credit risk asset risk-weightings using the U.S. capital rules advanced approaches framework (the Advanced Approach ). The leverage capital ratio is based on Basel III s definition of Tier 1 capital, as phased-in, and quarterly average assets. The Supplementary Leverage Ratio ( SLR ) is based on Tier 1 capital, as phased-in, and quarterly average assets and certain off-balance sheet exposures. The capital ratios at Dec. 31, 2013 are based on Basel I rules (including Basel I Tier 1 common in the case of the CET1 ratio). For additional information on these ratios, see Capital beginning on page 53. (f) The estimated fully phased-in CET1 and SLR ratios (Non-GAAP) are based on our interpretation of the U.S. capital rules, which are being gradually phased-in over a multi-year period. For additional information on these Non-GAAP ratios, see Capital beginning on page 53. BNY Mellon 3
Management s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations General In this Annual Report, references to our, we, us, BNY Mellon, the Company and similar terms refer to The Bank of New York Mellon Corporation and its consolidated subsidiaries. The term Parent refers to The Bank of New York Mellon Corporation but not its subsidiaries. BNY Mellon s actual results of future operations may differ from those estimated or anticipated in certain forward-looking statements contained herein for reasons which are discussed below and under the heading Forward-looking Statements. When used in this Annual Report, words such as estimate, forecast, project, anticipate, likely, target, expect, intend, continue, seek, believe, plan, goal, could, should, would, may, might, will, strategy, synergies, opportunities, trends, future and words of similar meaning, may signify forward-looking statements. Certain business terms and commonly used acronyms used in this Annual Report are defined in the Glossary and Acronyms sections. The following should be read in conjunction with the Consolidated Financial Statements included in this report. Investors should also read the section titled Forward-looking Statements. How we reported results Throughout this Annual Report, certain measures, which are noted as Non-GAAP financial measures, exclude certain items or otherwise include components that differ from U.S. generally accepted accounting principles ( GAAP ). BNY Mellon believes that these measures are useful to investors because they permit a focus on period-to-period comparisons using measures that relate to our ability to enhance revenues and limit expenses in circumstances where such matters are within our control or because they provide additional information about our ability to meet fully phased-in capital requirements. Certain immaterial reclassifications have been made to prior periods to place them on a basis comparable with the current period presentation. See Supplemental information - Explanation of GAAP and Non-GAAP financial measures beginning on page 118 for a reconciliation of financial measures presented on a Non-GAAP basis. See Net interest revenue, including the Average balances and interest rates beginning on page 12 for information on measures presented on a fully taxable equivalent ( FTE ) basis. Also see Capital beginning on page 53 for information on our fully phased-in capital requirements. Overview Established in 1792 by Alexander Hamilton, we were the first company listed on the New York Stock Exchange (NYSE: BK). With a more than 225-year history, BNY Mellon is a global company that manages and services assets for financial institutions, corporations and individual investors in 35 countries and more than 100 markets. BNY Mellon has two business segments, Investment Management and Investment Services, which offer a comprehensive set of capabilities and deep expertise across the investment lifecycle, which enables the company to provide solutions to buy-side and sellside market participants, as well as leading institutional and wealth management clients globally. Investment Management provides investment management services to institutional and retail investors, as well as investment management, wealth and estate planning and private banking solutions to high net worth individuals and families, and foundations and endowments. Investment Services provides business and technology solutions to financial institutions, corporations, public funds and government agencies, including: asset servicing (custody, foreign exchange, fund services, broker-dealer services, securities finance, collateral management and liquidity services), clearing services, issuer services (depositary receipts and corporate trust) and treasury services (global payments, trade finance and cash management). As of Dec. 31, 2017, BNY Mellon had $33.3 trillion in assets under custody and/or administration ( AUC/ A ), and $1.9 trillion in assets under management ( AUM ). In 2017, the Company delivered 18% 4 BNY Mellon
Results of Operations (continued) growth in earnings per share and increased the return on common equity to nearly 11% year-over-year. The Company continues to prioritize investments in technology and operations to increase resiliency, improve efficiency and reduce risk. Excellence in risk management is essential. The Company maintains strong capital and liquidity positions to support the Company s business activities and client needs. As a U. S. Global Systemically Important Bank ( G- SIB ), BNY Mellon is required to be in compliance with various capital ratios. At Dec. 31, 2017, the Advanced Approach CET1 ratio of 10.7% was above the minimum requirement of 6.5%. The Company expects the CET1 ratio to remain at least 100 basis points above the regulatory minimum requirement plus the applicable buffers. The Company is subject to the SLR. At Dec. 31, 2017, the estimated fully phased-in SLR (Non- GAAP) of 5.9% was above the regulatory minimum of 5.0%. The Company currently expects to maintain an SLR ratio of at least 50 basis points above the regulatory minimum requirement plus the applicable buffer. The Company s liquidity position remained strong in 2017. The liquidity coverage ratio ( LCR ) averaged 118% in the fourth quarter and met the 100% fully phased-in regulatory requirement. The Company prioritizes maintaining balance sheet strength in order to deploy capital efficiently to fuel future growth and return value to shareholders. In 2017, we returned $3.6 billion to shareholders, consisting of $901 million in common stock dividends and $2.7 billion in share repurchases. Key 2017 and subsequent events Tax Cuts and Jobs Act of 2017 In December 2017, the Tax Cuts and Jobs Act of 2017 (hereinafter referred to as the U.S. tax legislation or the Tax Act ) was signed into law in the United States. The U.S tax legislation significantly alters the tax landscape by reducing the corporate federal tax rate to 21% from 35% and shifting to a partial territorial tax system instead of a worldwide tax system, among other changes. The transition to the new tax system triggers a one-time repatriation tax on undistributed earnings of certain foreign subsidiaries. U.S. GAAP requires companies to recognize the effect of tax law changes on deferred tax assets and liabilities and other recognized assets in the period of enactment. As a result, the effects of the U.S. tax legislation were reflected in the fourth-quarter 2017 financial statements resulting in an estimated $427 million or $0.41 per common share increase in net income. The U.S. tax legislation had a negative impact on regulatory capital, resulting in a $551 million decrease in the numerator of CET1, Tier 1 and Total capital ratios. Our estimate of the impact of the U.S. tax legislation is based on certain assumptions and our current interpretation of the Tax Cuts and Jobs Act, and may change, possibly materially, as we refine our analysis and as further information becomes available. See Recent Accounting Developments and Note 10 of the Notes to Consolidated Financial Statements for additional information. Charles W. Scharf named chief executive officer and chairman; Gerald L. Hassell, former chairman retired In July 2017, Charles W. Scharf was appointed chief executive officer and member of the board of directors of the Company. Effective Jan. 1, 2018, Mr. Scharf became chairman of the board of directors. Mr. Scharf succeeds Gerald L. Hassell, who retired at the end of 2017. Additional changes to leadership team The following leadership changes were also effective on Jan. 1, 2018. Thomas ( Todd ) P. Gibbons, previously the Chief Financial Officer, was appointed Chief Executive Officer of Clearing, Markets and Client Management. Mr. Gibbons remains on the Executive Committee. Michael P. Santomassimo was appointed Chief Financial Officer, succeeding Mr. Gibbons, and joined the Executive Committee. Mr. Santomassimo previously served as the Chief Financial Officer of Investment Services since July 2016. BNY Mellon 5
Results of Operations (continued) See Directors, Executive Committee and Other Executive Officers on page 212 for a list of the Company s leadership team. Resolution plan As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd- Frank Act ), the Parent must submit periodically to the Board of Governors of the Federal Reserve System ( Federal Reserve ) and the Federal Deposit Insurance Corporation ( FDIC ) a plan for its rapid and orderly resolution in the event of material financial distress or failure. In December 2017, based on their review of our 2017 resolution plan, the agencies jointly decided that the Parent s 2017 resolution plan satisfactorily addressed the identified shortcomings in its prior resolution plan. The agencies found no deficiencies or shortcomings in BNY Mellon s 2017 plan. The public portion of our 2017 resolution plan is available on the Federal Reserve s and FDIC s websites. Also, in September 2017, the Federal Reserve and FDIC extended the filing deadline by one year to July 1, 2019 for the Parent s next resolution plan. In connection with our single point of entry resolution strategy, we have established BNY Mellon IHC, LLC, a wholly owned direct subsidiary of the Parent, (the IHC ), to facilitate the provision of capital and liquidity resources to certain key subsidiaries in the event of material financial distress or failure. In the second quarter of 2017, we entered into a binding support agreement that requires the IHC to provide that support. See Liquidity and dividends beginning on page 47 for additional information. Disposition of CenterSquare Investment Management In January 2018, we completed the sale of CenterSquare Investment Management ( CenterSquare ), one of our Investment Management boutiques, and recorded a small gain on the transaction. CenterSquare had approximately $9 billion in AUM in U.S. and global real estate and infrastructure investments. Combination of three U.S. investment managers In November 2017, we announced that we will launch a specialist multi-asset investment manager in 2018. The new business will combine BNY Mellon s three largest U.S. investment managers - Mellon Capital Management ( MCM ), Standish Mellon Asset Management ( Standish ), and The Boston Company Asset Management ( TBCAM ) - to offer institutional and intermediary clients high quality single and multi-asset investment strategies in both active and passive solutions, backed by greater scale in risk management, technology and operations. Capital plan, share repurchase program and increase in cash dividend on common stock In June 2017, BNY Mellon received confirmation that the Federal Reserve did not object to our 2017 capital plan submitted in connection with its Comprehensive Capital Analysis and Review ( CCAR ). Our board of directors subsequently approved the repurchase of up to $2.6 billion of common stock starting in the third quarter of 2017 and continuing through the second quarter of 2018. Additionally, in July 2017, the board of directors approved a 26% increase in the quarterly cash dividend to $0.24 per common share, which was also included in the 2017 capital plan. The first payment of the increased quarterly cash dividend was made on Aug. 11, 2017. Established BNY Mellon Government Securities Services Corp. In the second quarter of 2017, BNY Mellon established BNY Mellon Government Securities Services Corp. ( GSS Corp. ) a U.S.-based wholly owned operating subsidiary that houses the operations and technology supporting our U.S. government securities clearing and settlement and U.S. tri-party repo clearing and settlement services. The board of directors of GSS Corp. provides oversight of business affairs, operational risk and performance, as well as direction on strategic initiatives to drive industryleading practices and processes. The board currently consists of seven members, including three independent members. Summary of financial highlights We reported net income applicable to common shareholders of BNY Mellon of $3.9 billion, or $3.72 per diluted common share, in 2017, including an estimated net benefit related to U.S. tax legislation of $427 million, or $0.41 per common share, and severance, litigation and other charges of $246 6 BNY Mellon
Results of Operations (continued) million, or $0.24 per common share, both recorded in the fourth quarter of 2017. In 2016, net income applicable to common shareholders of BNY Mellon was $3.4 billion, or $3.15 per diluted common share. Highlights of 2017 results AUC/A totaled a record $33.3 trillion at Dec. 31, 2017 compared with $29.9 trillion at Dec. 31, 2016. The 11% increase primarily reflects higher market values, the favorable impact of a weaker U.S. dollar and net new business. (See Investment Services business beginning on page 22.) AUM totaled a record $1.9 trillion at Dec. 31, 2017 compared with $1.6 trillion at Dec. 31, 2016. The 15% increase primarily reflects higher market values, the favorable impact of a weaker U.S. dollar (principally versus the British pound) and net inflows. AUM excludes securities lending cash management assets and assets managed in the Investment Services business. (See Investment Management business beginning on page 18.) Investment services fees totaled $7.5 billion in 2017, an increase of 3% compared with $7.2 billion in 2016, primarily reflecting higher money market fees, equity market values and net new business, including growth in collateral management, partially offset by lost business and lower volumes in certain Depositary Receipts programs. (See Investment Services business beginning on page 22.) Investment management and performance fees totaled $3.6 billion in 2017 compared with $3.4 billion in 2016, an increase of 7%, primarily reflecting higher market values, money market fees and performance fees, partially offset by the unfavorable impact of a stronger U.S. dollar (principally versus the British pound). On a constant currency basis (Non-GAAP), investment management and performance fees increased 8% compared with 2016. (See Investment Management business beginning on page 18.) Foreign exchange and other trading revenue totaled $668 million in 2017 compared with $701 million in 2016. Foreign exchange revenue totaled $638 million in 2017, a decrease of 7% compared with $687 million in 2016. The decrease in foreign exchange revenue primarily reflects lower volatility, partially offset by higher volumes. (See Fee and other revenue beginning on page 9.) Net interest revenue totaled $3.3 billion in 2017 compared with $3.1 billion in 2016, an increase of 5%. The increase primarily reflects higher interest rates, partially offset by lower interestearning assets driven by lower average deposits. Net interest margin was 1.14% in 2017 compared with 1.03% in 2016. Net interest margin (FTE) - Non-GAAP was 1.15% in 2017 compared with 1.05% in 2016. The increase in the net interest margin primarily reflects higher yields on interest-earning assets, partially offset by higher rates paid on interest-bearing liabilities. (See Net interest revenue beginning on page 12.) The provision for credit losses was a credit of $24 million in 2017 and a credit of $11 million in 2016. (See Asset quality and allowance for credit losses beginning on page 43.) Noninterest expense totaled $11.0 billion in 2017 compared with $10.5 billion in 2016. The 4% increase primarily reflects higher staff, software and professional, legal and other purchased services expenses. (See Noninterest expense beginning on page 15.) The provision for income taxes was $496 million (10.8% effective tax rate) in 2017, including the estimated tax benefit of $710 million recorded in the fourth quarter of 2017 related to U.S. tax legislation. (See Income taxes on page 16.) The net unrealized pre-tax loss on our total investment securities portfolio was $85 million at Dec. 31, 2017, compared with a pre-tax loss of $221 million at Dec. 31, 2016, including the impact of related hedges. The decrease in net unrealized pre-tax loss was primarily driven by a decline in long-term interest rates. (See Investment securities beginning on page 36.) Our CET1 ratio calculated under the Advanced Approach was 10.7% at Dec. 31, 2017 and 10.6% at Dec. 31, 2016. The increase primarily reflects CET1 generation, partially offset by the additional phase-in requirements under the U.S. capital rules that became effective Jan. 1, 2017 and the impact of U.S. tax legislation. (See Capital beginning on page 53.) Our estimated CET1 ratio calculated under the Advanced Approach on a fully phased-in basis (Non-GAAP) was 10.3% at Dec. 31, 2017 and 9.7% at Dec. 31, 2016. The increase primarily BNY Mellon 7
Results of Operations (continued) reflects CET1 generation, partially offset by the impact of U.S. tax legislation. U.S. tax legislation had a negative impact on regulatory capital, resulting in a $551 million decrease, driven by the repatriation tax, offset by the tax benefit related to the remeasurement of certain deferred tax liabilities. Our estimated CET1 ratio calculated under the Standardized Approach on a fully phased-in basis (Non-GAAP) was 11.5% at Dec. 31, 2017 and 11.3% at Dec. 31, 2016. (See Capital beginning on page 53.) Results for 2016 In 2016, we reported net income applicable to common shareholders of BNY Mellon of $3.4 billion, or $3.15 per diluted common share. These results were primarily driven by: Investment services fees totaled $7.2 billion in 2016, an increase of 2% compared with $7.1 billion in 2015, primarily reflecting higher money market fees and securities lending revenue, partially offset by the unfavorable impact of lost business on clearing services fees, the unfavorable impact of a stronger U.S. dollar and the downsizing of the UK transfer agency business. Investment management and performance fees totaled $3.35 billion in 2016 compared with $3.44 billion in 2015, a decrease of 3%, due to the unfavorable impact of a stronger U.S. dollar (principally versus the British pound), net outflows of AUM and lower performance fees, partially offset by higher market values and money market fees. Foreign exchange and other trading revenue totaled $701 million in 2016 compared with $768 million in 2015. Foreign exchange revenue totaled $687 million in 2016, a decrease of 8%, compared with $743 million in 2015. The decrease in foreign exchange revenue primarily reflects the impact of clients migrating to lower margin products and lower volumes. The provision for credit losses was a credit of $11 million in 2016 compared with a provision of $160 million in 2015. The provision in 2015 was primarily driven by an impairment charge related to a court decision regarding Sentinel. Noninterest expense totaled $10.5 billion in 2016 compared with $10.8 billion in 2015. The decrease primarily reflects lower expenses in nearly all categories, driven by the favorable impact of a stronger U.S. dollar, lower staff, other, litigation and legal expenses and the benefit of the business improvement process. The decrease was partially offset by higher bank assessment charges, distribution and servicing and software expenses. The provision for income taxes was $1.2 billion (24.9% effective tax rate) in 2016. Results for 2015 In 2015, we reported net income applicable to common shareholders of BNY Mellon of $3.1 billion, or $2.71 per diluted common share. These results were primarily driven by: Investment services fees totaled $7.1 billion primarily reflecting higher asset servicing fees, reflecting growth in collateral, broker-dealer and other asset servicing, and higher clearing services fees, primarily driven by higher mutual fund fees, partially offset by lower treasury services fees. Investment management and performance fees totaled $3.4 billion, primarily reflecting the July 2015 sale of Meriten Investment Management GmbH ( Meriten ) and lower performance fees, partially offset by the impact of the January 2015 acquisition of Cutwater Asset Management ( Cutwater ) and strategic initiatives and higher money market fees and equity market values. Foreign exchange and other trading revenue totaled $768 million primarily reflecting lower volumes in standing instruction programs, which were more than offset by higher volumes in the other trading programs, higher volatility and the impact of hedging activity for foreign currency placements. The provision for credit losses was $160 million, primarily driven by an impairment charge related to a court decision involving Sentinel. Noninterest expense totaled $10.8 billion primarily reflecting lower expenses in nearly all categories, except distribution and servicing and software expenses. The provision for income taxes was $1.0 billion (23.9% effective tax rate) in 2015. 8 BNY Mellon
Results of Operations (continued) Fee and other revenue Fee and other revenue 2017 2016 vs. vs. (dollars in millions, unless otherwise noted) 2017 2016 2015 2016 2015 Investment services fees: Asset servicing (a) $ 4,383 $ 4,244 $ 4,187 3% 1 % Clearing services 1,553 1,404 1,375 11 2 Issuer services 977 1,026 978 (5) 5 Treasury services 557 547 555 2 (1) Total investment services fees 7,470 7,221 7,095 3 2 Investment management and performance fees 3,584 3,350 3,438 7 (3) Foreign exchange and other trading revenue 668 701 768 (5) (9) Financing-related fees 216 219 220 (1) Distribution and servicing 160 166 162 (4) 2 Investment and other income 64 341 316 N/M N/M Total fee revenue 12,162 11,998 11,999 1 Net securities gains 3 75 83 N/M N/M Total fee and other revenue $ 12,165 $ 12,073 $ 12,082 1% % Fee revenue as a percentage of total revenue 78% 79% 79% AUM at period end (in billions) (b) $ 1,893 $ 1,648 $ 1,625 15% 1 % AUC/A at period end (in trillions) (c) $ 33.3 $ 29.9 $ 28.9 11% 3 % (a) Asset servicing fees include securities lending revenue of $195 million in 2017, $207 million in 2016 and $176 million in 2015. (b) Excludes securities lending cash management assets and assets managed in the Investment Services business. (c) Includes the AUC/A of CIBC Mellon of $1.3 trillion at Dec. 31, 2017, $1.2 trillion at Dec. 31, 2016 and $1.0 trillion at Dec. 31, 2015. Fee and other revenue increased 1% compared with 2016. The increase primarily reflects higher investment management and performance fees, clearing services fees and asset servicing fees, partially offset by lower investment and other income and net securities gains. Investment services fees Investment services fees increased 3% compared with 2016 reflecting the following: Asset servicing fees increased 3%, primarily reflecting higher equity market values, net new business, including growth in collateral management, and higher money market fees, partially offset by the downsizing of the UK transfer agency business. Clearing services fees increased 11%, primarily driven by higher money market fees and growth in long-term mutual fund assets. Issuer services fees decreased 5%, primarily reflecting lost business and lower volumes from weaker cross-border settlement activity in Depositary Receipts. Treasury services fees increased 2%, primarily reflecting higher payment volumes, partially offset by higher compensating balance credits provided to clients, which reduces fee revenue and increases net interest revenue. See the Investment Services business in Review of businesses for additional details. Investment management and performance fees Investment management and performance fees increased 7% compared with 2016. The increase primarily reflects higher market values, money market fees and performance fees, partially offset by the unfavorable impact of a stronger U.S. dollar on an average basis (principally versus the British pound). On a constant currency basis (Non-GAAP), investment management and performance fees increased 8% compared with 2016. Performance fees were $94 million in 2017 and $60 million in 2016. Total AUM for the Investment Management business was $1.9 trillion at Dec. 31, 2017, an increase of 15% compared with $1.6 trillion at Dec. 31, 2016. The increase primarily reflects higher market values, the favorable impact of a weaker U.S. dollar (principally BNY Mellon 9
Results of Operations (continued) versus the British pound) and net inflows. Net longterm inflows of $33 billion in 2017 were a result of $50 billion of inflows into actively managed strategies and $17 billion of outflows from index strategies. Net short-term inflows totaled $30 billion in 2017. See the Investment Management business in Review of businesses for additional details regarding the drivers of investment management and performance fees. Foreign exchange and other trading revenue Foreign exchange and other trading revenue (in millions) 2017 2016 2015 Foreign exchange $ 638 $ 687 $ 743 Other trading revenue 30 14 25 Total foreign exchange and other trading revenue $ 668 $ 701 $ 768 Foreign exchange and other trading revenue decreased 5% compared with 2016. Foreign exchange revenue is primarily driven by the volume of client transactions and the spread realized on these transactions, both of which are impacted by market volatility, and the impact of foreign currency hedging activities. In 2017, foreign exchange revenue totaled $638 million, a decrease of 7% compared with 2016. The decrease primarily reflects lower volatility, partially offset by higher volumes. Foreign exchange revenue is primarily reported in the Investment Services business and, to a lesser extent, the Investment Management business and the Other segment. Our custody clients may enter into foreign exchange transactions in a number of ways, including through our standing instruction programs. While the shift of custody clients from our standing instruction programs to other trading options has abated, our foreign exchange revenue continues to be impacted by changes in volume and volatility. For the year ended Dec. 31, 2017, our revenue for all types of foreign exchange trading transactions was $638 million, or 4% of our total revenue, and approximately 27% of our foreign exchange revenue was generated by transactions in our standing instruction programs, compared with 30% in 2016 and 33% in 2015. Total other trading revenue was $30 million in 2017, compared with $14 million in 2016. The increase primarily reflects higher fixed-income trading, partially offset by lower equity and credit derivatives trading. Other trading revenue is reported in all three business segments. Financing-related fees Financing-related fees, which are primarily reported in the Investment Services business and the Other segment, include capital markets fees, loan commitment fees and credit-related fees. Financingrelated fees totaled $216 million in 2017 compared with $219 million in 2016 due in part to lower fees on standby letters of credit. Distribution and servicing fees Distribution and servicing fees earned from mutual funds are primarily based on average assets in the funds and the sales of funds that we manage or administer and are primarily reported in the Investment Management business. These fees, which include 12b-1 fees, fluctuate with the overall level of net sales, the relative mix of sales between share classes, the funds market values and money market fee waivers. Distribution and servicing fees were $160 million in 2017 compared with $166 million in 2016. The decrease primarily reflects fees paid to introducing brokers, partially offset by higher money market fees. Investment and other income The following table provides the components of investment and other income. Investment and other income (in millions) 2017 2016 2015 Corporate/bank-owned life insurance $ 153 $ 149 $ 139 Expense reimbursements from joint venture 64 67 63 Lease-related gains 56 38 45 Equity investment income (loss) 37 (10) (19) Seed capital gains (a) 32 44 35 Asset-related (losses) gains (1) 10 Other (loss) income (277) 43 53 Total investment and other income $ 64 $ 341 $ 316 (a) Excludes the gains (losses) on seed capital investments in consolidated investment management funds which are reflected in operations of consolidated investment management funds, net of noncontrolling interests, and were $37 million in 2017, $16 million in 2016 and $18 million in 2015. 10 BNY Mellon
Results of Operations (continued) Investment and other income includes corporate and bank-owned life insurance contracts, expense reimbursements from our CIBC Mellon joint venture, and gains or losses from lease-related activity, equity investments and other assets, seed capital and other income. Expense reimbursements from our CIBC Mellon joint venture relate to expenses incurred by BNY Mellon on behalf of the CIBC Mellon joint venture. Asset-related gains include real estate, loan and other asset dispositions. Other income primarily includes foreign currency remeasurement gain (loss), other investments, including renewable energy, and various miscellaneous revenues. Investments in renewable energy generate losses in other income that are more than offset by benefits and credits recorded to the provision for income taxes. Investment and other income was $64 million in 2017 compared with $341 million in 2016. The decrease primarily reflects the impact of U.S. tax legislation on our renewable energy investments. The net impact of U.S. tax legislation on renewable energy investments was de minimis to net income, as the pre-tax accounting resulted in a reduction of $279 million to investment and other income, which was offset by the tax benefit from remeasurement of the related deferred tax liability. Net securities gains Net securities gains totaled $3 million in 2017, compared with $75 million in 2016. Net securities gains in 2017 were primarily offset by losses on the sale of certain investment securities. 2016 compared with 2015 Fee and other revenue totaled $12.07 billion in 2016 compared with $12.08 billion in 2015. The slight decrease primarily reflects lower investment management and performance fees and foreign exchange and other trading revenue, partially offset by higher investment services fees and investment and other income. The increase in investment services fees primarily reflects higher asset servicing fees, issuer services fees and clearing services fees driven by higher money market fees and securities lending revenue, partially offset by the unfavorable impact of lost business on clearing services fees, the unfavorable impact of a stronger U.S. dollar and the downsizing of the UK transfer agency business. The decrease in investment management and performance fees primarily reflects the unfavorable impact of a stronger U.S. dollar (principally versus the British pound), net outflows of AUM and lower performance fees, partially offset by higher market values and money market fees. The decrease in foreign exchange and other trading revenue primarily reflects the impact of clients migrating to lower margin products and lower volumes. BNY Mellon 11
Results of Operations (continued) Net interest revenue Net interest revenue 2017 2016 vs. vs. (dollars in millions) 2017 2016 2015 2016 2015 Net interest revenue $ 3,308 $ 3,138 $ 3,026 5% 4% Tax equivalent adjustment 47 51 58 N/M N/M Net interest revenue (FTE) Non-GAAP (a) $ 3,355 $ 3,189 $ 3,084 5% 3% Average interest-earning assets $290,522 $ 303,379 $ 313,763 (4)% (3)% Net interest margin 1.14% 1.03% 0.96% 11 bps 7 bps Net interest margin (FTE) Non-GAAP (a) 1.15% 1.05% 0.98% 10 bps 7 bps (a) Net interest revenue (FTE) Non-GAAP and net interest margin (FTE) Non-GAAP include the tax equivalent adjustments on taxexempt income which allows for comparisons of amounts arising from both taxable and tax-exempt sources and is consistent with industry practice. The adjustment to an FTE basis has no impact on net income. Net interest revenue increased 5% compared with 2016, primarily reflecting higher interest rates, partially offset by lower interest-earning assets driven by lower average deposits. Net interest margin increased 11 basis points compared with 2016, primarily reflecting higher yields on interest-earning assets, partially offset by higher rates paid on interest-bearing liabilities. Average interest-earning assets were $291 billion in 2017 compared with $303 billion in 2016. The decrease primarily reflects lower average interestbearing deposits with the Federal Reserve and other central banks, driven by lower average deposits. Average non-u.s. dollar deposits comprised approximately 30% of our average total deposits in 2017, compared with approximately 20% in 2016. Approximately 45% of the average non-u.s. dollar deposits in 2017, compared with approximately 40% in 2016, were euro-denominated. 2016 compared with 2015 Net interest revenue increased 4% compared with 2015, primarily reflecting an increase in interest rates, partially offset by lower interest-earning assets. The 7 basis point increase in the net interest margin primarily reflects higher yields on interest-earning assets, partially offset by higher rates paid on interestbearing liabilities. 12 BNY Mellon
Results of Operations (continued) Average balances and interest rates 2017 (dollar amounts in millions, presented on an FTE basis) Average balance Interest Average rates Assets Interest-earning assets: Interest-bearing deposits with banks (primarily foreign banks) $ 14,879 $ 120 0.80% Interest-bearing deposits held at the Federal Reserve and other central banks 70,213 319 0.45 Federal funds sold and securities purchased under resale agreements 27,192 423 1.55 Margin loans 14,500 343 2.36 Non-margin loans: Domestic offices: Consumer 9,548 298 3.12 Commercial 20,976 521 2.49 Foreign offices 12,915 258 2.00 Total non-margin loans 43,439 1,077 (a) 2.48 Securities: U.S. government obligations 25,674 425 1.66 U.S. government agency obligations 60,268 1,195 1.98 State and political subdivisions 3,226 100 3.09 Other securities: Domestic offices 9,141 215 2.35 Foreign offices 19,541 150 0.77 Total other securities 28,682 365 1.27 Trading securities (primarily domestic) 2,449 62 2.54 Total securities 120,299 2,147 1.79 Total interest-earning assets $ 290,522 $ 4,429 1.52% Noninterest-earning assets 53,326 Total assets $ 343,848 Liabilities Interest-bearing liabilities: Interest-bearing deposits: Domestic offices: Money market rate accounts $ 7,510 $ 4 0.06% Savings 932 7 0.79 Demand deposits 5,892 14 0.24 Time deposits 32,574 82 0.25 Total domestic offices 46,908 107 0.23 Foreign offices: Banks 13,185 62 0.47 Government and official institutions 5,880 9 0.16 Other 77,150 (16) (0.02) Total foreign offices 96,215 55 0.06 Total interest-bearing deposits 143,123 162 0.11 Federal funds purchased and securities sold under repurchase agreements 19,653 225 1.14 Trading liabilities 1,243 7 0.57 Other borrowed funds: Domestic offices 1,113 21 1.86 Foreign offices 803 5 0.67 Total other borrowed funds 1,916 26 1.36 Commercial paper 2,630 29 1.08 Payables to customers and broker-dealers 18,984 64 0.34 Long-term debt 27,424 561 2.05 Total interest-bearing liabilities $ 214,973 $ 1,074 0.50% Total noninterest-bearing deposits 71,664 Other noninterest-bearing liabilities 16,932 Total liabilities 303,569 Temporary equity Redeemable noncontrolling interests 180 Permanent equity Total BNY Mellon shareholders equity 39,687 Noncontrolling interests 412 Total permanent equity 40,099 Total liabilities, temporary equity and permanent equity $ 343,848 Net interest revenue (FTE) Non-GAAP $ 3,355 Net interest margin (FTE) Non-GAAP 1.15% Less: Tax equivalent adjustment (b) 47 Net interest revenue $ 3,308 Net interest margin 1.14% Percentage of assets attributable to foreign offices (c) 30% Percentage of liabilities attributable to foreign offices (c) 35 Note: Interest and average rates were calculated on a taxable equivalent basis using dollar amounts in thousands and actual number of days in the year. (a) Includes fees of $9 million in 2017. Non-accrual loans are included in average loans; the associated income, which was recognized on a cash basis, is included in interest income. (b) The tax equivalent adjustment relates to tax-exempt securities, primarily state and political subdivisions, based on the U.S. federal statutory tax rate of 35%, adjusted for applicable state income taxes, net of the related federal tax benefit. (c) Includes the Cayman Islands branch office. BNY Mellon 13
Results of Operations (continued) Average balances and interest rates (continued) 2016 2015 (dollar amounts in millions, presented on an FTE basis) Average balance Interest Average rates Average balance Interest 14 BNY Mellon Average rates Assets Interest-earning assets: Interest-bearing deposits with banks (primarily foreign banks) $ 14,704 $ 104 0.70% $ 20,531 $ 104 0.51% Interest-bearing deposits held at the Federal Reserve and other central banks 80,593 198 0.25 83,029 170 0.20 Federal funds sold and securities purchased under resale agreements 25,767 233 0.91 23,384 147 0.63 Margin loans 18,201 265 1.46 19,917 207 1.04 Non-margin loans: Domestic offices: Consumer 8,483 259 3.05 7,145 217 3.03 Commercial 21,820 417 1.91 19,647 346 1.76 Foreign offices 13,177 197 1.50 13,963 164 1.18 Total non-margin loans 43,480 873 (a) 2.01 40,755 727 (a) 1.78 Securities: U.S. government obligations 25,074 378 1.51 25,904 378 1.46 U.S. government agency obligations 56,384 986 1.75 55,044 967 1.76 State and political subdivisions 3,703 110 2.96 4,712 128 2.73 Other securities: Domestic offices 12,326 210 1.71 14,644 302 2.06 Foreign offices 20,664 206 1.00 22,889 176 0.77 Total other securities 32,990 416 1.26 37,533 478 1.27 Trading securities (primarily domestic) 2,483 63 2.56 2,954 78 2.65 Total securities 120,634 1,953 1.62 126,147 2,029 1.61 Total interest-earning assets $ 303,379 $ 3,626 1.20% $ 313,763 $ 3,384 1.08% Noninterest-earning assets 55,098 58,424 Total assets $ 358,477 $ 372,187 Liabilities Interest-bearing liabilities: Interest-bearing deposits: Domestic offices: Money market rate accounts $ 7,780 $ 4 0.06% $ 7,272 $ 6 0.08% Savings 1,191 4 0.37 1,312 4 0.28 Demand deposits 2,520 7 0.28 2,792 6 0.23 Time deposits 43,056 26 0.06 44,162 14 0.03 Total domestic office 54,547 41 0.08 55,538 30 0.06 Foreign offices: Banks 13,130 12 0.09 16,626 10 0.06 Government and official institutions 4,159 0.01 5,591 Other 85,110 (37) (0.04) 87,341 (3) Total foreign offices 102,399 (25) (0.02) 109,558 7 0.01 Total interest-bearing deposits 156,946 16 0.01 165,096 37 0.02 Federal funds purchased and securities sold under repurchase agreements 14,489 36 0.25 16,452 (6) (0.04) Trading liabilities 711 6 0.89 634 9 1.39 Other borrowed funds: Domestic offices 93 4 4.15 162 4 2.77 Foreign offices 753 4 0.51 652 5 0.71 Total other borrowed funds 846 8 0.91 814 9 1.12 Commercial paper 1,337 5 0.37 1,549 2 0.10 Payables to customers and broker-dealers 16,925 12 0.07 11,649 7 0.06 Long-term debt 23,334 354 1.52 20,832 242 1.16 Total interest-bearing liabilities $ 214,588 $ 437 0.20% $ 217,026 $ 300 0.14% Total noninterest-bearing deposits 82,712 86,338 Other noninterest-bearing liabilities 21,928 29,959 Total liabilities 319,228 333,323 Temporary equity Redeemable noncontrolling interests 182 240 Permanent equity Total BNY Mellon shareholders equity 38,489 37,812 Noncontrolling interests 578 812 Total permanent equity 39,067 38,624 Total liabilities, temporary equity and permanent equity $ 358,477 $ 372,187 Net interest revenue (FTE) Non-GAAP $ 3,189 $ 3,084 Net interest margin (FTE) Non-GAAP 1.05% 0.98% Less: Tax equivalent adjustment (b) 51 58 Net interest revenue $ 3,138 $ 3,026 Net interest margin 1.03% 0.96% Percentage of assets attributable to foreign offices (c) 29% 30% Percentage of liabilities attributable to foreign offices (c) 36 37 Note: Interest and average rates were calculated on a taxable equivalent basis using dollar amounts in thousands and actual number of days in the year. (a) Includes fees of $10 million in 2016 and $21 million in 2015. Non-accrual loans are included in the average loans; the associated income, which was recognized on a cash basis, is included in interest income. (b) The tax equivalent adjustment relates to tax-exempt securities, primarily state and political subdivisions, based on the U.S. federal statutory tax rate of 35%, adjusted for applicable state income taxes, net of the related federal tax benefit. (c) Includes the Cayman Islands branch office.