Financial Section Exhibit 3. THE BANK OF NEW YORK MELLON CORPORATION Annual Report Table of Contents Financial Summary Page 2 Management s Discussion and Analysis of Financial Condition and Results of Operations: Results of Operations: General Overview Key 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 4 4 6 6 9 2 5 6 6 26 29 36 47 52 53 53 6 63 65 7 90 7 20 2 27 28 29 3 32 Page 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 - Summary of significant accounting and reporting policies Note 2 - Acquisitions and dispositions Note 3 - Securities Note 4 - Loans and asset quality Note 5 - Goodwill and intangible assets Note 6 - Other assets Note 7 - Deposits Note 8 - Net interest revenue Note 9 - Noninterest expense Note 0 - Income taxes Note - Long-term debt Note 2 - Securitizations and variable interest entities Note 3 - Shareholders equity Note 4 - Other comprehensive income (loss) Note 5 - Stock-based compensation Note 6 - Employee benefit plans Note 7 - Company financial information (Parent Corporation) Note 8 - Fair value measurement Note 9 - Fair value option Note 20 - Commitments and contingent liabilities Note 2 - Derivative instruments Note 22 - Lines of business Note 23 - International operations Note 24 - Supplemental information to the Consolidated Statement of Cash Flows 38 40 4 42 43 46 55 56 6 67 68 69 70 70 70 72 73 74 78 79 8 87 89 202 203 207 24 27 27 36 Report of Independent Registered Public Accounting Firm 28 37 Directors, Executive Committee and Other Executive Officers 29 Performance Graph Corporate Information 220 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) Year ended Dec. 3 2,073 Fee and other revenue 26 Income from consolidated investment management funds 3,38 Net interest revenue 5,237 Total revenue () Provision for credit losses 0,523 Noninterest expense 4,725 Income before income taxes,77 Provision for income taxes 3,548 Net income () Net (income) attributable to noncontrolling interests (a) Net income applicable to shareholders of The Bank of New York Mellon 3,547 Corporation (22) Preferred stock dividends Net income applicable to common shareholders of The Bank of New York Mellon 3,425 Corporation Earnings per share applicable to common shareholders of The Bank of New York Mellon Corporation: 3.6 Basic 3.5 Diluted Average common shares and equivalents outstanding (in thousands):,066,286 Basic,072,03 Diluted At Dec. 3 280,332 Interest-earning assets 332,238 Assets of operations 333,469 Total assets 22,490 Deposits 24,463 Long-term debt 3,542 Preferred stock 35,269 Total The Bank of New York Mellon Corporation common shareholders equity At Dec. 3,648 Assets under management (in billions) (b) 29.9 Assets under custody and/or administration (in trillions) (c) 296 Market value of securities on loan (in billions) (d) 9.6% Return on common equity (e) 0.2 Adjusted return on common equity Non-GAAP (e)(f) 2.2 Return on tangible common equity Non-GAAP (e)(f)(g) 2.4 Adjusted return on tangible common equity Non-GAAP (e)(f)(g) 0.96 Return on average assets 3 Pre-tax operating margin (f) 33 Adjusted pre-tax operating margin Non-GAAP (e)(f) 79 Fee revenue as a percentage of total revenue 34 Percentage of non-u.s. total revenue.05 Net interest margin (on a fully taxable equivalent basis) (a) (b) (c) (d) (e) (f) (g) 204 203 2,082 86 3,026 5,94 60 0,799 4,235,03 3,222 (64) 2,649 63 2,880 5,692 (48) 2,77 3,563 92 2,65 (84),856 83 3,009 5,048 (35),306 3,777,592 2,85 (8) 3,58 2,567 (05) 202 2,04 (73),448 89 2,973 4,60 (80),333 3,357 842 2,55 (78) 2,437 (64) (8) 3,053 2,494 2,040 2,49 2.73 2.7 2.7 2.5.74.73 2.03 2.03,04,79,2,5,29,897,37,480,50,689,54,44,76,485,78,430 338,955 392,379 393,780 279,60 2,547 2,552 35,485 37,646 376,02 385,303 265,869 20,264,562 35,879 305,69 363,244 374,56 26,29 9,864,562 35,935 292,887 347,745 359,226 246,095 8,530,068 35,346,625 28.9 277 8.6% 9.5 9.7 20.7 0.82 28 3 79 36 0.98,686 28.5 289 6.8% 8. 6.0 7.6 0.67 23 28 80 38 0.97,557 27.6 235 5.9% 8.3 5.3 9.7 0.60 25 28 78 37.3,349 26.3 237 7.0% 8.8 9.3 2.8 0.77 23 29 77 36.2 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 and the Other segment. 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.2 trillion at Dec. 3,,.0 trillion at Dec. 3,,. trillion at Dec. 3, 204,.2 trillion at Dec. 3, 203 and. trillion at Dec. 3, 202. Represents the total amount of securities on loan managed by the Investment Services business. Excludes securities for which BNY Mellon acts as an agent, beginning in 203, on behalf of CIBC Mellon clients, which totaled 63 billion at Dec. 3,, 55 billion at Dec. 3,, 65 billion at Dec. 3, 204 and 62 billion at Dec. 3, 203. See Supplemental information Explanation of GAAP and Non-GAAP financial measures beginning on page 2 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 also excludes a recovery of the previously impaired loan to Sentinel Management Group, Inc. ( Sentinel ). Non-GAAP information for also excludes the impairment charge related to a court decision regarding Sentinel. Non-GAAP information for 204 also excludes the gains on the sales of our investment in Wing Hang Bank Limited ( Wing Hang ) and our One Wall Street building, the benefit primarily related to a tax carryback claim, and the charge related to investment management funds, net of incentives. Non-GAAP information for 203 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. Tangible common equity excludes goodwill and intangible assets and related deferred tax liabilities for all periods presented. 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) Cash dividends per common share Common dividend payout ratio Common dividend yield Closing stock price per common share Market capitalization (in billions) Book value per common share GAAP (b) Tangible book value per common share Non-GAAP (b)(c)(d) Full-time employees Year-end common shares outstanding (in thousands) Average total equity to average total assets Capital ratios at Dec. 3 Consolidated regulatory capital ratios: (e)(f) Standardized: CET ratio Tier capital ratio Total (Tier plus Tier 2) capital ratio Advanced: CET ratio Tier capital ratio Total (Tier plus Tier 2) capital ratio Leverage capital ratio (f) Supplementary leverage ratio (f) BNY Mellon shareholders equity to total assets ratio GAAP (b) BNY Mellon common shareholders equity to total assets ratio GAAP (b) BNY Mellon tangible common shareholders equity to tangible assets of operations ratio Non-GAAP (b)(d) Selected regulatory capital ratios - fully phased-in Non-GAAP (g): Estimated CET ratio (e): Standardized Approach Advanced Approach Estimated SLR (a) (b) (c) (d) (e) (f) (g) 0.72 23%.5% 47.38 49.6 33.67 6.9 52,000,047,488 0.7% 0.68 25 %.6 % 4.22 44.7 32.69 5.27 5,200,085,343 0.2 % 204 203 202 0.66 0.58 0.52 3% (a) 34% (a) 26%.6%.7% 2.0% 40.57 34.94 25.70 45.4 39.9 29.9 32.09 3.46 30.38 4.70 3.95 2.8 50,300 5,00 49,500,8,228,42,250,63,490 0.2% 0.6%.0% 2.3% 4.5 5.2.5 % 3. 3.5 5.0% 6.3 6.9 4.5% 6.2 7.0 3.5% 5.0 6.3 0.6 2.6 3.0 6.6 6.0 0.8 2.3 2.5 6.0 5.4.2 2.2 2.5 5.6 N/A N/A N/A N/A 5.4 N/A N/A N/A N/A 5.3 N/A.6 9.7 9.7 0.0 0. 0.6 9.0 9.3 9.6 9.8 6.7 6.5 6.5 6.8 6.3.3 9.7 5.6 0.2 9.5 4.9 0.6 9.8 4.4 0.6.3 N/A N/A 9.8 N/A The common dividend payout ratio was 25% for 204 after adjusting for increased litigation expense, and 26% for 203 after adjusting for the net impact of the U.S. Tax Court s decisions regarding certain foreign tax credits. See Supplemental information Explanation of GAAP and Non-GAAP financial measures beginning on page 2 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 M&I, litigation and restructuring charges. Non-GAAP information for also excludes a recovery of the previously impaired loan to Sentinel. Non-GAAP information for also excludes the impairment charge related to a court decision regarding Sentinel. Non-GAAP information for 204 also excludes the gains on the sales of our investment in Wing Hang and our One Wall Street building, the benefit primarily related to a tax carryback claim, and the charge related to investment management funds, net of incentives. Non-GAAP information for 203 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. Tangible book value and tangible common shareholders equity exclude goodwill and intangible assets and related deferred tax liabilities for all periods presented. Tangible assets of operations exclude goodwill, intangible assets, assets of consolidated investment management funds and cash deposited with the Federal Reserve and other central banks for all periods presented. Risk-based capital ratios at Dec. 3, and Dec. 3, reflect the adoption of new accounting guidance related to Consolidations (ASU -02). At Dec. 3, 204, risk-based capital ratios include the net impact of the total consolidated assets of certain consolidated investment management funds in risk-weighted assets. These assets were not included in prior periods risk-based ratios. The leverage capital ratio was not impacted. At Dec. 3,, Dec. 3. and Dec. 3, 204, the Common Equity Tier ( CET ), Tier 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 capital, as phased-in, and quarterly average assets. The supplementary leverage ratio ( SLR ) is based on Tier capital, as phased-in, and quarterly average assets and certain off-balance sheet exposures. The capital ratios prior to Dec. 3, 204 are based on Basel I rules (including Basel I Tier common in the case of the CET ratio). For additional information on these ratios, see Capital beginning on page 53. The estimated fully phased-in CET 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, will, strategy, synergies, opportunities, trends 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. See Supplemental information - Explanation of GAAP and Non-GAAP financial measures beginning on page 2 for a reconciliation of financial measures presented in accordance with GAAP to adjusted Non-GAAP financial measures. 4 BNY Mellon See Capital beginning on page 53 for information on our fully phased-in capital requirements. We also present net interest revenue and net interest margin on a fully taxable equivalent ( FTE ) basis. We believe that this presentation 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. Overview The Bank of New York Mellon Corporation was the first company listed on the New York Stock Exchange (NYSE symbol: BK). With a rich history of maintaining our financial strength and stability through all business cycles, BNY Mellon is a global investments company dedicated to improving lives through investing. We manage and service assets for financial institutions, corporations and individual investors in 35 countries and more than 00 markets. As of Dec. 3,, BNY Mellon had 29.9 trillion in assets under custody and/or administration ( AUC/A ), and.6 trillion in assets under management ( AUM ). BNY Mellon is focused on enhancing our clients experience by leveraging our scale and expertise to deliver innovative and strategic solutions for our clients, building trusted relationships that drive value. We hold a unique position in the global financial services industry. We service both the buy-side and sell-side, providing us with distinctive marketplace insights that enable us to support our clients success. BNY Mellon s businesses benefit from global growth in financial assets, the globalization of the investment process, changes in demographics and the continued evolution of the regulatory landscapeeach providing us with opportunities to advise and service clients. Strategy and priorities Our strategy is designed to differentiate our services to create competitive advantages that will deliver value to our clients and shareholders, thereby creating economic value.
Results of Operations (continued) In late 204, we shared our three-year strategic plan, including financial goals, at our Investor Daya plan designed to set us on a path of continuous improvement as we transform our organization to drive growth across the enterprise and power investment success for our clients. Even with geopolitical instability, emerging market weakness, higher regulatory compliance requirements and low interest rates during, we again demonstrated that our strategic plan has positioned us to perform well, delivering 6% growth, or % growth on an adjusted basis (Non-GAAP), in diluted earnings per share year-over-year. With technological change accelerating, regulatory complexities continuing and investor appetites shifting, our plan is poised to continue to deliver increasing and compelling value to our clients. With NEXEN, our next generation digital technology ecosystem, we are leading the digital transformation of BNY Mellon and the services we provide to our clients. NEXEN should provide us with many competitive advantages. It is creating internal efficiencies while reducing costs and increasing speed of delivery, enhancing our clients experience and driving revenue opportunities as we continue to onboard clients to our new digital platform. We are collaborating with clients and leading financial technology startups, or fintechs, to develop and integrate new solutions and services, and attracting top information technology talent through our Innovation Centers worldwide. Importantly, NEXEN is making it easier for clients to do business with us by providing a gateway that will enable access to all of BNY Mellon s services on desktops and mobile devices, anywhere, anytime. Our top priorities, as outlined in our strategic plan, include: driving profitable revenue growth and enhancing the client experience. We are leveraging our expertise and scale, making it easier to do business with us across our digital enterprise, and offering broad-based, innovative solutions to our clients; executing our business improvement processes to increase productivity and effectiveness while controlling expenses, enhancing our efficiency and continuing to rationalize our portfolio of businesses and services; being a strong, trusted counterparty by maintaining our safety and soundness, low-risk business model and strong liquidity and capital positions; generating excess capital and deploying it effectively; and attracting, developing and retaining top talent. In, we continued to execute against these priorities and deliver on our three-year plan. Our key growth initiatives include driving profitable revenue growth by expanding middle-office outsourcing, growing our alternatives servicing business and developing our collateral management services, as well as lowering costs and reducing risks. These efforts will extend into the foreseeable future as we continue to leverage our strengths and unique capabilities while we transform our company to remain a global leader in investment services and investment management. Increasing Safety and Soundness As we execute our strategy, we are continuing to drive efficient regulatory compliance for us and for our clients globally. Excellence in risk management is essential, and we continue to invest in systems and capabilities to comply with evolving global regulations. Maintaining our strong capital position is a priority as we seek to maintain our balance sheet strength and deploy our capital efficiently to fuel future growth and to return value to shareholders. In, we returned 3.2 billion to our shareholders consisting of 778 million in common stock dividends and 2.4 billion in share repurchases. With respect to our capital ratios, we expect the CET ratio to remain at least 00 basis points above the regulatory minimum requirement plus the applicable buffers. As a U.S. G-SIB, we are also subject to the SLR. We currently expect to maintain an SLR ratio of at least 50 basis points above the regulatory minimum requirement plus the applicable buffer. BNY Mellon 5
Results of Operations (continued) Key events Resolution plan In April, the Federal Deposit Insurance Corporation (the FDIC ) and the Board of Governors of the Federal Reserve System (the Federal Reserve ) jointly announced determinations and provided firm-specific feedback on the resolution plans of eight systemically important domestic banking institutions, including BNY Mellon. The agencies determined that the Company s resolution plan was not credible or would not facilitate an orderly resolution under the U.S. Bankruptcy Code, the statutory standard established in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 200 (the Dodd-Frank Act ), and issued a joint notice of deficiencies and shortcomings regarding the Company s plan and the actions that must be taken to address them, which we responded to in an Oct., submission. In December, the agencies jointly determined that our Oct., submission adequately remedied the identified deficiencies. We have devoted significant resources to continue to strengthen our resolvability and our resolution plan, and will deploy additional resources to further that objective in consultation with our regulators. We estimate that our resolution planning may require us to issue incremental unsecured longterm debt above our typical funding requirements to satisfy resource needs in a time of distress. This estimate is subject to change as we further refine our strategy and related assumptions. Currently additional debt is not expected to have a material impact to our financial statements. Capital plan, share repurchase program, preferred stock issuance and increase in cash dividend on common stock In June, BNY Mellon received confirmation that the Federal Reserve did not object to its capital plan submitted to the Federal Reserve in connection with its Comprehensive Capital Analysis and Review ( CCAR ). The board of directors subsequently approved the total repurchase of 2.7 billion worth of common stock over a four-quarter period beginning in the third quarter of and continuing through the second quarter of 207. In connection with our capital plan, in August, BNY Mellon issued billion of noncumulative perpetual preferred stock. This new share repurchase plan replaces all previously authorized share repurchase plans. 6 BNY Mellon We repurchased 30.0 million common shares for.3 billion during the second half of under the current program, including employee benefit plan repurchases. We expect to continue to repurchase shares in the first half of 207 under the capital plan. Also included in the capital plan was a 2% increase in the quarterly cash dividend on common stock, from 0.7 to 0.9 per share. The first payment of the increased quarterly cash dividend was Aug. 2,. Acquisition of Atherton Lane Advisers, LLC In April, BNY Mellon completed the acquisition of the assets of Menlo Park, CA-based Atherton Lane Advisers, LLC, an investment manager with approximately 2.45 billion in AUM and servicer for approximately 700 high net worth clients. Summary of financial highlights We reported net income applicable to common shareholders of 3.4 billion, or 3.5 per diluted common share, in, or 3.5 billion, or 3.7 per diluted common share, adjusted for M&I, litigation and restructuring charges and the recovery related to Sentinel (Non-GAAP). In, net income applicable to common shareholders was 3. billion, or 2.7 per diluted common share, or 3.2 billion, or 2.85 per diluted common share, adjusted for the impairment charge related to Sentinel, litigation and restructuring charges (Non-GAAP). See Supplemental information - Explanation of GAAP and Non-GAAP financial measures beginning on page 2 for the reconciliation of Non-GAAP measures. Highlights of results AUC/A totaled 29.9 trillion at Dec. 3, compared with 28.9 trillion at Dec. 3,. The increase of 3% primarily reflects higher market values, partially offset by the unfavorable impact of a stronger U.S. dollar. (See Investment Services business beginning on page 22.) AUM totaled.65 trillion at Dec. 3, compared with.63 trillion at Dec. 3,. The increase of % primarily resulted from higher market values offset by the unfavorable impact of a stronger U.S. dollar (principally
Results of Operations (continued) versus the British pound). AUM excludes securities lending cash management assets and assets managed in the Investment Services business. (See Investment Management business beginning on page 8.) Investment services fees totaled 7.2 billion in, an increase of 2% compared with 7. billion in primarily reflecting higher money market fees and securities lending revenue, partially offset by the impact to clearing services of lost business, the impact of a stronger U.S. dollar and downsizing the UK retail transfer agency business. (See Investment Services business beginning on page 22.) Investment management and performance fees totaled 3.35 billion in compared with 3.44 billion in, 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. (See Investment Management business beginning on page 8.) Foreign exchange and other trading revenue totaled 70 million in compared with 768 million in. Foreign exchange revenue totaled 687 million in, a decrease of 8% compared with 743 million in. The decrease in foreign exchange revenue primarily reflects the continued trend of clients migrating to lower margin products and lower volumes. (See Fee and other revenue beginning on page 9.) Financing-related fees totaled 29 million in compared with 220 million in. (See Fee and other revenue beginning on page 9.) Net interest revenue totaled 3. billion in compared with 3.0 billion in. The increase was primarily driven by an increase in interest rates, partially offset by lower interest-earning assets. Net interest margin (FTE) was.05% in compared with 0.98% in. The increase 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 2.) The provision for credit losses was a credit of million in and a provision of 60 million in. The provision in was primarily driven by an impairment charge related to a court decision regarding Sentinel. (See Asset quality and allowance for credit losses beginning on page 43.) Noninterest expense totaled 0.5 billion in compared with 0.8 billion in. The decrease primarily reflects lower expenses in nearly all categories, except distribution and servicing and software expenses, primarily driven by the favorable impact of a stronger U.S. dollar, lower staff, litigation and legal expenses and the continued benefit of the business improvement process. (See Noninterest expense beginning on page 5.) The provision for income taxes was.2 billion (24.9% effective tax rate) in. (See Income taxes on page 6.) The net unrealized pre-tax loss on the investment securities portfolio was 22 million at Dec. 3,, compared with a pre-tax gain of 357 million at Dec. 3,. The decrease was primarily driven by higher market interest rates. (See Investment securities beginning on page 37.) Our CET ratio determined under the Advanced Approach was 0.6% at Dec. 3, and 0.8% at Dec. 3,. The decrease reflects lower regulatory capital primarily due to common stock repurchases, foreign currency translation, defined benefit plan adjustments and unrealized losses on securities, partially offset by earnings retention. (See Capital beginning on page 53.) Our estimated CET ratio (Non-GAAP) calculated under the Advanced Approach on a fully phased-in basis was 9.7% at Dec. 3, and 9.5% at Dec. 3,. Our estimated CET ratio (Non-GAAP) calculated under the Standardized Approach on a fully phased-in basis was.3% at Dec. 3, and 0.2% at Dec. 3,. (See Capital beginning on page 53.) Results for In, we reported net income applicable to common shareholders of BNY Mellon of 3. billion, or 2.7 per diluted common share. These results were primarily driven by: Investment services fees totaled 7. billion in, an increase of 2% compared with 6.9 billion in 204. Higher asset servicing fees, reflecting growth in collateral, broker-dealer and other asset services, and higher clearing services BNY Mellon 7
Results of Operations (continued) fees, primarily driven by higher mutual fund fees, were partially offset by lower treasury services fees. Investment management and performance fees totaled 3.4 billion in, a 2% decrease compared with 3.5 billion in 204. The decrease primarily reflects the impact of the July sale of Meriten Investment Management GmbH ( Meriten ) and lower performance fees, partially offset by the impact of the January 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 in, compared with 570 million in 204. The increase primarily reflects 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 60 million in compared with a credit of 48 million in 204. The provision in was primarily driven by an impairment charge related to a court decision regarding Sentinel. Noninterest expense totaled 0.8 billion in compared with 2.2 billion in 204. The decrease primarily reflects lower expenses in nearly all categories, except distribution and servicing and software expenses. The lower expenses were primarily driven by the favorable impact of a stronger U.S. dollar, lower staff, litigation and legal expenses and the continued benefit of the business improvement process which focuses on reducing structural costs. The provision for income taxes was.0 billion (23.9% effective tax rate) in. 8 BNY Mellon Results for 204 In 204, we reported net income applicable to common shareholders of BNY Mellon of 2.5 billion, or 2.5 per diluted common share. These results were primarily driven by: Investment services fees totaled 6.9 billion primarily reflecting higher asset servicing fees, driven by organic growth, higher market values, higher collateral management fees and net new business, as well as higher clearing services fees, primarily driven by higher mutual fund and assetbased fees, partially offset by lower Corporate Trust fees and lower corporate actions and dividend fees in Depositary Receipts. Investment management and performance fees totaled 3.5 billion primarily driven by higher equity market values, net new business and the favorable impact of a weaker U.S. dollar, partially offset by higher money market fee waivers and lower performance fees. Foreign exchange and other trading revenue totaled 570 million primarily reflecting lower volatility, partially offset by higher volumes. Investment and other income totaled.2 billion primarily reflecting the gains on the sales of our equity investment in Wing Hang and the One Wall Street building, partially offset by lower equity investment revenue. Noninterest expense totaled 2.2 billion primarily reflecting higher litigation expense and restructuring charges, partially offset by lower staff expense. The provision for income taxes was 92 million (25.6% effective tax rate) including a net benefit primarily related to litigation expense and the approval of a tax carryback claim, offset by the sales of our investment in Wing Hang and our One Wall Street building.
Results of Operations (continued) Fee and other revenue Fee and other revenue (dollars in millions, unless otherwise noted) Investment services fees: Asset servicing (a) Clearing services Issuer services Treasury services Total investment services fees Investment management and performance fees Foreign exchange and other trading revenue Financing-related fees Distribution and servicing Investment and other income Total fee revenue Net securities gains Total fee and other revenue 4,244,404,026 547 7,22 3,350 70 29 66 34,998 75 2,073 79% Fee revenue as a percentage of total revenue 4,87,375 978 555 7,095 3,438 768 220 62 36,999 83 2,082 79% 204 4,075,335 968 564 6,942 3,492 570 69 73,22 2,558 9 2,649 vs. vs. 204 % 2 5 () 2 (3) (9) 2 8 (0) % 3% 3 (2) 2 (2) 35 30 (6) N/M (4) (9) (4)% 80%,648,625,686 % AUM at period end (in billions) (b) (4)% 29.9 3% AUC/A at period end (in trillions) (c) 28.9 28.5 % (a) Asset servicing fees include securities lending revenue of 207 million in, 76 million in and 58 million in 204. (b) Excludes securities lending cash management assets and assets managed in the Investment Services business and the Other segment. (c) Includes the AUC/A of CIBC Mellon of.2 trillion at Dec. 3,,.0 trillion at Dec. 3, and. trillion at Dec. 3, 204. Fee and other revenue totaled 2.07 billion in, a slight decrease compared with 2.08 billion in. The 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. Investment services fees Investment services fees were impacted by the following compared with : Asset servicing fees increased %, primarily reflecting higher money market fees and securities lending revenue, partially offset by the unfavorable impact of a stronger U.S. dollar and downsizing of the UK retail transfer agency business. Clearing services fees increased 2%, primarily driven by higher money market fees, partially offset by the impact of lost business and client business exits related to the broker-dealer industry consolidations. Issuer services fees increased 5%, primarily reflecting higher money market fees in Corporate Trust and higher fees in Depositary Receipts. Treasury services fees decreased %, primarily reflecting higher compensating balance credits provided to clients, which reduced fee revenue and increased net interest revenue, partially offset by higher payments and banking transaction services volumes. See the Investment Services business in Review of businesses for additional details. Investment management and performance fees Investment management and performance fees totaled 3.4 billion in, a decrease of 3% compared with. The decrease 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. Performance fees were 60 million in and 97 million in. BNY Mellon 9
Results of Operations (continued) Total AUM for the Investment Management business was.65 trillion at Dec. 3,, an increase of % compared with.63 trillion at Dec. 3,. The increase primarily reflects higher market values offset by the unfavorable impact of a stronger U.S. dollar (principally versus the British pound). Net long-term outflows of 4 billion in were a combination of 7 billion of inflows into actively managed strategies and 3 billion of outflows from index strategies. Net short-term outflows totaled 9 billion in. clients from our standing instruction programs to other trading options combined with competitive market pressures on the foreign exchange business is negatively impacting our foreign exchange revenue. For the year ended Dec. 3,, our total revenue for all types of foreign exchange trading transactions was 687 million, or 5% of our total revenue, and approximately 30% of our foreign exchange revenue was generated by transactions in our standing instruction programs, compared with 33% in and 35% in 204. See the Investment Management business in Review of businesses for additional details regarding the drivers of investment management and performance fees. Total other trading revenue was 4 million in, compared with 25 million in. The decrease primarily reflects lower results from equity and credit derivatives trading, partially offset by higher fixed income trading. Other trading revenue is reported in all three business segments. Foreign exchange and other trading revenue Financing-related fees Foreign exchange and other trading revenue 204 (in millions) 687 743 578 Foreign exchange 4 Other trading revenue (loss) 25 (8) Total foreign exchange and other 70 768 570 trading revenue Foreign exchange and other trading revenue totaled 70 million in, a decrease of 9%, compared with 768 million in. 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, foreign exchange revenue totaled 687 million, a decrease of 8% compared with. The decrease primarily reflects the continued trend of clients migrating to lower margin products and lower volumes. Foreign exchange revenue is primarily reported in the Investment Services business and, to a lesser extent, the Investment Management and the Other segment. Our custody clients may enter into foreign exchange transactions in a number of ways, including through our standing instruction programs. A shift by custody 0 BNY Mellon 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 29 million in, compared with 220 million in, as lower fees on standby letters of credit were essentially offset by higher fees related to secured intraday credit provided to dealers in connection with their tri-party repo activity. 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 2b- 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 66 million in compared with 62 million in. The increase primarily reflects higher money market fees, partially offset by fees paid to introducing brokers.
Results of Operations (continued) Investment and other income Investment and other income 204 (in millions) Corporate/bank-owned life insurance 49 39 3 Expense reimbursements from joint 63 55 67 venture 44 Seed capital gains (a) 35 20 38 Lease-related gains 45 49 0 Asset-related gains 872 (0) Equity investment (losses) income (9) 43 Other income 53 84 34 36,22 Total investment and other income (a) Does not include the gain on seed capital investments in consolidated investment management funds which are reflected in operations of consolidated investment management funds, net of noncontrolling interests. The gain on seed capital investments in consolidated investment management funds was 6 million in, 8 million in and 79 million in 204. 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 seed capital, leases, equity investments and other assets, as well as 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. Assetrelated gains include real estate, loan and other asset dispositions. Other income primarily includes foreign currency remeasurement gain (loss), other investments and various miscellaneous revenues. Investment and other income was 34 million in compared with 36 million in. The increase primarily reflects foreign currency remeasurement gains, higher income from corporate/ bank-owned life insurance, asset-related gains, seed capital gains and lower losses on equity investments, partially offset by lower other income driven by lower dividends on Federal Reserve Bank stock, termination fees in our clearing business recorded in and the impact of increased investments in renewable energy. Investments in renewable energy generate losses in other income that are more than offset by benefits recorded to the provision for income taxes. As a result of increased investments in renewable energy in, we expect investment and other income to be negatively impacted in future periods. Net securities gains Net securities gains totaled 75 million in and 83 million in. compared with 204 Fee and other revenue totaled 2. billion in compared with 2.6 billion in 204. The decrease primarily reflects the gains on the sales of our equity investment in Wing Hang and our One Wall Street building, both recorded in 204, and lower investment management and performance fees, partially offset by higher foreign exchange and other trading revenue, investment services fees and financing-related fees. The increase in investment services fees primarily reflects higher asset servicing fees driven by growth in global collateral services, broker-dealer services and asset servicing, and higher clearing services fees driven by higher mutual fund and asset-based fees, partially offset by the unfavorable impact of a stronger U.S. dollar and lost 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), the impact of the July sale of Meriten and lower performance fees, partially offset by the impact of the January acquisition of Cutwater, strategic initiatives and higher money market fees and equity market values. The increase in foreign exchange and other trading revenue primarily reflects lower volumes in standing instruction programs, which were more than offset by higher volumes in the other trading programs, higher volatility, the impact of hedging activity for foreign currency placements and higher fixed income trading and losses on hedging activities within a boutique recorded in 204. The increase in financing-related fees primarily reflects fees related to secured intraday credit provided to dealers in connection with their tri-party repo activity and higher underwriting fees. BNY Mellon
Results of Operations (continued) Net interest revenue Net interest revenue (dollars in millions) Net interest revenue (non-fte) Tax equivalent adjustment Net interest revenue (FTE) Average interest-earning assets Net interest margin (FTE) Net interest revenue totaled 3. billion in, an increase of 2 million, compared with. The increase was primarily driven by an increase in interest rates, partially offset by lower interestearning assets. The net interest margin (FTE) was.05% in, compared with 0.98% in. The increase primarily reflects higher yields on interest-earning assets, partially offset by higher rates paid on interestbearing liabilities. Effective Oct.,, we changed our accounting method for the amortization of premiums and accretion of discounts on mortgage-backed securities from the prepayment method (also referred to as the retrospective method) to the contractual method. The impact of this change was not considered material to prior periods and, as a result, the cumulative effect of the change of approximately 5 million was reflected as a positive adjustment to net interest revenue in the fourth quarter of. For additional information on the change in accounting methodology, see Note of the Notes to Consolidated Financial Statements. 2 BNY Mellon 204 3,38 3,026 2,880 5 58 62 3,89 3,084 2,942 303,379 33,763 303,99.05% 0.98% 0.97% vs. 4% (2) 3% (3)% 7 bps vs. 204 5% (6) 5% 3% bps Average interest-earning assets were 303 billion in compared with 34 billion in. The decrease primarily reflects lower average interestbearing deposits with banks, Federal Reserve and other central banks. The lower asset levels reflect a decrease in customer deposits, primarily interest bearing deposits in non-u.s. offices. Average non-u.s. dollar deposits comprised approximately 20% of our average total deposits in, compared with approximately 25% in. Approximately 40% of the average non-u.s. dollar deposits in, compared with approximately half of the average non-u.s. dollar deposits in, were euro-denominated. compared with 204 Net interest revenue totaled 3.0 billion in, an increase of 46 million, compared with 204 primarily resulting from the shift out of cash and into securities and loans, lower interest expense on deposits and higher average interest-earning assets driven by higher deposits, partially offset by lower accretion. The net interest margin (FTE) was 0.98% in, compared with 0.97% in 204. The increase in the net interest margin (FTE) reflects lower interest rates on deposits.
Results of Operations (continued) Average balances and interest rates (dollar amounts in millions, presented on an FTE basis) Average balance Interest Average rates Assets Interest-earning assets: 4,704 04 0.70% Interest-bearing deposits with banks (primarily foreign banks) 80,593 98 0.25 Interest-bearing deposits held at the Federal Reserve and other central banks 25,767 233 0.9 Federal funds sold and securities purchased under resale agreements 8,20 265.46 Margin loans Non-margin loans: Domestic offices: 8,483 259 3.05 Consumer 2,820 47.9 Commercial 3,77 97.50 Foreign offices 43,480 873 (a) 2.0 Total non-margin loans Securities: 25,074 378.5 U.S. government obligations 56,384 986.75 U.S. government agency obligations 3,703 0 2.96 State and political subdivisions tax-exempt Other securities: 2,326 20.7 Domestic offices 20,664 206.00 Foreign offices 32,990 46.26 Total other securities 2,483 63 2.56 Trading securities (primarily domestic) 20,634,953.62 Total securities 303,379 3,626 (b).20% Total interest-earning assets (58) Allowance for loan losses 4,308 Cash and due from banks 49,799 Other assets,49 Assets of consolidated investment management funds 358,477 Total assets Liabilities Interest-bearing liabilities: Interest-bearing deposits: Domestic offices: 7,780 4 0.06% Money market rate accounts,9 4 0.37 Savings 2,520 7 0.28 Demand deposits 43,056 26 0.06 Time deposits 54,547 4 0.08 Total domestic offices Foreign offices: 3,30 2 0.09 Banks 4,59 0.0 Government and official institutions 85,0 (37) (0.04) Other 02,399 (25) (0.02) Total foreign offices 56,946 6 0.0 Total interest-bearing deposits 4,489 36 0.25 Federal funds purchased and securities sold under repurchase agreements 7 6 0.89 Trading liabilities Other borrowed funds: 93 4 4.5 Domestic offices 753 4 0.5 Foreign offices 846 8 0.9 Total other borrowed funds,337 5 0.37 Commercial paper 6,925 2 0.07 Payables to customers and broker-dealers 23,334 354.52 Long-term debt 24,588 437 0.20% Total interest-bearing liabilities 82,72 Total noninterest-bearing deposits 2,683 Other liabilities 245 Liabilities and obligations of consolidated investment management funds 39,228 Total liabilities Temporary equity 82 Redeemable noncontrolling interests Permanent equity 38,489 Total BNY Mellon shareholders equity 578 Noncontrolling interests 39,067 Total permanent equity 358,477 Total liabilities, temporary equity and permanent equity.05% Net interest margin (FTE) 29% Percentage of assets attributable to foreign offices (c) 36 Percentage of liabilities attributable to foreign offices 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 0 million in. 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 was 5 million in, and was based on the applicable tax rate (35%). (c) Includes the Cayman Islands branch office. BNY Mellon 3
Results of Operations (continued) Average balances and interest rates (continued) (dollar amounts in millions, presented on an FTE basis) Average balance Interest 204 Average rates Average balance Interest Average rates Assets Interest-earning assets: Interest-bearing deposits with banks (primarily foreign banks) 20,53 04 0.5% 35,588 238 0.67% Interest-bearing deposits held at the Federal Reserve and other central 83,029 70 0.20 86,594 207 0.24 banks Federal funds sold and securities purchased under resale agreements 23,384 47 0.63 4,704 86 0.59 Margin loans 9,97 207.04 7,484 82.04 Non-margin loans: Domestic offices: Consumer 7,45 27 3.03 6,46 99 3.08 Commercial 9,647 346.76 6,923 328.93 Foreign offices 3,963 64.8 3,342 70.28 Total non-margin loans 40,755 727 (a).78 36,726 697 (a).90 Securities: U.S. government obligations 25,904 378.46 20,545 30.5 U.S. government agency obligations 55,044 967.76 45,33 78.72 State and political subdivisions tax-exempt 4,72 28 2.73 6,070 54 2.56 Other securities: Domestic offices 4,644 302 2.06 5,6 235.56 Foreign offices 22,889 76 0.77 20,827 283.36 Total other securities 37,533 478.27 35,943 58.44 Trading securities (primarily domestic) 2,954 78 2.65 5,024 23 2.43 Total securities 26,47 2,029.6 2,895,886.67 Total interest-earning assets 33,763 3,384 (b).08% 303,99 3,296 (b).08% Allowance for loan losses (86) (95) Cash and due from banks 6,80 5,472 Other assets 50,320 52,648 Assets of consolidated investment management funds 2,0 0,650 Total assets 372,87 372,566 Liabilities Interest-bearing liabilities: Interest-bearing deposits: Domestic offices: Money market rate accounts 7,272 6 0.08% 5,605 7 0.2% Savings,32 4 0.28,86 3 0.28 Demand deposits 2,792 6 0.23 2,80 4 0.4 Time deposits 44,62 4 0.03 4,779 5 0.04 Total domestic office 55,538 30 0.06 5,380 29 0.06 Foreign offices: Banks 6,626 0 0.06 7,303 3 0.42 Government and official institutions 5,59 4,572 0.0 Other 87,34 (3) 97,543 23 0.02 Total foreign offices 09,558 7 0.0 09,48 54 0.05 Total interest-bearing deposits 65,096 37 0.02 60,798 83 0.05 Federal funds purchased and securities sold under repurchase 6,452 (6) (0.04) 8,63 (3) (0.07) agreements Trading liabilities 634 9.39 2,99 25.2 Other borrowed funds: Domestic offices 62 4 2.77 83 2.32 Foreign offices 652 5 0.7 844 4 0.45 Total other borrowed funds 84 9.2,027 6 0.6 Commercial paper,549 2 0.0 2,546 2 0.08 Payables to customers and broker-dealers,649 7 0.06 9,502 9 0.09 Long-term debt 20,832 242.6 20,60 242.7 Total interest-bearing liabilities 27,026 300 0.4% 25,304 354 0.6% Total noninterest-bearing deposits 86,338 8,74 Other liabilities 29,27 26,92 Liabilities and obligations of consolidated investment management funds 832 9,35 Total liabilities 333,323 333,272 Temporary equity Redeemable noncontrolling interests 240 242 Permanent equity Total BNY Mellon shareholders equity 37,82 38,80 Noncontrolling interests 82 872 Total permanent equity 38,624 39,052 Total liabilities, temporary equity and permanent equity 372,87 372,566 Net interest margin (FTE) 0.98% 0.97% Percentage of assets attributable to foreign offices (c) 30% 3% Percentage of liabilities attributable to foreign offices 37 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 2 million in and 29 million in 204. 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 was 58 million in and 62 million in 204, and was based on the applicable tax rate (35%). (c) Includes the Cayman Islands branch office. 4 BNY Mellon