The Bank of New York Mellon Annual Report 2017

← All annual reports

FY2017 Annual Report · The Bank of New York Mellon

Loading PDF…

2017 ANNUAL REPORT

We are just beginning to

EXPLORE
THE NEXT
CHAPTER

I write this letter six months after
joining our great company.

I joined a company rich in history, a company that plays an important role in the

global financial markets, one that values the strong partnerships it has with its

clients across the globe and a company that has improved its own financial profile

over the past several years. I will do my best to describe the company and cover

the progress we have made over the past several years, but I will spend more time

discussing what lies in front of us. I do want to caution that I am still in my early

days at BNY Mellon, and while I will share my honest assessment of our strengths

and opportunities, I am still learning and my thoughts will continue to evolve. Our

management team is new and we are just beginning to explore the next chapter for

BNY Mellon together.

Our Financial and Business Performance

Our company continued to produce reasonable financial performance in 2017. On

a reported basis, our revenues increased 2%, expenses increased 4% and EPS

increased 18%. The benefit of the new tax legislation in the U.S. and the severance,

litigation and other charges in the fourth quarter affected the results significantly.

While reviewing financial results, excluding certain items can potentially be

self-serving (When someone says that to me, I always hear, “We would have been

fine except for the bad things.”), I do think it’s helpful to explain our numbers

the way we judge our performance internally. We are going through a period of

transition, and I am encouraging our leaders to take actions, both in 2017 and

2018, which will add cost in the short term, but will benefit us in the long term. As

such, I do not believe including these costs reflects the full earnings profile of our

company. With this knowledge, you must make your own determination, but it is

how we think about these items.

Charles W. Scharf
Chairman and
Chief Executive Officer

2017 BNY MELLON ANNUAL REPORT

IMPROVED
FINANCIAL
PROFILE

Excluding the fourth quarter significant items mentioned previously, our operating revenues increased 4%,

operating expenses increased 2%, after-tax operating profit increased 9% and operating earnings per share

(EPS) increased 13%.1 Our operating pre-tax profit margin was 34%, a change from 33% in the prior year.1

Total Operating
Revenue ($MM)

Total Operating
Expenses ($MM)

5
1
0
2
n

6
2
1
,
5
1
$

6
1
0
2
n

7
2
2
,
5
1
$

7
1
0
2
n

i
0
3
8
,
5
1
$

1For a reconciliation of these non-GAAP measures, see pages xxx-xxxiii.

5
1
0
2
n

3
5
4
,
0
1
$

6
1
0
2
n

7
3
2
,
0
1
$

7
1
0
2
n

i
9
3
4
,
0
1
$

34%

Operating Pre-tax
Profit Margin1

13%

Operating Earnings
Per Share1

5
1
0
2
n

%
1
3

6
1
0
2
n

%
3
3

7
1
0
2
n

%
4
3

5
1
0
2
n

5
8
.
2
$

6
1
0
2
n

7
1
.
3
$

7
1
0
2
n

i
7
5
.
3
$

2017 BNY MELLON ANNUAL REPORT

Assets Under Custody
and/or Administration ($T)

Assets Under
Management ($T)

5
1
0
2
n

9
.
8
2
$

6
1
0
2
n

9
.
9
2
$

7
1
0
2
n

i
3
.
3
3
$

5
1
0
2
n

3
6
.
1
$

6
1
0
2
n

5
6
.
1
$

7
1
0
2
n

i
9
8
.
1
$

To understand the drivers of our performance, it is
best to discuss our results by business.

Investment Services (Results on an operating basis)

Investment Management (Results on an operating basis)

Our Investment Services businesses showed mixed results

Investment Management continued to show improved

for the year. Revenues increased 4%. Excluding the impact of

financial performance. Adjusted pre-tax margin was 34%

the fourth quarter significant items, expenses were up 2%,

for the year, up from 32% in 2016, while pre-tax income grew

which resulted in an adjusted pre-tax income increase of 8%.1

17%.1 Investment Management fees grew by 6%, performance

Our adjusted pre-tax margin was 36%, up from 35% in the

fees grew by 57% and total revenue grew by 7%. Expenses

prior year.1

grew by 3%.

Our Clearing and Treasury Services businesses both had

Our assets under management grew by 15%. The increases

double-digit revenue and pre-tax income growth, while our

in the capital markets and changes in foreign exchange rates

Corporate Trust business saw mid-single-digit revenue

drove approximately 75% of the increase. However, we did see

growth and strong double-digit pre-tax income growth. We

positive net flows of $63 billion, a change from $23 billion of

saw more moderate performance in Asset Servicing, with

net outflows in the prior year. Flows into our liability-driven

revenue and pre-tax income growth in the mid-to-low-single-

strategies of $50 billion were the largest driver, with $30

digit range and our Depositary Receipts business had a

billion of inflows into our cash products also contributing

particularly weak year, with revenues down almost 20%.

significantly.

Assets under custody and/or administration (AUC/A) grew

Our investment performance also continued to improve

to $33.3 trillion, an 11% increase from the prior year. New

across our active strategies, with 87% of active assets under

business wins were $1.0 billion of AUC/A, doubling our

management above their three-year benchmarks and 77%

new business from 2016.

above their five-year benchmarks for the fourth quarter.

2017 BNY MELLON ANNUAL REPORT

BEYOND
THE
HEADLINE
NUMBERS

While these results appear strong, we look beyond
the headline numbers to evaluate our performance
and believe we have more work to do – and more opportunity.

We like our business model because, among other things,

value here. In 2017, we returned $901 million in common

we benefit from the long-term growth in the financial markets

dividends and an additional $2.7 billion in the form of share

and broader global economic growth and we were clearly

buybacks. The yield on our dividend was approximately 2%

beneficiaries of these trends in 2017. Strong equity markets

and the buybacks represented another 5%, resulting in total

and increasing interest rates meaningfully contributed to

capital returned to shareholders of 7%.

our strong performance. While these benefits are very real,

we do not view these gains as value the management team

Having said that, we are focused on both continuing to

delivers to you in any given year. Over multiple years, we feel

improve our margins and on the opportunities we have

differently as we are constantly evaluating our business mix

to increase our organic revenue growth rate. Of the 4%

and making conscious decisions to scale back or grow in

of revenue growth in 2017, across the entire company, we

certain products or geographies – which should maximize

estimate that 3% was market-driven and 1% was driven

the benefits of cyclical growth trends.

by organic activities. I can assure you that I talk about this

internally and that we are focused on the clear opportunity

However, we know that you do not need to own BNY Mellon

we have for improvement.

to benefit from stronger financial markets. We should

provide you with above-market growth, driven by our ability

While we have specific plans to do this, you should know

to leverage this great franchise. This means expanding

that we made significant changes to our 2018 compensation

existing client relationships, adding new ones and adding

plans for our senior executives, where non-market

new capabilities – all of which should increase our revenue

growth will drive a far greater proportion of their short- and

stream. Smart capital management should also provide

long-term incentives. (See our 2018 proxy statement for

additional value – and we have been delivering meaningful

more information.)

2017 BNY MELLON ANNUAL REPORT

viii

OUR BUSINESSES

Asset Servicing

Asset Servicing is one of our most important businesses,

With the dramatic changes in the asset management

where we provide global custody, fund accounting, integrated

business, we are in a position to use our scale and expertise

middle-office solutions and transfer agency services to a

broad range of clients. It is important, not just for the quality

to do more for our clients than ever. The work we are doing
in technology through NEXENSM to create open application

of the business itself, but because it is generally the anchor

programming interfaces (APIs), consolidate and improve our

in our relationships where we can provide many other

portals and provide analytics will help these efforts.

BNY Mellon solutions to our clients. Our clients include

alternative and traditional investment managers, insurance

Examples of our value-added services include enhanced

companies, pension funds and other asset owners. We

platforms for alternatives and exchange traded funds

provide support for a full range of products that support

(ETFs), markets solutions for collateral financing, liquidity

traditional equity, fixed income and cash products, as well

and foreign exchange and data management and analytics

as alternative investment and structured product strategies.

solutions for performance measurement and attribution

Our business is global with about 61% of our revenue generated

to provide insights that are aimed at improving our clients’

in North America, 28% from

Europe, the Middle East and

Africa (EMEA), and 11% from

other parts of the world.

Our business model is strong.

The majority of revenues

are recurring, there are high

switching costs to change

providers and there are high

barriers to entry. We have a

very strong value proposition.

In addition, our product

breadth, geographic coverage

and scale, our unquestioned

financial strength and

a strong reputation

differentiate us.

Our solutions are the
most comprehensive in
the market, our financial
strength matters to our
clients, and the access we
give clients to the broader
BNY Mellon platform
is valuable and a true
differentiator.

decision-making processes

and outcomes.

Clearing (Pershing)

Pershing is a gem and is the

industry leader that offers a

complete set of technology and

processing solutions for retail

and institutional broker-dealers,

hedge funds and Registered

Investment Advisors (RIAs).

Most people, outside of those

in the industry, think of us as a

company that handles trading

and execution, clearing and

settlement, and custody and

related services as well as

financing. However, our business is much broader in that

we provide core technology solutions, including broker

Like most businesses, there is fee pressure, but we have

workstations, client mobile applications and web services.

meaningful scale with $33.3 trillion of assets under custody

In addition, a core part of our offering is access to our

and/or administration. We constantly work to drive our unit

platform of investment products and investment solutions,

costs down and extend the value we can deliver to

as well as our strategic consulting services. We have more

our clients.

than 1,400 clients and our solutions and services are used

2017 BNY MELLON ANNUAL REPORT

by their 100,000 advisors and staff and 7 million accounts with over $1 trillion in

client assets.

We are an attractive partner for many reasons. We have been the industry leader

for years, and our great management team has done a wonderful job of continuing

to add capabilities to our platform. Our solutions are the most comprehensive in

the market, our financial strength matters to our clients and the access we give

clients to the broader BNY Mellon platform is valuable and a true differentiator.

Pershing is also a true differentiator for the rest of BNY Mellon.

Clearance and Collateral Management

Today, we are the primary provider of clearing for U.S. government securities.

Being the primary provider was not a strategic goal, but a reflection of others’

decisions to exit the business and of our commitment to the business. We play a

key role in the U.S. government securities market and it is important to us. We take

our role extraordinarily seriously and we have done a series of structural things

to ensure our safety and soundness. These include setting up a separate legal

entity with independent board members, forming a client advisory council, and

investing heavily in broker-dealer clearance technology, including a blockchain

The role we play as
a critical service
provider for large
financial institutions is a
key entry point for a much
broader relationship .

solution which could one day serve as a system to deliver

a more resilient, high-capacity platform to all government

clearing clients.

We also play the role as an agent in the tri-party repo

market by managing collateral for broker-dealers and

investors and by providing financing to our clients.

The role we play as a critical service provider for

large financial institutions is a key entry point for a

much broader relationship. As a result of this anchor

relationship, we are often asked to provide other services

for collateral, cash and liquidity needs.

Corporate Trust

We are one of the world’s largest trustees for corporate, municipal and structured

credit securities. We act as an intermediary between debt issuers, investors and

market infrastructure providers, and we provide a range of services, including

custody, data analytics, tax reporting, remitting payments and representing

bondholders in the event of default.

We serve as the trustee or paying agent on more than 50,000

debt-related issuances globally.

While this is a sizable business for us, it has underperformed

for the past few years. We have a new management team

in place and have a clear plan to improve our market

positioning and financial performance. Our plan is simple

and clear – increase our sales effort, fill in some technology

gaps and leverage BNY Mellon relationships to increase our

share of transactions.

Treasury Services

Working extensively with both
the buy side and the sell side
gives us a unique opportunity
to use that “network” to
connect both sides with
solutions.

We provide global payment, trade finance, payable/receivable

opportunities in electronic platforms, especially foreign

management and liquidity management services for banks,

exchange, but our new leadership team is working hard to

corporations and broker dealers. We offer a full suite of cash

close those gaps quickly.

management products in North America and focus on U.S.

dollar payments and trade finance outside of North America.

We believe we have substantial opportunities to increase

We clear $1.7 trillion in U.S. dollars on a daily average basis.

our own profitability without materially changing the risk

our ability to deliver solutions to our clients and increase

Markets

Our Markets business is an important partner to the rest

profile of the company.

Depositary Receipts

of the company. We offer a series of products and services

We connect issuers with the capital markets, and we

across a range of trading, securities finance, collateral

are the administrator for over 800 sponsored depositary

management and liquidity services to a full range of financial

receipts programs globally. We issue, service and provide

institutions, asset managers, governments and corporates.

administrative and investor relations support (e.g., dividend

We focus our business on serving clients that do business

distributions). We must be diligent about the individual

with BNY Mellon elsewhere in the firm.

companies and types of programs we bring into our portfolio

and how we structure these transactions since many come

We believe that our expertise in foreign exchange, securities

from emerging markets. Based on the number of programs

finance, collateral management and liquidity services are

we sponsor, we have well over a 50% market share that

among the best in the business. We also believe that our

covers every region, including Europe, Middle East and Africa,

unique position of working extensively with both the

Asia Pacific and Latin America.

buy side and the sell side gives us a unique opportunity to

use that “network” to connect both sides with solutions that

Our business has suffered in the past year as we made a

provide operational simplicity and favorable pricing that

conscious decision to not price match competitors and not

others cannot match.

compromise our structural standards. Consequently, in

those cases, we were not awarded the business.

We have been slow to adapt some of our businesses to the

2017 BNY MELLON ANNUAL REPORT

xii

Investment Management

We are one of the world’s largest asset managers, with

Additionally, we see opportunities on the servicing side of

$1.9 trillion under management, and we have a high-

our business for servicing ETF assets. We already have a

quality and growing wealth management business. We

good-sized ETF servicing business and have made additional

operate under multiple brands around the world, including

investments in talent and technology to enhance our

Insight, Newton, Walter Scott and Alcentra and others.

capabilities to better serve our clients’ needs and expand our

Just recently, we combined our three largest U.S. brands –

presence in this growing asset class.

Standish Mellon, Mellon Capital Management and The

Boston Company – into one multi-asset company. We offer

Investment management structure

a comprehensive suite of strategies across these brands

People (including ourselves), commonly refer to our asset

including equity, fixed income, liability driven investments,

management structure as a collection of boutiques. I don’t

real estate and cash products.

particularly care for the word “boutique.” My dictionary

has three definitions for boutique – all of which start

We have focused on increasing our margins and have made

with “small.” Insight has $791 billion under management.

significant progress over the last few years under Mitchell

Our U.S. asset manager has $560 billion under management.

Harris’ leadership.

I don’t consider those small.

We are focused on the strategic shifts we are seeing in

People also ask me regularly what I think of the “boutique”

the asset management landscape and shifting our

strategy. Multi-strategy asset managers of size have

business accordingly.

dedicated teams focusing on driving strong investment

performance in the strategies for which they are responsible.

Investors moving from actively managed to passively

We have the same. The difference between our model and

managed investment strategies is one of those trends we

others is that we have a multi-branded approach with very

have watched carefully to position ourselves appropriately.

strong business managers – not just portfolio managers –

running our different strategies. Branding is a tricky thing.

Today, we are a well-diversified asset manager with a

What’s important is that we make the right business

significant active book, a strong position in cash and more

decision, not a decision based on vanity. Where we believe a

than $300 billion in passive assets under management.

separate name has distinction in the marketplace and has

We are not one of the top three passive managers battling

more brand equity than a corporate name, why would we

for share, and are not looking to chase asset growth where

want to change it?

the economics simply do not make sense. We want to be

able to serve our clients’ needs across the full spectrum of

What is important is whether we are getting the efficiencies

investment strategies. As such, we seek to offer our clients

that are possible with an integrated asset management

all types of passive products and structures (e.g., ETFs,

model, and, while we have not done a great job at this

smart beta, enhanced indexing and indexing) to meet those

historically, we are focused on it and getting better.

needs. Importantly, we also use passive products as an

important part of the foundation for creating multi-asset

In summary, we think our operating model should drive

solutions where we see increasing client demand. As a

clear accountability and focus while allowing us to gain

result, we are continuing to invest.

appropriate efficiencies.

WE MUST
ALWAYS WORK
TO BE MORE
SOLUTIONS-
DRIVEN ON
BEHALF OF OUR
CLIENTS

2017 BNY MELLON ANNUAL REPORT

xiv

OUR BUSINESS MODEL
A consistent, long-term growth platform is
essential to the financial markets.

Our business is one that benefits from long-term secular

We are a bank, but we are different from most other banks in

growth trends in financial assets and demographics and

the world. Roughly 70% of our revenues are generated from our

continued globalization of the financial markets. Asset values

servicing businesses, 20% from our Investment Management

and transaction volumes drive the majority of our revenues.

businesses and just 10% from trading and traditional lending.

These naturally grow with economic and related financial

We do not have the same risk characteristics as other banks

market growth. We also play a critical role in the capital

and the majority of our revenues are recurring in nature – as

markets infrastructure. We perform many services that our

long as we serve our clients well.

clients do not want to – or cannot perform themselves. We

leverage our subject matter expertise and scale in businesses

We are well capitalized, have a lower risk balance sheet for

where technical proficiency is

critical. To give you a sense of our

scale, with $33.3 trillion of AUC/A,

we service a significant percentage

of the world’s invested assets, we

clear $1.7 trillion per day of U.S.

dollars, and we settle $1.2 trillion

in securities each day.

While we have strong competitors

in all of our businesses, we have a

unique mix of capabilities which

we feel are unparalleled.

While we have strong
competitors in all of
our businesses, we
have a unique mix of
capabilities that are
unparalleled.

a bank and are viewed as a trusted

counterparty. I’ve said several times in

this letter that this is both strategically

important for us and a differentiator.

Through the worst parts of the financial

crisis, we continued to provide support

to our clients and that benefits us

today. Our balance sheet is primarily

driven by client deposits and our assets

comprise predominantly high-quality

liquid assets and cash. The majority

of the securities we hold are AAA/AA-

rated, and we have very little term credit

“

Trust,” Banking, and Services

exposure. The way we earn net interest spread (21% of our
revenues1), is also different from other banks, as a significant

I find the label many put on us as a “trust” bank as peculiar.

portion of our net interest income represents income on

On the one hand, it’s appropriate in that we are a bank and

deposits that are directly linked to our servicing businesses.

we need to have the unfettered trust and confidence of our

clients given the significant role we play for them. To ensure

Our businesses generally involve long sales cycles and

we are in the best position to serve our clients, it is critical

typically have multi-year commitments. This is good for us in

that we are viewed unquestionably as a strong and trusted

our processing businesses where we are usually the largest

counterparty. And, traditional “trust” banking is a part of what

incumbent, but it makes it difficult to take share from others.

we do. But on the other hand, we are so much more than a

We know that if we serve our clients well, they will not want to

traditional trust bank.

take their business elsewhere.

2017 BNY MELLON ANNUAL REPORT

xvi

CONSISTENCY,
LOWER RISK
PROFILE, AND
ECONOMICS
OF OUR
BUSINESSES
ARE ATTRACTIVE

23%

Operating ROTCE1

5
1
0
2
n

%
7
.
0
2

6
1
0
2
n

%
4
.
1
2

7
1
0
2
n

%
0
.
3
2

Strong Financial Dynamics (Results on an operating basis)

In addition to the consistency of our business and our low risk profile, the economics of our businesses

are attractive. We believe that we should be able to grow revenues faster than expenses over time –

while continuing to make the necessary investments for the future – and we should be able to achieve

that growth with very little incremental capital. In 2017, our pre-tax margin was 34% and our return on

tangible common equity (ROTCE) was 23%.1

2017 BNY MELLON ANNUAL REPORT

xviii

TECHNOLOGY

If we were starting our company today, we could be

market participants. We are hopeful that the regulatory

considered to be a software as-a-service (SaaS) technology

compliance requirements placed on us will be revised to

company with a bank subsidiary. Now, that’s not really fair

reflect our business – without reducing the embedded safety

because we don’t just provide software as a service, we also

and soundness of our company and the broader financial

effectively provide the associated operations outsourcing –

system – but we would expect any changes to occur over

and we do that with people – many people. Nevertheless, at

multiple years.

our core, we are a SaaS provider.

As time goes on, our technology platform becomes more

CLIENT RELATIONSHIPS

important and the cost to do the operations outsourcing

I have been amazed at the strength of our client

will decline if we do our work well. As an example of the

relationships around the world. These relationships were

opportunities to automate the physical work, we still receive

built over decades, by multiple individuals at many levels

approximately 22,000 faxes per day that we then physically

and are centered on a few simple principles. First, we stand

re-input. If we can automate the many manual processes, we

for honesty and integrity. We provide quality services, priced

will reduce costs, but also materially improve quality through

fairly and we are there for our clients in good times and

lower error rates and reduced processing time. This is one

challenging ones. We listen to their needs, but we also strive

example, but we have many others like this. While we are a

to be a thoughtful partner with the goal of making them

long, long way from changing this in its entirety, we will make

more successful.

progress year by year on our quest to become more of

a SaaS provider – that is in an entity called a bank and one

Relationships like these are invaluable and we are in debt to

that uses its information to provide a growing list of

the many people who built these before us.

value-added services.

REGULATION

We work every day to re-earn these relationships and I

personally will do all I can to ensure this continues, but more

importantly, to ensure we conduct our business according to

Given the significant role we play in the global financial

the same values that define us.

markets, we are heavily regulated. We do believe that strong

regulation is necessary to ensure the safe and consistent

functioning of the financial system and we are subject to

DIFFERENTIATORS

intense and expensive regulatory oversight and requirements

We are different from most of our direct competitors in that we

in multiple jurisdictions across the world. We devote

serve both the buy-side and the sell-side. Through our Asset

enormous resources to comply with all necessary rules and

Servicing business, we are often a critical partner for asset

regulations, and we spent far more over the last several years.

owners and the custodian of significant amounts of assets on

Much of this is not only important to satisfy our regulators,

their behalf. Through our Clearance and Collateral Management

but we do believe this has made us a stronger company.

business, we offer government clearing and tri-party repo where

However, we believe that it is healthy to re-examine how

we hold significant amounts of cash and collateral. Because we

these regulations have been implemented to see if they are

have such significant relationships with both sets of clients, we

achieving the expected outcomes. We believe that there are

are in a unique position to provide securities lending, collateral

opportunities to revisit some aspects of certain regulations

optimization solutions and liquidity management opportunities

that have resulted in unintended consequences for some

beyond what others can effectively provide.

2017 BNY MELLON ANNUAL REPORT

Our unique set of businesses also provides opportunities to

serve clients in ways others cannot. For example, we provide

a fully integrated transfer agency, sub-transfer agency,

subaccounting, custody and solutions where we manage and

control all parts of the business in the U.S. We believe that

this is a significant advantage for us.

We also serve those clients with a combination of Treasury

Services, financing, Pershing and loan servicing through

Corporate Trust. These relationship extensions are valuable

both for the client and BNY Mellon.

PRIORITIES

As we look at our performance, we set our sights on being

even better than we are today. We are proud of our significant

progress and we are motivated by the opportunities in front of

us. We need to increase the rate of organic growth and we can

still drive more efficiencies across the company. We can be

an even better partner for our clients and that will ultimately

translate to better financial performance for us. Below are

two questions I get a lot:

Do we need to change our strategic direction to achieve

improved results?

The simple answer is no. We like our businesses and think the

opportunity exists to do more with them.

Do we need to change our financial profile?

Beyond the increase in technology spend we expect in 2018,

the simple answer is no. We do not think we need to increase

our risk profile or alter the basic financial profile of the

company to accomplish our growth objectives.

WE SET OUR
SIGHTS ON
BEING EVEN
BETTER THAN
WE ARE TODAY

2017 BNY MELLON ANNUAL REPORT

xxii

CONTINUED PRUDENT
CAPITAL MANAGEMENT

We understand that capital management is one of the most

must do all we can to deliver the highest-quality work.

significant decisions we make, and we remain committed to

continuing to use that resource wisely.

That is easier to say than to do and there are several reasons

for this. Our company is the product of many mergers over

We have paid approximately $10 billion to shareholders in

the years and much work has been done to merge and update

the form of common share repurchases and dividends on a

systems, but we still have more to do. Multiple systems

cumulative basis from 2015 to 2017.

are expensive for us, but they also make the operational

We continue to believe that we should pay a fair dividend

make investments in our core network and technology to

and hope to continue to increase it from today’s level

improve our technology architecture to make our service

commensurate with our increase in earnings power.

more reliant and resilient.

environment much more complex. We need to continue to

When considering our capital allocation strategy, we

We have made progress but are adding significant resources

must first ensure that our capital meets, or exceeds, the

to close the gaps more quickly. In the fourth quarter, we

requirements and expectations of our regulators, rating

announced that we will be increasing our technology

agencies, clients and counterparties.

investments in 2018 over 2017 levels and a significant part of

the spending is expected to be directed toward investments

We then will continue to compare the returns of investing

in our infrastructure.

organically in the company, pursuing mergers and

acquisitions, further increasing dividends or buying back our

stock. Ultimately, we will pursue the path of highest return to

Cost Synergies Through
Technology and Automation

our shareholders.

We are alleviating some of the cost and compliance

challenges placed on our clients, including increased

As I said earlier, our goal (and we think it’s achievable) is

regulatory requirements and the increasing need to be

to provide above-market returns by building an ever more

more efficient. The advancement of technology has been

profitable client franchise, and we believe we have the

increasing our clients’ expectations of us and that of their

platform to do just that. We will push ourselves to search for

clients to improve the speed of information delivery, ease of

smart ways to use our capital internally to achieve this goal,

use and ability to access information anytime, anywhere and

but the ultimate decision of investing internally or returning

on any device, while at the same time, increasing the need for

capital to shareholders will be driven by a conservative, fact-

safety and resiliency. We have been improving our processes

based analysis.

and applying automation tools, such as robotics for routine

processing, as well as using artificial intelligence for more

Our biggest opportunity in the short term is doing what we

advanced applications to derive data insights. These tools

do today, but doing it better for our clients.

are increasing efficiency, reducing costs and improving speed

Operational Excellence, Automation
and Technology Infrastructure

and accuracy, which benefits us and our clients. And, our

work progresses as we continue to invest in our technology

platform and capabilities to advance and enhance our

In our processing businesses, we provide critical services

client service.

to our clients. Any error we make is felt by our clients, so we

2017 BNY MELLON ANNUAL REPORT

xxiv

SOLUTION-DRIVEN
VERSUS CLIENT-DRIVEN

We are very much a client-driven organization, as I discussed earlier. I love the

fact that we are great listeners, but we can be too inconsistent and too reactive at

times. We must always work to be more solutions-driven on behalf of our clients.

We have implemented a consistent and rigorous process to review entire industries

and significant clients, with participation from all parts of our company. By doing

this, we are not relying on informal, internal relationships to ensure that we are

not missing opportunities to match our skills with our clients’ needs. The internal

process is important for us to deliver consistently for our clients. Given the depth

and breadth of our relationships, we have an enormous amount of knowledge

about our clients, issues they and their industries are facing and how they are

thinking about them, and we need to apply that knowledge.

We continue to
improve our client-facing
technology and add
data driven capabilities
across the company.

When we talk about what we hear from our clients, we

cannot just repeat what we hear and react in a vacuum. We

can provide expertise and real value when we synthesize all

of those comments together across our client franchise, then

within an industry and then by client and deliver products

and solutions that we have available to help them. At times,

we should take what we learn and figure out where we can

create an offering that solves a pain point for them. Once we

learn something in one part of the world or industry, we can

often apply it to help clients in other parts of the world.

TECHNOLOGY AND DIGITAL

We continue to improve our client-facing technology and add data-driven

capabilities across the company.

Examples include:
• New reporting, dashboards and analytics
for client efficiency and opportunities

•

Integration of wealth management tools

for enhanced advisor-investor experience

• Self-service tools and reusable tools for
rapid development and deployment

• Opening access to our systems
• Advanced analytics leveraging our large data sets

As I said earlier, we will differentiate ourselves over time

through our technology platform, both in the quality of what

it delivers day in and day out, but also through the platform

it provides. We have the ability to continue to move closer

to being a full-service provider of technology services for

our clients (as we have done in Pershing) by extending our

We are committed to
looking beyond the
next quarter and the
next year.

own capabilities, purchasing them from the outside or partnering with others. We

also can continue to move into “adjacent” services as we have done in our Asset

Servicing business with data management, fund accounting, middle office

and markets.

PEOPLE/CULTURE

Our people and our culture are our strength. My goal is to preserve what has made

us so strong, but at the same time recognize where we can adapt and evolve to

become even stronger. We have wonderful people who are true experts who love

delivering for clients every day. We will augment this great strength with additional

digital talent from outside the company and we will work in partnership to move

our business forward.

We will balance the short and the long term as we decide where to devote

resources. We understand that our short-term success gives us the ability to invest

for the long term, but we are committed to looking beyond the next quarter and

the next year. We have a great business and great opportunity and we will not be

shortsighted when we allocate resources. We will invest prudently but with a view

towards achieving both short- and longer-term success.

Lastly, we will move with a sense of urgency. The world is changing drastically and

that creates risks and opportunities, but we must move quicker than we have done

in the past to ensure we mitigate the risks and capture the opportunities.

2017 BNY MELLON ANNUAL REPORT

xxvi

OUR BOARD

You should know that our board is very involved in your

company. They meet regularly with numerous members

of management at multiple levels and have a firm

understanding of our opportunities, risks and challenges.

They focus on our strategy and business performance but

also focus on our risk, controls, compliance, technology

agenda, talent and culture. They are independent and clear

with me and other members of management regarding their

thoughts, priorities and expectations.

I would like to thank Nick Donofrio, who retired from the

board on September 30, and John Luke, who will not stand

for reelection. Nick served the company for 18 years and John

for 21 years. We are grateful for their advice and counsel and

the many contributions they made to the great evolution of

our company.

I also want to thank Gerald Hassell, who retired from the

board at the end of 2017. Gerald worked tirelessly for all

44 years of his professional life at this company. He had a

relentless focus on our clients and cared deeply about those

working with him at the company. As Chairman and CEO, he

led this company with the dignity and character that defines

our moral compass today. I personally want to thank Gerald

for the partnership he has shown me since I joined in July. I

am grateful for what he has done for the company, but also

for me personally and wish him well in his retirement.

Thank you,

Charles W. Scharf
Chairman and
Chief Executive Officer

1Financial results referenced for the total Corporation are calculated on a non-GAAP operating basis, which excludes merger and integration, litigation and restructuring charges for all
periods. Also excluded from 2017 results are the fourth quarter 2017 significant items which included an estimated net benefit related to the Tax Cuts and Jobs Act (“U.S. tax legislation”)
and severance and other charges. In addition, revenue amounts are reflected net of net income attributable to non-controlling interests of consolidated investment management funds and
expense amounts, the pre-tax operating margin percentages exclude amortization of intangible assets.

For the Investment Services and Investment Management business line results, the expense and pre-tax income amounts exclude the amortization of intangible assets and the fourth
quarter significant items, which included severance, litigation and other charges. The pre-tax operating margin for Investment Services business also excludes the amortization of intangible
assets and the provision for credit losses. The pre-tax operating margin for Investment Management business excludes the amortization of intangible assets, and the provision for credit
losses and reflects distribution and servicing expenses net of revenues. For a reconciliation of these non-GAAP measures, see pages xxx-xxxiii.

2017 BNY MELLON ANNUAL REPORT
2017 BNY MELLON ANNUAL REPORT

xxviii

FINANCIAL HIGHLIGHTS
The Bank of New York Mellon Corporation (and its subsidiaries)

(dollar amounts in millions, except per common share amounts and unless otherwise noted)

2017

2016

Financial Results (a)

Net income applicable to shareholders of The Bank of New York Mellon Corporation

4,090

3,547

Preferred stock dividends

Net income applicable to common shareholders of
The Bank of New York Mellon Corporation

Earnings per common share – diluted (b)

Key Data

Total revenue (c)

Total noninterest expense

Fee revenue as a percentage of total revenue

Percentage of non-U.S. total revenue

Assets under management at year end (in billions) (d)

Assets under custody and/or administration at year end (in trillions) (e)

Balance Sheet at December 31

Total assets

Total deposits

Total The Bank of New York Mellon Corporation common shareholders’ equity

Capital Ratios at December 31

Consolidated regulatory capital ratios: (f)

Common equity Tier 1 (“CET1”) ratio

Tier 1 capital ratio

Total (Tier 1 plus Tier 2) capital ratio

Leverage capital ratio

Supplementary leverage ratio (“SLR”)

BNY Mellon common shareholders’ equity to total assets ratio

Selected regulatory capital ratios – fully phased-in – Non-GAAP: (g)

CET1 ratio:

Standardized Approach

Advanced Approach

SLR

(175)

(122)

3,915

3.72

3,425

3.15

15,543

10,957

$ 15,237

10,523

78 %

36 %

79%

34%

1,893

33.3

1,648

29.9

$ 371,758

$ 333,469

244,322

37,709

221,490

35,269

10.7 %

12.7%

13.4%

6.6%

6.1%

10.1 %

11.5 %

10.3%

5.9%

10.6%

12.6%

13.0%

6.6%

6.0%

10.6%

11.3%

9.7%

5.6%

(a) The 2017 results include the impact of the Tax Cuts and Jobs Act of 2017. For additional information, see “Key events” beginning on page 5.
(b) Diluted earnings per share under the two-class method are determined on the net income applicable to common shareholders of The Bank of New York Mellon Corporation reported on
the income statement less earnings allocated to participating securities.
(c) Includes fee and other revenue, net interest revenue and income from consolidated investment management funds.
(d) Excludes securities lending cash management assets and assets managed in the Investment Services business.
(e) Includes the assets under custody and/or administration of CIBC Mellon Global Securities Services Company, a joint venture.
(f) The 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 SLR is basedon Tier 1 capital, as phased-in, and quarterly average assets and certain off-balance sheet exposures. For additional information on these ratios, see “Capital”
beginning on page 53.
(g) The estimated fully phased-in CET1 and SLR ratios (Non-GAAP) are based on our interpretation of 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.

SUPPLEMENTAL INFORMATION
Explanation of GAAP and Non-GAAP financial measures
We have included in this Letter to Shareholders certain Non-GAAP revenue and operating margin measures which exclude the

estimated net impact of the benefit of the U.S. Tax Cuts and Jobs Act of 2017 (“U.S. tax legislation”) and the severance, litigation

and other charges taken in the fourth quarter of 2017. We believe that these measures provide additional useful information to

investors as they align with our strategy, are consistent with how management views the business and are used to measure the

annual performance of our executive officers.

Total Revenue and Total Noninterest Expense (dollars in millions)

2017

2016

2015

2017 vs.
2016

Total revenue – GAAP

15,543

$ 15,237 $

15,194

Less: Net income attributable to noncontrolling interest of
consolidated investment management funds

Add: U.S. tax legislation

Other charges (a)

Total revenue, as adjusted – Non-GAAP (b)

Total noninterest expense – GAAP

Less: Amortization of intangible assets

M&I, litigation and restructuring charges

Other charges (a)

283

–

15,830

10,957

$ 15,227 $

15,126

$ 10,523 $

10,799

209

106

203

237

–

261

–

Total noninterest expense, as adjusted – Non-GAAP (b)

10,439

$ 10,237 $

10,453

(a) Other charges impacting total revenue include investment securities losses related to the sale of certain securities recorded in the fourth quarter of 2017. Other charges impacting total
noninterest expense include severance and an asset impairment both recorded in the fourth quarter of 2017.
(b) Non-GAAP information for all periods presented excludes the 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 2017 also excludes the positive impact of the U.S. tax legislation and other charges, both
recorded in the fourth quarter of 2017.

Pre-tax Operating Margin (dollars in millions)

Income before taxes – GAAP

Less: Net income attributable to noncontrolling interest of
consolidated investment management funds

Add: Amortization of intangible assets

M&I, litigation and restructuring charges

(Recovery) impairment charge related to Sentinel

U.S. tax legislation

Other charges (a)

Income before taxes, as adjusted – Non-GAAP (b)

Total revenue – GAAP

Less: Net income attributable to noncontrolling interest of
consolidated investment management funds

Add: U.S. tax legislation

Other charges (a)

2017

2016

2015

2017 vs.
2016

4,610

4,725

$ 4,235

(2)%

209

106

–

283

240

237

(13)

–

261

170

–

5,415

4,988

$ 4,683

15,543

$ 15,237

$ 15,194

283

–

Total revenue, as adjusted – Non-GAAP (b)

15,830

$ 15,227

$ 15,126

Pre-tax operating margin – GAAP (c)

Adjusted pre-tax operating margin – Non-GAAP (b)(c)

30%

34%

31%

33%

28%

31%

(a) Other charges impacting total revenue include investment securities losses related to the sale of certain securities recorded in the fourth quarter of 2017. Other charges impacting
income before taxes include severance, an asset impairment and investment securities losses related to the sale of certain securities all recorded in the fourth quarter of 2017.
(b) Non-GAAP information for all periods presented excludes the 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 2017 also excludes the positive impact of the U.S. tax legislation and other charges, both
recorded in the fourth quarter of 2017. Non-GAAP information for 2016 and 2015 also excludes the (recovery) impairment charge, respectively, related to the loan to Sentinel
Management Group, Inc. (“Sentinel”).
(c) Income before taxes divided by total revenue.

2017 BNY MELLON ANNUAL REPORT

xxx

Reconciliation of net income
and EPS – GAAP to Non-GAAP
(dollars in millions, except per share amounts)

Net income applicable to common
shareholders of The Bank of New York
Mellon Corporation – GAAP
Add: M&I, litigation and
restructuring charges

Tax impact of M&I, litigation and
restructuring charges

Impact of M&I, litigation and
restructuring charges – after tax

Add: (Recovery) impairment
charge related to Sentinel

Tax impact of recovery (impairment
charge) related to Sentinel

(Recovery) impairment charge
related to Sentinel – after tax

Add: U.S. tax legislation

Tax impact of U.S. tax legislation

Net impact of U.S. tax legislation
Add: Other charges (a)

Tax impact of other charges (a)

Other charges (a) – after tax

2017

2016

2015

Growth in

Net
Income

Diluted
EPS

Net
Income

Diluted
EPS

Net
Income

Diluted
EPS

Net
Income

Diluted
EPS

2017 vs.
2016

$ 3,915

3.72

$ 3,425 $ 3.15 $ 3,053 $ 2.71

14%

18%

106

(20)

(16)

(29)

0.08

0.03

0.05

–

283

(710)

(427)
240

(59)

181

(13)

170

(64)

–

(8)

(0.01)

106

0.09

–

–
–

–

–
–

–

(0.41)

0.17

Non-GAAP adjustments – after tax

$ (160)

(0.15) (b) $

25 $ 0.02 $

162 $ 0.14

Adjusted net income applicable to
common shareholders of The Bank of
New York Mellon Corporation –
Non-GAAP

$ 3,755 $

3.57 (b) $ 3,450 $ 3.17 $ 3,215 $ 2.85

13%

Pre-tax operating margin – Investment Services business
(dollars in millions)

Total revenue – GAAP

Total noninterest expense – GAAP

Less: Amortization of intangible assets

Other Charges (a)

Total noninterest expense, as adjusted – Non-GAAP (b)

Provision for credit losses

Income before income taxes – GAAP

Adjusted income before income taxes – Non-GAAP (b)

Pre-tax operating margin – GAAP (c)

Adjusted pre-tax operating margin – Non-GAAP (b)(c)

2017

2016

2015

$ 11,585

$ 11,096

$ 10,799

7,747

7,342

7,502

2017 vs.
2016

149

233

7,365

(7)

3,845

4,220

33%

36%

155

162

7,187

7,340

3,746

3,909

34%

35%

$ 3,269

$ 3,459

30%

32%

(a) Other charges include severance, litigation and an asset impairment all recorded in the fourth quarter of 2017.
(b) Non-GAAP information for all periods presented excludes provision for credit losses and amortization of intangible assets. Non-GAAP information for 2017 also excludes other charges.
(c) Income before taxes divided by total revenue.

Pre-tax operating margin – Investment Management business
(dollars in millions)

2017

2016

2015

2017 vs.
2016

Total revenue – GAAP

3,997

3,751

3,906

Less: Distribution and servicing expense

422

404

378

Adjusted total revenue, net of distribution and servicing
expense – Non-GAAP

Total noninterest expense – GAAP

Less: Amortization of intangible assets

Other Charges (a)

3,575

2,854

3,347

2,778

Total noninterest expense, as adjusted –Non-GAAP (b)

2,764

2,696

Provision for credit losses

Income before income taxes – GAAP

Adjusted income before income taxes –Non-GAAP (b)

Pre-tax operating margin – GAAP (c)

Adjusted pre-tax operating margin – Non-GAAP (b)(c)

1,141

1,233

967

1,055

29%

34%

26%

32%

27%

32%

3,528

2,859

2,762

(1)

1,048

1,144

18%

17%

(a) Other charges include severance and litigation both recorded in the fourth quarter of 2017.
(b) Non-GAAP information for all periods presented excludes provision for credit losses and amortization of intangible assets. Non-GAAP information for 2017 also excludes other charges.
(c) Income before taxes divided by total revenue.

2017 BNY MELLON ANNUAL REPORT

xxxii

Return on common equity and tangible common equity
(dollars in millions)

2017

2016

2015

2017 vs.
2016

Net income applicable to common shareholders of The Bank of New
York Mellon Corporation – GAAP

3,915

3,425

3,053

14%

Add: Amortization of intangible assets

Less: Tax impact of amortization of intangible assets

Adjusted net income applicable to common shareholders of
The Bank of New York Mellon Corporation excluding amortization
of intangible assets – Non-GAAP

Add: M&I, litigation and restructuring charges

(Recovery) impairment charge related to Sentinel

U.S. tax legislation

Other charges (a)

Less: Tax impact of M&I, litigation and restructuring charges

Tax impact of (recovery) impairment charge related to Sentinel

Tax impact of U.S. tax legislation

Tax impact of other charges (a)

209

4,052

106

–

283

240

–

710

237

3,581

(13)

–

(5)

–

261

3,225

170

–

Adjusted net income applicable to common shareholders of The
Bank of New York Mellon Corporation, as adjusted – Non-GAAP (b) $

3,892

3,606

3,387

Average common shareholders’ equity

$ 36,145

$ 35,504

$ 35,564

Less: Average goodwill

Average intangible assets

Add: Deferred tax liability – tax deductible goodwill (c)

Deferred tax liability – intangible assets (c)

17,441

17,497

3,508

1,034

718

3,737

1,497

1,105

17,731

3,992

1,401

1,148

Average tangible common shareholders’ equity – Non-GAAP

$ 16,948

$ 16,872

$ 16,390

–%

Return on common shareholders’ equity – GAAP

Adjusted return on common shareholders’ equity – Non-GAAP (b)

Return on tangible common shareholders’ equity – Non-GAAP

10.8%

23.9%

9.6%

10.2%

21.2%

8.6%

9.5%

19.7%

Adjusted return on tangible common shareholders’
equity – Non-GAAP (b)

23.0%

21.4%

20.7%

(a) Other charges include severance, an asset impairment and investment securities losses related to the sale of certain securities all recorded in the fourth quarter of 2017.
(b) Non-GAAP information for all periods presented excludes amortization of intangible assets and M&I, litigation and restructuring charges. Non-GAAP information for 2017 also excludes the
positive impact of the U.S. tax legislation and other charges, both recorded in the fourth quarter of 2017. Non-GAAP information for 2016 and 2015 also excludes the (recovery) impairment
charge, respectively, related to the loan to Sentinel.
(c) Deferred tax liabilities are based on fully phased-in Basel III capital rules. Deferred tax liabilities at Dec. 31, 2017 have been remeasured at the lower statutory corporate tax rate.

THE BANK OF NEW YORK MELLON CORPORATION
2017 Annual Report
Table of Contents

Financial Summary

Page
2

Financial Statements:

Page

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

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

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

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)
Year ended Dec. 31,
Fee and other revenue
Income from consolidated investment management funds
Net interest revenue
Total revenue
Provision for credit losses
Noninterest expense

Income before income taxes

Provision for income taxes

Net income

Net (income) attributable to noncontrolling interests (a)

Net income applicable to shareholders of The Bank of New York Mellon

Corporation
Preferred stock dividends

Net income applicable to common shareholders of The Bank of New York Mellon

Corporation

Earnings per share applicable to common shareholders of The Bank of New York

Mellon Corporation:

Basic
Diluted

Average common shares and equivalents outstanding of The Bank of New York

Mellon Corporation (in thousands):

Basic
Diluted

At Dec. 31
Interest-earning assets
Assets of operations
Total assets
Deposits
Long-term debt
Preferred stock
Total The Bank of New York Mellon Corporation common shareholders’ equity
At Dec. 31
Assets under management (in billions) (b)
Assets under custody and/or administration (in trillions) (c)
Market value of securities on loan (in billions) (d)
Return on common equity (e)
Adjusted return on common equity – Non-GAAP (e)(f)
Return on tangible common equity – Non-GAAP (e)(f)(g)
Adjusted return on tangible common equity – Non-GAAP (e)(f)(g)
Return on average assets
Pre-tax operating margin (e)
Adjusted pre-tax operating margin – Non-GAAP (e)(f)
Fee revenue as a percentage of total revenue
Percentage of non-U.S. total revenue
Net interest margin

2017

2016

2015

2014

2013

12,165
70
3,308
15,543
(24)
10,957
4,610
496
4,114
(24)

4,090

(175)

12,073
26
3,138
15,237
(11)
10,523
4,725
1,177
3,548
(1)

3,547

(122)

12,082
86
3,026
15,194
160
10,799
4,235
1,013
3,222
(64)

3,158

(105)

12,649
163
2,880
15,692
(48)
12,177
3,563
912
2,651
(84)

2,567

(73)

11,856
183
3,009
15,048
(35)
11,306
3,777
1,592
2,185
(81)

2,104

(64)

3,915

3,425

3,053

2,494

2,040

3.74
3.72

$
$

3.16
3.15

$
$

2.73
2.71

$
$

2.17
2.15

$
$

1.74
1.73

$
$

1,034,281
1,040,290

1,066,286
1,072,013

1,104,719
1,112,511

1,129,897
1,137,480

1,150,689
1,154,441

$ 316,261
371,027
371,758
244,322
27,979
3,542
37,709

$ 280,332
332,238
333,469
221,490
24,463
3,542
35,269

$ 338,955
392,379
393,780
279,610
21,547
2,552
35,485

$ 317,646
376,021
385,303
265,869
20,264
1,562
35,879

$ 305,169
363,244
374,516
261,129
19,864
1,562
35,935

1,893
33.3
408
10.8%
11.4
23.9
24.4
1.14
30
32
78
36
1.14

1,648
29.9
296
9.6%
10.2
21.2
21.4
0.96
31
33
79
34
1.03

1,625
28.9
277
8.6%
9.5
19.7
20.7
0.82
28
31
79
36
0.96

1,686
28.5
289
6.8%
8.1
16.0
17.6
0.67
23
28
80
38
0.95

1,557
27.6
235
5.9%
8.3
15.3
19.7
0.60
25
28
78
37
1.10

(a) Primarily attributable to noncontrolling interests related to consolidated investment management funds.
(b) Excludes securities lending cash management assets and assets managed in the Investment Services business.
(c)

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.

(d) 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.

(e) See “Supplemental information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 118 for the reconciliation of Non-GAAP

measures.

(f) 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)

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 (b)
Tangible book value per common share – Non-GAAP (b)(c)
Full-time employees
Year-end common shares outstanding (in thousands)
Average total equity to average total assets
Capital ratios at Dec. 31,
Consolidated regulatory capital ratios: (d)(e)

Standardized:
CET1 ratio
Tier 1 capital ratio
Total (Tier 1 plus Tier 2) capital ratio

Advanced:

CET1 ratio
Tier 1 capital ratio
Total (Tier 1 plus Tier 2) capital ratio

Leverage capital ratio (e)
Supplementary leverage ratio (e)

BNY Mellon shareholders’ equity to total assets ratio
BNY Mellon common shareholders’ equity to total assets ratio

Selected regulatory capital ratios - fully phased-in – Non-GAAP (f):
Estimated CET1 ratio (d):

Standardized Approach
Advanced Approach

Estimated SLR

2017

2016

0.86

0.72

23%
1.6%

23 %
1.5 %

2015

0.68

25%
1.6%

2014

0.66

2013

0.58

31% (a)
1.6%

34% (a)
1.7%

$
$
$
$

53.86
54.6
37.21
18.24
52,500
1,013,442

$
$
$
$

47.38
49.6
33.67
16.19
52,000
1,047,488

$
$
$
$

41.22
44.7
32.69
15.27
51,200
1,085,343

$
$
$
$

40.57
45.4
32.09
14.70
50,300
1,118,228

$
$
$
$

34.94
39.9
31.46
13.95
51,100
1,142,250

11.7%

10.7 %

10.2%

10.6%

11.9%
14.2
15.1

12.3 %
14.5
15.2

11.5%
13.1
13.5

15.0%
16.3
16.9

10.7
12.7
13.4
6.6
6.1

11.1
10.1

11.5
10.3
5.9

10.6
12.6
13.0
6.6
6.0

11.6
10.6

11.3
9.7
5.6

10.8
12.3
12.5
6.0
5.4

9.7
9.0

10.2
9.5
4.9

11.2
12.2
12.5
5.6
N/A

9.7
9.3

10.6
9.8
4.4

14.5%
16.2
17.0

N/A
N/A
N/A
5.4
N/A

10.0
9.6

10.6
11.3
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

4 BNY Mellon

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 sell-
side 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%

Results of Operations (continued)

growth in earnings per share and increased the return
on common equity to nearly 11% year-over-year.

new tax system triggers a one-time repatriation tax on
undistributed earnings of certain foreign subsidiaries.

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

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

6 BNY Mellon

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 industry-
leading 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

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 interest-
earning 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.)

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 2016

Results for 2015

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

8 BNY Mellon

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.

Results of Operations (continued)

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

2017

2016

2015

$ 4,383
1,553
977
557
7,470
3,584
668
216
160
64
12,162
3
$ 12,165

4,244
1,404
1,026
547
7,221
3,350
701
219
166
341
11,998
75
$ 12,073

4,187
1,375
978
555
7,095
3,438
768
220
162
316
11,999
83
$ 12,082

2017
vs.
2016

3%
11
(5)
2
3
7
(5)
(1)
(4)

N/M
1
N/M

2016
vs.
2015

1 %
2
5
(1)
2
(3)
(9)
—
2
N/M
—
N/M

— %

Fee revenue as a percentage of total revenue

78%

79%

15%
AUM at period end (in billions) (b)
11%
AUC/A at period end (in trillions) (c)
(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.

$ 1,893
33.3
$

1,648
29.9

1,625
28.9

$
$

1 %
3 %

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

• 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 services fees increased 3% compared with
2016 reflecting the following:

Investment management and performance fees

• 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.

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 long-
term 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.

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.

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)
Foreign exchange
Other trading revenue

638 $
30

2017

2016

687 $
14

2015
743
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.

10 BNY Mellon

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. Financing-
related 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)
Corporate/bank-owned life insurance $
Expense reimbursements from joint

venture

Lease-related gains
Equity investment income (loss)
Seed capital gains (a)
Asset-related (losses) gains
Other (loss) income

2017

2016

153 $

149 $

2015
139

64
56
37
32
(1)
(277)

67
38
(10)
44
10
43
341 $

63
45
(19)
35
—
53
316

Total investment and other income

64 $

(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.

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

(dollars in millions)
Net interest revenue
Tax equivalent adjustment

Net interest revenue (FTE) – Non-GAAP (a)

2017

3,308
47
3,355

2016

3,138
51
3,189

2015

3,026
58
3,084

2017
vs.
2016
5%
N/M
5%

2016
vs.
2015
4%
N/M
3%

Average interest-earning assets

$290,522

$ 303,379

$ 313,763

(4)%

(3)%

Net interest margin
Net interest margin (FTE) – Non-GAAP (a)
(a) Net interest revenue (FTE) – Non-GAAP and net interest margin (FTE) – Non-GAAP include the tax equivalent adjustments on tax-
exempt 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.

0.96% 11 bps
0.98% 10 bps

1.14%
1.15%

1.03%
1.05%

7 bps
7 bps

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 interest-
bearing 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 interest-
bearing liabilities.

12 BNY Mellon

Results of Operations (continued)

Average balances and interest rates

(dollar amounts in millions, presented on an FTE basis)

Assets
Interest-earning assets:

Interest-bearing deposits with banks (primarily foreign banks)
Interest-bearing deposits held at the Federal Reserve and other central banks
Federal funds sold and securities purchased under resale agreements
Margin loans
Non-margin loans:
Domestic offices:

Consumer
Commercial
Foreign offices

Total non-margin loans

Securities:

U.S. government obligations
U.S. government agency obligations
State and political subdivisions
Other securities:

Domestic offices
Foreign offices

Total other securities

Trading securities (primarily domestic)

Total securities
Total interest-earning assets

Noninterest-earning assets

Total assets

Liabilities
Interest-bearing liabilities:
Interest-bearing deposits:

Domestic offices:

Money market rate accounts
Savings
Demand deposits
Time deposits

Total domestic offices

Foreign offices:

Banks
Government and official institutions
Other

Total foreign offices
Total interest-bearing deposits

Federal funds purchased and securities sold under repurchase agreements
Trading liabilities
Other borrowed funds:
Domestic offices
Foreign offices

Total other borrowed funds

Commercial paper
Payables to customers and broker-dealers
Long-term debt

Total interest-bearing liabilities

Total noninterest-bearing deposits
Other noninterest-bearing liabilities

Total liabilities

Temporary equity
Redeemable noncontrolling interests
Permanent equity
Total BNY Mellon shareholders’ equity
Noncontrolling interests

Total permanent equity

Total liabilities, temporary equity and permanent equity

Net interest revenue (FTE) – Non-GAAP
Net interest margin (FTE) – Non-GAAP
Less: Tax equivalent adjustment (b)
Net interest revenue
Net interest margin

Average
balance

2017

Interest

Average
rates

14,879
70,213
27,192
14,500

9,548
20,976
12,915
43,439

25,674
60,268
3,226

9,141
19,541
28,682
2,449
120,299
290,522
53,326
343,848

7,510
932
5,892
32,574
46,908

13,185
5,880
77,150
96,215
143,123
19,653
1,243

1,113
803
1,916
2,630
18,984
27,424
214,973
71,664
16,932
303,569

180

39,687
412
40,099
343,848

(a)

120
319
423
343

298
521
258
1,077

425
1,195
100

215
150
365
62
2,147
4,429

4
7
14
82
107

62
9
(16)
55
162
225
7

21
5
26
29
64
561
1,074

3,355

47
3,308

0.80%
0.45
1.55
2.36

3.12
2.49
2.00
2.48

1.66
1.98
3.09

2.35
0.77
1.27
2.54
1.79
1.52%

0.06%
0.79
0.24
0.25
0.23

0.47
0.16
(0.02)
0.06
0.11
1.14
0.57

1.86
0.67
1.36
1.08
0.34
2.05
0.50%

1.15%

1.14%

Percentage of assets attributable to foreign offices (c)
Percentage of liabilities attributable to foreign offices (c)
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.

30%
35

(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.
Includes the Cayman Islands branch office.

(c)

BNY Mellon 13

Results of Operations (continued)

Average balances and interest rates (continued)

(dollar amounts in millions, presented on an FTE basis)

Average
balance

2016

Interest

Average
rates

Average
balance

2015

Interest

Average
rates

Assets
Interest-earning assets:

Interest-bearing deposits with banks (primarily foreign banks)
Interest-bearing deposits held at the Federal Reserve and other central

banks

Federal funds sold and securities purchased under resale agreements
Margin loans
Non-margin loans:
Domestic offices:

Consumer
Commercial
Foreign offices

Total non-margin loans

Securities:

U.S. government obligations
U.S. government agency obligations
State and political subdivisions
Other securities:

Domestic offices
Foreign offices

Total other securities

Trading securities (primarily domestic)

Total securities
Total interest-earning assets

Noninterest-earning assets

Total assets

Liabilities
Interest-bearing liabilities:
Interest-bearing deposits:

Domestic offices:

Money market rate accounts
Savings
Demand deposits
Time deposits

Total domestic office

Foreign offices:

Banks
Government and official institutions
Other

Total foreign offices
Total interest-bearing deposits

Federal funds purchased and securities sold under repurchase

agreements

Trading liabilities
Other borrowed funds:
Domestic offices
Foreign offices

Total other borrowed funds

Commercial paper
Payables to customers and broker-dealers
Long-term debt

Total interest-bearing liabilities

Total noninterest-bearing deposits
Other noninterest-bearing liabilities

Total liabilities

Temporary equity
Redeemable noncontrolling interests
Permanent equity
Total BNY Mellon shareholders’ equity
Noncontrolling interests

Total permanent equity

Total liabilities, temporary equity and permanent equity

Net interest revenue (FTE) – Non-GAAP
Net interest margin (FTE) – Non-GAAP
Less: Tax equivalent adjustment (b)

Net interest revenue
Net interest margin

$ 14,704

104

0.70% $ 20,531

104

0.51%

170

147
207

217
346
164
727 (a)

378
967
128

302
176
478
78
2,029
$ 3,384

6
4
6
14
30

10
—
(3)
7
37

(6)

4
5
9
2
7
242
300

0.20

0.63
1.04

3.03
1.76
1.18
1.78

1.46
1.76
2.73

2.06
0.77
1.27
2.65
1.61
1.08%

0.08%
0.28
0.23
0.03
0.06

0.06
—
—
0.01
0.02

(0.04)

1.39

2.77
0.71
1.12
0.10
0.06
1.16
0.14%

80,593

25,767
18,201

8,483
21,820
13,177
43,480

25,074
56,384
3,703

12,326
20,664
32,990
2,483
120,634
$ 303,379
55,098
$ 358,477

7,780
1,191
2,520
43,056
54,547

13,130
4,159
85,110
102,399
156,946

14,489

711

93
753
846
1,337
16,925
23,334
$ 214,588
82,712
21,928
319,228

182

38,489
578
39,067
$ 358,477

198

233
265

259
417
197
873 (a)

378
986
110

210
206
416
63
1,953
$ 3,626

4
4
7
26
41

12
—
(37)
(25)
16

4
4
8
5
12
354
437

0.25

0.91
1.46

3.05
1.91
1.50
2.01

1.51
1.75
2.96

83,029

23,384
19,917

7,145
19,647
13,963
40,755

25,904
55,044
4,712

14,644
1.71
22,889
1.00
37,533
1.26
2,954
2.56
1.62
126,147
1.20% $ 313,763
58,424
$ 372,187

0.06% $
0.37
0.28
0.06
0.08

7,272
1,312
2,792
44,162
55,538

0.09
0.01
(0.04)
(0.02)
0.01

0.25

0.89

16,626
5,591
87,341
109,558
165,096

16,452

634

162
4.15
652
0.51
814
0.91
1,549
0.37
11,649
0.07
1.52
20,832
0.20% $ 217,026
86,338
29,959
333,323

240

37,812
812
38,624
$ 372,187

$ 3,189

51
$ 3,138

1.05%

1.03%

$ 3,084

58
$ 3,026

0.98%

0.96%

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.

29%
36

30%
37

(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.
Includes the Cayman Islands branch office.

(c)

14 BNY Mellon

Results of Operations (continued)

Noninterest expense

(dollars in millions)
Staff
Professional, legal and other purchased services
Software
Net occupancy
Distribution and servicing
Sub-custodian
Furniture and equipment
Business development
Bank assessment charges
Other
Amortization of intangible assets
M&I, litigation and restructuring charges
Total noninterest expense

Staff expense as a percentage of total revenue

2017

2016

2015

$ 5,972
1,274
744
569
419
250
241
229
220
724
209
106
$ 10,957

$ 5,733
1,185
647
590
405
245
247
245
219
721
237
49
$ 10,523

$ 5,837
1,230
627
600
381
270
280
267
157
804
261
85
$ 10,799

38%

38 %

2017
vs.
2016
4%
8
15
(4)
3
2
(2)
(7)
—
—
(12)

N/M

2016
vs.
2015
(2)%
(4)
3
(2)
6
(9)
(12)
(8)
39
(10)
(9)
N/M

(3)%

Full-time employees at period end

52,500

52,000

51,200

2 %

Memo:
Adjusted total noninterest expense excluding amortization of intangible assets
and M&I, litigation and restructuring charges – Non-GAAP

$ 10,642

$ 10,237

$ 10,453

(2)%

Total noninterest expense increased 4% compared
with 2016. The increase primarily reflects higher
staff, software and professional, legal and other
purchased services expenses.

We expect our technology-related expenses, including
staff expense, to increase as a result of our continued
investment in technology infrastructure and
platforms. We also expect to incur expenses in 2018
as a result of additional severance charges and other
actions that we may take after completing our review
of our businesses, as well as the continued execution
of our real estate strategy.

Staff expense

Staff expense consists of:

• compensation expense, which includes:

- salary expense, primarily driven by headcount;
- the cost of temporary services and overtime; and
- severance expense;
incentive expense, which includes:
- additional compensation earned under incentive

•

plans designed to reward a combination of
individual, business unit and corporate
performance goals; as well as,

- stock-based compensation expense; and

• employee benefit expense, primarily payroll taxes,
medical benefits, retirement benefits and pension
expense.

Staff expense increased 4% compared with 2016.
The increase primarily reflects higher incentive
expense, driven by stronger performance, the annual
employee merit increase and higher severance
expense, partially offset by the favorable impact of a
stronger U.S. dollar.

Non-staff expense

Non-staff expense includes certain expenses that vary
with the levels of business activity and business
investments. Non-staff expenses also include
corporate activities related to technology, compliance,
legal, productivity initiatives and business
development.

Non-staff expense totaled $5.0 billion in 2017, an
increase of 4% compared with 2016. The increase
primarily reflects higher software and professional,
legal and other purchased services expenses. The
increase in software expense primarily reflects asset
impairments and increased amortization. The
increase in professional, legal and other purchased
services expense primarily reflects higher consulting
and purchased services expenses.

BNY Mellon 15

see Note 22 of the Notes to Consolidated Financial
Statements.

Business results are subject to reclassification when
organizational changes are made. There were no
significant organizational changes in 2017. The
results are also subject to refinements in revenue and
expense allocation methodologies, which are
typically reflected on a prospective basis.

The results of our businesses may be influenced by
client and other activities that vary by quarter. In the
first quarter, incentives expense typically increases
reflecting the vesting of long-term stock awards for
retirement-eligible employees. In the third quarter,
Depositary Receipts revenue is typically higher due
to an increased level of client dividend payments.
Also in the third quarter, volume-related fees may
decline due to reduced client activity. In the third
quarter, staff expense typically increases reflecting
the annual employee merit increase. In the fourth
quarter, we typically incur higher business
development and marketing expenses. In our
Investment Management business, performance fees
are typically higher in the fourth quarter, as the fourth
quarter represents the end of the measurement period
for many of the performance fee-eligible
relationships.

The results of our businesses may also be impacted
by the translation of financial results denominated in
foreign currencies to the U.S. dollar. We are
primarily impacted by activities denominated in the
British pound and the euro. On a consolidated basis
and in our Investment Services business, we typically
have more foreign currency denominated expenses
than revenues. However, our Investment
Management business typically has more foreign
currency denominated revenues than expenses.
Overall, currency fluctuations impact the year-over-
year growth rate in the Investment Management
business more than the Investment Services business.
However, currency fluctuations, in isolation, are not
expected to significantly impact net income on a
consolidated basis.

Results of Operations (continued)

2016 compared with 2015

Noninterest expense decreased 3%, compared with
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.

Income taxes

BNY Mellon recorded an income tax provision of
$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. The income tax provision was $1.2
billion (24.9% effective tax rate) in 2016 and $1.0
billion (23.9% effective tax rate) in 2015. For
additional information, see Note 10 of the Notes to
Consolidated Financial Statements.

We expect the effective tax rate to be approximately
21% in 2018 based on current income tax rates.

Review of businesses

We have an internal information system that produces
performance data along product and service lines for
our two principal businesses, Investment
Management and Investment Services, and the Other
segment.

Business accounting principles

Our business data has been determined on an internal
management basis of accounting, rather than the
generally accepted accounting principles used for
consolidated financial reporting. These measurement
principles are designed so that reported results of the
businesses will track their economic performance.

For information on the accounting principles of our
businesses, the primary types of revenue by business
and how our businesses are presented and analyzed,

16 BNY Mellon

Results of Operations (continued)

The following table presents key market metrics at period end and on an average basis.

Key market metrics

Standard & Poor’s (“S&P”) 500 Index (a)
S&P 500 Index – daily average
FTSE 100 Index (a)
FTSE 100 Index – daily average
MSCI EAFE (a)
MSCI EAFE – daily average
Barclays Capital Global Aggregate BondSM Index (a)(b)
NYSE and NASDAQ share volume (in billions)
JPMorgan G7 Volatility Index – daily average (c)
Average interest on excess reserves paid by the Federal Reserve

Foreign exchange rates vs. U.S. dollar:

British pound (a)
British pound – average rate
Euro (a)
Euro – average rate

2017

2674
2449
7688
7380
2051
1887
485
752
8.41
1.10%

2016
2239
2095
7143
6474
1684
1645
451
797
10.54

0.51%

Increase (Decrease)
2017 vs.
2016
19 %
17
8
14
22
15
8
(6)
(20)
59 bps

2016 vs.
2015
10 %
2
14
(2)
(2)
(9)
2
3
6
25 bps

2015
2044
2061
6242
6590
1716
1810
442
776
9.97
0.26%

1.35
1.29
1.20
1.14

1.23
1.35
1.05
1.11

1.48
1.53
1.09
1.11

10 %
(4)
14
3

(17) %
(12)
(4)
—

(a) Period end.
(b) Unhedged in U.S. dollar terms.
(c) The JPMorgan G7 Volatility Index is based on the implied volatility in 3-month currency options.

Fee revenue in Investment Management, and to a
lesser extent in Investment Services, is impacted by
the value of market indices. At Dec. 31, 2017, we
estimate that a 5% change in global equity markets,
spread evenly throughout the year, would impact fee
revenue by less than 1% and diluted earnings per
common share by $0.03 to $0.05.

See Note 22 of the Notes to Consolidated Financial
Statements for the consolidating schedules which
show the contribution of our businesses to our overall
profitability.

BNY Mellon 17

Results of Operations (continued)

Investment Management business

(dollars in millions)
Revenue:

Investment management fees:

Mutual funds
Institutional clients
Wealth management

Investment management fees (a)

Performance fees

Investment management and performance fees

Distribution and servicing
Other (a)

Total fee and other revenue (a)

Net interest revenue
Total revenue
Provision for credit losses
Noninterest expense (ex. amortization of intangible assets)
Amortization of intangible assets

Total noninterest expense
Income before taxes
Income before taxes (ex. amortization of intangible assets) – Non-GAAP

Pre-tax operating margin
Adjusted pre-tax operating margin – Non-GAAP (b)

2017
vs.
2016

6 %
5
7
6
57
7
8
N/M
7
1
7
N/M
4
(27)
3
18 %
14 %

2016
vs.
2015

— %
(3)
2
(1)
(38)
(2)
26
N/M
(5)
3
(4)
N/M
(2)
(15)
(3)
(8)%
(8)%

2017

2016

2015

$
$

1,286
1,455
687
3,428
94
3,522
207
(61)
3,668
329
3,997
2
2,794
60
2,854
1,141
1,201

$
$

1,210
1,380
642
3,232
60
3,292
192
(60)
3,424
327
3,751
6
2,696
82
2,778
967
1,049

$
$

1,208
1,425
630
3,263
97
3,360
152
75
3,587
319
3,906
(1)
2,762
97
2,859
1,048
1,145

29%
34%

26%
32%

27%
32%

Average balances:
Average loans
Average deposits

20 %
3 %
(a) Total fee and other revenue includes the impact of the consolidated investment management funds, net of noncontrolling interests. See page 121
for a breakdown of the revenue line items in the Investment Management business impacted by the consolidated investment management funds.
Additionally, other revenue includes asset servicing, treasury services, foreign exchange and other trading revenue and investment and other
income.

$ 15,015
$ 15,650

$ 12,545
$ 15,160

$ 16,565
$ 13,615

10 %
(13)%

(b) Excludes amortization of intangible assets, provision for credit losses and distribution and servicing expense. See “Supplemental information –

Explanation of GAAP and Non-GAAP financial measures” beginning on page 118 for the reconciliation of this Non-GAAP measure.

18 BNY Mellon

Results of Operations (continued)

AUM trends (a)(b)
(dollars in billions)
AUM at period end, by product type: (b)

Equity
Fixed income
Index
Liability-driven investments (c)
Multi-asset and alternative investments
Cash

Total AUM

AUM at period end, by client type:

Institutional
Mutual funds
Private client

Total AUM

Changes in AUM: (b)

Beginning balance of AUM
Net inflows (outflows):
Long-term strategies:

Equity
Fixed income
Liability-driven investments (c)
Multi-asset and alternative investments

Total long-term active strategies inflows

Index

Total long-term strategies inflows (outflows)

Short-term strategies:

Cash

Total net inflows (outflows)

Net market impact/other
Net currency impact
Acquisition

Ending balance of AUM

2017

2016

2015

2014

2013

161 $
206
350
667
214
295
1,893 $

153 $
186
312
554
181
262
1,648 $

160 $
196
319
511
167
272
1,625 $

183 $
193
351
501
167
291
1,686 $

1,346 $
453
94
1,893 $

1,182 $
381
85
1,648 $

1,127 $
420
78
1,625 $

1,164 $
438
84
1,686 $

196
187
318
403
162
291
1,557

1,047
426
84
1,557

1,648 $

1,625 $

1,686 $

1,557 $

1,349

(14)
6
50
8
50
(17)
33

(15)
(5)
26
12
18
(32)
(14)

(31)
(1)
35
9
12
(29)
(17)

(9)
3
46
2
42
5
47

1
12
65
2
80
18
98

30
63
106
76
—
1,893 $

(9)
(23)
181
(137)
2
1,648 $

(18)
(35)
(8)
(36)
18
1,625 $

1
48
122
(41)
—
1,686 $

5
103
94
11
—
1,557

(a) Excludes securities lending cash management assets and assets managed in the Investment Services business.
(b) In 2017, the AUM in our Wealth Management business and our multi-asset strategies has been reclassified into multi-asset and

alternative investments. This reclassification does not change total AUM. All prior periods have been restated.

Business description

With $1.9 trillion under management, our Investment
Management business is the seventh largest global
asset manager and includes our Wealth Management
business and specialist investment boutiques.

Our Investment Management boutiques deliver a
highly diversified portfolio of investment strategies
independently, and through our global distribution
network, to institutional and retail clients globally.
The boutiques offer a broad range of actively
managed equity, fixed income, alternative and
liability-driven investments, along with passive
products and cash management. Each boutique
follows its own investment approach to innovate and
develop investment solutions designed to deliver
performance returns and outcomes that meet the
investing goals of an increasingly sophisticated client

base. Our multi-boutique model is designed to
provide the best elements of investment focus and
infrastructure at scale for the benefit of clients.

BNY Mellon completed the sale of CenterSquare
Investment Management in early 2018 and
announced the consolidation of Mellon Capital
Management, Standish Mellon Asset Management,
and The Boston Company Asset Management
effective in the first quarter of 2018.

In addition to the investment boutiques, Investment
Management has multiple global distribution entities
which are responsible for distributing investment
products manufactured by the investment boutiques.
In addition, The Dreyfus Corporation and its affiliate,
MBSC Securities Corporation, are responsible for
management and distribution of our U.S. mutual
funds, and certain offshore money market funds.

BNY Mellon 19

Results of Operations (continued)

BNY Mellon Wealth Management provides
investment management, custody, wealth and estate
planning and private banking services, and conducts
business globally. BNY Mellon Wealth Management
has more than $200 billion in total private client
assets as of Dec. 31, 2017, and an extensive network
of offices in the U.S. and internationally.

The results of the Investment Management business
are driven by the period end, average and mix of
AUM, as well as the level of activity in client
accounts. The overall level of AUM for a given
period is determined by:

•
•

•

the beginning level of AUM;
the net flows of new assets during the period
resulting from new business wins and existing
client enrichments, reduced by the loss of clients
and withdrawals; and
the impact of market price appreciation or
depreciation, acquisitions or divestitures and
foreign exchange rates.

The mix of AUM is determined principally by client
asset allocation decisions among equity, fixed
income, passive products, cash, liability-driven
investments and multi-asset and alternative
investments.

Managed equity assets typically generate higher
percentage fees than liability-driven investments and
fixed-income assets. Also, actively managed assets
typically generate higher management fees than
indexed or passively managed assets of the same
type.

Investment management fees are dependent on the
overall level and mix of AUM and the management
fees expressed in basis points (one-hundredth of one
percent) charged for managing those assets.
Management fees are typically subject to fee
schedules based on the overall level of assets
managed for a single client or by individual asset
class and style. This is most common for institutional
clients where we typically manage substantial assets
for individual accounts.

Performance fees are generally calculated as a
percentage of a portfolio’s performance in excess of a
benchmark index or a peer group’s performance.

A key driver of organic growth in investment
management and performance fees is the amount of

20 BNY Mellon

net new AUM flows. Overall market conditions are
also key drivers, with a significant long-term
economic driver being growth of global financial
assets.

Net interest revenue is determined by loan and
deposit volumes and the interest rate spread between
customer rates and internal funds transfer rates on
loans and deposits. Expenses in the Investment
Management business are mainly driven by staffing
costs, incentives and distribution and servicing
expense.

Review of financial results

AUM increased 15% compared with Dec. 31, 2016
primarily reflecting higher market values, the
favorable impact of a weaker U.S. dollar (principally
versus the British pound) and net inflows.

Net long-term inflows of $33 billion in 2017 were a
result of $50 billion of inflows into actively managed
strategies, primarily liability-driven investments, and
$17 billion of outflows from index strategies. Net
short-term inflows were $30 billion in 2017. Market
and regulatory trends have resulted in increased
demand for lower fee asset management products,
and for performance-based fees.

Total revenue was $4.0 billion, an increase of 7%
compared with 2016. The increase primarily reflects
higher investment management and performance fees.

Revenue generated in the Investment Management
business included 41% from non-U.S. sources in both
2017 and 2016.

Investment management fees in the Investment
Management business increased 6% compared with
2016. The increase reflects higher equity market
values and money market fees, partially offset by the
unfavorable impact of a stronger U.S. dollar
(principally versus the British pound). On a constant
currency basis, investment management fees
increased 7% (Non-GAAP) compared with 2016.

Performance fees increased 57% compared with 2016
primarily reflecting liability-driven investment
strategies.

Distribution and servicing fees increased 8%
compared with 2016 primarily reflecting higher
money market fees.

Results of Operations (continued)

Other revenue decreased slightly compared with
2016, reflecting higher payments to Investment
Services related to higher money market fees,
primarily offset by lower losses on hedging activity.

Net interest revenue increased 1% compared with
2016. The increase primarily reflects higher interest
rates and average loans, partially offset by lower
average deposits. Average loans increased 10%
compared with 2016, while average deposits
decreased 13% compared with 2016.

Noninterest expense, excluding amortization of
intangible assets, was $2.8 billion, an increase of $98
million, or 4%, compared with 2016. The increase
compared with 2016 primarily reflects higher
incentive, distribution and servicing and severance
expenses, partially offset by the favorable impact of a
stronger U.S. dollar.

2016 compared with 2015

Income before taxes decreased 8% compared with
2015, primarily reflecting revenue decline of 4%,
partially offset by a 2% decrease in noninterest
expense, excluding amortization of intangible assets.
Fee and other revenue decreased 5% primarily
reflecting lower investment management and
performance fees and losses on hedging activity. The
decrease in investment management and performance
fees primarily reflects the unfavorable impact of a
stronger U.S. dollar and net outflows, partially offset
by higher money market fees and higher market
values. Net interest revenue increased 3% primarily
due to higher average loans and higher rates on
deposits, partially offset by the 2016 change in
internal crediting rates. Noninterest expense,
excluding amortization of intangible assets, decreased
$66 million, or 2%, primarily driven by the favorable
impact of a stronger U.S. dollar and lower incentive
expense, partially offset by higher distribution and
servicing expense as a result of lower money market
fee waivers.

BNY Mellon 21

Results of Operations (continued)

Investment Services business

(dollar amounts in millions, unless otherwise noted)
Revenue:

Investment services fees:

Asset servicing
Clearing services
Issuer services
Treasury services
Total investment services fees

Foreign exchange and other trading revenue
Other (a)

Total fee and other revenue

Net interest revenue

Total revenue

Provision for credit losses
Noninterest expense (ex. amortization of intangible assets)
Amortization of intangible assets

Total noninterest expense
Income before taxes
Income before taxes (ex. amortization of intangible assets) – Non-GAAP

2017

2016

2015

$
$

4,286
1,549
975
555
7,365
620
542
8,527
3,058
11,585
(7)
7,598
149
7,747
3,845
3,994

$
$

4,141
1,399
1,024
541
7,105
663
531
8,299
2,797
11,096
8
7,187
155
7,342
3,746
3,901

$
$

4,098
1,370
976
546
6,990
722
465
8,177
2,622
10,799
28
7,340
162
7,502
3,269
3,431

2017
vs.
2016

2016
vs.
2015

4 %

11
(5)
3
4
(6)
2
3
9
4
N/M
6
(4)
6
3 %
2 %

1 %
2
5
(1)
2
(8)
14
1
7
3
N/M

(2)
(4)
(2)
15 %
14 %

Pre-tax operating margin
Adjusted pre-tax operating margin (ex. provision for credit losses and amortization

of intangible assets) – Non-GAAP

33%

34%

35%

30%

32%

Investment services fees as a percentage of noninterest expense (ex. amortization of

intangible assets)

Securities lending revenue

Metrics:
Average loans
Average deposits

AUC/A at period end (in trillions) (b)
Market value of securities on loan at period end (in billions) (c)

Asset servicing:
Estimated new business wins (AUC/A) (in billions)

Clearing services:
Average active clearing accounts (U.S. platform) (in thousands)
Average long-term mutual fund assets (U.S. platform)
Average investor margin loans (U.S. platform)

Depositary Receipts:
Number of sponsored programs

97%

99%

95%

168

170

153

(1)%

11 %

$ 40,142
$ 200,235

$ 44,740
$ 217,882

$ 45,743
$ 233,833

$
$

33.3
408

1,002

$
$

29.9
296

498

$
$

28.9
277

1,191

(10)%
(8)%

11 %
38 %

(2)%
(7)%

3 %
7 %

6,137
$ 487,845
9,810
$

5,949
$ 431,937
$ 10,772

6,023
$ 451,924
$ 11,627

3 %
13 %
(9)%

(1)%
(4)%
(7)%

886

1,062

1,145

(17)%

(7)%

Broker-Dealer:
Average tri-party repo balances (in billions)
1 %
(a) Other revenue includes investment management fees, financing-related fees, distribution and servicing revenue and investment and other income.
(b)
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.
(c) Represents the total amount of securities on loan in our agency securities lending program managed by the Investment Services business.

15 %

2,183

2,156

2,502

Excludes securities for which BNY Mellon acts as agent on behalf of CIBC Mellon clients, which totaled $71 billion at Dec. 31, 2017, $63 billion
at Dec. 31, 2016 and $55 billion at Dec. 31, 2015.

22 BNY Mellon

Results of Operations (continued)

Business description

BNY Mellon Investment Services provides business
and technology solutions across the investments
process to entities including financial institutions,
corporations, foundations and endowments, public
funds and government agencies.

We are one of the leading global investment services
providers with $33.3 trillion of AUC/A at Dec. 31,
2017.

• We are the primary provider of U.S. government
securities clearance and a provider of non-U.S.
government securities clearance. We provide
services to settle securities transactions in
approximately 100 markets.

• We are a leading provider of tri-party repo
collateral management services with
approximately $2.5 trillion serviced globally
including approximately $1.7 trillion of the U.S.
tri-party repo market.

• Our agency securities lending program is one of

the largest lenders of U.S. and non-U.S.
securities, servicing a lendable asset pool of
approximately $3.4 trillion in 34 separate
markets.

• We serve as trustee and/or paying agent on more
than 50,000 debt-related issuances globally.

• As one of the largest providers of depositary

receipts services in the world, we served as
depositary for 886 sponsored American and
global depositary receipts programs at Dec. 31,
2017, acting in partnership with leading
companies from 58 countries.

We offer asset servicing, clearing services, issuer
services and treasury services to our clients. BNY
Mellon’s comprehensive suite of asset servicing
solutions includes: custody, foreign exchange, fund
services, securities finance, investment manager
outsourcing, performance and risk analytics,
alternative investment services, broker-dealer
services, collateral management and liquidity
services.

As one of the largest fund accounting providers and a
trusted partner, we offer services for the safekeeping
of assets in capital markets globally. These services
include financial reporting, tax reporting services,
calculating and reporting net asset values (“NAVs”),

computing yields, maintaining brokerage account
records, and providing administrative support to
clients so they may meet their Securities and
Exchange Commission (“SEC”) and other
compliance requirements.

Our alternative investment services and structured
products business provides a full range of solutions
for alternative investment managers, including prime
custody, fund accounting, and client and regulatory
reporting services. We also support exchange-traded
funds and unit investment trusts, providing fund
administration, custody, basket creation and
dissemination, authorized participant interaction and
order processing, among other services.

Securities finance delivers securities lending and
financing solutions on both an agency and principal
basis. The products support a diverse group of client
segments, including pension funds, asset managers
(including hedge and liquid alternative funds),
sovereigns and other institutional clients.

In liquidity services, our market leading portal
enables cash investments for institutional clients via
money market funds, deposit products, and direct
investments in money market securities, and includes
fund research and analytics.

Our broker-dealer services business clears and settles
equity and fixed-income transactions globally and
serves as custodian for tri-party repo collateral
worldwide.

Clearing services, primarily Pershing LLC, an
indirect subsidiary of BNY Mellon (“Pershing”) and
its affiliates, provides business and technology
solutions to financial organizations globally,
delivering dependable operational support, robust
trading services, flexible technology, an expansive
array of investment and retirement solutions, practice
management support and service excellence. We
have approximately 1,400 clients and we effectively
serve their more than 100,000 advisors and staff, 7
million accounts, and over $1 trillion in client assets.

Our collateral services include collateral
management, administration and segregation. We
offer innovative solutions and industry expertise
which helps financial institutions and institutional
investors to mine opportunities from liquidity,
financing, risk and balance sheet challenges.

BNY Mellon 23

Results of Operations (continued)

Our corporate trust business delivers a full range of
issuer and related investor services, including trustee,
paying agency, fiduciary, escrow and other financial
services. We are a leading provider to the debt capital
markets, providing customized and market-driven
solutions to investors, bondholders and lenders.

Our treasury services include customizable solutions
and innovative technology that deliver high-quality
cash management, payment and trade support for
corporate and institutional global treasury needs.

We also provide credit facilities and solutions to
support our clients globally.

Role of BNY Mellon, as a trustee, for mortgage-
backed securitizations

BNY Mellon acts as trustee and document custodian
for certain mortgage-backed security (“MBS”)
securitization trusts. The role of trustee for MBS
securitizations is limited; our primary role as trustee
is to calculate and distribute monthly bond payments
to bondholders. As a document custodian, we hold
the mortgage, note, and related documents provided
to us by the loan originator or seller and provide
periodic reporting to these parties. BNY Mellon,
either as document custodian or trustee, does not
receive mortgage underwriting files (the files that
contain information related to the creditworthiness of
the borrower). As trustee or custodian, we have no
responsibility or liability for the quality of the
portfolio; we are liable only for performance of our
limited duties as described above and in the trust
documents. BNY Mellon is indemnified by the
servicers or directly from trust assets under the
governing agreements. BNY Mellon may appear as
the named plaintiff in legal actions brought by
servicers in foreclosure and other related proceedings
because the trustee is the nominee owner of the
mortgage loans within the trusts.

BNY Mellon also has been named as a defendant in
legal actions brought by MBS investors alleging that
the trustee has expansive duties under the governing
agreements, including to investigate and pursue
claims against other parties to the MBS transaction.
For additional information on our legal proceedings
related to this matter, see Note 20 of the Notes to
Consolidated Financial Statements.

24 BNY Mellon

Review of financial results

AUC/A increased 11% compared with Dec. 31, 2016
to a record $33.3 trillion, reflecting higher market
values, the favorable impact of a weaker U.S. dollar
and net new business. AUC/A consisted of 37%
equity securities and 63% fixed-income securities at
Dec. 31, 2017, compared with 34% equity securities
and 66% fixed-income securities at Dec. 31, 2016.

Investment services fees were $7.4 billion, an
increase of 4% compared with 2016 and, reflecting
the following factors:

• Asset servicing fees (custody, fund services,
broker-dealer services, securities finance,
collateral management and liquidity services)
were $4.3 billion compared with $4.1 billion in
2016. The increase compared with 2016
primarily reflects 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 were $1.5 billion compared
with $1.4 billion in 2016. The increase compared
with 2016 was primarily driven by higher money
market fees and growth in long-term mutual fund
assets.

•

Issuer services fees (Depositary Receipts and
Corporate Trust) were $975 million compared
with $1.0 billion in 2016. The decrease
compared with 2016 primarily reflects lost
business and lower volumes from weaker cross-
border settlement activity in Depositary Receipts.

• Treasury services fees (global payments, trade

finance and cash management) were $555 million
compared with $541 million in 2016 primarily
reflecting higher payment volumes, partially
offset by higher compensating balance credits
provided to clients, which reduces fee revenue
and increases net interest revenue.

Market and regulatory trends are driving investable
assets toward lower fee asset management products at
reduced margins for our clients. These dynamics are
also negatively impacting our investment services
fees. However, at the same time, these trends are
providing additional outsourcing opportunities as
clients and other market participants seek to comply
with new regulations and reduce their operating costs.

Results of Operations (continued)

Foreign exchange and other trading revenue totaled
$620 million compared with $663 million in 2016.
The decrease primarily reflects lower volatility,
partially offset by higher volumes.

Other revenue was $542 million compared with $531
million in 2016. The increase primarily reflects
higher payments from Investment Management
related to higher money market fees, partially offset
by certain fees paid to introducing brokers.

Net interest revenue was $3.1 billion compared with
$2.8 billion in 2016. The increase primarily reflects
higher interest rates, partially offset by lower average
deposit and loan balances.

Noninterest expense, excluding amortization of
intangible assets, was $7.6 billion compared with
$7.2 billion in 2016. The increase primarily reflects
higher staff expense, including severance, litigation,
additional technology-related costs and asset
impairments.

Other segment

(in millions)
Revenue:

Fee and other revenue
Net interest (expense) revenue

2016 compared with 2015

Income before taxes was $3.7 billion in 2016
compared with $3.3 billion in 2015. Income before
taxes, excluding amortization of intangible assets
(Non-GAAP), increased $470 million, or 14%. Fee
and other revenue increased $122 million, or 1%,
compared with 2015, reflecting higher investment
services fees driven by higher issuer services, asset
servicing and clearing services fees, primarily
reflecting higher money market fees, and higher other
revenue related to higher payments from Investment
Management, partially offset by lower foreign
exchange and other trading revenue. The $175
million increase in net interest revenue primarily
reflects changes in internal crediting rates for
deposits, partially offset by a decrease in average
deposit balances. Noninterest expense, excluding
intangible amortization, decreased $153 million, or
2%, compared with 2015, primarily due to lower
litigation, temporary services, sub-custodian, legal
and other purchased services expenses, partially
offset by higher bank assessment charges.

2017

2016

2015

Total revenue
Provision for credit losses
Noninterest expense (ex. amortization of intangible assets and M&I and restructuring charges

(recoveries))

Amortization of intangible assets
M&I and restructuring charges (recoveries)

Total noninterest expense

(Loss) income before taxes
(Loss) income before taxes (ex. amortization of intangible assets, M&I and restructuring charges

(recoveries)) – Non-GAAP

Average loans and leases

7 $

(79)
(72)
(19)

345
—
2
347
(400) $

366 $
14
380
(25)

390
—
4
394

11 $

336
85
421
133

434
2
(2)
434
(146)

(398) $

15 $

(146)

1,232 $

1,926 $

2,384

Description of segment

•

business exits.

The Other segment primarily includes:

Revenue primarily reflects:

•
•

•
•
•

the leasing portfolio;
corporate treasury activities, including our
investment securities portfolio;
derivatives and other trading activity;
corporate and bank-owned life insurance;
renewable energy investments; and

•

net interest revenue and lease-related gains
(losses) from leasing operations;
net interest revenue from corporate treasury
activity;
fee and other revenue from corporate and bank-
owned life insurance and business exits; and

BNY Mellon 25

Results of Operations (continued)

•

gains (losses) associated with investment
securities and other assets, including renewable
energy.

Expenses include:

• M&I expenses and corporate-level restructuring

•

charges;
direct expenses supporting leasing, investing, and
funding activities; and
expenses not directly attributable to the
Investment Management and Investment Services
operations.

Review of financial results

Loss before taxes was $400 million in 2017 compared
with income before taxes of $11 million in 2016.

Total fee and other revenue decreased $359 million
compared with 2016, primarily reflecting the impact
of U.S. tax legislation on our investments in
renewable energy investments and lower net
securities gains.

Net interest expense was $79 million in 2017
compared with net interest revenue of $14 million in
2016. The $93 million decrease primarily reflects the
impact of interest rate hedging activities and leasing-
related adjustments, partially offset by higher interest
rates.

Noninterest expense, excluding amortization of
intangible assets and M&I and restructuring charges
(recoveries), decreased $45 million compared with
2016. The decrease was primarily driven by lower
staff and other expenses.

2016 compared with 2015

Income before taxes was $11 million in 2016
compared with a loss of $146 million in 2015. Total
revenue decreased $41 million primarily driven by
lower other income driven by the impact of increased
investments in renewable energy, and results of the
leasing portfolio inclusive of changes to internal
transfer pricing in 2016, partially offset by the
positive impact of foreign currency hedging activity.
The provision for credit losses was a credit of $25
million in 2016 reflecting the receipt of trust assets
from the bankruptcy proceedings of Sentinel in
excess of the carrying value. The provision for credit
losses was $133 million in 2015 reflecting the

26 BNY Mellon

impairment charge related to Sentinel. Noninterest
expense, excluding amortization of intangible assets
and M&I and restructuring charges (recoveries),
decreased $44 million primarily reflecting lower
equipment expense and professional, legal and other
purchased services, partially offset by higher software
expense.

International operations

Our primary international activities consist of asset
servicing and global payment services in our
Investment Services business and asset management
in our Investment Management business.

Our clients include central banks and sovereigns,
financial institutions, asset managers, insurance
companies, corporations, local authorities and high
net worth individuals and family offices. Through
our global network of offices, we have developed a
deep understanding of local requirements and cultural
needs, and we pride ourselves on providing dedicated
service through our multilingual sales, marketing and
client service teams.

At Dec. 31, 2017, we had approximately 8,800
employees in Europe, the Middle East and Africa
(“EMEA”), approximately 15,300 employees in the
Asia-Pacific region (“APAC”) and approximately 700
employees in other global locations, primarily Brazil.

We are the seventh largest global asset manager. At
Dec. 31, 2017, our international operations managed
51% of BNY Mellon’s AUM, compared with 49% at
Dec. 31, 2016. The increase in international AUM
primarily resulted from the favorable impact of a
weaker U.S. dollar (principally versus the British
pound), net inflows and higher market values.

In Europe, we maintain a presence in Undertakings
for Collective Investment in Transferable Securities
Directives (“UCITS”). In Ireland, BNY Mellon
provides fund administration services across
domiciled and non-domiciled funds. We offer a full
range of tailored solutions for investment companies,
financial institutions and institutional investors in
Germany.

We are a provider of non-U.S. government securities
clearance, settling securities transactions in
approximately 100 markets.

Results of Operations (continued)

We have extensive experience providing trade and
cash services to financial institutions and central
banks outside of the U.S. In addition, we offer a
broad range of servicing and fiduciary products to
financial institutions, corporations and central banks
depending on the state of market development. In
emerging markets, we lead with global payments and
issuer services, introducing other products as the
markets mature. For more established markets, our
focus is on global investment services.

We are also a full-service global provider of foreign
exchange services, actively trading in over 100 of the
world’s currencies. We serve clients from trading
desks located in Europe, Asia and North America.

Our financial results, as well as our levels of AUM
and AUC/A, are impacted by translation from foreign
currencies to the U.S. dollar. We are primarily
impacted by activities denominated in the British
pound and the euro. If the U.S. dollar depreciates
against these currencies, the translation impact is a
higher level of fee revenue, net interest revenue,
noninterest expense and AUM and AUC/A.
Conversely, if the U.S. dollar appreciates, the
translated levels of fee revenue, net interest revenue,
noninterest expense and AUM and AUC/A will be
lower.

Foreign exchange rates
vs. U.S. dollar
Spot rate (at Dec. 31):
British pound
Euro

Yearly average rate:

British pound
Euro

2017

2016

2015

$ 1.3532 $ 1.2323 $ 1.4799
1.0883
1.0538

1.2009

$ 1.2885 $ 1.3548 $ 1.5282
1.1100
1.1065

1.1390

International clients accounted for 36% of revenues
in 2017, compared with 34% in 2016 and 36% in
2015. Net income from international operations was
$1.8 billion in 2017, compared with $1.6 billion in
2016 and $1.7 billion in 2015.

In 2017, revenues from EMEA were $4.0 billion,
compared with $3.7 billion in 2016 and $3.9 billion
2015. Revenues from EMEA increased 6% in 2017
compared with 2016, primarily reflecting higher
revenue in the Investment Services business driven
by higher asset servicing fees, primarily reflecting
higher equity market values, net new business,
including growth in collateral management, partially
offset by the downsizing of the UK transfer agency

business. Revenues from EMEA also reflect higher
revenue in the Investment Management business,
driven by 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). Our
Investment Services business generated 67% and our
Investment Management business generated 33% of
EMEA revenues. Net income from EMEA was $1.2
billion in 2017, compared with $1.0 billion in 2016
and $1.2 billion in 2015.

Revenues from APAC were $997 million in 2017,
compared with $922 million in 2016 and $904
million in 2015. Revenues from APAC increased 8%
in 2017 compared with 2016, primarily reflecting
higher net interest revenue and treasury services fees
in the Investment Services business. Our Investment
Services businesses generated 80% and our
Investment Management businesses generated 20%
of APAC revenues. Net income from APAC was
$426 million in 2017, compared with $389 million in
2016 and $365 million in 2015.

For additional information regarding our international
operations, including certain key subjective
assumptions used in determining the results, see Note
23 of the Notes to Consolidated Financial Statements.

Country risk exposure

We have exposure to certain countries with higher
risk profiles. Exposure described below reflects the
country of operations and risk of the immediate
counterparty. We continue to monitor our exposure to
these and other countries as part of our risk
management process. See “Risk management” for
additional information on how our exposures are
managed.

BNY Mellon has a limited economic interest in the
performance of assets of consolidated investment
management funds, and therefore they are excluded
from this disclosure.

Italy and Spain

Events in recent years have resulted in increased
focus on Italy and Spain. We had net exposure of
$1.8 billion to Italy and $2.1 billion to Spain at Dec.
31, 2017. We had net exposure of $1.2 billion to Italy
and $2.0 billion to Spain at Dec. 31, 2016. At both
Dec. 31, 2017 and Dec. 31, 2016, exposure to Italy

BNY Mellon 27

Results of Operations (continued)

and Spain primarily consisted of investment grade
sovereign debt. Investment securities exposure
totaled $1.3 billion in Italy and $1.6 billion in Spain
at Dec. 31, 2017 and $1.1 billion in Italy and $1.8
billion in Spain at Dec. 31, 2016.

Brazil

Conditions in Brazil have resulted in increased focus
on its economic and political stability. We have
operations in Brazil providing investment services
and investment management services. At Dec. 31,
2017 and Dec. 31, 2016, we had total net exposure to
Brazil of $1.4 billion and $1.3 billion, respectively.
This included $1.3 billion at both periods in loans,
which are primarily short-term trade finance loans
extended to large financial institutions. At Dec. 31,
2017 and Dec. 31, 2016, we held $136 million and
$73 million, respectively, of non-investment grade
sovereign debt.

Turkey

Events in recent years have resulted in increased
focus on exposure to Turkey. We mainly provide
treasury and issuer services, as well as foreign
exchange products primarily to the top-10 largest
financial institutions in the country. As of Dec. 31,
2017 and Dec. 31, 2016, our exposure totaled $707
million and $713 million, respectively, consisting
primarily of syndicated credit facilities and trade
finance loans.

Cross-border risk

Cross-border outstandings are based on the Federal
Financial Institutions Examination Council’s
(“FFIEC”) regulatory guidelines for reporting cross-
border risk. Cross-border outstandings in the table
below include loans, acceptances, interest-bearing
deposits with other banks, other interest-bearing
investments, and other monetary assets which are
denominated in U.S. dollars or other non-local
currencies. Also included are local currency
outstandings not hedged or funded by local
borrowings. Under the FFIEC guidelines, cross-
border outstandings are reported based on the
domicile of the counterparty, issuer of collateral or
guarantor.

Foreign assets are subject to the general risks
attendant on the conduct of business in each foreign
country, including economic uncertainties and each
foreign government’s regulations. In addition, our
foreign assets may be affected by changes in demand
or pricing resulting from fluctuations in currency
exchange rates or other factors.

The table below shows our cross-border outstandings
at Dec. 31 of each of the last three years where cross-
border exposure exceeds 1.00% of total assets
(denoted with “*”) or exceeds 0.75% but less than or
equal to 1.00% of total assets (denoted with “**”).

Cross-border outstandings

(in millions)
2017:

Germany**
Canada**
France**

2016:

France*
Germany*
Canada*
United Kingdom**

2015:

United Kingdom*
France*
Germany**

Banks and
other financial
institutions (a)

1,530
2,256
295

1,662
2,398
2,199
1,325

1,732
968
1,882

Public
sector

1,344
1
2,519

2,559
1,408
1
1,584

569
2,855
1,666

Commercial,
industrial
and other

Total
cross-border
outstandings (b)

600
1,170
130

109
357
1,211
405

2,265
120
363

3,474
3,427
2,944

4,330
4,163
3,411
3,314

4,566
3,943
3,911

(a) Primarily short-term interest-bearing deposits with banks. Also includes global trade finance loans.
(b) Excludes assets of consolidated investment management funds.

28 BNY Mellon

Results of Operations (continued)

Emerging markets exposure

We determine our emerging markets exposures using
the MSCI Emerging Markets (EM) IMI Index. Our
emerging markets exposures totaled $11 billion at
both Dec. 31, 2017 and Dec. 31, 2016, as higher
interest-bearing deposits with banks in China were
offset by lower trade finance loans and interest-
bearing deposits with banks in various countries.

Critical accounting estimates

Our significant accounting policies are described in
Note 1 of the Notes to Consolidated Financial
Statements under “Summary of significant
accounting and reporting policies.” Our critical
accounting estimates are those related to the
allowance for loan losses and allowance for lending-
related commitments, fair value of financial
instruments and derivatives, other-than-temporary
impairment, goodwill and other intangibles, and
pension accounting. Further information on policies
related to the allowance for loan losses and allowance
for lending-related commitments can be found under
“Summary of significant accounting and reporting
policies” in Note 1 of the Notes to Consolidated
Financial Statements. Additionally, further
information can be found in the Notes to
Consolidated Financial Statements related to the
following: the valuation of derivatives and securities
where quoted market prices are not available can be
found under “Fair value measurement” in Note 18;
information on other-than-temporary impairment can
be found in “Securities” in Note 4; policies related to
goodwill and intangible assets can be found in
“Goodwill and intangible assets” in Note 6; and
information on pensions can be found in “Employee
benefit plans” in Note 16.

Allowance for loan losses and allowance for
lending-related commitments

We utilize a quantitative methodology and qualitative
framework for determining the allowance for loan
losses and the allowance for lending-related
commitments. Within this qualitative framework,
management applies judgment when assessing

internal risk factors and environmental factors to
compute an additional allowance for each component
of the loan portfolio.

The three elements of the allowance for loan losses
and the allowance for lending-related commitments
include the qualitative allowance framework. The
three elements are:

•

an allowance for impaired credits of $1 million or
greater;
an allowance for higher risk-rated credits and
pass-rated credits; and
an allowance for residential mortgage loans.

Our lending is primarily to institutional customers.
As a result, our loans are generally larger than $1
million. Therefore, the first element, impaired
credits, is based on individual analysis of all impaired
loans of $1 million or greater. The allowance is
measured by the difference between the recorded
value of impaired loans and their impaired value.
Impaired value is either the present value of the
expected future cash flows from the borrower, the
market value of the loan, or the fair value of the
collateral, if the loan is collateral dependent.

The second element, higher risk-rated credits and
pass-rated credits, is based on our incurred loss
model. Individual credit analyses are performed on
such loans before being assigned a credit rating. All
borrowers are collectively evaluated based on their
credit rating. The loss inherent in each loan
incorporates the borrower’s credit rating, facility
rating and maturity. The loss given default, derived
from the facility rating, incorporates a recovery
expectation and an estimate of the use of the facility
at default (usage given default). The borrower’s
probability of default is derived from the associated
credit rating. Borrower ratings are reviewed at least
annually and are periodically mapped to third-party
databases, including rating agency and default and
recovery databases, for ongoing consistency and
validity. Higher risk-rated credits are reviewed
quarterly.

The third element, the allowance for residential
mortgage loans, is determined by segregating six
mortgage pools into delinquency periods, ranging
from current through foreclosure. Each of these
delinquency periods is assigned a probability of
default. A specific loss given default is assigned for
each mortgage pool. BNY Mellon assigns all

BNY Mellon 29

Results of Operations (continued)

residential mortgage pools, except home equity lines
of credit, a probability of default and loss given
default based on default and loss data derived from
internal historical data related to our residential
mortgage portfolio. The resulting incurred loss factor
(the probability of default multiplied by the loss given
default) is applied against the loan balance to
determine the allowance held for each pool. For
home equity lines of credit, probability of default and
loss given default are based on external data from
third-party databases due to the small size of the
portfolio and insufficient internal data.

The qualitative framework is used to determine an
additional allowance for each portfolio based on the
factors below:

Internal risk factors:

• Ratio of nonperforming loans to total non-margin

loans;

• Ratio of criticized assets to total loans and

lending-related commitments;

• Borrower concentration; and
• Significant concentrations in high-risk industries

and countries.

Environmental risk factors:

• U.S. non-investment grade default rate;
• Unemployment rate; and
• Change in real gross domestic product.

The objective of the qualitative framework is to
capture incurred losses that may not have been fully
captured in the quantitative reserve, which is based
primarily on historical data. Management determines
the qualitative allowance each period based on
judgment informed by consideration of internal and
external risk factors and other considerations that
may be deemed relevant during the period. Once
determined in the aggregate, our qualitative
allowance is then allocated to each of our loan classes
based on the respective classes’ quantitative
allowance balances with the allocations adjusted,
when necessary, for class specific risk factors.

For each risk factor, we calculate the minimum and
maximum values, and percentiles in-between, to
evaluate the distribution of our historical experience.
The distribution of historical experience is compared
to the risk factor’s current quarter observed
experience to assess the current risk inherent in the

30 BNY Mellon

portfolio and overall direction/trend of a risk factor
relative to our historical experience.

Based on this analysis, we assign a risk level–no
impact, low, moderate, high and elevated–to each risk
factor for the current quarter. Management assesses
the impact of each risk factor to determine an
aggregate risk level. We do not quantify the impact
of any particular risk factor. Management’s
assessment of the risk factors, as well as the trend in
the quantitative allowance, supports management’s
judgment for the overall required qualitative
allowance. A smaller qualitative allowance may be
required when our quantitative allowance has
reflected incurred losses associated with the
aggregate risk level. A greater qualitative allowance
may be required if our quantitative allowance does
not yet reflect the incurred losses associated with the
aggregate risk level.

To the extent actual results differ from forecasts or
management’s judgment, the allowance for credit
losses may be greater or less than future charge-offs.

The credit rating assigned to each credit is a
significant variable in determining the allowance. If
each credit were rated one grade better, the allowance
would have decreased by $64 million, while if each
credit were rated one grade worse, the allowance
would have increased by $104 million. Similarly, if
the loss given default were one rating worse, the
allowance would have increased by $42 million,
while if the loss given default were one rating better,
the allowance would have decreased by $29 million.
For impaired credits, if the net carrying value of the
loans was 10% higher or lower, the allowance would
have decreased or increased by less than $1 million,
respectively.

Fair value of financial instruments and
derivatives

The guidance included in Accounting Standards
Codification (“ASC”) 820, Fair Value Measurement,
defines fair value, establishes a framework for
measuring fair value, and expands disclosures about
assets and liabilities measured at fair value. The
standard also established a three-level hierarchy for
fair value measurements based upon the transparency
of inputs to the valuation of an asset or liability as of
the measurement date.

Results of Operations (continued)

Fair value - Securities

Level 1 - Securities: Securities where valuations are
based on recent quoted prices for identical securities
in actively traded markets.

Level 2 - Securities: For securities where quotes from
recent transactions are not available for identical
securities, we determine fair value primarily based on
pricing sources with reasonable levels of price
transparency. The pricing sources employ financial
models or obtain comparisons to similar instruments
to arrive at “consensus” prices.

Specifically, the pricing sources obtain recent
transactions for similar types of securities (e.g.,
vintage or position in the securitization structure) and
ascertain variables such as discount rate and speed of
prepayment for the type of transaction and apply such
variables to similar types of bonds. We view these as
observable transactions in the current market place
and classify such securities as Level 2.

In addition, we have significant investments in more
actively traded agency residential mortgage-backed
securities (“RMBS”) and other types of securities
such as sovereign debt. The pricing sources derive
the prices for these securities largely from quotes they
obtain from three major inter-dealer brokers. The
pricing sources receive their daily observed trade
price and other information feeds from the inter-
dealer brokers.

We obtain prices for our Level 1 and Level 2
securities from multiple pricing sources. We have
designed controls to develop an understanding of the
pricing sources’ securities pricing methodology and
have implemented specific internal controls over the
valuation of securities.

As appropriate, we review the quality control
procedures and pricing methodologies used by the
pricing sources, including the process for obtaining
prices provided by the pricing sources, their valuation
methodology and controls for each class of security.

Prices received from pricing sources are subject to
validation checks that help determine the
completeness and accuracy of the prices. These
validation checks are reviewed by management and,
based on the results, may be subject to additional
review and investigation. We also review securities

with no price changes (stale prices) and securities
with zero values.

We have a surveillance process in place to monitor
the reasonableness of prices provided by the pricing
sources. We utilize a hierarchy that compares
security prices obtained from multiple pricing sources
against established thresholds. Discrepancies that fall
outside of these thresholds are challenged with the
pricing services and adjusted if necessary.

If further research is required, we review and validate
these prices with the pricing sources. We also
validate prices from pricing sources by comparing
prices received to actual observed prices from actions
such as purchases and sales, when possible.

At Dec. 31, 2017, approximately 99% of our
securities were valued by pricing sources with
reasonable levels of price transparency.

Level 3 - Securities: Where we have used our own
cash flow models, which included a significant input
into the model that was deemed unobservable, to
estimate the value of securities, we classify them in
Level 3. At both Dec. 31, 2017 and Dec. 31, 2016,
we have no securities included in Level 3 of the fair
value hierarchy.

See Note 18 of the Notes to Consolidated Financial
Statements for details of our securities by ASC 820,
Fair Value Measurement, hierarchy level.

Fair value - Derivative financial instruments

Level 1 - Derivative financial instruments: Includes
derivative financial instruments that are actively
traded on exchanges, principally listed equity options.

Level 2 - Derivative financial instruments: Includes
the vast majority of our over-the-counter (“OTC”)
derivative financial instruments. Derivatives
classified as Level 2 are valued utilizing discounted
cash flow analysis and financial models for which the
valuation inputs are observable or can be
corroborated, directly or indirectly, for substantially
the full term of the instrument. Valuation inputs
include interest rate yield curves, foreign exchange
rates, equity prices, credit curves, option volatilities
and other factors.

Where appropriate, valuation adjustments are made to
account for various factors such as creditworthiness

BNY Mellon 31

Results of Operations (continued)

of the counterparty, credit worthiness of the Company
and model and liquidity risks. Level 2 over-the-
counter derivatives generally include interest rate
swaps and options, foreign exchange forwards,
foreign exchange swaps and options, forward rate
agreements, equity swaps and options, and credit
default swaps.

Level 3 - Derivative financial instruments: Level 3
derivatives include derivatives for which valuations
are based on inputs that are unobservable and
significant to the overall fair value measurement, and
may include certain long-dated or highly structured
contracts. At both Dec. 31, 2017 and Dec. 31, 2016,
we have no derivatives included in Level 3 of the fair
value hierarchy.

For details of our derivative financial instruments by
level of the valuation hierarchy, see Note 18 of the
Notes to Consolidated Financial Statements.

Fair value option

ASC 825, Financial Instruments, provides the option
to elect fair value as an alternative measurement basis
for selected financial assets, financial liabilities,
unrecognized firm commitments and written loan
commitments which are not subject to fair value
under other accounting standards. Under ASC 825,
Financial Instruments, fair value is used for both the
initial and subsequent measurement of the designated
assets, liabilities and commitments, with the changes
in fair value recognized in income. See Note 19 of
the Notes to Consolidated Financial Statements for
additional disclosure regarding the fair value option.

Fair value - Judgments

In times of illiquid markets and financial stress,
actual prices and valuations may significantly diverge
from results predicted by models. In addition, other
factors can affect our estimate of fair value, including
market dislocations, incorrect model assumptions,
and unexpected correlations. These valuation
methods could expose us to materially different
results should the models used or underlying
assumptions be inaccurate. See Note 1 to the Notes
to Consolidated Financial Statements.

Other-than-temporary impairment

The guidance included in ASC 320, Investments -
Debt and Equity Securities, defines the other-than-

32 BNY Mellon

temporary impairment (“OTTI”) model for
investments in debt securities. Under this guidance, a
debt security is considered impaired if its fair value is
less than its amortized cost basis. An OTTI is
triggered if (1) the intent is to sell the security; (2) the
security will more likely than not have to be sold
before the impairment is recovered, or (3) the
amortized cost basis is not expected to be recovered.
When an entity does not intend to sell the security
before recovery of its cost basis, it will recognize the
credit component of an OTTI of a debt security in
earnings and the remaining portion in accumulated
other comprehensive income.

The determination of whether a credit loss exists is
based on best estimates of the present value of cash
flows to be collected from the debt security.
Generally, cash flows are discounted at the effective
interest rate implicit in the debt security at the time of
acquisition. For debt securities that are beneficial
interests in securitized financial assets and are not
high credit quality, ASC 325, Investments - Other,
provides that cash flows be discounted at the current
yield used to accrete the beneficial interest.

For each security in the investment securities
portfolio, an extensive, quarterly review is conducted
to determine if an OTTI has occurred. For example,
to determine if an unrealized loss on non-agency
RMBS is other-than-temporary, we project total
estimated defaults of the underlying assets
(mortgages) and multiply that calculated amount by
an estimate of realizable value upon sale of these
assets in the marketplace (severity) in order to
determine the projected collateral loss. We also
evaluate the current credit enhancement underlying
the bond to determine the impact on cash flows. If
we determine that a given non-agency RMBS will be
subject to a write-down or loss, we record the
expected credit loss as a charge to earnings.

In recent years, improving home prices helped to
stabilize the credit performance of non-agency RMBS
transactions. This in turn enabled us to maintain
generally stable assumptions for these transactions
with regard to estimated defaults and the amount we
expect to receive to cover the value of the loans
underlying the securities. See Note 4 of the Notes to
Consolidated Financial Statements for projected
weighted-average default rates and loss severities at
Dec. 31, 2017 and 2016 for the 2007, 2006 and
late-2005 non-agency RMBS and the securities
previously held in the Grantor Trust we established in

Results of Operations (continued)

connection with the restructuring of our investment
securities portfolio in 2009. If actual delinquencies,
default rates and loss severity assumptions worsen,
we would expect additional impairment losses to be
recorded in future periods.

At Dec. 31, 2017, if we were to increase each of our
projected loss severity and default rates by 100 basis
points on each of the positions in our Alt-A, subprime
and prime RMBS portfolios, including the securities
previously held by the Grantor Trust, credit-related
impairment charges on these securities would have
increased by less than $1 million (pre-tax). If we
were to decrease each of our projected loss severity
and default rates by 100 basis points on each of the
positions, credit-related impairment charges on these
securities would have decreased by less than $1
million (pre-tax).

Goodwill and other intangibles

We initially record all assets and liabilities acquired
in purchase acquisitions, including goodwill,
indefinite-lived intangibles and other intangibles, in
accordance with ASC 805, Business Combinations.
Goodwill, indefinite-lived intangibles and other
intangibles are subsequently accounted for in
accordance with ASC 350, Intangibles - Goodwill
and Other. The initial measurement of goodwill and
intangibles requires judgment concerning estimates of
the fair value of the acquired assets and liabilities.
Goodwill ($17.6 billion at Dec. 31, 2017) and
indefinite-lived intangible assets ($2.6 billion at Dec.
31, 2017) are not amortized but subject to tests for
impairment annually or more often if events or
circumstances indicate it is more likely than not they
may be impaired. Other intangible assets are
amortized over their estimated useful lives and are
subject to impairment if events or circumstances
indicate a possible inability to realize the carrying
value.

BNY Mellon’s three business segments include eight
reporting units for which annual goodwill impairment
testing is performed in accordance with ASC 350,
Intangibles - Goodwill and Other. The Investment
Management segment is comprised of two reporting
units; the Investment Services segment is comprised
of five reporting units and one reporting unit is
included in the Other segment.

The goodwill impairment test compares the estimated
fair value of the reporting unit with its carrying

amount, including goodwill. If the estimated fair
value of the reporting unit exceeds its carrying
amount, goodwill of the reporting unit is considered
not impaired. However, if the carrying amount of the
reporting unit were to exceed its estimated fair value,
an impairment loss would be recorded. A substantial
goodwill impairment charge would not have a
significant impact on our financial condition or our
regulatory capital ratios, but could have an adverse
impact on our results of operations. In addition, due
to regulatory restrictions, the Company’s subsidiary
banks could be restricted from distributing available
cash to the Parent, resulting in the Parent needing to
issue additional long-term debt.

In the second quarter of 2017, we performed our
annual goodwill test on all eight reporting units using
an income approach, and in certain cases a
combination of an income and market approach
(which produced reasonably consistent results), to
estimate the fair values of each reporting unit.
Estimated cash flows used in the income approach
were based on management’s projections as of April
1, 2017. The discount rate applied to these cash
flows ranged from 9.5% to 10.5% and incorporated a
6.0% market equity risk premium. Estimated cash
flows extend many years into the future, and, by their
nature, are difficult to estimate over such an extended
time frame.

As a result of the annual goodwill impairment test of
the eight reporting units, no goodwill impairment was
recognized. The fair value of the Asset Management
reporting unit, which is one of the two reporting units
in the Investment Management segment, exceeded its
carrying value by 16%. The Asset Management
reporting unit had $7.3 billion of allocated goodwill.
For the Asset Management reporting unit, in the
future, changes in the assumptions, such as changes
in the level of AUM and operating margin, could
produce a non-cash goodwill impairment.

Key judgments in accounting for intangibles include
useful life and classification between goodwill and
indefinite-lived intangibles or other intangibles
requiring amortization.

Indefinite-lived intangible assets are evaluated for
impairment at least annually by comparing their fair
values, estimated using discounted cash flow
analyses, to their carrying values. Other amortizing
intangible assets ($0.8 billion at Dec. 31, 2017) are
evaluated for impairment if events and circumstances

BNY Mellon 33

Results of Operations (continued)

indicate a possible impairment. Such evaluation of
other intangible assets would be initially based on
undiscounted cash flow projections.

See Notes 1 and 6 of the Notes to Consolidated
Financial Statements for additional information
regarding goodwill, intangible assets and the annual
and interim impairment testing.

Pension accounting

BNY Mellon has defined benefit pension plans
covering approximately 13,300 U.S. employees and
approximately 15,500 non-U.S. employees.

BNY Mellon has one qualified and several non-
qualified defined benefit pension plans in the U.S.
and several pension plans overseas. As of Dec. 31,
2017, the U.S. plans accounted for 77% of the
projected benefit obligation. The pension credit for
BNY Mellon plans was $27 million in 2017
compared with a pension credit of $44 million in
2016 and a pension credit of $10 million in 2015.

Effective June 30, 2015, the benefit accruals under
the U.S. qualified and nonqualified defined benefit
plans were frozen. This change resulted in no
additional benefits being earned by participants in
those plans based on service or pay after June 30,
2015. These plans were previously closed to new
participants effective Dec. 31, 2010, at which time a
non-elective contribution was added to the
Company’s defined contribution plan for employees
not eligible to join the pension plan. Employees
previously participating in the pension plan received
this non-elective contribution starting July 1, 2015.

A total net pension credit of $72 million is expected
to be recorded by BNY Mellon in 2018, assuming
currency exchange rates at Dec. 31, 2017. The
expected increase in the net pension credit in 2018
compared with 2017 is primarily driven by a decrease
in pension costs due to stronger than expected asset
performance in the U.S. and certain foreign countries
during 2017, partially offset by an increase in costs
due to lower discount rates.

A number of key assumptions and measurement date
values determine pension expense. The key elements
include the long-term rate of return on plan assets, the
discount rate, the market-related value of plan assets
and the price used to value stock in the Employee

34 BNY Mellon

Stock Ownership Plan (“ESOP”). Since 2015, these
key elements have varied as follows:

(dollars in millions,
except per share
amounts)

Domestic plans:

Long-term rate of return

on plan assets
Discount rate (a)
Market-related value of

plan assets (b)

ESOP stock price (b)
Net U.S. pension credit

(expense)

All other net pension credit

(expense)

Total net pension credit

(expense)

2018

2017

2016

2015

6.625% 6.625% 7.00%

3.97% 4.35% 4.48%

7.25%

4.13%

$ 5,238

$ 5,026

$ 4,830

$ 4,696

$ 52.80

$ 44.19

$ 41.66

$ 39.18

N/A $

N/A

(49)

(33)

(42)

N/A $

(a) As a result of the amendment to the U.S. pension plans, liabilities for
2015 were re-measured as of Jan. 29, 2015 at a discount rate of
3.73%.

(b) Market-related value of plan assets and ESOP stock price are for
the beginning of the plan year. See “Summary of significant
accounting and reporting policies” in Note 1 of the Notes to
Consolidated Financial Statements. The market-related value of
plan assets was $4,713 million as of the Jan. 29, 2015 re-
measurement.

The discount rate for U.S. pension plans was
determined after reviewing equivalent rates obtained
by discounting the pension plans’ expected cash flows
using various high-quality, long-term corporate bond
yield curves. We also reviewed the results of several
models that matched bonds to our pension cash flows.
After reviewing the various indices and models, we
selected a discount rate of 3.97% as of Dec. 31, 2017.

The discount rates for foreign pension plans are based
on high-quality corporate bond rates in countries that
have an active corporate bond market. In those
countries with no active corporate bond market,
discount rates are based on local government bond
rates plus a credit spread.

Our expected long-term rate of return on plan assets
is based on anticipated returns for each applicable
asset class. Anticipated returns are weighted for the
expected allocation for each asset class and are based
on forecasts for prospective returns in the equity and
fixed-income markets, which should track the long-
term historical returns for these markets. We also
consider the growth outlook for U.S. and global
economies, as well as current and prospective interest
rates.

Results of Operations (continued)

The market-related value of plan assets also
influences the level of pension expense. Differences
between expected and actual returns are recognized
over five years to compute an actuarially derived
market-related value of plan assets.

Unrecognized actuarial gains and losses are
amortized over the future service period of active
employees if they exceed a threshold amount. As of
Dec. 31, 2017, BNY Mellon had $1.3 billion of
unrecognized losses which are being amortized. As a
result of the amendment to the U.S. pension plans
described above, future unrecognized actuarial gains
and losses for the U.S. plans that exceed a threshold
amount will be amortized over the average future life
expectancy of plan participants with a maximum of
15 years.

The annual impacts of hypothetical changes in the
key assumptions on pension costs are shown in the
table below.

Pension expense
(dollar amounts in
millions, except per
share amounts)

Long-term rate of
return on plan
assets
Change in pension
expense
Discount rate
Change in pension
expense
Market-related
value of plan assets
Change in pension
expense
ESOP share price
Change in pension
expense

Increase in
pension expense

(Decrease) in
pension expense

(100) bps

(50) bps

50 bps

100 bps

$ 64

$ 32

$ (32)

$ (64)

(50) bps

(25) bps

25 bps

50 bps

$ 29

$ 14

$ (13)

$ (25)

(20) %

(10) %

10 %

20 %

$ 187

$ (10)

$ 93

$ (5)

$ (93)

(3)

$(169)

$ 10

(5)

In addition to its pension plans, BNY Mellon has an
ESOP. Benefits payable under The Bank of New
York Mellon Corporation Pension Plan are offset by
the equivalent value of benefits earned under the
ESOP for employees who participated in the legacy
Retirement Plan of The Bank of New York Company,
Inc.

Consolidated balance sheet review

One of our key risk management objectives is to
maintain a balance sheet that remains strong
throughout market cycles to meet the expectations of
our major stakeholders, including our shareholders,
clients, creditors and regulators.

We also seek to verify that the overall liquidity risk,
including intra-day liquidity risk, that we undertake
stays within our risk appetite. The objective of our
balance sheet management strategy is to maintain a
balance sheet that is characterized by strong liquidity
and asset quality, ready access to external funding
sources at competitive rates and a strong capital
structure that supports our risk-taking activities and is
adequate to absorb potential losses. In managing the
balance sheet, appropriate consideration is given to
balancing the competing needs of maintaining
sufficient levels of liquidity and complying with
applicable regulations and supervisory expectations
while optimizing profitability.

In 2017, we continued to maintain sufficient liquidity
and comply with applicable regulations. Our overall
liquidity position remained strong and is managed in
accordance with the nature of our balance sheet and
business model. Our LCR averaged 118% in the
fourth quarter as we met the 100% fully phased-in
regulatory requirement. Additionally, we increased
the estimated fully phased-in SLR (Non-GAAP) to
5.9% at Dec. 31, 2017 from 5.6% at Dec. 31, 2016.
This is above the regulatory minimum of 5.0%, which
became effective Jan. 1, 2018.

At Dec. 31, 2017, total assets were $372 billion
compared with $333 billion at Dec. 31, 2016. The
increase in total assets was primarily driven by higher
interest-bearing deposits with the Federal Reserve
and other central banks, partially offset by lower
loans. Deposits totaled $244 billion at Dec. 31, 2017
and $221 billion at Dec. 31, 2016, and were driven by
higher interest-bearing deposits in non-U.S. offices.
At Dec. 31, 2017 and Dec. 31, 2016, total interest-
bearing deposits were 51% of total interest-earning
assets.

At Dec. 31, 2017, we had $40 billion of liquid funds
(which include interest-bearing deposits with banks
and federal funds sold and securities purchased under
resale agreements) and $97 billion of cash (including
$92 billion of overnight deposits with the Federal
Reserve and other central banks) for a total of $137
billion of available funds. This compares with
available funds of $104 billion at Dec. 31, 2016.
Total available funds as a percentage of total assets
were 37% at Dec. 31, 2017 compared with 31% at
Dec. 31, 2016. For additional information on our
liquid funds and available funds, see “Liquidity and
dividends.”

BNY Mellon 35

Results of Operations (continued)

Investment securities were $120 billion, or 32% of
total assets, at Dec. 31, 2017, compared with $115
billion, or 34% of total assets, at Dec. 31, 2016. The
higher level of securities primarily reflects additional
investments in commercial MBS and agency RMBS,
partially offset by a decrease in consumer asset-
backed securities (“ABS”). For additional
information on our investment securities portfolio,
see “Investment securities” and Note 4 of the Notes
to Consolidated Financial Statements.

Loans were $62 billion, or 17% of total assets, at
Dec. 31, 2017, compared with $64 billion, or 19% of
total assets, at Dec. 31, 2016. The decrease in loans
was primarily driven by lower margin loans and loans
to financial institutions. For additional information
on our loan portfolio, see “Loans” and Note 5 of the
Notes to Consolidated Financial Statements.

Long-term debt totaled $28 billion at Dec. 31, 2017
and $24 billion at Dec. 31, 2016. The increase
reflects issuances of $5 billion, partially offset by the
maturity of $750 million and the redemption of trust

preferred securities. For additional information on
long-term debt, see “Liquidity and dividends” and
Note 11 of the Notes to Consolidated Financial
Statements.

The Bank of New York Mellon Corporation total
shareholders’ equity increased to $41 billion from $39
billion at Dec. 31, 2016. For additional information
on our capital, see “Capital” and Note 13 of the Notes
to Consolidated Financial Statements.

Investment securities

In the discussion of our investment securities
portfolio, we have included certain credit ratings
information because the information can indicate the
degree of credit risk to which we are exposed.
Significant changes in ratings classifications for our
investment securities portfolio could indicate
increased credit risk for us and could be accompanied
by a reduction in the fair value of our investment
securities portfolio.

The following table shows the distribution of our total investment securities portfolio.

Investment securities

portfolio

(dollars in millions)
Agency RMBS
U.S. Treasury
Sovereign debt/sovereign

guaranteed (c)

Non-agency RMBS (d)
Non-agency RMBS
European floating rate

notes (e)

Commercial MBS
State and political

subdivisions

Foreign covered bonds (f)
Corporate bonds
CLOs
U.S. government agencies
Consumer ABS
Other (g)

Total investment

securities

Dec. 31,
2016

Fair
value

$ 47,715
25,244

14,373

1,357
718

706

8,037

3,396

2,216
1,396
2,598
1,964
1,727
2,833

2017
change in
unrealized
gain (loss)

(29) $
143

Dec. 31, 2017

Amortized
cost

Fair
value
50,210 $ 49,746
24,848
24,951

(84)

13,998

14,128

3
18

(5)
1
6
24
5
(13)

811
511

275

1,091
549

271

11,425

11,394

2,966

2,604
1,249
2,898
2,570
1,040
4,485

2,973

2,615
1,255
2,909
2,603
1,043
4,483

Fair value
as a % of
amortized
cost (a)

Ratings (b)

Unrealized
gain (loss)

AAA/
AA-

A+/
A-

BBB+/
BBB-

BB+
and
lower

Not
rated

99 % $

100

101

85
98

100

100
101
100
101
100
100

(464)
(103)

130

280
38

(4)

(31)

11
6
11
33
3
(2)

100 % — % — % — % — %
—
100 —

— —

—
7

1
4

100 —
17
69
98 —
100 —
93 —
16
82

3
21

—

—
14
—
—
5
—

1 —

85
67

11
1

— —

—

— —
— —
1
1
— —
2 —
2

—

$ 114,280 (h) $

136 $ 119,993 $ 119,908 (h)

99% $

(85) (h)(i)

93% 3%

3% 1% —%

(a) Amortized cost before impairments.
(b) Represents ratings by S&P or the equivalent.
(c) Primarily consists of exposure to UK, France, Germany, Spain, Italy and the Netherlands.
(d) These RMBS were included in the former Grantor Trust and their amortized cost was written down to fair value in 2009. We believe these RMBS would

receive higher credit ratings if these ratings incorporated, as additional credit enhancements, the difference between the written-down amortized cost and
the current face amount of each of these securities.
Includes RMBS and commercial MBS. Primarily consists of exposure to UK and the Netherlands.

(e)
(f) Primarily consists of exposure to Canada, Australia, the Netherlands and Norway.
(g)

Includes commercial paper with a fair value of $401 million and $700 million and money market funds with a fair value of $842 million and $963 million
at Dec. 31, 2016 and Dec. 31, 2017, respectively.
Includes net unrealized losses on derivatives hedging securities available-for-sale of $211 million at Dec. 31, 2016 and $147 million at Dec. 31, 2017.

(h)
(i) Unrealized gains of $230 million at Dec. 31, 2017 related to available-for-sale securities, net of hedges.

36 BNY Mellon

Results of Operations (continued)

The fair value of our investment securities portfolio
was $119.9 billion at Dec. 31, 2017, compared with
$114.3 billion at Dec. 31, 2016. The higher level of
securities primarily reflects additional investments in
commercial MBS and agency RMBS, partially offset
by a decrease in consumer ABS.

At Dec. 31, 2017, the total investment securities
portfolio had a net unrealized loss of $85 million,
compared with a net unrealized 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.

The unrealized gain, net of tax, on our available-for-
sale investment securities portfolio included in
accumulated other comprehensive income (“OCI”)
was $184 million at Dec. 31, 2017, compared with
$45 million at Dec. 31, 2016.

At Dec. 31, 2017, 93% of the securities in our
portfolio were rated AAA/AA-, unchanged compared
with Dec. 31, 2016.

We routinely test our investment securities for OTTI.
See “Critical accounting estimates” for additional
information regarding OTTI.

The following table presents the amortizable purchase premium (net of discount) related to the investment securities
portfolio and accretable discount related to the 2009 restructuring of the investment securities portfolio.

Net premium amortization and discount accretion of investment securities (a)
(dollars in millions)
Amortizable purchase premium (net of discount) relating to investment securities:

Balance at period end
Estimated average life remaining at period end (in years)
Amortization

Accretable discount related to the prior restructuring of the investment securities portfolio:

2017

2016

2015

1,987 $
5.0
547 $

2,188 $
4.9
641 $

2,319
4.7
693

Balance at period end
Estimated average life remaining at period end (in years)
Accretion

355
6.1
126
(a) Amortization of purchase premium decreases net interest revenue while accretion of discount increases net interest revenue. Both were

315 $
6.2
102 $

274 $
6.3
100 $

recorded on a level yield basis.

The following table presents pre-tax net securities
gains (losses) by type.

Net securities gains (losses)
(in millions)
Non-agency RMBS
Foreign covered bonds
Agency RMBS
U.S. Treasury
Other

Total net securities gains

2017

2016

4 $
—
(12)
(16)
27
3 $

8 $

10
22
4
31
75 $

2015
7
2
10
45
19
83

The following table shows the fair value of the
European floating rate notes by geographical location
at Dec. 31, 2017. The net unrealized loss on these
securities was $4 million at Dec. 31, 2017, compared
with $11 million at Dec. 31, 2016.

European floating rate notes at Dec. 31, 2017 (a)

(in millions)
United Kingdom
Netherlands

Total fair
value
153
118
271
$
(a) Forty-nine percent of these securities are in the AAA to AA-

97 $
118
215 $

56 $
—
56 $

Total fair value

RMBS

Other

ratings category.

See Note 18 of the Notes to Consolidated Financial
Statements for details of securities by level in the fair
value hierarchy.

BNY Mellon 37

Results of Operations (continued)

Equity investments

Renewable energy investments

We have several equity investments recorded in other
assets. These include equity method investments,
including renewable energy, and investments in
qualified affordable housing, Federal Reserve Bank
stock, seed capital, private equity and other
investments. The following table presents the
carrying values at Dec. 31, 2017 and 2016.

Equity investments
(in millions)
Renewable energy investments
Equity in a joint venture and other

investments:
CIBC Mellon
Siguler Guff
ConvergEx
Other equity investments

Dec. 31,

2017

2016
$ 1,368 $ 1,282

580
246
—
257

509
256
76
222

Total equity in a joint venture and other
investments

$ 1,083 $ 1,063

Qualified affordable housing project
investments
Federal Reserve Bank stock
Seed capital
Federal Home Loan Bank stock
Private equity investments (a)
Total equity investments

1,014
477
288
82
55

914
466
395
—
43
$ 4,367 $ 4,163

(a) Represents investments in small business investment

companies (“SBICs”), which are compliant with the Volcker
Rule.

We invest in renewable energy projects to receive an
expected after-tax return, which consists of allocated
renewable energy tax credits, tax deductions and cash
distributions based on the operations of the project.
The pre-tax losses on these investments are recorded
in investment and other income on the consolidated
income statement. The corresponding tax benefits
and credits are recorded to the provision for income
taxes on the income statement.

The impact of U.S. tax legislation on renewable
energy investments resulted in a pre-tax accounting
reduction of $279 million. This reduction was
recorded in investment and other income, which was
offset by the tax benefit from remeasurement of the
related deferred tax liability. The net impact of these
items was de minimis to net income.

For additional information on the fair value of certain
seed capital investments and our private equity
investments, see Note 7 of the Notes to Consolidated
Financial Statements.

Loans

Total exposure – consolidated

(in billions)
Non-margin loans:

Financial institutions
Commercial

Subtotal institutional

Wealth management loans and mortgages
Commercial real estate
Lease financings
Other residential mortgages
Overdrafts
Other

Subtotal non-margin loans

Margin loans
Total

Dec. 31, 2017
Unfunded
commitments

Loans

Total
exposure

Dec. 31, 2016
Unfunded
commitments

Loans

Total
exposure

13.1 $
2.9
16.0
16.5
4.9
1.3
0.7
5.1
1.2
45.7
15.8
61.5 $

32.5 $
18.0
50.5
1.1
3.5
—
—
—
—
55.1
—
55.1 $

45.6
20.9
66.5
17.6
8.4
1.3
0.7
5.1
1.2
100.8
15.8
116.6

14.7 $
2.6
17.3
15.6
4.7
1.7
0.9
5.5
1.2
46.9
17.6
64.5 $

33.7 $
17.5
51.2
1.3
3.2
—
—
—
—
55.7
0.1
55.8 $

48.4
20.1
68.5
16.9
7.9
1.7
0.9
5.5
1.2
102.6
17.7
120.3

At Dec. 31, 2017, total exposures of $116.6 billion
decreased 3% compared with Dec. 31, 2016,
primarily reflecting lower exposure to financial
institutions, margin loans and overdrafts, partially
offset by higher commercial loans and wealth
management loans and mortgages.

Our financial institutions and commercial portfolios
comprise our largest concentrated risk. These
portfolios comprised 57% of our total exposure at
both Dec. 31, 2017 and Dec. 31, 2016. Additionally,
most of our overdrafts relate to financial institutions.

38 BNY Mellon

Results of Operations (continued)

Financial institutions

The financial institutions portfolio is shown below.

Financial institutions
portfolio exposure

(dollar amounts in billions)
Securities industry
Banks
Asset managers
Insurance
Government
Other

Total

Loans

Unfunded
commitments

% due
<1 yr.

Loans

Dec. 31, 2016
Unfunded
commitments

Dec. 31, 2017
Total
exposure
22.8
8.2
7.8
3.6
1.0
2.2
45.6

19.2 $
1.2
6.4
3.5
0.9
1.3
32.5 $

% Inv.
grade
98%
68
99
99
91
98
93%

99% $
96
87
15
36
66
87% $ 14.7 $

3.8 $
7.9
1.5
0.1
0.1
1.3

Total
exposure
23.0
9.9
7.7
3.9
1.0
2.9
48.4

19.2 $
2.0
6.2
3.8
0.9
1.6
33.7 $

3.6 $
7.0
1.4
0.1
0.1
0.9
13.1 $

The financial institutions portfolio exposure was
$45.6 billion at Dec. 31, 2017, compared with $48.4
billion at Dec. 31, 2016. The decrease primarily
reflects lower exposure in the banks, other and
insurance portfolios.

Financial institution exposures are high-quality, with
93% of the exposures meeting the investment grade
equivalent criteria of our internal credit rating
classification at Dec. 31, 2017. Each customer is
assigned an internal credit rating, which is mapped to
an equivalent external rating agency grade based
upon a number of dimensions, which are continually
evaluated and may change over time. The exposure
to financial institutions is generally short-term. Of
these exposures, 87% expire within one year and 21%
expire within 90 days. In addition, 79% of the
financial institutions exposure is secured. For
example, securities industry clients and asset
managers often borrow against marketable securities
held in custody.

For ratings of non-U.S. counterparties, our internal
credit rating is generally capped at a rating equivalent
to the sovereign rating of the country where the
counterparty resides, regardless of the internal credit
rating assigned to the counterparty or the underlying
collateral.

At Dec. 31, 2017, the secured intraday credit
provided to dealers in connection with their tri-party
repo activity totaled $18.7 billion and was primarily
included in the securities industry portfolio. Dealers
secure the outstanding intraday credit with high-
quality liquid collateral having a market value in
excess of the amount of the outstanding credit.

Our bank exposure primarily relates to our global
trade finance. These exposures are short-term in
nature, with 96% due in less than one year. The
investment grade percentage of our bank exposure
was 68% at Dec. 31, 2017, compared with 69% at
Dec. 31, 2016, reflecting our non-investment grade
exposure to Brazil. Our exposure in Brazil includes
$1.3 billion in loans, which are primarily short-term
trade finance loans extended to large financial
institutions.

The asset manager portfolio exposure was high-
quality with 99% of the exposures meeting our
investment grade equivalent ratings criteria as of Dec.
31, 2017. These exposures are generally short-term
liquidity facilities, with the vast majority to regulated
mutual funds.

BNY Mellon 39

Results of Operations (continued)

Commercial

The commercial portfolio is presented below.

Commercial portfolio exposure

(dollar amounts in billions)
Manufacturing
Services and other
Energy and utilities
Media and telecom

Total

Loans

Unfunded
commitments

1.3 $
0.9
0.7
—
2.9 $

Dec. 31, 2017
Total
exposure
7.4
6.9
5.1
1.5
20.9

6.1 $
6.0
4.4
1.5
18.0 $

% Inv.
grade
94%
96
95
95
95%

% due
<1 yr.

Loans

Dec. 31, 2016
Unfunded
commitments

21% $
25
9
15
19% $

1.1 $
0.6
0.6
0.3
2.6 $

Total
exposure
7.8
4.9
5.3
2.1
20.1

6.7 $
4.3
4.7
1.8
17.5 $

The commercial portfolio exposure increased to
$20.9 billion at Dec. 31, 2017, from $20.1 billion at
Dec. 31, 2016, primarily reflecting higher exposure in
the services and other portfolio, partially offset by
lower exposure in the remaining portfolios.

Utilities-related exposure represents approximately
80% of the energy and utilities portfolio. The
remaining exposure in the energy and utilities
portfolio, which includes exposure to exploration and
production companies, refining, pipelines and
integrated companies, was 77% investment grade at
Dec. 31, 2017 and 76% at Dec. 31, 2016.

The following table summarizes the percentage of the
financial institutions and commercial portfolio
exposures that are investment grade.

Percentage of the portfolios
that are investment grade

Financial institutions

Commercial

Dec. 31,

2016
92%

94%

2017
93%

95%

2015
96%

94%

Our credit strategy is to focus on investment grade
clients that are active users of our non-credit services.
The execution of our strategy has resulted in 93% of
our financial institutions portfolio and 95% of our
commercial portfolio rated as investment grade at
Dec. 31, 2017.

Wealth management loans and mortgages

Our wealth management exposure was $17.6 billion
at Dec. 31, 2017, compared with $16.9 billion at Dec.
31, 2016. Wealth management loans and mortgages
primarily consist of loans to high-net-worth
individuals, which are secured by marketable
securities and/or residential property. Wealth
management mortgages are primarily interest-only,
adjustable-rate mortgages with a weighted-average
loan-to-value ratio of 62% at origination. In the

40 BNY Mellon

wealth management portfolio, less than 1% of the
mortgages were past due at Dec. 31, 2017.

At Dec. 31, 2017, the wealth management mortgage
portfolio consisted of the following geographic
concentrations: California - 24%; New York - 18%;
Massachusetts - 11%; Florida - 8%; and other - 39%.

Commercial real estate

Our commercial real estate exposure totaled $8.4
billion at Dec. 31, 2017, compared with $7.9 billion
at Dec. 31, 2016. Our income-producing commercial
real estate facilities are focused on experienced
owners and are structured with moderate leverage
based on existing cash flows. Our commercial real
estate lending activities also include construction and
renovation facilities. Our client base consists of
experienced developers and long-term holders of real
estate assets. Loans are approved on the basis of
existing or projected cash flows and supported by
appraisals and knowledge of local market conditions.
Development loans are structured with moderate
leverage, and in many instances, involve some level
of recourse to the developer.

At Dec. 31, 2017, 58% of our commercial real estate
portfolio was secured. The secured portfolio is
diverse by project type, with 45% secured by
residential buildings, 34% secured by office
buildings, 12% secured by retail properties and 9%
secured by other categories. Approximately 97% of
the unsecured portfolio consists of real estate
investment trusts (“REITs”) and real estate operating
companies, which are both predominantly investment
grade.

At Dec. 31, 2017, our commercial real estate
portfolio consists of the following concentrations:
REITs and real estate operating companies - 41%;
New York metro - 39%; and other - 20%.

Results of Operations (continued)

Lease financings

The leasing portfolio exposure totaled $1.3 billion at
Dec. 31, 2017 compared with $1.7 billion at Dec. 31,
2016. At Dec. 31, 2017, approximately 96% of the
leasing portfolio exposure was investment grade, or
investment grade equivalent.

At Dec. 31, 2017, the lease financings portfolio
consisted of exposures backed by well-diversified
assets, including large-ticket transportation
equipment, the largest consisting of both passenger
and freight train cars. Assets are both domestic and
foreign-based, with primary concentrations in the
United States and Germany. Approximately 44% of
the portfolio is additionally secured by highly rated
securities and/or secured by letters of credit from
investment grade issuers. Counterparty rating
equivalents at Dec. 31, 2017 were as follows:

•
•
•

46% of the counterparties were A, or better;
50% were BBB; and
4% were non-investment grade.

Other residential mortgages

The other residential mortgages portfolio primarily
consists of 1-4 family residential mortgage loans and
totaled $708 million at Dec. 31, 2017 and $854
million at Dec. 31, 2016. Included in this portfolio at
Dec. 31, 2017 are $171 million of mortgage loans
purchased in 2005, 2006 and the first quarter of 2007
that are predominantly prime mortgage loans, with a
small portion of Alt-A loans. As of Dec. 31, 2017,
the purchased loans in this portfolio had a weighted-
average loan-to-value ratio of 76% at origination and
12% of the serviced loan balance was at least 60 days

delinquent. The properties securing the prime and
Alt-A mortgage loans were located (in order of
concentration) in California, Florida, Virginia, the tri-
state area (New York, New Jersey and Connecticut)
and Maryland.

To determine the projected loss on the prime and Alt-
A mortgage portfolios, we calculate the total
estimated defaults of these mortgages and multiply
that amount by an estimate of realizable value upon
sale in the marketplace (severity).

Overdrafts

Overdrafts primarily relate to custody and securities
clearance clients. Overdrafts occur on a daily basis
primarily in the custody and securities clearance
business and are generally repaid within two business
days.

Other loans

Other loans primarily include loans to consumers that
are fully collateralized with equities, mutual funds
and fixed-income securities.

Margin loans

Margin loans are collateralized with marketable
securities, and borrowers are required to maintain a
daily collateral margin in excess of 100% of the value
of the loan. Margin loans included $4.2 billion at
Dec. 31, 2017 and $6.3 billion at Dec. 31, 2016
related to a term loan program that offers fully
collateralized loans to broker-dealers.

BNY Mellon 41

Results of Operations (continued)

Loans by category

The following table shows loans outstanding at year-end over the last five years.

Loans by category – at year-end
(in millions)
Domestic:

Commercial
Commercial real estate
Financial institutions
Lease financings
Wealth management loans and mortgages
Other residential mortgages
Overdrafts
Other
Margin loans

Total domestic

Foreign:

2017

2016

2015

2014

2013

Dec. 31,

2,744 $
4,900
5,568
772
16,420
708
963
1,131
15,689
48,895

2,286 $
4,639
6,342
989
15,555
854
1,055
1,202
17,503
50,425

2,115 $
3,899
6,640
1,007
13,247
1,055
911
1,137
19,340
49,351

1,390 $
2,524
5,603
1,282
11,095
1,222
1,348
1,113
20,034
45,611

1,534
2,001
4,511
1,322
9,743
1,385
1,314
768
15,652
38,230

Commercial
Commercial real estate
Financial institutions
Lease financings
Wealth management loans and mortgages
Other (primarily overdrafts)
Margin loans

113
9
9,848
945
75
2,437
—
13,427
51,657
(a) Net of unearned income of $394 million at Dec. 31, 2017, $527 million at Dec. 31, 2016, $674 million at Dec. 31, 2015, $866 million at

227
46
9,259
850
100
3,637
233
14,352
63,703 $

331
15
8,347
736
99
4,418
87
14,033
64,458 $

252
6
7,716
889
89
4,569
—
13,521
59,132 $

167
—
7,483
527
108
4,264
96
12,645
61,540 $

Total foreign
Total loans (a)

Dec. 31, 2014 and $1,020 million at Dec. 31, 2013, primarily on domestic and foreign lease financings.

Foreign loans

Maturity of loan portfolio at Dec. 31, 2017 (a)

Within
1 year

Between
1 and 5

years

After
5 years

Total

699 $ 1,930

$ 115

$ 2,744

926

2,382

1,592

4,900

(in millions)
Domestic:
Commercial

Commercial
real estate
Financial
institutions

411
—
—
—
4,723
479

4,866
963
1,131
15,689
24,274
11,483

Overdrafts
Other
Margin loans
Subtotal

5,568
963
1,131
15,689
30,995
12,010
$ 35,757 $ 5,202 (b) $ 2,046 (b) $43,005
(a) Excludes loans collateralized by residential properties, lease
financings and wealth management loans and mortgages.
(b) Variable rate loans due after one year totaled $7.2 billion

291
—
—
—
1,998
48

Foreign

Total

and fixed rate loans totaled $62 million.

We have credit relationships in foreign markets,
particularly in areas associated with our securities
servicing and trade finance activities. Excluding
lease financings, these activities resulted in
outstanding foreign loans of $12.1 billion at Dec. 31,
2017 and $13.3 billion at Dec. 31, 2016. The
decrease primarily resulted from lower loans to
financial institutions, commercial and other loans.

Maturity of loan portfolio

The following table shows the maturity structure of
our loan portfolio at Dec. 31, 2017.

42 BNY Mellon

Results of Operations (continued)

Asset quality and allowance for credit losses

Our credit strategy is to focus on investment grade
clients who are active users of our non-credit
services. Our primary exposure to the credit risk of a
customer consists of funded loans, unfunded
contractual commitments to lend, standby letters of
credit (“SBLC”) and overdrafts associated with our
custody and securities clearance businesses.

Our credit strategy complements our other services.
We believe credit solidifies customer relationships
and, through a disciplined allocation of capital, we
can earn acceptable rates of return as part of an
overall relationship.

The following table details changes in our allowance
for credit losses.

Allowance for credit losses activity
(dollar amounts in millions)
Margin loans
Non-margin loans
Total loans
Average loans outstanding

Balance, Jan. 1
Domestic
Foreign

Total allowance at Jan. 1

Charge-offs:

Commercial
Commercial real estate
Financial institutions
Wealth management loans and mortgages
Other residential mortgages
Foreign

Total charge-offs

Recoveries:

Commercial
Financial institutions
Other residential mortgages
Foreign

Total recoveries
Net recoveries (charge-offs)

Provision for credit losses
Balance, Dec. 31,
Domestic
Foreign

Total allowance, Dec. 31,

Allowance for loan losses
Allowance for lending-related commitments
Net (recoveries) charge-offs to average loans outstanding
Net (recoveries) charge-offs to total allowance for credit losses
Allowance for loan losses as a percentage of total loans
Allowance for loan losses as a percentage of non-margin loans
Total allowance for credit losses as a percentage of total loans
Total allowance for credit losses as a percentage of non-margin loans

2017

2016

2015

2014

2013

$ 15,785
45,755
$ 61,540
57,939

$ 17,590
46,868
$ 64,458
61,681

$ 19,573
43,708
$ 63,281
60,672

$ 20,034
39,077
$ 59,111
54,210

$ 15,652
36,005
$ 51,657
48,316

$
$

245
36
281

—
—
—
—
(1)
—
(1)

—
—
5
—
5
4
(24)

240
35
275

236
44
280

288
56
344

—
—
—
—
(2)
—
(2)

—
13
5
1
19
17
(11)

—
—
(170)
—
(2)
—
(172)

—
1
6
—
7
(165)
160

(12)
(2)
—
(1)
(2)
(3)
(20)

1
1
2
—
4
(16)
(48)

$
$

226
35
261
159
102
(0.01)%
(1.53)
0.26
0.35
0.42
0.57

$
$

245
36
281
169
112
(0.03)%
(6.05)
0.26
0.36
0.44
0.60

$
$

240
35
275
157
118
0.27%
60.00
0.25
0.36
0.43
0.63

$
$

236
44
280
191
89
0.03%
5.71
0.32
0.49
0.47
0.72

339
48
387

(4)
(1)
—
(1)
(8)
(3)
(17)

1
4
4
—
9
(8)
(35)

288
56
344
210
134
0.02%
2.33
0.41
0.58
0.67
0.96

Net recoveries of $4 million in 2017 were primarily
reflected in the other residential mortgage portfolio.
Net recoveries of $17 million in 2016 primarily
reflect the receipt of trust assets from the bankruptcy
proceedings of Sentinel in excess of the carrying
value of $171 million. Net charge-offs of $165
million in 2015 were primarily reflected in the
financial institutions portfolio and included a portion

of the unsecured loan to Sentinel that was
reestablished in December 2015.

The provision for credit losses was a credit of $24
million in 2017, a credit of $11 million in 2016 and 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.

BNY Mellon 43

Results of Operations (continued)

We had $15.8 billion of secured margin loans on our
balance sheet at Dec. 31, 2017 compared with $17.6
billion at Dec. 31, 2016 and $19.6 billion at Dec. 31,
2015. We have rarely suffered a loss on these types
of loans and do not allocate any of our allowance for
credit losses to them. As a result, we believe that the
ratio of total allowance for credit losses as a
percentage of non-margin loans is a more appropriate
metric to measure the adequacy of the reserve.

The allowance for loan losses and allowance for
lending-related commitments represent
management’s estimate of losses inherent in our
credit portfolio. This evaluation process is subject to
numerous estimates and judgments. To the extent
actual results differ from forecasts or management’s
judgment, the allowance for credit losses may be
greater or less than future charge-offs.

Based on an evaluation of the allowance for credit
losses as discussed in “Critical accounting estimates”

Nonperforming assets

The following table presents our nonperforming assets.

and Note 1 of the Notes to Consolidated Financial
Statements, we have allocated our allowance for
credit losses as follows.

Allocation of allowance

Commercial
Commercial real estate
Foreign
Financial institutions
Other residential mortgages
Wealth management (a)
Lease financing

2014

2016

Dec. 31,
2017
2013
2015
30% 29% 30% 21% 24%
29
22
13
13
9
11
8
12
8
7
3
5
100% 100% 100% 100% 100%

26
13
9
10
8
5

18
16
11
14
8
12

12
16
14
16
7
11

Total
Includes the allowance for wealth management mortgages.

(a)

The allocation of the allowance for credit losses is
inherently judgmental, and the entire allowance for
credit losses is available to absorb credit losses
regardless of the nature of the loss.

Nonperforming assets
(dollars in millions)
Nonperforming loans:

2017

2016

2015

2014

2013

Dec. 31,

Other assets owned

Total nonperforming loans

Total nonperforming assets (a)

Other residential mortgages
Wealth management loans and mortgages
Commercial real estate
Lease financings
Financial institutions
Commercial
Foreign

117
11
4
—
—
15
6
153
3
156
0.30%
Nonperforming assets ratio
0.43
Nonperforming assets ratio, excluding margin loans
137.3
Allowance for loan losses/nonperforming loans
134.6
Allowance for loan losses/nonperforming assets
224.8
Total allowance for credit losses/nonperforming loans
220.5
Total allowance for credit losses/nonperforming assets
(a) Loans of consolidated investment management funds are not part of BNY Mellon’s loan portfolio. Included in the loans of consolidated
investment management funds are nonperforming loans of $53 million at Dec. 31, 2014 and $16 million at Dec. 31, 2013. These loans
are recorded at fair value and therefore do not impact the provision for credit losses and allowance for loan losses, and accordingly are
excluded from the nonperforming assets table above. In the second quarter of 2015, BNY Mellon adopted the accounting guidance
included in Accounting Standards Update (“ASU”) 2015-02, Consolidations. As a result, we deconsolidated substantially all of the
loans of consolidated investment management funds retrospectively to Jan. 1, 2015.

78
7
1
—
—
—
—
86
4
90
0.15%
0.20
184.9
176.7
303.5
290.0

91
8
—
4
—
—
—
103
4
107
0.17%
0.23
164.1
157.9
272.8
262.6

112
12
1
—
—
—
—
125
3
128
0.22%
0.33
152.8
149.2
224.0
218.8

102
11
2
—
171
—
—
286
6
292
0.46%
0.67
54.9
53.8
96.2
94.2

44 BNY Mellon

Results of Operations (continued)

Nonperforming assets activity
(in millions)
Balance at beginning of year

Additions
Return to accrual status
Charge-offs
Paydowns/sales

Balance at end of year

Dec. 31,
2017

107 $
12
(5)
(1)
(23)
90 $

Dec. 31,
2016
292
20
(2)
(1)
(202)
107

Nonperforming assets decreased $17 million
compared with Dec. 31, 2016, primarily reflecting
lower other residential mortgages and lease
financings.

The nonperforming asset ratios at Dec. 31, 2015
reflect the addition of an unsecured loan in the
financial institutions portfolio related to Sentinel,
which was recovered in 2016.

The following table presents loans that are past due
90 days or more and still accruing interest.

Noninterest-bearing deposits were $82.7 billion at
Dec. 31, 2017 compared with $78.3 billion at Dec.
31, 2016. Interest-bearing deposits were $161.6
billion at Dec. 31, 2017 compared with $143.2 billion
at Dec. 31, 2016.

The aggregate amount of deposits by foreign
customers in domestic offices was $39.9 billion and
$36.3 billion at Dec. 31, 2017 and Dec. 31, 2016,
respectively.

Deposits in foreign offices totaled $114.8 billion at
Dec. 31, 2017 and $99.0 billion at Dec. 31, 2016.
The majority of these deposits were in amounts in
excess of $100,000 and were primarily overnight
foreign deposits.

The following table shows the maturity breakdown of
domestic time deposits of $100,000 or more at Dec.
31, 2017.

(in millions)
Domestic:

Consumer
Commercial
Total domestic
Foreign

Total past due loans $

2017

2016

2015

2014

2013

5 $
—
5
—
5 $

7 $

—
7
—
7 $

5 $

—
5
—
5 $

6 $

—
6
—
6 $

7
—
7
—
7

(in millions)
3 months or less
Between 3 and 6 months
Between 6 and 12 months
Over 12 months
Total

Certificates
of deposit

Other time
deposits

26 $
8
11
—
45 $

Total
34,228 $ 34,254
8
11
—
34,228 $ 34,273

—
—
—

Loans past due 90 days or more at Dec. 31, 2017
primarily consisted of other residential mortgage
loans. See Note 5 of the Notes to Consolidated
Financial Statements for additional information on
our past due loans. See “Nonperforming assets” in
Note 1 of the Notes to Consolidated Financial
Statements for our policy for placing loans on
nonaccrual status.

Deposits

We receive client deposits through a variety of
Investment Management and Investment Services
businesses and we rely on those deposits as a low-
cost and stable source of funding.

Total deposits were $244.3 billion, an increase of
10% compared with $221.5 billion at Dec. 31, 2016.
The increase in deposits primarily reflects higher
interest-bearing deposits in non-U.S. offices.

Short-term borrowings

We fund ourselves primarily through deposits and, to
a lesser extent, other short-term borrowings and long-
term debt. Short-term borrowings consist of federal
funds purchased and securities sold under repurchase
agreements, payables to customers and broker-
dealers, commercial paper and other borrowed funds.
Certain other borrowings, for example, securities sold
under repurchase agreements, require the delivery of
securities as collateral.

See “Liquidity and dividends” for a discussion of
long-term debt and liquidity metrics that we monitor.

Information related to federal funds purchased and
securities sold under repurchase agreements is
presented below.

BNY Mellon 45

Results of Operations (continued)

Federal funds purchased and securities sold under
repurchase agreements
(dollars in millions)
Maximum month-end

2017

2016

2015

$ 21,850
$ 19,653

$ 25,995
$ 14,489

$ 30,160
$ 16,452

balance during the year

Average daily balance
Weighted-average rate

during the year
Ending balance at Dec. 31 $ 15,163
Weighted-average rate at

1.14%

2.33%

Dec. 31

0.25%
9,989

(0.04)%

$ 15,002

0.38%

0.10 %

Federal funds purchased and securities sold under

repurchase agreements

Quarter ended
Sept. 30,
2017

Dec. 31,
2017

Dec. 31,
2016

(dollars in millions)
Maximum month-end
balance during the quarter $ 20,098
$ 20,211
Average daily balance
Weighted-average rate
during the quarter

1.83%

$ 21,850
$ 21,403

$ 12,418
$ 11,567

1.30%

0.30%

Ending balance
Weighted-average rate at
period end

$ 15,163

$ 10,314

$ 9,989

2.33%

1.35%

0.38%

Fluctuations of federal funds purchased and securities
sold under repurchase agreements between periods
resulted from changes in overnight borrowing
opportunities. The increase in the weighted-average
rates, compared with Dec. 31, 2016, primarily reflects
increases in the Fed Funds effective rate.

Information related to payables to customers and
broker-dealers is presented below.

2017

Payables to customers and broker-dealers
(dollars in millions)
Maximum month-end
$ 21,621
balance during the year
Average daily balance (a) $ 21,142
Weighted-average rate
during the year (a)
Ending balance at Dec. 31 $ 20,184
Weighted-average
rate at Dec. 31

0.56%

0.34%

2016

2015

$ 22,327
$ 21,149

$ 23,027
$ 22,062

0.07%

0.06%

$ 20,987

$ 21,900

0.09%

0.07%

(a) The weighted-average rate is calculated based on, and is
applied to, the average interest-bearing payables to
customers and broker-dealers, which were $18,984 million
in 2017, $16,925 million in 2016 and $11,649 million in
2015.

46 BNY Mellon

Payables to customers and broker-dealers

Quarter ended
Sept. 30,
2017

Dec. 31,
2017

Dec. 31,
2016

(dollars in millions)
Maximum month-end
balance during the quarter $ 21,380
$ 21,130
Average daily balance (a)
Weighted-average rate
during the quarter (a)
Ending balance
Weighted-average rate at
period end

$ 20,184

0.49%

0.56%

$ 21,563
$ 21,280

$ 21,082
$ 20,978

0.42%

0.07%

$ 21,176

$ 20,987

0.43%

0.09%

(a) The weighted-average rate is calculated based on, and is
applied to, the average interest-bearing payables to
customers and broker-dealers, which were $17,868 million
in the fourth quarter of 2017, $18,516 million in the third
quarter of 2017 and $17,091 million in the fourth quarter of
2016.

Payables to customers and broker-dealers represent
funds awaiting re-investment and short sale proceeds
payable on demand. Payables to customers and
broker-dealers are driven by customer trading activity
levels and market volatility.

Information related to commercial paper is presented
below.

2017

2016

2015

Commercial paper
(dollars in millions)
Maximum month-end
balance during the year

$ 4,714
$ 2,630

Average daily balance
Weighted-average rate
during the year
Ending balance at Dec. 31 $ 3,075
Weighted-average rate at
Dec. 31

1.27%

1.08%

$
$

4,950
1,337

$
$

4,849
1,549

0.37%

— $

0.10%
—

—%

Commercial paper

Quarter ended

(dollars in millions)
Maximum month-end
balance during the quarter $
$
Average daily balance
Weighted-average rate
during the quarter
Ending balance
Weighted-average rate at
period end

Dec. 31,
2017

Sept. 30,
2017

Dec. 31,
2016

4,714
3,391

$ 4,277
$ 2,736

$ 1,239
383
$

1.23%

1.15%

3,075

$ 2,501

0.34%
—

1.27%

1.18%

—%

Results of Operations (continued)

balances, compared with prior periods, primarily
reflects management of overall liquidity. The
increase in weighted-average rates, compared with
prior periods, primarily reflects increases in the Fed
Funds effective rate and the issuance of higher-
yielding term commercial paper.

Information related to other borrowed funds is
presented below.

Other borrowed funds
(dollars in millions)
Maximum month-end

balance during the year

Average daily balance
Weighted-average rate

$ 3,955
$ 1,916

during the year
Ending balance at Dec. 31 $ 3,028
Weighted-average rate at
Dec. 31

1.48%

1.36%

2017

2016

2015

$
$

1,280
846

0.91%
754

$
$

1,151
814

1.12%
523

0.89%

0.97%

Other borrowed funds

(dollars in millions)
Maximum month-end
balance during the quarter $
$
Average daily balance
Weighted-average rate
during the quarter

Ending balance
Weighted-average rate at
period end

Quarter ended
Sept. 30,
2017

Dec. 31,
2017

Dec. 31,
2016

3,955
3,421

$ 3,353
$ 2,197

$ 1,280
903
$

1.48%

1.56%

0.89%

Other borrowed funds primarily include borrowings
from the Federal Home Loan Bank (“FHLB”),
overdrafts of sub-custodian account balances in our
Investment Services businesses, capital lease
obligations and borrowings under lines of credit by
our Pershing subsidiaries. Overdrafts typically relate
to timing differences for settlements. The increase in
other borrowed funds balances compared with prior
periods primarily reflects borrowings from the FHLB
and an increase in capital lease obligations as a result
of converting an operating lease to a capital lease.

Liquidity and dividends

BNY Mellon defines liquidity as the ability of the
Parent and its subsidiaries to access funding or
convert assets to cash quickly and efficiently, or to
rollover or issue new debt, especially during periods
of market stress, at a reasonable cost and in order to
meet its short-term (up to one year) obligations.
Funding liquidity risk is the risk that BNY Mellon

cannot meet its cash and collateral obligations at a
reasonable cost for both expected and unexpected
cash flow and collateral needs without adversely
affecting daily operations or our financial condition.
Funding liquidity risk can arise from funding
mismatches, market constraints from the inability to
convert assets to cash, the inability to hold or raise
cash, low overnight deposits, deposit run-off or
contingent liquidity events.

We also manage liquidity risks on an intra-day basis.
Intraday liquidity risk is the risk that BNY Mellon
cannot access funds during the business day to make
payments or settle immediate obligations, usually in
real time. Intraday liquidity risk can arise from
timing mismatches, market constraints from an
inability to convert assets to cash, an inability to raise
cash intraday, low overnight deposits and/or adverse
stress events.

Changes in economic conditions or exposure to
credit, market, operational, legal and reputational
risks also can affect BNY Mellon’s liquidity risk
profile and are considered in our liquidity risk
framework.

Our overall approach to liquidity management is to
have sources of liquidity that are sufficient in amount
and diversity such that changes in funding
requirements at the Parent and at our bank and
broker-dealer subsidiaries can be accommodated
routinely without material adverse impact on
earnings, capital, daily operations or our financial
condition.

BNY Mellon seeks to maintain an adequate liquidity
cushion in both normal and stressed environments
and seeks to diversify funding sources by line of
business, customer and market segment. In addition,
we monitor and control liquidity exposures and
funding needs within and across significant legal
entities, branches, currencies and business lines,
taking into account, among other factors, any
applicable restrictions on the transfer of liquidity
among entities.

Additionally, we seek to maintain liquidity ratios
within approved limits and liquidity risk tolerance,
maintain a liquid asset buffer that can be liquidated,
financed and/or pledged as necessary, and control the

BNY Mellon 47

1.46%

1.38%

3,028

$ 3,353

0.95%
754

For additional information on our liquidity policy, see
“Risk Management - Liquidity risk.”

Results of Operations (continued)

levels and sources of wholesale funds. Moreover,
BNY Mellon also manages potential intraday
liquidity risks. We monitor and manage intraday
liquidity against existing and expected intraday liquid
resources (such as cash balances, remaining intraday
credit capacity, intraday contingency funding and
available collateral) to enable BNY Mellon to meet its
intraday obligations under normal and reasonably
severe stressed conditions.

When monitoring liquidity, we evaluate multiple
metrics in order to have sufficient liquidity for
expected and unexpected events. Metrics include
cash flow mismatches, asset maturities, debt spreads,
peer ratios, liquid assets, unencumbered collateral,
funding sources and balance sheet liquidity ratios.
We monitor the LCR, as well as various internal
liquidity limits, as part of our standard analysis to
monitor depositor and market funding concentration,
liability maturity profile and potential liquidity draws
due to off-balance sheet exposures.

Available and liquid funds
(in millions)
Available funds:
Liquid funds:

The Parent’s policy is to have access to sufficient
unencumbered cash and cash equivalents at each
quarter-end to cover forecasted debt redemptions, net
interest payments and net tax payments for the
following 18-month period, and to provide sufficient
collateral to satisfy transactions subject to Section
23A of the Federal Reserve Act. As of Dec. 31, 2017,
the Parent was in compliance with this policy.

We define available funds for internal liquidity
management purposes as liquid funds (which include
interest-bearing deposits with banks and federal funds
sold and securities purchased under resale
agreements), cash and due from banks, and interest-
bearing deposits with the Federal Reserve and other
central banks. The following table presents our total
available funds, including liquid funds, at period end
and on an average basis.

Dec. 31,
2017

Dec. 31,
2016

Average

2017

2016

2015

Interest-bearing deposits with banks
Federal funds sold and securities purchased under resale agreements

Total liquid funds
Cash and due from banks
Interest-bearing deposits with the Federal Reserve and other central banks

Total available funds
Total available funds as a percentage of total assets

$ 11,979
28,135
40,114
5,382
91,510
$ 137,006

$ 15,086
25,801
40,887
4,822
58,041
$ 103,750

$ 14,879
27,192
42,071
5,039
70,213
$ 117,323

$ 14,704
25,767
40,471
4,308
80,593
$ 125,372

$ 20,531
23,384
43,915
6,180
83,029
$ 133,124

37%

31%

34%

35%

36%

We had $40.1 billion of liquid funds at Dec. 31, 2017
and $40.9 billion at Dec. 31, 2016. Of the $40.1
billion in liquid funds held at Dec. 31, 2017, $12.0
billion was placed in interest-bearing deposits with
large, highly rated global financial institutions with a
weighted-average life to maturity of approximately
15 days. Of the $12.0 billion, $2.0 billion was placed
with banks in the Eurozone.

Total available funds were $137.0 billion at Dec. 31,
2017, compared with $103.8 billion at Dec. 31, 2016.
The increase was primarily due to an increase in
interest-bearing deposits with the Federal Reserve
and other central banks.

Average non-core sources of funds, such as money
market rate accounts, federal funds purchased and
securities sold under repurchase agreements, trading
liabilities, commercial paper and other borrowings,

48 BNY Mellon

were $33.0 billion for 2017 and $25.2 billion for
2016. The increase primarily reflects increases in
federal funds purchased and securities sold under
repurchase agreements.

Average foreign deposits, primarily from our
European-based Investment Services business, were
$96.2 billion for 2017, compared with $102.4 billion
for 2016. Domestic savings, interest-bearing demand
and time deposits averaged $39.4 billion for 2017 and
$46.8 billion for 2016. The decrease primarily
reflects a decrease in time deposits, partially offset by
an increase in demand deposits.

Average payables to customers and broker-dealers
were $19.0 billion for 2017 and $16.9 billion for
2016. Payables to customers and broker-dealers are
driven by customer trading activity and market
volatility.

Results of Operations (continued)

Long-term debt averaged $27.4 billion for 2017 and
$23.3 billion for 2016, reflecting issuances of long-
term debt.

Average noninterest-bearing deposits decreased to
$71.7 billion for 2017 from $82.7 billion for 2016,
reflecting a decrease in client deposits.

A significant reduction in our Investment Services
business would reduce our access to deposits. See
“Asset/liability management” for additional factors
that could impact our deposit balances.

Sources of liquidity

In connection with our single point of entry resolution
strategy, we have established an IHC to facilitate the
provision of capital and liquidity resources to certain
key subsidiaries in the event of material financial
distress or failure. In 2017, we entered into a binding
support agreement with those key subsidiaries and
other related entities that requires the IHC to provide
that support. The support agreement required the
Parent to transfer its intercompany loans and most of
its cash to the IHC, and requires the Parent to
continue to transfer cash and other liquid financial
assets to the IHC, subject to certain amounts retained
by the Parent to meet its near-term cash needs. The
Parent’s and the IHC’s obligations under the support
agreement are secured. In connection with the initial
transfer, the IHC issued unsecured subordinated
funding notes to the Parent. The IHC has also
provided the Parent with a committed line of credit
that allows the Parent to draw funds necessary to
service near-term obligations. As a result, during
business-as-usual circumstances, the Parent is
expected to continue to have access to the funds
necessary to pay dividends, repurchase common
stock, service its debt and satisfy its other obligations.
The IHC is not permitted to pay dividends to the
Parent if certain key capital, liquidity and operational

risk indicators are breached. Additionally, if our
projected liquidity resources deteriorate so severely
that resolution of the Parent becomes imminent, the
committed line of credit the IHC provided to the
Parent will automatically terminate, with all amounts
outstanding becoming due and payable, the funding
notes issued by the IHC would automatically be
forgiven by the Parent and the support agreement
would require the Parent to transfer most of its
remaining assets (other than stock in subsidiaries and
a cash reserve to fund bankruptcy expenses) to the
IHC. As a result, during a period of severe financial
stress, the Parent might commence bankruptcy
proceedings at an earlier time than it otherwise would
if the support agreement had not been implemented.

Our bank subsidiaries are subject to dividend
limitations under the Federal Reserve Act, as well as
national and state banking laws. Under these statutes,
prior regulatory consent is required for dividends in
any year that would exceed the bank’s net profits for
such year combined with retained net profits for the
prior two years. Additionally, such bank subsidiaries
may not declare dividends in excess of net profits on
hand, as defined, after deducting the amount by
which the principal amount of all loans, on which
interest is past due for a period of six months or more,
exceeds the allowance for credit losses.

The Parent’s three major sources of liquidity are
access to the debt and equity markets, dividends from
its subsidiaries, and cash on hand and cash otherwise
made available in business-as-usual circumstances to
the Parent through a committed credit facility with
our IHC.

The Parent had cash of $451 million at Dec. 31, 2017,
compared with $8.7 billion at Dec. 31, 2016, a
decrease of $8.3 billion, primarily reflecting the
transfer of cash to the IHC pursuant to the support
agreement.

BNY Mellon 49

Results of Operations (continued)

Our ability to access the capital markets on favorable terms, or at all, is partially dependent on our credit ratings,
which are as follows:

Credit ratings at Dec. 31, 2017

Parent:
Long-term senior debt
Subordinated debt
Preferred stock
Outlook - Parent:

The Bank of New York Mellon:
Long-term senior debt
Subordinated debt
Long-term deposits
Short-term deposits
Commercial paper

BNY Mellon, N.A.:
Long-term senior debt
Long-term deposits
Short-term deposits

Outlook - Banks:
(a) Represents senior debt issuer default rating.
NR - Not rated.

Long-term debt totaled $28.0 billion at Dec. 31, 2017
and $24.5 billion at Dec. 31, 2016. The increase
reflects issuances of $4.75 billion, partially offset by
the maturity of $750 million and the redemption of
trust preferred securities. The Parent has $3.65
billion of long-term debt that will mature in 2018.

The following table presents the long-term debt
issued by the Parent in 2017.

Debt issuances
(in millions)
Senior notes:

2.60% senior notes due 2022
2.661% senior notes due 2023
3.25% senior notes due 2027
3.442% senior notes due 2028

Senior subordinated notes:

3.30% senior subordinated notes due 2029

Total debt issuances

2017

$ 1,250
1,000
750
1,000

750
$ 4,750

On March 20, 2017, all outstanding trust preferred
securities issued by Mellon Capital III were
redeemed. The redemption price for the trust
preferred securities was equal to the par value plus
interest accrued up to and excluding the redemption
date.

50 BNY Mellon

Moody’s

A1
A2
Baa1
Stable

Aa2
Aa3
Aa1
P1
P1

Aa2
Aa1
P1

Stable

S&P

A
A-
BBB
Stable

AA-
A
AA-
A-1+
A-1+

AA-
AA-
A-1+

Stable

Fitch

AA-
A+
BBB
Stable

AA
A+
AA+
F1+
F1+

AA (a)

AA+
F1+

Stable

DBRS

AA (low)
A (high)
A (low)
Stable

AA
NR
AA
R-1 (high)
R-1 (high)

AA
AA
R-1 (high)

Stable

In January 2018, we issued $1.0 billion of fixed rate
senior notes maturing in 2023 at an annual interest
rate of 2.95% and $750 million of fixed rate senior
notes maturing in 2028 at an annual interest rate of
3.40%.

The Bank of New York Mellon, our largest bank
subsidiary, issues commercial paper that matures
within 397 days from date of issue and is not
redeemable prior to maturity or subject to voluntary
prepayment. The average commercial paper
borrowings were $2.6 billion for 2017 and $1.3
billion for 2016. Commercial paper outstanding was
$3.1 billion at Dec. 31, 2017. There was no
commercial paper outstanding at Dec. 31, 2016.

Subsequent to Dec. 31, 2017, our U.S. bank
subsidiaries could declare dividends to the Parent of
approximately $6.2 billion, without the need for a
regulatory waiver. In addition, at Dec. 31, 2017, non-
bank subsidiaries of the Parent had liquid assets of
approximately $1.4 billion. Restrictions on our
ability to obtain funds from our subsidiaries are
discussed in more detail in “Supervision and
Regulation - Capital Planning and Stress Testing -
Payment of Dividends, Stock Repurchases and Other
Capital Distributions” and in Note 17 of the Notes to
Consolidated Financial Statements.

Results of Operations (continued)

Pershing has uncommitted lines of credit in place for
liquidity purposes which are guaranteed by the
Parent. Pershing has eight separate uncommitted
lines of credit amounting to $1.5 billion in aggregate.
There were no borrowings under these lines in 2017.
Pershing Limited, an indirect UK-based subsidiary of
BNY Mellon, has two separate uncommitted lines of
credit amounting to $250 million in aggregate.
Average borrowings under these lines were $5
million, in aggregate, in 2017.

The double leverage ratio is the ratio of our equity
investment in subsidiaries divided by our
consolidated parent company equity, which includes
our noncumulative perpetual preferred stock. In
short, the double leverage ratio measures the extent to
which equity in subsidiaries is financed by Parent
company debt. As the double leverage ratio
increases, this can reflect greater demands on a
company’s cash flows in order to service interest
payments and debt maturities. BNY Mellon’s double
leverage ratio is managed in a range considering the
high level of unencumbered available liquid assets
held in its principal subsidiaries (such as central bank
deposits and government securities), the Company’s
cash generating fee-based business model, with fee
revenue representing 78% of total revenue, and the
dividend capacity of our banking subsidiaries. Our
double leverage ratio was 122.5% at Dec. 31, 2017
and 119.1% at Dec. 31, 2016, and within the range
targeted by management.

Uses of funds

The Parent’s major uses of funds are payment of
dividends, repurchases of common stock, principal
and interest payments on its borrowings, acquisitions
and additional investments in its subsidiaries.

In 2017, we paid dividends of $1.1 billion on our
common and preferred stock. Included in our 2017
capital plan was a 26% increase in the quarterly cash
dividend on common stock to $0.24 per share in the
third quarter of 2017. Our common stock dividend
payout ratio was 23% for 2017. The Federal
Reserve’s instructions for the 2018 CCAR provide
that, for large bank holding companies (“BHCs”) like
us, dividend payout ratios exceeding 30% of after-tax
net income will receive particularly close scrutiny.

In 2017, we repurchased 54.5 million common shares
at an average price of $49.28 per common share for a
total cost of $2.7 billion.

Liquidity coverage ratio

U.S. regulators have established an LCR that requires
certain banking organizations, including BNY
Mellon, to maintain a minimum amount of
unencumbered high-quality liquid assets (“HQLA”)
sufficient to withstand the net cash outflow under a
hypothetical standardized acute liquidity stress
scenario for a 30-day time horizon.

The following table presents the consolidated HQLA
at Dec. 31, 2017, and the average HQLA and average
LCR for the fourth quarter of 2017.

Consolidated HQLA and LCR
(dollars in billions)
Securities (a)
Cash (b)

Total consolidated HQLA (c)

Total consolidated HQLA - average (c)
Average LCR

Dec. 31,
2017
107
86
193

170
118%

(a) Primarily includes U.S. Treasury, U.S. agency, sovereign
securities, securities of U.S. government-sponsored
enterprises and investment-grade corporate debt.
(b) Primarily includes cash on deposit with central banks.
(c) Consolidated HQLA presented before adjustments. After
haircuts and the impact of trapped liquidity, consolidated
HQLA totaled $154 billion at Dec. 31, 2017 and averaged
$130 billion for the fourth quarter of 2017.

The U.S. LCR rule became fully phased-in on Jan. 1,
2017 and requires BNY Mellon and each of our
affected domestic bank subsidiaries to meet an LCR
of at least 100%. BNY Mellon and each of our
domestic bank subsidiaries were compliant with the
U.S. LCR requirements throughout 2017.

We also perform liquidity stress tests to evaluate
whether the Company maintains sufficient liquidity
resources under multiple stress scenarios, including
stress tests required by rules adopted by the Federal
Reserve under the Dodd-Frank Act. Stress tests are
based on scenarios that measure liquidity risks under
unlikely but plausible conditions. We perform these
tests under various time horizons ranging from one
day to one year in a base case, as well as
supplemental tests to determine whether the
Company’s liquidity is sufficient for severe market
events and firm-specific events. Under our scenario
testing program, the results of the tests indicate that
the Company has sufficient liquidity.

As part of our resolution planning, we monitor,
among other measures, our Resolution Liquidity

BNY Mellon 51

Results of Operations (continued)

Adequacy and Positioning (“RLAP”). The RLAP
methodologies are designed to ensure that the
liquidity needs of certain key subsidiaries in a stress
environment can be met by available resources held
at the entity or at the Parent or IHC, as applicable.

Statement of cash flows

The following summarizes the activity reflected on
the statement of cash flows. While this information
may be helpful to highlight certain macro trends and
business strategies, the cash flow analysis may not be
as relevant when analyzing changes in our net
earnings and net assets. We believe that in addition to
the traditional cash flow analysis, the discussion
related to liquidity and dividends and asset/liability
management herein may provide more useful context
in evaluating our liquidity position and related
activity.

Net cash provided by operating activities was $4.6
billion in 2017, compared with $6.2 billion in 2016
and $4.1 billion in 2015. In 2017, 2016 and 2015,
cash flows provided by operations were principally
the result of earnings. In 2017, cash provided by
operations was partially offset by changes in trading
assets and liabilities. In 2016, cash flows provided by
operations also reflect changes in trading assets and
liabilities, partially offset by changes in accruals and
other balances.

Net cash used for investing activities was $31.1
billion in 2017, compared with net cash provided by
investing activities of $51.2 billion in 2016 and net
cash used for investing activities of $19.8 billion in
2015. In 2017, 2016 and 2015, net cash used for, or
provided by, investing activities primarily reflects
changes in interest-bearing deposits with the Federal
Reserve and other central banks.

Net cash provided by financing activities was $26.8
billion in 2017, compared with net cash used for
financing activities of $59.1 billion in 2016 and net
cash provided by financing activity of $15.2 billion in
2015. In 2017, 2016 and 2015, net cash provided by,
or used for, financing activities primarily reflects
changes in deposits and changes in federal funds
purchased and securities sold under repurchase
agreements. In 2017, net cash provided by financing
activities also reflects net proceeds from the issuance
of long-term debt, changes in commercial paper and
other borrowed funds, partially offset by common
stock repurchases. In 2016, net cash used for
financing activities also reflects repayment of long-
term debt and common stock repurchases, partially
offset by the net proceeds from the issuance of long-
term debt. In 2015, net cash provided by financing
activities also reflects the net change in long-term
debt and common stock repurchases.

Commitments and obligations

We have contractual obligations to make fixed and
determinable payments to third parties as indicated in
the table below. The table excludes certain
obligations such as trade payables and trading
liabilities, where the obligation is short-term or
subject to valuation based on market factors. In
addition to the amounts shown in the table below, at
Dec. 31, 2017, $128 million of unrecognized tax
benefits have been recorded as liabilities in
accordance with ASC 740, Income Taxes. Related to
these unrecognized tax benefits, we have also
recorded a liability for potential interest of $17
million. At this point, it is not possible to determine
when these amounts will be settled or resolved.

Contractual obligations at Dec. 31, 2017

Payments due by period

(in millions)
Deposits without a stated maturity
Term deposits
Federal funds purchased and securities sold under repurchase agreements
Payables to customers and broker-dealers
Other borrowed funds (a)
Long-term debt (b)
Unfunded pension and post-retirement benefits
Investment commitments (c)
Repatriation tax

Total

Less than
1 year

$ 122,373 $ 122,373 $

40,021
15,163
20,184
3,028
31,403
292
486
723

40,019
15,163
20,184
3,026
4,385
48
200
27

Total contractual obligations

$ 233,673 $ 205,425 $

1-3 years

3-5 years

— $
2
—
—
2
9,388
63
226
112
9,793 $

— $
—
—
—
—
6,260
55
43
112
6,470 $

Over
5 years
—
—
—
—
—
11,370
126
17
472
11,985

(a) Includes capital leases.
(b) Includes interest.
(c) Includes Community Reinvestment Act commitments.

52 BNY Mellon

Results of Operations (continued)

We have entered into fixed and determinable commitments as indicated in the table below:

Other commitments at Dec. 31, 2017

Amount of commitment expiration per period
Less than
1 year

1-3 years

3-5 years

(in millions)
Securities lending indemnifications (a)
Lending commitments
Standby letters of credit
Operating leases
Purchase obligations (b)
Commercial letters of credit
Private equity commitments (c)
Total commitments

Over
5 years
—
197
—
754
92
—
—
1,043
(a) Excludes the indemnifications for securities booked at BNY Mellon beginning in late 2013 resulting from the CIBC Mellon joint venture,

8,997
666
541
394
—
28
10,626 $

51,467
3,531
2,018
1,395
122
42

30,068
2,482
292
740
122
6

12,205
383
431
169
—
8

$ 432,084 $ 432,084 $

$ 490,659 $ 465,794 $

13,196 $

— $

Total

which totaled $69 billion at Dec. 31, 2017.

(b) Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and specify all

significant terms.

See “Liquidity and dividends” and Note 20 of the
Notes to Consolidated Financial Statements for a
further discussion of the source of funds for our
commitments and obligations.

Off-balance sheet arrangements

Off-balance sheet arrangements discussed in this
section are limited to guarantees, retained or
contingent interests and obligations arising out of

Capital

unconsolidated variable interest entities (“VIEs”).
For BNY Mellon, these items include certain
guarantees. Guarantees include SBLC issued as part
of our corporate banking business and securities
lending indemnifications issued as part of our
Investment Services business. See Note 20 of the
Notes to Consolidated Financial Statements for a
further discussion of our off-balance sheet
arrangements.

Capital data
(dollar amounts in millions except per share amounts; common shares in thousands)
At period end:
BNY Mellon shareholders’ equity to total assets ratio
BNY Mellon common shareholders’ equity to total assets ratio
Total BNY Mellon shareholders’ equity
Total BNY Mellon common shareholders’ equity
BNY Mellon tangible common shareholders’ equity – Non-GAAP (a)
Book value per common share (a)
Tangible book value per common share – Non-GAAP (a)
Closing stock price per common share
Market capitalization
Common shares outstanding

2017

2016

11.1%
10.1%

11.6%
10.6%

$
$
$
$
$
$
$

41,251
37,709
18,486
37.21
18.24
53.86
54,584
1,013,442

$
$
$
$
$
$
$

38,811
35,269
16,957
33.67
16.19
47.38
49,630
1,047,488

Full-year:
Average common equity to average assets
Cash dividends per common share
23%
Common dividend payout ratio
1.5%
Common dividend yield
(a) See “Supplemental information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 118 for a reconciliation

10.5%
0.86

9.9%
0.72

23%
1.6%

of GAAP to Non-GAAP.

BNY Mellon 53

Failure to satisfy regulatory standards, including
“well capitalized” status or capital adequacy rules
more generally, could result in limitations on our
activities and adversely affect our financial condition.
See the discussion of these matters in “Supervision
and Regulation - Regulated Entities of BNY Mellon
and Ancillary Regulatory Requirements” and “Risk
Factors - Operational Risk - Failure to satisfy
regulatory standards, including “well capitalized” and
“well managed” status or capital adequacy and
liquidity rules more generally, could result in
limitations on our activities and adversely affect our
business and financial condition.”

The “well capitalized” and other capital categories
(where applicable), as established by applicable
regulations for BHCs and depository institutions,
have been established by those regulations solely for
purposes of implementing their respective
requirements (for example, eligibility for FHC status
in the case of BHCs and prompt corrective action
measures in the case of depository institutions). A
BHC’s or depository institution’s qualification for a
capital category may not constitute an accurate
representation of the entity’s overall financial
condition or prospects.

The U.S. banking agencies’ capital rules are based on
the framework adopted by the Basel Committee on
Banking Supervision (“BCBS”), as amended from
time to time. For additional information on these
capital requirements, see “Supervision and
Regulation.” BNY Mellon is subject to the U.S.
capital rules, which are being gradually phased-in
over a multi-year period through Jan. 1, 2019.

Our estimated CET1 and SLR ratios on a fully
phased-in basis are based on our current
interpretation of the U.S. capital rules. Our risk-
based capital adequacy is determined using the higher
of RWAs determined using the Advanced Approach
and Standardized Approach.

Results of Operations (continued)

The Bank of New York Mellon Corporation total
shareholders’ equity increased to $41.3 billion at Dec.
31, 2017 from $38.8 billion at Dec. 31, 2016. The
increase primarily reflects earnings, foreign currency
translation adjustments and $739 million resulting
from stock awards, the exercise of stock options and
stock issued for employee benefit plans, partially
offset by share repurchases and dividends.

The unrealized gain, net of tax, on our available-for-
sale investment securities portfolio included in
accumulated other comprehensive income was $184
million at Dec. 31, 2017, compared with $45 million
at Dec. 31, 2016. The increase in the unrealized gain,
net of tax, was primarily driven by a decrease in long-
term interest rates.

Our 2017 capital plan, submitted in connection with
the Federal Reserve’s CCAR, included the
authorization to repurchase an average of $650
million of common stock each quarter starting in the
third quarter of 2017 and continuing through the
second quarter of 2018. We repurchased 25 million
common shares at an average price of $52.68 per
common share for a total cost of $1.3 billion in 2017
under the current program. We expect to continue to
repurchase shares in the first half of 2018 under the
2017 capital plan.

Also included in the 2017 capital plan was a 26%
increase in the quarterly cash dividend to $0.24 per
common share. The first payment of the increased
quarterly cash dividend was made on Aug. 11, 2017.

Capital adequacy

Regulators establish certain levels of capital for
BHCs and banks, including BNY Mellon and our
bank subsidiaries, in accordance with established
quantitative measurements. For the Parent to
maintain its status as a financial holding company
(“FHC”), our U.S. bank subsidiaries and BNY
Mellon must, among other things, qualify as “well
capitalized.” As of Dec. 31, 2017 and Dec. 31, 2016,
BNY Mellon and our U.S. bank subsidiaries were
“well capitalized.”

54 BNY Mellon

Results of Operations (continued)

The transitional capital ratios for Dec. 31, 2017 included in the following table were negatively impacted by the
additional phase-in requirements that became effective on Jan. 1, 2017.

Consolidated and largest bank subsidiary regulatory capital ratios

Well
capitalized

Dec. 31, 2017
Minimum
required

(a)

Capital
ratios

Dec. 31,
2016

Consolidated regulatory capital ratios: (b)

Standardized Approach:

CET1 ratio
Tier 1 capital ratio
Total (Tier 1 plus Tier 2) capital ratio

Advanced Approach:

CET1 ratio
Tier 1 capital ratio
Total (Tier 1 plus Tier 2) capital ratio

Leverage capital ratio (b)
SLR (d)

Selected regulatory capital ratios – fully phased-in – Non-GAAP: (c)

Estimated CET1 ratio:

Standardized Approach
Advanced Approach

Estimated SLR

The Bank of New York Mellon regulatory capital ratios: (b)

Advanced Approach:

CET1 ratio
Tier 1 capital ratio
Total (Tier 1 plus Tier 2) capital ratio

Leverage capital ratio
SLR (d)

Selected regulatory capital ratios – fully phased-in – Non-GAAP:

Estimated SLR

N/A (c)
6%
10

N/A (c)
6%
10
N/A (c)

(c)(e)

8.5% (e)
8.5
(e)
5
(e)

6.5%
8
10
5
6

6.5%
8
10

6.5%
8
10
4
3

6.5%
6.5
3

5.75%
7.25
9.25
4
3

11.9%
14.2
15.1

10.7%
12.7
13.4
6.6
6.1

11.5%
10.3
5.9

14.1%
14.4
14.7
7.6
6.9

12.3%
14.5
15.2

10.6%
12.6
13.0
6.6
6.0

11.3%
9.7
5.6

13.6%
13.9
14.2
7.2
6.5

6.7%

6.1%

(a) Minimum requirements for Dec. 31, 2017 include Basel III minimum thresholds plus currently applicable buffers.
(b) For our CET1, Tier 1 capital and Total capital ratios, our effective capital ratios under U.S. capital rules are the lower of the ratios as
calculated under the Standardized and Advanced Approaches. The leverage capital ratio is based on Tier 1 capital, as phased-in and
quarterly average total assets.

(c) The Federal Reserve’s regulations do not establish well capitalized thresholds for these measures for BHCs.
(d) SLR became a binding measure on Jan. 1, 2018. The SLR is based on Tier 1 capital, as phased-in, and average quarterly assets and

certain off-balance sheet exposures.

(e) Fully phased-in Basel III minimum with expected buffers. See page 57 for the capital ratios with the phase-in of the capital conservation

buffer and the U.S. G-SIB surcharge, as well as the introduction of the SLR buffer.

Our CET1 ratio determined 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.

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 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.

The estimated fully phased-in SLR (Non-GAAP) of
5.9% at Dec. 31, 2017 and 5.6% at Dec. 31, 2016 was
based on our interpretation of the U.S. capital rules,
as supplemented by the Federal Reserve’s final rules
on the SLR. BNY Mellon will be subject to an
enhanced SLR, which will require a buffer in excess
of 2% over the minimum SLR of 3%. The insured
depository institution subsidiaries of the U.S. G-SIBs,

BNY Mellon 55

Results of Operations (continued)

including those of BNY Mellon, must maintain a 6%
SLR to be considered “well capitalized.”

For additional information on the U.S. capital rules,
see “Supervision and Regulation - Capital
Requirements - Generally.”

The Advanced Approach capital ratios are
significantly impacted by RWAs for operational risk.
Our operational loss risk model is informed by
external losses, including fines and penalties levied
against institutions in the financial services industry,
particularly those that relate to businesses in which
we operate, and as a result external losses have
impacted and could in the future impact the amount
of capital that we are required to hold.

Management views the estimated fully phased-in
CET1 and other risk-based capital ratios and SLR as
key measures in monitoring BNY Mellon’s capital
position and progress against future regulatory capital
standards. Additionally, the presentation of the
estimated fully phased-in CET1 and other risk-based
capital ratios and SLR are intended to allow investors
to compare these ratios with estimates presented by
other companies.

Our capital ratios are necessarily subject to, among
other things, anticipated compliance with all
necessary enhancements to model calibration,
approval by regulators of certain models used as part
of RWA calculations, other refinements, further
implementation guidance from regulators, market
practices and standards and any changes BNY Mellon
may make to its businesses. As a consequence of
these factors, our capital ratios may materially
change, and may be volatile over time and from
period to period.

Minimum capital ratios and capital buffers

The U.S. capital rules include a series of buffers and
surcharges over required minimums that apply to
BHCs, including BNY Mellon, which are being
phased-in over time. Banking organizations with a
risk-based ratio or SLR above the minimum required
level, but with a risk-based ratio or SLR below the
minimum level with buffers will face constraints on

56 BNY Mellon

dividends, equity repurchases and discretionary
executive compensation based on the amount of the
shortfall. Different regulatory capital minimums,
buffers and surcharges apply to our banking
subsidiaries.

The U.S. capital rules introduced a capital
conservation buffer and countercyclical capital buffer
that add to the minimum regulatory capital ratios.
The capital conservation buffer–1.25% for 2017 and
2.5% when fully phased-in on Jan. 1, 2019–is
designed to absorb losses during periods of economic
stress and applies to all banking organizations.
During periods of excessive growth, the capital
conservation buffer may be expanded through the
imposition of a countercyclical capital buffer that
may be as high as an additional 2.5%. The
countercyclical capital buffer, when applicable,
applies only to Advanced Approach banking
organizations. The countercyclical capital buffer is
currently set to zero with respect to U.S. exposures,
but it could increase if the banking agencies
determine that systemic vulnerabilities are
meaningfully above normal.

BNY Mellon is subject to an additional G-SIB
surcharge, which is implemented as an extension of
the capital conservation buffer and must be satisfied
with CET1 capital. For 2017, the G-SIB surcharge
applicable to BNY Mellon is 0.75%, and for 2018 it
is 1.125%, when fully phased-in on Jan. 1, 2019, as
calculated, applying metrics as currently applicable to
BNY Mellon, it would be 1.5%.

The following table presents the principal minimum
capital ratio requirements with buffers and
surcharges, as phased-in, applicable to the Parent and
The Bank of New York Mellon. This table does not
include the imposition of a countercyclical capital
buffer. The U.S. capital rules also provide for
transitional arrangements for qualifying instruments,
deductions and adjustments, which are not reflected
in this table. Buffers and surcharges are not
applicable to the leverage capital ratio. These buffers,
other than the SLR buffer, and surcharge began to
phase-in on Jan. 1, 2016 and will be fully
implemented on Jan. 1, 2019.

Results of Operations (continued)

Capital ratio requirements

Capital conservation buffer (CET1)
U.S. G-SIB surcharge (CET1) (b)(c)

Consolidated:
CET1 ratio
Tier 1 capital ratio
Total capital ratio

Enhanced SLR buffer (Tier 1 capital)
SLR

Bank subsidiaries: (c)

CET1 ratio
Tier 1 capital ratio
Total capital ratio

SLR

Well
capitalized

Minimum
ratios

Minimum ratios with buffers, as phased-in (a)
2018
1.875%
1.125%

2017
1.25%
0.75%

2019
2.5%
1.5%

N/A
6.0%
10.0%

N/A
N/A

6.5%
8.0%
10.0%

6.0%

4.5%
6.0%
8.0%

3.0%

4.5%
6.0%
8.0%

3.0%

6.5%
8.0%
10.0%

N/A
N/A

5.75%
7.25%
9.25%

N/A

7.5%
9.0%
11.0%

2.0%
5.0%

6.375%
7.875%
9.875%

8.5%
10.0%
12.0%

2.0%
5.0%

7.0%
8.5%
10.5%

6.0% (d)

(a) Countercyclical capital buffer currently set to 0%.
(b) The fully phased-in U.S. G-SIB surcharge of 1.5% applicable to BNY Mellon is subject to change.
(c) The U.S. G-SIB surcharge is not applicable to the regulatory capital ratios of the bank subsidiaries.
(d) Well capitalized threshold.

The table below presents the factors that impacted the transitional and fully phased-in CET1.

Estimated CET1 generation

Year ended Dec. 31, 2017

(in millions)
CET1 – Beginning of period
Net income applicable to common shareholders of The Bank of New York Mellon Corporation
Goodwill and intangible assets, net of related deferred tax liabilities

Gross CET1 generated

Capital deployed:

Common stock dividends
Common stock repurchased
Total capital deployed
Other comprehensive income:
Foreign currency translation
Unrealized loss on assets available-for-sale
Defined benefit plans
Unrealized gain on cash flow hedges
Total other comprehensive income

Additional paid-in capital (c)
Other additions (deductions):
Net pension fund assets
Deferred tax assets
Embedded goodwill
Other

Total other deductions
Net CET1 generated
CET1 – End of period

Transitional
Approach (a)

18,093 $
3,915
(1,370)
2,545

(901)
(2,686)
(3,587)

838
127
59
9
1,033
703

(114)
(14)
(59)
(7)
(194)
500
18,593 $

Fully
phased-in –
Non-GAAP (b)
16,490
3,915
(911)
3,004

(901)
(2,686)
(3,587)

838
151
410
9
1,408
703

(121)
(9)
(43)
(7)
(180)
1,348
17,838

(a) Reflects transitional adjustments to CET1 required under the U.S. capital rules.
(b) Estimated.
(c) Primarily related to stock awards, the exercise of stock options and stock issued for employee benefit plans.

BNY Mellon 57

Results of Operations (continued)

The following table presents the components of our transitional and fully phased-in CET1, Tier 1 and Tier 2 capital,
the RWAs determined under both the Standardized and Advanced Approaches, the average assets used for leverage
capital purposes and the total leverage exposure for estimated SLR purposes.

Capital components and ratios

(dollars in millions)
CET1:

Common shareholders’ equity
Goodwill and intangible assets
Net pension fund assets
Equity method investments
Deferred tax assets
Other

Total CET1

Other Tier 1 capital:

Preferred stock
Deferred tax assets
Net pension fund assets
Other

Total Tier 1 capital

Tier 2 capital:

Subordinated debt
Allowance for credit losses
Trust preferred securities
Other

Total Tier 2 capital – Standardized Approach

Excess of expected credit losses
Less: Allowance for credit losses

Total Tier 2 capital – Advanced Approach

Total capital:

Standardized Approach
Advanced Approach

Risk-weighted assets:

Standardized Approach
Advanced Approach:

Credit Risk
Market Risk
Operational Risk

Total Advanced Approach

Standardized Approach:

CET1 ratio
Tier 1 capital ratio
Total (Tier 1 plus Tier 2) capital ratio

Advanced Approach:

CET1 ratio
Tier 1 capital ratio
Total (Tier 1 plus Tier 2) capital ratio

Dec. 31, 2017

Dec. 31, 2016

Transitional
Approach (a)

Fully
phased-in –
Non-GAAP (b)

Transitional
Approach (a)

Fully
phased-in –
Non-GAAP (b)

$
$

37,859
(18,684)
(169)
(372)
(33)
(8)
18,593

3,542
(8)
(42)
(41)
22,044

1,250
261
—
(12)
1,499
31
261
1,269

23,543
23,313

155,621

101,681
3,657
68,688
174,026

$
$

37,709
(19,223)
(211)
(387)
(41)
(9)
17,838

3,542
—
—
(41)
21,339

1,250
261
—
(12)
1,499
31
261
1,269

22,838
22,608

155,324

101,366
3,657
68,688
173,711

$
$

11.9%
14.2
15.1

10.7%
12.7
13.4

11.5%
13.7
14.7

10.3%
12.3
13.0

35,794
(17,314)
(55)
(313)
(19)
—
18,093

3,542
(13)
(36)
(121)
21,465

550
281
148
(12)
967
50
281
736

22,432
22,201

147,671

97,659
2,836
70,000
170,495

$
$

12.3%
14.5
15.2

10.6%
12.6
13.0

35,269
(18,312)
(90)
(344)
(32)
(1)
16,490

3,542
—
—
(121)
19,911

550
281
—
(11)
820
50
281
589

20,731
20,500

146,475

96,391
2,836
70,000
169,227

11.3%
13.6
14.2

9.7%
11.8
12.1

Average assets for leverage capital purposes
Total leverage exposure for SLR purposes
(a) Reflects transitional adjustments to CET1, Tier 1 capital and Tier 2 capital required in 2017 and 2016 under the U.S. capital rules.
(b) Estimated.

326,809

331,600

360,543

355,083

58 BNY Mellon

Results of Operations (continued)

The following table shows the impact on the
consolidated capital ratios at Dec. 31, 2017 of a $100
million increase or decrease in common equity, or a
$1 billion increase or decrease in RWAs, quarterly
average assets or total leverage exposure.

Sensitivity of consolidated capital ratios at Dec. 31, 2017
Increase or decrease of

$100 million
in common
equity

$1 billion in
RWA, quarterly
average assets
or total leverage
exposure

(in basis points)
CET1:

Standardized Approach
Advanced Approach

6 bps
6

8 bps
6

Tier 1 capital:

Standardized Approach
Advanced Approach

Total capital:

Standardized Approach
Advanced Approach

Leverage capital

SLR

Estimated CET1 ratio, fully
phased-in – Non-GAAP:
Standardized Approach
Advanced Approach

Estimated SLR, fully
phased-in – Non-GAAP

6
6

9
7

10
8

7
6

Capital ratios vary depending on the size of the
balance sheet at year-end and the levels and types of
investments in assets. The balance sheet size
fluctuates from year to year based on levels of
customer and market activity. In general, when
servicing clients are more actively trading securities,
deposit balances and the balance sheet as a whole are
higher. In addition, when markets experience
significant volatility or stress, our balance sheet size
may increase considerably as client deposit levels
increase.

Supplementary Leverage Ratio

BNY Mellon has presented its consolidated and
largest bank subsidiary’s estimated fully phased-in
SLRs based on its interpretation of the U.S. capital
rules, which are being gradually phased-in over a
multi-year period and on the application of such rules
to BNY Mellon’s businesses as currently conducted.

BNY Mellon 59

Results of Operations (continued)

The following table presents the components of our SLR on both the transitional and fully phased-in basis for BNY
Mellon and our largest bank subsidiary, The Bank of New York Mellon.

SLR

(dollars in millions)
Consolidated:
Total Tier 1 capital

Total leverage exposure:
Quarterly average total assets
Less: Amounts deducted from Tier 1 capital
Total on-balance sheet assets, as adjusted

Off-balance sheet exposures:

Potential future exposure for derivative contracts (plus certain other

items)
Repo-style transaction exposures
Credit-equivalent amount of other off-balance sheet exposures (less SLR

exclusions)

Total off-balance sheet exposures
Total leverage exposure

SLR – Consolidated (b)

The Bank of New York Mellon, our largest bank subsidiary:
Tier 1 capital
Total leverage exposure

Dec. 31, 2017

Dec. 31, 2016

Transitional
basis

Fully
phased-in –
Non-GAAP (a)

Transitional
basis

Fully
phased-in –
Non-GAAP (a)

22,044

$ 350,786
19,186
331,600

6,603
1,086

21,960
29,649
$ 361,249

6.1%

$
20,478
$ 296,510

$
$

21,339

21,465

350,786
19,892
330,894

$ 344,142
17,333
326,809

6,603
1,086

21,960
29,649
360,543

6,021
533

23,274
29,828
$ 356,637

5.9%

6.0%

19,768
296,224

$
19,011
$ 291,022

$
$

19,911

344,142
18,887
325,255

6,021
533

23,274
29,828
355,083

5.6%

17,708
290,230

SLR – The Bank of New York Mellon (b)
(a) Estimated.
(b) The estimated fully phased-in SLR (Non-GAAP) is based on our interpretation of the U.S. capital rules. The minimum required SLR is

6.5%

6.9%

6.7%

6.1%

3% and there is a 2% buffer, in addition to the minimum, that is applicable to U.S. G-SIBs. The insured depository institution
subsidiaries of the U.S. G-SIBs, including those of BNY Mellon, must maintain a 6% SLR to be considered “well-capitalized.”

Issuer purchases of equity securities

Share repurchases - fourth quarter of 2017

Maximum approximate dollar
value of shares that may yet
be purchased under the
publicly announced plans or
programs at Dec. 31, 2017
1,671
$
1,421
1,299
1,299 (b)
(a) Includes 35 thousand shares repurchased at a purchase price of $2 million from employees, primarily in connection with the employees’

(dollars in millions, except per share
information; common shares in thousands)
October 2017
November 2017
December 2017

Total shares
repurchased as part
of a publicly
announced plan or
program
5,306
4,758
2,316
12,380

Average price
per share
52.60
52.63
52.61
52.61

Total shares
repurchased
5,306
4,758
2,316
12,380

Fourth quarter of 2017 (a)

payment of taxes upon the vesting of restricted stock. The average price per share of open market purchases was $52.61.

(b) Represents the maximum value of the shares authorized to be repurchased through the second quarter of 2018, including employee

benefit plan repurchases, in connection with the Federal Reserve’s non-objection to our 2017 capital plan.

On June 28, 2017, in connection with the Federal
Reserve’s non-objection to our 2017 capital plan,
BNY Mellon announced a share repurchase plan
providing for the repurchase of up to $2.6 billion of
common stock and up to an additional $500 million
of common stock contingent on a prior issuance of
$500 million of noncumulative perpetual preferred
stock. The 2017 capital plan began in the third

quarter of 2017 and continues through the second
quarter of 2018. This new share repurchase plan
replaces all previously authorized share repurchase
plans.

Share repurchases may be executed through
repurchase plans designed to comply with Rule
10b5-1 and through derivative, accelerated share

60 BNY Mellon

Results of Operations (continued)

repurchase and other structured transactions. The
timing and exact amount of any common stock
repurchases will depend on various factors, including
market conditions and the common stock trading
price; the Company’s capital position, liquidity and
financial performance; alternative uses of capital; and
legal and regulatory considerations.

Trading activities and risk management

Our trading activities are focused on acting as a
market-maker for our customers, facilitating customer
trades and risk mitigating hedging in compliance with
the Volcker Rule. The risk from market-making
activities for customers is managed by our traders and
limited in total exposure through a system of position
limits, value-at-risk (“VaR”) methodology and other
market sensitivity measures. VaR is the potential loss
in value due to adverse market movements over a
defined time horizon with a specified confidence
level. The calculation of our VaR used by
management and presented below assumes a one-day
holding period, utilizes a 99% confidence level, and
incorporates non-linear product characteristics. VaR
facilitates comparisons across portfolios of different
risk characteristics. VaR also captures the
diversification of aggregated risk at the firm-wide
level.

VaR represents a key risk management measure and it
is important to note the inherent limitations to VaR,
which include:

• VaR does not estimate potential losses over longer

time horizons where moves may be extreme;
• VaR does not take account of potential variability

of market liquidity; and

• Previous moves in market risk factors may not

produce accurate predictions of all future market
moves.

See Note 21 of the Notes to Consolidated Financial
Statements for additional information on the VaR
methodology.

In an effort to improve our enterprise-level risk
management capabilities, we have changed our VaR
model from Monte Carlo simulation to historical
simulation for both management and RWA
calculations. This change was effective as of Jan. 1,
2017. In addition to this model enhancement, the
impact of credit valuation adjustment (“CVA”) is now
included.

The following table indicates the calculated VaR
amounts for the trading portfolio for the designated
periods using the historical simulation VaR model.
The impact of changes in methodology implemented
on Jan.1, 2017 are not material.

2017
Average Minimum Maximum
$

VaR (a)
Dec. 31,
2017
(in millions)
4.4
Interest rate
8.6
Foreign exchange
0.8
Equity
1.3
Credit
(5.2)
Diversification
9.9
Overall portfolio
(a) Beginning Jan. 1, 2017, the VaR figures reflect the impact of the

2.4 $
2.6
0.1
0.5
N/M
3.2

4.9 $
8.6
1.1
1.7
N/M
9.9

3.6 $
4.1
0.5
1.1
(5.0)
4.3

CVA and hedges as per the guidance included in ASC 820, Fair
Value Measurement. VaR exposure does not include the impact
of the Company’s consolidated investment management funds
and seed capital investments.

N/M - Because the minimum and maximum may occur on different
days for different risk components, it is not meaningful to
compute a minimum and maximum portfolio diversification
effect.

The following table indicates the calculated VaR
amounts for the trading portfolio for the designated
periods as previously reported under the former
Monte Carlo simulation VaR model.

2016
Average Minimum Maximum
$

VaR (a)
(in millions)
Interest rate
Foreign exchange
Equity
Credit
Diversification
Overall portfolio
(a) VaR figures do not reflect the impact of the CVA guidance in

4.3 $
1.2
0.3
0.2
N/M
4.3

Dec. 31,
2016
5.5
2.8
0.4
0.3
(3.7)
5.3

6.3 $
2.9
0.6
0.3
(4.2)
5.9

11.1
0.8
0.4
N/M
7.7

8.9 $

ASC 820, Fair Value Measurement. This is consistent with the
regulatory treatment. VaR exposure does not include the impact
of the Company’s consolidated investment management funds
and seed capital investments.

N/M - Because the minimum and maximum may occur on different
days for different risk components, it is not meaningful to
compute a minimum and maximum portfolio diversification
effect.

The interest rate component of VaR represents
instruments whose values predominantly vary with
the level or volatility of interest rates. These
instruments include, but are not limited to: sovereign
debt, swaps, swaptions, forward rate agreements,
exchange-traded futures and options, and other
interest rate derivative products.

BNY Mellon 61

Results of Operations (continued)

The foreign exchange component of VaR represents
instruments whose values predominantly vary with
the level or volatility of currency exchange rates or
interest rates. These instruments include, but are not
limited to: currency balances, spot and forward
transactions, currency options, exchange-traded
futures and options, and other currency derivative
products.

The equity component of VaR consists of instruments
that represent an ownership interest in the form of
domestic and foreign common stock or other equity-
linked instruments. These instruments include, but
are not limited to: common stock, exchange-traded
funds, preferred stock, listed equity options (puts and
calls), OTC equity options, equity total return swaps,
equity index futures and other equity derivative
products.

The credit component of VaR represents instruments
whose values predominantly vary with the credit
worthiness of counterparties. These instruments
include, but are not limited to, credit derivatives
(credit default swaps and exchange-traded credit

Distribution of trading revenue (loss) (a)

(dollars in millions)
Revenue range:

Less than $(2.5)
$(2.5) – $0
$0 – $2.5
$2.5 – $5.0
More than $5.0

index instruments) and exposures from corporate
credit spreads, and mortgage prepayments. Credit
derivatives are used to hedge various credit
exposures.

The diversification component of VaR is the risk
reduction benefit that occurs when combining
portfolios and offsetting positions, and from the
correlated behavior of risk factor movements.

During 2017, interest rate risk generated 39% of
average gross VaR, foreign exchange risk generated
44% of average gross VaR, equity risk accounted for
5% of average gross VaR and credit risk generated
12% of average gross VaR. During 2017, our daily
trading loss did not exceed our calculated VaR
amount of the overall portfolio.

The following table of total daily trading revenue or
loss illustrates the number of trading days in which
our trading revenue or loss fell within particular
ranges during the past five quarters.

Quarter ended

Dec. 31,
2017

Sept. 30,
2017

June 30,
2017

March 31,
2017

Dec. 31,
2016

Number of days

2
4
23
22
11

—
1
29
29
4

—
2
31
27
4

—
1
31
26
4

—
3
28
23
7

(a) Trading revenue (loss) includes realized and unrealized gains and losses primarily related to spot and forward foreign exchange

transactions, derivatives and securities trades for our customers and excludes any associated commissions, underwriting fees and net
interest revenue.

Trading assets include debt and equity instruments
and derivative assets, primarily interest rate and
foreign exchange contracts, not designated as hedging
instruments. Trading assets were $6.0 billion at Dec.
31, 2017 and $5.7 billion at Dec. 31, 2016.

Trading liabilities include debt and equity instruments
and derivative liabilities, primarily interest rate and
foreign exchange contracts, not designated as hedging
instruments. Trading liabilities were $4.0 billion at
Dec. 31, 2017 and $4.4 billion at Dec. 31, 2016.

Under our fair value methodology for derivative
contracts, an initial “risk-neutral” valuation is
performed on each position assuming time-
discounting based on a AA credit curve. In addition,

62 BNY Mellon

we consider credit risk in arriving at the fair value of
our derivatives.

We reflect external credit ratings as well as
observable credit default swap spreads for both
ourselves and our counterparties when measuring the
fair value of our derivative positions. Accordingly,
the valuation of our derivative positions is sensitive to
the current changes in our own credit spreads, as well
as those of our counterparties.

At Dec. 31, 2017, our OTC derivative assets of $3.1
billion included a CVA deduction of $27 million. Our
OTC derivative liabilities of $3.6 billion included a
debit valuation adjustment (“DVA”) of $1 million

Results of Operations (continued)

related to our own credit spread. Net of hedges, the
CVA decreased by $9 million and the DVA decreased
$1 million in 2017. The net impact of these
adjustments increased foreign exchange and other
trading revenue by $8 million in 2017. During 2017,
no realized loss was charged off against CVA
reserves.

At Dec. 31, 2016, our OTC derivative assets of $4.3
billion included a CVA deduction of $38 million. Our
OTC derivative liabilities of $4.4 billion included a
DVA of $3 million related to our own credit spread.
Net of hedges, the CVA decreased by $16 million and
the DVA decreased $4 million in 2016. The net

impact of these adjustments increased foreign
exchange and other trading revenue by $12 million in
2016. During 2016, no realized loss was charged off
against CVA reserves.

The table below summarizes the risk ratings for our
foreign exchange and interest rate derivative
counterparty credit exposure during the past five
quarters. This information indicates the degree of
risk to which we are exposed. Significant changes in
ratings classifications for our foreign exchange and
other trading activity could result in increased risk for
us.

Foreign exchange and other trading counterparty risk rating profile (a)

Quarter ended

Rating:
AAA to AA-
A+ to A-
BBB+ to BBB-
Non-investment grade (BB+ and lower)

Total

(a) Represents credit rating agency equivalent of internal credit ratings.

Dec. 31,
2017

Sept. 30,
2017

June 30,
2017

March 31,
2017

Dec. 31,
2016

44%
31
20
5
100%

41%
30
24
5
100%

44%
27
22
7
100%

43%
36
17
4
100%

35%
39
22
4
100%

Asset/liability management

Our diversified business activities include processing
securities, accepting deposits, investing in securities,
lending, raising money as needed to fund assets and
other transactions. The market risks from these
activities include interest rate risk and foreign
exchange risk. Our primary market risk is exposure
to movements in U.S. dollar interest rates and certain
foreign currency interest rates. We actively manage
interest rate sensitivity and use earnings simulation
and discounted cash flow models to identify interest
rate exposures.

An earnings simulation model is the primary tool
used to assess changes in pre-tax net interest revenue.
The model incorporates management’s assumptions
regarding interest rates, balance changes on core
deposits, market spreads, changes in the prepayment
behavior of loans and securities and the impact of
derivative financial instruments used for interest rate
risk management purposes. These assumptions have
been developed through a combination of historical
analysis and future expected pricing behavior and are
inherently uncertain. As a result, the earnings
simulation model cannot precisely estimate net
interest revenue or the impact of higher or lower

interest rates on net interest revenue. Actual results
may differ materially from projected results due to
timing, magnitude and frequency of interest rate
changes, and changes in market conditions and
management’s strategies, among other factors.

Generally, there has been an inverse relationship
between interest rates and client deposit levels. To
the extent that actual behavior is different from that
assumed in the models, there could be a significant
change in net interest revenue sensitivity.

In the table below, we use the earnings simulation
model to run various interest rate ramp scenarios
from a baseline scenario. The interest rate ramp
scenarios examine the impact of large interest rate
movements. In each scenario, all currencies’ interest
rates are shifted higher or lower. Interest rate
sensitivity is quantified by calculating the change in
pre-tax net interest revenue between the scenarios
over a 12-month measurement period.

BNY Mellon 63

Results of Operations (continued)

The following table shows net interest revenue
sensitivity for BNY Mellon.

Estimated changes in net
interest revenue
(in millions)

Up 200 bps parallel rate ramp vs.

baseline (a)

Up 100 bps parallel rate ramp vs.

baseline (a)

Long-term up 50 bps, short-term

unchanged (b)

Long-term down 50 bps, short-

term unchanged (b)

Dec. 31,
2017

Sept. 30,
2017

Dec. 31,
2016

(151) $

(2) $

105

112

113

145

(122)

(129)

(88)

(a)

In the parallel rate ramp, both short-term and long-term rates
move in four equal quarterly increments.
(b) Long-term is equal to or greater than one year.

The baseline scenario used for the calculations in the
estimated changes in net interest revenue table above
is based on our quarter-end balance sheet and the spot
yield curve. The 100 basis point ramp scenario
assumes rates increase 25 basis points above the yield
curve in each of the next four quarters and the 200
basis point ramp scenario assumes a 50 basis point
per quarter increase.

Our net interest revenue sensitivity table above
incorporates assumptions about the impact of changes
in interest rates on depositor behavior based on
historical experience. Given the current historically
low interest rate environment and the potential
change to the implementation of monetary policy, the
impact of depositor behavior is highly uncertain. The
lower sensitivity in the ramp up 200 basis point
scenario compared with the 100 basis point scenario
is driven by the assumption of increased deposit
runoff and forecasted changes in the deposit pricing
as rates rise.

Growth or contraction of deposits could also be
affected by the following factors:

• Global economic uncertainty;
• Our ratings relative to other financial institutions’

ratings; and

• Regulatory reform.

64 BNY Mellon

We also project future cash flows from our assets and
liabilities over a long-term horizon and then discount
these cash flows using instantaneous parallel shocks
to prevailing interest rates. This measure reflects the
structural balance sheet interest rate sensitivity by
discounting all future cash flows. The aggregation of
these discounted cash flows is the economic value of
equity (“EVE”). The following table shows how the
EVE would change in response to changes in interest
rates.

Estimated changes in EVE

Rate change:

Up 200 bps vs. baseline
Up 100 bps vs. baseline

Dec. 31,
2017

(3.7)%
(1.5)%

The asymmetrical accounting treatment of the impact
of a change in interest rates on our balance sheet may
create a situation in which an increase in interest rates
can adversely affect reported equity and regulatory
capital, even though economically there may be no
impact on our economic capital position. For
example, an increase in rates will result in a decline
in the value of our available-for-sale securities
portfolio. In this example, there is no corresponding
change on our fixed liabilities, even though
economically these liabilities are more valuable as
rates rise.

These results do not reflect strategies that
management could employ to limit the impact as
interest rate expectations change.

To manage foreign exchange risk, we fund foreign
currency-denominated assets with liability
instruments denominated in the same currency. We
utilize various foreign exchange contracts if a liability
denominated in the same currency is not available or
desired, and to minimize the earnings impact of
translation gains or losses created by investments in
foreign markets. We use forward foreign exchange
contracts to protect the value of our net investment in
foreign operations. At Dec. 31, 2017, net investments
in foreign operations totaled $14 billion and were
spread across 13 foreign currencies.

Risk Management

Risk management overview

Governance

BNY Mellon’s management is responsible for
execution of the Company’s risk appetite and the risk
management and compliance framework and the
governance structure that supports it, with oversight
provided by BNY Mellon’s board of directors and
two key board committees: the Risk Committee and
the Audit Committee.

The Risk Committee is comprised entirely of
independent directors and meets on a regular basis to
review and assess the control processes with respect
to the Company’s inherent risks. It also reviews and
assesses the risk management activities of the
Company and the Company’s risk policies and
activities. Policy formulation and day-to-day
oversight of the Company’s risk management
framework is delegated to the Chief Risk Officer,
who, together with the Chief Auditor and Chief
Compliance Officer, helps ensure an effective risk
management governance structure. The roles and
responsibilities of the Risk Committee are described
in more detail in its charter, a copy of which is
available on our website, www.bnymellon.com.

The Audit Committee is also comprised entirely of
independent directors, all of whom are financially
literate within the meaning of the NYSE listing
standards. Two members of the Audit Committee
have been determined to be audit committee financial
experts as set out in the rules and regulations under
the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), with accounting or related financial
management expertise within the meaning of the
NYSE listing standards, and to have banking and
financial management expertise within the meaning
of the FDIC rules. The Audit Committee meets on a
regular basis to perform an oversight review of the
integrity of the financial statements and financial
reporting process, compliance with legal and
regulatory requirements, our independent registered
public accountant’s qualifications and independence,
and the performance of our registered public
accountant and internal audit function. The Audit
Committee also reviews management’s assessment of
the adequacy of internal controls. The functions of
the Audit Committee are described in more detail in
its charter, a copy of which is available on our
website, www.bnymellon.com.

The Senior Risk Management Committee (“SRMC”)
is the most senior management body responsible for
ensuring that emerging risks are weighed against the
corporate risk appetite. The SRMC also reviews any
material breaches to our risk appetite and approves
action plans required to remediate the issue. SRMC
provides oversight for the risk management,
compliance and ethics framework. The Chief
Executive Officer, Chief Risk Officer and Chief
Financial Officer are among SRMC’s members.

Primary risk types

The understanding, identification and management of
risk are essential elements for the successful
management of BNY Mellon. Our primary risk
categories are:

Credit

Market

Type of risk Description
Operational The risk of loss resulting from inadequate or
failed internal processes, human factors and
systems, breaches of technology and
information systems, or from external events.
Also includes fiduciary risk, reputational risk,
and litigation risk.
The risk of loss due to adverse changes in the
financial markets. Our market risks are
primarily interest rate, foreign exchange, and
equity risk. Market risk particularly impacts
our exposures that are fair valued such as the
securities portfolio, trading book, and equity
investments.
The risk of loss if any of our borrowers or
other counterparties were to default on their
obligations to us. Credit risk is resident in the
majority of our assets, but primarily
concentrated in the loan and securities books,
as well as off-balance sheet exposures such as
lending commitments, letters of credit, and
securities lending indemnifications.
The risk that BNY Mellon cannot meet its cash
and collateral obligations at a reasonable cost
for both expected and unexpected cash flows,
without adversely affecting daily operations or
financial conditions. Liquidity risk can arise
from cash flow mismatches, market constraints
from the inability to convert assets to cash, the
inability to raise cash in the markets, deposit
run-off, or contingent liquidity events.
The risk that BNY Mellon doesn’t effectively
manage and protect the firm’s market
positioning and stability. This includes risks
associated with the inability to maintain a
strong understanding of clients’ needs, provide
suitable product offerings that are financially
viable and fit within the firm’s operating model
and adapt to transformational change in the
industry.

Liquidity

Strategic

BNY Mellon 65

Risk Management (continued)

The following table presents the primary types of risk
typically embedded in our balance sheet and our off-
balance sheet instruments.

On- and off-balance sheet risks
Assets:
Interest-bearing deposits with banks
Federal funds sold and securities

purchased under resale agreements
Securities
Trading assets
Loans
Goodwill
Intangible assets

credit
market, credit

market, credit, liquidity
market, credit, liquidity
credit, liquidity
operational, market
operational, market

Liabilities:
Deposits
Federal funds purchased and securities
sold under repurchase agreements
Trading liabilities
Payables to customers and broker-
dealers

liquidity
market, liquidity

market, liquidity
liquidity

Off-balance sheet instruments:
Lending commitments
Standby letters of credit
Commercial letters of credit
Securities lending indemnifications

credit, liquidity
credit, liquidity
credit, liquidity
market, credit

The following chart provides the economic capital
allocated to our businesses. Liquidity and strategic
risks are managed on a stand-alone basis at the
consolidated and bank levels. Management of
liquidity risk is the responsibility of Corporate
Treasury, which is reported in the Other segment.
The percentages below are based on the allocation of
economic capital at Dec. 31, 2017 to absorb potential
losses over a one-year period at a level consistent
with the solvency of a target debt rating.

66 BNY Mellon

Operational risk

In providing a comprehensive array of products and
services, we may be exposed to operational risk.
Operational risk may result from, but is not limited
to, errors related to transaction processing, breaches
of internal control systems and compliance
requirements, fraud by employees or persons outside
BNY Mellon or business interruption due to system
failures or other events. Operational risk may also
include breaches of our technology and information
systems resulting from unauthorized access to
confidential information or from internal or external
threats, such as cyberattacks. Operational risk also
includes potential legal or regulatory actions that
could arise as a result of noncompliance with
applicable laws and/or regulatory requirements. In
the case of an operational event, we could suffer
financial losses as well as reputational damage.

To address these risks, we maintain comprehensive
policies and procedures and an internal control
framework designed to provide a sound operational
environment. These controls have been designed to
manage operational risk at appropriate levels given
our financial strength, the business environment and
markets in which we operate, and the nature of our
businesses, and considering factors such as
competition and regulation. Our internal auditors and
internal control group monitor and test the overall
effectiveness of our internal controls and financial
reporting systems on an ongoing basis.

We have also established procedures that are designed
to ensure compliance with generally accepted
conduct, ethics and business practices which are
defined in our corporate policies. These include
training programs, such as for our “Code of Conduct”
and “Know Your Customer” programs, and
compliance training programs, such as those
regarding information protection and suspicious
activity reporting.

We have established operational risk management as
an independent risk discipline. The organizational
framework for operational risk is based upon a strong
risk culture that incorporates both governance and
risk management activities comprising:

• Board Oversight and Governance – The Risk

Committee of the Board oversees our operational
risk management strategy in addition to
overseeing our strategic management of credit
and market risk. The Risk Committee meets

Risk Management (continued)

regularly to review operational risk management
initiatives, discuss key risk issues and review the
effectiveness of the risk management systems.

• Accountability of Businesses – Business

managers are responsible for maintaining an
effective system of internal controls
commensurate with their risk profiles and in
accordance with BNY Mellon policies and
procedures.

• Corporate Operational Risk Management is
responsible for developing risk management
policies and tools for assessing, measuring,
monitoring and managing operational risk for
BNY Mellon. The primary objectives of
Corporate Operational Risk Management are to
promote effective risk management, identify
emerging risks, create incentives for generating
continuous improvement in controls and to
optimize capital.

• The Technology Risk Group is responsible for
developing policies, methods and tools for
identifying, assessing, measuring, monitoring and
governing information and technology risk for
BNY Mellon. Technology Risk partners with the
businesses to help maintain and protect the
confidentiality, integrity and availability of the
portfolio reviews.

Market risk

Our business activity tends to minimize outright or
direct exposure to market risk, with such risk
primarily limited to market volatility from trading
activity in support of clients. More significant direct
market risk is assumed in the form of interest rate and
credit spread risk within the investment portfolio both
as a means for forward asset/liability management
and net interest revenue generation.

In addition to the Risk Committee, oversight of
market risk is performed by the SRMC and Balance
Sheet Risk Committee (“BSRC”) and through
executive review meetings. Detailed reviews of
stress tests results are conducted during the Markets
Weekly Risk Review. Senior managers from Risk
Management, Finance and Sales and Trading attend
the review. Regarding the Corporate Treasury
function, oversight is provided by the Treasury Risk
Committee, biweekly Portfolio Management Group
risk meetings, Business Risk Committee and
numerous portfolio reviews.

The Collateral Margin Review Committee reviews
and approves the standards for collateral received or
paid in respect of collateralized derivative agreements
and securities financing transactions.

The Business Risk Committee for the Markets
business also provides a forum for market risk
oversight. The goal of the Business Risk Committee
meeting, which is held at least quarterly, is to review
key risk and control issues and related initiatives
facing all lines of business, including Markets. Also
addressed during the Business Risk Committee
meetings are trading VaR and trading stressed VaR
exposures against limits.

Finally, the Risk Quantification Review Group
reviews back-testing results for the Company’s VaR
model.

Credit risk

The extension of credit is not considered a discrete
product and is not, typically, attributable to a specific
business, but instead is used as a means of supporting
our clients and our business activity more holistically.
Specifically, we extend direct credit in order to foster
client relationships and as a method by which to
generate interest income from the deposits that result
from business activity. We extend and incur intraday
credit exposure in order to facilitate our various
processing activities.

To balance the value of our activities with the credit
risk incurred in pursuing them, we set and monitor
internal credit limits for activities that entail credit
risk, most often on the size of the exposure and the
quality of the counterparty. For credit exposures
driven by changing market rates and prices, exposure
measures include an add-on for such potential
changes.

We manage credit risk at both the individual exposure
level as well as the portfolio level. Credit risk at the
individual exposure level is managed through our
credit approval system and involves four approval
levels up to and including the Chief Risk Officer of
the Company. The requisite approvals are based upon
the size and relative risk of the aggregate exposure
under consideration. The Credit Risk Group is
responsible for approving the size, terms and maturity
of all credit exposures as well as the ongoing
monitoring of the creditworthiness of the
counterparty. In addition, they are responsible for

BNY Mellon 67

Risk Management (continued)

assigning and maintaining the internal risk ratings on
each exposure.

Credit risk management at the portfolio level is
supported by the Enterprise Capital Adequacy Group,
within Risk Management and Compliance. The
Enterprise Capital Adequacy Group is responsible for
calculating two fundamental credit measures. First,
we project a statistically probable credit loss, used to
help determine the appropriate loan loss reserve and
to measure customer profitability. Credit loss
considers three basic components: the estimated size
of the exposure whenever default might occur, the
probability of default before maturity and the severity
of the loss we would incur, commonly called “loss
given default.” For institutional lending, where most
of our credit risk is created, unfunded commitments
are assigned a usage given default percentage.
Borrowers/counterparties are assigned ratings by
Credit Portfolio Managers on an 18-grade scale,
which translate to a scaled probability of default.
Additionally, transactions are assigned loss-given-
default ratings (on a 7-grade scale) that reflect the
transactions’ structures including the effects of
guarantees, collateral and relative seniority of
position.

The second fundamental measurement of credit risk
calculated by the Enterprise Capital Adequacy Group
is called economic capital. Our economic capital
model estimates the capital required to support the
overall credit risk portfolio. Using a Monte Carlo
simulation engine and measures of correlation among
borrower defaults, the economic capital model
examines extreme and highly unlikely scenarios of
portfolio credit loss in order to estimate credit-related
capital, and then allocates that capital to individual
borrowers and exposures.

The Enterprise Capital Adequacy Group is
responsible for the calculation methodologies and the
estimates of the inputs used in those methodologies
for the determination of expected loss and economic
capital. These methodologies and input estimates are
regularly evaluated to ensure their appropriateness
and accuracy. As new techniques and data become
available, the Enterprise Capital Adequacy Group
attempts to incorporate, where appropriate, those
techniques or data.

BNY Mellon seeks to limit both on- and off-balance
sheet credit risk through prudent underwriting and the
use of capital only where risk-adjusted returns
warrant. We seek to manage risk and improve our

68 BNY Mellon

portfolio diversification through syndications, asset
sales, credit enhancements and active collateralization
and netting agreements. In addition, we have a
separate Credit Risk Review Group, which is part of
Internal Audit, made up of experienced loan review
officers who perform timely reviews of the loan files
and credit ratings assigned to the loans.

Liquidity risk

Access to global capital markets and financial market
utilities are fundamental to both our operating model
and overall strategy. Without such access, it would be
difficult, if not impossible, to process payments as
well as settle and clear transactions on behalf of
clients. Deterioration in our liquidity position,
whether actual or perceived, can impact our market
access by affecting participants’ willingness to
transact with us. Changes to our liquidity can be
caused by various factors, such as funding
mismatches, market constraints limiting the ability to
liquidate assets, inability to issue debt, run-off of core
deposits and contingent liquidity events, such as
additional collateral posting. Changes in economic
conditions or exposure to credit, market, operational,
legal and reputational risks can also affect our
liquidity. Our liquidity risk management practices are
designed to maintain a strong liquidity profile, by
actively managing both the quality of the investment
portfolio and intraday liquidity positions, and by
having sufficient deposits and other funding to meet
timely payment and settlement obligations under both
normal and stressed conditions.

The board of directors has the responsibility for
oversight of liquidity risk management for the
Company and approves the liquidity risk tolerances.
The Asset Liability Committee (“ALCO”) is the
senior management committee responsible for the
oversight of liquidity management. ALCO is
responsible for appropriately executing board-
approved strategies, policies and procedures for
managing liquidity. Senior management is
responsible for regularly reporting the liquidity
position of the Company to the board of directors.

Risk Management (continued)

The BSRC provides governance over independent
Risk oversight of liquidity risks associated with assets
and liabilities, liquidity risk limits calibration, and the
adequacy of related control procedures. The Treasury
Risk Committee, which is chaired by Independent
Risk Management, is responsible for reviewing
liquidity stress tests and various liquidity metrics,
including contractual cash flow gaps for liquidity,
liquidity stress metrics and ratios, LCR, net stable
funding ratio (“NSFR”) and client deposit
concentration. The Treasury Risk Committee
validates and approves stress test methodologies and
assumptions, and an independent liquidity Risk
function provides ongoing review and oversight of
liquidity risk management.

BNY Mellon seeks to maintain an adequate liquidity
cushion in both normal and stressed environments
and seeks to diversify funding sources by line of
business, customer and market segment.
Additionally, we seek to maintain liquidity ratios
within approved limits and liquidity risk tolerance,
maintain a liquid asset buffer that can be liquidated,
financed and/or pledged as necessary, and control the
levels and sources of wholesale funds.

Potential uses of liquidity include withdrawals of
customer deposits and client drawdowns on unfunded
credit or liquidity facilities. We actively monitor
unfunded lending-related commitments, thereby
reducing unanticipated funding requirements.

When monitoring liquidity, we evaluate multiple
metrics in order to have sufficient liquidity for
expected and unexpected events. Metrics include
cash flow mismatches, asset maturities, debt spreads,
peer ratios, liquid assets, unencumbered collateral,
funding sources and balance sheet liquidity ratios.
We monitor the LCR, as well as various internal
liquidity limits as part of our standard analysis to
monitor depositor and market funding concentration,
liability maturity profile and potential liquidity draws
due to off-balance sheet exposure.

We also perform liquidity stress tests to evaluate
whether the Company maintains sufficient liquidity
resources under multiple stress scenarios, including
stress tests required by rules adopted by the Federal
Reserve under the Dodd-Frank Act. Stress tests are
based on scenarios that measure liquidity risks under
unlikely but plausible conditions. The Company
performs these tests under various time horizons
ranging from one day to one year in a base case, as
well as supplemental tests to determine whether the

Company’s liquidity is sufficient for severe market
events and firm-specific events. Under our scenario
testing program, the results of the tests indicate that
the Company has sufficient liquidity.

Strategic Risk

Our strategy includes expanding our client base,
increasing product offerings and better aligning
certain business activities with market demand.
Successful realization of our strategy requires that we
provide expertise and insight through market-leading
solutions that drive economies of scale while
developing highly talented people and protecting our
financial strength and stability. We understand and
meet market and client expectations with suitable
products and offerings that are financially viable and
leverageable and that integrate into our business
model.

Markets, and the manner in which our clients interact
and transact within markets, can evolve quickly, such
as when new or disruptive technologies are
introduced. Failure to either anticipate or participate
in transformational change within a given market
could result in poor strategic positioning and potential
negative financial impact.

Stress Testing

It is the policy of the Company to perform Enterprise-
wide Stress Testing at regular intervals as part of its
Internal Capital Adequacy Assessment Process
(“ICAAP”). Additionally, the Company performs an
analysis of capital adequacy in a stressed
environment in its Enterprise-Wide Stress Test
Framework, as required by the enhanced prudential
standards issued pursuant to the Dodd-Frank Act.

Enterprise-Wide Stress Testing performs analyses
across the Company’s lines of business, products,
geographic areas, and risk types incorporating the
results from the different underlying models and
projections given a certain stress-test scenario. It is
an important component of assessing the adequacy of
capital as well as identifying any high risk touch
points in business activities. Furthermore, by
integrating enterprise-wide stress testing into the
Company’s capital planning process, the results
provide a forward-looking evaluation of the ability to
complete planned capital actions in a more-adverse-
than-anticipated economic environment.

BNY Mellon 69

Risk Management (continued)

Economic capital required

Global compliance

Our global compliance function provides leadership,
guidance and oversight to help our businesses
identify applicable laws and regulations and
implement effective measures to meet the specific
requirements. Compliance takes a proactive
approach by anticipating evolving regulatory
standards and remaining aware of industry best
practices, legislative initiatives, competitive issues,
and public expectations and perceptions. The
function uses its global reach to disseminate
information about compliance-related matters
throughout BNY Mellon. The Chief Compliance and
Ethics Officer reports to the Chief Risk Officer, is a
member of key committees of BNY Mellon and
provides regular updates to the Risk Committee of the
board of directors.

Internal audit

Internal Audit is an independent, objective assurance
function that reports directly to the Audit Committee
of the Company’s Board of Directors. It assists the
Company in accomplishing its objectives by bringing
a systematic, disciplined, risk-based approach to
evaluate and improve the effectiveness of the
Company’s risk management, control and governance
processes. The scope of Internal Audit’s work
includes the review and evaluation of the adequacy,
effectiveness and sustainability of risk management
procedures, internal control systems, information
systems and governance processes.

BNY Mellon has implemented a methodology to
quantify economic capital. We define economic
capital as the amount of capital required to absorb
potential losses and reflects the probability of
remaining solvent with a target debt rating over a
one-year time horizon. We quantify economic capital
requirements for the risks inherent in our business
activities using statistical modeling techniques and
then aggregate them at the consolidated level. A
capital reduction, or diversification benefit, is applied
to reflect the unlikely event of experiencing an
extremely large loss in each type of risk at the same
time. Economic capital requirements are directly
related to our risk profile. As such, they have become
a part of our ICAAP and, along with regulatory
capital, are a key component to ensuring that the
actual level of capital is commensurate with our risk
profile and sufficient to provide the financial
flexibility to undertake future strategic business
initiatives.

The framework and methodologies to quantify each
of our risk types have been developed by the
Enterprise Capital Adequacy Group and are designed
to be consistent with our risk management principles.
The framework has been approved by senior
management and has been reviewed by the Risk
Committee of the board of directors. Due to the
evolving nature of quantification techniques, we
expect to continue to refine the methodologies used to
estimate our economic capital requirements.

The following table presents our economic capital
required at Dec. 31, 2017, on a consolidated basis.

Economic capital required at Dec. 31, 2017
(in millions)
Credit
Market
Operational
Other (a)

Economic capital required - consolidated
CET1
Capital cushion

(a) Includes interest rate risk, reputational risk and

diversification benefit.

$
$
$

4,387
4,090
4,867
695
14,039
18,593
4,554

70 BNY Mellon

Supervision and Regulation

Evolving Regulatory Environment

BNY Mellon engages in banking, investment
advisory and other financial activities in the U.S. and
34 other countries, and is subject to extensive
regulation in the jurisdictions in which it operates.
Global supervisory authorities generally are charged
with ensuring the safety and soundness of financial
institutions, protecting the interests of customers,
including depositors in banking entities and investors
in mutual funds and other pooled vehicles,
safeguarding the integrity of securities and other
financial markets and promoting systemic resiliency
and financial stability in the relevant country. They
are not, however, generally charged with protecting
the interests of our shareholders or non-deposit
creditors. This discussion outlines the material
elements of selected laws and regulations applicable
to us. The impact of certain other laws and
regulations, such as tax law, is discussed elsewhere in
the Annual Report. Changes in these standards, or in
their application, cannot be predicted, but may have a
material effect on our businesses and results of
operations.

The financial services industry has been the subject of
enhanced regulatory oversight in the past decade
globally, and this trend may continue in the future.
Our businesses have been subject to a significant
number of global reform measures. In particular, the
Basel Committee’s December 2010 final capital
framework for strengthening international capital
standards (“Basel III”), the Dodd-Frank Act and
implementing regulations have significantly
restructured the financial regulatory regime in the
United States and enhanced supervision and
prudential standards for large BHCs like BNY
Mellon. The implications of Basel III and the Dodd-
Frank Act for our businesses depend to a large extent
on the manner in which implementing regulations
continue to be established and interpreted by the
primary U.S. financial regulatory agencies - the
Federal Reserve, the FDIC, the Office of the
Comptroller of the Currency (“OCC”), the SEC and
the Commodity Futures Trading Commission
(“CFTC”). The implications are also dependent on
continuing changes in market practices and structures
in response to the requirements of Basel III, the
Dodd-Frank Act and financial reforms in other
jurisdictions. Certain aspects of Basel III and the
Dodd-Frank Act remain subject to further
rulemaking, take effect over various transition
periods, or contain other elements that make it

difficult to precisely anticipate their full impact. In
addition, other national and global non-U.S. reform
measures adopted or under consideration by various
policy makers that are being considered may
materially adversely impact us.

Political developments may result in legislative and
regulatory changes to key aspects of the Dodd-Frank
Act, its implementing regulations, and related laws.
In addition, the UK referendum vote to leave the
European Union and the implementation of that
decision have resulted in uncertainty as to the
implementation, scope and timing of regulatory
reforms affecting our UK and EU operations and
contingency planning for our EU operating model.

Enhanced Prudential Standards and Large Exposures

Sections 165 and 166 of the Dodd-Frank Act direct
the Federal Reserve to enact heightened prudential
standards and early remediation requirements
applicable to BHCs with total consolidated assets of
$50 billion or more, such as BNY Mellon, and certain
designated nonbank financial companies (generally
referred to as “SIFIs”). The Dodd-Frank Act
mandates that the requirements applicable to SIFIs be
more stringent than those applicable to other financial
companies.

The Federal Reserve has adopted rules (“Final SIFI
Rules”) to implement liquidity requirements, stress
testing of capital and overall risk management
requirements.

BNY Mellon must comply with enhanced liquidity
and overall risk management standards, which
include maintenance of a buffer of highly liquid
assets based on projected funding needs for 30 days.
The liquidity buffer is in addition to the U.S. banking
agencies’ rules regarding the LCR, discussed below,
and is described by the Federal Reserve as being
“complementary” to those liquidity standards.

The Final SIFI Rules do not address single-
counterparty credit limits or early remediation
provisions. On March 4, 2016, the Federal Reserve
issued its re-proposal to limit credit exposures to
single counterparties. With respect to BNY Mellon,
which is a “major covered company” as defined in
the re-proposal, the re-proposal prohibits having
aggregate net credit exposure in excess of 15% of its
Tier 1 capital to a “major counterparty,” and 25% of
its Tier 1 capital to any other counterparty. The

BNY Mellon 71

Supervision and Regulation (continued)

Federal Reserve’s re-proposal requires securities
finance transaction (“SFT”) exposures to be
calculated using the “collateral haircut approach” in
the Standardized Approach, described below.

The Basel Committee has also developed a
framework for large exposures, which is scheduled to
become effective on Jan. 1, 2019. It will become
binding on U.S. banking organizations only to the
extent that the U.S. banking agencies implement the
framework, including through the Federal Reserve’s
adoption of final single counterparty credit limits.

Capital Planning and Stress Testing

Payment of Dividends, Stock Repurchases and Other
Capital Distributions

The Parent is a legal entity separate and distinct from
its banks and other subsidiaries. Therefore, the
Parent primarily relies on dividends, interest,
distributions, and other payments from its
subsidiaries, including extensions of credit from the
IHC, to meet its obligations, including its obligations
with respect to its securities, and to provide funds for
share repurchases and payment of common and
preferred dividends to its stockholders, to the extent
declared by the board of directors. Various federal
and state laws and regulations limit the amount of
dividends that may be paid to the Parent by our bank
subsidiaries without regulatory consent. If, in the
opinion of the applicable federal regulatory agency, a
depository institution under its jurisdiction is engaged
in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition
of the bank, could include the payment of dividends),
the regulator may require, after notice and hearing,
that the bank cease and desist from such practice.
The OCC, the Federal Reserve and the FDIC have
indicated that the payment of dividends would
constitute an unsafe and unsound practice if the
payment would reduce a depository institution’s
capital to an inadequate level. Moreover, under the
Federal Deposit Insurance Act, as amended (the “FDI
Act”), an insured depository institution may not pay
any dividends if the institution is undercapitalized or
if the payment of the dividend would cause the
institution to become undercapitalized. In addition,
the federal bank regulatory agencies have issued
policy statements which provide that FDIC-insured
depository institutions and their holding companies
should generally pay dividends only out of their
current operating earnings.

72 BNY Mellon

In general, the amount of dividends that may be paid
by our U.S. banking subsidiaries, including to the
Parent, is limited to the lesser of the amounts
calculated under a “recent earnings” test and an
“undivided profits” test. Under the recent earnings
test, a dividend may not be paid if the total of all
dividends declared and paid by the entity in any
calendar year exceeds the current year’s net income
combined with the retained net income of the two
preceding years, unless the entity obtains prior
regulatory approval. Under the undivided profits test,
a dividend may not be paid in excess of the entity’s
“undivided profits” (generally, accumulated net
profits that have not been paid out as dividends or
transferred to surplus). The ability of our bank
subsidiaries to pay dividends to the Parent may also
be affected by the capital adequacy standards
applicable to those subsidiaries, which include
minimum requirements and buffers.

BNY Mellon’s capital distributions are subject to
Federal Reserve oversight. The major component of
that oversight is the Federal Reserve’s CCAR,
implementing its capital plan rule. That rule requires
BHCs having $50 billion or more in total
consolidated assets (including BNY Mellon) to
submit annual capital plans to their respective Federal
Reserve Bank. We are also required to collect and
report certain related data on a quarterly basis to
allow the Federal Reserve to monitor progress against
the annual capital plans. Generally, BNY Mellon and
other affected BHCs may pay dividends, repurchase
stock and make other capital distributions only in
accordance with a capital plan that has been reviewed
by the Federal Reserve and as to which the Federal
Reserve has not objected. The Federal Reserve may
object to our capital plan for quantitative or
qualitative reasons, including if the plan does not
show that the covered BHC will meet, for each
quarter throughout the nine-quarter planning horizon
covered by the capital plan, all minimum regulatory
capital ratios under applicable capital rules as in

Supervision and Regulation (continued)

effect for that quarter on a pro forma basis under the
base case and stressed scenarios (including a severely
adverse scenario provided by the Federal Reserve).
The capital plan rule also stipulates that we may not
make a capital distribution unless after giving effect
to the distribution it will meet all minimum regulatory
capital ratios.

The purpose of CCAR is to ensure that these BHCs
have robust, forward-looking capital planning
processes that account for their unique risks and that
permit continued operations during times of
economic and financial stress. The 2018 CCAR
instructions, consistent with prior Federal Reserve
guidance, provide that capital plans contemplating
dividend payout ratios exceeding 30% of projected
after-tax net income will receive particularly close
scrutiny. BNY Mellon’s common stock dividend
payout ratio was 23% for 2017. See “Capital” for
information about our 2017 capital plan.

Regulatory Stress-Testing Requirements

In addition to the CCAR stress testing requirements,
Federal Reserve regulations also include
complementary Dodd-Frank Act Stress Tests
(“DFAST”). The CCAR and DFAST requirements
substantially overlap, and the Federal Reserve
implements them at the BHC level on a coordinated
basis. Under these DFAST regulations, we are
required to undergo regulatory stress tests conducted
by the Federal Reserve annually, and to conduct our
own internal stress tests pursuant to regulatory
requirements twice annually. In addition, The Bank
of New York Mellon is required to conduct its own
annual internal stress test (although the bank is
permitted to combine certain reporting and disclosure
of its stress test results with the results of BNY
Mellon). These requirements involve testing of
capital under various scenarios, including baseline,
adverse and severely adverse scenarios provided by
the appropriate banking regulator. Results from our
annual company-run stress tests are reported to the
appropriate regulators and published. The Federal
Reserve published the results of its most recent
annual 2017 DFAST stress-test on June 22, 2017. We
published the results of our most recent company-run
annual stress test on June 22, 2017, and the results of
our company-run mid-year stress test on Oct. 23,
2017.

Capital Requirements - Generally

As a BHC, we are subject to U.S. capital rules,
administered by the Federal Reserve. Our bank
subsidiaries are subject to similar capital
requirements administered by the Federal Reserve in
the case of The Bank of New York Mellon and by the
OCC in the case of our national bank subsidiaries,
BNY Mellon, N.A. and The Bank of New York
Mellon Trust Company, National Association. These
requirements are intended to ensure that banking
organizations have adequate capital given the risk
levels of their assets and off-balance sheet exposures.

Notwithstanding the detailed U.S. capital rules, the
federal banking agencies retain significant discretion
to set higher capital requirements for categories of
BHCs or banks or for an individual BHC or bank as
situations warrant. The U.S. capital rules allow a
graduated implementation schedule and will be
substantially phased-in by 2019. BNY Mellon
became subject to the SLR on Jan. 1, 2018.

U.S. Capital Rules - Minimum Risk-Based Capital
Ratios and Capital Buffers

Consistent with the terms of the Basel III framework
and the Dodd-Frank Act, the U.S. capital rules require
Advanced Approaches banking organizations, such as
BNY Mellon, to satisfy minimum risk-based capital
ratios using both the U.S. capital rules’ standardized
approach risk-weightings framework (the
“Standardized Approach”) and the advanced
approaches risk-weighting framework (the
“Advanced Approaches”). These requirements are
detailed above under “Results of Operations -
Capital.” In addition, these minimum ratios will be
supplemented by a capital conservation buffer
required threshold that began being phased in on Jan.
1, 2016, in increments of 0.625% per year until it
reaches 2.5% on Jan. 1, 2019. The capital
conservation buffer can only be satisfied with CET1
capital.

When systemic vulnerabilities are meaningfully
above normal, the capital conservation buffer may be
expanded up to an additional 2.5% through the
imposition of a countercyclical capital buffer. For
internationally active banks such as BNY Mellon, the
countercyclical capital buffer required threshold is a
weighted average of the countercyclical capital
buffers deployed in each of the jurisdictions in which
the bank has private sector credit exposures. The

BNY Mellon 73

Supervision and Regulation (continued)

Federal Reserve, in consultation with the OCC and
FDIC, has affirmed the current countercyclical capital
buffer level for U.S. exposures of 0% and noted that
any future modifications to the buffer would
generally be subject to a 12-month phase-in period.
Any countercyclical capital buffer required threshold
arising from exposures outside the United States will
also generally be subject to a 12-month phase-in
period.

The U.S. capital rules’ buffers are also
supplemented by a risk-based capital surcharge on
G-SIBs (the “Final U.S. G-SIB Rule”). The final
rule requires G-SIBs to calculate their surcharges
under two methods (referred to as “method 1” and
“method 2”) and use the higher of the two
surcharges. The first method is based on the Basel
Committee’s framework and considers a G-SIB’s
size, interconnectedness, cross-jurisdictional
activity, substitutability and complexity. The
second method uses similar inputs, but is
calibrated to result in significantly higher
surcharges and replaces substitutability with a
measure of reliance on short-term wholesale
funding. The Final U.S. G-SIB Rule does not add
the G-SIB surcharge to post-stress minimum risk-
based capital ratios for purposes of DFAST or
CCAR. Consistent with the phase-in of the capital
conservation buffer, the G-SIB capital surcharge
began to be phased-in beginning on Jan. 1, 2016
and will become fully effective on Jan. 1, 2019.
For 2018, the G-SIB surcharge applicable to BNY
Mellon will be 1.5% on a fully phased-in basis,
subject to applicable phase-ins.

U.S. Capital Rules - Deductions from and
Adjustments to Capital Elements

The U.S. capital rules provide for a number of
deductions from and adjustments to CET1 capital.
These include, for example, providing that unrealized
gains and losses on all available-for-sale debt
securities may not be filtered out for regulatory
capital purposes, and the requirement that mortgage
servicing rights, deferred tax assets dependent upon
future taxable income and significant investments in
non-consolidated financial entities be deducted from
CET1 to the extent that any one such category
exceeds 10% of CET1 or all such categories in the
aggregate exceed 15% of CET1.

74 BNY Mellon

U.S. Capital Rules - Advanced Approaches Risk-
Based Capital Rules

Under the U.S. capital rules’ Advanced Approaches
framework, credit risk risk-weightings are generally
based on risk-sensitive approaches that largely rely on
the use of internal credit models and parameters,
whereas under the Standardized Approach credit risk
risk-weightings are generally based on supervisory
risk-weightings which vary primarily by counterparty
type and asset class. BNY Mellon is required to
comply with Advanced Approaches reporting and
public disclosures. Under the U.S. capital rules, this
means, among other things, for purposes of
determining whether we meet minimum risk-based
capital requirements, our CET1 ratio, Tier 1 capital
ratio, and total capital ratio is the lower of that
calculated under the Standardized Approach and
under the Advanced Approaches framework.

U.S. Capital Rules - Generally Applicable Risk-Based
Capital Rules: Standardized Approach

The agencies’ generally applicable risk-based capital
rules (i.e., the Standardized Approach) calculate risk-
weighted assets in the denominator of capital ratios
using a broad array of risk weighting categories that
are intended to be risk sensitive. The risk-weights for
the Standardized Approach generally range from 0%
to 1,250%. Higher risk-weights under the
Standardized Approach apply to a variety of
exposures, including certain securitization exposures,
equity exposures, claims on securities firms and
exposures to counterparties on OTC derivatives.

Concerning securities finance transactions, including
transactions in which we serve as agent and provide
securities replacement indemnification to a securities
lender, the U.S. capital rules do not permit a banking
organization to use a simple VaR approach to
calculate exposure amounts for repo-style
transactions or to use internal models to calculate the
exposure amount for the counterparty credit exposure
for repo-style transactions under the Standardized
Approach (although these methodologies are allowed
in the Advanced Approaches). Under the
Standardized Approach, a banking organization may
use a collateral haircut approach to recognize the
credit risk mitigation benefits of financial collateral
that secures a repo-style transaction, including an
agented securities lending transaction, among other
transactions. To apply the collateral haircut approach,
a banking organization must determine the exposure

Supervision and Regulation (continued)

amount and the relevant risk weight for the
counterparty and collateral posted.

Leverage Ratios

The U.S. capital rules require a minimum 4%
leverage ratio for all banking organizations and a new
3% Basel III-based SLR for Advanced Approaches
banking organizations, including BNY Mellon, which
became effective Jan. 1, 2018. Unlike the Tier 1
leverage ratio, the SLR includes certain off-balance
sheet exposures in the denominator, including the
potential future credit exposure of derivative
contracts and 10% of the notional amount of
unconditionally cancelable commitments.

The U.S. G-SIBs (including BNY Mellon) and their
insured depository institution subsidiaries are subject
to an enhanced SLR, which requires us to maintain an
SLR of greater than 5% (composed of the current
minimum requirement of 3% plus a greater than 2%
buffer) and requires bank subsidiaries of those BHCs
to maintain at least a 6% SLR in order to qualify as
“well capitalized” under the prompt corrective action
regulations discussed below. The final enhanced SLR
rule for U.S. G-SIBs, like the SLR more generally
applicable to all Advanced Approaches banking
organizations, became effective on Jan. 1, 2018. At
Dec. 31, 2017, our SLR was 6.1% and the SLR for
our primary banking subsidiary, The Bank of New
York Mellon, was 6.9%.

BCBS Revisions to Components of Basel III

On Dec. 7, 2017 the BCBS released revisions to
Basel III intended to reduce variability of RWA and
improve the comparability of banks’ risk-based
capital ratios. Among other measures, the final
revisions: (1) establish a revised Standardized
Approach for credit risk that enhances the
Standardized Approach’s granularity and risk
sensitivity, including using a more risk sensitive
exposure measurement method for securities
financing transactions; (2) adjust the internal ratings-
based approaches for credit risk by removing the use
of the advanced internal ratings-based approach for
certain asset classes and establishing input floors for
the calculation of RWA; (3) replace the advanced
measurement approach for operational risk with a
revised Standardized Approach for operational risk
based on measures of a bank’s income and historical
losses; (4) revise the leverage ratio exposure measure,
establish a “leverage ratio buffer” for G-SIBs, set at

50% of a G-SIB’s risk-based capital surcharge, and
allow national discretion to exclude central bank
placements in limited circumstances; and (5)
introduce a new 72.5% output floor based on the
Standardized Approach. The revised standards are
effective Jan. 1, 2022, with the output floor phasing
in from 2022 to 2027.

Further, the BCBS announced that it would extend
the market risk capital requirements implementation
date from Jan. 1, 2019, to Jan. 1, 2022, to align with
the other BCBS revisions and to give the BCBS an
opportunity to review the market risk framework
further. There is continuing uncertainty regarding
whether and how the U.S. regulators will implement
these standards.

Total Loss-Absorbing Capacity

On Dec. 15, 2016, the Federal Reserve issued a final
rule (the “TLAC Rule”) establishing external total
loss-absorbing capacity (“TLAC”) and related
requirements for U.S. G-SIBs, including BNY
Mellon, at the top-tier holding company level. The
TLAC Rule will be effective on Jan. 1, 2019.

Under the TLAC Rule, U.S. G-SIBs will be required
to maintain a minimum eligible external TLAC equal
to the greater of (a) 18% of RWAs plus a buffer (to be
met using only CET1) equal to the sum of 2.5% of
RWAs, the G-SIB surcharge calculated under method
1 and any applicable countercyclical buffer; and (b)
7.5% of their total leverage exposure (the
denominator of the SLR) plus a buffer (to be met
using only Tier 1 Capital) equal to 2% composed
solely of Tier 1 capital.

U.S. G-SIBs also will be required to maintain
minimum external eligible long-term debt (“LTD”)
equal to the greater of (a) 6% of RWAs plus the G-
SIB surcharge (calculated using the greater of method
1 and method 2), and (b) 4.5% of total leverage
exposure. In order to be deemed eligible LTD, debt
instruments must, among other requirements, be
unsecured, not be structured notes, be governed by
U.S. law, and have a maturity of more than one year
from the date of issuance. In addition, the TLAC Rule
requires that LTD issued on or after Dec. 31, 2016 (i)
not have acceleration rights, other than in the event of
non-payment or the bankruptcy or insolvency of the
issuer and (ii) be governed by U.S. law. However,
debt issued by a U.S. G-SIB prior to Dec. 31, 2016 is
permanently grandfathered to the extent these

BNY Mellon 75

Supervision and Regulation (continued)

securities would be ineligible only due to containing
impermissible acceleration rights or being governed
by foreign law.

Further, the top-tier holding companies of U.S. G-
SIBs are not permitted to issue certain guarantees of
subsidiary liabilities, incur liabilities guaranteed by
subsidiaries, issue short-term debt to third parties, or
enter into derivatives and certain other financial
contracts with external counterparties. Certain
liabilities are capped at 5% of the value of the U.S.
G-SIB’s eligible external TLAC instruments. The
Federal Reserve considered requiring internal TLAC
at domestic subsidiaries of U.S. G-SIBs, but has not
proposed rules regarding these instruments. Foreign
jurisdictions may impose internal TLAC requirements
on the foreign subsidiaries of U.S. G-SIBs.

Prompt Corrective Action

The FDI Act, as amended by the Federal Deposit
Insurance Corporation Improvement Act of 1991
(“FDICIA”), requires the federal banking agencies to
take “prompt corrective action” in respect of
depository institutions that do not meet specified
capital requirements. FDICIA establishes five capital
categories for FDIC-insured banks: “well
capitalized,” “adequately capitalized,”
“undercapitalized,” “significantly undercapitalized,”
and “critically undercapitalized.” The FDI Act
imposes progressively more restrictive constraints on
operations, management and capital distributions the
less capital the institution holds. While these
regulations apply only to banks, such as The Bank of
New York Mellon and BNY Mellon, N.A., the
Federal Reserve is authorized to take appropriate
action against the parent bank holding company, such
as the Parent, based on the under-capitalized status of
any banking subsidiary. In certain circumstances, the
Parent would be required to guarantee the
performance of the capital restoration plan if one of
our banking subsidiaries were undercapitalized.

The U.S. capital rules also maintain “well
capitalized” thresholds for insured depository
institutions under the federal banking agencies’
prompt corrective action framework. Under the U.S.
capital rules, an insured depository institution is
deemed to be “well capitalized” if it has capital ratios
as detailed above under “Results of Operations -
Capital.”

76 BNY Mellon

Effective Jan. 1, 2018, the U.S. capital rules also
require an Advanced Approaches banking
organization to maintain an SLR of at least 3% to
qualify for the “adequately capitalized” status. In
addition, as noted above, the U.S. federal banking
agencies’ revisions to the enhanced SLR establish a
SLR “well capitalized” threshold of 6% for covered
insured depository institutions, including The Bank of
New York Mellon and BNY Mellon N.A.

Liquidity Standards - Basel III and U.S. Rules and
Proposals

BNY Mellon is subject to the Final LCR Rule which
is designed to ensure that BNY Mellon and its
domestic bank subsidiaries maintain an adequate
level of unencumbered HQLA equal to their
expected net cash outflow for a 30-day time horizon
under an acute liquidity stress scenario. As of Dec.
31, 2017, both the Parent and its domestic bank
subsidiaries were in compliance with applicable
LCR requirements.

The Basel Committee issued the final NSFR
document in October 2014 which contemplates an
additional liquidity measure, referred to as NSFR,
which is designed to promote more medium- and
long-term funding of the assets and activities of
banking entities over a one-year time horizon.

In April 2016 and May 2016, the FDIC and the
Federal Reserve, respectively, proposed an NSFR rule
that would implement a quantitative long-term
liquidity requirement applicable to large and
internationally active banking organizations,
including BNY Mellon. The proposed NSFR rule
would implement a test similar to the Basel III
framework’s test for medium- and long-term funding
of the assets and activities of banking entities over a
one-year time horizon. Under the proposed rule,
BNY Mellon’s NSFR would be expressed as a ratio
of its available stable funding to its required stable
funding amount, and BNY Mellon would be required
to maintain an NSFR of 1.0. BNY Mellon continues
to evaluate the potential effects of this proposal on its
operations. The proposed NSFR rule would have
been effective Jan. 1, 2018 had it been finalized as
proposed; however, final rules have not been issued.

Separately, as noted above, the Final SIFI Rules
address liquidity requirements for BHCs with $50
billion or more in total assets, including BNY Mellon.
These enhanced liquidity requirements include an

Supervision and Regulation (continued)

independent review of liquidity risk management;
establishment of cash flow projections; a contingency
funding plan, and liquidity risk limits; liquidity stress
testing under multiple stress scenarios and time
horizons tailored to the specific products and profile
of the company; and maintenance of a liquidity buffer
of unencumbered highly liquid assets sufficient to
meet projected net cash outflows over 30 days under
a range of stress scenarios.

Volcker Rule

The Dodd-Frank Act imposed broad prohibitions and
restrictions on proprietary trading and investments in
or sponsorship of hedge funds and private equity
funds by banking organizations and their affiliates,
commonly referred to as the “Volcker Rule.”

The Volcker Rule, subject to certain exceptions,
prohibits “banking entities,” including BNY Mellon,
from engaging in proprietary trading and limits our
sponsorship of, and investments in, private equity and
hedge funds (“covered funds”), including our ability
to own or provide seed capital to covered funds and
the ability for a covered fund to share the same or
similar name with a BNY Mellon affiliate. In
addition, the Volcker Rule restricts us from engaging
in certain transactions with covered funds (including,
without limitation, certain U.S. funds for which BNY
Mellon acts as both sponsor/manager and custodian).

The restrictions concerning proprietary trading do not
contain a broad exemption for asset-liability
management functions, but contain more limited
exceptions for, among other things, bona fide
liquidity risk management and risk-mitigating
hedging activities, as well as certain classes of
exempted instruments, including government
securities. Ownership interests in covered funds that
banking organizations organize and offer are
generally limited to 3% of the total number or value
of the outstanding ownership interests of any
individual fund at any time more than one year after
the date of its establishment, and with respect to the
aggregate value of all such ownership interests in
covered funds (when combined with ownership
interests in covered funds held under the Volcker
Rule’s ABS issuer exemption and underwriting and
market-making exemption), 3% of the banking
organization’s Tier 1 capital. Moreover, a banking
entity relying on the Volcker Rule’s exemption for
sponsoring covered funds must deduct from its Tier 1

capital the value of related ownership interests,
calculated in accordance with the final rule.

The final Volcker Rule regulations also require us to
develop and maintain an extensive compliance
program, subject to CEO attestation, addressing
proprietary trading and covered fund activities.

Derivatives

U.S., EU and APAC regulators are in the process of
implementing comprehensive rules governing the
supervision, structure, trading and regulation of
cleared and over-the-counter derivatives markets and
participants. The Dodd-Frank Act, the European
regulation on OTC derivatives (European Market
Infrastructure Regulation, or “EMIR”), central
counterparties and trade repositories, and APAC
regulations each require or impose, or are in the
process of formulating, a large number of
requirements in this area, not all of which are final.
However, increasingly, these regulatory regimes,
individually and collectively, tend to affect the way
various BNY Mellon subsidiaries operate, including
where and with whom they transact, and therefore
any such changes may impact business models and
profitability of certain BNY Mellon subsidiaries.

The U.S. prudential regulators have adopted joint
final rules establishing minimum margin
requirements for the uncleared swap transactions
engaged in by those dealers subject to their
jurisdiction (each, a “Covered Swap Entity”) with
compliance requirements which began to apply in
September 2016. From that point forward, variation
margin requirements were phased in over a six-month
period while initial margin requirements are being
phased in over a four-year period. In each instance,
the higher a Covered Swap Entity’s derivatives
exposure, the earlier in the phase-in period it will be
required to comply. In addition, the new rules require
the initial margin posted to or by a Covered Swap
Entity be segregated at a third-party custodian. BNY
Mellon has been complying with substantial, new
variation margin requirements since March 1, 2017,
and expects to begin complying with the initial
margin requirements in September 2019.

Money Market Fund Reforms

SEC rules (the “MMF Rules”) require institutional
prime money market funds (including institutional
municipal money market funds) (“MMFs”) to
maintain a floating NAV based on the current market

BNY Mellon 77

Supervision and Regulation (continued)

value of the securities in their portfolios rounded to
the fourth decimal place. Previously, such funds
could maintain a stable NAV of $1.00. Government
MMFs and retail MMFs are exempt from these
requirements and may continue to maintain a stable
NAV, provided each type of fund continues to satisfy
certain definitional requirements under the new rule.

The MMF Rules also provide new tools to MMFs’
boards of directors to address high net redemption
activity during periods of market stress. In
particular, the MMF Rules allow a MMF’s board of
directors to impose liquidity fees or temporarily
suspend redemptions if a MMF’s level of weekly
liquid assets falls below certain thresholds.
Government MMFs are not required to adopt the
liquidity fees and redemption gates provision, but
they may opt to do so.

Beyond these primary reforms, the MMF Rules also
expand disclosure requirements, tighten
diversification requirements and impose additional
stress testing requirements. The MMF Rules also
introduce a new Form N-CR, which requires MMFs
to disclose certain events and related matters (for
example, the imposition or removal of fees or gates,
the primary consideration or factors taken into
account by a board of directors in its decision related
to fees and gates, and portfolio security defaults).

The European Union’s Money Market Funds
Regulation (“MMFR”) was finalized in December
2016, and is expected to apply beginning in July 2018
for new MMFs and January 2019 for existing MMFs.
MMFR is a significant change for the money market
fund sector in the EU. In particular, constant net asset
value (“CNAV”) MMFs as they currently exist will
need to convert into variable net asset value
(“VNAV”) MMFs, low volatility net asset value
(“LVNAV”) MMFs or public debt CNAV MMFs.
Other significant restrictions would apply, such as the
need for MMFs to apply liquidity fees and
redemption gates, to diversify asset portfolios,
extensive valuation and reporting requirements and
prohibitions on external support.

SEC Rules on Mutual Funds

On Oct. 13, 2016, the SEC adopted regulations that
impose new requirements on mutual funds, exchange-
traded funds and other registered investment
companies. The new rules will require mutual funds
(other than money market funds) to provide portfolio-

78 BNY Mellon

wide and position-level holdings data to the SEC on a
monthly basis. This data would include the pricing of
portfolio securities, information regarding repurchase
and securities lending activities, and the terms of
derivatives contracts. Information contained in
reports for the last month of each fund’s fiscal quarter
would be made available to the public within 60 days
of the end of the relevant quarter.

The new rules also impose liquidity risk management
requirements that are intended to reduce the risk that
funds will not be able to meet shareholder
redemptions and to minimize the impact of
redemptions on remaining shareholders. Each fund
will be required to establish a liquidity risk
management program; classify the investments in its
portfolio into one of four liquidity categories;
maintain a highly liquid investment minimum; and
limit illiquid investments to 15% of net assets. The
rules also permit funds to use swing pricing in certain
circumstances although the SEC has delayed the
effective date of these swing pricing provisions. The
compliance dates for the reporting requirements
depend on the applicable reporting form. Most funds
will be required to comply with the liquidity risk
management requirements by Dec. 1, 2018. BNY
Mellon is evaluating the cost of compliance and the
impact of the new regulations on its activities.

Recovery and Resolution

As required by the Dodd-Frank Act, the Federal
Reserve and FDIC have jointly issued a final rule
requiring certain organizations, including each BHC
with consolidated assets of $50 billion or more, such
as BNY Mellon, to submit periodically to the Federal
Reserve and the FDIC a plan - referred to as the
165(d) resolution plan - for its rapid and orderly
resolution in the event of material financial distress or
failure. In addition, the FDIC has issued a final rule
that requires insured depository institutions with $50
billion or more in total assets, such as The Bank of
New York Mellon, to submit periodically to the FDIC
a plan for resolution in the event of the institution’s
failure.

In April 2016, the FDIC and the Federal Reserve
jointly determined that BNY Mellon’s 2015 165(d)
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 Act, and issued a joint notice of
deficiencies and shortcomings regarding our plan and

Supervision and Regulation (continued)

the actions that must be taken to address them, which
we responded to in an Oct. 1, 2016 submission.

In December 2016, the agencies jointly determined
that our Oct. 1, 2016 submission adequately remedied
the identified deficiencies, and in December 2017,
based on their review of our 2017 resolution plan, the
agencies jointly determined that our 2017 plan
satisfactorily addressed the shortcomings identified in
the prior plan. The agencies found no deficiencies or
shortcomings in BNY Mellon’s 2017 plan. A public
portion of our resolution plans and our October 2016
submission are available on the Federal Reserve’s and
FDIC’s websites.

If the Federal Reserve and FDIC jointly determine
that our future submissions are not credible and the
covered BHC fails to address the deficiencies in a
timely manner, the FDIC and the Federal Reserve
may jointly impose more stringent capital, leverage or
liquidity requirements or restrictions on our growth,
activities or operations. If we continue to fail to
adequately remedy any deficiencies, we could be
required to divest assets or operations that the
regulators determine necessary to facilitate our
orderly resolution.

In connection with our single point of entry resolution
strategy, we have established 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. The support
agreement required the Parent to transfer its
intercompany loans and most of its cash to the IHC,
and requires the Parent to continue to transfer cash
and other liquid financial assets to the IHC.

BNY Mellon and the other U.S. G-SIBs are subject to
heightened supervisory expectations for recovery and
resolution preparedness under Federal Reserve rules
and guidance. These expectations relate to
capabilities critical to operational resilience and
contingency planning, including: effective processes
for managing, identifying and valuing collateral; a
comprehensive understanding of obligations and
exposures associated with payment, clearing and
settlement activities; the ability to analyze liquidity
and funding sources, uses and risks; demonstrated
management information systems capabilities on a
legal entity basis; and robust arrangements for the
continued provision of shared and outsourced

services. The Federal Reserve incorporates reviews
of these key capabilities as part of its ongoing
supervision of BNY Mellon. The European Union
Bank Recovery and Resolution Directive (“BRRD”)
applies to various subsidiaries and branches of BNY
Mellon.

BRRD provides for recovery and resolution planning
and a set of harmonized powers to resolve or
implement recovery of relevant institutions, including
branches of non-European Economic Area (“EEA”)
banks operating within the EEA. BRRD includes the
preparation of recovery and resolution plans, giving
relevant EEA regulators powers to impose
requirements on an institution before resolution
actions become necessary; a set of resolution tools
and powers to facilitate the resolution of failing
entities, such as the power to “bail-in” the debt of an
institution (including certain deposit obligations); and
the power to require a firm to change its structure to
remove impediments to resolvability. Certain BRRD
requirements are currently subject to review,
including the applicable moratoria provisions, as
described below under “EU Banking Reform
Package.”

BRRD includes a minimum requirement for own
funds, defined as regulatory capital, and eligible
liabilities (“MREL”) to ensure that institutions
maintain enough capital capable of being written
down and/or bailed-in. MREL will be set on a case-
by-case basis for each institution subject to BRRD.
MREL is the EU equivalent of TLAC, and is
generally aligned with the FSB’s TLAC proposals. In
contrast with TLAC, MREL will apply to all
institutions subject to BRRD (not only G-SIBs).

In addition, BRRD requires EU-domiciled credit
institutions, and certain other firms, to prepare
recovery plans or group recovery plans. Under
BRRD, resolution authorities (rather than the
institutions themselves) are responsible for drawing
up resolution plans. We submitted recovery plans in
respect of the following EMEA entities during 2017:
The Bank of New York Mellon SA/NV and BNY
Mellon Capital Markets EMEA Limited. We
submitted a group recovery plan for Pershing
Holdings (UK) Limited during 2017. We will submit
updated recovery plans and group recovery plans
during 2018 as required under applicable time frames.

The FSB also focused on cross-border resolution and
measures to promote resolvability with the

BNY Mellon 79

Supervision and Regulation (continued)

publication of principles and guidance relating to
internal TLAC and the continued access to financial
markets for firms in resolution in 2017, as well as the
initiation of consultations relating to bail-in execution
and funding strategies for resolution plans.

Final Rule on Qualified Financial Contracts

On Sept. 1, 2017, the Federal Reserve adopted a final
rule to require U.S. G-SIBs and the U.S. operations of
foreign G-SIBs to amend their covered qualified
financial contracts (“QFCs”). The FDIC adopted a
substantially equivalent rule on Oct. 30, 2017 and the
OCC did so on Nov. 29, 2017. QFCs generally
include derivatives, repurchase agreements and
securities lending arrangements, among others. The
final rule includes two key requirements. First, the
final rule generally requires that QFCs of G-SIBs
explicitly provide that any resolution stays applicable
to the exercise of default rights with respect to such
QFCs and that any resolution transfers under U.S.
special resolution regimes apply to such covered
QFCs. Second, the final rule requires that QFCs of
G-SIBs be amended to neither permit the exercise of
default or cross-default rights against entities covered
by the final rule based on the resolution or
bankruptcy of an affiliate of such entities, nor allow
for any transfer restrictions with respect to such
QFCs.

The final rule allows G-SIBs to comply with the rule
by amending relevant agreements (with the consent
of relevant counterparties) using the International
Swaps and Derivatives Association 2015 Universal
Resolution Stay Protocol (the “Protocol”) or a similar
protocol that accomplishes the contractual
amendments required by the rule. BNY Mellon
entities that engage in QFC activities covered by the
Protocol have adhered to the Protocol. Compliance
with the Federal Reserve’s final rule will be required
on a phased-in basis beginning on Jan. 1, 2019. BNY
Mellon is evaluating the impact of the new
regulations on its activities.

Cybersecurity Regulation

As of March 1, 2017 the New York State Department
of Financial Services (“NYSDFS”) requires financial
institutions regulated by NYSDFS, including BNY
Mellon, to establish a cybersecurity program, adopt a
written cybersecurity policy, designate a chief
information security officer, and have policies and
procedures in place to ensure the security of

80 BNY Mellon

information systems and non-public information
accessible to, or held by, third parties. The NYSDFS
rule also includes a variety of other requirements to
protect the confidentiality, integrity and availability of
information systems, as well as the annual delivery of
a certificate of compliance.

Insolvency of an Insured Depository Institution or a
Bank Holding Company; Orderly Liquidation
Authority

If the FDIC is appointed as conservator or receiver
for an insured depository institution such as The Bank
of New York Mellon or BNY Mellon National
Association (“BNY Mellon, N.A.”), upon its
insolvency or in certain other circumstances, the
FDIC has the power to:

• Transfer any of the depository institution’s assets
and liabilities to a new obligor, including a newly
formed “bridge” bank without the approval of the
depository institution’s creditors;

• Enforce the terms of the depository institution’s

contracts pursuant to their terms without regard to
any provisions triggered by the appointment of
the FDIC in that capacity; or

• Repudiate or disaffirm any contract or lease to
which the depository institution is a party, the
performance of which is determined by the FDIC
to be burdensome and the disaffirmance or
repudiation of which is determined by the FDIC
to promote the orderly administration of the
depository institution.

In addition, under federal law, the claims of holders
of domestic deposit liabilities and certain claims for
administrative expenses against an insured depository
institution would be afforded a priority over other
general unsecured claims against such an institution,
including claims of debt holders of the institution, in
the “liquidation or other resolution” of such an
institution by any receiver. As a result, whether or
not the FDIC ever sought to repudiate any debt
obligations of The Bank of New York Mellon or BNY
Mellon, N.A., the debt holders would be treated
differently from, and could receive, if anything,
substantially less than, the depositors of the bank.

The Dodd-Frank Act created a new resolution regime
(known as the “orderly liquidation authority”) for
systemically important financial companies,

Supervision and Regulation (continued)

including BHCs and their affiliates. Under the
orderly liquidation authority, the FDIC may be
appointed as receiver for the systemically important
institution, and its failed nonbank subsidiaries, for
purposes of liquidating the entity if, among other
conditions, it is determined at the time of the
institution’s failure that it is in default or in danger of
default and the failure poses a risk to the stability of
the U.S. financial system.

If the FDIC is appointed as receiver under the orderly
liquidation authority, then the powers of the receiver,
and the rights and obligations of creditors and other
parties who have dealt with the institution, would be
determined under the Dodd-Frank Act’s orderly
liquidation authority provisions, and not under the
insolvency law that would otherwise apply. The
powers of the receiver under the orderly liquidation
authority were based on the powers of the FDIC as
receiver for depository institutions under the FDI Act.
However, the provisions governing the rights of
creditors under the orderly liquidation authority were
modified in certain respects to reduce disparities with
the treatment of creditors’ claims under the U.S.
Bankruptcy Code as compared to the treatment of
those claims under the new authority. Nonetheless,
substantial differences in the rights of creditors exist
as between these two regimes, including the right of
the FDIC to disregard the strict priority of creditor
claims in some circumstances, the use of an
administrative claims procedure to determine
creditors’ claims (as opposed to the judicial procedure
utilized in bankruptcy proceedings), and the right of
the FDIC to transfer assets or liabilities of the
institution to a third party or a “bridge” entity.

Depositor Preference

Under U.S. federal law, claims of a receiver of an
insured depository institution for administrative
expenses and claims of holders of U.S. deposit
liabilities (including foreign deposits that are payable
in the U.S. as well as in a foreign branch of the
depository institution) are afforded priority over
claims of other unsecured creditors of the institution,
including depositors in non-U.S. branches. As a
result, such depositors could receive, if anything,
substantially less than the depositors in U.S. offices
of the depository institution.

Transactions with Affiliates

Transactions between BNY Mellon’s banking
subsidiaries, on the one hand, and the Parent and its
nonbank subsidiaries and affiliates, on the other, are
subject to certain restrictions, limitations and
requirements, which include limits on the types and
amounts of transactions (including extensions of
credit and asset purchases by our banking
subsidiaries) that may take place and generally
require those transactions to be on arm’s-length
terms. In general, extensions of credit by a BNY
Mellon banking subsidiary to any nonbank affiliate,
including the Parent, must be secured by designated
amounts of specified collateral and are limited in the
aggregate to 10% of the relevant bank’s capital and
surplus for transactions with a single affiliate and to
20% of the relevant bank’s capital and surplus for
transactions with all affiliates. There are also
limitations on affiliate credit exposures arising from
derivative transactions and securities lending and
borrowing transactions.

Deposit Insurance

Our U.S. banking subsidiaries, including The Bank of
New York Mellon and BNY Mellon, N.A., accept
deposits, and those deposits have the benefit of FDIC
insurance up to the applicable limit. The current limit
for FDIC insurance for deposit accounts is $250,000
for each depositor account. Under the FDI Act,
insurance of deposits may be terminated by the FDIC
upon a finding that the insured depository institution
has engaged in unsafe and unsound practices, is in an
unsafe or unsound condition to continue operations or
has violated any applicable law, regulation, rule,
order or condition imposed by a bank’s federal
regulatory agency.

The FDIC’s Deposit Insurance Fund (the “DIF”) is
funded by assessments on insured depository
institutions. The FDIC assesses DIF premiums based
on a bank’s average consolidated total assets, less the
average tangible equity of the insured depository
institution during the assessment period. For larger
institutions, such as The Bank of New York Mellon
and BNY Mellon, N.A., assessments are determined
based on CAMELS ratings and forward-looking
financial measures to calculate the assessment rate,
which is subject to adjustments by the FDIC, and the
assessment base.

BNY Mellon 81

Supervision and Regulation (continued)

Under the FDIC’s regulations, a custody bank may
deduct from its assessment base 100% of cash and
balances due from depository institutions, securities,
federal funds sold, and securities purchased under
agreement to resell with a Standardized Approach
risk-weight of 0% and may deduct 50% of such asset
types with a Standardized Approach risk-weight of
greater than 0% and up to and including 20%. This
assessment base deduction may not exceed the
average value of deposits that are classified as
transaction accounts and are identified by the bank as
being directly linked to a fiduciary or custodial and
safekeeping account.

The Dodd-Frank Act requires the DIF reserve ratio to
reach a minimum of 1.35% by Sept. 30, 2020, and
authorizes the FDIC to implement special
assessments on insured depository institutions to
reach the required ratio. All large insured depository
institutions, which includes The Bank of New York
Mellon and BNY Mellon, N.A., are currently subject
to a 4.5 basis point annual surcharge that will end on
Dec. 31, 2018, or once the DIF reserve ratio reaches
1.35%, whichever comes first. If the reserve ratio
does not reach 1.35% by Dec. 31, 2018, the FDIC
will impose a one-time shortfall assessment on large
insured depository institutions in proportion to each
such institution’s average surcharge assessment base
between July 1, 2016 and Dec. 31, 2018.

In the EU, deposit insurance measures have also been
implemented under the 2014 Deposit Guarantee
Scheme Directive. This regulation extends the scope
of deposit protection in the EU to cover most
corporate entities, which will require certain BNY
Mellon entities to contribute additional funds to new
or existing deposit protection schemes to cover these
additional deposits. The contributions and required
systems enhancements may result in a significant
additional expense for impacted BNY Mellon entities.

Source of Strength and Liability of Commonly
Controlled Depository Institutions

BHCs are required by law to act as a source of
strength to their bank subsidiaries. Such support may
be required by the Federal Reserve at times when we
might otherwise determine not to provide it. In
addition, any loans by BNY Mellon to its bank
subsidiaries would be subordinate in right of payment
to depositors and to certain other indebtedness of its
banks. In the event of a BHC’s bankruptcy, any
commitment by the BHC to a federal bank regulator

82 BNY Mellon

to maintain the capital of a subsidiary bank will be
assumed by the bankruptcy trustee and entitled to a
priority of payment. In addition, in certain
circumstances, BNY Mellon’s insured depository
institution subsidiaries could be held liable for losses
incurred by another BNY Mellon insured depository
institution subsidiary. In the event of impairment of
the capital stock of one of BNY Mellon’s national
bank subsidiaries or The Bank of New York Mellon,
BNY Mellon, as the banks’ stockholder, could be
required to pay such deficiency.

Incentive Compensation Arrangements Proposal

Section 956 of the Dodd-Frank Act requires federal
regulators to prescribe regulations or guidelines
regarding incentive-based compensation practices at
certain financial institutions, including BNY Mellon.
In April 2016, a joint proposed rule was released,
replacing a previous 2011 proposal, which each of six
agencies must separately approve. The timeframe for
final implementation is currently unknown.

Anti-Money Laundering and the USA PATRIOT Act

A major focus of governmental policy on financial
institutions has been aimed at combating money
laundering and terrorist financing. The USA
PATRIOT Act of 2001 contains numerous anti-money
laundering requirements for financial institutions that
are applicable to BNY Mellon’s bank, broker-dealer
and investment adviser subsidiaries and mutual funds
and private investment companies advised or
sponsored by our subsidiaries. Those regulations
impose obligations on financial institutions to
maintain a broad anti-money laundering program that
includes internal controls, independent testing,
compliance management personnel, training, and
customer due diligence processes, as well as
appropriate policies, procedures and controls to
detect, prevent and report money laundering, terrorist
financing and other suspicious activity, and to verify
the identity of their customers. Certain of those
regulations impose specific due diligence
requirements on financial institutions that maintain
correspondent or private banking relationships with
non-U.S. financial institutions or persons.

Financial Crimes Enforcement Network (“FinCEN”)
Final Customer Due Diligence Rule

Effective July 11, 2016, FinCEN issued final rules
under the Bank Secrecy Act to clarify and strengthen

Supervision and Regulation (continued)

customer due diligence (“CDD”) requirements,
including a new requirement to identify and verify the
identity of beneficial owners of legal entity
customers. Covered financial institutions, including
The Bank of New York Mellon and BNY Mellon,
N.A., must comply with these rules by May 11, 2018.
The rule reaffirms four pillars of an effective anti-
money laundering (“AML”) program (development
of internal policies, procedures and related controls;
designation of a compliance officer; a thorough and
ongoing training program; and independent review
for compliance) and adds a fifth: CDD, wherein a
covered financial institution is required to implement
and maintain risk-based procedures for conducting
CDD that include the identification and verification
of any beneficial owner(s) of each legal entity
customer at the time a new account is opened on or
after May 11, 2018.

New York State Department of Financial Services
(“NYSDFS”) anti-money laundering and anti-
terrorism regulations

On June 30, 2016, the NYSDFS finalized its
regulations requiring regulated institutions, including
The Bank of New York Mellon, to maintain a
transaction monitoring program to monitor
transactions for potential Bank Secrecy Act (“BSA”)
and AML violations and suspicious activity reporting,
and a watch list filtering program to interdict
transactions prohibited by applicable sanctions
programs.

The final regulations require a regulated institution to
maintain programs to monitor and filter transactions
for potential BSA and AML violations and prevent
transactions with sanctioned entities. The final
regulation requires regulated institutions annually to
submit a board resolution or senior officer
compliance finding confirming steps taken to
ascertain compliance with the regulation. The final
regulation became effective Jan. 1, 2017, and the
annual certification requirement begins April 15,
2018.

Privacy and Data Protection

The privacy provisions of the Gramm-Leach-Bliley
Act generally prohibit financial institutions, including
BNY Mellon, from disclosing nonpublic personal
financial information of consumer customers to third
parties for certain purposes (primarily marketing)
unless customers have the opportunity to “opt out” of

the disclosure. The Fair Credit Reporting Act
restricts information sharing among affiliates for
marketing purposes.

In the EU, privacy law is currently regulated under
the Data Protection Directive (“DPD”), implemented
as a minimum standard into the domestic law of each
EU member state. The DPD will be replaced in the
EU by the General Data Protection Regulation
(“GDPR”), which will be directly binding and
applicable for each EU member state from May 25,
2018. The GDPR contains enhanced compliance
obligations and increased penalties for non-
compliance compared to the DPD.

Acquisitions/Transactions

Federal and state laws impose notice and approval
requirements for mergers and acquisitions involving
depository institutions or BHCs. The BHC Act
requires the prior approval of the Federal Reserve for
the direct or indirect acquisition by a BHC of more
than 5% of any class of the voting shares or all or
substantially all of the assets of a commercial bank,
savings and loan association or BHC. In reviewing
bank acquisition and merger applications, the bank
regulatory authorities will consider, among other
things, the competitive effect of the transaction,
financial and managerial resources including the
capital position of the combined organization,
convenience and needs of the community factors,
including the applicant’s record under the Community
Reinvestment Act of 1977 (the “CRA”), the
effectiveness of the subject organizations in
combating money laundering activities and the risk to
the stability of the U.S. banking or financial system.
In addition, prior Federal Reserve approval would be
required for BNY Mellon to acquire direct or indirect
ownership or control of any voting shares of a
company with assets of $10 billion or more that is
engaged in activities that are “financial in nature.”

Regulated Entities of BNY Mellon and Ancillary
Regulatory Requirements

BNY Mellon is registered as an FHC under the Bank
Holding Company Act of 1956, as amended by the
Gramm-Leach-Bliley Act and by the Dodd-Frank Act
(the “BHC Act”). We are subject to supervision by
the Federal Reserve. In general, the BHC Act limits
an FHC’s business activities to banking, managing or
controlling banks, performing certain servicing
activities for subsidiaries, engaging in activities

BNY Mellon 83

Supervision and Regulation (continued)

incidental to banking, and engaging in any activity, or
acquiring and retaining the shares of any company
engaged in any activity, that is either financial in
nature or complementary to a financial activity and
does not pose a substantial risk to the safety and
soundness of depository institutions or the financial
system generally.

A BHC’s ability to maintain FHC status is dependent
on: (i) its U.S. depository institution subsidiaries
qualifying on an ongoing basis as “well capitalized”
and “well managed” under the prompt corrective
regulations of the appropriate regulatory agency
(discussed above under “Prompt Corrective Action”);
(ii) the BHC itself, qualifying on an ongoing basis as
“well capitalized” and “well managed” under
applicable Federal Reserve regulations; and (iii) its
U.S. depository institution subsidiaries continuing to
maintain at least a “satisfactory” rating under the
CRA.

An FHC that does not continue to meet all the
requirements for FHC status will, depending on
which requirements it fails to meet, lose the ability to
undertake new activities, or make acquisitions, that
are not generally permissible for BHCs without FHC
status. As of Dec. 31, 2017, BNY Mellon and our
U.S. bank subsidiaries were “well capitalized” based
on the ratios and rules applicable to them.

The Bank of New York Mellon, BNY Mellon’s
largest banking subsidiary, is a New York state-
chartered bank, and a member of the Federal Reserve
System and is subject to regulation, supervision and
examination by the Federal Reserve, the FDIC and
the NYSDFS. BNY Mellon’s national bank
subsidiaries, BNY Mellon, N.A. and The Bank of
New York Mellon Trust Company, National
Association, are chartered as national banking
associations subject to primary regulation,
supervision and examination by the OCC.

We operate a number of broker-dealers that engage in
securities underwriting and other broker-dealer
activities in the United States. These companies are
SEC-registered broker-dealers and members of
Financial Industry Regulatory Authority, Inc.
(“FINRA”), a securities industry self-regulatory
organization. BNY Mellon’s nonbank subsidiaries
engaged in securities-related activities are regulated
by supervisory agencies in the countries in which
they conduct business.

84 BNY Mellon

Certain of BNY Mellon’s public finance and advisory
activities are regulated by the Municipal Securities
Rulemaking Board and are required under the SEC’s
Municipal Advisors Rule to register with the SEC if
they provide advice to municipal entities or certain
other persons on the issuance of municipal securities,
or about certain investment strategies or municipal
derivatives.

Certain of BNY Mellon’s subsidiaries are registered
with the CFTC as commodity pool operators and/or
commodity trading advisors and, as such, are subject
to CFTC regulation. The Bank of New York Mellon
is provisionally registered as a Swap Dealer (as
defined in the Dodd-Frank Act) with the CFTC, and
is a member of the National Futures Association
(“NFA”) in that same capacity. As a Swap Dealer,
The Bank of New York Mellon is subject to
regulation, supervision and examination by the CFTC
and NFA.

Certain of our subsidiaries are registered investment
advisors under the Investment Advisers Act of 1940,
as amended, and as such are supervised by the SEC.
They are also subject to various U.S. federal and state
laws and regulations and to the laws and regulations
of any countries in which they conduct business. Our
subsidiaries advise both public investment companies
which are registered with the SEC under the
Investment Company Act of 1940 (the “‘40 Act”),
including the Dreyfus family of mutual funds, and
private investment companies which are not
registered under the ‘40 Act.

Certain of our investment management, trust and
custody operations provide services to employee
benefit plans that are subject to the Employee
Retirement Income Security Act of 1974, as amended
(“ERISA”), administered by the U.S. Department of
Labor (“DOL”). ERISA imposes certain statutory
duties, liabilities, disclosure obligations and
restrictions on fiduciaries, as applicable, related to the
services being performed and fees being paid.

Department of Labor Fiduciary Rule

In 2016, the DOL issued a final rule that, among other
things, expands the definition of who is designated a
“fiduciary” of an employee benefit plan or individual
retirement account (“IRA”) under ERISA and the
Internal Revenue Code, respectively, and provides
certain prohibited transaction exemptions. The final
rule was originally scheduled to be phased in

Supervision and Regulation (continued)

beginning in April 2017 and fully phased in by Jan. 1,
2018. However, on Feb. 3, 2017, President Trump
issued a memorandum directing the acting Secretary
of Labor to examine the rule. In response, the DOL
delayed the applicability date of April 10, 2017 to
June 9, 2017, and also delayed the applicability of
certain restrictive conditions of the rule’s prohibited
transaction exemptions until Jan. 1, 2018 (the
“Transition Period”). On Nov. 27, 2017 the DOL
extended the Transition Period until July 1, 2019.

Operations and Regulations Outside the United
States

In Europe, branches of The Bank of New York
Mellon are subject to regulation in the countries in
which they are established, in addition to being
subject to oversight by the U.S. regulators referred to
above. The Bank of New York Mellon SA/NV is a
public limited liability company incorporated under
the laws of Belgium. The Bank of New York Mellon
SA/NV has been granted a banking license by the
National Bank of Belgium (“NBB”) and is authorized
to carry out all banking and savings activities as a
credit institution. The European Central Bank
(“ECB”) has responsibility for the direct supervision
of significant banks and banking groups in the euro
area, including The Bank of New York Mellon SA/
NV. The ECB’s supervision is carried out in
conjunction with the relevant national prudential
regulator (NBB in The Bank of New York Mellon
SA/NV’s case), as part of the single supervisory
mechanism (“SSM”). The Bank of New York Mellon
SA/NV conducts its activities in Belgium as well as
through its branch offices in the UK, Ireland, Italy,
Luxembourg, the Netherlands, France and Germany.

Certain of our financial services operations in the UK
are subject to regulation and supervision by the
Financial Conduct Authority (“FCA”) and the
Prudential Regulation Authority (“PRA”). The PRA
is responsible for the authorization and prudential
regulation of firms that carry on PRA-regulated
activities, including banks. PRA-authorized firms are
also subject to regulation by the FCA for conduct
purposes. In contrast, FCA-authorized firms (such as
investment management firms) have the FCA as their
sole regulator for both prudential and conduct
purposes. As a result, FCA-authorized firms must
comply with FCA prudential and conduct rules and
the FCA’s Principles for Businesses, while dual-
regulated firms must comply with the FCA conduct
rules and FCA Principles, as well as the applicable

PRA prudential rules and the PRA’s Principles for
Businesses.

The PRA regulates The Bank of New York Mellon
(International) Limited, our UK incorporated bank, as
well as the UK branch of The Bank of New York
Mellon. Certain of BNY Mellon’s UK incorporated
subsidiaries are authorized to conduct investment
business in the UK. Their investment management
advisory activities and their sale and marketing of
retail investment products are regulated by the FCA.
Certain UK investment funds, including investment
funds of BNY Mellon, are registered with the FCA
and are offered for sale to retail investors in the UK.

Since the financial crisis, the European Union and its
Member States have engaged in a significant
overhaul of bank regulation and supervision. To
increase the resilience of banks and to reduce the
impact of potential bank failures, new rules on capital
requirements for banks and bank recovery and
resolution have been adopted.

Aspects of the European Union’s Banking Union
have entered into force in most EU jurisdictions. The
UK is not participating in the Banking Union. The
key components of the Banking Union include the
single resolution mechanism (“SRM”) and the SSM.
The SRM approach endorses the bail-in rules
established in the BRRD and is described in more
detail above in the section addressing Recovery and
Resolution.

In addition, the Capital Requirements Directive IV
(“CRD IV”) and Capital Requirements Regulation
(“CRR”) affect BNY Mellon’s EU subsidiaries by
implementing Basel III and other changes, including
the enhancement of the quality of capital, and the
strengthening of capital requirements for counterparty
credit risk, resulting in higher capital requirements.
In the EU Member States, CRD IV/CRR also
introduces substantive parts of the new European
supervisory architecture, including the development
of a single set of harmonized prudential rules for
financial services. This set of rules replaces existing
separately implemented rules within EU Member
States, with a harmonized approach to
implementation across the EU. Elements of CRD IV/
CRR apply not only to BNY Mellon banking
branches and subsidiaries but also to investment
management and brokerage entities. CRD IV/CRR
became effective on Jan. 1, 2014, with certain
provisions to be phased in from 2014 to 2019.

BNY Mellon 85

Supervision and Regulation (continued)

Our Investment Management and Investment
Services businesses are subject to significant
regulation in numerous jurisdictions around the world
relating to, among other things, the safeguarding,
administration and management of client assets and
client funds.

Various new, revised and/or proposed European
Union directives and regulations have or will have a
significant impact on our provision of many of our
products and services, including the Markets in
Financial Instruments Directive II and Markets in
Financial Instruments Regulations (collectively,
“MiFID II”), the Alternative Investment Fund
Managers Directive (“AIFMD”), the Directive on
Undertakings for Collective Investments in
Transferable Securities (“UCITS V”), the Central
Securities Depositories Regulation (“CSDR”), the
regulation on OTC derivatives, central counterparties
and trade repositories (commonly known as
“EMIR”), the Securities Financing Transactions
Regulation (“SFTR”) and the Payment Services
Directive II (“PSD II”). These European Union
directives and regulations may impact our operations
and risk profile but may also provide new
opportunities for the provision of BNY Mellon
products and services. Several of these European
directives and regulations are still subject to
finalization by the legislature and/or substantial
secondary legislation. This creates uncertainty as to
business impact.

The types of activities in which the foreign branches
of our banking subsidiaries and our international
subsidiaries may engage are subject to various
restrictions imposed by the Federal Reserve. Those
foreign branches and international subsidiaries are
also subject to the laws and regulatory authorities of
the countries in which they operate and, in the case of
banking subsidiaries, may be subject to regulatory
capital requirements in the jurisdictions in which they
operate.

EU Banking Reform Package

In November 2016, the European Commission
published the so-called EU Banking Reform Package.
This legislative package would amend CRD IV, CRR,
BRRD and the Single Resolution Mechanism
Regulation (“SRMR”).

The proposed amendments to CRD IV include a
proposal for non-EU G-SIBs (such as BNY Mellon)

86 BNY Mellon

and certain other non-EU banking groups to have an
“EU intermediate parent undertaking” (“EU IPU”).
All EU credit institutions and certain EU investment
firms in such non-EU G-SIBs/banking groups would
need to fall within a corporate structure headed by the
EU IPU. If this proposal is implemented in the form
originally proposed by the European Commission,
BNY Mellon would need to undertake significant
changes in its corporate structure. Furthermore the
EU IPU proposal in its original form may result in
conflict with existing U.S. banking regulations that
require structural separation between banking and
non-banking activities.

Certain proposed amendments to BRRD relate to the
powers of resolution authorities to suspend payment
and delivery obligations (the “moratoria proposal”).
This moratoria proposal seeks to extend the moratoria
period from two business days to five working days
for use both pre-resolution as well as in resolution
(i.e. ten working days if used consecutively). The
moratoria proposal also seeks to extend the scope of
application to certain categories of deposits that are
currently excluded. If such extensions to the
moratoria are implemented, this may have adverse,
industry-wide impacts, including for BNY Mellon’s
custody services, derivatives, securities financing and
margin lending businesses, as well as adverse market-
wide liquidity and capital impacts.

The proposed amendments to CRR include provisions
relating to the leverage ratio, NSFR, MREL
(including closer alignment to the final FSB TLAC
standard), a revised Basel market risk framework,
counterparty credit risk, exposures to CCPs,
exposures to collective investment undertakings,
large exposures and reporting/disclosure
requirements. The time frame in which the EU
Banking Reform Package may enter into force is
unclear at present.

European Commission Proposals for New Prudential
Regime for EU Investment Firms

In December 2017, the European Commission
published legislative proposals to establish a new
prudential regime for investment firms. Under the
legislative proposals, most EU investment firms
would move to a separate (i.e., non-CRD IV/CRR)
prudential regime that is more tailored to investment
firms and harmonized across the EU. The time frame
in which the new prudential regime for investment

Supervision and Regulation (continued)

firms may enter into force remains unclear at this
stage.

Regulation applies to securitization transactions from
Jan. 1, 2019.

European Deposit Insurance Scheme

The European Commission has proposed a European
Deposit Insurance Scheme (“EDIS”) for euro area
member states. Under the EDIS proposal, existing
national euro area deposit guarantee schemes would
transition over a number of years to a mutualized
deposit guarantee scheme applicable in the euro area.

European Financial Markets and Market
Infrastructure

The EU continues to develop proposals and
regulations in relation to financial markets and
market infrastructures. MiFID II took effect on Jan.
3, 2018, both as a directive transposed into national
law and as an immediately enforceable regulation. It
affects EU member states and those financial
institutions conducting business in the EEA and has
required significant change to comply with relevant
regulatory requirements, including extensive
transaction reporting and market transparency
obligations and a heightened focus on how financial
institutions conduct business with and disclose
information to their clients. MiFID II may create new
business opportunities in European markets, but
requires existing business activities and processes to
be reviewed more closely.

Capital Markets Union (“CMU”)

A key policy objective of the 2014-19 European
Commission is to develop a Capital Markets Union
(“CMU”) in the EU. Related initiatives that have
already been substantially progressed include a new
Prospectus Regulation and a new Securitization
Regulation. The Prospectus Regulation applies from
July 21, 2019 (with certain elements subject to an
earlier phase in period). The Securitization

A number of CMU related priorities remain to be
addressed during 2018 and 2019. The European
Commission proposes to enhance the powers of the
European Supervisory Agencies (“ESAs”), including
the European Banking Authority (“EBA”), the
European Securities and Markets Authority
(“ESMA”) and the European Insurance and
Occupational Pensions Authority (“EIOPA”). In
addition, the European Commission wishes to
enhance cross-border funds distribution and to
promote sustainable finance.

Investment Services and Investment Management in
the European Union

The AIFMD has a direct effect on our alternative fund
manager clients and our depository business and
other products offered across Europe. AIFMD
imposes heightened obligations upon depositories,
which have operational effects.

Our businesses servicing regulated funds in Europe
are also affected by the revised directive governing
undertakings for collective investment in transferable
securities, known as UCITS V.

In July 2017, ESMA published an Opinion on Asset
Segregation under AIFMD and UCITS V. Among
other things, the opinion recognizes the use of
omnibus account structures when accounting for
assets in a chain of custody. This opinion is a
significant development for the tri-party collateral
management and securities lending businesses, given
the frequent changes of beneficial ownership which
such omnibus account structures support.

AIFMD and UCITS V legislation is expected to be
reviewed by the European Commission during 2018.

BNY Mellon 87

Risk Factors

Making or continuing an investment in securities
issued by us involves certain risks that you should
carefully consider. The following discussion sets
forth the most significant risk factors that could affect
our business, financial condition or results of
operations. Some of these risks are interrelated and
the occurrence of one may exacerbate the effect of
others. However, factors other than those discussed
below or in other of our reports filed with or
furnished to the SEC also could adversely affect our
business, financial condition or results of operations.
We cannot assure you that the risk factors described
below or elsewhere in our reports address all potential
risks that we may face. These risk factors also serve
to describe factors which may cause our results to
differ materially from those described in forward-
looking statements included herein or in other
documents or statements that make reference to this
Annual Report. See “Forward-looking Statements.”

Operational Risk

A communications or technology disruption or
failure that results in a loss of information or
impacts our ability to provide services to our clients
may materially adversely affect our business,
financial condition and results of operations.

We use communications and information systems to
conduct our business. Our businesses are highly
dependent on our ability to process large volumes of
data that require global capabilities and scale from
our technology platforms. If our technology or
communications fail, or those of our service providers
or industry utilities, we could experience, and have in
the past experienced, production and system outages
or failures. Any such outage or failure could
adversely affect our ability to effect transactions or
service our clients, which could expose us to liability
for damages, result in the loss of business, damage
our reputation, subject us to regulatory scrutiny or
sanctions or expose us to litigation, any of which
could have a material adverse effect on our business,
financial condition and results of operations. Security
or technology disruptions or failures that impact our
communications or information systems, could affect
our ability to provide services to our clients.

Upgrading our computer systems, software and
networks may also subject us to disruptions or
failures due to the complexity and interconnectedness
of our systems, software and networks. The failure to
upgrade or maintain these computer systems,

88 BNY Mellon

software and networks could result in ongoing
attacks, unauthorized access and misuse. There can
be no assurance that any such failures or interruptions
will not occur or, if they do occur, that they will be
adequately addressed. We may be required to expend
significant additional resources to modify, investigate
or remediate vulnerabilities or other exposures arising
from information systems’ security risks. Due to the
evolving connectivity among financial institutions, a
disruptive event or failure experienced by one party
could disrupt the functioning of the overall financial
system.

Third parties with which we do business or that
facilitate our business activities, including exchanges,
clearing houses, financial intermediaries or vendors
that provide services or security solutions for our
operations, could also be sources of technology risk
to us, including from breakdowns or failures of their
own systems or capacity constraints or other services
that impair our ability to process transactions and
communicate with customers and counterparties. In
addition, we are exposed to the risk that a technology
disruption or other information security event at a
common vendor to our third-party service providers
could impede their ability to provide products or
services to us. We may not be able to effectively
monitor or mitigate operational risks relating to the
use of common vendors by third-party service
providers.

As our business areas evolve, whether due to the
introduction of technology, new service offering
requirements for our clients, or changes in regulation
relative to these service offerings, unforeseen risks
materially impacting our business operations could
arise. The technology used can become increasingly
complex and rely on the continued effectiveness of
the programming code and integrity of the inputted
data. Rapid technological changes and competitive
pressures require us to make significant and ongoing
investments in technology not only to develop
competitive new products and services or adopt new
technologies, but to sustain our current businesses.
Our financial performance depends in part on our
ability to develop and market these new products and
services in a timely manner at a competitive price and
adopt or develop new technologies that differentiate
our products or provide cost efficiencies. The failure
to ensure adequate review and consideration of
critical business changes prior to and during
introduction and deployment of key technological
systems or failure to adequately align evolving client

Risk Factors (continued)

commitments and expectations with operational
capabilities, may adversely impact our ability to
service and retain customers and could have a
negative impact on our operations. The costs we
incur in enhancing our technology could be
substantial and may not ultimately improve our
competitiveness or profitability. We maintain
controls designed to reduce the risk of the
unsuccessful implementation of our models, systems
or processes, but such risk cannot be completely
eliminated. Any technology or communications
failure could, among other things, adversely affect
our ability to effect transactions, service our clients,
manage our exposure to risk or expand our
businesses. While we continue to improve and invest
in the resiliency of our technology systems, there can
be no guarantee that a technology outage will not
occur. For a discussion of operational risk, see “Risk
Management - Operational Risk” and “Business
Continuity.”

As a result of financial entities, central agents,
clearing agents and houses, exchanges and
technology systems across the globe becoming more
interdependent and complex, a technology failure that
significantly degrades, deletes or compromises the
systems or data of one or more financial entities or
suppliers could have a material impact on
counterparties or other market participants, including
us.

We rely on a variety of measures to protect our
intellectual property and proprietary information,
including copyrights, trademarks, patents and
controls on access and distribution. These measures
may not prevent misappropriation or infringement of
our intellectual property or proprietary information
and a resulting loss of competitive advantage.
Furthermore, if a third party were to assert a claim of
infringement or misappropriation of its proprietary
rights, obtained through patents or otherwise, against
us, we could be required to spend significant amounts
to defend such claims, develop alternative methods of
operations, pay substantial money damages, obtain a
license from the third party or possibly stop providing
one or more products or services.

A cybersecurity incident, or a failure to protect our
computer systems, networks and information and
our clients’ information against cybersecurity
threats, could result in a loss of information,
adversely impact our ability to conduct our

businesses, and damage our reputation and cause
losses.

Our businesses rely heavily on technology, and are
vulnerable to cybersecurity threats and disruptions
that are occurring globally with greater frequency.
We regularly experience cybersecurity incidents,
which can include, among other things, hacker
attacks, computer viruses or other malicious software,
denial of service efforts, limited unavailability of
service, phishing attacks and unauthorized access
attempts. While we deploy a broad range of
sophisticated defenses, it is possible we could suffer a
material adverse impact or disruption. The security
of our computer systems, software and networks, and
those functions that we may outsource, may continue
to be subjected to cybersecurity threats that could
result in material failures or disruptions in our
business.

Cybersecurity incidents may occur through
intentional or unintentional acts by individuals or
groups having authorized or unauthorized access to
our systems or our clients’ or counterparties’
information, which may include confidential
information. These individuals or groups include
employees, vendors and customers, as well as
hackers. Third parties may also attempt to place
individuals within BNY Mellon or fraudulently
induce employees, vendors, customers or other users
of our systems to disclose sensitive information in
order to gain access to our data or that of our clients.
A cybersecurity incident that results in the loss of
information may require us to reconstruct lost data,
reimburse clients for data and credit monitoring
services, result in loss of customer business, or
damage to our computers or systems and those of our
customers and counterparties. These impacts could
be costly and time-consuming and materially
negatively impact our business operations, financial
condition and reputation.

Despite our efforts to ensure the integrity of our
systems and information, it is possible that we may
not be able to anticipate or to implement effective
preventive measures against all cybersecurity threats,
or detect all such threats, especially because the
techniques used change frequently or are not
recognized until after they are launched, and because
attacks can originate from a wide variety of sources,
including outside third parties who are involved with
organized crime or who may be linked to terrorist
organizations or hostile foreign governments.

BNY Mellon 89

Risk Factors (continued)

The failure to maintain an adequate technology
infrastructure with effective cybersecurity controls
relative to the type, size and complexity of
operations, markets and products traded, access to
trading venues and our market interconnectedness
could impact operations and impede our productivity
and growth, which could cause our earnings to
decline or could impact our ability to comply with
regulatory obligations leading to regulatory fines and
sanctions.

Our business may be materially adversely affected
by operational risk.

Given the global nature of our businesses, which
includes our critical role in the clearance of U.S.
government securities, tri-party repo and securities
lending, we are required to accurately process large
numbers of transactions each day on a timely basis.
The transactions we process or execute are
operationally complex and can involve numerous
parties, jurisdictions, regulations and systems, and as
such, are subject to execution and processing errors
and failures. As our businesses evolve to even more
complex and voluminous transactions, at ever
increasing speeds, we must also evolve our processes,
controls, workforce and technology, to accurately and
timely execute those transactions, which may result in
an increased risk of error. When errors do occur, they
may be difficult to detect and fix in a timely manner.

As a result, operational errors could materially
negatively impact our ability to conduct our business
or service our clients, which could adversely affect
our results of operations due to potentially higher
expenses and lower revenues, could lower our capital
ratios, create liability for us or our clients or
negatively impact our reputation. Recurring
operational issues may raise concerns among
regulators regarding our governance and control
environment and culture.

Affiliates or third parties with which we do business
or that facilitate our business activities, could also be
sources of execution and processing errors and
failures. In certain jurisdictions we may be deemed
to be statutorily liable for operational errors, fraud or
breakdowns by these affiliates or third parties.
Additionally, as a result of recent regulations,
including the Alternative Investment Fund Managers
Directive and the Undertakings for Collective
Investment in Transferable Securities V, where, in the
European Economic Area we act as depositary, the

90 BNY Mellon

Company could be exposed to restitution risk for,
among other things, errors or fraud perpetrated by a
sub-custodian resulting in a loss or delay in return of
client’s securities. Where we are not acting as a
European Economic Area depositary, but where we
provide custody services to a European Economic
Area depositary, we may accept similar liabilities to
that depositary as a matter of contract.

Failure to satisfy regulatory standards, including
“well capitalized” and “well managed” status or
capital adequacy and liquidity rules more generally,
could result in limitations on our activities and
adversely affect our business and financial
condition.

Under U.S. and international regulatory capital
adequacy rules and other regulatory requirements,
BNY Mellon and our subsidiary banks must meet
thresholds that include quantitative measures of
assets, liabilities and certain off-balance sheet items,
subject to qualitative judgments by regulators about
components, risk weightings and other factors. As
discussed in “Supervision and Regulation,” BNY
Mellon is registered with the Federal Reserve as a
BHC and an FHC. An FHC’s ability to maintain its
status as an FHC is dependent upon a number of
factors, including its U.S. bank subsidiaries’
qualifying on an ongoing basis as “well capitalized”
and “well managed” under the banking agencies’
prompt corrective action regulations as well as
applicable Federal Reserve regulations. Failure by an
FHC or one of its U.S. bank subsidiaries to qualify as
“well capitalized” and “well managed”, if
unremedied over a period of time, would cause it to
lose its status as an FHC and could affect the
confidence of clients in it, compromising its
competitive position. Additionally, an FHC that does
not continue to meet all the requirements for FHC
status could lose the ability to undertake new
activities or make acquisitions that are not generally
permissible for BHCs without FHC status or to
continue such activities.

Our U.S. bank subsidiaries are also subject to
regulatory capital requirements and the failure by one
of our bank subsidiaries to maintain its status as “well
capitalized” could lead to, among other things, higher
FDIC assessments and could have reputational and
associated business consequences. Moreover, the
occurrence of a more significant decline in regulatory
ratios by BNY Mellon or one of our U.S. bank
subsidiaries or failure of one of our U.S. bank

Risk Factors (continued)

subsidiaries to maintain status as “adequately
capitalized” would lead to regulatory sanctions and
limitations and could lead the federal banking
agencies to take “prompt corrective action.”

If we or our subsidiary banks fail to meet U.S. and
international minimum capital rules and other
regulatory requirements, we may not be able to
deploy capital in the operation of our business or
distribute capital to stockholders, which may
adversely affect our business. If we are not able to
meet the additional, more stringent, capital adequacy
standards that were recently promulgated, we may not
remain “well capitalized.” See “Supervision and
Regulation,” “Liquidity and dividends” and “Capital -
Capital adequacy.”

BNY Mellon and its domestic subsidiary banks must
maintain an LCR at least equal to 100% to satisfy
regulatory minimums. Failure to comply with the
LCR requirements may result in supervisory or
enforcement actions.

Failure to meet any current or future capital or
liquidity requirements, including those imposed by
the U.S. capital rules, the LCR, or by regulators in
implementing other portions of the Basel III
framework, could materially adversely affect our
financial condition. The current regulatory
environment is fluid as requirements are introduced
and amended. See “Supervision and Regulation.”
Compliance with U.S. and international regulatory
capital and liquidity requirements may impact our
ability to return capital to shareholders and may
impact our operations by requiring us to liquidate
assets, increase borrowings, issue additional equity or
other securities, or cease or alter certain operations,
which may adversely affect our results of operations.

Although we expect to continue to satisfy our
regulatory capital and liquidity requirements, there
can be no assurances that we will not need to hold
significantly more regulatory capital and liquid assets
than we currently estimate in order to satisfy
applicable standards. An inability to meet regulatory
expectations regarding these matters may also
negatively impact the assessment of BNY Mellon and
its U.S. banking subsidiaries by U.S. banking
regulators and our ability to make capital
distributions.

Finally, our estimated regulatory capital ratios,
liquidity metrics, and related components are based

on our current interpretation, expectations and
understanding of the applicable rules and are subject
to, among other things, ongoing regulatory review,
regulatory approval of certain statistical models,
additional refinements, modifications or
enhancements (whether required or otherwise) to our
models, and further implementation guidance. Any
modifications resulting from these ongoing reviews
or the continued implementation of the U.S. capital
rules, the LCR, the resolution planning process, and
related amendments could result in changes in our
risk-weighted assets, capital components, liquidity
inflows and outflows, HQLA, or other elements
involved in the calculation of these measures, which
could impact these ratios. Further, because
operational risk is currently measured based not only
upon our historical operational loss experience but
also upon ongoing events in the banking industry
generally, our level of operational risk-weighted
assets could significantly increase or otherwise
remain elevated and may potentially be subject to
significant volatility, negatively impacting our capital
and liquidity ratios. The uncertainty caused by these
factors could ultimately impact our ability to meet our
goals, supervisory requirements, and regulatory
standards.

We are subject to extensive government rulemaking,
regulation and supervision. These rules and
regulations have, and in the future may, compel us
to change how we manage our businesses, which
could have a material adverse effect on our
business, financial condition and results of
operations. In addition, these rules and regulations
have increased our compliance and operational risk
and costs.

As a large, internationally active financial services
company, we operate in a highly regulated
environment, and are subject to a comprehensive
statutory and regulatory regime, including oversight
by governmental agencies both inside and outside the
U.S. Regulations and related regulatory guidance and
supervisory oversight impact how we analyze certain
business opportunities, our regulatory capital and
liquidity requirements, the revenue profile of certain
of our core activities and the products and services
we provide. Any changes to the regulatory
frameworks and environment in which we operate
and the significant management attention and
resources necessary to address those changes could
materially adversely affect our business, financial

BNY Mellon 91

Risk Factors (continued)

condition and results of operations and have other
negative consequences.

The evolving regulatory environment and uncertainty
about the timing and scope of future regulations may
contribute to decisions we may make to suspend,
reduce or withdraw from existing businesses,
activities or initiatives, which may result in potential
lost revenue or significant restructuring or related
costs or exposures.

The monetary, tax and other policies of various
governments, agencies and regulatory authorities both
in the U.S. and globally have a significant impact on
interest rates, currencies, commodity pricing
(including oil) and overall financial market
performance, which can impact our business and
results of operations. Changes in these policies are
beyond our control and can be difficult to predict and
we cannot determine the ultimate effect that any such
changes would have upon our business, financial
condition or results of operations.

Basel III and the Dodd-Frank Act have had a
significant impact on the regulatory structure of the
global financial markets and have imposed significant
operational, compliance and risk management costs
both in the near-term, as we develop and integrate
appropriate systems and procedures, and on a
recurring basis thereafter, as we monitor, support and
refine those systems and procedures. While U.S.
regulators have finalized many regulations to
implement various provisions of the Dodd-Frank Act
and Basel III, additional regulations or modifications
to existing regulations are expected to continue to
occur. In addition, there is uncertainty about the
timing and scope of any changes to Basel III and the
Dodd-Frank Act and other regulations adopted since
the financial crisis, as well as the cost of complying
with any new regulatory regimes. The full impact of
these standards on us, our business strategies and
financial performance is not known at this time, may
not be known for a number of years and could
materially adversely impact us.

The regulatory and supervisory focus of U.S. banking
agencies is primarily intended to protect the safety
and soundness of the banking system and federally
insured deposits, and not to protect investors in our
securities. Moreover, the regulatory and supervisory
standards and expectations in one jurisdiction may
not conform to standards or expectations in other
jurisdictions. Even within a particular jurisdiction,

92 BNY Mellon

the standards and expectations of multiple
supervisory agencies exercising authority over our
affairs may not be fully harmonized. Additionally,
banking regulators have wide supervisory discretion
in the ongoing examination and enforcement of
applicable banking statutes, regulations, and
guidelines, and may restrict our ability to engage in
certain activities or acquisitions, or may require us to
maintain more capital or highly liquid assets.

The U.S. capital rules subject us and our U.S.
banking subsidiaries to more stringent capital
requirements, which could restrict growth, activities
or operations, trigger divestiture of assets or
operations or limit our ability to return capital to
shareholders. We must also separately obtain final
approval from the agencies for the use of certain
models used to calculate risk-weighted assets under
the Advanced Approach. In addition, our operational
loss risk projections are informed by certain external
losses, including certain fines and penalties levied
against other institutions in the financial services
industry, particularly those that relate to businesses in
which we operate, and as a result such external losses
could impact the amount of capital that we are
required to hold.

Failure to meet current or future capital requirements,
either at the end of each fiscal quarter or under
hypothetical stressed conditions during the annual
CCAR exercise, could materially adversely affect our
financial condition. Additional impacts relating to
compliance with these rules could include, but are not
limited to, potential dilution of existing shareholders
and competitive disadvantage compared to financial
institutions not under the same regulatory framework.
In addition, the SLR subjects us to a more stringent
leverage requirement, which could restrict growth,
activities, operations or could result in certain
restrictions on capital distributions and discretionary
bonus payments.

The LCR requires us to maintain significant holdings
of high quality and potentially lower-yielding liquid
assets. In calculating the LCR, we must also
determine which deposits should be considered to be
stable deposits. Stable deposits must meet a series of
requirements and typically receive favorable outflow
treatment under the LCR. BNY Mellon uses
qualitative and quantitative analysis to identify core
stable deposits. It is possible that our LCR could fall
below 100% as a consequence of the inherent
uncertainties associated with this analysis (including

Risk Factors (continued)

as a result of additional guidance from our
regulators). In addition to facing potential regulatory
consequences (which could be significant), we may
be required to remedy this shortfall by liquidating
assets in our investment portfolio or raising additional
debt, each of which could materially negatively
impact our net interest revenue.

If the final rule regarding the NSFR is ultimately
implemented in the U.S., those requirements could
also require BNY Mellon to further increase its
holdings of high quality, and potentially lower-
yielding, liquid assets, and to reevaluate the
composition of its liabilities structure to include more
longer-dated debt.

Our global activities are also subject to extensive
regulation by various non-U.S. regulators, including
governments, securities exchanges, central banks and
other regulatory bodies in the jurisdictions in which
we operate, relating to, among other things, the
safeguarding, administration and management of
client assets and client funds. In some jurisdictions,
the laws and regulations applicable to the financial
services industry and post-crisis regulatory reform
continue to evolve. Further the regulatory and
supervisory standards and expectations across
jurisdictions may be divergent and otherwise may not
conform and/or may be applied in a manner that is
not harmonized within a jurisdiction (in relation to
national versus non-national financial services
providers) and/or across jurisdictions.

In common with their U.S. counterparts, international
policy makers and regulators have also increased
their focus on financial services providers and our
global activities are, and will continue to be, directly
affected by changes to the regulatory environment.
Various new, revised and proposed European Union
directives and regulations have an impact on our
provision of many of our products and services.
Implementation of, and revisions to, these directives
and regulations has affected our operations and risk
profile, including the Capital Requirements Directive/
Regulation, the Bank Recovery and Resolution
Directive, the Deposit Guarantee Scheme Directive,
the Markets in Financial Instruments Directive II/
Regulation, the Alternative Investment Fund
Managers Directive, the Directive on Undertakings
for Collective Investments in Transferable Securities
and the Payment Services Directive.

In addition, we are subject in our global operations to
rules and regulations relating to corrupt and illegal
payments and money laundering, economic sanctions
and embargo programs administered by the U.S.
Office of Foreign Assets Control and similar bodies
and governmental agencies worldwide, and laws
relating to doing business with certain individuals,
groups and countries, such as the U.S. Foreign
Corrupt Practices Act, the USA PATRIOT Act, the
Iran Threat Reduction and Syria Human Rights Act of
2012 and the UK Bribery Act. While we have
invested and continue to invest significant resources
in training and in compliance monitoring, the
geographical diversity of our operations, employees,
clients and customers, as well as the vendors and
other third parties that we deal with, presents the risk
that we may be found in violation of such rules,
regulations or laws and any such violation could
subject us to significant penalties or adversely affect
our reputation. In addition, such rules could impact
our ability to engage in business with certain
individuals, entities, groups and countries, which
could materially adversely affect certain of our
businesses and results of operations.

Failure to comply with laws, regulations or policies
applicable to our business could result in sanctions by
regulatory or governmental authorities, civil money
penalties and reputational damage, which could have
a material adverse effect on our business, financial
condition and results of operations. If violations do
occur, they could damage our reputation, increase our
legal and compliance costs, and ultimately adversely
impact our results of operations. Laws, regulations or
policies currently affecting us and our subsidiaries, or
regulatory and governmental authorities’
interpretation of these statutes and regulations may
change at any time, which may adversely impact our
business and results of operations.

See “Supervision and Regulation” for additional
information regarding the potential impact of the
regulatory environment on our business.

Our risk management framework may not be
effective in mitigating risk and reducing the
potential for losses.

Our risk management framework seeks to mitigate
risk and loss to us. We have established
comprehensive policies and procedures and an
internal control framework designed to provide a
sound operational environment for the types of risk to

BNY Mellon 93

Risk Factors (continued)

which we are subject, including operational risk,
credit risk, market risk, liquidity risk and strategic
risk. We have also established frameworks to
mitigate risk and loss to us as a result of the actions of
affiliates or third parties with which we do business
or that facilitate our business activities. However, as
with any risk management framework, there are
inherent limitations to our current and future risk
management strategies, including risks that we have
not appropriately anticipated or identified.

Our regulators remain focused on ensuring that
financial institutions build and maintain robust risk
management policies. If our regulators perceive the
quality of our risk models and framework to be
insufficient, it may negatively impact our regulators’
evaluations of our capital plans and stress tests.
Accurate and timely enterprise-wide risk information
is necessary to enhance management’s decision-
making in times of crisis. If our risk management
framework proves ineffective or if our enterprise-
wide management information is incomplete or
inaccurate, we could suffer unexpected losses, which
could materially adversely affect our results of
operations or financial condition.

In certain instances, we rely on models to measure,
monitor and predict risks. However, these models are
inherently limited because they involve techniques,
including the use of historical data, trends and
assumptions, and judgments that cannot anticipate
every economic and financial outcome in the markets
in which we operate, nor can they anticipate the
specifics and timing of such outcomes, especially
during severe market downturns or stress events.
These models may not appropriately capture all
relevant risks or accurately predict future events or
exposures. The models that we use to assess and
control our market risk exposures also reflect
assumptions about the degree of correlation among
prices of various asset classes or other market
indicators. The 2008 financial crisis and resulting
regulatory reform highlighted both the importance
and some of the limitations of managing
unanticipated risks. In times of market stress or other
unforeseen circumstances, previously uncorrelated
indicators may become correlated, or previously
correlated indicators may move in different
directions. These types of market movements have at
times limited the effectiveness of our hedging
strategies and have caused us to incur significant
losses, and they may do so in the future.

94 BNY Mellon

In addition, our businesses and the markets in which
we operate are continuously evolving. We may fail to
fully understand the implications of changes in our
businesses or the financial markets or fail to
adequately or timely enhance our risk framework to
address those changes. If our risk framework is
ineffective, either because it fails to keep pace with
changes in the financial markets, regulatory
requirements, our businesses, our counterparties,
clients or service providers or for other reasons, we
could incur losses, suffer reputational damage or find
ourselves out of compliance with applicable
regulatory or contractual mandates or expectations.

An important aspect of our risk management
framework is creating a risk culture in which all
employees fully understand that there is risk in every
aspect of our business and the importance of
managing risk as it relates to their job functions. We
continue to enhance our risk management program to
support our risk culture, ensuring that it is sustainable
and appropriate to our role as a major financial
institution. Nonetheless, if we fail to create the
appropriate environment that sensitizes all of our
employees to managing risk, our business could be
adversely impacted. For more information on how
we monitor and manage our risk management
framework, see “Risk Management - Risk
management overview.”

A failure or circumvention of our controls and
procedures could have a material adverse effect on
our business, reputation, results of operations and
financial condition.

Management regularly reviews and updates our
internal controls, disclosure controls and procedures,
and corporate governance policies and procedures.
Any system of controls, however well designed and
operated, is based in part on certain assumptions and
can provide only reasonable, not absolute, assurances
that the objectives of the system will be met. Any
failure or circumvention of our controls and
procedures or failure to comply with regulations
related to controls and procedures could have a
material adverse effect on our business, reputation,
results of operations and financial condition. If we
identify material weaknesses in our internal control
over financial reporting or are otherwise required to
restate our financial statements, we could be required
to implement expensive and time-consuming
remedial measures and could lose investor confidence
in the accuracy and completeness of our financial

Risk Factors (continued)

reports. In addition, there are risks that individuals,
either employees or contractors, may circumvent
established control mechanisms in order to, for
example, exceed exposure, liquidity, trading or
investment management limitations, or commit fraud.

assets to the IHC on an ongoing basis, which
heightens the Parent’s dependence on the IHC and its
other subsidiaries for its funding needs. The Parent’s
and the IHC’s obligations under the support
agreement are secured.

If our resolution plan is determined not to be
credible or not to facilitate an orderly resolution
under the U.S. Bankruptcy Code, our business,
reputation, results of operations and financial
condition could be materially negatively impacted.
The application of our Title I preferred resolution
strategy or resolution under the Title II orderly
liquidation authority could adversely affect our
liquidity and financial condition and our security
holders.

Large BHCs must develop and submit to the Federal
Reserve and the FDIC for review plans for their rapid
and orderly resolution in the event of material
financial distress or failure. BNY Mellon and The
Bank of New York Mellon each file periodic
complementary resolution plans. If the agencies
determine that our future submissions are not credible
or would not facilitate an orderly resolution under the
U.S. Bankruptcy Code, and we fail to address the
deficiencies in a timely manner, the agencies may
jointly impose more stringent capital, leverage or
liquidity requirements or restrictions on our growth,
activities or operations. If we continue to fail to
adequately remedy any deficiencies identified in
future submissions, we could be required to divest
assets or operations that the agencies determine
necessary to facilitate our orderly resolution.

In the second quarter of 2017, in connection with our
single point of entry resolution strategy under Title I
of the Dodd-Frank Act, the Parent entered into a
binding support agreement with certain key
subsidiaries to facilitate the provision of capital and
liquidity resources to them in the event of material
financial distress or failure. Pursuant to the support
agreement, the Parent transferred its intercompany
receivables and most of its cash to the IHC and will
continue to transfer cash and other liquid financial
assets to the IHC, subject to certain amounts retained
by the Parent to meet its near-term cash needs. In
connection with the initial transfer, the IHC issued
unsecured subordinated funding notes to the Parent
and has provided the Parent with a committed line of
credit for the Parent to service its near-term
obligations. The support agreement requires the
Parent to transfer significant excess liquid financial

If our projected liquidity resources deteriorate so
severely that resolution of the Parent becomes
imminent, the committed line of credit the IHC
provided to the Parent will automatically terminate,
with all amounts outstanding becoming due and
payable, and the support agreement will require the
Parent to transfer most of its remaining assets (other
than stock in subsidiaries and a cash reserve to fund
bankruptcy expenses) to the IHC. As a result, during
a period of severe financial stress the Parent could
become unable to meet its debt and payment
obligations (including with respect to its securities),
causing the Parent to seek protection under
bankruptcy laws earlier than it otherwise would have.

If the Parent were to become subject to a bankruptcy
proceeding and our single point of entry strategy is
successful, our material entities will not be subject to
insolvency proceedings and their creditors would not
be expected to suffer losses, while the Parent’s
security holders, including unsecured debt holders,
could face significant losses, potentially including the
loss of their entire investment. In the event any of
our material entities were to become subject to an
insolvency proceeding while the Parent is in
resolution (or its resolution is imminent), unsecured
creditors of our material entities would receive
recoveries on their claims enjoying relative priority
over the unsecured claims of the creditors of the
Parent, including investors in its debt securities,
relative to the assets of the Parent, IHC and the
particular material entity. The single point of entry
strategy - in which the Parent would be the only legal
entity to enter resolution proceedings - is designed to
result in greater risk of loss to holders of our
unsecured senior debt securities and other securities
than would be the case under a different resolution
strategy.

Further, if the single point of entry strategy is not
successful, our liquidity and financial condition
would be adversely affected and our security holders
may, as a consequence, be in a worse position than if
the strategy had not been implemented.

In addition, Title II of the Dodd-Frank Act established
an orderly liquidation process in the event of the

BNY Mellon 95

Risk Factors (continued)

failure of a large systemically important financial
institution, such as BNY Mellon, in order to avoid or
mitigate serious adverse effects on the U.S. financial
system. Specifically, when a U.S. G-SIB, such as
BNY Mellon is in default or danger of default, and
certain specified conditions are met, the FDIC may be
appointed receiver under the orderly liquidation
authority, and BNY Mellon would be resolved under
that authority instead of the U.S. Bankruptcy Code.

U.S. supervisors have indicated that a single point of
entry strategy may be a desirable strategy to resolve a
large financial institution such as BNY Mellon under
Title II in a manner that would, similar to our
preferred strategy under our Title I resolution plan,
impose losses on shareholders, unsecured debt
holders and other unsecured creditors of the top-tier
holding company (in our case, the Parent), while
permitting the holding company’s subsidiaries to
continue to operate and remain solvent. Under such a
strategy, assuming the Parent entered resolution
proceedings and its subsidiaries remained solvent,
losses at the subsidiary level could be transferred to
the Parent and ultimately borne by the Parent’s
security holders (including holders of the Parent’s
unsecured debt securities), while third-party creditors
of the Parent’s subsidiaries would receive full
recoveries on their claims. Accordingly, the Parent’s
security holders (including holders of unsecured debt
securities and other unsecured creditors) could face
losses in excess of what otherwise would have been
the case.

Regulatory or enforcement actions or litigation
could materially adversely affect our results of
operations or harm our businesses or reputation.

Like many major financial institutions, we and our
affiliates are the subject of inquiries, investigations,
lawsuits and proceedings by counterparties, clients,
other third parties and regulatory and other
governmental agencies in the U.S. and abroad, as
well as the Department of Justice (the “DOJ”) and
state attorneys general. See “Legal proceedings” in
Note 20 of the Notes to Consolidated Financial
Statements for a discussion of material legal and
regulatory proceedings in which we are involved.
The number of these investigations and proceedings,
as well as the amount of penalties and fines sought,
has remained elevated for many firms in the financial
services industry, including us. We may become
subject to heightened regulatory scrutiny, inquiries or
investigations, and potentially client-related inquiries

96 BNY Mellon

or claims, relating to broad, industry-wide concerns
that could lead to increased expenses or reputational
damage. The current trend of large settlements by
financial institutions with governmental entities may
adversely affect the outcomes for other financial
institutions in similar actions, especially where
governmental officials have announced that the large
settlements will be used as the basis or a template for
other settlements. Separately, policy makers in the
European Union continue to focus on protection of
client assets.

In addition, the DOJ currently has a policy of
requiring companies to provide investigators with all
relevant facts relating to the individuals responsible
for the alleged misconduct in order to qualify for any
cooperation credit in civil and criminal investigations
of corporate wrongdoing, which may result in our
incurring increased fines and penalties if the DOJ
determines that we have not provided sufficient
information about applicable individuals in
connection with an investigation, as well as increased
costs in responding to DOJ investigations. It is
possible that other governmental authorities will
adopt similar policies.

The complexity of the federal and state regulatory
and enforcement regimes in the U.S., coupled with
the global scope of our operations and the increased
aggressiveness of the regulatory environment
worldwide, also means that a single event may give
rise to a large number of overlapping investigations
and regulatory proceedings, either by multiple federal
and state agencies in the U.S. or by multiple
regulators and other governmental entities in different
jurisdictions. Responding to inquiries, investigations,
lawsuits and proceedings, regardless of the ultimate
outcome of the matter, is time-consuming and
expensive and can divert the attention of our senior
management from our business. The outcome of such
proceedings may be difficult to predict or estimate
until late in the proceedings, which may last a number
of years.

Certain of our subsidiaries are subject to periodic
examination, special inquiries and potential
proceedings by regulatory authorities. If compliance
failures or other violations are found during an
examination, inquiry or proceeding, a regulatory
agency could initiate actions and impose sanctions for
violations, including, for example, regulatory
agreements, cease and desist orders, civil monetary
penalties or termination of a license and could lead to

Risk Factors (continued)

litigation by investors or clients, any of which could
cause our earnings to decline.

Our businesses involve the risk that clients or others
may sue us, claiming that we or third parties for
whom they say we are responsible have failed to
perform under a contract or otherwise failed to carry
out a duty perceived to be owed to them, including
perceived fiduciary or contractual duties. This risk
may be heightened during periods when credit, equity
or other financial markets are deteriorating in value or
are particularly volatile, or when clients or investors
are experiencing losses. As a publicly held company,
we are also subject to the risk of claims under the
federal securities laws. Volatility in our stock price
increases this risk.

Actions brought against us may result in lawsuits,
enforcement actions, injunctions, settlements,
damages, fines or penalties, which could have a
material adverse effect on our financial condition or
results of operations or require changes to our
business. Claims for significant monetary damages
are asserted in many of these legal actions, while
claims for disgorgement, penalties and/or other
remedial sanctions may be sought in regulatory
matters. Although we establish accruals for our
litigation and regulatory matters in accordance with
applicable accounting guidance when those matters
proceed to a stage where they present loss
contingencies that are both probable and reasonably
estimable, nonetheless there may be a possible
material exposure to loss in excess of any amounts
accrued, or in excess of any loss contingencies
disclosed as reasonably possible. Such loss
contingencies may not be probable and reasonably
estimable until the proceedings have progressed
significantly, which could take several years and
occur close to resolution of the matter.

Each of the risks outlined above could result in
increased regulatory supervision and affect our ability
to attract and retain customers or maintain access to
the capital markets.

Our businesses may be negatively affected by
adverse events, publicity, government scrutiny or
other reputational harm.

We are subject to reputational, legal and regulatory
risk in the ordinary course of our business. The
public perception of financial institutions remains
negative. Harm to our reputation can result from

numerous sources, including adverse publicity arising
from events occurring at BNY Mellon or in the
financial markets, our perceived failure to comply
with legal and regulatory requirements, the purported
actions of our employees, alleged financial reporting
irregularities involving ourselves or other large and
well-known companies and perceived conflicts of
interest. Our reputation could also be harmed by the
failure of an affiliate, joint venture or a vendor or
other third party with which we do business to
comply with laws or regulations. Damage to our
reputation could affect the confidence of clients,
rating agencies, regulators, employees, stockholders
and other stakeholders and could in turn have an
impact on our business and results of operations.

Additionally, governmental scrutiny from regulators,
legislative bodies and law enforcement agencies with
respect to financial services companies has remained
at elevated levels. Press coverage and other public
statements that assert some form of wrongdoing
(including, in some cases, press coverage and public
statements that do not directly involve BNY Mellon)
often result in some type of investigation or in
lawsuits. Certain enforcement authorities have
recently required admissions of wrongdoing, and in
some cases, criminal pleas, as part of the resolution of
matters brought by them against financial institutions.
Any such resolution of a matter involving BNY
Mellon could lead to increased exposure to civil
litigation, could adversely affect our reputation and
ability to do business in certain products and in
certain jurisdictions and could have other negative
effects.

A failure to deliver appropriate standards of service
and quality by either us or our vendors, or a failure to
appropriately describe our products and services can
result in customer dissatisfaction, lost revenue, higher
operating costs, heightened regulatory scrutiny and
litigation. Should any of these or other events or
factors that can undermine our reputation occur, there
is no assurance that the additional costs and expenses
that we may need to incur to address the issues giving
rise to the reputational harm would not adversely
affect our earnings and results of operations.

Acts of terrorism, natural disasters, pandemics,
global conflicts and other geopolitical events may
have a negative impact on our business and
operations.

BNY Mellon 97

Risk Factors (continued)

In conducting our business and maintaining and
supporting our global operations, which includes
vendors and other third parties, we are subject to risks
of loss from the outbreak of hostilities, acts of
terrorism, natural disasters, pandemics, global
conflicts or other similar catastrophic events that
could have a negative impact on our business and
operations. We may also be impacted by unfavorable
political, economic, legal or other developments,
including but not limited to social or political
instability, changes in governmental policies or
policies of central banks, sanctions, expropriation,
nationalization, confiscation of assets, price, capital
and exchange controls, and changes in laws and
regulations.

While we have business continuity and disaster
recovery plans in place, such events could still
damage our facilities, disrupt or delay normal
business operations (including communications and
technology), result in harm or cause travel limitations
on our employees, with a similar impact on our
clients, suppliers and counterparties. Catastrophic
events could also negatively impact the purchase of
our products and services if those events result in
reduced capital markets activity, lower asset price
levels, or disruptions in general economic activity, or
in financial market settlement functions, which could
negatively impact our business and results of
operation. In addition, war, terror attacks, political
unrest, global conflicts, efforts to combat terrorism
and other potential military activities and outbreaks
of hostilities may lead to an increase in delinquencies,
bankruptcies or defaults that could result in our
experiencing higher levels of non-performing assets,
net charge-offs and provisions for credit losses,
negatively impacting our business and operations.

Market Risk

We are dependent on fee-based business for a
substantial majority of our revenue and our fee-
based revenues could be adversely affected by
slowing in market activity, weak financial markets,
underperformance and/or negative trends in savings
rates or in investment preferences.

Our principal operational focus is on fee-based
business, which is distinct from commercial banking
institutions that earn most of their revenues from
loans and other traditional interest-generating
products and services. In 2017, approximately 78%
of our total revenue was fee-based. Our fee-based

98 BNY Mellon

businesses include investment management and
performance fees, custody, corporate trust, depositary
receipts, clearing, collateral management and treasury
services, which are highly competitive businesses.

Fees for many of our products and services are based
on the volume of transactions processed, the market
value of assets managed and administered, securities
lending volume and spreads, and fees for other
services rendered. Corporate actions, cross-border
investing, global mergers and acquisitions activity,
new debt and equity issuances, and secondary trading
volumes all affect the level of our revenues. If the
volumes of these activities decrease due to weak
financial markets or otherwise, our revenues will also
decrease, which would negatively impact our results
of operations.

Poor investment returns in our investment
management business, due to either weak market
conditions or underperformance (relative to our
competitors or to benchmarks) by funds or accounts
that we manage or investment products that we
design or sell, could result in reduced market values
of portfolios that we manage and/or administer and
may affect our ability to retain existing assets and to
attract new clients or additional assets from existing
clients. Market and regulatory trends have resulted in
increased demand for lower fee asset management
products, and for performance-based fees.
Significant declines in the volume of capital markets
activity would reduce the number of transactions we
process and the amount of securities we lend and
therefore would also have an adverse effect on our
results of operations.

Our business generally benefits when individuals
invest their savings in mutual funds and other
collective funds, unit investment trusts or exchange-
traded funds, or contribute more to defined
contribution plans. The current shift to lower fee
investment products has adversely impacted our fees.
If our investment management revenues decline, we
could have a decline in the fair value in our Asset
Management reporting unit, one of the two reporting
units in our Investment Management segment. If the
fair value of the Asset Management reporting unit
declines below its carrying value, we would be
required to take an impairment charge.

Risk Factors (continued)

Weakness and volatility in financial markets and the
economy generally may materially adversely affect
our business, results of operations and financial
condition.

As a financial institution, our Investment
Management, Depositary Receipts and Markets,
including Securities Lending, businesses, are
particularly sensitive to economic and market
conditions, including in the capital and credit
markets. When these markets are volatile or
disruptive, we could experience a decline in our
marked-to-market assets, including in our securities
portfolio and our equity investments, including seed
capital. Our results of operations may be materially
affected by conditions in the financial markets and
the economy generally, both in the U.S. and
elsewhere around the world. A variety of factors
impact global economies and financial markets,
including interest rates and their associated yield
curves, commodity pricing, such as a continued
weakness in oil prices when compared to historic
levels, certain market and political instabilities,
volatile debt and equity market values, the strength of
the U.S. dollar, high unemployment and
governmental budget deficits (including, in the U.S.,
at the federal, state and municipal level), contagion
risk from possible default by other countries on
sovereign debt, declining business and consumer
confidence and the risk of increased inflation. Any
resulting economic pressure on consumers and lack
of confidence in the financial markets may adversely
affect certain portions of our business, financial
condition and results of operations. In particular, we
face the following risks in connection with these
factors, some of which are discussed at greater length
in separate risk factors:

• Geopolitical tension and economic instability in
countries around the world can at times increase
the demand for low-risk investments, particularly
in U.S. Treasuries and the dollar. A “flight to
safety” has historically increased BNY Mellon’s
balance sheet, which has negatively impacted,
and could continue to negatively impact, our
leverage-based regulatory capital measures. A
sustained “flight to safety” has historically
triggered a decline in trading, capital markets and
cross-border activity. Declining volumes in these
activities would likely decrease our revenue,
which would negatively impact our results of
operations, financial condition and, if sustained in
the long term, our business.

• The fees earned by our Investment Management
business are higher as assets under management
and/or investment performance increase. Those
fees are also impacted by the composition of the
assets under management, with higher fees for
some asset categories as compared to others.
Uncertain and volatile capital markets could
result in reductions in assets under management
because of investors’ decisions to withdraw assets
or from simple declines in the value of assets
under management as markets decline. At Dec.
31, 2017, we estimate that a 5% change in global
equity markets, spread evenly throughout the
year, would impact fee revenue by less than 1%
and diluted earnings per common share by $0.03
to $0.05.

• Market conditions resulting in lower transaction
volumes could have an adverse effect on the
revenues and profitability of certain of our
businesses such as clearing, settlement, payments
and trading.

• Uncertain and volatile capital markets,

particularly declines, could reduce the value of
our investments in securities, including pension
and other post-retirement plan assets.

• Derivative instruments we hold to hedge and
manage exposure to market risks including
interest rate risk, equity price risk, foreign
currency risk and credit risk associated with our
products and businesses might not perform as
intended or expected, resulting in higher realized
losses and unforeseen stresses on liquidity. Our
derivative-based hedging strategies also rely on
the performance of counterparties to such
derivatives. These counterparties may fail to
perform for various reasons resulting in losses on
under-collateralized positions.

• Continuing relative weakness in oil prices, or a
decline, may continue to negatively impact
capital markets and may impact the ability of
certain of our clients, including oil and gas
exploration and production companies and
sovereign funds in oil-exporting countries, to
continue using our services or repay outstanding
loans. Increased defaults among oil and gas
exploration and production companies may also
negatively impact the high-yield market and our
high-yield funds.

BNY Mellon 99

Risk Factors (continued)

• Market volatility could produce downward

pressure on our stock price and credit availability
without regard to our underlying financial
strength.

• The process we use to estimate our projected
credit losses and to ascertain the fair value of
securities held by us is subject to uncertainty in
that it requires use of statistical models and
difficult, subjective and complex judgments,
including forecasts of economic conditions and
how these conditions might impair the ability of
our borrowers and others to meet their
obligations. In uncertain and volatile capital
markets, our ability to estimate our projected
credit losses may be impaired, which could
adversely affect our overall profitability and
results of operations.

For a discussion of our management of market risk,
see “Risk Management – Market risk.”

The United Kingdom’s referendum decision to leave
the EU has had and may continue to have negative
effects on global economic conditions, global
financial markets, and our business and results of
operations.

In 2016, the UK voted to leave the EU in a nation-
wide referendum. This has created an uncertain
political and economic environment in the UK, and
may create such environments in other EU member
states. Political and economic uncertainty has in the
past led to, and the outcome of the referendum and
the withdrawal of the UK from the EU could lead to,
declines in market liquidity and activity levels,
volatile market conditions, a contraction of available
credit, lower or negative interest rates, weaker
economic growth and reduced business confidence.

Following the referendum and the commencement of
the exit negotiations between the UK and the EU, the
long-term nature of the UK’s relationship with the EU
remains unclear, and there is considerable uncertainty
as to when the framework for any such relationship
governing both the access of the UK to EU markets
and vice versa will be determined and implemented.
As a result, we, including our European affiliates,
may face additional operational, regulatory and
compliance costs. In addition, the regulatory, tax and
supervisory regimes applicable to our European
operations are expected to change; however, the
nature and timing of such changes are uncertain and

100 BNY Mellon

cannot be predicted. Certain of our European
operations are conducted through subsidiaries located
in the UK and other EU member states. If our UK
subsidiaries are not able to retain their EU financial
services “passport,” or an equivalent version of
access to enable cross-border services throughout the
EU single market without needing to obtain local
authorizations then we may incur costs to move
operations and, potentially, personnel from our UK
operations to our operations in other EU member
states. The outcome of the UK’s decision to exit the
EU has also created uncertainty with regard to
divergent regulatory standards, which may affect the
operational capabilities such as the transfer of data
between the UK and EU after the UK leaves the EU.

Following the referendum, volatility in the exchange
rate for the British pound has increased. A decrease
in the British pound compared to the U.S. dollar
would negatively impact our Investment Management
business, which typically has more non-U.S. dollar
denominated revenues than expenses. Volatility in
exchange rates may also have a negative effect on our
Investment Services business, which typically has
more non-U.S. dollar denominated expenses than
revenues.

The effects of the result of the referendum and the
UK’s decision to exit the EU, including those
described above, could adversely affect our business,
results of operations and financial condition.

Changes in interest rates and yield curves could
have a material adverse effect on our profitability.

We earn revenue, known as “net interest revenue,” on
the difference between the interest income earned on
our interest-earning assets, such as the loans we make
and the securities we hold in our investment securities
portfolio, and the interest expense incurred on our
interest-bearing liabilities, such as deposits and
borrowed money. Our net interest margin, which is
the result of dividing net interest revenue by average
interest-earning assets, and our cash flows, are
sensitive to changes in the spread between short-term
and long-term interest rates (the “yield curve”). Our
net interest margin tends to increase in a positive
yield curve environment and decrease when the yield
curve flattens or inverts. Notwithstanding the recent
increase in the Fed Funds target rate to between
1.25% and 1.50%, we remain in a historically low-
rate environment. A continuing low rate environment
combined with a flattening of the yield curve may

Risk Factors (continued)

adversely impact our revenue and results of
operations by compressing our net interest spreads,
particularly if we are unable to replace our higher-
yielding maturing assets with assets of comparable
yields, which will constrain our ability to achieve
desired net interest margins.

The 75 basis point rise in rates in the past year, or
future rate rises, could trigger one or more of the
following, which could adversely impact our
business, results of operations and financial
condition, including:

•

less liquidity in bonds and fixed-income funds in
the case of a sharp rise in interest rates resulting
in lower performance, yield and fees;

increased number of delinquencies, bankruptcies
or defaults and more nonperforming assets and
net charge-offs, as borrowers may have more
difficulty making higher interest payments;

difficulty in modeling predicted deposit levels
and depositor behavior, which could impact our
ability to manage liquidity and capital;

decreases in deposit levels and higher
redemptions from our fixed-income funds or
separate accounts, as clients move funds into
investments with higher rates of return;

decreases in stable deposit levels, which may
result in further pressure on our LCR measure;

a decline in our risk-based capital ratios;

reduction in accumulated other comprehensive
income (“OCI”) in our shareholders’ equity and
therefore our tangible common equity due to the
impact of rising long term rates on our available-
for-sale securities in our investment portfolio; or

•

higher funding costs.

A more detailed discussion of the interest rate and
market risks we face is contained in “Risk
Management.”

We may experience write-downs of securities that we
own and other losses related to volatile and illiquid
market conditions, reducing our earnings and
impacting our financial condition.

We maintain an investment securities portfolio of
various holdings, types and maturities. At Dec. 31,
2017, these securities were primarily classified as
available-for-sale, which are recorded on our balance
sheet at fair value with unrealized gains or losses
reported as a component of accumulated other
comprehensive income, net of tax. The securities in
our held-to-maturity portfolio, recorded on our
balance sheet at amortized cost, were $40.8 billion
and comprised approximately 34% of our investment
securities portfolio at Dec. 31, 2017. To the extent
unhedged, the accounting and regulatory treatment of
our investment securities portfolio in an available-for-
sale accounting environment may have more
volatility than a more traditional held-for-investment
loan portfolio, or a securities portfolio comprised
exclusively of U.S. Treasury securities.

Our investment securities portfolio represents a
greater proportion of our consolidated total assets
(approximately 32% at Dec. 31, 2017), and our loans
represent a smaller proportion of our consolidated
total assets (approximately 17% at Dec. 31, 2017), in
comparison to many other major U.S. financial
institutions due to our custody and trust bank business
model. As such, our capital levels and results of
operations and financial condition are materially
exposed to the risks associated with our investment
portfolio.

If any of our available-for-sale securities experience
an other-than-temporary impairment, it would
negatively impact our earnings. If our held-to-
maturity securities experience a loss in fair value, it
would negatively impact the fair value of our
securities portfolio, although it would not impact our
earnings unless a credit event occurred. Many of
these securities experienced significant liquidity,
valuation and credit quality deterioration during the
2008 financial crisis and could experience a similar
deterioration in another financial crisis. U.S. state
and municipal bonds have been experiencing stress in
light of fiscal concerns.

Under the U.S. capital rules, after-tax changes in the
fair value of available-for-sale investment securities
are included in CET1 capital. Since loans held for
investment, or securities in a held-to-maturity
accounting classification, are not subject to a fair-
value accounting framework, changes in the fair
value of these instruments (other than incurred credit
losses) are not similarly included in the determination
of CET1 capital. As a result, we may experience

BNY Mellon 101

Risk Factors (continued)

increased variability in our CET1 capital relative to
those other major financial institutions who maintain
a lower proportion of their consolidated total assets in
an available-for-sale accounting classification.

the sensitivity of and risks associated with the market
value of portfolio investments and interest rates, refer
to “Critical accounting estimates - Fair value -
Securities” and “- Other-than-temporary impairment.”

Generally, the fair value of available-for-sale
securities in the securities portfolio is determined
based upon market values available from third-party
sources. During periods of market disruption, it may
be difficult to value certain of our investment
securities if trading becomes less frequent and/or
market data becomes less observable. As a result,
valuations may include inputs and assumptions that
are less observable or require greater estimation and
judgment as well as valuation methods which are
more complex. These values may not be ultimately
realizable in a market transaction, and such values
may change very rapidly as market conditions change
and valuation assumptions are modified. Decreases
in value may have a material adverse effect on our
results of operations or financial condition. If any of
our securities suffer credit losses, as we experienced
with some of our investments in 2009, we may
recognize the credit losses as an other-than-temporary
impairment which could impact our revenue in the
quarter in which we recognize the losses. The
decision on whether to record an other-than-
temporary impairment or write-down is determined in
part by management’s assessment of the financial
condition and prospects of a particular issuer,
projections of future cash flows and recoverability of
the particular security. Management’s conclusions on
such assessments are highly judgmental and include
assumptions and projections of future cash flows
which may ultimately prove to be incorrect as
assumptions, facts and circumstances change. On the
other hand, securities held in a held-to-maturity
accounting environment are limited in the actions we
can take absent a significant deterioration in the
issuer’s creditworthiness. Therefore, we may be
constrained in our ability to liquidate a held-to-
maturity security that is deteriorating in value, which
would negatively impact the fair value of our
securities portfolio. If our determinations change
about our intention or ability to not sell securities that
have experienced a reduction in fair value below their
amortized cost, we could be required to recognize an
other-than-temporary loss in earnings for the entire
difference between fair value and amortized cost.

For information regarding our investment securities
portfolio, refer to “Consolidated balance sheet review
- Investment securities” and for information regarding

102 BNY Mellon

Ongoing concerns about the financial stability of
certain countries, new barriers to global trade or a
breakup of the EU or Eurozone could have a
material adverse effect on our business and results
of operations.

There remain ongoing concerns about the financial
stability of certain countries, including the possibility
of sovereign debt defaults and bank failures. This has
led to, and could continue to lead to, declines in
market liquidity, a contraction of available credit, and
diminished economic growth and business confidence
in those countries, with potential collateral
consequences to other countries as well.

Recent political developments in the U.S. and Europe
may result in new barriers to global business,
including a partial or full break-up of the EU,
Eurozone or the North American Free-Trade
Agreement (“NAFTA”), which could lead to
redenomination of certain obligations of obligors in
exiting countries. Any such exit and redenomination
would cause significant uncertainty with respect to
outstanding obligations of counterparties and debtors
in any exiting country, whether sovereign or
otherwise, and could lead to complex and lengthy
disputes and litigation. Barriers to global business, or
even the anticipation of such barriers, could create
market uncertainty and stress, which could cause,
among other things, severe disruption to equity
markets, significant increases in bond yields
generally, potential failure or default of financial
institutions, including those of systemic importance, a
significant decrease in global liquidity, a freeze-up of
global credit markets and a potential worldwide
recession. Any of these events could have a material
adverse impact on our business or results of
operations.

We are primarily exposed to disruptions in global
markets in a number of principal areas - on our
balance sheet, in certain interest-bearing deposits
with banks, loans, trading assets and investment
securities, as well as fee revenue. Additionally,
market disruptions could lead to, among other things,
a negative impact on our fee revenue and a “flight to
safety,” triggering increased client deposits and
altering the size and composition of our balance

Risk Factors (continued)

sheet, which could adversely impact our leverage-
based regulatory capital measures. For additional
information regarding our exposure to certain
countries, please see “International operations -
Country risk exposure.”

Our international clients accounted for 36% of our
revenue in 2017. Given the scope of our global
operations, clients and counterparties, persistent
disruptions in the global financial markets, or the
attempt of a country to abandon the euro or persistent
weakness in a leading global currency could have a
material adverse impact on our business or results of
operations.

Our businesses and operations from time to time enter
into new regions. Various countries have experienced
severe economic and financial disruptions, including
significant devaluations of their currencies, defaults
or threatened defaults on sovereign debt, capital and
currency exchange controls, and low or negative
growth rates in their economies. Crime, corruption,
war or military actions, and a lack of an established
legal and regulatory framework are additional
challenges. Revenue from international operations
and trading in non-U.S. securities and other
obligations may be subject to negative fluctuations as
a result. The possible effects of any of these
conditions may adversely affect our business and
results of operations.

Our FX revenue may be adversely affected by
decreases in market volatility and the cross-border
investment activity of our clients.

Our foreign exchange trading generates revenues
which are 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 exchange hedging
activities. Our clients’ cross-border investing activity
could decrease in reaction to economic and political
uncertainties, including changes in laws or
regulations governing cross-border transactions, such
as currency controls or tariffs. Uncertainties resulting
from terrorist attacks and/or military actions may also
negatively affect cross-border investments activity,
which could negatively impact revenue.

Volumes and/or spreads in some of our products tend
to benefit from currency volatility and are likely to
decrease during times of lower currency volatility.
Our revenues also depend on our ability to manage

the risk associated with the currency transactions we
execute and program pricing.

Furthermore, a shift by custody clients from the
standing instruction programs to other trading options
combined with competitive market pressures on the
foreign exchange business may negatively impact our
FX revenue. Continued growth of electronic FX
trading capabilities is resulting in a shift of volume to
lower margin channels.

Credit and Liquidity Risk

The failure or perceived weakness of any of our
significant counterparties, many of whom are major
financial institutions and sovereign entities, and our
assumption of credit and counterparty risk, could
expose us to loss and adversely affect our business.

We have exposure to clients and counterparties in
many different industries, particularly financial
institutions, as a result of trading, clearing and
financing, providing custody services, securities
lending services or other relationships. We routinely
execute transactions with global clients and
counterparties in the financial industry as well as
sovereigns and other governmental or quasi-
governmental entities. Our direct exposure consists
of the extension of secured and unsecured credit to
clients and use of our balance sheet. In addition to
traditional credit activities, we also extend intraday
credit in order to facilitate our various processing,
settlement and intermediation activities. Our ability
to engage in funding or other transactions could be
adversely affected by the actions and commercial
soundness of other financial institutions or sovereign
entities, as defaults or non-performance (or even
uncertainty concerning such default or non-
performance) by one or more financial institutions, or
the financial services industry generally, have in the
past led to market-wide liquidity problems and could
lead to losses or defaults by us or by other institutions
(including our counterparties and/or clients) in the
future. The consolidation and failures of financial
institutions during the last financial crisis increased
the concentration of our client and counterparty risk.

As a result of our membership in several industry
clearing or settlement exchanges and central
counterparty clearinghouses, we may be required to
guarantee obligations and liabilities or provide
financial support in the event that other members do
not honor their obligations or default. These

BNY Mellon 103

Risk Factors (continued)

obligations may be limited to members that dealt with
the defaulting member or to the amount (or a multiple
of the amount) of our contribution to a clearing or
settlement exchange guarantee fund, or, in a few
cases, the obligation may be unlimited.

The degree of client demand for short-term credit also
tends to increase during periods of market turbulence,
exposing us to further credit-related risks. For
example, investors in mutual funds for which we act
as custodian may engage in significant redemption
activity due to adverse market or economic
conditions. We may then extend intraday credit to
our fund clients in order to facilitate their ability to
pay such redemptions. This may negatively impact
our leverage-based capital ratios, and in times of
sustained market volatility, may result in significant
leverage-based ratio declines.

When we provide credit to clients in connection with
providing cash management, clearing, custodial and
other services, we are exposed to potential loss if the
client experiences credit difficulties. We are also
generally not able to net exposures across affiliated
clients or counterparties and may not be able to net
exposures to the same legal entity across multiple
products. In addition, we may incur a loss in relation
to one entity or product even though our exposure to
one of the entities’ affiliates is over-collateralized.
Moreover, not all of our client or counterparty
exposure is secured.

In our agency securities lending program, we act as
lender’s agent on behalf of our clients, the lenders of
securities, in securities lending transactions with our
clients’ counterparties (including broker-dealers),
acting as borrowers, wherein securities are lent by our
clients and the securities loans are collateralized by
cash or securities posted by such counterparties.
Typically, in the case of cash collateral, our clients
authorize us as their agent to invest the cash collateral
in approved investments pursuant to each client’s
investment guidelines and instructions. Such
approved investments may include reverse repurchase
transactions with repo counterparties. In many cases,
in the securities loans we enter into on behalf of our
clients, we contractually agree to replace the client’s
loaned securities that the borrower failed to return
due to certain defaults by the borrower, mainly the
borrower’s insolvency. Therefore, in situations where
the market value of the loaned securities that the
borrower failed to return to a client (which loaned
securities we are obligated to replace and return to the

104 BNY Mellon

client) exceeds the amount of proceeds resulting from
the liquidation of the client’s approved investments
and cash and non-cash collateral of such client, we
may be responsible for the shortfall amount necessary
to purchase any replacement securities. In addition,
in certain cases, we may also undertake the risk of
loss in certain circumstances related to approved
investments that are reverse repurchase transactions
as described above. In these two scenarios, we, rather
than our clients, are exposed to the risks of the
defaulting counterparty in the securities lending
transactions and, where applicable, in the reverse
repurchase transactions. For further discussion on
our securities lending indemnifications, see
“Commitments and contingent liabilities - Off-
balance sheet arrangements” in Note 20 of the Notes
to Consolidated Financial Statements.

From time to time, we assume concentrated credit
risk at the individual obligor, counterparty or group
level, potentially exposing us to a single market or
political event or a correlated set of events. For
example, we may be exposed to defaults by
companies located in countries with deteriorating
economic conditions or by companies in certain
industries. Such concentrations may be material.
Our material counterparty exposures change daily,
and the counterparties or groups of related
counterparties to which our risk exposure is material
also vary during any reported period; however, our
largest exposures tend to be to other financial
institutions, clearing organizations, and governmental
entities, both inside and outside the U.S.
Concentration of counterparty exposure presents
significant risks to us and to our clients because the
failure or perceived weakness of our counterparties
(or in some cases of our clients’ counterparties) has
the potential to expose us to risk of financial loss.
Changes in market perception of the financial
strength of particular financial institutions or
sovereign issuers can occur rapidly, are often based
on a variety of factors and are difficult to predict.

Although our overall business is subject to these
interdependencies, several of our businesses are
particularly sensitive to them, including our currency
and other trading activities, our securities lending and
securities finance businesses and our investment
management business. If we experience any of the
losses described above, it may materially and
adversely affect our results of operations.

Risk Factors (continued)

We are also subject to the risk that our rights against
third parties may not be enforceable in all
circumstances. In addition, deterioration in the credit
quality of third parties whose securities or obligations
we hold, including a deterioration in the value of
collateral posted by third parties to secure their
obligations to us under derivatives contracts and other
agreements, could result in losses and/or adversely
affect our ability to rehypothecate or otherwise use
those securities or obligations for liquidity purposes.
Disputes with clients and counterparties as to the
valuation of collateral can significantly increase in
times of market stress and illiquidity. In addition,
disruptions in the liquidity or transparency of the
financial markets may result in our inability to sell,
syndicate or realize the value of our positions,
thereby leading to increased concentrations. An
inability to reduce our positions may not only
increase the market and credit risks associated with
such positions, but may also increase the level of
RWA on our balance sheet, thereby increasing our
capital requirements and funding costs, all of which
could adversely affect the operations and profitability
of our businesses.

Under evolving regulatory restrictions on credit
exposure, which include a broadening of the measure
of credit exposure, we may be required to limit our
exposures to specific obligors or groups, including
financial institutions, to levels that we may currently
exceed. These credit exposure restrictions under such
evolving regulations may adversely affect our
businesses and may require us to modify our
operating models or the policies and practices we use.

Our business, financial condition and results of
operations could be adversely affected if we do not
effectively manage our liquidity.

BNY Mellon’s operating model and overall strategy
rely heavily on our access to financial market utilities
and global capital markets. Without such access, it
would be difficult to process payments and settle and
clear transactions on behalf of our clients.
Deterioration in our liquidity position, whether actual
or perceived, can impact our market access by
affecting participants’ willingness to transact with us.
Changes to our liquidity can be caused by various
factors, such as funding mismatches, market
constraints disabling asset to cash conversion,
inability to issue debt, run-off of core deposits, and
contingent liquidity events such as additional
collateral posting. Changes in economic conditions

or exposure to credit, market, operational, legal and
reputational risks can also affect our liquidity.

Our business is dependent in part on our ability to
meet our cash and collateral obligations at a
reasonable cost for both expected and unexpected
cash flows. We also must manage liquidity risks on
an intraday basis, in a manner designed to ensure that
we can access required funds during the business day
to make payments or settle immediate obligations,
often in real time. We receive client deposits through
a variety of investment management and investment
servicing businesses and we rely on those deposits as
a low-cost and stable source of funding. Our ability
to continue to receive those deposits, and other short-
term funding sources, is subject to variability based
on a number of factors, including volume and
volatility in the global securities markets, the relative
interest rates that we are prepared to pay for those
deposits, and the perception of the safety of those
deposits or other short-term obligations relative to
alternative short-term investments available to our
clients. We could lose deposits if we suffer a
significant decline in the level of our business
activity, our credit ratings are materially downgraded,
interest rates rise, or we are subject to significant
negative press or significant regulatory action or
litigation, among other reasons. If we were to lose a
significant amount of deposits we may need to
replace such funding with more expensive funding
and/or reduce assets, which would reduce our net
interest revenue.

In addition, the Parent’s access to the debt capital
markets is a significant source of liquidity. Events or
circumstances often outside of our control, such as
market disruptions, government fiscal and monetary
policies, or loss of confidence by securities
purchasers or counterparties in us or in the funds
markets, could limit our access to capital markets,
increase our cost of borrowing, adversely affect our
liquidity, or impair our ability to execute our business
plan. In addition, clearing organizations, regulators,
clients and financial institutions with which we
interact may exercise the right to require additional
collateral based on market perceptions or market
conditions, which could further impair our access to
and cost of funding. Market perception of sovereign
default risks can also lead to inefficient money
markets and capital markets, which could further
impact BNY Mellon’s funding availability and cost.
Conversely, if we experience excess liquidity inflows,
it could increase interest expense, limit our financial

BNY Mellon 105

Risk Factors (continued)

flexibility, and increase the size of our total assets in a
manner that could have a negative impact on our
capital ratios.

Adopted and proposed regulations have been
designed to address certain liquidity risks of large
banking organizations, including BNY Mellon. The
LCR and the Dodd-Frank Act’s enhanced prudential
standards impose liquidity management requirements
on us that require us to increase our holdings of
highly liquid, but potentially lower-yielding assets.
These regulations also impact our ability to hold
certain deposits deemed to pose a higher risk of
runoff in the event of financial distress.

Under the U.S. capital rules, the size of the capital
surcharge that applies to U.S. G-SIBs is based in part
on a U.S. G-SIB’s reliance on short-term wholesale
funding, including certain types of deposit funding,
which may increase the cost of such funding.
Furthermore, certain non-U.S. authorities, including
the European Commission, have proposed legislation
or regulations requiring large banks to incorporate a
separate subsidiary in countries in which they
operate, and to maintain independent capital and
liquidity at foreign subsidiaries. If adopted, these
requirements could hinder our ability to efficiently
manage our funding and liquidity in a centralized
manner. There can be no assurances that these
measures will be successful in limiting BNY Mellon’s
liquidity risk.

In addition, our cost of funding could be affected by
actions that we may take in order to satisfy applicable
LCR and NSFR requirements, to lower our G-SIB
surcharge, to satisfy the amount of eligible long-term
debt outstanding under the TLAC Rule, to address
obligations under our resolution plan or to satisfy
regulatory requirements in non-U.S. jurisdictions
relating to the pre-positioning of liquidity in certain
subsidiaries.

If we are unable to raise funds using the methods
described above, we would likely need to finance or
liquidate unencumbered assets, such as our central
bank deposits and bank placements, or securities in
our investment portfolio to meet funding needs. We
may be unable to sell some of our assets, or we may
have to sell assets at a discount from market value,
either of which could adversely affect our financial
condition and results of operations. Further, our
ability to sell assets may be impaired if other market
participants are seeking to sell similar assets at the

106 BNY Mellon

same time, which could occur in a liquidity or other
market crisis. Additionally, if we experience cash
flow mismatches, deposit run-off or market
constraints resulting from our inability to convert
assets to cash or access capital markets, our liquidity
could be severely impacted. During periods of
market uncertainty, our level of client deposits has in
recent years tended to increase; however, because
these deposits have high potential run-off rates, we
have historically deposited these so-called excess
deposits with central banks and in other highly liquid
and low-yielding instruments.

If we are unable to continue to fund our assets
through deposits or access capital markets on
favorable terms or if we suffer an increase in our
borrowing costs or otherwise fail to manage our
liquidity effectively, our liquidity, net interest margin,
financial results and condition may be materially
adversely affected. In certain cases, this could
require us to raise additional capital through the
issuance of preferred or common stock, which could
dilute the ownership of existing stockholders, and/or
reduce our common stock dividend to preserve
capital.

For a further discussion of our liquidity, see
“Liquidity and dividends.”

Any material reduction in our credit ratings or the
credit ratings of our principal bank subsidiaries,
The Bank of New York Mellon or BNY Mellon,
N.A., could increase the cost of funding and
borrowing to us and our rated subsidiaries and have
a material adverse effect on our results of
operations and financial condition and on the value
of the securities we issue.

Our debt and preferred stock and the debt and
deposits of our principal bank subsidiaries, The Bank
of New York Mellon and BNY Mellon, N.A., are
currently rated investment grade by the major rating
agencies. These rating agencies regularly evaluate us
and our rated subsidiaries and their outlook on us and
our rated subsidiaries. Their credit ratings are based
on a number of factors, including our financial
strength, performance, prospects and operations as
well as factors not entirely within our control,
including conditions affecting the financial services
industry generally as well as the U.S. government.
Rating agencies employ different models and
formulas to assess the financial strength of a rated
company, and from time to time rating agencies have,

Risk Factors (continued)

in their discretion, altered these models. Changes to
rating agency models, general economic conditions,
or other circumstances outside of our control could
impact a rating agency’s judgment of the rating or
outlook it assigns us or our rated subsidiaries.

In view of the difficulties experienced during the
2008 financial crisis by many financial institutions,
we believe that the rating agencies have heightened
their level of scrutiny, increased the frequency and
scope of their credit reviews, have requested
additional information, and have adjusted upward the
requirements employed in their models for
maintenance of rating levels. There can be no
assurance that we or our rated subsidiaries will
maintain our respective credit ratings or outlook on
our securities.

A material reduction in our credit ratings or the credit
ratings of our rated subsidiaries could have a material
adverse effect on our access to credit markets, the
related cost of funding and borrowing, our credit
spreads, our liquidity and on certain trading revenues,
particularly in those businesses where counterparty
creditworthiness is critical. In addition, in connection
with certain over-the-counter derivatives contracts
and other trading agreements, counterparties may
require us or our rated subsidiaries to provide
additional collateral or to terminate these contracts
and agreements and collateral financing arrangements
in the event of a credit ratings downgrade below
certain ratings levels. The requirement to provide
additional collateral or terminate these contracts and
agreements could impair our liquidity by requiring us
to find other sources of financing or to make
significant cash payments or securities movements. A
downgrade by any one rating agency, depending on
the agency’s relative ratings of the firm at the time of
the downgrade, may have an impact comparable to
the impact of a downgrade by all rating agencies. If a
rating agency downgrade were to occur during
broader market instability, our options for responding
to events may be more limited and more expensive.
An increase in the costs of our funding and
borrowing, or an impairment of our liquidity, could
have a material adverse effect on our results of
operations and financial condition. A material
reduction in our credit ratings also could decrease the
number of investors and counterparties willing or
permitted to do business with or lend to us and
adversely affect the value of the securities we have
issued or may issue in the future.

We cannot predict what actions rating agencies may
take, or what actions we may elect or be required to
take in response thereto, which may adversely affect
us. Our and our subsidiaries’ ratings could be
downgraded at any time and without any notice by
any of the rating agencies. For further discussion on
the impact of a credit rating downgrade, see
“Disclosure of contingent features in OTC derivative
instruments” in Note 21 of the Notes to Consolidated
Financial Statements.

We could incur losses if our allowance for credit
losses, including loan and lending related
commitments reserves, is inadequate.

When we loan money, commit to loan money or
provide credit or enter into another contract with a
counterparty, we incur credit risk, or the risk of loss if
our borrowers do not repay their loans or our
counterparties fail to perform according to the terms
of their agreements. Our revenues and profitability
are adversely affected when our borrowers default, in
whole or in part, on their loan obligations to us or
when there is a significant deterioration in the credit
quality of our loan portfolio. We reserve for potential
future credit losses by recording a provision for credit
losses through a charge to earnings. The allowance
for loan losses and allowance for lending-related
commitments represents management’s estimate of
probable losses inherent in our credit portfolio. We
use a quantitative methodology and qualitative
framework for determining the allowance for loan
losses and the allowance for lending-related
commitments. Within this qualitative framework,
management applies judgment when assessing
internal risk factors and environmental factors to
compute an additional allowance for each component
of the loan portfolio. As is the case with any such
judgments, we could fail to identify these factors or
accurately estimate their impact. We cannot provide
any assurance as to whether charge-offs related to our
credit exposure may occur in the future. Current and
future market and economic developments may
increase default and delinquency rates and negatively
impact the quality of our credit portfolio, which may
impact our charge-offs. Although our current
estimates contemplate current conditions and how we
expect them to change in the future, it is reasonably
possible that actual conditions could be worse than
anticipated in those estimates, which could materially
affect our results of operations and financial
condition. See “Critical accounting estimates.”

BNY Mellon 107

Risk Factors (continued)

Strategic Risk

New lines of business, new products and services or
transformational or strategic project initiatives may
subject us to additional risks, and the failure to
implement these initiatives could affect our results
of operations.

From time to time, we may launch new lines of
business, offer new products and services within
existing lines of business or undertake
transformational or strategic projects. There are
substantial risks and uncertainties associated with
these efforts. We invest significant time and
resources in developing and marketing new lines of
business, products and services and executing on our
transformational and strategic initiatives. For
example, we have devoted considerable resources to
developing new technology solutions for our clients.
If these technology solutions are not successful, it
could adversely impact our reputation, business and
results of operations.

Regulatory requirements can affect whether
initiatives are able to be brought to market in a
manner that is timely and attractive to our customers.
Initial timetables for the development and
introduction of new lines of business or new products
or services and price and profitability targets may not
be met. Furthermore, our revenues and costs may
fluctuate because new businesses or products and
services generally require startup costs while
revenues may take time to develop, which may
adversely impact our results of operations.

From time to time we undertake transformational or
strategic project initiatives. Significant effort and
resources are necessary to manage and oversee the
successful completion of these initiatives. These
initiatives often place significant demands on
management and a limited number of employees with
subject matter expertise and may involve significant
costs to implement as well as increase operational
risk as employees learn to process transactions under
new systems. The failure to properly execute on
these transformational or strategic initiatives could
adversely impact our business, reputation and results
of operations.

We are subject to competition in all aspects of our
business, which could negatively affect our ability to
maintain or increase our profitability.

108 BNY Mellon

Many businesses in which we operate are intensely
competitive around the world. Competitors include
other banks, trading firms, broker-dealers, investment
banks, asset managers, insurance companies,
financial technology firms and a variety of other
financial services and advisory companies whose
products and services span the markets in which we
operate. We compete on the basis of a number of
factors, including transaction execution, capital or
access to capital, products and services, innovation,
reputation, lending limits, rates and price. Larger and
more geographically diverse companies, and financial
technology firms that are not subject to the same level
of regulation, may be able to offer financial products
and services at more competitive prices than we are
able to offer. Pricing pressures, as a result of the
willingness of competitors to offer comparable or
improved products or services at a lower price, may
result in a reduction in the price we can charge for our
products and services, which could, and in some
cases has, negatively affected our ability to maintain
or increase our profitability. Low economic growth
may result in clients exiting markets, which could
lead to a loss of business for us.

In addition, technological advances have made it
possible for other types of non-depository
institutions, such as financial technology firms,
outsourcing companies and data processing
companies, to offer a variety of products and services
competitive with certain areas of our business.

Markets, and the manner in which our clients interact
and transact within markets, can evolve quickly,
particularly if new or disruptive technologies are
introduced. Our failure to either anticipate, or
participate in, the transformational change within a
given market could result in potential negative
financial impact. Competitors may develop
technological advances that could negatively impact
our transaction execution or the pricing of our
clearing, settlement, payments and trading activities.
Increased competition in any of these areas may
require us to make additional capital investments in
our businesses in order to remain competitive. For
example, along with other financial institutions, we
are researching ways to adapt robotics and distributed
ledger technology to bank services. If we are not able
to adapt these technologies as successfully as our
peers, we may become less competitive. In addition,
even if successful from a competitive standpoint, the
use and implementation of new and emerging

Risk Factors (continued)

technologies may increase the risk that we experience
cybersecurity or other information technology events.

Furthermore, recently implemented and proposed
regulations may impact our ability to conduct certain
of our businesses in a cost-effective manner or at all.
The more restrictive laws and regulations applicable
to the largest U.S. financial services institutions,
including the U.S. capital rules, can put us at a
competitive disadvantage relative to both our non-
U.S. competitors and certain U.S. competitors. See
“Supervision and Regulation.”

Our business may be adversely affected if we are
unable to attract and retain employees.

Our success depends, in large part, on our ability to
attract new employees, retain and motivate our
existing employees, and continue to compensate our
employees competitively amid heightened regulatory
restrictions. Competition for the most skilled
employees in most activities in which we engage can
be intense, and we may not be able to recruit and
retain key personnel.

We rely on certain employees with subject matter
expertise to assist in the implementation of important
initiatives. As technology and risk management
increase in focus in the financial industry,
competition for technologists and risk personnel has
intensified, which could constrain our ability to
execute on certain of our strategic initiatives.

Our ability to attract and retain key executives and
other employees may be negatively affected by recent
legislation and other existing restrictions applicable to
incentive and other compensation programs,
including new limits on our ability to deduct for
federal income tax purposes compensation in excess
of $1 million paid to certain current and former
executives, as well as deferral, clawback
requirements and other limits on incentive
compensation. Some of these restrictions may not
apply to some of our competitors and to other
institutions with which we compete for talent.

The loss of employees’ skills, knowledge of the
market, industry experience, and the cost of finding
replacements may hurt our business. If we are unable
to continue to attract and retain highly qualified
employees, our performance, including our
competitive position, could be adversely affected.

Our strategic transactions present risks and
uncertainties and could have an adverse effect on
our business, results of operations and financial
condition.

From time to time, to achieve our strategic objectives,
we have acquired, disposed of, or invested in
(including through joint venture relationships)
companies and businesses, and may do so in the
future. Our ability to pursue or complete strategic
transactions is in certain instances subject to
regulatory approval and we cannot be certain when or
if, or on what terms and conditions, any required
regulatory approvals would be granted. Moreover, to
the extent we pursue a strategic transaction, there can
be no guarantee that the transaction will close when
anticipated, or at all. If a strategic transaction does
not close, or if the strategic transaction fails to
maximize shareholder value or required regulatory
approval is not obtained, it could have an adverse
effect on our business, results of operations and
financial condition.

Each acquisition poses integration challenges,
including successfully retaining and assimilating
clients and key employees, capitalizing on certain
revenue synergies and integrating the acquired
company’s culture, control functions, systems and
technology. In some cases, acquisitions involve entry
into new businesses or new geographic or other
markets, and these situations also present risks and
uncertainties in instances where we may be
inexperienced in these new areas. We may be
required to spend a significant amount of time and
resources to integrate these acquisitions. The
anticipated integration benefits may take longer to
achieve than projected and the time and cost needed
to consolidate control functions, platforms and
systems may significantly exceed our estimates. If
we fail to successfully integrate strategic acquisitions,
including doing so in a timely and cost-effective
manner, we may not realize the expected benefits,
which could have an adverse impact on our business,
financial condition and results of operations. In
addition, we may incur expenses, costs, losses,
penalties, taxes and other liabilities related to the
conduct of the acquired businesses prior to the date of
our ownership (including in connection with the
defense and/or settlement of legal and regulatory
claims, investigations and proceedings) which may
not be recoverable through indemnification or
otherwise. If the purchase price we pay in an
acquisition exceeds the fair value of assets acquired

BNY Mellon 109

Risk Factors (continued)

less the liabilities we assume, then we may need to
recognize goodwill on our consolidated balance
sheet. Goodwill is an intangible asset that is not
eligible for inclusion in regulatory capital under
applicable requirements. Further, if the value of the
acquisition declines, we may be required to record an
impairment charge.

Each disposition also poses challenges, including
separating the disposed businesses, products and
systems in a way that is cost-effective and is not
disruptive to us or our customers. In addition, the
inherent uncertainty involved in the process of
evaluating, negotiating or executing a potential sale
of one of our companies or businesses may cause the
loss of key clients, employees and business partners
which could have an adverse impact on our business,
financial condition and results of operations.

Joint ventures and non-controlling investments
contain potentially increased financial, legal,
reputational, operational, regulatory and/or
compliance risks. Notwithstanding our controls and
risk management framework, which are designed to
manage these risks, we may be dependent on joint
venture partners, controlling shareholders or
management who may have business interests,
strategies or goals that are inconsistent with ours.
Business decisions or other actions or omissions of
the joint venture partner, controlling shareholders or
management may adversely affect the value of our
investment, impacting our results of operations, result
in litigation or regulatory action against us and
otherwise damage our reputation and brand.

Other Risks

Tax law changes, including the recent enactment of
the Tax Act, or challenges to our tax positions with
respect to historical transactions may adversely
affect our net income, effective tax rate and our
overall results of operations and financial condition.

The recent enactment of the Tax Act has reduced our
statutory tax rate and implemented a partial territorial
rather than worldwide tax system, among other
changes. We are currently analyzing the Tax Act and
will continue to analyze the Tax Act as further
guidance is issued to determine the law’s impact to
us. Our assessments of the impact of the Tax Act,
including the impact in the fourth quarter of 2017 of a
$427 million increase in net income and $551 million
decrease in the numerator of our CET1, Tier 1 and

110 BNY Mellon

Total capital ratios, is based on certain assumptions
and our interpretation of the Tax Act may change,
possibly materially, as we refine our analysis and as
further information becomes available. As a result,
our business or net income may be materially
negatively impacted. In addition, future tax laws or
the expiration of or changes in existing tax laws, or
the interpretation of those laws worldwide, could also
have a material impact on our business or net income.
Our actions taken in response to, or reliance upon,
such changes in the tax laws may impact our tax
position in a manner that may result in lower
earnings.

In the course of our business, we receive inquiries
and challenges from both U.S. and non-U.S. tax
authorities on the amount of taxes we owe. If we are
not successful in defending these inquiries and
challenges, we may be required to adjust the timing
or amount of taxable income or deductions or the
allocation of income among tax jurisdictions, all of
which can require a greater provision for taxes or
otherwise negatively affect earnings. Probabilities
and outcomes are reviewed as events unfold, and
adjustments to the reserves are made when necessary,
but the reserves may prove inadequate because we
cannot necessarily accurately predict the outcome of
any challenge, settlement or litigation or the extent to
which it will negatively affect us or our business. See
Note 10 of the Notes to Consolidated Financial
Statements for further information.

Our ability to return capital to shareholders is
subject to the discretion of our board of directors
and may be limited by U.S. banking laws and
regulations, including those governing capital and
the approval of our capital plan, applicable
provisions of Delaware law or our failure to pay full
and timely dividends on our preferred stock.

Holders of our common and preferred stock are only
entitled to receive such dividends or other
distributions of capital as our Board of Directors may
declare out of funds legally available for such
payments. Although we have historically declared
cash dividends on our common and preferred stock,
we are not required to do so. In addition to the Board
of Directors’ approval, our ability to take certain
actions, including our ability to make certain
acquisitions, declare dividends or repurchase our
common stock, is dependent on, among other things,
Federal Reserve non-objection under the annual
regulatory review of the results of the CCAR process

Risk Factors (continued)

and the supervisory stress tests required under the
Dodd-Frank Act. These evaluations, in turn, are
dependent on, among other things, our successful
demonstration that we can maintain capital levels
above regulatory minimums in the event of a stressed
market environment, as well as the Federal Reserve’s
qualitative assessment of the robustness of our capital
adequacy process and the assumptions and analysis
underlying the capital plan. There can be no
assurance that the Federal Reserve will not object to
our future capital plans or that we will perform
adequately on our supervisory stress tests. If the
Federal Reserve objects to our proposed capital
actions or we underperform on our stress tests, we
may be required to revise our stress-testing or capital
management approaches, resubmit our capital plan or
postpone, or cancel or alter our planned capital
actions, and we would not be permitted to make any
capital distributions other than those to which the
Federal Reserve has indicated in writing its non-
objection. In addition, if there have been or will be
changes in our risk profile (including a material
change in business strategy or risk exposure),
financial condition or corporate structure, we may be
required to resubmit our capital plan to the Federal
Reserve.

Our ability to accurately predict or explain the
outcome of the CCAR process is influenced by
evolving supervisory criteria. The Federal Reserve’s
annual assessment of our capital adequacy and
planning process involves not only a quantitative
assessment through the Federal Reserve’s proprietary
stress test models but also a qualitative assessment.
The qualitative assessment involves a number of
factors and is expected to continue to evolve on an
ongoing basis as a result of the Federal Reserve’s
horizontal review of capital plan submissions.
Similarly, the Federal Reserve may, as part of its
stated goal to continually evolve its annual stress
testing requirements, adjust several parameters of the
annual stress testing process, including the severity of
the stress test scenario and the addition of
components deemed important by the Federal
Reserve (e.g., a counterparty failure). Further,
because the Federal Reserve’s proprietary stress test
models and qualitative assessment may differ from
the modeling techniques and capital planning
practices employed by us, it is foreseeable that our
stress test results (using our own models, estimation
methodologies and processes) may not be consistent
with those disclosed by the Federal Reserve. In
addition, the Federal Reserve may require, at some

point in the future, that some or all of the G-SIB
surcharge or other buffers be integrated into its post-
stress test minimum capital requirements.

The Federal Reserve’s instructions for the 2018
CCAR provide that, for large BHCs like BNY
Mellon, common stock dividend payout ratios
exceeding 30% of after-tax net income available to
common shareholders under certain baseline
scenarios will receive particularly close scrutiny. A
failure to increase dividends along with our
competitors, or any reduction of, or elimination of,
our common stock dividend would likely adversely
affect the market price of our common stock, impact
our return on equity and market perceptions of BNY
Mellon.

Our ability to declare or pay dividends on, or
purchase, redeem or otherwise acquire, shares of our
common stock or any of our shares that rank junior to
preferred stock as to the payment of dividends and/or
the distribution of any assets on any liquidation,
dissolution or winding-up of BNY Mellon will be
prohibited, subject to certain exceptions, in the event
that we do not declare and pay in full dividends for
the then-current dividend period of our Series A
preferred stock or the last preceding dividend period
of our Series C, Series D, Series E or Series F
preferred stock.

In addition, regulatory capital rules that are or will be
applicable to us including the U.S. capital rules risk-
based capital requirements, the SLR, enhanced SLR,
the TLAC Rule and the U.S. G-SIB Rule may limit or
otherwise restrict how we utilize our capital,
including common stock dividends and stock
repurchases, and may require us to increase or alter
the mix of our outstanding regulatory capital
instruments.

Any requirement to increase our regulatory capital
ratios or alter the composition of our capital could
require us to liquidate assets or otherwise change our
business and/or investment plans, which may
negatively affect our financial results. Further, any
requirement to maintain higher levels of capital may
constrain our ability to return capital to shareholders
either in the form of common stock dividends or
stock repurchases.

BNY Mellon 111

Risk Factors (continued)

Changes in the method pursuant to which
the LIBOR and other benchmark rates are
determined could adversely impact our business and
results of operations.

Our floating-rate funding, certain hedging
transactions and certain of the products that we offer,
such as floating-rate loans, financing transactions and
derivatives in connection with our trading activities,
determine the applicable interest rate or payment
amount by reference to a benchmark rate, such as the
London Interbank Offered Rate (“LIBOR”), or to an
index, currency, basket or other financial metric. In
the event any such benchmark or other referenced
financial metric is significantly changed or
discontinued (for example, if LIBOR is
discontinued), there may be uncertainty as to the
calculation of the applicable interest rate or payment
amount, depending on the terms of the governing
instrument. In addition, such changes could affect
our exposure to fluctuations in interest rates (for
example, if the discontinuation of LIBOR adversely
affects the availability or cost of floating-rate
funding), result in our hedges being ineffective or
otherwise result in losses, additional costs or lower
revenues.

The Parent is a non-operating holding company,
and as a result, is dependent on dividends from its
subsidiaries and extensions of credit from its IHC to
meet its obligations, including with respect to its
securities, and to provide funds for share
repurchases and payment of dividends to its
stockholders.

The Parent is a non-operating holding company,
whose principal assets and sources of income are its
principal U.S. bank subsidiaries - The Bank of New
York Mellon and BNY Mellon, N.A. - and its other
subsidiaries, including the IHC. The Parent is a legal
entity separate and distinct from the IHC, as well as
its banks and other subsidiaries. Therefore, the
Parent primarily relies on dividends, interest,
distributions, and other payments from its
subsidiaries, including extensions of credit from the
IHC, to meet its obligations, including its obligations
with respect to its securities, and to provide funds for
share repurchases and payment of common and
preferred dividends to its stockholders, to the extent
declared by the Board of Directors.

There are various limitations on the extent to which
our bank and other subsidiaries can finance or

112 BNY Mellon

otherwise supply funds to the Parent (by dividend or
otherwise) and certain of our affiliates. Each of these
restrictions can reduce the amount of funds available
to meet the Parent’s obligations. Many of our
subsidiaries, including our bank subsidiaries, are
subject to laws and regulations that restrict dividend
payments or authorize regulatory bodies to block or
reduce the flow of funds from those subsidiaries to
the Parent or other subsidiaries. In addition, our bank
subsidiaries would not be permitted to distribute a
dividend if doing so would constitute an unsafe and
unsound practice or if the payment would reduce their
capital to an inadequate level. Our subsidiaries may
also choose to restrict dividend payments to the
Parent in order increase their own capital or liquidity
levels. For example, The Bank of New York Mellon,
our primary subsidiary, did not distribute regular
quarterly dividends to the Parent from the fourth
quarter of 2015 to the second quarter of 2017 in order
to build capital in advance of the implementation of
the SLR as a binding measure. Our bank subsidiaries
are also subject to restrictions on their ability to lend
to or transact with non-bank affiliates, minimum
regulatory capital and liquidity requirements, and
restrictions on their ability to use funds deposited
with them in bank or brokerage accounts to fund their
businesses. See “Supervision and Regulation” and
“Liquidity and dividends” and Note 17 of the Notes
to Consolidated Financial Statements. Further, we
evaluate and manage liquidity on a legal entity basis,
which may place legal and other limitations on our
ability to utilize liquidity from one legal entity to
satisfy the liquidity requirements of another,
including the Parent.

There are also limitations specific to the IHC’s ability
to make distributions or extend credit to the Parent.
The IHC is not permitted to pay dividends to the
Parent if certain key capital, liquidity and operational
risk indicators are breached, and if the resolution of
the Parent is imminent, the committed lines of credit
provided by the IHC to the Parent will automatically
terminate, with all outstanding amounts becoming
due. See “If our resolution plan is determined not to
be credible or not to facilitate an orderly resolution
under the U.S. Bankruptcy Code, our business,
reputation, results of operations and financial
condition could be materially negatively impacted.
The application of our Title I preferred resolution
strategy or resolution under the Title II orderly
liquidation authority could adversely affect our
liquidity and financial condition and our security
holders.”

Risk Factors (continued)

Because the Parent is a holding company, its rights
and the rights of its creditors, including the holders of
its securities, to a share of the assets of any subsidiary
upon the liquidation or recapitalization of the
subsidiary will be subject to the prior claims of the
subsidiary’s creditors (including, in the case of our
banking subsidiaries, their depositors) except to the
extent that the Parent may itself be a creditor with
recognized claims against the subsidiary. The rights
of holders of securities issued by the Parent to benefit
from those distributions will also be junior to those
prior claims. Consequently, securities issued by the
Parent will be effectively subordinated to all existing
and future liabilities of our subsidiaries.

Changes in accounting standards governing the
preparation of our financial statements and future
events could have a material impact on our reported
financial condition, results of operations, cash flows
and other financial data.

From time to time, the FASB, the SEC and bank
regulators change the financial accounting and
reporting standards governing the preparation of our
financial statements or the interpretation of those
standards. These changes are difficult to predict and
can materially impact how we record and report our
financial condition, results of operations, cash flows
and other financial data. In some cases, we may be
required to apply a new or revised standard

retroactively or to apply an existing standard
differently, also retroactively, in each case potentially
resulting in the restatement of our prior period
financial statements and our related disclosures.

Additionally, our accounting policies and methods are
fundamental to how we record and report our
financial condition and results of operations. The
preparation of financial statements in conformity with
U.S. GAAP requires management to make estimates
based upon assumptions about future economic and
market conditions which affect reported amounts and
related disclosures in our financial statements.
Amounts subject to estimates are items such as the
allowance for loan losses and lending-related
commitments, the fair value of financial instruments
and derivatives, other-than-temporary impairment,
goodwill and other intangibles and pension
accounting. Among other effects, such changes in
estimates could result in future impairments of
investment securities, goodwill and intangible assets
and establishment of allowances for loan losses and
lending-related commitments as well as changes in
pension and post-retirement expense. If subsequent
events occur that are materially different than the
assumptions and estimates we used, our reported
financial condition, results of operation and cash
flows may be materially negatively impacted. See
“Recent Accounting Developments” for a discussion
of recent developments to our accounting standards.

BNY Mellon 113

Recent Accounting Developments

Recently issued accounting standards

The following ASUs issued by the Financial
Accounting Standards Board (“FASB”) have not yet
been adopted.

ASU 2017-12, Derivatives and Hedging: Targeted
Improvements to Accounting for Hedging Activities

In August 2017, the FASB issued an ASU,
Derivatives and Hedging: Targeted Improvements to
Accounting for Hedging Activities. The objective of
this ASU is to improve the financial reporting of
hedging relationships to better portray the economic
results of an entity’s risk management activities and
to simplify the application of hedge accounting
guidance.

The most significant impact of the new guidance to
the Company relates to the new accounting
alternatives for fair value hedges of interest rate risk,
specifically, the ability to hedge only the benchmark
component of the contractual cash flows and partial-
term hedging. The guidance also changed
presentation and disclosure requirements and made
changes to how the shortcut method is applied, which
may result in the Company using that method going
forward for certain hedging relationships.

This ASU is effective for the first quarter of 2019,
with early adoption permitted. Certain transition
elections are available including the ability to
reclassify certain debt securities from held-to-
maturity to available-for-sale with any unrealized
gain or loss at the transfer date being recorded in OCI
and adjusting certain existing hedge relationships
consistent with the newly simplified guidance. BNY
Mellon is in the process of adopting this standard in
the first quarter of 2018, effective as of Jan. 1, 2018.
As part of that adoption we reclassified
approximately $1.1 billion of certain debt securities
from held-to-maturity to available-for-sale and are
assessing the impacts of other transition elections.

ASU 2017-07, Compensation-Retirement Benefits -
Improving the Presentation of Net Periodic Pension
Cost and Net Periodic Postretirement Benefit Cost

In March 2017, the FASB issued an ASU,
Compensation-Retirement Benefits - Improving the
Presentation of Net Periodic Pension Cost and Net
Periodic Postretirement Benefit Cost. The ASU
requires the disaggregation of the service cost

114 BNY Mellon

component from the other components of the net
benefit cost in the income statement. The ASU also
permits only the service cost component of net
benefit cost to be eligible for capitalization. BNY
Mellon adopted this ASU in the first quarter of 2018,
and will apply the guidance retrospectively for the
presentation of the service cost component and the
other components in the income statement, and
prospectively for the capitalization of the service cost
component in assets. For information on the
components of our pension and post-retirement health
plan costs, see Note 16 of the Notes to Consolidated
Financial Statements. Based on our current estimates
for the net credit for pension and other post-
retirement costs in 2018, the adoption of this standard
will result in an increase to staff expense and a
reduction in other expense, as compared to the
currently reported amounts for 2017.

ASU 2016-18, Statement of Cash Flows – Restricted
Cash

In November 2016, the FASB issued an ASU,
Statement of Cash Flows – Restricted Cash. This
ASU provides guidance on the presentation of
restricted cash or restricted cash equivalents in the
statement of cash flows. BNY Mellon adopted this
ASU in the first quarter of 2018 and will include
restricted cash (which totaled $2 billion as of Dec. 31,
2017) with cash and due from banks when
reconciling the beginning-of-period and end-of-
period total amounts shown on the statement of cash
flows.

ASU 2016-15, Statement of Cash Flows –
Classification of Certain Cash Receipts and Cash
Payments

In August 2016, the FASB issued an ASU, Statement
of Cash Flows – Classification of Certain Cash
Receipts and Cash Payments. This ASU provides
guidance on eight specific cash flow presentation
issues. BNY Mellon adopted this guidance in the
first quarter of 2018. BNY Mellon does not expect
the adoption of this ASU will have a material impact
on the statement of cash flows.

ASU 2014-09, Revenue from Contracts with
Customers

In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers. This ASU,
as amended, provides guidance on the recognition of

Recent Accounting Developments (continued)

revenue related to the transfer of promised goods or
services to customers, guidance on accounting for
certain contract costs and additional disclosure
requirements about revenue and contract costs. The
standard supersedes most existing revenue
recognition guidance and is effective for the first
quarter of 2018 using either the retrospective or
cumulative effect transition method upon adoption.

The Company has completed its evaluation of the
potential impact of this guidance on our accounting
policies, and based on that evaluation, the timing of
most of our revenue recognition will remain the same
and the impacts will not be material. The impacts
primarily relate to deferring and amortizing certain
sales commission costs related to obtaining customer
contracts and the timing of recognizing the contra
revenue related to certain payments made to
customers. The Company adopted the guidance on
Jan. 1, 2018 using the cumulative effect transition
method, which resulted in an approximate $55
million after-tax reduction to retained earnings. The
Company is currently developing the disclosures
required about revenue and contract costs and
finalizing changes to internal control.

ASU 2016-01, Recognition and Measurement of
Financial Assets and Financial Liabilities

In January 2016, the FASB issued ASU 2016-01,
Recognition and Measurement of Financial Assets
and Financial Liabilities. The ASU requires
investments in equity securities that do not result in
consolidation and are not accounted for under the
equity method to be measured at fair value with
changes in the fair value recognized through net
income, unless one of two available exceptions apply.
The first exception, a scope exception, allows Federal
Reserve Bank stock, FHLB stock and other exchange
memberships held by broker dealers to remain
accounted for at cost, less impairment. The second
exception, a practicability exception, will be available
for equity investments that do not have readily
determinable fair values and do not qualify for the
practical expedient to estimate fair value under ASC
820, Fair Value Measurement. To the extent the
practicability exception applies, such investments will
be accounted for at cost adjusted for impairment, if
any, plus or minus changes from observable price
changes.

The amendments also require an entity to present
separately in OCI the portion of the total change in

the fair value of a liability resulting from the entity’s
“own credit risk” when the entity has elected to
measure the liability at fair value.

The amendments also eliminate the requirement to
disclose the methods and significant assumptions
used to estimate the fair values of financial
instruments measured at amortized cost that are on
the balance sheet.

The Company adopted this guidance in the first
quarter of 2018 using the cumulative effect method of
adoption, with a de minimis impact to retained
earnings. As part of the adoption, we reclassified
money market fund investments of approximately
$1.0 billion to trading assets, primarily from
available-for-sale securities. BNY Mellon does not
expect the adoption of this ASU to have a material
ongoing impact to the financial statements.

Staff Accounting Bulletin No. 118

In December 2017, the SEC staff issued Staff
Accounting Bulletin No. 118 (“SAB 118”) to address
the application of U.S. GAAP in situations when a
registrant does not have the necessary information
available, prepared, or analyzed in reasonable detail
to complete the accounting for tax effects of the U.S.
tax legislation. SAB 118 allows the recording of a
provisional estimate to reflect the income tax impact
of the U.S. tax legislation and provides a
measurement period up to one year from the
enactment date to complete the accounting under
ASC 740, Income Taxes. The Company recorded a
$710 million provisional tax benefit reflecting the
impact of the U.S. tax legislation. For information on
income taxes, see Note 10 of the Notes to
Consolidated Financial Statements.

ASU 2016-02, Leases

In February 2016, the FASB issued ASU 2016-02,
Leases. The primary objective of this ASU is to
increase transparency and comparability by
recognizing lease assets and liabilities on the balance
sheet and expand related disclosures. ASU 2016-02
requires a “right-of-use” asset and a payment
obligation liability on the balance sheet for most
leases and subleases. Additionally, depending on the
lease classification under the standard, it may result
in different expense recognition patterns and
classification than under existing accounting
principles. For leases classified as finance leases, it

BNY Mellon 115

Recent Accounting Developments (continued)

will result in higher expense recognition in the earlier
periods and lower expense in the later periods of the
lease.

Jobs Act is recognized. We are assessing the impacts
of the new standard, but would not expect this ASU
to have a material impact on BNY Mellon.

The standard is effective for the first quarter of 2019,
with early adoption permitted. Additionally, the
standard allows for various optional practical
expedients to assist with the implementation and
reporting requirements. We are currently evaluating
the potential impact of the leasing standard on our
consolidated financial statements and evaluating the
practical expedients that may be elected. Upon
adoption, the implementation of the leasing standard
is expected to result in an immaterial increase in both
assets and liabilities.

ASU 2018-02, Reclassification of Certain Tax Effects
from Accumulated Other Comprehensive Income

In February 2018, the FASB issued an ASU,
Reclassification of Certain Tax Effects from
Accumulated Other Comprehensive Income. This
ASU permits a reclassification from accumulated
other comprehensive income to retained earnings for
the tax effects of items within accumulated other
comprehensive income that do not reflect the lower
statutory tax rate which was enacted by the U.S. tax
legislation. This ASU is effective for the first quarter
of 2019, with early adoption permitted. The guidance
in this ASU will be applied retrospectively to the
period in which the effect of the change in the U.S.
federal corporate income tax rate in the Tax Cuts and

ASU 2016-13, Financial Instruments – Credit Losses

In June 2016, the FASB issued an ASU, Financial
Instruments – Credit Losses. This ASU introduces a
new current expected credit losses model, which will
apply to financial assets subject to credit losses and
measured at amortized cost, including held-to-
maturity securities and certain off-balance sheet
credit exposures. The guidance will also change
current practice for the impairment model for
available-for-sale debt securities. The available-for-
sale debt securities model will require the use of an
allowance to record estimated credit losses and
subsequent recoveries. This ASU is effective for the
first quarter of 2020. Earlier application is permitted
beginning with the first quarter of 2019. BNY
Mellon has begun its implementation efforts and is
currently identifying key interpretive issues, and will
assess existing credit loss forecasting models and
processes against the new guidance to determine what
modifications may be required. The extent of the
impact to our financial statements upon adoption
depends on several factors including the remaining
expected life of financial instruments at the time of
adoption, the establishment of an allowance for
expected credit loss on held-to-maturity securities,
and the macroeconomic conditions and forecasts that
exist at that date.

116 BNY Mellon

Business Continuity

We are prepared for events, such as information
security incidents, technology disruptions, acts of
terrorism, natural disasters, pandemics or global
conflicts, that could damage our physical facilities,
cause delay or disruptions to operational functions,
including telecommunications networks, or impair
our employees, clients, vendors and counterparties.
Key elements of our business continuity strategies are
extensive planning and testing, and diversity of
business operations, data centers and
telecommunications infrastructure.

We have established multiple geographically diverse
locations for our funds transfer and broker-dealer
services operational units, which provide redundant
functionality to facilitate uninterrupted operations.

Our securities clearing, commercial paper, mutual
fund accounting and custody, securities lending,
master trust, Unit Investment Trust, corporate trust,
item processing, wealth management and treasury
units have common functionality in multiple sites
designed to facilitate continuance of operations or
rapid recovery. In addition, we have recovery seats
for approximately 12,700 employees on a global basis
of which over 6,300 are proprietary.

We continue to enhance geographic diversity for
business operations by moving additional personnel
to growth centers outside of existing major urban
centers. We replicate 100% of our critical production
computer data to recovery data centers.

We have an active telecommunications diversity
program. All major buildings are provisioned with
connectivity from diverse telecommunication
carriers. Additionally, we design our critical
connectivity to take advantage of separate carrier
entrances built into our facilities. This maximizes
resiliency by allowing for end to end separation of
primary and alternative communications.

In 2003, the Federal Reserve, OCC and SEC jointly
published the Interagency Paper, “Sound Practices to
Strengthen the Resilience of the U.S. Financial
System” (“Sound Practices Paper”). The purpose of
the document was to define the guidelines for the

financial services industry and other interested parties
regarding “best practices” related to business
continuity planning. Under these guidelines, we are a
key clearing and settlement organization required to
meet a higher standard for business continuity.

We believe we meet substantially all of the
requirements of the Sound Practices Paper. As a core
clearing and settlement organization, we believe that
we are at the forefront of the industry in improving
business continuity practices.

We are committed to our service providers meeting
the same standards that we do for business continuity,
as well as for information security, financial stability,
personnel practices and other measures. To that end,
we have a Third Party Governance Program in place
to review new and existing service providers to
confirm their compliance with our standards.

We developed comprehensive plans, including
increased remote working by staff for one or more
periods lasting several weeks, to prepare for events
that would cause significantly reduced staffing levels.

Although we are committed to observing best
practices as well as meeting regulatory requirements,
geopolitical uncertainties and other external factors
will continue to create risk that cannot always be
identified and anticipated.

Due to the nature of our business and our robust
business recovery systems and processes, we are not
materially impacted by climate change, nor do we
expect material impacts in the near term. We have,
and will continue to, implement processes and capital
projects to deal with the risks of the changing climate.
The Company has invested in the development of
products and services that support the markets related
to climate change.

BNY Mellon 117

Supplemental Information (unaudited)

Supplemental information - Explanation of
GAAP and Non-GAAP financial measures

BNY Mellon has included in this Annual Report
certain Non-GAAP financial measures based on
estimated fully phased-in CET1 and other risk-based
capital ratios, the estimated fully phased-in SLR and
tangible common shareholders’ equity. BNY Mellon
believes that the CET1 and other risk-based capital
ratios, on a fully phased-in basis and the SLR, on a
fully phased-in basis, are measures of capital strength
that provide additional useful information to
investors, supplementing the capital ratios which are,
or were, required by regulatory authorities. Tangible
common shareholders’ equity, which excludes
goodwill and intangible assets, net of deferred tax
liabilities, includes changes in investment securities
valuations which are reflected in total shareholders’
equity. BNY Mellon believes that the return on
tangible common equity measure is an additional
useful measure for investors because it presents a
measure of those assets that can generate income.
BNY Mellon has provided a measure of tangible book
value per common share, which it believes provides
additional useful information as to the level of
tangible assets in relation to shares of common stock
outstanding.

BNY Mellon has presented revenue measures, which
exclude the effect of noncontrolling interests related
to consolidated investment management funds and
gains on the sales of our equity investment in Wing
Hang and our One Wall Street building; and expense
measures, which exclude amortization of intangible
assets, M&I, litigation and restructuring charges, the
(recovery) impairment charge related to Sentinel and
the charge related to investment management funds,
net of incentives. Operating margin and return on
equity measures, which exclude some or all of these
items, are also presented. Return on equity measures
also exclude the tax benefit primarily related to a tax
carryback claim and the net charge related to the
disallowance of certain foreign tax credits. Operating
margin measures may also exclude the provision for

credit losses and distribution and servicing expense.
BNY Mellon believes that these measures are useful
to investors because they permit a focus on period-to-
period comparisons, which relate to the ability of
BNY Mellon to enhance revenues and limit expenses
in circumstances where such matters are within BNY
Mellon’s control. M&I expenses primarily relate to
acquisitions and generally continue for approximately
three years after the transaction. Litigation charges
represent accruals for loss contingencies that are both
probable and reasonably estimable, but exclude
standard business-related legal fees. Restructuring
charges relate to our streamlining actions and
Operational Excellence Initiatives. Excluding the
charges mentioned above permits investors to view
expenses on a basis consistent with how management
views the business.

The presentation of income from consolidated
investment management funds, net of net income
attributable to noncontrolling interests related to the
consolidation of certain investment management
funds, permits investors to view revenue on a basis
consistent with how management views the business.
BNY Mellon believes that these presentations, as a
supplement to GAAP information, give investors a
clearer picture of the results of its primary businesses.

The presentation of revenue growth on a constant
currency basis permits investors to assess the
significance of changes in foreign currency exchange
rates. Growth rates on a constant currency basis were
determined by applying the current period foreign
currency exchange rates to the prior period revenue.
BNY Mellon believes that this presentation, as a
supplement to GAAP information, gives investors a
clearer picture of the related revenue results without
the variability caused by fluctuations in foreign
currency exchange rates.

Each of these measures as described above is used by
management to monitor financial performance, both
on a company-wide and on a business-level basis.

118 BNY Mellon

Supplemental Information (unaudited) (continued)

The following table presents the reconciliation of the pre-tax operating margin ratio.

Pre-tax operating margin
(dollars in millions)
Income before income taxes – GAAP
Less: Net income attributable to noncontrolling interests of
consolidated investment management funds

Gain on the sale of our equity investment in Wing Hang
Gain on the sale of our One Wall Street building

Add: Amortization of intangible assets

M&I, litigation and restructuring charges
(Recovery) impairment charge related to Sentinel
Charge related to investment management funds, net of

incentives

Income before income taxes, as adjusted – Non-GAAP (a)

Fee and other revenue – GAAP
Income from consolidated investment management funds – GAAP
Net interest revenue – GAAP
Total revenue – GAAP

Less: Net income attributable to noncontrolling interests of
consolidated investment management funds

Gain on the sale of our equity investment in Wing Hang
Gain on the sale of our One Wall Street building

Total revenue, as adjusted – Non-GAAP (a)

2017

2016

2015

2014

2013

$ 4,610

$ 4,725

$ 4,235

$ 3,563

$ 3,777

33
—
—
209
106
—

—
$ 4,892

$12,165
70
3,308
15,543

33
—
—
$15,510

10
—
—
237
49
(13)

—
$ 4,988

$12,073
26
3,138
15,237

10
—
—
$15,227

68
—
—
261
85
170

—
$ 4,683

$12,082
86
3,026
15,194

68
—
—
$15,126

84
490
346
298
1,130
—

104
$ 4,175

$12,649
163
2,880
15,692

84
490
346
$14,772

80
—
—
342
70
—

12
$ 4,121

$11,856
183
3,009
15,048

80
—
—
$14,968

Pre-tax operating margin – GAAP (b)
Adjusted pre-tax operating margin – Non-GAAP (a)(b)
(a) Non-GAAP information for all periods presented excludes the net income attributable to noncontrolling interests of consolidated

28% (c)
31% (c)

31% (c)
33% (c)

30% (c)
32% (c)

23 %
28 %

25%
28%

investment management funds, amortization of intangible assets and M&I, litigation and restructuring charges. Non-GAAP information
for 2016 and 2015 also excludes the (recovery) impairment charge related to the Sentinel loan. Non-GAAP information for 2014 also
excludes the gains on the sales of our equity investment in Wing Hang and our One Wall Street building. Non-GAAP information for
2014 and 2013 also excludes the charge related to investment management funds, net of incentives.

(b) Income before taxes divided by total revenue.
(c) Our GAAP earnings include tax-advantaged investments such as low income housing, renewable energy, corporate/bank-owned life

insurance and tax-exempt securities. The benefits of these investments are primarily reflected in tax expense. If reported on a tax-
equivalent basis, these investments would increase revenue and income before taxes by $375 million for 2017, $317 million for 2016 and
$242 million for 2015 and would increase our pre-tax operating margin by approximately 1.7% for 2017, 1.4% for 2016 and 1.1% for
2015.

The following table presents the reconciliation of book value per common share.

Book value per common share
(dollars in millions, unless otherwise noted)
BNY Mellon shareholders’ equity at year end – GAAP
Less: Preferred stock

BNY Mellon common shareholders’ equity at year end – GAAP

Less: Goodwill

Intangible assets

Add: Deferred tax liability – tax deductible goodwill (a)
Deferred tax liability – intangible assets (a)

BNY Mellon tangible common shareholders’ equity at year
end – Non-GAAP

Dec. 31,

2017
41,251 $
3,542
37,709
17,564
3,411
1,034
718

2016
38,811 $
3,542
35,269
17,316
3,598
1,497
1,105

2015
38,037 $
2,552
35,485
17,618
3,842
1,401
1,148

2014
37,441 $
1,562
35,879
17,869
4,127
1,340
1,216

2013
37,497
1,562
35,935
18,073
4,452
1,302
1,222

18,486 $

16,957 $

16,574 $

16,439 $

15,934

Year-end common shares outstanding (in thousands)

1,013,442

1,047,488

1,085,343

1,118,228

1,142,250

32.09 $
Book value per common share – GAAP
14.70 $
Tangible book value per common share – Non-GAAP
(a) Deferred tax liabilities are based on fully phased-in Basel III capital rules. Deferred tax liabilities at Dec. 31, 2017 have been

32.69 $
15.27 $

33.67 $
16.19 $

37.21 $
18.24 $

$
$

31.46
13.95

remeasured at the lower statutory corporate tax rate.

BNY Mellon 119

Supplemental Information (unaudited) (continued)

The following table presents the reconciliation of the returns on common equity and tangible common equity.

Return on common equity and tangible common equity
(dollars in millions)
Net income applicable to common shareholders of The Bank of New York

Mellon Corporation – GAAP

Add: Amortization of intangible assets
Less: Tax impact of amortization of intangible assets

Adjusted net income applicable to common shareholders of The Bank of

New York Mellon Corporation excluding amortization of intangible assets
– Non-GAAP

Add: M&I, litigation and restructuring charges

(Recovery) impairment charge related to Sentinel
Tax impact of gain on the sale of our equity investment in Wing Hang
Tax impact of the gain on the sale of our One Wall Street building
Charge related to investment management funds, net of incentives
Net charge related to the disallowance of certain foreign tax credits

Less: Tax impact of M&I, litigation and restructuring charges

Tax impact of (recovery) impairment charge related to Sentinel
Gain on the sale of our equity investment in Wing Hang
Gain on the sale of our One Wall Street building
Tax impact of charge related to investment management funds, net of

incentives

Benefit primarily related to a tax carryback claim

Adjusted net income applicable to common shareholders of The Bank

of New York Mellon Corporation, as adjusted – Non-GAAP (a)

Average common shareholders’ equity
Less: Average goodwill

Average intangible assets

Add: Deferred tax liability – tax deductible goodwill (b)
Deferred tax liability – intangible assets (b)

Average tangible common shareholders’ equity – Non-GAAP

2017

2016

2015

2014

2013

3,915
209
72

4,052
106
—
—
—
—
—
20
—
—
—

—
—

3,425

3,053

2,494

2,040

237
81

261
89

3,581

3,225

49
(13)
—
—
—
—
16
(5)
—
—

—

85
170
—
—
—
—
29
64
—
—

—

298
104

2,688

1,130
—
175
142
104
—
270
—
490
346

150

342
122

2,260

70
—
—
—
12
593
25
—
—
—

—

4,138

3,606

3,387

2,960

2,907

$ 36,145
17,441
3,508
1,034
718
$ 16,948

$ 35,504
17,497
3,737
1,497
1,105
$ 16,872

$ 35,564
17,731
3,992
1,401
1,148
$ 16,390

$ 36,618
18,063
4,305
1,340
1,216
$ 16,806

$ 34,832
17,988
4,619
1,302
1,222
$ 14,749

Return on common shareholders’ equity – GAAP
Adjusted return on common shareholders’ equity – Non-GAAP (a)

10.8%
11.4%

9.6%
10.2%

8.6%
9.5%

6.8 %
8.1 %

5.9%
8.3%

Return on tangible common shareholders’ equity – Non-GAAP
Adjusted return on tangible common shareholders’ equity – Non-GAAP (a)
(a) Non-GAAP information for all periods presented excludes the amortization of intangible assets and M&I, litigation and restructuring charges.
Non-GAAP information for 2016 and 2015 also excludes the (recovery) impairment charge related to the Sentinel loan. Non-GAAP information
for 2014 also excludes the gains on the sales of our equity investment in 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.

16.0 %
17.6 %

19.7%
20.7%

21.2%
21.4%

23.9%
24.4%

15.3%
19.7%

(b) Deferred tax liabilities are based on fully phased-in Basel III capital rules. Deferred tax liabilities at Dec. 31, 2017 have been remeasured at the

lower statutory corporate tax rate.

The following table presents income from consolidated investment management funds, net of noncontrolling
interests.

Income from consolidated investment management funds, net of noncontrolling interests
(in millions)
Income from consolidated investment management funds
Less: Net income attributable to noncontrolling interests of consolidated

70 $

2017

investment management funds

2016

26 $

2015

86 $

2014
163 $

Income from consolidated investment management funds, net of

noncontrolling interests

37 $

16 $

18 $

79 $

120 BNY Mellon

2013
183

103

Supplemental Information (unaudited) (continued)

The following table presents the impact of changes in foreign currency exchange rates on our consolidated
investment management and performance fees.

Investment management and performance fees – Consolidated
(dollars in millions)
Investment management and performance fees – GAAP
Impact of changes in foreign currency exchange rates

Investment management and performance fees, as adjusted – Non-GAAP

2017
3,584 $
—
3,584 $

2016
3,350
(29)
3,321

2017 vs.
2016
7%

The following table presents the revenue line items in the Investment Management business impacted by the
consolidated investment management funds.

Income from consolidated investment management funds, net of noncontrolling interests - Investment Management business
(in millions)
Investment management fees
Other (Investment income)

2016

2017

Income from consolidated investment management funds, net of noncontrolling interests

5 $
32
37 $

11 $
5
16 $

2015
15
3
18

The following table presents the impact of changes in foreign currency exchange rates on investment management
fees reported in the Investment Management business.

Investment management fees - Investment Management business
(dollars in millions)
Investment management fees – GAAP
Impact of changes in foreign currency exchange rates

Investment management fees, as adjusted – Non-GAAP

2017
3,428 $
—
3,428 $

2016
3,232
(28)
3,204

2017 vs.
2016
6%

The following table presents the reconciliation of the pre-tax operating margin for the Investment Management
business.

Pre-tax operating margin - Investment Management business
(dollars in millions)
Income before income taxes – GAAP
Add: Amortization of intangible assets
Provision for credit losses

Adjusted income before income taxes, excluding amortization of intangible assets and provision for

credit losses – Non-GAAP

Total revenue – GAAP
Less: Distribution and servicing expense

Adjusted total revenue, net of distribution and servicing expense – Non-GAAP

2017

$ 1,141
60
2

$ 1,203

$ 3,997
422
$ 3,575

2016
967
82
6

1,055

3,751
404
3,347

2015
1,048
97
(1)

1,144

3,906
378
3,528

Pre-tax operating margin – GAAP (a)
Adjusted pre-tax operating margin, excluding amortization of intangible assets, provision for credit

losses and distribution and servicing expense – Non-GAAP (a)

29%

34%

26%

32%

27%

32%

(a) Income before taxes divided by total revenue.

BNY Mellon 121

Supplemental Information (unaudited) (continued)

Rate/volume analysis

Rate/volume analysis (a)

(dollar amounts in millions, presented on an FTE basis)

Interest revenue
Interest-earning assets:

Interest-bearing deposits with banks (primarily foreign banks)
Interest-bearing deposits with the Federal Reserve and other central banks
Federal funds sold and securities purchased under resale agreements
Margin loans
Non-margin loans:

Domestic offices:
Consumer
Commercial
Foreign offices

Total non-margin loans

Securities:

U.S. government obligations
U.S. government agency obligations
State and political subdivisions - tax exempt
Other securities:

Domestic offices
Foreign offices

Total other securities

Trading securities (primarily domestic)

Total securities

Total interest revenue

Interest expense
Interest-bearing liabilities:
Interest-bearing deposits:

Domestic offices:

Money market rate accounts
Savings
Demand deposits
Time deposits

Total domestic offices

Foreign offices:
Banks
Government and official institutions
Other

Total foreign offices

Total interest-bearing deposits

Federal funds purchased and securities sold under repurchase agreements
Trading liabilities
Other borrowed funds:
Domestic offices
Foreign offices

Total other borrowed funds

Commercial paper
Payables to customers and broker-dealers
Long-term debt

Total interest expense

Changes in net interest revenue

2017 over (under) 2016

2016 over (under) 2015

Due to change in
Average
balance

Average
rate

Net
change

Due to change in
Average
balance

Average
rate

Net
change

1 $

15 $

(28)
14
(62)

33
(17)
(4)
12

9
71
(15)

(62)
(11)
(73)
(1)
(9)
(72) $

— $
(1)
8
(8)
(1)

—
—
3
3
2
17
4

20
—
20
8
2
69
122 $
(194) $

$
$

149
176
140

6
121
65
192

38
138
5

67
(45)
22
—
203
875 $

— $
4
(1)
64
67

50
9
18
77
144
172
(3)

(3)
1
(2)
16
50
138
515 $
360 $

16
121
190
78

39
104
61
204

47
209
(10)

5
(56)
(51)
(1)
194
803

(34) $
(5)
16
(19)

34 $ —
28
33
86
70
58
77

41
40
(10)
71

(13)
23
(28)

1
31
43
75

13
(4)
10

(44)
(18)
(62)
(12)
(92)
(63) $

(48)
48
—
(3)
16
305 $

— $
3
7
56
66

50
9
21
80
146
189
1

17
1
18
24
52
207
637
166

$
$

— $
—
—
—
—

(2)
—
—
(2)
(2)
—
1

(2)
1
(1)
—
4
32
34 $
(97) $

(2) $
—
1
12
11

4
—
(34)
(30)
(19)
42
(4)

2
(2)
—
3
1
80
103 $
202 $

42
71
33
146

—
19
(18)

(92)
30
(62)
(15)
(76)
242

(2)
—
1
12
11

2
—
(34)
(32)
(21)
42
(3)

—
(1)
(1)
3
5
112
137
105

(a) Changes which are solely due to balance changes or rate changes are allocated to such categories on the basis of the respective percentage changes in

average balances and average rates. Changes in interest revenue or interest expense arising from the combination of rate and volume variances are
allocated proportionately to rate and volume based on their relative absolute magnitudes.

122 BNY Mellon

Selected Quarterly Data (unaudited)

Selected Quarterly Data

(dollar amounts in millions,
except per share amounts)

Consolidated income statement

Total fee and other revenue

Income (loss) from consolidated investment

management funds

Net interest revenue

Total revenue

Provision for credit losses

Noninterest expense

Income before taxes

(Benefit) provision for income taxes

Net income

Net (income) loss attributable to noncontrolling

interests

Net income applicable to shareholders of The

Bank of New York Mellon Corporation

Preferred stock dividends

Net income applicable to common shareholders
of The Bank of New York Mellon Corporation

Basic earnings per common share

Diluted earnings per common share
Average balances

Interest-bearing deposits with banks

Securities

Trading securities

Loans

Total interest-earning assets

Assets of operations

Total assets

Deposits

Long-term debt

Preferred stock

Total The Bank of New York Mellon Corporation

common shareholders’ equity

Net interest margin
Annualized return on common equity (a)
Pre-tax operating margin
Common stock data (a)

Market price per share range:

High

Low

Average

Period end close

Cash dividends per common share
Market capitalization (b)

Quarter ended

2017

2016

Dec. 31

Sept. 30

June 30 March 31

Dec. 31

Sept. 30

June 30 March 31

2,860

3,167

3,120

3,018

2,954

3,150

2,999

2,970

851

3,728

(6)

3,006

728

(453)

1,181

839

4,016

(6)

2,654

1,368

348

1,020

(6)

(2)

1,018

(35)

983

0.94
0.94

826

3,956

(7)

2,655

1,308

332

976

(1)

975

(49)

926

0.88
0.88

792

3,843

(5)

2,642

1,206

269

937

(15)

922

(42)

880

0.83
0.83

831

3,790

2,631

1,152

280

872

(2)

870

(48)

774

3,941

(19)

2,643

1,317

324

993

(6)

987

(13)

767

3,776

(9)

2,620

1,165

290

875

(2)

873

(48)

822

0.77

974

0.90

825

0.76

0.75

(6)

766

3,730

2,629

1,091

283

808

817

(13)

804

0.73

$ 86,329
119,089
2,359
55,944
291,841
344,966
345,709
212,658
28,138
3,542

$ 84,148
117,227
2,455
58,793
289,496
341,607
342,515
216,222
27,398
3,542

$ 80,757
114,786
2,254
60,312
283,421
335,080
336,200
213,375
25,882
3,542

$ 77,119

$ 88,168

$ 112,182

$ 104,001

117,660

118,405

118,002

118,538

2,288

63,647

287,947

343,138

344,142

227,948

24,986

3,542

2,176

61,578

296,703

350,190

351,230

236,728

23,930

3,284

2,152

60,284

318,433

372,974

374,220

249,155

22,838

2,552

3,320

61,196

310,678

363,245

364,554

244,961

21,556

2,552

36,952

36,780

35,862

34,965

35,171

35,767

35,827

35,252

1.14%
12.1%
20%

1.15%
10.6%
34%

1.14%
10.4%
33%

1.13%
10.2%
31%

1.16%

9.3%

30%

1.05%

10.8%

33%

0.97%

9.3%

31%

0.99%

9.2%

29%

55.40

50.53

53.27

53.86

0.24

54.59

50.15

52.48

53.02

0.24

51.59

45.89

47.83

51.02

0.19

48.96

43.85

46.77

47.23

0.19

49.54

38.68

45.10

47.38

0.19

42.02

36.50

39.94

39.88

0.19

42.61

35.44

39.78

38.85

0.17

40.29

32.20

36.26

36.83

0.17

54,584

54,294

52,712

49,113

49,630

42,167

41,479

39,669

1,175

(49)

1,126

1.09
1.08

$ 89,029
120,225
2,723
56,772
297,166
350,129
350,786
216,874
28,245
3,542

(a) At Dec. 31, 2017, there were 29,472 shareholders registered with our stock transfer agent, compared with 28,015 at Dec. 31, 2016 and 29,136 at Dec. 31,
2015. In addition, there were 45,015 of BNY Mellon’s current and former employees at Dec. 31, 2017 who participate in BNY Mellon’s 401(k) Retirement
Savings Plan. All shares of BNY Mellon’s common stock held by the Plan for its participants are registered in the name of The Bank of New York Mellon
Corporation, as trustee.

(b) At period end.

BNY Mellon 123

Forward-looking Statements

Some statements in this document are forward-
looking. These include all statements about the
usefulness of Non-GAAP measures, the future results
of BNY Mellon, our businesses, financial, liquidity
and capital condition, results of operations, liquidity
and capital management and processes, goals,
strategies, outlook, objectives, expectations
(including those regarding our performance results,
regulatory, technology, market, economic or
accounting developments, legal proceedings and
other contingencies, effective tax rate, estimates
(including those regarding capital ratios), intentions
(including those regarding our resolution strategy),
targets, opportunities and initiatives.

In this report, any other report, any press release or
any written or oral statement that BNY Mellon or its
executives may make, 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.

Actual results may differ materially from those
expressed or implied as a result of a number of
factors, including those discussed in the “Risk
Factors,” such as: a communications or technology
disruption or failure that results in a loss of
information or impacts our ability to provide services
to our clients may materially adversely affect our
business, financial condition and results of
operations; a cybersecurity incident, or a failure to
protect our computer systems, networks and
information and our clients’ information against
cybersecurity threats, could result in a loss of
information, adversely impact our ability to conduct
our businesses, and damage our reputation and cause
losses; our business may be materially adversely
affected by operational risk; failure to satisfy
regulatory standards, including “well capitalized” and
“well managed” status or capital adequacy and
liquidity rules more generally, could result in
limitations on our activities and adversely affect our
business and financial condition; we are subject to
extensive government rulemaking, regulation and
supervision; these rules and regulations have, and in
the future may, compel us to change how we manage
our businesses, which could have a material adverse
effect on our business, financial condition and results
of operations; rules and regulations have increased

124 BNY Mellon

our compliance and operational risk and costs; our
risk management framework may not be effective in
mitigating risk and reducing the potential for losses; a
failure or circumvention of our controls and
procedures could have a material adverse effect on
our business, reputation, results of operations and
financial condition; if our resolution plan is
determined not to be credible or not to facilitate an
orderly resolution under the U.S. Bankruptcy Code,
our business, reputation, results of operations and
financial condition could be materially negatively
impacted; the application of our Title I preferred
resolution strategy or resolution under the Title II
orderly liquidation authority could adversely affect
our liquidity and financial condition and our security
holders; regulatory or enforcement actions or
litigation could materially adversely affect our results
of operations or harm our businesses or reputation;
our businesses may be negatively affected by adverse
events, publicity, government scrutiny or other
reputational harm; acts of terrorism, natural disasters,
pandemics, global conflicts and other geopolitical
events may have a negative impact on our business
and operations; we are dependent on fee-based
business for a substantial majority of our revenue and
our fee-based revenues could be adversely affected by
slowing in market activity, weak financial markets,
underperformance and/or negative trends in savings
rates or in investment preferences; weakness and
volatility in financial markets and the economy
generally may materially adversely affect our
business, results of operations and financial
condition; the United Kingdom’s referendum decision
to leave the EU has had and may continue to have
negative effects on global economic conditions,
global financial markets, and our business and results
of operations; changes in interest rates and yield
curves could have a material adverse effect on our
profitability; we may experience write-downs of
securities that we own and other losses related to
volatile and illiquid market conditions, reducing our
earnings and impacting our financial condition;
ongoing concerns about the financial stability of
certain countries, new barriers to global trade or a
breakup of the EU or Eurozone could have a material
adverse effect on our business and results of
operations; our FX revenue may be adversely affected
by decreases in market volatility and the cross-border
investment activity of our clients; the failure or
perceived weakness of any of our significant
counterparties, many of whom are major financial
institutions and sovereign entities, and our
assumption of credit and counterparty risk, could

Forward-looking Statements (continued)

expose us to loss and adversely affect our business;
our business, financial condition and results of
operations could be adversely affected if we do not
effectively manage our liquidity; any material
reduction in our credit ratings or the credit ratings of
our principal bank subsidiaries, The Bank of New
York Mellon or BNY Mellon, N.A., could increase
the cost of funding and borrowing to us and our rated
subsidiaries and have a material adverse effect on our
results of operations and financial condition and on
the value of the securities we issue; we could incur
losses if our allowance for credit losses, including
loan and lending related commitments reserves, is
inadequate; new lines of business, new products and
services or transformational or strategic project
initiatives may subject us to additional risks, and the
failure to implement these initiatives could affect our
results of operations; we are subject to competition in
all aspects of our business, which could negatively
affect our ability to maintain or increase our
profitability; our business may be adversely affected
if we are unable to attract and retain employees; our
strategic transactions present risks and uncertainties
and could have an adverse effect on our business,
results of operations and financial condition; tax law
changes, including the recent enactment of the Tax
Act, or challenges to our tax positions with respect to
historical transactions may adversely affect our net
income, effective tax rate and our overall results of
operations and financial condition; our ability to
return capital to shareholders is subject to the
discretion of our board of directors and may be

limited by U.S. banking laws and regulations,
including those governing capital and the approval of
our capital plan, applicable provisions of Delaware
law or our failure to pay full and timely dividends on
our preferred stock; changes in the method pursuant
to which the LIBOR and other benchmark rates are
determined could adversely impact our business and
results of operations; the Parent is a non-operating
holding company, and as a result, is dependent on
dividends from its subsidiaries and extensions of
credit from its IHC to meet its obligations, including
with respect to its securities, and to provide funds for
share repurchases and payment of dividends to its
stockholders; changes in accounting standards
governing the preparation of our financial statements
and future events could have a material impact on our
reported financial condition, results of operations,
cash flows and other financial data.

Investors should consider all risk factors discussed in
our 2017 Annual Report and any subsequent reports
filed with the SEC by BNY Mellon pursuant to the
Exchange Act. All forward-looking statements speak
only as of the date on which such statements are
made, and BNY Mellon undertakes no obligation to
update any statement to reflect events or
circumstances after the date on which such forward-
looking statement is made or to reflect the occurrence
of unanticipated events. The contents of BNY
Mellon’s website or any other websites referenced
herein are not part of this report.

BNY Mellon 125

Acronyms

ABS
Asset-backed security
APAC
Asia-Pacific region
ASC
Accounting Standards Codification
ASU
Accounting Standards Update
AUC/A Assets under custody and/or administration
AUM
BCBS
BHCs
bps
CCAR
CD
CET1
CFTC
CLO
CVA
DVA
EMEA
ERISA

Assets under management
Basel Committee on Banking Supervision
Bank holding companies
basis points
Comprehensive Capital Analysis and Review
Certificates of deposit
Common Equity Tier 1 capital
Commodity Futures Trading Commission
Collateralized loan obligation
Credit valuation adjustment
Debit valuation adjustment
Europe, the Middle East and Africa
Employee Retirement Income Security Act of
1974
Employee Stock Ownership Plan
Economic Value of Equity
Financial Accounting Standards Board
Financial Conduct Authority
Federal Deposit Insurance Corporation
Financial holding company

ESOP
EVE
FASB
FCA
FDIC
FHC
FINRA Financial Industry Regulatory Authority, Inc.
FTE
Fully taxable equivalent
GAAP
Generally accepted accounting principles
G-SIBs
Global systemically important banks
HQLA
High-quality liquid assets
IHC
Intermediate Holding Company
LIBOR London Interbank Offered Rate

LCR
LTD
M&I
MBS
MMF
N/A
NAV
N/M
NSFR
NYSE
OCC
OCI
OTC
OTTI
PRA
PSUs
REIT
RMBS
RSUs
RWAs
S&P
SBIC
SBLC
SEC
SIFIs
SLR
TDR
TLAC
VaR
VIE
VME

Liquidity coverage ratio
External eligible long-term debt
Merger and integration
Mortgage-backed security
Money market funds
Not applicable or Not available
Net asset value
Not meaningful
Net stable funding ratio
New York Stock Exchange
Office of the Comptroller of the Currency
Other comprehensive income
Over-the-counter
Other-than-temporary impairment
Prudential Regulation Authority
Performance units
Real estate investment trust
Residential mortgage-backed security
Restricted stock units
Risk-weighted assets
Standard & Poor’s
Small Business Investment Company
Standby letters of credit
Securities and Exchange Commission
Systemically important financial institutions
Supplementary Leverage Ratio
Troubled debt restructuring
Total loss-absorbing capacity
Value-at-risk
Variable interest entity
Voting model entity

126 BNY Mellon

Glossary

Accumulated benefit obligation - The actuarial
present value of benefits (vested and non-vested)
attributed to employee services rendered.

Alt-A securities - A mortgage risk categorization that
falls between prime and subprime. Borrowers behind
these mortgages will typically have clean credit
histories but the mortgage itself will generally have
issues that increase its risk profile.

Alternative investments - Usually refers to
investments in hedge funds, leveraged loans,
subordinated and distressed debt, real estate and
foreign currency overlay. Examples of alternative
investment strategies are: long-short equity, event-
driven, statistical arbitrage, fixed-income arbitrage,
convertible arbitrage, short bias, global macro and
equity market neutral.

Asset-backed security (“ABS”) - A financial
security backed by a loan, lease or receivables against
assets other than real estate and mortgage-backed
securities.

Assets under custody and/or administration
(“AUC/A”) - Assets that we hold directly or
indirectly on behalf of clients under a safekeeping or
custody arrangement or for which we provide
administrative services for clients. The following
types of assets under administration are not and
historically have not been included in AUC/A:
performance and risk analytics, transfer agency and
asset aggregation services. To the extent that we
provide more than one AUC/A service for a client’s
assets, the value of the asset is only counted once in
the total amount of AUC/A.

Assets under management (“AUM”) - Includes
assets beneficially owned by our clients or customers
which we hold in various capacities that are either
actively or passively managed, as well as the value of
hedges supporting customer liabilities. These assets
and liabilities are not on our balance sheet.

CAMELS - An international bank-rating system
where bank supervisory authorities rate institutions
according to six factors. The six factors are Capital
adequacy, Asset quality, Management quality,
Earnings, Liquidity and Sensitivity to Market Risk.

Collateral management - A comprehensive program
designed to simplify collateralization and expedite
securities transfers for buyers and sellers.

Collateralized loan obligation (“CLO”) - A debt
security backed by a pool of commercial loans.

Collective trust fund - An investment fund formed
from the pooling of investments by investors.

Common Equity Tier 1 capital (“CET1”) - The
sum of surplus (net of treasury stock), retained
earnings, accumulated other comprehensive income
(loss), and common equity Tier 1 minority interest
subject to certain limitations, minus certain regulatory
adjustments and deductions.

Counterparty risk (default risk) - The risk that a
counterparty will not pay as obligated on a contract,
trade or transaction.

Credit derivatives - Contractual agreements that
provide insurance against a credit event of one or
more referenced credits. Such events include
bankruptcy, insolvency and failure to meet payment
obligations when due.

Credit risk - The risk of loss due to borrower or
counterparty default.

Credit valuation adjustment (“CVA”) - The market
value of counterparty credit risk on OTC derivative
transactions.

Currency swaps - An agreement to exchange
stipulated amounts of one currency for another
currency.

Debit valuation adjustment (“DVA”) - The market
value of our credit risk on OTC derivative
transactions.

Depositary Receipts - A negotiable security that
generally represents a non-U.S. company’s publicly
traded equity.

Derivative - A contract or agreement whose value is
derived from changes in interest rates, foreign
exchange rates, prices of securities or commodities,
credit worthiness for credit default swaps or financial
or commodity indices.

Earnings allocated to participating securities -
Amount of undistributed earnings, after payment of
taxes, preferred stock dividends and the required
adjustment for common stock dividends declared,
that is allocated to securities that are eligible to
receive a portion of the Company’s earnings.

BNY Mellon 127

Glossary (continued)

Economic capital - the amount of capital required to
absorb potential losses and reflects the probability of
remaining solvent with a target debt rating over a
one-year time horizon.

Economic value of equity (“EVE”) - An
aggregation of discounted future cash flows of assets
and liabilities over a long-term horizon.

Eurozone - Formed by European Union Member
States whose currency is the euro (€) and in which a
single monetary policy is conducted under the
responsibility of the Governing Council of the
European Central Bank. The Eurozone currently
includes Germany, France, Belgium, the Netherlands,
Luxembourg, Austria, Finland, Italy, Ireland, Spain,
Portugal, Greece, Estonia, Cyprus, Malta, Slovenia,
Slovakia, Latvia and Lithuania.

Fiduciary risk - The risk arising from our role as
trustee, executor, investment agent or guardian in
accordance with governing documents, prudent
person principles and applicable laws, rules and
regulations.

Foreign currency options - Similar to interest rate
options except they are based on foreign exchange
rates. Also, see interest rate options in this glossary.

Foreign currency swaps - An agreement to exchange
stipulated amounts of one currency for another
currency at one or more future dates.

Foreign exchange contracts - Contracts that provide
for the future receipt or delivery of foreign currency
at previously agreed-upon terms.

Forward rate agreements - Contracts to exchange
payments on a specified future date, based on a
market change in interest rates from trade date to
contract settlement date.

Fully taxable equivalent (“FTE”) - Basis for
comparison of yields on assets having ordinary
taxability with assets for which special tax
exemptions apply. The FTE adjustment reflects an
increase in the interest yield or return on a tax-exempt
asset to a level that would be comparable had the
asset been fully taxable.

128 BNY Mellon

Generally accepted accounting principles
(“GAAP”) - Accounting rules and conventions
defining acceptable practices in preparing financial
statements in the U.S. The FASB is the primary
source of accounting rules.

Grantor Trust - A legal, passive entity through
which pass-through securities are sold to investors.

Hedge fund - A fund which is allowed to use diverse
strategies that are unavailable to mutual funds,
including selling short, leverage, program trading,
swaps, arbitrage and derivatives.

High-quality liquid assets (“HQLA”) -
Unencumbered assets of the types identified in the
U.S. LCR rule, which the U.S. banking agencies
describe as able to be convertible into cash with little
or no expected loss of value during a period of
liquidity stress.

Impairment - When an asset’s market value is less
than its carrying value.

Interest rate options - Contracts to modify interest
rate risk in exchange for the payment of a premium
when the contract is initiated. As a writer of interest
rate options, we receive a premium in exchange for
bearing the risk of unfavorable changes in interest
rates. Conversely, as a purchaser of an option, we
pay a premium for the right, but not the obligation, to
buy or sell a financial instrument or currency at
predetermined terms in the future.

Interest rate sensitivity - The exposure of net
interest income to interest rate movements.

Interest rate swaps - Contracts in which a series of
interest rate flows in a single currency are exchanged
over a prescribed period. Interest rate swaps are the
most common type of derivative contract that we use
in our asset/liability management activities.

Investment grade - Represents Moody’s long-term
rating of Baa3 or better; and/or a Standard & Poor’s,
Fitch or DBRS long-term rating of BBB- or better; or
if unrated, an equivalent rating using our internal risk
ratings. Instruments that fall below these levels are
considered to be non-investment grade.

Joint venture - A company or entity owned and
operated by a group of companies for a specific
business purpose, no one of which has a majority
interest.

Glossary (continued)

Leverage ratio - Tier 1 capital divided by quarterly
average total assets, as defined by the regulators.

Liquidity coverage ratio (“LCR”) - A Basel III
framework requirement for banks and BHCs to
measure liquidity. It is designed to ensure that certain
banking organizations, including BNY Mellon,
maintain a minimum amount of unencumbered
HQLA sufficient to withstand the net cash outflow
under a hypothetical standardized acute liquidity
stress scenario for a 30-day time horizon.

Litigation risk - Arises when, in the ordinary course
of business, we are named as defendants or made
parties to legal actions.

Master netting agreement - An agreement between
two counterparties that have multiple contracts with
each other that provides for the net settlement of all
contracts through a single payment in the event of
default or termination of any one contract.

Mortgage-backed security (“MBS”) - An asset-
backed security whose cash flows are backed by the
principal and interest payments of a set of mortgage
loans.

Net interest margin - The result of dividing net
interest revenue by average interest-earning assets.

Projected benefit obligation - The actuarial present
value of all benefits accrued on employee service
rendered prior to the calculation date, including
allowance for future salary increases if the pension
benefit is based on future compensation levels.

Rating agency - An independent agency that assesses
the credit quality and likelihood of default of an issue
or issuer and assigns a rating to that issue or issuer.

Real estate investment trust (“REIT”) - An
investor-owned corporation, trust or association that
sells shares to investors and invests in income-
producing property.

Repurchase agreement (“Repo”) - An instrument
used to raise short term funds whereby securities are
sold with an agreement for the seller to buy back the
securities at a later date.

Reputational risk - Arises when events or actions
that negatively impact our reputation lead to a loss of
existing clients and could make it more challenging to
acquire new business.

Residential mortgage-backed security (“RMBS”) -
An asset-backed security whose cash flows are
backed by principal and interest payments of a set of
residential mortgage loans.

Other-than-temporary impairment (“OTTI”) - An
impairment charge taken on a security whose fair
value has fallen below the carrying value on the
balance sheet and its value is not expected to recover
through the holding period of the security.

Restructuring charges - Typically result from the
consolidation and/or relocation of operations.

Return on average assets - Net income applicable to
common shareholders divided by average assets.

Performance fees - Fees received by an investment
advisor based upon the fund’s performance for the
period relative to various predetermined benchmarks.

Return on common equity - Net income applicable
to common shareholders divided by average common
shareholders’ equity.

Pre-tax operating margin - Income before taxes for
a period divided by total revenue for that period.

Prime securities - A classification of securities
collateralized by loans to borrowers who have a high-
value and/or a good credit history.

Private equity/venture capital - Investment in start-
up companies or those in the early processes of
developing products and services with perceived,
long-term growth potential.

Return on tangible common equity - Net income
applicable to common shareholders, excluding
amortization of intangible assets, divided by average
tangible common shareholders’ equity.

Securities lending transaction - A fully
collateralized transaction in which the owner of a
security agrees to lend the security through an agent
(such as The Bank of New York Mellon) to a
borrower, usually a broker-dealer or bank, on an
open, overnight or term basis, under the terms of a
prearranged contract, which generally matures in less
than 90 days.

BNY Mellon 129

Glossary (continued)

Sub-custodian - A local provider (e.g., a bank)
contracted to provide specific custodial-related
services in a selected country or geographic area.

Unfunded commitments - Legally binding
agreements to provide a defined level of financing
until a specified future date.

Subprime securities - A classification of securities
collateralized by loans to borrowers who have a
tarnished or limited credit history.

Supplementary Leverage Ratio (“SLR”) - An
Advanced Approach banking organization’s Basel III
SLR is the simple arithmetic mean of the ratio of its
Tier 1 capital to total leverage exposure (which is
broadly defined to capture both on- and off-balance
sheet exposures).

Tangible common shareholders’ equity - Common
equity less goodwill and intangible assets adjusted for
deferred tax liabilities associated with non-tax
deductible intangible assets and tax deductible
goodwill.

Value-at-risk (“VaR”) - A measure of the dollar
amount of potential loss in value due to adverse
market movements over a defined time horizon with a
specified confidence level.

Variable interest entity (“VIE”) - An entity that:
(1) lacks enough equity investment at risk to permit
the entity to finance its activities without additional
financial support from other parties; (2) has equity
owners that lack the right to make significant
decisions affecting the entity’s operations; and/or (3)
has equity owners that do not have an obligation to
absorb, or the right to receive, the entity’s losses or
returns.

130 BNY Mellon

Report of Management on Internal Control Over Financial Reporting

Management of BNY Mellon is responsible for
establishing and maintaining adequate internal
control over financial reporting for BNY Mellon, as
such term is defined in Rule 13a-15(f) under the
Exchange Act.

BNY Mellon’s management, including its principal
executive officer and principal financial officer, has
assessed the effectiveness of BNY Mellon’s internal
control over financial reporting as of December 31,
2017. In making this assessment, management used
the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in
Internal Control - Integrated Framework (2013).
Based upon such assessment, management believes
that, as of December 31, 2017, BNY Mellon’s
internal control over financial reporting is effective
based upon those criteria.

KPMG LLP, the independent registered public
accounting firm that audited BNY Mellon’s 2017
financial statements included in this Annual Report
under “Financial Statements and Notes,” has issued a
report with respect to the effectiveness of BNY
Mellon’s internal control over financial reporting.
This report appears on page 132.

BNY Mellon 131

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
The Bank of New York Mellon Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited The Bank of New York Mellon Corporation and subsidiaries’ (BNY Mellon) internal control over
financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our
opinion, BNY Mellon maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of BNY Mellon as of December 31, 2017 and 2016, the related
consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years
in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial
statements), and our report dated February 28, 2018 expressed an unqualified opinion on those consolidated
financial statements.

Basis for Opinion

BNY Mellon’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report
of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on BNY
Mellon’s internal control over financial reporting based on our audit. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to BNY Mellon in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.

132 BNY Mellon

Report of Independent Registered Public Accounting Firm (continued)

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

New York, New York
February 28, 2018

BNY Mellon 133

Item 1. Financial Statements

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Income Statement

(in millions)
Fee and other revenue
Investment services fees:

Asset servicing
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 — including other-than-temporary impairment
Noncredit-related portion of other-than-temporary impairment (recognized in other
comprehensive income)
Net securities gains
Total fee and other revenue

Operations of consolidated investment management funds
Investment income
Interest of investment management fund note holders

Income from consolidated investment management funds

Net interest revenue
Interest revenue
Interest expense

Net interest revenue
Total revenue

Provision for credit losses
Noninterest expense
Staff
Professional, legal and other purchased services
Software
Net occupancy
Distribution and servicing
Sub-custodian
Furniture and equipment
Business development
Bank assessment charges
Other
Amortization of intangible assets
Merger and integration, litigation and restructuring charges

Total noninterest expense

Income
Income before income taxes
Provision for income taxes

Net income

Net (income) attributable to noncontrolling interests (includes $(33), $(10) and $(68) related to
consolidated investment management funds, respectively)

Net income applicable to shareholders of The Bank of New York Mellon Corporation

Preferred stock dividends

Year ended Dec. 31,

2017

2016

2015

4,383 $
1,553
977
557
7,470
3,584
668
216
160
64
12,162
6

3
3
12,165

4,244 $
1,404
1,026
547
7,221
3,350
701
219
166
341
11,998
79

4
75
12,073

74
4
70

4,382
1,074
3,308
15,543
(24)

5,972
1,274
744
569
419
250
241
229
220
724
209
106
10,957

4,610
496
4,114

(24)
4,090
(175)

35
9
26

3,575
437
3,138
15,237
(11)

5,733
1,185
647
590
405
245
247
245
219
721
237
49
10,523

4,725
1,177
3,548

(1)
3,547
(122)

4,187
1,375
978
555
7,095
3,438
768
220
162
316
11,999
82

(1)
83
12,082

115
29
86

3,326
300
3,026
15,194
160

5,837
1,230
627
600
381
270
280
267
157
804
261
85
10,799

4,235
1,013
3,222

(64)
3,158
(105)

Net income applicable to common shareholders of The Bank of New York Mellon
Corporation

3,915 $

3,425 $

3,053

134 BNY Mellon

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Income Statement (continued)

Net income applicable to common shareholders of The Bank of New York Mellon

Corporation used for the earnings per share calculation

(in millions)
Net income applicable to common shareholders of The Bank of New York Mellon Corporation
Less: Earnings allocated to participating securities (a)

Net income applicable to common shareholders of The Bank of New York Mellon

Corporation after required adjustment for the calculation of basic and diluted earnings per
common share

Year ended Dec. 31,

2017
3,915 $
43

2016
3,425 $
52

2015
3,053
43

3,872 $

3,373 $

3,010

Average common shares and equivalents outstanding of The Bank of New York Mellon

Corporation (a)

(in thousands)
Basic
Common stock equivalents
Less: Participating securities
Diluted

Anti-dilutive securities (b)

Year ended Dec. 31,

2017
1,034,281
13,030
(7,021)
1,040,290

2016
1,066,286
15,672
(9,945)
1,072,013

2015
1,104,719
17,290
(9,498)
1,112,511

12,383

31,695

28,736

Earnings per share applicable to common shareholders of The Bank of New York Mellon

Corporation (c)

Year ended Dec. 31,

2015
(in dollars)
2.73
Basic
2.71
Diluted
(a) Beginning in the third quarter of 2017, vested stock awards to retirement eligible employees are included in common shares outstanding
for earnings per share purposes. This change resulted in a de minimis increase to both average basic and average diluted shares
outstanding.

2016
3.16 $
3.15 $

2017
3.74 $
3.72 $

$
$

(b) Represents stock options, restricted stock, restricted stock units and participating securities outstanding but not included in the

computation of diluted average common shares because their effect would be anti-dilutive.

(c) Basic and diluted earnings per share under the two-class method are determined on the net income applicable to common shareholders
of The Bank of New York Mellon Corporation reported on the income statement less earnings allocated to participating securities.

See accompanying Notes to Consolidated Financial Statements.

BNY Mellon 135

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Comprehensive Income Statement

(in millions)
Net income
Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments
Unrealized gain (loss) on assets available-for-sale:
Unrealized gain (loss) arising during the period
Reclassification adjustment

Total unrealized gain (loss) on assets available-for-sale

Defined benefit plans:

Net gain (loss) arising during the period
Foreign exchange adjustment
Amortization of prior service credit, net loss and initial obligation included in net periodic

benefit cost
Total defined benefit plans

Net unrealized gain (loss) on cash flow hedges

Total other comprehensive income (loss), net of tax (a)
Total comprehensive income

Net (income) loss attributable to noncontrolling interests
Other comprehensive (income) loss attributable to noncontrolling interests

Year ended Dec. 31,

2017
4,114 $

2016
3,548 $

2015
3,222

853

153
(3)
150

342
1

68
411
9
1,423
5,537
(24)
(15)

(850)

(242)
(49)
(291)

(108)
—

57
(51)
(4)
(1,196)
2,352
(1)
31

(599)

(363)
(52)
(415)

(65)
—

69
4
8
(1,002)
2,220
(64)
36

Comprehensive income applicable to shareholders of The Bank of New York Mellon

Corporation

5,498 $

2,382 $

2,192

(a) Other comprehensive income (loss) attributable to The Bank of New York Mellon Corporation shareholders was $1,408 million for the
year ended Dec. 31, 2017, $(1,165) million for the year ended Dec. 31, 2016 and $(966) million for the year ended Dec. 31, 2015.

See accompanying Notes to Consolidated Financial Statements.

136 BNY Mellon

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Balance Sheet

(dollars in millions, except per share amounts)
Assets
Cash and due from:

Banks
Interest-bearing deposits with the Federal Reserve and other central banks

Interest-bearing deposits with banks
Federal funds sold and securities purchased under resale agreements
Securities:

Held-to-maturity (fair value of $40,512 and $40,669)
Available-for-sale
Total securities

Trading assets
Loans
Allowance for loan losses

Net loans

Premises and equipment
Accrued interest receivable
Goodwill
Intangible assets
Other assets (includes $791 and $1,339, at fair value)

Subtotal assets of operations

Assets of consolidated investment management funds, at fair value

Total assets

Liabilities
Deposits:

Noninterest-bearing (principally U.S. offices)
Interest-bearing deposits in U.S. offices
Interest-bearing deposits in non-U.S. offices

Total deposits

Federal funds purchased and securities sold under repurchase agreements
Trading liabilities
Payables to customers and broker-dealers
Commercial paper
Other borrowed funds
Accrued taxes and other expenses
Other liabilities (including allowance for lending-related commitments of $102 and $112, also includes $800

and $597, at fair value)

Long-term debt (includes $367 and $363, at fair value)

Subtotal liabilities of operations

Liabilities of consolidated investment management funds, at fair value

Total liabilities
Temporary equity
Redeemable noncontrolling interests
Permanent equity
Preferred stock – par value $0.01 per share; authorized 100,000,000 shares; issued 35,826 and 35,826 shares
Common stock – par value $0.01 per share; authorized 3,500,000,000 shares; issued 1,354,163,581 and

1,333,706,427 shares
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss, net of tax
Less: Treasury stock of 340,721,136 and 286,218,126 common shares, at cost
Total The Bank of New York Mellon Corporation shareholders’ equity

Nonredeemable noncontrolling interests of consolidated investment management funds

Total permanent equity
Total liabilities, temporary equity and permanent equity

See accompanying Notes to Consolidated Financial Statements.

Dec. 31,

2017

2016

5,382 $
91,510
11,979
28,135

40,827
79,543
120,370
6,022
61,540
(159)
61,381
1,634
610
17,564
3,411
23,029
371,027
731
371,758 $

82,716 $
52,294
109,312
244,322
15,163
3,984
20,184
3,075
3,028
6,225

6,050
27,979
330,010
2
330,012

4,822
58,041
15,086
25,801

40,905
73,822
114,727
5,733
64,458
(169)
64,289
1,303
568
17,316
3,598
20,954
332,238
1,231
333,469

78,342
52,049
91,099
221,490
9,989
4,389
20,987
—
754
5,867

5,635
24,463
293,574
315
293,889

179

151

3,542

14
26,665
25,635
(2,357)
(12,248)
41,251
316
41,567
371,758 $

13
25,962
22,621
(3,765)
(9,562)
38,811
618
39,429
333,469

BNY Mellon 137

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Statement of Cash Flows

(in millions)
Operating activities
Net income
Net (income) loss attributable to noncontrolling interests
Net income applicable to shareholders of The Bank of New York Mellon Corporation
Adjustments to reconcile net income to net cash provided by operating activities:

Provision for credit losses
Pension plan contributions
Depreciation and amortization
Deferred tax expense (benefit)
Net securities (gains)

Change in trading assets and liabilities
Originations of loans held-for-sale
Proceeds from the sales of loans originated for sale
Change in accruals and other, net

Net cash provided by operating activities

Investing activities

Change in interest-bearing deposits with banks
Change in interest-bearing deposits with the Federal Reserve and other central banks
Purchases of securities held-to-maturity
Paydowns of securities held-to-maturity
Maturities of securities held-to-maturity
Purchases of securities available-for-sale
Sales of securities available-for-sale
Paydowns of securities available-for-sale
Maturities of securities available-for-sale
Net change in loans
Sales of loans and other real estate
Change in federal funds sold and securities purchased under resale agreements
Net change in seed capital investments
Purchases of premises and equipment/capitalized software
Proceeds from the sale of premises and equipment
Acquisitions, net of cash
Dispositions, net of cash
Other, net

Net cash (used for) provided by investing activities

Financing activities

Change in deposits
Change in federal funds purchased and securities sold under repurchase agreements
Change in payables to customers and broker-dealers
Change in other borrowed funds
Change in commercial paper
Net proceeds from the issuance of long-term debt
Repayments of long-term debt
Proceeds from the exercise of stock options
Issuance of common stock
Issuance of preferred stock
Treasury stock acquired
Common cash dividends paid
Preferred cash dividends paid
Other, net

Net cash provided by (used for) financing activities

Effect of exchange rate changes on cash
Change in cash and due from banks
Change in cash and due from banks
Cash and due from banks at beginning of period
Cash and due from banks at end of period

Supplemental disclosures

Interest paid
Income taxes paid
Income taxes refunded

See accompanying Notes to Consolidated Financial Statements.

138 BNY Mellon

Year ended Dec. 31,

2017

2016

2015

4,114 $
(24)
4,090

3,548 $
(1)
3,547

(24)
(114)
1,474
133
(3)
(694)
—
—
(221)
4,641

3,830
(29,613)
(8,329)
4,448
3,992
(26,151)
6,001
9,129
6,319
2,794
392
(2,334)
(124)
(1,197)
—
—
—
(207)
(31,050)

17,069
5,174
(813)
1,852
3,075
4,738
(1,046)
431
34
—
(2,686)
(901)
(175)
28
26,780
189

(11)
(108)
1,502
(126)
(75)
1,522
(350)
831
(486)
6,246

(327)
53,347
(6,673)
4,907
3,738
(27,470)
7,580
8,826
11,347
(1,483)
173
(1,407)
(114)
(825)
65
(38)
1
(444)
51,203

(54,738)
(5,013)
(911)
225
—
6,229
(2,953)
438
27
990
(2,398)
(778)
(122)
(46)
(59,050)
(114)

560
4,822
5,382 $

1,033 $
498
20

(1,715)
6,537
4,822 $

406 $

1,010
307

3,222
(64)
3,158

160
(70)
1,457
47
(83)
(414)
(1,106)
725
253
4,127

4,225
(16,521)
(16,060)
3,698
1,222
(33,785)
19,016
8,776
14,689
(4,615)
362
(4,071)
287
(601)
—
(9)
17
3,583
(19,787)

11,890
3,533
719
(394)
—
4,986
(3,659)
326
26
990
(2,355)
(760)
(105)
(12)
15,185
42

(433)
6,970
6,537

295
1,015
901

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Statement of Changes in Equity

(in millions, except per
share amount)

Balance at Dec. 31, 2016
Shares issued to shareholders of

noncontrolling interests

Redemption of subsidiary shares
from noncontrolling interests

Other net changes in

noncontrolling interests

Net income (loss)
Other comprehensive income
Dividends:

Common stock at $0.86 per
share
Preferred stock

Repurchase of common stock
Common stock issued under:
Employee benefit plans
Direct stock purchase and

dividend reinvestment plan

Stock awards and options

exercised

The Bank of New York Mellon Corporation shareholders

Preferred
stock

Common
stock

Additional
paid-in
capital

Retained
earnings

Accumulated
other
comprehensive
(loss) income,
net of tax

Treasury
stock

Non-
redeemable
noncontrolling
interests of
consolidated
investment
management
funds

Total
permanent
equity

Redeemable
non-
controlling
interests/
temporary
equity

3,542 $

13 $

25,962 $ 22,621 $

(3,765) $ (9,562) $

618 $

39,429 (a) $

—

—
—

—

—
—

—

—
—

—

—
—

—

(35)

—
—

—

—
—

684

—

4,090
—

(901)

(175)
—

—

—
1,408

—

—
—

—

—
—
— (2,686)

—

(335)

33
—

—

—
—

—

(370)

4,123
1,408

(901)

(175)
(2,686)

685

151

(70)

(9)
15

—

—
—

—

179

Balance at Dec. 31, 2017

3,542 $

14 $

26,665 $ 25,635 $

(2,357) $(12,248) $

316 $

41,567 (a) $

(a)

Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $35,269 million at Dec. 31, 2016 and $37,709 million at Dec.
31, 2017.

The Bank of New York Mellon Corporation shareholders

Preferred
stock

Common
stock

Additional
paid-in
capital

Retained
earnings

Accumulated
other
comprehensive
(loss) income,
net of tax

Treasury
stock

Non-
redeemable
noncontrolling
interests of
consolidated
investment
management
funds

Total
permanent
equity

Redeemable
non-
controlling
interests/
temporary
equity

2,552 $

13 $

25,262 $ 19,974 $

(2,600) $ (7,164) $

738 $

38,775 (a) $

—

—
—

—

—
—

—

990

—

—
—

—

—
—

—

(24)

—
—

—

—
—

—

676

—

3,547
—

(778)

(122)
—

—

—
(1,165)

—

—
—

—

—
—
— (2,398)

—

(130)

10
—

—

—
—

—

(154)

3,557
(1,165)

(778)

(122)
(2,398)

990

676

200

(102)

(9)
(31)

—

—
—

—

(in millions, except per
share amounts)

Balance at Dec. 31, 2015
Shares issued to shareholders of

noncontrolling interests

Redemption of subsidiary shares
from noncontrolling interests

Other net changes in

noncontrolling interests

Net income (loss)
Other comprehensive (loss)
Dividends:
Common stock at $0.72 per
share

Preferred stock

Repurchase of common stock
Common stock issued under:
Employee benefit plans
Direct stock purchase and

dividend reinvestment plan

Preferred stock issued
Stock awards and options

exercised

Balance at Dec. 31, 2016

3,542 $

13 $

25,962 $ 22,621 $

(3,765) $ (9,562) $

618 $

39,429 (a) $

151

(a)

Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $35,485 million at Dec. 31, 2015 and $35,269 million at Dec.
31, 2016.

BNY Mellon 139

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Statement of Changes in Equity (continued)

The Bank of New York Mellon Corporation shareholders

Preferred
stock

Common
stock

Additional
paid-in
capital

Retained
earnings

Accumulated
other
comprehensive
income (loss),
net of tax

Treasury
stock

Non-
redeemable
noncontrolling
interests of
consolidated
investment
management
funds

Total
permanent
equity

Redeemable
non-
controlling
interests/
temporary
equity

1,562 $

13 $

24,626 $ 17,683 $

(1,634) $ (4,809) $

1,033 $

38,474 (a) $

229

—

1,562

—

—
—

—

—
—

—

990

—

—
—

—

—
—

—

602

—

(866)

24,626

17,683

(1,634)

(4,809)

769

38,210

—

(26)

—
—

—

—
—

—

616

—

3,158
—

(762)

(105)
—

—

—
(966)

—

—
—

—

—
—
— (2,355)

—

(73)

68
(26)

—

—
—

—

(99)

3,226
(992)

(762)

(105)
(2,355)

990

616

—

229

(92)

(4)
(10)

—

—
—

—

(in millions, except per
share amounts)

Balance at Dec. 31, 2014
Adjustment for the cumulative

effect of applying ASU 2015-02
for the consolidation of a legal
entity

Adjustment for the cumulative

effect of applying ASU 2015-02
for the deconsolidation of a legal
entity

Adjusted balance at Jan. 1,

2015

Shares issued to shareholders of

noncontrolling interests

Redemption of subsidiary shares
from noncontrolling interests

Other net changes in

noncontrolling interests

Net income
Other comprehensive (loss)
Dividends:
Common stock at $0.68 per
share

Preferred stock

Repurchase of common stock
Common stock issued under:
Employee benefit plans
Direct stock purchase and

dividend reinvestment plan

Preferred stock issued
Stock awards and options

exercised

Balance at Dec. 31, 2015

2,552 $

13 $

25,262 $ 19,974 $

(2,600) $ (7,164) $

738 $

38,775 (a) $

200

(a)

Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $35,879 million at Dec. 31, 2014 and $35,485 million at Dec.
31, 2015.

See accompanying Notes to Consolidated Financial Statements.

140 BNY Mellon

Notes to Consolidated Financial Statements

Note 1 - Summary of significant accounting
and reporting policies

Use of estimates

Nature of operations

BNY Mellon is a global leader in providing a broad
range of financial products and services in domestic
and international markets. Through our two principal
businesses, Investment Management and Investment
Services, we serve the following major classes of
customers - institutions, corporations and high net
worth individuals. For institutions and corporations,
we provide the following services:

•
•
•
•
•
•
•
•
•
•
•
•
•

investment management;
custody;
foreign exchange;
fund services;
broker-dealer services;
securities finance;
collateral and liquidity services;
clearing services
depositary receipts;
corporate trust;
global payments;
trade finance; and
cash management.

For individuals, we provide mutual funds, separate
accounts, wealth management and private banking
services. BNY Mellon’s investment management
businesses provide investment products in many asset
classes and investment styles on a global basis.

Basis of presentation

The accounting and financial reporting policies of
BNY Mellon, a global financial services company,
conform to U.S. generally accepted accounting
principles (“GAAP”) and prevailing industry
practices.

In the opinion of management, all adjustments
necessary for a fair presentation of financial position,
results of operations and cash flows for the periods
presented have been made. These financial
statements should be read in conjunction with BNY
Mellon’s Annual Report on Form 10-K for the year
ended Dec. 31, 2017. Certain immaterial
reclassifications have been made to prior periods to
place them on a basis comparable with current period
presentation.

The preparation of financial statements in conformity
with U.S. GAAP requires management to make
estimates based upon assumptions about future
economic and market conditions which affect
reported amounts and related disclosures in our
financial statements. Although our current estimates
contemplate current conditions and how we expect
them to change in the future, it is reasonably possible
that actual conditions could be worse than anticipated
in those estimates, which could materially affect our
results of operations and financial condition.
Amounts subject to estimates are items such as
allowance for loan losses and lending-related
commitments, fair value of financial instruments and
derivatives, other-than-temporary impairment,
goodwill and other intangibles and pension
accounting. Among other effects, such changes in
estimates could result in future impairments of
investment securities, goodwill and intangible assets
and establishment of allowances for loan losses and
lending-related commitments as well as changes in
pension and post-retirement expense.

Changes in accounting

See Note 2 for the new accounting standards adopted
in 2017.

Effective Oct. 1, 2016, we changed the 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,
which are both acceptable methods under ASC 310,
Receivables. The calculation performed under the
prepayment method was based on estimating
principal prepayment assumptions, principally driven
by interest rates, and estimating the remaining lives
of securities. This method resulted in retrospective
adjustments each period to reflect changes in those
estimates as if the updated estimated lives had been
applied since the acquisition of the securities. Under
the contractual method, no assumption is made
concerning prepayments. As principal prepayments
occur, a portion of the unamortized premium or
discount is recorded in interest revenue such that the
effective yield of a security remains constant
throughout the life of the security.

BNY Mellon 141

Notes to Consolidated Financial Statements (continued)

We have determined that the contractual method is
the preferable method of accounting as it is more
aligned with our approach to asset/liability
management, it reduces reliance on complex
estimates and judgments, and it is consistent with the
method predominantly used by our peers. The impact
of this change was not considered material to prior
periods and, as a result, the cumulative effect of the
change of approximately $15 million was reflected as
a positive adjustment to net interest revenue in the
fourth quarter of 2016. We estimate that net interest
revenue for 2016 would have been higher had we
continued to use the prepayment method, but have
not specifically quantified the impact subsequent to
the effective date, as the estimated amortization is
also immaterial.

Parent financial statements

The Parent financial statements in Note 17 of the
Notes to Consolidated Financial Statements include
the accounts of the Parent; those of a wholly owned
financing subsidiary that functions as a financing
entity for BNY Mellon and its subsidiaries; and
MIPA, LLC, a single-member limited liability
company, created to hold and administer corporate-
owned life insurance. Financial data for the Parent,
the financing subsidiary and the single-member
limited liability company are combined for financial
reporting purposes because of the limited function of
these entities and the unconditional guarantee by
BNY Mellon of their obligations.

Acquired businesses

The income statement and balance sheet include
results of acquired businesses accounted for under the
acquisition method of accounting pursuant to ASC
805, Business Combinations and equity investments
from the dates of acquisition. Contingent purchase
consideration was measured at its fair value and
recorded on the purchase date. Any subsequent
changes in the fair value of a contingent consideration
liability are recorded through the income statement.

Equity method investments, including renewable
energy investments

The consolidated financial statements include the
accounts of BNY Mellon and its subsidiaries. Equity
investments of less than a majority but at least 20%
ownership are accounted for by the equity method
and classified as other assets. Earnings on these

142 BNY Mellon

investments are reflected in fee and other revenue as
investment services fees, investment management and
performance fees or investment and other income, as
appropriate, in the period earned.

A loss in value of an equity investment that is
determined to be other-than-temporary, is recognized
by reducing the carrying value of the equity
investment down to its fair value.

Renewable energy investment projects through
limited liability companies are accounted for using
the equity method of accounting. The hypothetical
liquidation at book value (“HLBV”) methodology is
used to determine the loss that is recognized in each
quarter. HLBV estimates the liquidation value at the
beginning and end of each quarter, with the difference
recognized as the amount of loss under the equity
method.

The pre-tax losses are reported in investment and
other income section of the income statement. The
corresponding tax benefits and credits are recorded as
a reduction to provision for income taxes on the
income statement. The pre-tax losses, tax benefits
and credits are included in our projected annual
effective tax rate.

See Note 7 for the amount of our renewable energy
investments. Below are our most significant equity
method investments, other than the investments in
renewable energy.

Equity method investments at Dec. 31, 2017

(dollars in millions)
CIBC Mellon
Siguler Guff

Percentage
ownership Book value
580
246

50.0% $
20.0% $

Variable interest and voting model entities

We evaluate an entity for possible consolidation in
accordance with ASC 810, Consolidation, which we
adopted effective Jan. 1, 2015. We first determine
whether or not we have variable interests in the entity,
which are investments or other interests that absorb
portions of an entity’s expected losses or receive
portions of the entity’s expected returns. Our variable
interests may include decision-maker or service
provider fees, direct and indirect investments and
investments made by related parties, including related
parties under common control. If it is determined that

Notes to Consolidated Financial Statements (continued)

we do not have a variable interest in the entity, no
further analysis is required and the entity is not
consolidated.

If we hold a variable interest in the entity, further
analysis is performed to determine if the entity is a
VIE or a voting model entity (“VME”).

We consider the underlying facts and circumstances
of individual entities when assessing whether or not
an entity is a VIE. An entity is determined to be a
VIE if the equity investors:

•

do not have sufficient equity at risk for the entity
to finance its activities without additional
subordinated financial support; or
lack one or more of the following characteristics
of a controlling financial interest:
•

the power, through voting rights or similar
rights, to direct the activities of an entity that
most significantly impact the entity’s
economic performance;
the obligation to absorb the expected losses
of the entity; and
the right to receive the expected residual
returns of the entity.

•

We consolidate a VIE if it is determined that we have
a controlling financial interest in the entity. We have
a controlling financial interest in a VIE when we have
both (1) the power to direct the activities of the VIE
that most significantly impact the VIE’s economic
performance and (2) the obligation to absorb losses or
the right to receive benefits of the VIE that could
potentially be significant to that VIE.

For entities that do not meet the definition of a VIE,
the entity is considered a VME. We consolidate these
entities if we can exert control over the financial and
operating policies of an investee, which can occur if
we have a 50% or more voting interest in the entity.

Trading securities, available-for-sale securities and
held-to-maturity securities

Securities are accounted for under ASC 320,
Investments - Debt and Equity Securities. Securities
are classified as trading, available-for-sale or held-to-
maturity investment securities when they are
purchased. Securities are classified as trading
securities when our intention is to resell the
securities. Securities are classified as available-for-

sale securities when we intend to hold the securities
for an indefinite period of time or when the securities
may be used for tactical asset/liability purposes and
may be sold from time to time to effectively manage
interest rate exposure, prepayment risk and liquidity
needs. Securities are classified as held-to-maturity
securities when we intend to hold them until maturity.

Trading securities are measured at fair value and
included in trading assets on the balance sheet.
Trading revenue includes both realized and unrealized
gains and losses. The liability incurred on short-sale
transactions, representing the obligation to deliver
securities, is included in trading liabilities at fair
value.

Available-for-sale securities are measured at fair
value. The difference between fair value and
amortized cost representing unrealized gains or losses
on assets classified as available-for-sale, are recorded
net of tax as an addition to or deduction from OCI,
unless a security is deemed to have OTTI. Gains and
losses on sales of available-for-sale securities are
reported in the income statement. The cost of debt
and equity securities sold is determined on a specific
identification and average cost method, respectively.
Held-to-maturity securities are measured at amortized
cost.

Income on investment securities purchased is
adjusted for amortization of premium and accretion
of discount on a level yield basis, generally over their
contractual life.

We routinely conduct periodic reviews to identify and
evaluate each investment security to determine
whether OTTI has occurred. We examine various
factors when determining whether an impairment,
representing the fair value of a security being below
its amortized cost, is other than temporary. The
following are examples of factors that we consider:

• The length of time and the extent to which the
fair value has been less than the amortized cost
basis;

• Whether management has an intent to sell the

security;

• Whether the decline in fair value is attributable to
specific adverse conditions affecting a particular
investment;

BNY Mellon 143

Notes to Consolidated Financial Statements (continued)

• Whether the decline in fair value is attributable to
specific conditions, such as conditions in an
industry or in a geographic area;

• Whether a debt security has been downgraded by

a rating agency;

• Whether a debt security exhibits cash flow

deterioration; and

• For each non-agency RMBS, we compare the

remaining credit enhancement that protects the
individual security from losses against the
projected losses of principal and/or interest
expected to come from the underlying mortgage
collateral, to determine whether such credit losses
might directly impact the relevant security.

When we do not intend to sell the security and it is
more likely than not that we will not be required to
sell the security prior to recovery of its cost basis, the
credit component of an OTTI of a debt security is
recognized in earnings and the non-credit component
is recognized in OCI.

The determination of whether a credit loss exists is
based on the best estimate of the present value of cash
flows to be collected from the debt security.
Generally, cash flows are discounted at the effective
interest rate implicit in the debt security at the time of
acquisition. For debt securities that are beneficial
interests in securitized financial assets and are not
high credit quality, ASC 325, Investments - Other,
provides that cash flows be discounted at the current
yield used to accrete the beneficial interest.

If we intend to sell the security or it is more likely
than not that we will be required to sell the security
prior to recovery of its cost basis, the non-credit
component of OTTI is recognized in earnings and
subsequently accreted to interest income on an
effective yield basis over the life of the security.

For held-to-maturity debt securities, the amount of
OTTI recorded in OCI for the non-credit portion of a
previous OTTI is amortized prospectively, as an
increase to the carrying amount of the security, over
the remaining life of the security on the basis of the
timing of future estimated cash flows of the
securities.

The accounting policies for the determination of the
fair value of financial instruments and OTTI have
been identified as “critical accounting estimates” as
they require us to make numerous assumptions based

144 BNY Mellon

on available market data. See Note 4 of the Notes to
Consolidated Financial Statements for these
disclosures.

Loans and leases

Loans are reported net of any unearned income and
deferred fees and costs. Certain loan origination and
upfront commitment fees, as well as certain direct
loan origination and commitment costs, are deferred
and amortized as a yield adjustment over the lives of
the related loans. Loans held for sale are carried at
the lower of cost or fair value.

Unearned revenue on direct financing leases is
accreted over the lives of the leases in decreasing
amounts to provide a constant rate of return on the net
investment in the leases. Revenue on leveraged
leases is recognized on a basis to achieve a constant
yield on the outstanding investment in the lease, net
of the related deferred tax liability, in the years in
which the net investment is positive. Gains and
losses on residual values of leased equipment sold are
included in investment and other income.
Impairment of leveraged lease residual values is
reflected in net interest revenue. Considering the
nature of these leases and the number of significant
assumptions, there is risk associated with the income
recognition on these leases should any of the
assumptions change materially in future periods.

A modified loan is considered a troubled debt
restructuring (“TDR”) if the debtor is experiencing
financial difficulties and the creditor grants a
concession to the debtor that would not otherwise be
considered. A TDR may include a transfer of real
estate or other assets from the debtor to the creditor,
or a modification of the term of the loan. TDRs are
accounted for as impaired loans (see the
Nonperforming assets policy).

Nonperforming assets

Commercial loans are placed on nonaccrual status
when principal or interest is past due 90 days or
more, or when there is reasonable doubt that interest
or principal will be collected.

When a first lien residential mortgage loan reaches 90
days delinquent, it is subject to an impairment test
and may be placed on nonaccrual status. At 180 days
delinquent, the loan is subject to further impairment
testing. The loan will remain on accrual status if the

Notes to Consolidated Financial Statements (continued)

realizable value of the collateral exceeds the unpaid
principal balance plus accrued interest. If the loan is
impaired, a charge-off is taken and the loan is placed
on nonaccrual status. At 270 days delinquent, all first
lien mortgages are placed on nonaccrual status.
Second lien mortgages are automatically placed on
nonaccrual status when they reach 90 days
delinquent.

When a loan is placed on nonaccrual status,
previously accrued and uncollected interest is
reversed against current period interest revenue.
Interest receipts on nonaccrual and impaired loans are
recognized as interest revenue or are applied to
principal when we believe the ultimate collectability
of principal is in doubt. Nonaccrual loans generally
are restored to an accrual basis when principal and
interest become current and remain current for a
specified period.

A loan is considered to be impaired when it is
probable that we will be unable to collect all principal
and interest amounts due according to the contractual
terms of the loan agreement. An impairment
allowance is measured based upon the loan’s market
value, the present value of expected future cash
flows, discounted at the loan’s initial effective interest
rate, or at fair value of the collateral if the loan is
collateral dependent. If the loan valuation is less than
the recorded value of the loan, an impairment
allowance is established by a provision for credit loss.
Impairment allowances are not needed when the
recorded investment in an impaired loan is less than
the loan valuation.

Allowance for loan losses and allowance for lending-
related commitments

The allowance for loan losses, shown as a valuation
allowance to loans, and the allowance for lending-
related commitments recorded in other liabilities are
referred to as BNY Mellon’s allowance for credit
losses. The accounting policy for the determination
of the adequacy of the allowances has been identified
as a “critical accounting estimate” as it requires us to
make numerous complex and subjective estimates
and assumptions relating to amounts which are
inherently uncertain.

The allowance for loan losses is maintained to absorb
losses inherent in the loan portfolio as of the balance
sheet date based on our judgment. The allowance
determination methodology is designed to provide

procedural discipline in assessing the appropriateness
of the allowance. Credit losses are charged against
the allowance. Recoveries are added to the
allowance.

The methodology for determining the allowance for
lending-related commitments considers the same
factors as the allowance for loan losses, as well as an
estimate of the probability of drawdown at default.
We utilize a quantitative methodology and qualitative
framework for determining the allowance for loan
losses and the allowance for lending-related
commitments. Within this qualitative framework,
management applies judgment when assessing
internal risk factors and environmental factors to
compute an additional allowance for each component
of the loan portfolio.

The three elements of the allowance for loan losses
and the allowance for lending-related commitments
include the qualitative allowance framework. The
three elements are:

•

an allowance for impaired credits of $1 million or
greater;
an allowance for higher risk-rated credits and
pass-rated credits; and
an allowance for residential mortgage loans.

Our lending is primarily to institutional customers.
As a result, our loans are generally larger than $1
million. Therefore, the first element, impaired
credits, is based on individual analysis of all impaired
loans of $1 million and greater. The allowance is
measured by the difference between the recorded
value of impaired loans and their impaired value.
Impaired value is either the present value of the
expected future cash flows from the borrower, the
market value of the loan, or the fair value of the
collateral, if the loan is collateral dependent.

BNY Mellon 145

Notes to Consolidated Financial Statements (continued)

credit rating. Borrower ratings are reviewed at least
annually and are periodically mapped to third-party
databases, including rating agency and default and
recovery databases, to ensure ongoing consistency
and validity. Higher risk-rated credits are reviewed
quarterly.

The third element, the allowance for residential
mortgage loans, is determined by segregating six
mortgage pools into delinquency periods ranging
from current through foreclosure. Each of these
delinquency periods is assigned a probability of
default. A specific loss given default is assigned for
each mortgage pool. BNY Mellon assigns all
residential mortgage pools, except home equity lines
of credit, a probability of default and loss given
default based on default and loss data derived from
internal historical data related to our residential
mortgage portfolio. The resulting incurred loss factor
(the probability of default multiplied by the loss given
default) is applied against the loan balance to
determine the allowance held for each pool. For
home equity lines of credit, probability of default and
loss given default are based on external data from
third-party databases due to the small size of the
portfolio and insufficient internal data.

The qualitative framework is used to determine an
additional allowance for each portfolio based on the
factors below:

Internal risk factors:

• Nonperforming loans to total non-margin loans;
• Criticized assets to total loans and lending-related

commitments;

• Borrower concentration; and
• Significant concentrations in high risk industries

and countries.

Environmental risk factors:

• U.S. non-investment grade default rate;
• Unemployment rate; and
• Change in real gross domestic product.

146 BNY Mellon

determined in the aggregate, our qualitative
allowance is then allocated to each of our loan classes
based on the respective classes’ quantitative
allowance balances with the allocations adjusted,
when necessary, for class specific risk factors.

Based on this analysis, we assign a risk level - no
impact, low, moderate, high and elevated - to each
risk factor for the current quarter. Management
assesses the impact of each risk factor to determine
an aggregate risk level. We do not quantify the
impact of any particular risk factor. Management’s
assessment of the risk factors, as well as the trend in
the quantitative allowance, supports management’s
judgment for the overall required qualitative
allowance. A smaller qualitative allowance may be
required when our quantitative allowance has
reflected incurred losses associated with the
aggregate risk level. A greater qualitative allowance
may be required if our quantitative allowance does
not yet reflect the incurred losses associated with the
aggregate risk level.

The allocation of the allowance for credit losses is
inherently judgmental, and the entire allowance for
credit losses is available to absorb credit losses
regardless of the nature of the loss.

Premises and equipment

Premises and equipment are carried at cost less
accumulated depreciation and amortization.
Depreciation and amortization is computed using the
straight-line method over the estimated useful life of
the owned asset and, for leasehold improvements,
over the lesser of the remaining term of the leased
facility or the estimated economic life of the
improvement. For owned and capitalized assets,
estimated useful lives range from 2 to 40 years.
Maintenance and repairs are charged to expense as
incurred, while major improvements are capitalized
and amortized to operating expense over their
identified useful lives.

Notes to Consolidated Financial Statements (continued)

Software

BNY Mellon capitalizes costs relating to acquired
software and internal-use software development
projects that provide new or significantly improved
functionality. We capitalize projects that are expected
to result in longer-term operational benefits, such as
replacement systems or new applications that result in
significantly increased operational efficiencies or
functionality. All other costs incurred in connection
with an internal-use software project are expensed as
incurred. Capitalized software is recorded in other
assets.

Identified intangible assets and goodwill

Identified intangible assets with estimable lives are
amortized in a pattern consistent with the assets’
identifiable cash flows or using a straight-line method
over their remaining estimated benefit periods if the
pattern of cash flows is not estimable. Intangible
assets with estimable lives are reviewed for possible
impairment when events or changed circumstances
may affect the underlying basis of the asset.
Goodwill and intangibles with indefinite lives are not
amortized, but are assessed annually for impairment,
or more often if events and circumstances indicate it
is more likely than not they may be impaired.
Beginning in 2017, with the adoption of ASU
2017-04, the amount of goodwill impairment is
determined by the excess of the carrying value of the
reporting unit over its fair value. The accounting
policy for valuing and impairment testing of
identified intangible assets and goodwill has been
identified as a “critical accounting estimate” as it
requires us to make numerous complex and
subjective estimates. See Note 6 of the Notes to
Consolidated Financial Statements for additional
disclosures related to goodwill and intangible assets.

Investments in qualified affordable housing projects

Investments in qualified affordable housing projects
through a limited liability entity are accounted for
utilizing the proportional amortization method.
Under the proportional amortization method, the
initial cost of the investment is amortized to the
provision for income taxes in proportion to the tax
credits and other tax benefits received. The net
investment performance, including tax credits and
other benefits received, is recognized in the income
statement as a component of income tax expense.
Additionally, the value of the commitments to fund

qualified affordable housing projects is included in
other assets on the balance sheet and a liability is
recorded for the unfunded portion.

Seed capital

Seed capital investments are generally classified as
other assets and carried at fair value. Unrealized
gains and losses on seed capital investments are
recorded in investment and other income. Certain
risk retention investments in our collateralized loan
obligations (“CLOs”) are classified as available-for-
sale securities. Any unrealized gains and losses are
recorded net of tax, as an addition to or deduction
from, other comprehensive income, unless the
investment is deemed to have OTTI.

Noncontrolling interests

Noncontrolling interests included in permanent equity
are adjusted for the income or (loss) attributable to
the noncontrolling interest holders and any
distributions to those shareholders. Redeemable
noncontrolling interests are reported as temporary
equity. BNY Mellon recognizes changes in the
redemption value of the redeemable noncontrolling
interests as they occur and adjusts the carrying value
to be equal to the redemption value.

Fee revenue

We record investment services fees, investment
management fees, foreign exchange and other trading
revenue, financing-related fees, distribution and
servicing, and other revenue when the services are
provided and earned based on contractual terms,
when amounts are determined and collectability is
reasonably assured.

Additionally, we recognize revenue from non-
refundable, upfront implementation fees under
outsourcing contracts using a straight-line method,
commencing in the period the ongoing services are
performed through the expected term of the
contractual relationship. Incremental direct set-up
costs of implementation, up to the related
implementation fee or minimum fee revenue amount,
are deferred and amortized over the same period that
the related implementation fees are recognized. If a
client terminates an outsourcing contract prematurely,
the unamortized deferred incremental direct set-up
costs and the unamortized deferred up-front

BNY Mellon 147

Notes to Consolidated Financial Statements (continued)

implementation fees related to that contract are
recognized in the period the contract is terminated.

Pension

Performance fees are recognized in the period in
which the performance fees are earned and become
determinable. Performance fees are generally
calculated as a percentage of the applicable
portfolio’s performance in excess of a benchmark
index or a peer group’s performance. When a
portfolio underperforms its benchmark or fails to
generate positive performance, subsequent years’
performance must generally exceed this shortfall
prior to fees being earned. Amounts billable, which
are subject to a clawback if future performance
thresholds in current or future years are not met, are
not recognized since the fees are potentially
uncollectible. These fees are recognized when it is
determined that they will be collected. When a multi-
year performance contract provides that fees earned
are billed ratably over the performance period, only
the portion of the fees earned that are non-refundable
are recognized.

Net interest revenue

Revenue on interest-earning assets and expense on
interest-bearing liabilities are recognized based on the
effective yield of the related financial instrument.
The amortization of premiums and accretion of
discounts are included in interest revenue and are
adjusted for prepayments when they occur, such that,
the effective yield remains constant throughout the
contractual life of the security. Negative interest
incurred on assets or charged on liabilities is
presented as contra interest income and contra
expense, respectively.

Foreign currency translation

Assets and liabilities denominated in foreign
currencies are translated to U.S. dollars at the rate of
exchange on the balance sheet date. Transaction
gains and losses are included in the income statement.
Translation gains and losses on investments in foreign
entities with functional currencies that are not the
U.S. dollar are recorded as foreign currency
translation adjustments in OCI. Revenue and expense
transactions are translated at the applicable daily rate
or the weighted average monthly exchange rate when
applying the daily rate is not practical.

148 BNY Mellon

The measurement date for BNY Mellon’s pension
plans is Dec. 31. Plan assets are determined based on
fair value generally representing observable market
prices. The projected benefit obligation is determined
based on the present value of projected benefit
distributions at an assumed discount rate. The
discount rate utilized is based on the yield curves of
high-quality corporate bonds available in the
marketplace. The net periodic pension expense or
credit includes service costs (if applicable), interest
costs based on an assumed discount rate, an expected
return on plan assets based on an actuarially derived
market-related value, amortization of prior service
cost and amortization of prior years’ actuarial gains
and losses.

Actuarial gains and losses include gains or losses
related to changes in the amount of the projected
benefit obligation or plan assets resulting from
demographic or investment experience different than
assumed, changes in the discount rate or other
assumptions. To the extent an actuarial gain or loss
exceeds 10% of the greater of the projected benefit
obligation or the market-related value of plan assets,
the excess is generally recognized over the future
service periods of active employees. Effective June
30, 2015, benefit accruals under the U.S. pension
plans were frozen. Future unrecognized actuarial
gains and losses for the U.S. plans that exceed a
threshold amount are amortized over the average
future life expectancy of plan participants with a
maximum of 15 years.

The market-related value utilized to determine the
expected return on plan assets is based on the fair
value of plan assets adjusted for the difference
between expected returns and actual performance of
plan assets. The difference between actual experience
and expected returns on plan assets is included as an

Notes to Consolidated Financial Statements (continued)

adjustment in the market-related value over a five-
year period.

Derivative financial instruments

BNY Mellon’s accounting policy regarding pensions
has been identified as a “critical accounting estimate”
as it requires management to make numerous
complex and subjective assumptions relating to
amounts which are inherently uncertain. See Note 16
of the Notes to Consolidated Financial Statements for
additional disclosures related to pensions.

Severance

BNY Mellon provides separation benefits for U.S.-
based employees through The Bank of New York
Mellon Corporation Supplemental Unemployment
Benefit Plan. These benefits are provided to eligible
employees separated from their jobs for business
reasons not related to individual performance. Basic
separation benefits are generally based on the
employee’s years of continuous benefited service.
Severance for employees based outside of the U.S. is
determined in accordance with local agreements and
legal requirements. Severance expense is recorded
when management commits to an action that will
result in separation and the amount of the liability can
be reasonably estimated.

Income taxes

We record current tax liabilities or assets through
charges or credits to the current tax provision for the
estimated taxes payable or refundable for the current
year. Deferred tax assets and liabilities are recorded
for future tax consequences attributable to differences
between the financial statement carrying amounts of
assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are
expected to be recovered or settled. A deferred tax
valuation allowance is established if it is more likely
than not that all or a portion of the deferred tax assets
will not be realized. A tax position that fails to meet a
more-likely-than-not recognition threshold will result
in either reduction of current or deferred tax assets,
and/or recording of current or deferred tax liabilities.
Interest and penalties related to income taxes are
recorded as income tax expense.

Derivatives are recorded on the balance sheet at fair
value and include futures, forwards, interest rate
swaps, foreign currency swaps and options and
similar products. Derivatives in an unrealized gain
position are recognized as assets while derivatives in
unrealized loss position are recognized as liabilities.
Derivatives are reported net by counterparty and after
consideration of cash collateral, to the extent subject
to legally enforceable netting agreements.
Derivatives designated and effective in qualifying
hedging relationships are classified in other assets or
other liabilities on the balance sheet. All other
derivatives are classified within trading assets or
trading liabilities on the balance sheet. Gains and
losses on trading derivatives are included in foreign
exchange and other trading revenue.

We enter into various derivative financial instruments
for non-trading purposes primarily as part of our
asset/liability management process. These
derivatives are designated as either fair value or cash
flow hedges of certain assets and liabilities or
forecasted transactions when we enter into the
derivative contracts. Gains and losses associated with
fair value hedges are recorded in income as well as
any change in the value of the related hedged item
associated with the designated risks being hedged.
Gains and losses on cash flow hedges are recorded in
OCI, until reclassified into earnings in the same
period the hedged item impacts earnings. Foreign
currency transaction gains and losses related to a
hedged net investment in a foreign operation, net of
their tax effect, are recorded with cumulative foreign
currency translation adjustments within OCI.

We formally document all relationships between
hedging instruments and hedged items, as well as our
risk-management objectives and strategy for
undertaking various hedging transactions.

We formally assess, both at the hedge’s inception and
on an ongoing basis, whether the derivatives that are
used in hedging transactions are highly effective and
whether those derivatives are expected to remain
highly effective in future periods. At inception, the
potential causes of ineffectiveness related to each of
our hedges is assessed to determine if we can expect
the hedge to be highly effective over the life of the
transaction and to determine the method for
evaluating effectiveness on an ongoing basis.

BNY Mellon 149

Notes to Consolidated Financial Statements (continued)

Quarterly, we perform a quantitative effectiveness
assessment and record any ineffectiveness in current
earnings.

We discontinue hedge accounting prospectively when
we determine that a derivative is no longer an
effective hedge or the derivative expires, is sold, or
management discontinues the derivative’s hedge
designation. Subsequent gains and losses on these
derivatives are included in foreign exchange and
other trading revenue. For discontinued fair value
hedges, the accumulated gain or loss on the hedged
item is amortized on a yield basis over the remaining
life of the hedged item. When we discontinue cash
flow hedge accounting and it is probable that the
amount in OCI at the de-designation date continues to
be reported in OCI until the forecasted transaction
affects earnings. If cash flow hedge accounting is
discontinued as a result of a forecasted transaction no
longer being probable, then the amount reported in
OCI is immediately reclassified to current earnings in
foreign exchange and other trading revenue.

The determination of fair value of derivative financial
instruments has been identified as a “critical
accounting estimate.” See Note 21 of the Notes to
Consolidated Financial Statements for additional
disclosures related to derivative financial instruments.

Statement of cash flows

We have defined cash as cash and due from banks.
Cash flows from hedging activities are classified in
the same category as the items hedged.

Stock-based compensation

Compensation expense relating to share-based
payments is recognized in the income statement, on a
straight-line basis, over the applicable vesting period.

Certain of our stock compensation grants vest when
the employee retires. New grants with this feature are
expensed by the first date the employee is eligible to
retire. We estimate forfeitures when recording
compensation cost related to share-based payment
awards.

150 BNY Mellon

Note 2 - Accounting change and new
accounting guidance

ASU 2017-04, Simplifying the Test for Goodwill
Impairment

In January 2017, the FASB issued ASU 2017-04,
Simplifying the Test for Goodwill Impairment. This
ASU simplifies the annual goodwill impairment test
by eliminating Step 2. The Step 2 calculation
estimated the implied goodwill using the fair values
of all assets, including previously unrecorded
intangibles, and liabilities at the date of the test. Step
2 was required if the first step of the annual test
indicated that the fair value of a reporting unit is less
than its carrying value. After adopting this ASU, the
amount of any goodwill impairment will be
determined by the excess of the carrying value of a
reporting unit over its fair value. The Company early
adopted this ASU in the second quarter of 2017, in
conjunction with our annual goodwill impairment
test. The annual test did not result in any impairment.

ASU 2016-09, Compensation – Stock Compensation

In March 2016, the FASB issued ASU 2016-09,
Compensation – Stock Compensation. This ASU
simplifies several aspects of the accounting for share-
based payment transactions, including income tax
consequences, recognition of forfeitures and
classification on the statement of cash flows. The
Company adopted this ASU effective Jan. 1, 2017.

In 2017, we recorded an income tax benefit of $50
million related to the vesting of stock awards and
option exercises in the provision for income taxes.
Previously, this had been recorded directly to
additional paid-in capital. The impact in future
periods will vary depending on the number of
restricted stock units vesting (which primarily occurs
in the first quarter of each year), the number of stock
options exercised and the change in value since the
grant date.

We continue to apply our accounting policy election
for estimating forfeitures. Additionally, beginning in
the quarter ended March 31, 2017, we reported excess
tax benefits related to stock-based compensation as
operating activities on the statement of cash flows
and the employee taxes paid will continue to be
reported as financing activities.

Notes to Consolidated Financial Statements (continued)

Note 3 - Acquisitions and dispositions

Note 4 - Securities

We sometimes structure our acquisitions with both an
initial payment and later contingent payments tied to
post-closing revenue or income growth. Contingent
payments totaled $2 million in 2017.

The following tables present the amortized cost, the
gross unrealized gains and losses and the fair value of
securities at Dec. 31, 2017, Dec. 31, 2016 and Dec.
31, 2015, respectively.

At Dec. 31, 2017, we are potentially obligated to pay
additional consideration which, using reasonable
assumptions, could range from $0 million to $16
million over the next two years, but could be higher
as certain of the arrangements do not contain a
contractual maximum. The acquisitions and
dispositions described below did not have a material
impact on BNY Mellon’s results of operations.

Acquisition in 2016

On April 1, 2016, BNY Mellon acquired the assets of
Atherton Lane Advisers, LLC, a U.S.-based
investment manager with approximately $2.45 billion
in AUM and servicer for approximately 700 high-net-
worth clients, for cash of $38 million, plus contingent
payments measured at $22 million. Goodwill related
to this acquisition totaled $29 million and is included
in the Investment Management business. The
customer relationship intangible asset related to this
acquisition is included in the Investment Management
business, with an estimated life of 14 years, and
totaled $30 million at acquisition.

Acquisition in 2015

On Jan. 2, 2015, BNY Mellon acquired Cutwater
Asset Management, a U.S.-based, fixed income and
solutions specialist with approximately $23 billion in
AUM.

Disposition in 2015

On July 31, 2015, BNY Mellon sold Meriten
Investment Management GmbH, a German-based
investment management boutique, for $40 million.
As a result of this sale, we recorded an after-tax loss
of $12 million. Goodwill of $22 million and
customer relationship intangible assets of $9 million
were removed from the balance sheet as a result of
this sale.

Securities at Dec. 31, 2017

(in millions)
Available-for-sale:
U.S. Treasury
U.S. government

agencies

State and political

subdivisions
Agency RMBS
Non-agency RMBS
Other RMBS
Commercial MBS
Agency commercial

MBS
CLOs
Other asset-backed

securities

Foreign covered bonds
Corporate bonds
Sovereign debt/

sovereign guaranteed

Other debt securities
Money market funds
Non-agency RMBS (a)

Amortized
cost

Gross
unrealized

Gains Losses

Fair
value

15,159 $ 264 $ 160 $

15,263

917

908

2,949
24,002
454
152
1,360

8,793
2,898

1,040
2,520
1,249

12,405
3,494
963
811

31
108
36
3
6

36
12

3
18
17

175
9
—
281

23
291
3
6
6

67
1

—
9
11

23
12
—
1

2,957
23,819
487
149
1,360

8,762
2,909

1,043
2,529
1,255

12,557
3,491
963
1,091

Total securities
available-for-sale (b) $

79,166 $1,000 $ 623 $

79,543

Held-to-maturity:
U.S. Treasury
U.S. government

agencies

State and political

subdivisions
Agency RMBS
Non-agency RMBS
Other RMBS
Commercial MBS
Agency commercial

MBS

Foreign covered bonds
Sovereign debt/

sovereign guaranteed

Other debt securities

Total securities held-

to-maturity
Total securities

9,792 $

6 $

56 $

9,742

1,653

17
26,208
57
65
6

1,324
84

1,593
28

—

—
51
5
—
—

2
2

30
—

1
332
—
1
—

9
—

—
—

1,641

16
25,927
62
64
6

1,317
86

1,623
28

40,827 $

$
40,512
$ 119,993 $1,096 $1,034 $ 120,055

96 $ 411 $

(a) Previously included in the Grantor Trust. The Grantor Trust

(b)

was dissolved in 2011.
Includes gross unrealized gains of $50 million and gross
unrealized losses of $144 million recorded in accumulated other
comprehensive income related to investment securities that were
transferred from available-for-sale to held-to-maturity. The
unrealized gains and losses are primarily related to Agency
RMBS and will be amortized into net interest revenue over the
contractual lives of the securities.

BNY Mellon 151

Notes to Consolidated Financial Statements (continued)

Securities at Dec. 31, 2016

Securities at Dec. 31, 2015

(in millions)
Available-for-sale:
U.S. Treasury
U.S. government

agencies

State and political

subdivisions
Agency RMBS
Non-agency RMBS
Other RMBS
Commercial MBS
Agency commercial

MBS
CLOs
Other asset-backed

securities

Foreign covered bonds
Corporate bonds
Sovereign debt/

sovereign guaranteed

Other debt securities
Equity securities
Money market funds
Non-agency RMBS (a)

Amortized
cost

Gross
unrealized

Gains Losses

Fair
value

14,373 $ 115 $ 181 $

14,307

366

359

3,392

22,929
620
517
931

6,505

2,593

1,729

2,126
1,391

12,248

1,952
2
842
1,080

148
31
4
8

24
22

261

19
1
—
286

341
13
8
11

9
17

10
—
—
9

3,378

22,736
638
513
928

6,449

2,598

1,727

2,141
1,396

12,489

1,961
3
842
1,357

(in millions)
Available-for-sale:
U.S. Treasury
U.S. government

agencies

State and political

subdivisions
Agency RMBS
Non-agency RMBS
Other RMBS
Commercial MBS
Agency commercial

MBS
CLOs
Other asset-backed

securities

Foreign covered bonds
Corporate bonds
Sovereign debt/

sovereign guaranteed

Other debt securities
Equity securities
Money market funds
Non-agency RMBS (a)

Amortized
cost

Gross
unrealized

Gains Losses

Fair
value

12,693 $ 175 $

36 $

12,832

386

387

3,968

23,549
782
1,072
1,400

4,031

2,363

2,909

2,125
1,740

13,036

2,732
3
886
1,435

239
31
10
8

46
26

211

46
1
—
362

287
20
21
16

3
14

3
—
—
8

4,046

23,501
793
1,061
1,392

4,020

2,351

2,893

2,168
1,752

13,217

2,775
4
886
1,789

Total securities
available-for-sale (b) $

73,596 $ 997 $ 771 $

73,822

Total securities
available-for-sale (b) $

75,110 $1,274 $ 517 $

75,867

Held-to-maturity:
U.S. Treasury
U.S. government

agencies

State and political

subdivisions
Agency RMBS
Non-agency RMBS
Other RMBS
Commercial MBS
Agency commercial

MBS

Foreign covered bonds
Sovereign debt/

sovereign guaranteed

Other debt securities

Total securities held-

to-maturity
Total securities

11,117 $

22 $

41 $

11,098

1,589

25,221
78
142
7

721

1,911

—

57
4
—
—

—

299
2
4
—

—

1,583

24,979
80
138
7

712

1,953

40,905 $ 127 $ 363 $

$
$ 114,501 $1,124 $1,134 $ 114,491

40,669

Held-to-maturity:
U.S. Treasury
U.S. government

agencies

State and political

subdivisions
Agency RMBS
Non-agency RMBS
Other RMBS
Commercial MBS
Agency commercial

MBS

Foreign covered bonds
Sovereign debt/

sovereign guaranteed

Other debt securities

Total securities held-

to-maturity
Total securities

11,326 $

25 $

51 $

11,300

1,431

—

26,036
118
224
9

503

3,538

—

134
5
1
—

—

205
2
10
—

—

1,425

25,965
121
215
9

494

3,549

43,312 $ 187 $ 295 $

43,204
$
$ 118,422 $1,461 $ 812 $ 119,071

(a) Previously included in the Grantor Trust. The Grantor Trust

(b)

was dissolved in 2011.
Includes gross unrealized gains of $62 million and gross
unrealized losses of $190 million recorded in accumulated other
comprehensive income related to investment securities that were
transferred from available-for-sale to held-to-maturity. The
unrealized gains and losses are primarily related to Agency
RMBS and will be amortized into net interest revenue over the
contractual lives of the securities.

(b)

was dissolved in 2011.
Includes gross unrealized gains of $84 million and gross
unrealized losses of $248 million recorded in accumulated other
comprehensive income related to investment securities that were
transferred from available-for-sale to held-to-maturity. The
unrealized gains and losses are primarily related to Agency
RMBS and will be amortized into net interest revenue over the
contractual lives of the securities.

152 BNY Mellon

Notes to Consolidated Financial Statements (continued)

The following table presents the realized gains, losses
and impairments, on a gross basis.

Temporarily impaired securities

Net securities gains (losses)
(in millions)
Realized gross gains
Realized gross losses
Recognized gross impairments

Total net securities gains

2017

2016

47 $
(40)
(4)
3 $

86 $
(4)
(7)
75 $

2015
90
(2)
(5)
83

In 2017, other RMBS with an aggregate amortized
cost of $74 million and fair value of $76 million were
transferred from held-to-maturity securities to
available-for-sale securities. Due to recent ratings
downgrades, the Company no longer intends to hold
these securities to maturity.

In 2015, Agency MBS, sovereign debt and U.S.
Treasury securities with an aggregate amortized cost
of $11.6 billion and fair value of $11.6 billion were
transferred from available-for-sale securities to held-
to-maturity securities. Additionally, in 2013, Agency
RMBS securities with an amortized cost of $7.3
billion and fair value of $7.0 billion were transferred
from available-for-sale securities to held-to-maturity
securities. These actions, in addition to realizing
gains on the sales of securities, are expected to mute
the impact to our accumulated other comprehensive
income in the event of a rise in interest rates.

At Dec. 31, 2017, the unrealized losses on the
investment securities portfolio were primarily
attributable to an increase in interest rates from date
of purchase, and for certain securities that were
transferred from available-for-sale to held-to-
maturity, an increase in interest rates through the date
they were transferred. Specifically, $144 million of
the unrealized losses at Dec. 31, 2017 and $190
million at Dec. 31, 2016 reflected in the available-for-
sale sections of the tables below relate to certain
securities (primarily Agency RMBS) that were
transferred in prior periods from available-for-sale to
held-to-maturity. The unrealized losses will be
amortized into net interest revenue over the
contractual lives of the securities. The transfer
created a new cost basis for the securities. As a
result, if these securities have experienced unrealized
losses since the date of transfer, the corresponding
fair value and unrealized losses would be reflected in
the held-to-maturity sections of the following tables.
We do not intend to sell these securities and it is not
more likely than not that we will have to sell these
securities.

BNY Mellon 153

Notes to Consolidated Financial Statements (continued)

The following tables show the aggregate fair value of investments with a continuous unrealized loss position for less
than 12 months and those that have been in a continuous unrealized loss position for 12 months or more at Dec. 31,
2017 and Dec. 31, 2016, respectively.

Temporarily impaired securities at Dec. 31, 2017

Less than 12 months

12 months or more

Total

(in millions)
Available-for-sale:
U.S. Treasury
U.S. government agencies
State and political subdivisions
Agency RMBS
Non-agency RMBS
Other RMBS
Commercial MBS
Agency commercial MBS
CLOs
Foreign covered bonds
Corporate bonds
Sovereign debt/sovereign guaranteed
Other debt securities
Non-agency RMBS (a)

Total securities available-for-sale (b)

Held-to-maturity:
U.S. Treasury
U.S. government agencies
State and political subdivisions
Agency RMBS
Other RMBS
Agency commercial MBS

Fair
value

Unrealized
losses

Fair
value

Unrealized
losses

Fair
value

Unrealized
losses

7,429 $
588
732
8,567
13
71
476
3,077
260
953
274
1,880
1,855
7

26,182 $

131
6
3
66
—
4
3
28
1
7
2
12
7
—
270

6,389 $
791
—
9,458
—
737
17,375 $
43,557 $

41
4
—
81
—
7
133
403

2,175 $
160
518
5,834
137
45
122
1,332
—
116
288
559
368
12
11,666 $

29
4
20
225
3
2
3
39
—
2
9
11
5
1
353

2,909 $
850
4
12,305
50
60
16,178 $
27,844 $

15
8
1
251
1
2
278
631

9,604 $
748
1,250
14,401
150
116
598
4,409
260
1,069
562
2,439
2,223
19
37,848 $

160
10
23
291
3
6
6
67
1
9
11
23
12
1
623

9,298 $
1,641
4
21,763
50
797
33,553 $
71,401 $

56
12
1
332
1
9
411
1,034

Total securities held-to-maturity
Total temporarily impaired securities

$
$
(a) Previously included in the Grantor Trust. The Grantor Trust was dissolved in 2011.
(b) Includes gross unrealized losses for 12 months or more of $144 million recorded in accumulated other comprehensive income related to
investment securities that were transferred from available-for-sale to held-to-maturity. The unrealized losses are primarily related to
Agency RMBS and will be amortized into net interest revenue over the contractual lives of the securities. There were no gross unrealized
losses for less than 12 months.

$
$

154 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Temporarily impaired securities at Dec. 31, 2016

Less than 12 months

12 months or more

Total

(in millions)
Available-for-sale:
U.S. Treasury
U.S. government agencies
State and political subdivisions
Agency RMBS
Non-agency RMBS
Other RMBS
Commercial MBS
Agency commercial MBS
CLOs
Other asset-backed securities
Foreign covered bonds
Corporate bonds
Sovereign debt/sovereign guaranteed
Other debt securities
Non-agency RMBS (a)

Total securities available-for-sale (b)

Held-to-maturity:
U.S. Treasury
U.S. government agencies
State and political subdivisions
Agency RMBS
Non-agency RMBS
Other RMBS
Agency commercial MBS

Fair
value

Unrealized
losses

Fair
value

Unrealized
losses

Fair
value

Unrealized
losses

8,489 $
257
1,058
14,766
21
26
302
3,570
443
276
712
594
1,521
742
25
32,802 $

181
9
33
141
—
—
7
78
1
1
9
16
20
10
—
506

6,112 $
1,533
—
19,498
4
15
621
27,783 $
60,585 $

41
6
—
297
—
—
10
354
860

— $
—
131
1,673
332
136
163
589
404
357
—
7
63
50
47
3,952 $

— $
—
19
200
13
8
4
6
—
5
—
1
—
—
9
265

8,489 $
257
1,189
16,439
353
162
465
4,159
847
633
712
601
1,584
792
72
36,754 $

181
9
52
341
13
8
11
84
1
6
9
17
20
10
9
771

— $
—
4
102
48
123
—
277 $
4,229 $

— $
—
1
2
2
4
—
9
274

6,112 $
1,533
4
19,600
52
138
621
28,060 $
64,814 $

41
6
1
299
2
4
10
363
1,134

Total securities held-to-maturity
Total temporarily impaired securities

$
$
(a) Previously included in the Grantor Trust. The Grantor Trust was dissolved in 2011.
(b) Includes gross unrealized losses for 12 months or more of $190 million recorded in accumulated other comprehensive income related to
investment securities that were transferred from available-for-sale to held-to-maturity. The unrealized losses are primarily related to
Agency RMBS and will be amortized into net interest revenue over the contractual lives of the securities. There were no gross unrealized
losses for less than 12 months.

$
$

The following table shows the maturity distribution by carrying amount and yield (on a tax equivalent basis) of our
investment securities portfolio.

U.S. Treasury

U.S. government
agencies

State and political
subdivisions

Other bonds, notes
and debentures

Amount Yield (a)

Mortgage/
asset-backed and
equity securities
Amount Yield (a)

Total

Maturity distribution and yield
on investment securities at
Dec. 31, 2017

(dollars in millions)
Securities available-for-sale:

One year or less
Over 1 through 5 years
Over 5 through 10 years
Over 10 years
Mortgage-backed securities
Asset-backed securities
Equity securities (b)

Total

Securities held-to-maturity:

One year or less
Over 1 through 5 years
Over 5 through 10 years
Over 10 years
Mortgage-backed securities

Total

$ 1,862
7,048
2,809
3,544
—
—
—
$ 15,263

$ 5,064
3,321
1,407
—
—
$ 9,792

1.05% $
1.75
2.03
3.11
—
—
—

2.03% $

—
263
645
—
—
—
—
908

0.97% $
1.71
1.92
—
—

531
1,122
—
—
—
1.36% $ 1,653

—% $

1.75
2.51
—
—
—
—

395
1,567
793
202
—
—
—
2.29% $ 2,957

1.07% $
1.62
—
—
—

1.45% $

—
2
1
14
—
17

2.54% $ 4,524
12,414
3.20
2,693
3.22
201
2.55
—
—
—
—
—
—
3.07% $ 19,832

—% $

6.89
6.84
5.32
—

710
457
538
—
—
5.63% $ 1,705

(a) Yields are based upon the amortized cost of securities.
(b)

Includes money market funds.

1.00% $
0.99
0.81
1.64
—
—
—

—
—
—
—
35,668
3,952
963
0.98% $ 40,583

0.60% $
0.46
0.85
—
—

—
—
—
—
27,660
0.64% $ 27,660

—% $ 6,781
21,292
—
6,940
—
3,947
—
35,668
2.88
3,952
2.41
963
—
2.77% $ 79,543

—% $ 6,305
4,902
—
1,946
—
14
—
27,660
2.80
2.80% $ 40,827

BNY Mellon 155

Notes to Consolidated Financial Statements (continued)

Other-than-temporary impairment

We conduct periodic reviews of all securities to
determine whether OTTI has occurred. Such reviews
may incorporate the use of economic models.
Various inputs to the economic models are used to
determine if an unrealized loss on securities is other-
than-temporary. For example, the most significant
inputs related to non-agency RMBS are:

• Default rate - the number of mortgage loans

expected to go into default over the life of the
transaction, which is driven by the roll rate of
loans in each performance bucket that will
ultimately migrate to default; and

• Severity - the loss expected to be realized when a

loan defaults.

To determine if an unrealized loss is other-than-
temporary, we project total estimated defaults of the
underlying assets (mortgages) and multiply that
calculated amount by an estimate of realizable value
upon sale of these assets in the marketplace (severity)
in order to determine the projected collateral loss. In
determining estimated default rate and severity
assumptions, we review the performance of the
underlying securities, industry studies and market
forecasts, as well as our view of the economic
outlook affecting collateral. We also evaluate the
current credit enhancement underlying the bond to
determine the impact on cash flows. If we determine
that a given security will be subject to a write-down
or loss, we record the expected credit loss as a charge
to earnings.

The table below shows the projected weighted-
average default rates and loss severities for the 2007,
2006 and late 2005 non-agency RMBS and the
securities previously held in the Grantor Trust that we
established in connection with the restructuring of our
investment securities portfolio in 2009, at Dec. 31,
2017 and Dec. 31, 2016. See Note 18 for carrying
values of these securities.

Projected weighted-average default rates and loss severities

Dec. 31, 2017

Dec. 31, 2016

Default rate
22%
38%
13%

Severity Default rate
30%
49%
18%

53%
66%
39%

Severity
54%
70%
39%

Alt-A
Subprime
Prime

156 BNY Mellon

The following table presents pre-tax net securities
gains (losses) by type.

Net securities gains (losses)
(in millions)
Non-agency RMBS
Foreign covered bonds
Agency RMBS
U.S. Treasury
Other

Total net securities gains

2017

2016

4 $
—
(12)
(16)
27
3 $

8 $
10
22
4
31
75 $

2015
7
2
10
45
19
83

The following table reflects investment securities
credit losses recorded in earnings. The beginning
balance represents the credit loss component for
which OTTI occurred on debt securities in prior
periods. The additions represent the first time a debt
security was credit impaired or when subsequent
credit impairments have occurred. The deductions
represent credit losses on securities that have been
sold, are required to be sold, or for which it is our
intention to sell.

Debt securities credit loss roll forward
(in millions)
Beginning balance as of Jan. 1
Add: Initial OTTI credit losses

Subsequent OTTI credit losses
Less: Realized losses for securities sold
Ending balance as of Dec. 31

2017

88 $
—
4
8
84 $

2016
91
—
7
10
88

Pledged assets

At Dec. 31, 2017, BNY Mellon had pledged assets of
$111 billion, including $92 billion pledged as
collateral for potential borrowings at the Federal
Reserve Discount Window and $5 billion pledged as
collateral for borrowing at the Federal Home Loan
Bank. The components of the assets pledged at Dec.
31, 2017 included $96 billion of securities, $13
billion of loans and $2 billion of trading assets.

If there has been no borrowing at the Federal Reserve
Discount Window, the Federal Reserve generally
allows banks to freely move assets in and out of their
pledged assets account to sell or repledge the assets
for other purposes. BNY Mellon regularly moves
assets in and out of its pledged assets account at the
Federal Reserve.

At Dec. 31, 2016, BNY Mellon had pledged assets of
$102 billion, including $84 billion pledged as
collateral for potential borrowing at the Federal

Notes to Consolidated Financial Statements (continued)

Reserve Discount Window. The components of the
assets pledged at Dec. 31, 2016 included $87 billion
of securities, $8 billion of loans, $4 billion of interest-
bearing deposits with banks and $3 billion of trading
assets.

At Dec. 31, 2017 and Dec. 31, 2016, pledged assets
included $10 billion and $6 billion, respectively, for
which the recipients were permitted to sell or
repledge the assets delivered.

We also obtain securities as collateral, including
receipts under resale agreements, securities borrowed,
derivative contracts and custody agreements on terms
which permit us to sell or repledge the securities to
others. At Dec. 31, 2017 and Dec. 31, 2016, the
market value of the securities received that can be
sold or repledged was $86 billion and $50 billion,
respectively. We routinely sell or repledge these
securities through delivery to third parties. As of
Dec. 31, 2017 and Dec. 31, 2016, the market value of
securities collateral sold or repledged was $49 billion
and $20 billion, respectively.

Restricted cash and securities

Cash and securities may also be segregated under
federal and other regulations or requirements. At
Dec. 31, 2017 and Dec. 31, 2016, cash segregated
under federal and other regulations or requirements
was $2 billion and $3 billion, respectively. Restricted
cash is included in interest-bearing deposits with
banks on the consolidated balance sheet. Securities
segregated for these purposes were $1 billion at Dec.
31, 2017 and $2 billion at Dec. 31, 2016. Restricted
securities were sourced from securities purchased
under resale agreements at Dec. 31, 2017 and Dec.
31, 2016 and are included in federal funds sold and
securities purchased under resale agreements on the
consolidated balance sheet.

Note 5 - Loans and asset quality

Loans

The table below provides the details of our loan
portfolio and industry concentrations of credit risk at
Dec. 31, 2017 and Dec. 31, 2016.

Loans
(in millions)
Domestic:

Commercial
Commercial real estate
Financial institutions
Lease financings
Wealth management loans and
mortgages
Other residential mortgages
Overdrafts
Other
Margin loans

Total domestic

Foreign:

Commercial
Commercial real estate
Financial institutions
Lease financings
Wealth management loans and
mortgages
Other (primarily overdrafts)
Margin loans

Total foreign
Total loans (a)

Dec. 31,

2017

2016

2,744 $
4,900
5,568
772

16,420
708
963
1,131
15,689
48,895

167
—
7,483
527

108
4,264
96
12,645
61,540 $

2,286
4,639
6,342
989

15,555
854
1,055
1,202
17,503
50,425

331
15
8,347
736

99
4,418
87
14,033
64,458

(a) Net of unearned income of $394 million at Dec. 31, 2017
and $527 million at Dec. 31, 2016 primarily related to
domestic and foreign lease financings.

Our loan portfolio consists of three portfolio
segments: commercial, lease financings and
mortgages. We manage our portfolio at the class
level which consists of six classes of financing
receivables: commercial, commercial real estate,
financial institutions, lease financings, wealth
management loans and mortgages, and other
residential mortgages.

The following tables are presented for each class of
financing receivable and provide additional
information about our credit risks and the adequacy
of our allowance for credit losses.

BNY Mellon 157

Notes to Consolidated Financial Statements (continued)

Allowance for credit losses

Transactions in the allowance for credit losses are summarized as follows.

Allowance for credit losses activity for the year ended Dec. 31, 2017

(in millions)

Beginning balance

Charge-offs
Recoveries

Net recoveries

Provision
Ending balance
Allowance for:
Loan losses
Lending-related commitments

Individually evaluated for

impairment:
Loan balance
Allowance for loan losses

Collectively evaluated for

impairment:

Loan balance
Allowance for loan losses

Commercial

Commercial
real estate

Financial
institutions

Lease
financings

Wealth
management
loans and
mortgages

Other
residential
mortgages

All
other

Foreign

Total

82 $
—
—
—
(5)
77 $

24 $
53

— $
—

73 $
—
—
—
3
76 $

58 $
18

— $
—

26 $
—
—
—
(3)
23 $

7 $
16

1 $

—

13 $
—
—
—
(5)
8 $

8 $

—

— $
—

23 $
—
—
—
(1)
22 $

18 $
4

28 $
(1)
5
4
(12)
20 $

20 $
—

5 $
1

— $
—

—
—
—
—
—
—

—
—

36 $
—
—
—
(1)
35 $

24 $
11

— $
—

281
(1)
5
4
(24)
261

159
102

6
1

2,744 $
24

4,900 $
58

5,567 $
7

772 $
8

16,415 $
17

708 $ 17,783 (a) $ 12,645 $ 61,534
158

—

(a)

Includes $963 million of domestic overdrafts, $15,689 million of margin loans and $1,131 million of other loans at Dec. 31, 2017.

Allowance for credit losses activity for the year ended Dec. 31, 2016

(in millions)

Beginning balance

Charge-offs
Recoveries

Net recoveries

Provision
Ending balance
Allowance for:
Loan losses
Lending-related commitments

Individually evaluated for

impairment:

Loan balance
Allowance for loan losses

Collectively evaluated for

impairment:

Loan balance
Allowance for loan losses

Commercial

Commercial
real estate

Financial
institutions

Lease
financings

Wealth
management
loans and
mortgages

Other
residential
mortgages

All
other

Foreign

Total

82 $
—
—
—
—
82 $

25 $
57

— $
—

59 $
—
—
—
14
73 $

52 $
21

— $
—

31 $
—
13
13
(18)
26 $

8 $
18

— $
—

15 $
—
—
—
(2)
13 $

13 $
—

4 $
2

19 $
—
—
—
4
23 $

19 $
4

5 $
3

34 $
(2)
5
3
(9)
28 $

28 $
—

— $
—

—
—
—
—
—
—

—
—

35 $
—
1
1
—
36 $

24 $
12

— $
—

275
(2)
19
17
(11)
281

169
112

9
5

2,286 $
25

4,639 $
52

6,342 $
8

985 $
11

15,550 $
16

854 $ 19,760 (a) $ 14,033 $ 64,449
164

—

(a)

Includes $1,055 million of domestic overdrafts, $17,503 million of margin loans and $1,202 million of other loans at Dec. 31, 2016.

158 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Allowance for credit losses activity for the year ended Dec. 31, 2015

(in millions)

Beginning balance

Charge-offs
Recoveries

Net (charge-offs) recoveries

Provision
Ending balance
Allowance for:
Loan losses
Lending-related commitments

Individually evaluated for

impairment:

Loan balance
Allowance for loan losses

Collectively evaluated for

impairment:

Loan balance
Allowance for loan losses

Commercial

Commercial
real estate

Financial
institutions

Lease
financings

Wealth
management
loans and
mortgages

Other
residential
mortgages

All
other

Foreign

Total

60 $
—
—
—
22
82 $

24 $
58

— $
—

50 $
—
—
—
9
59 $

37 $
22

31 $

(170)
1
(169)
169
31 $

9 $
22

32 $
—
—
—
(17)
15 $

15 $
—

22 $
—
—
—
(3)
19 $

15 $
4

41 $
(2)
6
4
(11)
34 $

34 $
—

1 $
1

171 $
—

— $
—

8 $
1

— $
—

—
—
—
—
—
—

—
—

44 $
—
—
—
(9)
35 $

23 $
12

— $
—

280
(172)
7
(165)
160
275

157
118

180
2

2,115 $
24

3,496 $
36

6,469 $
9

1,007 $
15

13,239 $
14

1,035 $ 21,388 (a) $ 14,352 $ 63,101
155

—

(a)

Includes $911 million of domestic overdrafts, $19,340 million of margin loans and $1,137 million of other loans at Dec. 31, 2015.

Nonperforming assets

Lost interest

The table below presents our nonperforming assets.

The table below presents the amount of lost interest
income.

Nonperforming assets
(in millions)
Nonperforming loans:

Other residential mortgages
Wealth management loans and
mortgages
Commercial real estate
Lease financings

Total nonperforming loans

Other assets owned

Total nonperforming assets

Dec. 31,

2017

2016

78 $

7
1
—
86
4
90 $

8
—
4
103
4
107

At Dec. 31, 2017, undrawn commitments to
borrowers whose loans were classified as nonaccrual
or reduced rate were not material.

Lost interest
(in millions)
Amount by which interest income recognized
on nonperforming loans exceeded reversals

2017

2016

2015

Total
Foreign

Amount by which interest income would have
increased if nonperforming loans at year-
end had been performing for the entire year

$ — $ — $ —
—

—

Total
Foreign

5 $
—

6 $
—

6
—

BNY Mellon 159

Notes to Consolidated Financial Statements (continued)

Impaired loans

The tables below present information about our impaired loans. We use the discounted cash flow method as the
primary method for valuing impaired loans.

Impaired loans

2017

2016

2015

(in millions)
Impaired loans with an allowance:

Commercial real estate
Financial institutions
Wealth management loans and mortgages
Lease financings

Total impaired loans with an allowance

Impaired loans without an allowance:

Average
recorded
investment

Interest
income
recognized

Average
recorded
investment

Interest
income
recognized

Average
recorded
investment

Interest
income
recognized

— $
1
2
1
4

— $
—
—
—
—

1 $
—
5
3
9

— $
—
—
—
—

1 $
—
6
—
7

—
—
—
—
—

Commercial real estate
Financial institutions
Wealth management loans and mortgages

—
—
—
—
3
—
3
—
7 $
—
(a) When the discounted cash flows, collateral value or market price equals or exceeds the carrying value of the loan, then the loan does not

Total impaired loans without an allowance (a)
Total impaired loans

1
102
2
105
114 $

—
—
—
—
— $

—
—
2
2
9 $

require an allowance under the accounting standard related to impaired loans.

Impaired loans

(in millions)
Impaired loans with an allowance:

Commercial real estate
Financial institutions
Wealth management loans and mortgages
Lease financings

Total impaired loans with an allowance

Impaired loans without an allowance:

Wealth management loans and mortgages

Total impaired loans without an allowance (b)
Total impaired loans (c)

Dec. 31, 2017
Unpaid
principal
balance

Related
allowance (a)

Dec. 31, 2016
Unpaid
principal
balance

Related
allowance (a)

Recorded
investment

— $
1
1
—
2

4
4
6 $

3 $
1
1
—
5

4
4
9 $

— $
—
1
—
1

N/A
N/A
1

— $
—
3
4
7

2
2
9 $

3 $

—
3
4
10

2
2
12 $

—
—
3
2
5

N/A
N/A
5

(a) The allowance for impaired loans is included in the allowance for loan losses.
(b) When the discounted cash flows, collateral value or market price equals or exceeds the carrying value of the loan, then the loan does not

require an allowance under the accounting standard related to impaired loans.

(c) Excludes an aggregate of less than $1 million of impaired loans in amounts individually less than $1 million at both Dec. 31, 2017 and

Dec. 31, 2016, respectively. The allowance for loan losses associated with these loans totaled less than $1 million at both Dec. 31, 2017
and Dec. 31, 2016, respectively.

Past due loans

The table below presents our past due loans.

Past due loans and still accruing interest

Dec. 31, 2017

(in millions)
Commercial real estate
Wealth management loans and mortgages
Other residential mortgages
Financial institutions

Total past due loans

Days past due

30-59

60-89

44 $
39
18
1
102 $

— $
5
5
—
10 $

Total
past due
44
44
28
1
117

— $
—
5
—
5 $

Dec. 31, 2016

Days past due

30-59

60-89

78 $
21
20
1
120 $

— $
2
6
27
35 $

Total
past due
78
23
33
28
162

— $
—
7
—
7 $

160 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Troubled debt restructurings (“TDRs”)

A modified loan is considered a TDR if the debtor is
experiencing financial difficulties and the creditor
grants a concession to the debtor that would not

The following table presents our TDRs.

TDRs

otherwise be considered. A TDR may include a
transfer of real estate or other assets from the debtor
to the creditor, or a modification of the term of the
loan. Not all modified loans are considered TDRs.

2017

Outstanding
recorded investment

2016

Outstanding
recorded investment

(dollars in millions)
Other residential mortgages
Wealth management loans and mortgages

Total TDRs

Number of
contracts
50
2
52

Pre-
modification
13
$
6
19

Post-
modification
14
$
6
20

Number of
contracts
70
2
72

Pre-
modification
14
$
—
14

Post-
modification
16
—
16

Other residential mortgages

The modifications of the other residential mortgage
loans in 2017 and 2016 consisted of reducing the
stated interest rates and, in certain cases, a
forbearance of default and extending the maturity
dates. The modified loans are primarily collateral
dependent for which the value is based on the fair
value of the collateral.

TDRs that subsequently defaulted

There were 20 residential mortgage loans and two
wealth management loans that had been restructured

in a TDR during the previous 12 months and have
subsequently defaulted in 2017. The total recorded
investment of these loans was $5 million.

Credit quality indicators

Our credit strategy is to focus on investment grade
clients that are active users of our non-credit services.
Each customer is assigned an internal credit rating,
which is mapped to an external rating agency grade
equivalent, if possible, based upon a number of
dimensions, which are continually evaluated and may
change over time.

The following tables present information about credit quality indicators.

Commercial loan portfolio

Commercial loan portfolio – Credit risk profile
by creditworthiness category

(in millions)
Investment grade
Non-investment grade

Total

Commercial

Commercial real estate

Financial institutions

Dec. 31,
2017
2,685 $
226
2,911 $

Dec. 31,
2016
2,397
220
2,617

Dec. 31,
2017
4,277 $
623
4,900 $

Dec. 31,
2016
3,823
831
4,654

Dec. 31,
2017
10,021 $
3,030
13,051 $

Dec. 31,
2016
11,459
3,230
14,689

The commercial loan portfolio is divided into
investment grade and non-investment grade
categories based on rating criteria largely consistent
with those of the public rating agencies. Each
customer in the portfolio is assigned an internal credit
rating. These internal credit ratings are generally
consistent with the ratings categories of the public
rating agencies. Customers with ratings consistent
with BBB- (S&P)/Baa3 (Moody’s) or better are

considered to be investment grade. Those clients
with ratings lower than this threshold are considered
to be non-investment grade.

BNY Mellon 161

Notes to Consolidated Financial Statements (continued)

mortgage loans purchased in 2005, 2006 and the first
quarter of 2007 that are predominantly prime
mortgage loans, with a small portion of Alt-A loans.
As of Dec. 31, 2017, the purchased loans in this
portfolio had a weighted-average loan-to-value ratio
of 76% at origination and 12% of the serviced loan
balance was at least 60 days delinquent. The
properties securing the prime and Alt-A mortgage
loans were located (in order of concentration) in
California, Florida, Virginia, the tri-state area (New
York, New Jersey and Connecticut) and Maryland.

Overdrafts

Overdrafts primarily relate to custody and securities
clearance clients and totaled $5.1 billion at Dec. 31,
2017 and $5.5 billion at Dec. 31, 2016. Overdrafts
occur on a daily basis primarily in the custody and
securities clearance business and are generally repaid
within two business days.

Other loans

Other loans primarily include loans to consumers that
are fully collateralized with equities, mutual funds
and fixed-income securities.

Margin loans

We had $15.8 billion of secured margin loans on our
balance sheet at Dec. 31, 2017 compared with $17.6
billion at Dec. 31, 2016. Margin loans are
collateralized with marketable securities, and
borrowers are required to maintain a daily collateral
margin in excess of 100% of the value of the loan.
We have rarely suffered a loss on these types of loans
and do not allocate any of our allowance for credit
losses to margin loans.

Reverse repurchase agreements

Reverse repurchase agreements are transactions fully
collateralized with high-quality liquid securities.
These transactions carry minimal credit risk and
therefore are not allocated an allowance for credit
losses.

Wealth management loans and mortgages

Wealth management loans and mortgages – Credit risk

profile by internally assigned grade

(in millions)
Wealth management loans:

Investment grade
Non-investment grade

Wealth management mortgages

Total

Dec. 31,
2017

Dec. 31,
2016

7,042 $
185
9,301
16,528 $

7,127
260
8,267
15,654

Wealth management non-mortgage loans are not
typically rated by external rating agencies. A
majority of the wealth management loans are secured
by the customers’ investment management accounts
or custody accounts. Eligible assets pledged for these
loans are typically investment grade fixed-income
securities, equities and/or mutual funds. Internal
ratings for this portion of the wealth management
portfolio, therefore, would equate to investment grade
external ratings. Wealth management loans are
provided to select customers based on the pledge of
other types of assets, including business assets, fixed
assets or a modest amount of commercial real estate.
For the loans collateralized by other assets, the credit
quality of the obligor is carefully analyzed, but we do
not consider this portfolio of loans to be investment
grade.

Credit quality indicators for wealth management
mortgages are not correlated to external ratings.
Wealth management mortgages are typically loans to
high-net-worth individuals, which are secured
primarily by residential property. These loans are
primarily interest-only, adjustable rate mortgages
with a weighted-average loan-to-value ratio of 62% at
origination. In the wealth management portfolio, less
than 1% of the mortgages were past due at Dec. 31,
2017.

At Dec. 31, 2017, the wealth management mortgage
portfolio consisted of the following geographic
concentrations: California - 24%; New York - 18%;
Massachusetts - 11%; Florida - 8%; and other - 39%.

Other residential mortgages

The other residential mortgage portfolio primarily
consists of 1-4 family residential mortgage loans and
totaled $708 million at Dec. 31, 2017 and $854
million at Dec. 31, 2016. These loans are not
typically correlated to external ratings. Included in
this portfolio at Dec. 31, 2017 are $171 million of

162 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Note 6 - Goodwill and intangible assets

Goodwill

The table below provides a breakdown of goodwill by business.

Investment

Goodwill by business
(in millions)
Balance at Dec. 31, 2015
Acquisition (dispositions)
Foreign currency translation
Other (b)

Consolidated
17,618
27
(329)
—
17,316
248
17,564
(a) Includes the reclassification of goodwill associated with credit-related activities from the Other segment to Investment Services in 2016.
(b) Other changes in goodwill include purchase price adjustments and certain other reclassifications.

Services (a)
8,366
(2)
(91)
(4)
8,269
120
8,389

Balance at Dec. 31, 2016
Foreign currency translation
Balance at Dec. 31, 2017

Investment
Management
9,207
29
(238)
2
9,000
128
9,128

Other
45
—
—
2
47
—
47

(a)

Total goodwill increased in 2017 compared with 2016 reflecting the impact of foreign exchange translation on non-
U.S. dollar denominated goodwill.

Intangible assets

The table below provides a breakdown of intangible assets by business.

Intangible assets – net carrying amount by business
(in millions)
Balance at Dec. 31, 2015
Acquisitions
Amortization (a)
Foreign currency translation
Balance at Dec. 31, 2016

Amortization
Foreign currency translation
Balance at Dec. 31, 2017

Investment
Management
1,807
30
(82)
(38)
1,717
(60)
17
1,674

Investment
Services
1,186
2
(155)
(1)
1,032
(149)
5
888

Other
849
—
—
—
849
—
—
849

Consolidated
3,842
32
(237)
(39)
3,598
(209)
22
3,411

(a) Includes $6 million of impairment charges related to the write-down of intangible assets in the Investment Management business, to their

respective fair values.

Intangible assets decreased in 2017 compared with 2016 primarily reflecting amortization. Amortization of
intangible assets was $209 million in 2017, $237 million in 2016 and $261 million in 2015.

BNY Mellon 163

Notes to Consolidated Financial Statements (continued)

The table below provides a breakdown of intangible assets by type.

Intangible assets

Dec. 31, 2017

Dec. 31, 2016

(in millions)
Subject to amortization: (a)

Customer relationships—Investment

Management
Customer contracts—Investment Services
Other

Total subject to amortization

Not subject to amortization: (b)

Tradenames
Customer relationships

Total not subject to amortization
Total intangible assets

$
(a) Excludes fully amortized intangible assets.
(b) Intangible assets not subject to amortization have an indefinite life.

Gross
carrying
amount

Accumulated
amortization

Net
carrying
amount

Remaining
weighted-
average
amortization
period

Gross
carrying
amount

Accumulated
amortization

Net
carrying
amount

1,262 $
2,260
42
3,564

(1,015) $
(1,744)
(23)
(2,782)

1,334
1,295
2,629
6,193 $

N/A
N/A
N/A
(2,782) $

247
516
19
782

1,334
1,295
2,629
3,411

11 years
10 years
5 years
10 years

1,439 $
2,249
37
3,725

N/A
N/A
N/A
N/A $

1,348
1,284
2,632
6,357 $

(1,136) $
(1,590)
(33)
(2,759)

303
659
4
966

N/A
N/A
N/A
(2,759) $

1,348
1,284
2,632
3,598

Estimated annual amortization expense for current
intangibles for the next five years is as follows:

Note 7 - Other assets

Estimated amortization expense
(in millions)
180
116
102
79
60

For the year ended
Dec. 31,
2018
2019
2020
2021
2022

Impairment testing

The goodwill impairment test is performed at least
annually at the reporting unit level. Intangible assets
not subject to amortization are tested for impairment
annually or more often if events or circumstances
indicate they may be impaired.

BNY Mellon’s three business segments include eight
reporting units for which goodwill impairment testing
is performed on an annual basis. The Investment
Management segment consists of two reporting units.
The Investment Services segment consists of five
reporting units. One reporting unit is included in the
Other segment. In the second quarter of 2017, BNY
Mellon conducted an annual goodwill impairment test
on all eight reporting units. As a result of the annual
goodwill impairment test of the eight reporting units,
no goodwill impairment was recognized.

164 BNY Mellon

The following table provides the components of other
assets presented on the consolidated balance sheet.

Other assets
(in millions)
Corporate/bank-owned life insurance
Accounts receivable
Fails to deliver
Income taxes receivable
Software
Prepaid pension assets
Renewable energy investments
Equity in a joint venture and other
investments

Qualified affordable housing project
investments
Federal Reserve Bank stock
Prepaid expense
Fair value of hedging derivatives
Due from customers on acceptances
Seed capital
Other (a)

Total other assets

Dec. 31,

2017
4,857 $
4,590
2,817
1,533
1,499
1,416
1,368

1,083

1,014
477
395
323
319
288
1,050
23,029 $

2016
4,789
4,060
1,732
1,172
1,451
836
1,282

1,063

914
466
438
784
340
395
1,232
20,954

(a) At Dec. 31, 2017, other assets include $82 million of Federal

Home Loan Bank stock, at cost.

Qualified affordable housing project investments

We invest in affordable housing projects primarily to
satisfy the Company’s requirements under the
Community Reinvestment Act. Our total investment
in qualified affordable housing projects totaled $1.0
billion at Dec. 31, 2017 and $914 million at Dec. 31,
2016. Commitments to fund future investments in

Notes to Consolidated Financial Statements (continued)

qualified affordable housing projects totaled $486
million at Dec. 31, 2017 and $369 million at Dec. 31,
2016 and is recorded in other liabilities. A summary
of the commitments to fund future investments is as
follows: 2018 – $200 million; 2019 – $119 million;
2020 – $107 million; 2021 – $42 million; 2022 – $1
million; and 2023 and thereafter – $17 million.

Tax credits and other tax benefits recognized were
$156 million in 2017, $155 million in 2016 and $130
million in 2015.

Amortization expense included in the provision for
income taxes was $153 million in 2017, $115 million
in 2016 and $99 million in 2015.

Certain seed capital and private equity investments
valued using net asset value per share

In our Investment Management business, we manage
investment assets, including equities, fixed income,

money market and multi-asset and alternative
investment funds for institutions and other investors.
As part of that activity, we make seed capital
investments in certain funds. BNY Mellon also holds
private equity investments, specifically in SBICs,
which are compliant with the Volcker Rule. Seed
capital and private equity investments are generally
included in other assets on the consolidated balance
sheet. Certain risk retention investments in our CLOs
are classified as available-for-sale securities on the
consolidated balance sheet.

The fair value of certain of these investments has
been estimated using the NAV per share of BNY
Mellon’s ownership interest in the funds. The table
below presents information about our investments in
seed capital and private equity investments that have
been valued using NAV.

Seed capital and private equity investments valued using NAV

Dec. 31, 2017

Dec. 31, 2016

(dollar amounts in millions)

Fair
value

Unfunded
commitments

Seed capital and other funds (a)
Private equity investments
(SBICs) (b)
Total

$ 99

55
$ 154

42
43

Redemption
frequency
Daily-
quarterly

Redemption
notice period

Fair
value

Unfunded
commitments

1-95 days

$ 171

N/A

43
$ 214

46
47

Redemption
frequency
Daily-
quarterly

Redemption
notice period

1-180 days

N/A

(a) Other funds include various hedge funds, leveraged loans and structured credit funds. Redemption notice periods vary by fund.
(b) Private equity investments primarily include Volcker Rule-compliant investments in SBICs that invest in various sectors of the economy.
Private equity investments do not have redemption rights. Distributions from such investments will be received as the underlying
investments in the private equity investments, which have a life of 10 years, are liquidated.

Note 8 - Deposits

Total time deposits in denominations of $100,000 or
greater was $38.1 billion at Dec. 31, 2017, and $38.9
billion at Dec. 31, 2016. At Dec. 31, 2017, the
scheduled maturities of all time deposits are as
follows: 2018 – $40 billion; 2019 – $1 million; 2020
– $1 million; 2021 – $- million; 2022 – $- million;
and 2023 and thereafter – $- million.

BNY Mellon 165

Notes to Consolidated Financial Statements (continued)

Note 9 - Net interest revenue

The following table provides the components of net
interest revenue presented on the consolidated income
statement.

Net interest revenue
(in millions)
Interest revenue
Non-margin loans
Margin loans
Securities:
Taxable
Exempt from federal income

taxes
Total securities
Deposits with banks
Deposits with the Federal
Reserve and other central banks
Federal funds sold and securities
purchased under resale
agreements
Trading assets

Total interest revenue

Interest expense
Deposits in domestic offices
Deposits in foreign offices
Federal funds purchased and
securities sold under repurchase
agreements

Trading liabilities
Other borrowed funds
Commercial paper
Customer payables
Long-term debt

Total interest expense
Net interest revenue
Provision for credit losses

Year ended Dec. 31,
2017

2016

2015

$ 1,077 $
343

873 $
265

727
207

1,977

1,772

1,813

64
2,041
120

70
1,842
104

82
1,895
104

319

198

170

423
59
4,382

107
55

225
7
26
29
64
561
1,074
3,308
(24)

233
60
3,575

41
(25)

36
6
8
5
12
354
437
3,138
(11)

147
76
3,326

30
7

(6)
9
9
2
7
242
300
3,026
160

Net interest revenue after
provision for credit losses

$ 3,332 $ 3,149 $ 2,866

Note 10 - Income taxes

The components of the income tax provision are as
follows:

Provision for income taxes
(in millions)
Current taxes (benefits):

Federal
Foreign
State and local

Total current tax expense
Deferred tax expense (benefit):

Federal
Foreign
State and local

Year ended Dec. 31,
2017

2016

2015

(99) $
388
74
363

823 $
327
153
1,303

36
14
83

(75)
(14)
(37)

551
306
109
966

114
(1)
(66)

Total deferred tax expense

(benefit)

Provision for income taxes

47
(126)
133
496 $ 1,177 $ 1,013

166 BNY Mellon

Due to the timing of the enactment and the
complexity involved in applying the provisions of the
U.S. tax legislation, we have calculated a reasonable
estimate and recorded a provisional benefit of $710
million. The provisional benefit is based on a number
of estimates and assumptions, including but not
limited to our interpretation of the U.S. tax legislation
and analysis of foreign earnings and profits. The
provisional amount may change, possibly materially,
based on additional guidance or analysis of the U.S.
tax legislation and final foreign earnings and profits.
In addition the filing of our 2017 income tax returns
could impact the remeasurement of our deferred tax
assets and liabilities; we expect to complete our
analysis in the second half of 2018.

Income tax (benefit) expense
(estimated in millions)
Remeasurement of net deferred tax liabilities
Repatriation tax
Other items

Net income tax (benefit)

2017
(1,472)
723
39
(710)

The components of income before taxes are as
follows:

Income before taxes
(in millions)
Domestic
Foreign

Income before taxes

2016

Year ended Dec. 31,
2017

2015
$ 2,699 $ 3,147 $ 2,698
1,537
$ 4,610 $ 4,725 $ 4,235

1,911

1,578

The components of our net deferred tax liability are
as follows:

Net deferred tax liability
(in millions)
Depreciation and amortization
Repatriation
Lease financings
Pension obligation
Renewable energy investment
Equity investments
Employee benefits
Reserves not deducted for tax
Credit losses on loans
Securities valuation
Other assets
Other liabilities

Net deferred tax liability

Dec. 31,

2017

2016
$ 1,960 $ 2,694
—
391
184
179
104
(471)
(136)
(100)
(55)
(101)
162
$ 3,021 $ 2,851

617
151
283
278
65
(287)
(103)
(55)
11
(85)
186

Notes to Consolidated Financial Statements (continued)

As of Dec. 31, 2017, we have an available German
net operating loss carryforward of $145 million with
an indefinite life. We believe it is more likely than
not that we will fully realize our deferred tax assets.

The U.S. tax legislation provides a one-time deemed
repatriation tax on undistributed foreign earnings and
profits (“repatriation tax”). In 2017, we recorded
$723 million provisional repatriation tax.
Management continues to evaluate the impact of the
U.S. tax legislation on its foreign earnings and related
repatriation tax. As of Dec. 31, 2017, we had
approximately $200 million of earnings attributable
to foreign subsidiaries that have been permanently
reinvested abroad and for which no local distribution
tax provision has been recorded. If these earnings
were to be repatriated, the estimated tax liability as of
Dec. 31, 2017 would be up to $40 million. The
amount of foreign earnings considered permanently
reinvested may change once our analysis is
completed in the second half of 2018.

The statutory federal income tax rate is reconciled to
our effective income tax rate below:

Effective tax rate

Federal rate
State and local income taxes, net of
federal income tax benefit
Foreign operations
Tax credits
Tax-exempt income
Leverage lease adjustment
Stock compensation
U.S. tax legislation
Other – net

Effective tax rate

Year ended Dec. 31,
2017
2015
2016
35.0% 35.0% 35.0%

1.6
1.8
(4.2)
(5.6)
(3.7)
(2.2)
(1.9)
(1.8)
(1.4)
(0.9)
(1.1)
—
(13.3)
—
(0.4)
(1.2)
10.8% 24.9% 23.9%

0.6
(6.6)
(1.4)
(2.5)
(1.3)
—
—
0.1

Unrecognized tax positions
(in millions)
Beginning balance at Jan. 1, – gross $
Prior period tax positions:

Increases
Decreases

Current period tax positions
Settlements
Statute expiration

Ending balance at Dec. 31, – gross $

2017
146 $

2016

649 $

2015
669

20
(4)
10
(44)
—
128 $

8
(40)
16
(477)
(10)
146 $

13
(21)
14
(26)
—
649

Our total tax reserves as of Dec. 31, 2017 were $128
million compared with $146 million at Dec. 31, 2016.
If these tax reserves were unnecessary, $128 million
would affect the effective tax rate in future periods.
We recognize accrued interest and penalties, if
applicable, related to income taxes in income tax
expense. Included in the balance sheet at Dec. 31,
2017 is accrued interest, where applicable, of $17
million. The additional tax expense related to interest
for the year ended Dec. 31, 2017 was $12 million,
compared with $2 million for the year ended Dec. 31,
2016.

It is reasonably possible the total reserve for uncertain
tax positions could decrease within the next 12
months by approximately $7 million as a result of
adjustments related to tax years that are still subject
to examination.

Our federal income tax returns are closed to
examination through 2013. Our New York State,
New York City and UK income tax returns are closed
to examination through 2012.

BNY Mellon 167

Notes to Consolidated Financial Statements (continued)

Note 11 - Long-term debt

Long-term debt
(in millions)
Senior debt:
Fixed rate
Floating rate

Subordinated debt (a)
Junior subordinated debentures (b)

Total

(a) Fixed rate.
(b) Floating rate at Dec. 31, 2016.

Dec. 31, 2017

Rate

Maturity

Amount

Dec. 31, 2016
Rate

Amount

1.30 - 5.45%
1.49 - 2.74%
3.00 - 7.50%

N/A

2018 - 2028 $
2018 - 2038
2018 - 2029

N/A

23,329
2,829
1,821
—
27,979

1.30 - 5.94% $
0.80 - 2.05%
3.00 - 7.50%
1.87%

20,005
2,828
1,383
247
24,463

Additionally, BNY Mellon invests in qualified
affordable housing and renewable energy projects,
which are designed to generate a return primarily
through the realization of tax credits by the Company.
The projects, which are structured as limited
partnerships and LLCs, are also VIEs, but are not
consolidated.

The VIEs previously discussed are included in the
scope of ASU 2015-02 and are reviewed for
consolidation based on the guidance in ASC 810,
Consolidation. We reconsider and reassess whether
or not we are the primary beneficiary of a VIE when
governing documents or contractual arrangements are
changed that would reallocate the obligation to
absorb expected losses or receive expected residual
returns between BNY Mellon and the other investors.
This could occur when BNY Mellon disposes of its
variable interests in the fund, when additional
variable interests are issued to other investors or
when we acquire additional variable interests in the
VIE.

The following table presents the incremental assets
and liabilities included in BNY Mellon’s consolidated
financial statements, after applying intercompany
eliminations, as of Dec. 31, 2017 and Dec. 31, 2016.
The net assets of any consolidated VIE are solely
available to settle the liabilities of the VIE and to
settle any investors’ ownership liquidation requests,
including any seed capital invested in the VIE by
BNY Mellon.

Total long-term debt maturing during the next five
years for BNY Mellon is as follows: 2018 – $3.7
billion, 2019 – $4.3 billion, 2020 – $4.0 billion, 2021
– $4.3 billion and 2022 – $1.3 billion.

Trust-preferred securities

On March 20, 2017, all outstanding outstanding trust
preferred securities issued by Mellon Capital III were
redeemed. The redemption price for the trust
preferred securities was equal to the par value plus
interest accrued up to and excluding March 20, 2017.
There were no trust-preferred securities outstanding
at Dec. 31, 2017. At Dec. 31, 2016, trust-preferred
securities outstanding were $247 million.

Note 12 - Variable interest entities and
securitization

BNY Mellon has variable interests in VIEs, which
include investments in retail, institutional and
alternative investment funds, including CLO
structures in which we provide asset management
services, some of which are consolidated. The
investment funds are offered to our retail and
institutional clients to provide them with access to
investment vehicles with specific investment
objectives and strategies that address the client’s
investment needs.

BNY Mellon earns management fees from these
funds as well as performance fees in certain funds
and may also provide start-up capital for its new
funds. The funds are primarily financed by our
customers’ investments in the funds’ equity or debt.

168 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Consolidated investments

(in millions)
Securities - Available-for-sale
Trading assets
Other assets

Total assets

Trading liabilities
Other liabilities
Total liabilities

Dec. 31, 2016

Investment
Management
funds

Securitization

Investment
Management
funds

Dec. 31, 2017

Securitization
$

$
$

—
516
215
731 (a) $
—
$
2
2 (a) $
316 (a) $

Total
consolidated
investments
400
516
215
1,131

$
— $
369
369
316

$
$

400 $
—
—
400 $
— $

367
367 $
— $

—
979
252

1,231 (b) $
$

282
33

315 (b) $
618 (b) $

Total
consolidated
investments
400
979
252
1,631
282
396
678
618

400 $
—
—
400 $
— $

363
363 $
— $

Nonredeemable noncontrolling interests
(a)
(b)

Includes VMEs with assets of $84 million, liabilities of $1 million and nonredeemable noncontrolling interests of $1 million.
Includes VMEs with assets of $114 million, liabilities of $3 million and nonredeemable noncontrolling interests of $25 million.

BNY Mellon has not provided financial or other
support that was not otherwise contractually required
to be provided to our VIEs. Additionally, creditors of
any consolidated VIEs do not have any recourse to
the general credit of BNY Mellon.

Non-consolidated VIEs

As of Dec. 31, 2017 and Dec. 31, 2016, the following
assets and liabilities related to the VIEs where BNY
Mellon is not the primary beneficiary are included in
our consolidated financial statements and primarily
relate to accounting for our investments in qualified
affordable housing and renewable energy projects.

Non-consolidated VIEs

(in millions)
Securities - Available-for-sale (a)
Other
(a) Investments in the Company’s sponsored CLOs.

Dec. 31, 2017

Dec. 31, 2016

Assets

Liabilities

203 $

2,592

Maximum
loss exposure
203
3,078

Assets

Liabilities

Maximum
loss exposure

42 $

2,400

— $

369

42
2,769

— $

486

The maximum loss exposure indicated in the above
table relates solely to BNY Mellon’s investments in,
and unfunded commitments to, the VIEs.

Note 13 - Shareholders’ equity

Common stock

BNY Mellon has 3.5 billion authorized shares of
common stock with a par value of $0.01 per share.
At Dec. 31, 2017, 1,013,442,445 shares of common
stock were outstanding.

Common stock repurchase program

On June 29, 2016, in connection with the Federal
Reserve’s non-objection to our 2016 capital plan,
BNY Mellon announced a new stock purchase
program providing for the repurchase of an aggregate
of $2.7 billion of common stock. The 2016 capital
plan began in the third quarter of 2016 and continued

through the second quarter of 2017. On June 28,
2017, in connection with the Federal Reserve’s non-
objection to our 2017 capital plan, BNY Mellon
announced a share repurchase plan providing for the
repurchase of up to $2.6 billion of common stock.
The 2017 capital plan began in the third quarter of
2017 and continues through the second quarter of
2018. This new share repurchase plan replaces all
previously authorized share repurchase plans.

Share repurchases may be executed through
repurchase plans designed to comply with Rule
10b5-1 and through derivative, accelerated share
repurchase and other structured transactions. In
2017, we repurchased 54.5 million common shares at
an average price of $49.28 per common share for a
total of $2.7 billion. At Dec. 31, 2017, the maximum
dollar value of shares that may yet be purchased
under the June 28, 2017 program, including employee
benefit plan repurchases, totaled $1.3 billion.

BNY Mellon 169

Notes to Consolidated Financial Statements (continued)

Preferred stock

BNY Mellon has 100 million authorized shares of preferred stock with a par value of $0.01 per share. The
following table summarizes BNY Mellon’s preferred stock issued and outstanding at Dec. 31, 2017 and Dec. 31,
2016.

Preferred stock summary (a)

Per annum dividend rate

Total shares issued and
outstanding

Dec. 31,
2017

Dec. 31,
2016

Carrying value (b)
(in millions)

Dec. 31,
2017

Dec. 31,
2016

Series A (c) Greater of (i) three-month LIBOR plus 0.565% for the related

distribution period; or (ii) 4.000%
5.2%

4.50% to but excluding June 20, 2023, then a floating rate equal to the
three-month LIBOR plus 2.46%
4.95% to and including June 20, 2020, then a floating rate equal to the
three-month LIBOR plus 3.42%
4.625% to and including Sept. 20, 2026, then a floating rate equal to
the three-month LIBOR plus 3.131%

Series C

Series D

Series E

Series F

Total

5,001

500 $

5,001

5,825

5,000

5,825

5,000

10,000

500

568

494

990

568

494

990

10,000
35,826

990
3,542 $

990
3,542

(a) All outstanding preferred stock is noncumulative perpetual preferred stock with a liquidation preference of $100,000 per share.
(b) The carrying value of the Series C, Series D, Series E and Series F preferred stock is recorded net of issuance costs.
(c) Series A preferred stock is the sole asset of Mellon Capital IV, a Delaware statutory trust owned by BNY Mellon Capital IV.

Holders of both the Series A and Series C preferred
stock are entitled to receive dividends on each
dividend payment date (March 20, June 20,
September 20 and December 20 of each year), if
declared by BNY Mellon’s Board of Directors.
Holders of the Series D preferred stock are entitled to
receive dividends, if declared by BNY Mellon’s
Board of Directors, on each June 20 and December
20, to but excluding June 20, 2023; and on each
March 20, June 20, September 20 and December 20,
from and including June 20, 2023. Holders of the
Series E preferred stock are entitled to receive
dividends, if declared by BNY Mellon’s Board of
Directors, on each June 20 and December 20, to and
including June 20, 2020; and on each March 20, June
20, September 20 and December 20, from and
including September 20, 2020. Holders of the Series
F preferred stock are entitled to receive dividends, if
declared by BNY Mellon’s Board of Directors, on
each March 20 and September 20, commencing
March 20, 2017, to and including Sept. 20, 2026; and
on each March 20, June 20, September 20 and
December 20, commencing Dec. 20, 2026. BNY
Mellon’s ability to declare or pay dividends on, or
purchase, redeem or otherwise acquire, shares of our
common stock or any of our shares that rank junior to
the preferred stock as to the payment of dividends
and/or the distribution of any assets on any
liquidation, dissolution or winding-up of BNY
Mellon will be prohibited, subject to certain

170 BNY Mellon

restrictions, in the event that we do not declare and
pay in full preferred dividends for the then current
dividend period of the Series A preferred stock or the
last preceding dividend period of the Series C, Series
D, Series E and Series F preferred stock.

All of the outstanding shares of the Series A preferred
stock are owned by Mellon Capital IV, which will
pass through any dividend on the Series A preferred
stock to the holders of its Normal Preferred Capital
Securities. All of the outstanding shares of the Series
C, Series D, Series E and Series F preferred stock are
held by the depositary of the depositary shares, which
will pass through the applicable portion of any
dividend on the Series C, Series D, Series E and
Series F preferred stock to the holders of record of
their respective depositary shares.

On Dec. 20, 2017, The Bank of New York Mellon
Corporation paid the following dividends for the
noncumulative perpetual preferred stock for the
dividend period ending in December 2017 to holders
of record as of the close of business on Dec. 5, 2017:

•

$1,011.11 per share on the Series A Preferred
Stock (equivalent to $10.1111 per Normal
Preferred Capital Security of Mellon Capital IV,
each representing a 1/100th interest in a share of
the Series A Preferred Stock);

Notes to Consolidated Financial Statements (continued)

•

$1,300.00 per share on the Series C Preferred
Stock (equivalent to $0.3250 per depositary
share, each representing a 1/4,000th interest in a
share of the Series C Preferred Stock);

$2,250.00 per share on the Series D Preferred
Stock (equivalent to $22.5000 per depositary
share, each representing a 1/100th interest in a
share of the Series D Preferred Stock); and

$2,475.00 per share on the Series E Preferred
Stock (equivalent to $24.7500 per depositary
share, each representing a 1/100th interest in a
share of the Series E Preferred Stock).

The preferred stock is not subject to the operation of a
sinking fund and is not convertible into, or
exchangeable for, shares of our common stock or any
other class or series of our other securities. We may
redeem the Series A or Series C preferred stock, in
whole or in part, at our option. We may also, at our
option, redeem the shares of the Series D preferred
stock, in whole or in part, on or after the dividend
payment date in June 2023, the Series E preferred
stock, in whole or in part, on or after the dividend
payment date in June 2020, and the Series F preferred
stock, in whole or in part, on or after the dividend
payment date in September 2026. The Series C,
Series D, Series E or Series F preferred stock can be
redeemed, in whole but not in part, at any time within
90 days following a regulatory capital treatment event
(as defined in each of the Series C, Series D, Series E
and Series F’s Certificates of Designation).
Redemption of the preferred stock is subject to the
prior approval of the Federal Reserve.

Terms of the Series A, Series C, Series D, Series E
and Series F preferred stock are more fully described
in each of their Certificates of Designations, each of
which is filed as an Exhibit to BNY Mellon’s Annual
Report on Form 10-K for the year ended Dec. 31,
2017.

Temporary equity

Temporary equity was $179 million at Dec. 31, 2017
and $151 million at Dec. 31, 2016. Temporary equity
represents amounts recorded for redeemable
noncontrolling interests resulting from equity-
classified share-based payment arrangements that are
currently redeemable or are expected to become
redeemable. The current redemption value of such
awards is classified as temporary equity and is

adjusted to its redemption value at each balance sheet
date.

Capital adequacy

As of Dec. 31, 2017 and Dec. 31, 2016, BNY Mellon
and our U.S. bank subsidiaries were “well
capitalized.”

Our consolidated and largest bank subsidiary, The
Bank of New York Mellon, regulatory capital ratios
are shown below.

Consolidated and largest bank
subsidiary regulatory capital ratios (a)

Dec. 31,

2017

2016

Consolidated regulatory capital
ratios:
CET1
Tier 1 capital ratio
Total (Tier 1 plus Tier 2) capital ratio
Leverage capital ratio

10.7% 10.6%
12.7
13.4
6.6

12.6
13.0
6.6

14.1% 13.6%
14.4
14.7
7.6

The Bank of New York Mellon
regulatory capital ratios:
CET1
Tier 1 capital ratio
Total (Tier 1 plus Tier 2) capital ratio
Leverage capital ratio

13.9
14.2
7.2
(a) For our CET1, Tier 1 and Total capital ratios, our effective
capital ratios under U.S. capital rules are the lower of the
ratios as calculated under the Standardized and Advanced
Approaches. The leverage capital ratio is based on Tier 1
capital, as phased-in and quarterly average total assets.
For BNY Mellon to qualify as “well capitalized,” its Tier 1
and Total (Tier 1 plus Tier 2) capital ratios must be at least
6% and 10%, respectively. For The Bank of New York
Mellon, our largest bank subsidiary, to qualify as “well
capitalized,” its CET1, Tier 1, Total and leverage capital
ratios must be at least 6.5%, 8%, 10% and 5%, respectively.

Failure to satisfy regulatory standards, including
“well capitalized” status or capital adequacy rules
more generally, could result in limitations on our
activities and adversely affect our financial condition.
If a BHC such as BNY Mellon or bank such as The
Bank of New York Mellon or BNY Mellon, N.A. fails
to qualify as “adequately capitalized,” regulatory
sanctions and limitations are imposed.

BNY Mellon 171

Notes to Consolidated Financial Statements (continued)

The following table presents the amount of capital by
which BNY Mellon and our largest bank subsidiary,
The Bank of New York Mellon, exceeded the capital
thresholds determined under the transitional rules.

Capital above thresholds at Dec. 31, 2017

The Bank of
New York

Consolidated
$

Mellon (b)
(in millions)
10,848
CET1
9,112
Tier 1 capital
6,717
Total capital
Leverage capital
7,001
(a) Based on minimum required standards, with applicable

7,281 (a) $
8,122 (a)
5,910 (b)
8,780 (a)

buffers.

(b) Based on well capitalized standards.

The following table presents the components of our
transitional CET1, Tier 1 and Tier 2 capital, the risk-
weighted assets determined under the Standardized
and Advanced Approaches and the average assets
used for leverage capital purposes.

Components of transitional capital (a)
(in millions)
CET1:

Dec. 31,

2017

2016

Common shareholders’ equity
Goodwill and intangible assets
Net pension fund assets
Equity method investments
Deferred tax assets
Other

Total CET1

Other Tier 1 capital:

Preferred stock
Disallowed deferred tax assets
Net pension fund assets
Other

Total Tier 1 capital

Tier 2 capital:

Subordinated debt
Allowance for credit losses
Trust preferred securities
Other

Total Tier 2 capital – Standardized
Approach

Excess of expected credit losses
Less: Allowance for credit losses
Total Tier 2 capital – Advanced
Approach

Total capital:

Standardized Approach
Advanced Approach

Risk-weighted assets:

Standardized Approach
Advanced Approach:

Credit Risk
Market Risk
Operational Risk

Total Advanced Approach

$ 37,859 $ 35,794
(17,314)
(55)
(313)
(19)
—
18,093

(18,684)
(169)
(372)
(33)
(8)
18,593

3,542
(8)
(42)
(41)

3,542
(13)
(36)
(121)
$ 22,044 $ 21,465

1,250 $
261
—
(12)

1,499
31
261

1,269 $

550
281
148
(12)

967
50
281

736

$ 23,543 $ 22,432
$ 23,313 $ 22,201

$ 155,621 $ 147,671

$ 101,681 $ 97,659
2,836
70,000
$ 174,026 $ 170,495

3,657
68,688

Average assets for leverage capital
purposes

$ 331,600 $ 326,809

(a) Reflects transitional adjustments to CET1, Tier 1 capital and
Tier 2 capital required in 2017 and 2016 under the U.S.
capital rules.

172 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Note 14 - Other comprehensive income (loss)

Components of other comprehensive
income (loss)

(in millions)

Foreign currency translation:

Foreign currency translation adjustments arising

during the period (a)
Total foreign currency translation

Unrealized gain (loss) on assets available-for-sale:

Unrealized gain (loss) arising during period
Reclassification adjustment (b)

Net unrealized gain (loss) on assets available-

for-sale

Defined benefit plans:

Net gain (loss) arising during the period
Foreign exchange adjustment
Amortization of prior service credit, net loss and

initial obligation included in net periodic
benefit cost (b)
Total defined benefit plans

Unrealized gain (loss) on cash flow hedges:

Unrealized hedge gain (loss) arising during

period

Reclassification adjustment (b)

Net unrealized gain (loss) on cash flow hedges
Total other comprehensive income (loss)

2017

Tax
(expense)
benefit

Pre-tax
amount

Year ended Dec. 31,
2016

After-tax
amount

Pre-tax
amount

Tax
(expense)
benefit

After-tax
amount

Pre-tax
amount

2015

Tax
(expense)
benefit

After-tax
amount

659 $

194 $

659

194

237
(3)

234

454
1

100

555

(84)
—

(84)

(112)
—

(32)

(144)

(20)
13
1,461 $

(9)

5
(4)
(38) $

(15)
9
1,423

853

153
(3)

150

342
1

411

(518) $

(332) $

(850) $

(518) $

(518)

(332)

(850)

(518)

(81) $

(81)

(599)

(388)
(75)

(463)

(151)
(1)

(64)

(52)

45
(7)

$ (1,052) $

146
26

172

43
1

(31)

(242)
(49)

(535)
(83)

(291)

(618)

(108)
—

(51)

(105)
—

104

(1)

172
31

203

40
—

(35)

(34)

—

(363)
(52)

(415)

(65)
—

—

(15)
3

30
(4)
(144) $ (1,196) $ (1,126) $

11
11

(3)
(3)

8
8
124 $ (1,002)

Includes the impact of hedges of net investments in foreign subsidiaries. See Note 21 for additional information.

(a)
(b) The reclassification adjustment related to the unrealized gain (loss) on assets available-for-sale is recorded as net securities gains on the Consolidated

Income Statement. The amortization of prior service credit, net loss and initial obligation included in net periodic benefit cost is recorded as staff expense
on the Consolidated Income Statement. See Note 16 of the Notes to Consolidated Financial Statements for the location of the reclassification adjustment
related to cash flow hedges on the Consolidated Income Statement.

Changes in accumulated other comprehensive income (loss) attributable to The Bank of New York Mellon Corporation shareholders

ASC 820 Adjustments

(in millions)

2014 ending balance
Change in 2015

2015 ending balance

Change in 2016

2016 ending balance

Change in 2017

2017 ending balance

Foreign
currency
translation

(1,069)
(563)
(1,632)
(819)
(2,451)
838
(1,613)

Pensions

(1,236)
(14)
(1,250)
(56)
(1,306)
419
(887)