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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2021
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 001-35651

THE BANK OF NEW YORK MELLON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2614959
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

240 Greenwich Street
New York, New York 10286
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code – (212) 495-1784

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
symbol(s)
Name of each exchange
on which registered
Common Stock, $0.01 par value BK New York Stock Exchange
6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV
BK/P New York Stock Exchange
(fully and unconditionally guaranteed by The Bank of New York Mellon Corporation)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No

As of June 30, 2021, 863,173,678 shares of the registrant’s common stock, $0.01 par value per share, were outstanding.



THE BANK OF NEW YORK MELLON CORPORATION

Second Quarter 2021 Form 10-Q
Table of Contents 
Page
Consolidated Financial Highlights (unaudited)
2
Part I – Financial Information
Items 2. and 3. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Quantitative and Qualitative Disclosures about Market Risk:
General
4
Overview
4
Key second quarter 2021 and subsequent events
4
5
6
7
Net interest revenue
11
Noninterest expense
14
Income taxes
14
Review of businesses
15
Critical accounting estimates
23
Consolidated balance sheet review
23
Liquidity and dividends
34
Capital
38
Trading activities and risk management
43
Asset/liability management
45
Supplemental information – Explanation of GAAP and Non-GAAP financial measures
47
49
50
Website information
50
Item 1. Financial Statements:
Consolidated Income Statement (unaudited)
51
Consolidated Comprehensive Income Statement (unaudited)
53
Consolidated Balance Sheet (unaudited)
54
Consolidated Statement of Cash Flows (unaudited)
55
Consolidated Statement of Changes in Equity (unaudited)
56
  Page
Notes to Consolidated Financial Statements:
59
Note 2—Acquisitions and dispositions
60
60
65
72
73
75
77
78
78
78
80
81
82
88
89
95
100
103
Item 4. Controls and Procedures
104
Forward-looking Statements
105
Part II – Other Information
Item 1. Legal Proceedings.
107
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
107
Item 6. Exhibits.
107
Index to Exhibits
108
Signature
110



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

Consolidated Financial Highlights (unaudited)

Quarter ended Year-to-date
(dollars in millions, except per share amounts and unless
  otherwise noted)
June 30, 2021 March 31, 2021 June 30, 2020 June 30, 2021 June 30, 2020
Results applicable to common shareholders of The Bank of New York Mellon Corporation:
Net income $ 991  $ 858  $ 901  $ 1,849  $ 1,845 
Basic earnings per share $ 1.14  $ 0.97  $ 1.01  $ 2.11  $ 2.06 
Diluted earnings per share $ 1.13  $ 0.97  $ 1.01  $ 2.10  $ 2.06 
Fee and other revenue $ 3,315  $ 3,266  $ 3,230  (a) $ 6,581  $ 6,524  (a)
Net interest revenue 645  655  780  1,300  1,594 
Total revenue $ 3,960  $ 3,921  $ 4,010  $ 7,881  $ 8,118 
Return on common equity (annualized)
9.8  % 8.5  % 9.4  % 9.2  % 9.7  %
Return on tangible common equity (annualized) – Non-GAAP (b)
18.6  % 16.1  % 18.5  % 17.3  % 19.4  %
Return on average assets (annualized)
0.88  % 0.76  % 0.87  % 0.82  % 0.93  %
Fee revenue as a percentage of total revenue 81  % 83  % 77  % (a) 82  % 78  % (a)
Non-U.S. revenue as a percentage of total revenue 38  % 37  % 36  % 38  % 36  %
Pre-tax operating margin 32  % 29  % 29  % 31  % 30  %
Net interest margin 0.67  % 0.66  % 0.88  % 0.67  % 0.94  %
Net interest margin on a fully taxable equivalent (“FTE”) basis – Non-GAAP (c)
0.67  % 0.67  % 0.88  % 0.67  % 0.94  %
Assets under custody and/or administration (“AUC/A”) at period end (in trillions) (d)
$ 45.0  $ 41.7  $ 37.3  $ 45.0  $ 37.3 
Assets under management (“AUM”) at period end (in billions) (e)
$ 2,320  $ 2,214  $ 1,961  $ 2,320  $ 1,961 
Market value of securities on loan at period end (in
billions) (f)
$ 456  $ 445  $ 384  $ 456  $ 384 
Average common shares and equivalents outstanding (in thousands):
Basic 869,460  882,558  889,020  876,006  891,642 
Diluted 873,475  885,655  890,561  879,409  893,603 
Selected average balances:
Interest-earning assets $ 388,285  $ 397,297  $ 357,562  $ 392,766  $ 340,749 
Total assets $ 452,329  $ 460,379  $ 415,359  $ 456,332  $ 400,318 
Interest-bearing deposits $ 239,466  $ 245,115  $ 210,643  $ 242,275  $ 204,138 
Noninterest-bearing deposits $ 85,802  $ 83,429  $ 72,411  $ 84,622  $ 66,494 
Long-term debt $ 25,275  $ 26,199  $ 28,122  $ 25,734  $ 27,677 
Preferred stock $ 4,541  $ 4,541  $ 4,010  $ 4,541  $ 3,776 
Total The Bank of New York Mellon Corporation common shareholders’ equity
$ 40,393  $ 40,720  $ 38,476  $ 40,556  $ 38,070 
Other information at period end:
Cash dividends per common share $ 0.31  $ 0.31  $ 0.31  $ 0.62  $ 0.62 
Common dividend payout ratio 27  % 32  % 31  % 30  % 30  %
Common dividend yield (annualized)
2.4  % 2.7  % 3.2  % 2.4  % 3.2  %
Closing stock price per common share $ 51.23  $ 47.29  $ 38.65  $ 51.23  $ 38.65 
Market capitalization $ 44,220  $ 41,401  $ 34,239  $ 44,220  $ 34,239 
Book value per common share $ 47.20  $ 46.16  $ 44.21  $ 47.20  $ 44.21 
Tangible book value per common share – Non-GAAP (b)
$ 25.64  $ 24.88  $ 23.31  $ 25.64  $ 23.31 
Full-time employees 48,800  48,000  48,300  48,800  48,300 
Common shares outstanding (in thousands)
863,174  875,481  885,862  863,174  885,862 
2 BNY Mellon


Consolidated Financial Highlights (unaudited) (continued)

Regulatory capital and other ratios June 30, 2021 March 31, 2021 Dec. 31, 2020
Average liquidity coverage ratio (“LCR”) 110  % 110  % 110  %
Regulatory capital ratios: (g)
Advanced:
Common Equity Tier 1 (“CET1”) ratio 12.7  % 12.6  % 13.1  %
Tier 1 capital ratio 15.3  15.3  15.8 
Total capital ratio 16.0  16.1  16.7 
Standardized:
CET1 ratio 12.6  % 12.6  % 13.4  %
Tier 1 capital ratio 15.2  15.2  16.1 
Total capital ratio 16.2  16.2  17.1 
Tier 1 leverage ratio 6.0  % 5.8  % 6.3  %
Supplementary leverage ratio (“SLR”) (h)
7.5  8.1  8.6 
BNY Mellon shareholders’ equity to total assets ratio 9.7  % 9.7  % 9.8  %
BNY Mellon common shareholders’ equity to total assets ratio 8.7  8.7  8.8 
(a)    In the first quarter of 2021, we reclassified certain items within total revenue on the consolidated income statement and reclassified prior periods to be comparable with current period presentation. See Note 1 of the Notes to Consolidated Financial Statements for additional information.
(b)    Return on tangible common equity and tangible book value per common share, Non-GAAP measures, exclude goodwill and intangible assets, net of deferred tax liabilities. See “Supplemental information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 47 for the reconciliation of Non-GAAP measures.
(c)    See “Net interest revenue” on page 11 for a reconciliation of this Non-GAAP measure.
(d)    Consists of AUC/A primarily from the Asset Servicing business and, to a lesser extent, the Clearance and Collateral Management, Issuer Services, Pershing and Wealth Management businesses. Includes the AUC/A of CIBC Mellon Global Securities Services Company (“CIBC Mellon”), a joint venture with the Canadian Imperial Bank of Commerce, of $1.7 trillion at June 30, 2021, $1.6 trillion at March 31, 2021 and $1.3 trillion at June 30, 2020.
(e)    Excludes securities lending cash management assets and assets managed in the Investment Services business.
(f)    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 $63 billion at June 30, 2021, $64 billion at March 31, 2021 and $62 billion at June 30, 2020.
(g)    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. For additional information on our capital ratios, see “Capital” beginning on page 38.
(h)    The SLR at March 31, 2021 and Dec. 31, 2020 reflect the temporary exclusion of U.S. Treasury securities from the leverage exposure, which increased our SLR by 68 basis points and 72 basis points, respectively. The temporary exclusion ceased to apply beginning April 1, 2021. See “Capital” beginning on page 38 for additional information.

BNY Mellon 3

Part I – Financial Information
Items 2. and 3. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Quantitative and Qualitative Disclosures about Market Risk

General

In this Quarterly Report on Form 10-Q, 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.

Certain business terms used in this report are defined in the Glossary included in our Annual Report on Form 10-K for the year ended Dec. 31, 2020 (“2020 Annual Report”).

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.”

Overview

Established in 1784 by Alexander Hamilton, we were the first company listed on the New York Stock Exchange (NYSE: BK). With a history of more than 235 years, BNY Mellon is a global company that manages and services assets for financial institutions, corporations and individual investors in 35 countries.

BNY Mellon has two business segments, Investment Services and Investment and Wealth Management, which offer a comprehensive set of capabilities and deep expertise across the investment lifecycle, enabling the Company to provide solutions to buy-side and sell-side market participants, as well as leading institutional and wealth management clients globally.

The diagram below presents our two business segments and lines of business, with the remaining operations in the Other segment.

BK-20210630_G1.JPG



Key second quarter 2021 and subsequent events

Share repurchase program and increase in cash dividend on common stock

In June 2021, our Board of Directors approved the repurchase of up to $6.0 billion of common stock starting in the third quarter of 2021 and continuing through the fourth quarter of 2022.

Additionally, in July, our Board of Directors approved a 10% increase in the quarterly cash dividend on common stock, from $0.31 to $0.34 per share. This increased quarterly cash dividend will be paid on Aug. 9, 2021.

4 BNY Mellon


Highlights of second quarter 2021 results

Net income applicable to common shareholders was $991 million, or $1.13 per diluted common share, in the second quarter of 2021. Net income applicable to common shareholders was $901 million, or $1.01 per diluted common share, in the second quarter of 2020. The highlights below are based on the second quarter of 2021 compared with the second quarter of 2020, unless otherwise noted.

Total revenue of $4.0 billion decreased 1%, primarily reflecting:
Fee revenue increased 4%, primarily reflecting the positive impact of higher markets, the favorable impact of a weaker U.S. dollar and higher client volumes, partially offset by money market fee waivers. (See “Fee and other revenue” beginning on page 7.)
Other revenue decreased primarily reflecting lower gains related to seed capital investments. (See “Fee and other revenue” beginning on page 7.)
Net interest revenue decreased 17%, primarily reflecting lower interest rates on interest-earning assets. This was partially offset by the benefit of lower funding and deposit rates, lower debt balances, a larger securities portfolio and higher deposit balances. (See “Net interest revenue” on page 11.)
Provision for credit losses was a benefit of $86 million primarily driven by an improvement in the macroeconomic forecast. (See “Consolidated balance sheet review – Allowance for credit losses” beginning on page 31.)
Noninterest expense increased 3%, primarily reflecting the unfavorable impact of a weaker U.S. dollar, investments in efficiency and growth initiatives and higher revenue-related expenses. (See “Noninterest expense” on page 14.)
Effective tax rate of 19.0%. (See “Income taxes” on page 14.)


Capital and liquidity

CET1 ratio was 12.6% at June 30, 2021, unchanged compared with March 31, 2021. Capital generated through earnings was offset by capital deployed through common stock repurchases and dividends, and higher risk-weighted assets. (See “Capital” beginning on page 38.)
Tier 1 leverage was 6.0% at June 30, 2021, compared with 5.8% at March 31, 2021. The increase reflects capital generation and lower average assets. (See “Capital” beginning on page 38.)
Repurchased 12.8 million common shares for $618 million.

Highlights of our principal businesses

Investment Services
Total revenue decreased 4%.
Income before income taxes increased 3%.
AUC/A of $45.0 trillion increased 21%, primarily reflecting higher market values, net new business and the favorable impact of a weaker U.S. dollar.

Investment and Wealth Management
Total revenue increased 13%.
Income before income taxes increased 48%.
AUM of $2.3 trillion increased 18%, primarily reflecting higher market values, the favorable impact of a weaker U.S. dollar (principally versus the British pound) and net inflows.

See “Review of businesses” and Note 18 of the Notes to Consolidated Financial Statements for additional information on our businesses.


BNY Mellon 5


Impact of coronavirus pandemic on our business

See “Impact of coronavirus pandemic on our business” in our 2020 Annual Report for the areas of our business that have been impacted and could continue to be impacted by the coronavirus pandemic and its effect on the global macroeconomic environment. The following updates those disclosures.

Short-term interest rates have remained low through the second quarter of 2021, which has continued to result in lower net interest revenue and higher money market fee waivers. This has been partially offset by higher average deposit balances and higher money market balances compared with 2020.

Equity market levels have continued to improve in the first six months of 2021, resulting in increased asset-based fees in Investment Services and Investment and Wealth Management.

The macroeconomic outlook continued to improve through the first and second quarters of 2021, resulting in decreases in the allowance for credit losses and benefits to the provision for credit losses.

The restrictions on common stock dividends and share repurchases ended on June 30, 2021.

It is difficult to forecast the impact of the coronavirus, together with related public health measures, on our results with certainty because so much depends on how the health crisis evolves and its impact on the global economy, as well as actions taken by central banks and governments to support the economy and the availability, use and effectiveness of vaccines.

The current macroeconomic environment has also resulted in responses by governmental and regulatory bodies. See “Supervision and Regulation – Pandemic-Related Measures” in our 2020 Annual Report for additional information on legislative and regulatory developments in response to the coronavirus pandemic.

For further discussion of the current and potential impact of the coronavirus pandemic, see “Risk Factors – The coronavirus pandemic is adversely affecting us and creates significant risks and uncertainties for our business, and the ultimate impact of the pandemic on us will depend on future developments, which are highly uncertain and cannot be predicted,” in our 2020 Annual Report.
6 BNY Mellon


Fee and other revenue

Fee and other revenue YTD21
(dollars in millions, unless otherwise noted) 2Q21 vs.  vs.
2Q21 1Q21 2Q20 1Q21 2Q20 YTD21 YTD20 YTD20
Investment services fees:
Asset servicing fees (a)
$ 1,200  $ 1,199  $ 1,173    % 2  % $ 2,399  $ 2,332  3  %
Clearing services fees (b)
435  455  431  (4) 1  890  901  (1)
Issuer services fees 281  245  277  15  1  526  540  (3)
Treasury services fees 160  157  144  2  11  317  293  8 
Total investment services fees 2,076  2,056  2,025  1  3  4,132  4,066  2 
Investment management and
performance fees
889  890  786    13  1,779  1,648  8 
Foreign exchange revenue 184  231  193  (c) (20) (5) 415  438  (c) (5)
Financing-related fees 48  51  58  (6) (17) 99  117  (15)
Distribution and servicing 27  29  27  (7)   56  58  (3)
Total fee revenue 3,224  3,257  3,089  (c) (1) 4  6,481  6,327  (c) 2 
Investment and other income 89  132  (c) N/M N/M 98  179  (c) N/M
Net securities gains 2  —  N/M N/M 2  18  N/M
Total other revenue 91  141  N/M N/M 100  197  N/M
Total fee and other revenue $ 3,315  $ 3,266  $ 3,230  2  % 3  % $ 6,581  $ 6,524  1  %
Fee revenue as a percentage of total revenue 81  % 83  % 77  % (c) 82  % 78  % (c)
AUC/A at period end (in trillions) (d)
$ 45.0  $ 41.7  $ 37.3  8  % 21  % $ 45.0  $ 37.3  21  %
AUM at period end (in billions) (e)
$ 2,320  $ 2,214  $ 1,961  5  % 18  % $ 2,320  $ 1,961  18  %
(a)    Asset servicing fees include the fees from the Clearance and Collateral Management business and also include securities lending revenue of $45 million in the second quarter of 2021, $45 million in the first quarter of 2021, $56 million in the second quarter of 2020, $90 million in the first six months of 2021 and $107 million in the first six months of 2020.
(b)    Clearing services fees are almost entirely earned by our Pershing business.
(c)    In the first quarter of 2021, we reclassified certain items within total revenue on the consolidated income statement and reclassified prior periods to be comparable with the current period presentation. See Note 1 of the Notes to Consolidated Financial Statements for additional information.
(d)    Consists of AUC/A primarily from the Asset Servicing business and, to a lesser extent, the Clearance and Collateral Management, Issuer Services, Pershing and Wealth Management businesses. Includes the AUC/A of CIBC Mellon of $1.7 trillion at June 30, 2021, $1.6 trillion at March 31, 2021 and $1.3 trillion at June 30, 2020.
(e)    Excludes securities lending cash management assets and assets managed in the Investment Services business.
N/M – Not meaningful.


Fee revenue increased 4% compared with the second quarter of 2020 and decreased 1% compared with the first quarter of 2021. The increase compared with the second quarter of 2020 primarily reflects higher investment management and performance fees, asset servicing fees and treasury services fees, partially offset by lower financing-related fees and foreign exchange revenue. The decrease compared with the first quarter of 2021 primarily reflects lower foreign exchange revenue and clearing services fees, partially offset by higher issuer services fees.

Other revenue decreased $50 million compared with the second quarter of 2020 and increased $82 million compared with the first quarter of 2021. The decrease compared with the second quarter of 2020 primarily reflects lower gains related to seed capital investments. The increase compared with the first
quarter of 2021 primarily reflects a $39 million impairment related to a renewable energy investment recorded in the first quarter of 2021, gains from other investments and disposals, and higher other income.

Money market fee waivers

Given the continued low short-term interest rates, money market mutual fund fees and other similar fees are being waived to protect investors from negative returns. The fee waivers have primarily impacted fee revenues in Pershing and Investment Management, but also resulted in lower distribution and servicing expense. The fee waivers also began to impact fee revenues in our other businesses in the second half of 2020. Money market fee waivers are highly sensitive to changes in short-term interest rates and are difficult to predict. Assuming no change in money market
BNY Mellon 7


balances, we expect to recover over 50% of the pre-tax income related to fee waivers with a 25 basis point increase in the Fed Funds rate and we expect to recover nearly 100% of the pre-tax income related to fee waivers when the Fed Funds rate increases 100 basis points.

The following table presents the impact of money market fee waivers on our consolidated fee revenue,
net of distribution and servicing expense. In the second quarter of 2021, the net impact of money market fee waivers was $252 million, up from $188 million in the first quarter of 2021, driven by lower short-term interest rates and higher money market balances.

Money market fee waivers
(in millions) 2Q21 1Q21 2Q20 YTD21 YTD20
Investment services fees:
Asset servicing fees $ (42) $ (22) $ —  $ (64) $ — 
Clearing services fees (88) (74) (50) (162) (59)
Issuer services fees (15) (10) (1) (25) (1)
Treasury services fees (3) (3) (2) (6) (2)
Total investment services fees (148) (109) (53) (257) (62)
Investment management and performance fees (115) (89) (30) (204) (44)
Distribution and servicing revenue (13) (13) (3) (26) (3)
Total fee revenue (276) (211) (86) (487) (109)
Less: Distribution and servicing expense 24  23  47 
Net impact of money market fee waivers $ (252) $ (188) $ (79) $ (440) $ (102)
Impact to revenue by line of business (a):
Asset Servicing $ (50) $ (29) $ (1) $ (79) $ (1)
Pershing (99) (94) (60) (193) (69)
Issuer Services (22) (15) (1) (37) (1)
Treasury Services (16) (9) —  (25) — 
Investment Management (85) (61) (24) (146) (38)
Wealth Management (4) (3) —  (7) — 
Total impact to revenue by line of business $ (276) $ (211) $ (86) $ (487) $ (109)
(a)    The line of business revenue for management reporting purposes reflects the impact of revenue transferred between the businesses.


We expect the impact from money market fee waivers, net of distribution and servicing expense, to approximate $225 million in the third quarter of 2021, based on implied forward rates and money market balances as of the end of the second quarter of 2021. Fee waivers in subsequent periods will continue to be dependent on short-term interest rates and the level of money market balances.

Investment services fees

Investment services fees increased 3% compared with the second quarter of 2020 and 1% compared with the first quarter of 2021, reflecting the following:
Asset servicing fees increased 2% compared with the second quarter of 2020 and was up slightly compared with the first quarter of 2021. The increase compared with the second quarter of 2020 primarily reflects higher client activity, market values and tri-party collateral management balances, partially offset by higher
money market fee waivers, and lower intraday credit fees and clearance volumes. The slight increase compared with the first quarter of 2021 primarily reflects higher tri-party collateral management balances, partially offset by higher money market fee waivers and lower clearance volumes.
Clearing services fees increased 1% compared with the second quarter of 2020 and decreased 4% compared with the first quarter of 2021. The increase compared with the second quarter of 2020 primarily reflects higher market values, client activity and balances, partially offset by higher money market fee waivers. The decrease compared with the first quarter of 2021 primarily reflects lower clearance volumes, partially offset by higher market values.
Issuer services fees increased 1% compared with the second quarter of 2020 and 15% compared with the first quarter of 2021. Both increases
8 BNY Mellon


primarily reflect higher Depositary Receipts revenue, partially offset by money market fee waivers in Corporate Trust. The increase compared with the second quarter of 2020 also reflects higher Corporate Trust revenue.
Treasury services fees increased 11% compared with the second quarter of 2020 and 2% compared with the first quarter of 2021. The increase compared with the second quarter of 2020 primarily reflects higher payment volumes. The increase compared with first quarter of 2021 primarily reflects net new business.

See “Investment Services business” in “Review of businesses” for additional details.

Investment management and performance fees

Investment management and performance fees increased 13% compared with the second quarter of 2020 and decreased slightly compared with the first quarter of 2021. The increase compared with the second quarter of 2020 primarily reflects the impact of higher market values, the favorable impact of a weaker U.S. dollar, higher performance fees and net inflows, partially offset by higher money market fee waivers. The decrease compared with the first quarter of 2021 primarily reflects the timing of performance fees and higher money market fee waivers, offset by the impact of higher market values, equity investment gains and net inflows. Performance fees were $14 million in the second quarter of 2021, $5 million in the second quarter of 2020 and $40 million in the first quarter of 2021. On a constant currency basis (Non-GAAP), investment management and performance fees increased 9% compared with the second quarter of 2020.

AUM was $2.3 trillion at June 30, 2021, an increase of 18% compared with June 30, 2020, primarily reflecting higher market values, the favorable impact of a weaker U.S. dollar (principally versus the British pound) and net inflows.

See “Investment and Wealth Management business” in “Review of businesses” for additional details regarding the drivers of investment management and performance fees, AUM and AUM flows.

Foreign exchange revenue

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, the impact of foreign currency hedging activities and foreign currency remeasurement gain (loss). In the second quarter of 2021, foreign exchange revenue totaled $184 million, decreases of 5% compared with the second quarter of 2020 and 20% compared with the first quarter of 2021. The decrease compared with the second quarter of 2020 primarily reflects lower volatility, partially offset by higher volumes. The decrease compared with the first quarter of 2021 primarily reflects lower volumes and volatility. Foreign exchange revenue is primarily reported in the Investment Services business and, to a lesser extent, the Investment and Wealth Management business and the Other segment.

Financing-related fees

Financing-related fees, which are primarily reported in the Investment Services business, include capital market fees, loan commitment fees and credit-related fees. Financing-related fees totaled $48 million in the second quarter of 2021, $58 million in the second quarter of 2020 and $51 million in the first quarter of 2021. Both decreases primarily reflect lower underwriting fees.

Investment and other income

Investment and other income includes income or loss from consolidated investment management funds, seed capital gains or losses, other trading revenue or loss, renewable energy investments losses, corporate and bank-owned life insurance contracts, other investment gains or losses, gains or losses from disposals, expense reimbursements from our CIBC Mellon joint venture and other income or loss. The income or loss from consolidated investment management funds should be considered together with the net income or loss attributable to noncontrolling interests, which reflects the portion of the consolidated funds for which we do not have an economic interest and is reflected below net income as a separate line item on the consolidated income statement. Other trading revenue or loss primarily includes the impact of market-risk hedging activity related to our seed capital investments in investment management funds, non-foreign currency derivative
BNY Mellon 9


and fixed income trading, and other hedging activity. 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. Other investment gains or losses includes fair value changes of non-readily marketable equity securities,
private equity and other investments. Expense reimbursements from our CIBC Mellon joint venture relate to expenses incurred by BNY Mellon on behalf of the CIBC Mellon joint venture. Other income or loss includes various miscellaneous revenues.

The following table provides the components of investment and other income.

Investment and other income
(in millions) 2Q21 1Q21 2Q20 (a) YTD21 YTD20 (a)
Income from consolidated investment management funds $ 13  $ 17  $ 54  $ 30  $ 16 
Seed capital gains (losses) (b)
18  23  21  (8)
Other trading (loss) revenue (1) (7) (8) (8) 58 
Renewable energy investment (losses) (41) (81) (34) (122) (68)
Corporate/bank-owned life insurance 29  33  36  62  72 
Other investments gains (c)
23  11  13  34 
Disposal gains 6  —  —  6  — 
Expense reimbursements from joint venture 25  23  19  48  40 
Other income 17  10  29  27  63 
Total investment and other income $ 89  $ $ 132  $ 98  $ 179 
(a)    In the first quarter of 2021, we reclassified certain items within total revenue on the consolidated income statement and reclassified prior periods to be comparable with the current period presentation. See Note 1 of the Notes to Consolidated Financial Statements for additional information.
(b)    Includes gains (losses) on investments in BNY Mellon funds which hedge deferred incentive awards.
(c)    Includes strategic equity, private equity and other investments.


Investment and other income was $89 million in the second quarter of 2021 compared with $132 million in the second quarter of 2020 and $9 million in the first quarter of 2021. The decrease compared with the second quarter of 2020 primarily reflects lower gains related to seed capital investments reflected in the income from consolidated investment management funds and seed capital gains (losses) line items. The increase compared with the first quarter of 2021 primarily reflects the $39 million impairment related to a renewable energy investment recorded in the first quarter of 2021, gains from other investments and disposals and higher other income.

Year-to-date 2021 compared with year-to-date 2020

Fee revenue increased 2% compared with the first six months of 2020, primarily reflecting higher investment management and performance fees and
asset servicing fees, partially offset by lower foreign exchange revenue and financing-related fees. The 8% increase in investment management and performance fees primarily reflects higher market values, the favorable impact of a weaker U.S. dollar, equity investment gains and net inflows, partially offset by higher money market fee waivers. The 3% increase in asset servicing fees primarily reflects higher client activity, market values and the favorable impact of a weaker U.S. dollar, partially offset by money market fee waivers.

The decrease in other revenue primarily reflects one-time fees in the Asset Servicing and Pershing businesses recorded in the first six months of 2020, an impairment related to a renewable energy investment recorded in the first quarter of 2021 and lower derivative and fixed income trading results, partially offset by higher gains related to seed capital.
10 BNY Mellon


Net interest revenue

Net interest revenue YTD21
2Q21 vs.  vs.
(dollars in millions) 2Q21 1Q21 2Q20 1Q21 2Q20 YTD21 YTD20 YTD20
Net interest revenue – GAAP
$ 645  $ 655  $ 780  (2) % (17) % $ 1,300  $ 1,594  (18) %
Add: Tax equivalent adjustment 3  N/M N/M 6  N/M
Net interest revenue (FTE) – Non-GAAP (a)
$ 648  $ 658  $ 782  (2) % (17) % $ 1,306  $ 1,598  (18) %
Average interest-earning assets
$ 388,285  $ 397,297  $ 357,562  (2) % 9  % $ 392,766  $ 340,749  15  %
Net interest margin – GAAP 0.67  % 0.66  % 0.88  % 1   bps (21)  bps 0.67  % 0.94  % (27)  bps
Net interest margin (FTE) – Non-GAAP (a)
0.67  % 0.67  % 0.88  %    bps (21)  bps 0.67  % 0.94  % (27)  bps
(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.
N/M – Not meaningful.
bps – basis points.


Net interest revenue decreased 17% compared with the second quarter of 2020 and 2% compared with the first quarter of 2021. The decrease compared with the second quarter of 2020 primarily reflects lower interest rates on interest-earning assets, partially offset by the benefit of lower funding and deposit rates, lower debt balances, a larger securities portfolio and higher deposit balances. The decrease compared with the first quarter of 2021 was primarily driven by lower interest rates on interest-earning assets, partially offset by the benefit of lower funding and deposit rates.

Net interest margin decreased 21 basis points compared with the second quarter of 2020 and increased 1 basis point compared with the first quarter of 2021. The decrease compared with the second quarter of 2020 primarily reflects the factors mentioned above.

Average interest-earning assets increased 9% compared with the second quarter of 2020 and decreased 2% compared with the first quarter of 2021. The increase compared with the second quarter of 2020 primarily reflects higher interest-bearing deposits with the Federal Reserve and other central banks, a larger securities portfolio and higher loan balances. The decrease compared with the first quarter of 2021 primarily reflects lower interest-bearing deposits with the Federal Reserve and other central banks, partially offset by higher loan balances.

Average non-U.S. dollar deposits comprised approximately 25% of our average total deposits in the second quarter of 2021. Approximately 40% of the average non-U.S. dollar deposits in the second quarter of 2021 were euro denominated.

Net interest revenue in future periods will depend on the level and mix of client deposits and deposit rates, as well as the level and shape of the yield curve, which may result in lower yields on interest-earning assets.

Due to lower interest rates, net interest revenue has been trending lower and we expect net interest revenue to decrease in 2021 compared with 2020.

Year-to-date 2021 compared with year-to-date 2020

Net interest revenue decreased 18% compared with the first six months of 2020, primarily driven by lower interest rates on interest-earning assets, partially offset by the benefit of lower deposit and funding rates, a larger securities portfolio, higher deposit balances and lower debt balances. The decrease in the net interest margin primarily reflects the factors mentioned above.

Average interest-earning assets increased 15% compared with the first six months of 2020. The increase primarily reflects higher interest-bearing deposits with the Federal Reserve and other central banks and a larger securities portfolio.
BNY Mellon 11


Average balances and interest rates Quarter ended
June 30, 2021 March 31, 2021 June 30, 2020
(dollars in millions; average rates annualized) Average
balance
Interest Average
rates
Average
balance
Interest Average
rates
Average balance Interest Average rates
Assets
Interest-earning assets:
Interest-bearing deposits with the Federal Reserve and other central banks
$ 114,564  $ (25) (0.09) % $ 125,930  $ (16) (0.05) % $ 94,229  $ (7) (0.03) %
Interest-bearing deposits with banks (primarily foreign banks)
22,465  11  0.20  21,313  14  0.27  21,093  40  0.76 
Federal funds sold and securities purchased under resale agreements (a)
27,857  25  0.36  29,186  32  0.44  30,265  61  0.82 
Margin loans 18,995  49  1.04  15,891  45  1.14  12,791  40  1.28 
Non-margin loans:
Domestic offices 36,455  173  1.90  31,218  157  2.02  31,185  172  2.21 
Foreign offices 5,070  15  1.14  9,680  28  1.18  12,743  58  1.84 
Total non-margin loans 41,525  188  1.81  40,898  185  1.82  43,928  230  2.10 
Securities:
U.S. government obligations (b)
33,212  59  0.71  28,759  63  0.90  27,901  75  1.08 
U.S. government agency obligations (b)
72,809  244  1.34  77,623  271  1.40  74,583  341  1.83 
State and political subdivisions (b)(c)
2,768  14  1.94  2,526  12  1.92  1,025  2.98 
Other securities (b)(c)
47,451  112  0.95  47,030  116  0.99  45,511  140  1.23 
Total investment securities (c)
156,240  429  1.10  155,938  462  1.19  149,020  563  1.51 
Trading securities (c)
6,639  11  0.72  8,141  19  0.95  6,236  18  1.13 
Total securities (c)
162,879  440  1.08  164,079  481  1.18  155,256  581  1.50 
Total interest-earning assets (c)
$ 388,285  $ 688  0.71  % $ 397,297  $ 741  0.75  % $ 357,562  $ 945  1.06  %
Noninterest-earning assets 64,044  63,082  57,797 
Total assets $ 452,329  $ 460,379  $ 415,359 
Liabilities
Interest-bearing liabilities:
Interest-bearing deposits:
Domestic offices $ 126,953  $ (8) (0.02) % $ 128,543  $ (7) (0.02) % $ 102,135  $ 15  0.06  %
Foreign offices 112,513  (41) (0.15) 116,572  (30) (0.10) 108,508  (32) (0.12)
Total interest-bearing deposits 239,466  (49) (0.08) 245,115  (37) (0.06) 210,643  (17) (0.03)
Federal funds purchased and securities sold under repurchase agreements (a)
13,773  (5) (0.17) 15,288  (3) (0.07) 14,209  0.03 
Trading liabilities 2,282  2  0.38  2,227  0.53  1,974  0.39 
Other borrowed funds 298  1  2.21  331  2.01  2,272  1.30 
Commercial paper       —  —  —  191  1.02 
Payables to customers and broker-dealers 16,811    (0.01) 17,691  (1) (0.01) 18,742  (1) (0.01)
Long-term debt 25,275  91  1.43  26,199  119  1.81  28,122  170  2.42 
Total interest-bearing liabilities $ 297,905  $ 40  0.05  % $ 306,851  $ 83  0.11  % $ 276,153  $ 163  0.24  %
Total noninterest-bearing deposits 85,802  83,429  72,411 
Other noninterest-bearing liabilities 23,317  24,556  24,121 
Total liabilities 407,024  414,836  372,685 
Temporary equity
Redeemable noncontrolling interests 57  85  74 
Permanent equity
Total The Bank of New York Mellon Corporation shareholders’ equity
44,934  45,261  42,486 
Noncontrolling interests 314  197  114 
Total permanent equity 45,248  45,458  42,600 
Total liabilities, temporary equity and permanent equity
$ 452,329  $ 460,379  $ 415,359 
Net interest revenue (FTE) – Non-GAAP (d)
$ 648  $ 658  $ 782 
Net interest margin (FTE) – Non-GAAP (c)(d)
0.67  % 0.67  % 0.88  %
Less: Tax equivalent adjustment 3 
Net interest revenue – GAAP $ 645  $ 655  $ 780 
Net interest margin – GAAP 0.67  % 0.66  % 0.88  %
(a)    Includes the average impact of offsetting under enforceable netting agreements of approximately $41 billion for the second quarter of 2021, $37 billion for the first quarter of 2021 and $67 billion for the second quarter of 2020. On a Non-GAAP basis, excluding the impact of offsetting, the yield on federal funds sold and securities purchased under resale agreements would have been 0.15% for the second quarter of 2021, 0.19% for the first quarter of 2021 and 0.26% for the second quarter of 2020. On a Non-GAAP basis, excluding the impact of offsetting, the rate on federal funds purchased and securities sold under repurchase agreements would have been (0.04)% for the second quarter of 2021, (0.02)% for the first quarter of 2021 and 0.00% for the second quarter of 2020. We believe providing the rates excluding the impact of netting is useful to investors as it is more reflective of the actual rates earned and paid.
(b)    In the second quarter of 2021, we reclassified the impact of hedging within the categories comprising total investment securities to align the impact of hedging with the securities being hedged and reclassified prior periods to be comparable. The change reduced the income and average rates previously reported for U.S. government obligations and U.S. government agency obligations and increased the income and average rates for Other securities.
(c)    Average rates were calculated on an FTE basis, at tax rates of approximately 21%.
(d)    See “Net interest revenue” on page 11 for the reconciliation of this Non-GAAP measure.
12 BNY Mellon


Average balances and interest rates Year-to-date
June 30, 2021 June 30, 2020
(dollars in millions; average rates annualized) Average balance Interest Average rates Average balance Interest Average rates
Assets
Interest-earning assets:
Interest-bearing deposits with the Federal Reserve and other central banks $ 120,216  $ (41) (0.07) % $ 87,316  $ 73  0.16  %
Interest-bearing deposits with banks (primarily foreign banks) 21,892  25  0.24  19,087  98  1.03 
Federal funds sold and securities purchased under resale agreements (a)
28,518  57  0.40  32,187  457  2.86 
Margin loans 17,452  94  1.09  12,887  127  1.99 
Non-margin loans:
Domestic offices 33,851  330  1.96  31,453  410  2.62 
Foreign offices 7,362  43  1.17  11,956  129  2.17 
Total non-margin loans 41,213  373  1.82  43,409  539  2.49 
Securities:
U.S. government obligations (b)
30,998  122  0.80  25,538  139  1.10 
U.S. government agency obligations (b)
75,202  515  1.37  71,815  728  2.03 
State and political subdivisions (b)(c)
2,648  26  1.93  1,029  15  3.02 
Other securities (b)(c)
47,242  228  0.97  40,943  283  1.38 
Total investment securities (c)
156,090  891  1.14  139,325  1,165  1.67 
Trading securities (c)
7,385  30  0.85  6,538  58  1.77 
Total securities (c)
163,475  921  1.13  145,863  1,223  1.68 
Total interest-earning assets (c)
$ 392,766  $ 1,429  0.73  % $ 340,749  $ 2,517  1.48  %
Noninterest-earning assets 63,566  59,569 
Total assets $ 456,332  $ 400,318 
Liabilities
Interest-bearing liabilities:
Interest-bearing deposits:
Domestic offices $ 127,744  $ (15) (0.02) % $ 101,025  $ 185  0.37  %
Foreign offices 114,531  (71) (0.13) 103,113  38  0.07 
Total interest-bearing deposits 242,275  (86) (0.07) 204,138  223  0.22 
Federal funds purchased and securities sold under repurchase agreements (a)
14,526  (8) (0.12) 14,064  276  3.95 
Trading liabilities 2,255  5  0.45  1,800  0.94 
Other borrowed funds 314  3  2.11  1,495  11  1.53 
Commercial paper       886  1.50 
Payables to customers and broker-dealers 17,249  (1) (0.01) 17,564  29  0.33 
Long-term debt 25,734  210  1.63  27,677  364  2.62 
Total interest-bearing liabilities $ 302,353  $ 123  0.08  % $ 267,624  $ 919  0.69  %
Total noninterest-bearing deposits 84,622  66,494 
Other noninterest-bearing liabilities 23,933  24,174 
Total liabilities 410,908  358,292 
Temporary equity
Redeemable noncontrolling interests 71  70 
Permanent equity
Total The Bank of New York Mellon Corporation shareholders’ equity
45,097  41,846 
Noncontrolling interests 256  110 
Total permanent equity 45,353  41,956 
Total liabilities, temporary equity and permanent equity
$ 456,332  $ 400,318 
Net interest revenue (FTE) – Non-GAAP (d)
$ 1,306  $ 1,598 
Net interest margin (FTE) – Non-GAAP (c)(d)
0.67  % 0.94  %
Less: Tax equivalent adjustment 6 
Net interest revenue – GAAP $ 1,300  $ 1,594 
Net interest margin – GAAP 0.67  % 0.94  %
(a)    Includes the average impact of offsetting under enforceable netting agreements of approximately $39 billion for the first six months of 2021 and $73 billion for the first six months of 2020. On a Non-GAAP basis, excluding the impact of offsetting, the yield on federal funds sold and securities purchased under resale agreements would have been 0.17% for the first six months of 2021 and 0.87% for the first six months of 2020. On a Non-GAAP basis, excluding the impact of offsetting, the rate on federal funds purchased and securities sold under repurchase agreements would have been (0.03)% for the first six months of 2021 and 0.64% for the first six months of 2020. We believe providing the rates excluding the impact of netting is useful to investors as it is more reflective of the actual rates earned and paid.
(b)    In the second quarter of 2021, we reclassified the impact of hedging within the categories comprising total investment securities to align the impact of hedging with the securities being hedged and reclassified prior periods to be comparable. The change reduced the income and average rates previously reported for U.S. government obligations and U.S. government agency obligations and increased the income and average rates for Other securities.
(c)    Average rates were calculated on an FTE basis, at tax rates of approximately 21%.
(d)    See “Net interest revenue” on page 11 for the reconciliation of this Non-GAAP measure.
BNY Mellon 13


Noninterest expense

Noninterest expense YTD21
2Q21 vs.  vs.
(dollars in millions) 2Q21 1Q21 2Q20 1Q21 2Q20 YTD21 YTD20 YTD20
Staff $ 1,518  $ 1,602  $ 1,464  (5) % 4  % $ 3,120  $ 2,946  6  %
Software and equipment 365  362  345  1  6  727  671  8 
Professional, legal and other purchased services 363  343  337  6  8  706  667  6 
Sub-custodian and clearing 132  124  120  6  10  256  225  14 
Net occupancy 122  123  137  (1) (11) 245  272  (10)
Distribution and servicing 73  74  85  (1) (14) 147  176  (16)
Bank assessment charges 35  34  35  3    69  70  (1)
Amortization of intangible assets 20  24  26  (17) (23) 44  52  (15)
Business development 22  19  20  16  10  41  62  (34)
Other 128  146  117  (12) 9  274  257  7 
Total noninterest expense $ 2,778  $ 2,851  $ 2,686  (3) % 3  % $ 5,629  $ 5,398  4  %
Full-time employees at period end 48,800  48,000  48,300  2  % 1  % 48,800  48,300  1  %


Total noninterest expense increased 3% compared with the second quarter of 2020 and decreased 3% compared with the first quarter of 2021. The increase compared with the second quarter of 2020 primarily reflects the unfavorable impact of a weaker U.S. dollar, investments in efficiency and growth initiatives and higher revenue-related expenses. The investments in efficiency and growth initiatives are primarily included in staff, software and equipment, and professional, legal and other purchased services expenses. The decrease compared with the first quarter of 2021 primarily reflects lower staff expense driven by increased expense for awards to retirement eligible employees recorded in the first quarter of 2021.

We expect total reported noninterest expense to increase approximately 3% for the full-year 2021 compared to 2020. This is driven by an unfavorable impact of foreign exchange rates, incremental investments in growth and efficiency opportunities and higher volume- and revenue-related expenses, partially offset by the impact of 2020 notable items, which were litigation expense, severance and real estate charges. Notable items comprised 1% of total noninterest expense in 2020. Noninterest expense could be impacted if foreign exchange rates change from June 30, 2021 levels, volume- and revenue-related expenses increase or there are unexpected charges or expenses.


Year-to-date 2021 compared with year-to-date 2020

Noninterest expense increased 4% compared with the first six months of 2020, primarily reflecting investments in efficiency and growth initiatives, the unfavorable impact of a weaker U.S. dollar and higher revenue-related expenses, partially offset by lower distribution and servicing, net occupancy and business development (travel and marketing) expenses.

Income taxes

BNY Mellon recorded an income tax provision of $241 million (19.0% effective tax rate) in the second quarter of 2021, $216 million (18.3% effective tax rate) in the second quarter of 2020 and $221 million (19.2% effective tax rate) in the first quarter of 2021. For additional information, see Note 10 of the Notes to Consolidated Financial Statements.

14 BNY Mellon


Review of businesses

We have an internal information system that produces performance data along product and service lines for our two principal businesses, Investment Services and Investment and Wealth Management, 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 (“GAAP”) 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, see Note 18 of the Notes to Consolidated Financial Statements. For information on the primary products and services in each line of business, the primary types of revenue by business and how our businesses are presented and analyzed, see Note 24 of the Notes to Consolidated Financial Statements in our 2020 Annual Report.

Business results are subject to reclassification when organizational changes are made, or for refinements in revenue and expense allocation methodologies. Refinements are typically reflected on a prospective basis. There were no reclassification or organizational changes in the second quarter of 2021.

The results of our businesses may be influenced by client and other activities that vary by quarter. In the first quarter, staff 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, and staff expense typically increases reflecting the annual employee merit increase. In the fourth quarter, we typically incur higher business development and marketing expenses; however, 2020 was an exception given the impact of the coronavirus pandemic. In our Investment and Wealth Management business, performance fees are typically higher in the fourth and first quarters, as those quarters represent 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 and Wealth Management business typically has more foreign currency-denominated revenues than expenses. Overall, currency fluctuations impact the year-over-year growth rate in the Investment and Wealth 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.

Fee revenue in Investment and Wealth Management, and to a lesser extent in Investment Services, is impacted by the value of market indices. At June 30, 2021, we estimated 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 $0.04 to $0.07.

See Note 18 of the Notes to Consolidated Financial Statements for the consolidating schedules which show the contribution of our businesses to our overall profitability.
BNY Mellon 15


Investment Services business

YTD21
(dollars in millions) 2Q21 vs.  vs.
2Q21 1Q21 4Q20 3Q20 2Q20 1Q21 2Q20 YTD21 YTD20 YTD20
Revenue:
Investment services fees:
Asset servicing fees (a)
$ 1,192  $ 1,191  $ 1,130  $ 1,156  $ 1,164    % 2  % $ 2,383  $ 2,311  3  %
Clearing services fees (b)
435  455  418  397  431  (4) 1  890  901  (1)
Issuer services fees 281  245  257  295  277  15  1  526  540  (3)
Treasury services fees 160  157  156  152  144  2  11  317  293  8 
Total investment services fees 2,068  2,048  1,961  2,000  2,016  1  3  4,116  4,045  2 
Foreign exchange revenue 152  193  163  126  164  (21) (7) 345  392  (c) (12)
Other (d)
116  104  111  120  159  12  (27) 220  338  (c) (35)
Total fee and other revenue 2,336  2,345  2,235  2,246  2,339      4,681  4,775  (2)
Net interest revenue 643  645  670  681  768    (16) 1,288  1,574  (18)
Total revenue 2,979  2,990  2,905  2,927  3,107    (4) 5,969  6,349  (6)
Provision for credit losses (77) (79) 31  (10) 145  N/M N/M (156) 294  N/M
Noninterest expense (excluding amortization of intangible assets) 2,040  2,084  2,157  2,002  1,971  (2) 4  4,124  3,940  5 
Amortization of intangible assets 12  17  17  18  18  (29) (33) 29  36  (19)
Total noninterest expense 2,052  2,101  2,174  2,020  1,989  (2) 3  4,153  3,976  4 
Income before income taxes $ 1,004  $ 968  $ 700  $ 917  $ 973  4  % 3  % $ 1,972  $ 2,079  (5) %
Pre-tax operating margin 34  % 32  % 24  % 31  % 31  % 33  % 33  %
Securities lending revenue $ 42  $ 41  $ 36  $ 37  $ 51  2  % (18) % $ 83  $ 97  (14) %
Total revenue by line of business:
Asset Servicing $ 1,382  $ 1,424  $ 1,357  $ 1,354  $ 1,463  (3) % (6) % $ 2,806  $ 2,994  (6) %
Pershing 590  605  563  538  578  (2) 2  1,195  1,231  (3)
Issuer Services 405  363  385  435  431  12  (6) 768  850  (10)
Treasury Services 319  317  325  323  340  1  (6) 636  679  (6)
Clearance and Collateral Management 283  281  275  277  295  1  (4) 564  595  (5)
Total revenue by line of business $ 2,979  $ 2,990  $ 2,905  $ 2,927  $ 3,107    % (4) % $ 5,969  $ 6,349  (6) %
Average balances:
Average loans $ 46,845  $ 43,468  $ 41,437  $ 40,308  $ 43,113  8  % 9  % $ 45,166  $ 42,451  6  %
Average deposits $ 313,923  $ 315,088  $ 292,631  $ 263,621  $ 268,467    % 17  % $ 314,502  $ 255,327  23  %
(a)    Asset servicing fees include the fees from the Clearance and Collateral Management business.
(b)    Clearing services fees are almost entirely earned by our Pershing business.
(c)    In the first quarter of 2021, we reclassified certain items within total revenue on the consolidated income statement and reclassified prior periods to be comparable with the current period presentation. See Note 1 of the Notes to Consolidated Financial Statements for additional information.
(d)    Other revenue includes investment management and performance fees, financing-related fees, distribution and servicing revenue, securities gains and losses and investment and other income.
N/M – Not meaningful.


16 BNY Mellon


Investment Services business metrics 2Q21 vs.
(dollars in millions, unless otherwise noted) 2Q21 1Q21 4Q20 3Q20 2Q20 1Q21 2Q20
AUC/A at period end (in trillions) (a)
$ 45.0  $ 41.7  $ 41.1  $ 38.6  $ 37.3  8  % 21  %
Market value of securities on loan at period end (in billions) (b)
$ 456  $ 445  $ 435  $ 378  $ 384  2  % 19  %
Pershing:
Net new assets (U.S. platform) (in billions) (c)
$ 40  $ 28  $ 28  $ 12  $ 11  N/M N/M
Average active clearing accounts (U.S. platform) (in thousands)
6,889  6,757  6,635  6,556  6,507  2  % 6  %
Average long-term mutual fund assets (U.S. platform) $ 730,954  $ 678,556  $ 630,086  $ 597,312  $ 547,579  8  % 33  %
Average investor margin loans (U.S. platform) $ 12,097  $ 10,937  $ 10,097  $ 9,350  $ 9,235  11  % 31  %
Clearance and Collateral Management:
Average tri-party collateral management balances (in billions)
$ 3,898  $ 3,638  $ 3,555  $ 3,417  $ 3,573  7  % 9  %
(a)    Consists of AUC/A primarily from the Asset Servicing business and, to a lesser extent, the Clearance and Collateral Management, Issuer Services, Pershing and Wealth Management businesses. Includes the AUC/A of CIBC Mellon of $1.7 trillion at June 30, 2021, $1.6 trillion at March 31, 2021, $1.5 trillion at Dec. 31, 2020, $1.4 trillion at Sept. 30, 2020 and $1.3 trillion at June 30, 2020.
(b)    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 agent on behalf of CIBC Mellon clients, which totaled $63 billion at June 30, 2021, $64 billion at March 31, 2021, $68 billion at Dec. 31, 2020 and $62 billion at Sept. 30, 2020 and June 30, 2020.
(c)    Net new assets represent net flows of assets excluding dividends and interest (e.g., net cash deposits and net securities transfers) in customer accounts in Pershing LLC, a U.S. broker-dealer.
N/M – Not meaningful.


Business description

BNY Mellon Investment Services provides business services and technology solutions to entities including financial institutions, corporations, foundations and endowments, public funds and government agencies. Our lines of business include: Asset Servicing, Pershing, Issuer Services, Treasury Services and Clearance and Collateral Management. For information on the drivers of the Investment Services fee revenue, see Note 10 of the Notes to Consolidated Financial Statements in our 2020 Annual Report.

We are one of the leading global investment services providers with $45.0 trillion of AUC/A at June 30, 2021.

The Asset Servicing business provides a comprehensive suite of solutions. As one of the largest global custody and fund accounting providers and a trusted partner, we offer services for the safekeeping of assets in capital markets globally as well as alternative investment and structured product strategies. We provide custody and foreign exchange services, support exchange-traded funds and unit investment trusts and provide our clients outsourcing capabilities. Our robust digital and data offerings enable us to provide fully integrated technology solutions for our clients. We deliver securities lending and financing solutions on both an agency and principal basis. 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 $5.0 trillion in 34 separate markets. Our market-leading liquidity services portal enables cash investments for institutional clients and includes fund research and analytics.

Pershing provides execution, clearing, custody, business and technology solutions, delivering dependable operational support to broker-dealers, wealth managers and registered investment advisors (“RIAs”) globally.

The Issuer Services business includes Corporate Trust and Depositary Receipts. 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 Depositary Receipts business drives global investing by providing servicing and value-added solutions that enable, facilitate and enhance cross-border trading, clearing, settlement and ownership. We are one of the largest providers of depositary receipts services in the world, partnering with leading companies from more than 50 countries.

Our Treasury Services business is a leading provider of payments, liquidity management and trade finance services for financial institutions, corporations and the public sector.

BNY Mellon 17


Our Clearance and Collateral Management business clears and settles equity and fixed-income transactions globally and serves as custodian for tri-party repo collateral worldwide. We are the primary provider of U.S. government securities clearance and a provider of non-U.S. government securities clearance. Our collateral services include collateral management, administration and segregation. We offer innovative solutions and industry expertise which help financial institutions and institutional investors with their liquidity, financing, risk and balance sheet challenges. We are a leading provider of tri-party collateral management services with an average of $3.9 trillion serviced globally, including approximately $2.7 trillion of the U.S. tri-party repo market at June 30, 2021.

Review of financial results

AUC/A of $45.0 trillion increased 21% compared with June 30, 2020, primarily reflecting higher market values, net new business and the favorable impact of a weaker U.S. dollar. AUC/A consisted of 38% equity securities and 62% fixed-income securities at June 30, 2021 and 33% equity securities and 67% fixed-income securities at June 30, 2020.

Total revenue of $3.0 billion decreased 4% compared with the second quarter of 2020 and decreased slightly compared with the first quarter of 2021. The drivers of total revenue by line of business are indicated below.

Asset Servicing revenue of $1.4 billion decreased 6% compared with the second quarter of 2020 and 3% compared with the first quarter of 2021. The decrease compared with the second quarter of 2020 includes lower net interest revenue, higher money market fee waivers and lower foreign exchange revenue, partially offset by higher client activity and market values. The decrease compared with the first quarter of 2021 primarily reflects lower foreign exchange revenue and higher money market fee waivers.

Pershing revenue of $590 million increased 2% compared with the second quarter of 2020 and decreased 2% compared with the first quarter of 2021. The increase compared with the second quarter of 2020 primarily reflects higher market values, client activity and balances, partially offset by higher money market fee waivers. The decrease compared with the first quarter of 2021 primarily reflects lower
clearance volumes, partially offset by higher market values.

Issuer Services revenue of $405 million decreased 6% compared with the second quarter of 2020 and increased 12% compared with the first quarter of 2021. The decrease compared with the second quarter of 2020 primarily reflects higher money market fee waivers and lower net interest revenue in Corporate Trust, partially offset by higher Depositary Receipts revenue. The increase compared with the first quarter of 2021 primarily reflects higher Depositary Receipts revenue, partially offset by higher money market fee waivers in Corporate Trust.

Treasury Services revenue of $319 million decreased 6% compared with the second quarter of 2020 and increased 1% compared with the first quarter of 2021. The decrease compared with the second quarter of 2020 primarily reflects lower interest rates and higher money market fee waivers, partially offset by higher payment volumes and deposits. The increase compared with the first quarter of 2021 primarily reflects higher net interest revenue and net new business, partially offset by higher money market fee waivers.

Clearance and Collateral Management revenue of $283 million decreased 4% compared with the second quarter of 2020 and increased 1% compared with the first quarter of 2021. The decrease compared with the second quarter of 2020 primarily reflects lower net interest revenue, intraday credit fees and clearance volumes, partially offset by higher tri-party collateral management balances. The increase compared with the first quarter of 2021 primarily reflects higher tri-party collateral management balances, partially offset by lower clearance volumes.

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 regulations and reduce their operating costs.

Noninterest expense of $2.1 billion increased 3% compared with the second quarter of 2020 and decreased 2% compared with the first quarter of 2021. The increase compared with the second quarter of 2020 primarily reflects the unfavorable impact of a weaker U.S. dollar, investments in efficiency and
18 BNY Mellon


growth initiatives and higher revenue-related expenses. The decrease compared with the first quarter of 2021 primarily reflects lower staff and litigation expenses, partially offset by higher revenue-related expenses.

Year-to-date 2021 compared with year-to-date 2020

Total revenue of $6.0 billion decreased 6% compared with the first six months of 2020. Asset Servicing revenue of $2.8 billion decreased 6%, primarily reflecting lower net interest revenue, higher money market fee waivers and lower foreign exchange revenue, partially offset by higher client activity and market values. Pershing revenue of $1.2 billion decreased 3%, primarily reflecting higher money market fee waivers, partially offset by higher market values and client volumes. Issuer Services revenue of
$768 million decreased 10%, primarily reflecting lower net interest revenue and higher money market fee waivers in Corporate Trust. Treasury Services revenue of $636 million decreased 6%, primarily reflecting lower interest rates and higher money market fee waivers, partially offset by higher payment volumes and deposits. Clearance and Collateral Management revenue of $564 million decreased 5%, primarily reflecting lower net interest revenue, intra-day credit fees and clearance volumes.

Noninterest expense of $4.2 billion increased 4% compared with the first six months of 2020 primarily reflects investments in efficiency and growth initiatives, the unfavorable impact of a weaker U.S. dollar, higher revenue-related expenses and litigation expense.

BNY Mellon 19


Investment and Wealth Management business

YTD21
2Q21 vs.  vs.
(dollars in millions) 2Q21 1Q21 4Q20 3Q20 2Q20 1Q21 2Q20 YTD21 YTD20 YTD20
Revenue:
Investment management fees (a)
$ 876  $ 850  $ 839  $ 828  $ 782  3  % 12  % $ 1,726  $ 1,594  8  %
Performance fees 14  40  45  N/M 180  54  55  (2)
Investment management and performance fees (b)
890  890  884  835  787    13  1,780  1,649  8 
Distribution and servicing 28  28  29  31  34    (18) 56  77  (27)
Other (a)
34  25  27  17  N/M N/M 59  (42) N/M
Total fee and other revenue (a)
952  943  940  871  838  1  14  1,895  1,684  13 
Net interest revenue 47  48  50  47  48  (2) (2) 95  100  (5)
Total revenue 999  991  990  918  886  1  13  1,990  1,784  12 
Provision for credit losses (4) (8) 12  N/M N/M   16  N/M
Noninterest expense (excluding amortization of intangible assets) 669  702  678  653  650  (5) 3  1,371  1,337  3 
Amortization of intangible assets 8  14    15  16  (6)
Total noninterest expense 677  709  687  661  658  (5) 3  1,386  1,353  2 
Income before income taxes $ 326  $ 278  $ 311  $ 245  $ 221  17  % 48  % $ 604  $ 415  46  %
Pre-tax operating margin 33  % 28  % 32  % 27  % 25  % 30  % 23  %
Adjusted pre-tax operating marginNon-GAAP (c)
35  % 30  % 34  % 29  % 28  % 33  % 26  %
Total revenue by line of business:
Investment Management $ 700  $ 698  $ 714  $ 641  $ 621    % 13  % $ 1,398  $ 1,241  13  %
Wealth Management 299  293  276  277  265  2  13  592  543  9 
Total revenue by line of business $ 999  $ 991  $ 990  $ 918  $ 886  1  % 13  % $ 1,990  $ 1,784  12  %
Average balances:
Average loans $ 11,871  $ 11,610  $ 11,497  $ 11,503  $ 11,791  2  % 1  % $ 11,742  $ 11,958  (2) %
Average deposits $ 17,466  $ 19,177  $ 18,144  $ 17,570  $ 17,491  (9) %   % $ 18,317  $ 16,817  9  %
(a)    Total fee and other revenue includes the impact of the consolidated investment management funds, net of noncontrolling interests. Additionally, other revenue includes asset servicing fees, treasury services fees, foreign exchange revenue and investment and other income.
(b)    On a constant currency basis, investment management and performance fees increased 9% (Non-GAAP) compared with the second quarter of 2020. See “Supplemental information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 47 for the reconciliation of this Non-GAAP measure.
(c)    Net of distribution and servicing expense. See “Supplemental information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 47.
N/M – Not meaningful.
20 BNY Mellon


AUM trends 2Q21 vs.
(dollars in billions) 2Q21 1Q21 4Q20 3Q20 2Q20 1Q21 2Q20
AUM at period end, by product type: (a)
Equity $ 187  $ 173  $ 170  $ 149  $ 141  8  % 33  %
Fixed income 272  261  259  241  224  4  21 
Index 440  419  393  350  333  5  32 
Liability-driven investments 841  802  855  788  752  5  12 
Multi-asset and alternative investments 222  214  209  193  185  4  20 
Cash 358  345  325  320  326  4  10 
Total AUM by product type $ 2,320  $ 2,214  $ 2,211  $ 2,041  $ 1,961  5  % 18  %
Changes in AUM: (a)
Beginning balance of AUM $ 2,214  $ 2,211  $ 2,041  $ 1,961  $ 1,796 
Net inflows (outflows):
Long-term strategies:
Equity (3) —  (2) (4) (2)
Fixed income 8 
Liability-driven investments 11  15  14  (2)
Multi-asset and alternative investments 1  (2) —  (3) — 
Total long-term active strategies inflows 17  14  18  — 
Index (5) (3) (3)
Total long-term strategies inflows 12  17  15 
Short-term strategies:
Cash 13  19  (10) 11 
Total net inflows (outflows) 25  36  20  (5) 20 
Net market impact 79  (36) 93  41  143 
Net currency impact 2  57  44 
Ending balance of AUM $ 2,320  $ 2,214  $ 2,211  $ 2,041  $ 1,961  5  % 18  %
Wealth Management client assets (b)
$ 305  $ 292  $ 286  $ 265  $ 254  4  % 20  %
(a)    Excludes securities lending cash management assets and assets managed in the Investment Services business.
(b)    Includes AUM and AUC/A in the Wealth Management business.


Business description

Our Investment and Wealth Management business consists of two distinct lines of business, Investment Management and Wealth Management. Our investment firms deliver a highly diversified portfolio of investment strategies independently, and through our global distribution network, to institutional and retail clients globally. BNY Mellon Wealth Management provides investment management, custody, wealth and estate planning, private banking services, investment servicing and information management. See pages 19 and 20 of our 2020 Annual Report for additional information on our Investment and Wealth Management business.

Review of financial results

AUM increased 18% compared with June 30, 2020 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 strategy inflows were $12 billion in the second quarter of 2021, driven by inflows of liability-driven and fixed income investments, partially offset by outflows of index and equity funds. Short-term strategy inflows were $13 billion in the second quarter of 2021. Market and regulatory trends have resulted in increased demand for lower fee asset management products and for performance-based fees.

Total revenue of $999 million increased 13% compared with the second quarter of 2020 and 1% compared with the first quarter of 2021.

Investment Management revenue of $700 million increased 13% compared with the second quarter of 2020 and increased slightly compared with the first quarter of 2021. The increase compared with the second quarter of 2020 primarily reflects the impact of higher market values, the favorable impact of a weaker U.S. dollar, higher performance fees and net inflows, partially offset by the impact of money market fee waivers. The slight increase compared
BNY Mellon 21


with the first quarter of 2021 primarily reflects the impact of higher market values, equity investment gains (net of hedges), including seed capital, and net inflows, partially offset by the timing of performance fees and higher money market fee waivers.

Wealth Management revenue of $299 million increased 13% compared with the second quarter of 2020 and 2% compared with the first quarter of 2021. Both increases primarily reflect the impact of higher market values.

Revenue generated in the Investment and Wealth Management business included 38% from non-U.S. sources in the second quarter of 2021, compared with 40% in the second quarter of 2020 and 38% in the first quarter of 2021.

Noninterest expense of $677 million increased 3% compared with the second quarter of 2020 and decreased 5% compared with the first quarter of 2021. The increase compared with the second quarter of 2020 primarily reflects the unfavorable impact of a
weaker U.S. dollar and higher staff expense, partially offset by lower distribution and servicing expense. The decrease compared with the first quarter of 2021 primarily reflects lower staff expense.

Year-to-date 2021 compared with year-to-date 2020

Total revenue of $2.0 billion increased 12% compared with the first six months of 2020. Investment Management revenue of $1.4 billion increased 13% primarily reflecting higher market values, the favorable impact of a weaker U.S. dollar, and equity investment gains (net of hedges), including seed capital, partially offset by higher money market fee waivers. Wealth Management revenue of $592 million increased 9%, primarily reflecting higher market values.

Noninterest expense of $1.4 billion increased 2% compared with the first six months of 2020, primarily reflecting the unfavorable impact of a weaker U.S. dollar and higher staff expense, partially offset by lower distribution and servicing expense.


Other segment

(in millions) 2Q21 1Q21 4Q20 3Q20 2Q20 YTD21 YTD20
Fee revenue $ 13  $ $ 11  $ $ 10  $ 22  $ 16  (a)
Other revenue 9  (36) (28) 13  28  (27) 52  (a)
Total fee and other revenue 22  (27) (17) 20  38  (5) 68 
Net interest (expense) (45) (38) (40) (25) (36) (83) (80)
Total revenue (23) (65) (57) (5) (88) (12)
Provision for credit losses (5) (8) (8) (9) (13)
Noninterest expense 49  41  64  —  39  90  69 
(Loss) before income taxes $ (67) $ (98) $ (113) $ (12) $ (28) $ (165) $ (83)
Average loans and leases $ 1,804  $ 1,711  $ 1,794  $ 1,805  $ 1,815  $ 1,757  $ 1,887 
(a)    In the first quarter of 2021, we reclassified certain items within total revenue on the consolidated income statement and reclassified prior periods to be comparable with the current period presentation. See Note 1 of the Notes to Consolidated Financial Statements for additional information.


See page 21 of our 2020 Annual Report for additional information on the Other segment.

Review of financial results

Total revenue includes corporate treasury and other investment activity, including hedging activity which has an offsetting impact in fee and other revenue and net interest expense.

Fee and other revenue decreased $16 million compared with the second quarter of 2020 and increased $49 million compared with the first quarter of 2021. The decrease compared with the second quarter of 2020 was impacted by lower net securities gains. The increase compared with the first quarter of 2021 primarily reflects an impairment of a renewable energy investment recorded in the first quarter of 2021.

22 BNY Mellon


Noninterest expense increased $10 million compared with the second quarter of 2020 and $8 million compared with the first quarter of 2021. Both increases primarily reflect higher staff expense.

Year-to-date 2021 compared with year-to-date 2020

(Loss) before income taxes increased $82 million compared with the first six months of 2020. Total fee and other revenue decreased $73 million, primarily reflecting an impairment of a renewable energy investment recorded in the first quarter of 2021 and lower net securities gains. Noninterest expense increased $21 million compared with the first six months of 2020, primarily reflecting higher staff expense.

Critical accounting estimates

Our significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements in our 2020 Annual Report. Our critical accounting estimates are those related to the allowance for credit losses, fair value of financial instruments and derivatives, goodwill and other intangibles and litigation and regulatory contingencies, as referenced below.

Critical accounting estimates
Reference
Allowance for credit losses 2020 Annual Report, pages 24-26, and “Allowance for credit losses.”
Fair value of financial instruments and derivatives 2020 Annual Report, pages 26-28.
Goodwill and other intangibles 2020 Annual Report, pages 28-29.
Also see below.
Litigation and regulatory contingencies “Legal proceedings” in Note 17 of the Notes to Consolidated Financial Statements.


Goodwill and other intangible assets

BNY Mellon’s business segments include six reporting units for which goodwill impairment testing is performed on an annual basis. The Investment Services segment is comprised of four reporting units and the Investment and Wealth Management segment is comprised of two reporting units.

In the second quarter of 2021, we performed our annual goodwill impairment test on all six reporting units using an income approach to estimate fair
values of each reporting unit. Estimated cash flows used in the income approach were based on management’s projections as of March 31, 2021. The discount rate applied to these cash flows was 10% and incorporated a 6% market equity risk premium. Estimated cash flows extend far 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 six reporting units, no goodwill impairment was recognized. The fair values of all six of the Company’s reporting units were substantially in excess of the respective reporting units’ carrying value. The Investment Management reporting unit, with $7.3 billion of allocated goodwill, which is one of the two reporting units in the Investment and Wealth Management segment, exceeded its carrying value by approximately 25%. For the Investment Management reporting unit, in the future, small changes in the assumptions, such as changes in the level of AUM and operating margin, could produce a non-cash goodwill impairment. See “Critical accounting estimates” in our 2020 Annual Report for additional information on the annual goodwill impairment test.

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 undertake overall liquidity risk, including intraday liquidity risk, that 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.

At June 30, 2021, total assets were $467 billion, compared with $470 billion at Dec. 31, 2020. The decrease in total assets was primarily driven by lower
BNY Mellon 23


interest-bearing deposits with the Federal Reserve and other central banks, partially offset by higher loans. Deposits totaled $339 billion at June 30, 2021, compared with $342 billion at Dec. 31, 2020. The decrease reflects lower interest-bearing deposits in both non-U.S. and U.S. offices, partially offset by higher noninterest-bearing deposits (principally U.S. offices). Total interest-bearing deposits as a percentage of total interest-earning assets were 61% at June 30, 2021 and 63% at Dec. 31, 2020.

At June 30, 2021, available funds totaled $183 billion, which include cash and due from banks, interest-bearing deposits with the Federal Reserve and other central banks, interest-bearing deposits with banks and federal funds sold and securities purchased under resale agreements. This compares with available funds of $196 billion at Dec. 31, 2020. Total available funds as a percentage of total assets were 39% at June 30, 2021 and 42% at Dec. 31, 2020. For additional information on our available funds, see “Liquidity and dividends.”

Securities were $155.9 billion, or 33% of total assets, at June 30, 2021, compared with $156.4 billion, or 33% of total assets, at Dec. 31, 2020. The decrease primarily reflects lower agency residential mortgage-backed securities (“RMBS”) and a decrease in unrealized pre-tax gain, partially offset by an increase in U.S. Treasury securities. For additional information on our securities portfolio, see “Securities” and Note 3 of the Notes to Consolidated Financial Statements.

Loans were $63.5 billion, or 14% of total assets, at June 30, 2021, compared with $56.5 billion, or 12% of total assets, at Dec. 31, 2020. The increase was
primarily driven by higher margin loans and overdrafts. For additional information on our loan portfolio, see “Loans” and Note 4 of the Notes to Consolidated Financial Statements.

Long-term debt totaled $25.6 billion at June 30, 2021 and $26.0 billion at Dec. 31, 2020. Redemptions, a maturity and a decrease in the fair value of hedged long-term debt were partially offset by issuances. For additional information on long-term debt, see “Liquidity and dividends.”

The Bank of New York Mellon Corporation total shareholders’ equity decreased to $45.3 billion at June 30, 2021 from $45.8 billion at Dec. 31, 2020. For additional information, see “Capital.”

Country risk exposure

The following table presents BNY Mellon’s top 10 exposures by country (excluding the U.S.) as of June 30, 2021, as well as certain countries with higher risk profiles, and is presented on an internal risk management basis. We monitor our exposure to these and other countries as part of our internal country risk management process.

The country risk exposure below reflects the Company’s risk to an immediate default of the counterparty or obligor based on the country of residence of the entity which incurs the liability. If there is credit risk mitigation, the country of residence of the entity providing the risk mitigation is the country of risk. The country of risk for securities is generally based on the domicile of the issuer of the security.

24 BNY Mellon


Country risk exposure at June 30, 2021
Interest-bearing deposits Total exposure
(in billions) Central banks Banks
Lending (a)
Securities (b)
Other (c)
Top 10 country exposure:
United Kingdom (“UK”) $ 19.6  $ 0.4  $ 1.6  $ 3.4  $ 3.8  $ 28.8 
Germany 22.2  0.6  0.6  4.3  0.5  28.2 
Japan 18.2  0.9  —  0.5  0.2  19.8 
Belgium 8.6  0.7  0.1  0.2  —  9.6 
Canada —  3.9  0.3  3.7  1.2  9.1 
Netherlands 4.3  —  0.3  2.0  0.1  6.7 
Luxembourg 1.4  0.1  0.2  0.1  2.8  4.6 
China —  2.5  1.3  —  0.1  3.9 
Ireland 0.7  0.2  0.4  0.2  2.3  3.8 
France —  0.4  —  2.8  0.3  3.5 
Total Top 10 country exposure $ 75.0  $ 9.7  $ 4.8  $ 17.2  $ 11.3  $ 118.0  (d)
Select country exposure:
Italy $ 0.1  $ —  $ —  $ 1.7  $ —  $ 1.8 
Brazil —  —  0.9  0.1  0.4  1.4 
Total select country exposure $ 0.1  $   $ 0.9  $ 1.8  $ 0.4  $ 3.2 
(a)    Lending includes loans, acceptances, issued letters of credit, net of participations, and lending-related commitments.
(b)    Securities include both the available-for-sale and held-to-maturity portfolios.
(c)    Other exposures include over-the-counter (“OTC”) derivative and securities financing transactions, net of collateral.
(d)    The top 10 country exposures comprise approximately 75% of our total non-U.S. exposure.


Events in recent years have resulted in increased focus on Italy and Brazil. The country risk exposure to Italy primarily consists of investment grade sovereign debt. The country risk exposure to Brazil is primarily short-term trade finance loans extended to large financial institutions. We also have operations in Brazil providing investment services and investment management services.

Securities

In the discussion of our 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 could indicate increased credit risk for us and could be accompanied by an increase in the allowance for credit losses and/or a reduction in the fair value of our securities portfolio.

BNY Mellon 25


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

Securities portfolio March 31, 2021
2Q21
change in
unrealized
gain (loss)
June 30, 2021
Fair value as a % of amortized
cost (a)
Unrealized
gain (loss)
% Floating
rate (b)
Ratings (c)
BBB+/
BBB-
BB+
and
lower
A1+/A2 & SP-1
(dollars in millions) Fair
value
Amortized
cost (a)
Fair
value
AAA/
AA-
A+/
A-
Not
rated
Agency RMBS $ 58,831  $ 66  $ 53,154  $ 53,944  101  % $ 790  14  % 100  % —  % —  % —  % —  % —  %
U.S. Treasury 30,595  (28) 34,112  34,267  100  155  53  100  —  —  —  —  — 
Sovereign debt/sovereign guaranteed (d)
14,571  (6) 14,098  14,209  101  111  16  75  19  —  — 
Agency commercial mortgage-backed securities (“MBS”) 11,730  72  11,360  11,678  103  318  30  100  —  —  —  —  — 
Supranational 7,505  —  8,121  8,157  100  36  56  100  —  —  —  —  — 
Foreign covered bonds (e)
6,542  (10) 6,752  6,793  101  41  35  100  —  —  —  —  — 
U.S. government agencies 5,469  43  5,446  5,460  100  14  25  100  —  —  —  —  — 
Collateralized loan obligations (“CLOs”) 4,754  (1) 5,137  5,139  100  100  99  —  —  —  — 
Non-agency commercial MBS 2,948  41  3,181  3,263  103  82  24  99  —  —  —  — 
Foreign government agencies (f)
2,697  (4) 2,693  2,708  101  15  13  92  —  —  —  — 
State and political subdivisions 2,649  27  2,610  2,621  100  11  —  83  10  —  — 
Non-agency RMBS (g)
2,509  (5) 2,391  2,530  106  139  50  74  —  11  —  11 
Other asset-backed securities (“ABS”) 2,628  (1) 2,446  2,456  100  10  19  100  —  —  —  —  — 
Corporate bonds 2,238  50  2,348  2,347  100  (1) —  16  68  16  —  —  — 
Other —  1  1  100  —  —  —  —  —  —  —  100 
Total securities $ 155,667  (h) $ 244  $ 153,850  $ 155,573  (h) 101  % $ 1,723  (h)(i) 31  % 96  % % % —  % —  % —  %
(a)    Amortized cost reflects historical impairments, and is net of the allowance for credit losses.
(b)    Includes the impact of hedges.
(c)    Represents ratings by Standard & Poor’s (“S&P”) or the equivalent.
(d)    Primarily consists of exposure to Germany, France, Italy, UK, Singapore and Spain.
(e)    Primarily consists of exposure to Canada, UK, Australia and Norway.
(f)    Primarily consists of exposure to the Netherlands, Canada, France and Sweden.
(g)    Includes RMBS that were included in the former Grantor Trust of $451 million at March 31, 2021 and $416 million at June 30, 2021.
(h)    Includes net unrealized losses on derivatives hedging securities available-for-sale (including terminated hedges) of $634 million at March 31, 2021 and $927 million at June 30, 2021.
(i)    Includes unrealized gains of $1,129 million at June 30, 2021 related to available-for-sale securities, net of hedges, and $594 million related to held-to-maturity securities.


The fair value of our securities portfolio, including related hedges, was $155.6 billion at June 30, 2021, compared with $156.3 billion at Dec. 31, 2020. The decrease primarily reflects lower agency RMBS and a decrease in unrealized pre-tax gain, partially offset by an increase in U.S. Treasury securities.

At June 30, 2021, the securities portfolio had a net unrealized gain, including the impact of related hedges, of $1.7 billion, compared with $3.2 billion at Dec. 31, 2020. The decrease in the net unrealized gain, including the impact of hedges, was primarily driven by higher market interest rates.

The fair value of the available-for-sale securities totaled $102.7 billion at June 30, 2021, net of hedges, or 66% of the securities portfolio, net of hedges. The fair value of the held-to-maturity securities totaled $52.9 billion at June 30, 2021, or 34% of the securities portfolio, net of hedges.
The unrealized gain (after-tax) on our available-for-sale securities portfolio, net of hedges, included in accumulated other comprehensive income was $854 million at June 30, 2021, compared with $1.5 billion at Dec. 31, 2020. The decrease in the unrealized gain, net of tax, was primarily driven by higher market interest rates.

At June 30, 2021, 96% of the securities in our portfolio were rated AAA/AA-, compared with 95% at Dec. 31, 2020.

See Note 3 of the Notes to Consolidated Financial Statements for the pre-tax net securities gains (losses) by security type. See Note 14 of the Notes to Consolidated Financial Statements for securities by level in the fair value hierarchy.

26 BNY Mellon


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

Net premium amortization and discount accretion of securities (a)
(dollars in millions) 2Q21 1Q21 4Q20 3Q20 2Q20
Amortizable purchase premium (net of discount) relating to securities:
Balance at period-end $ 2,067  $ 2,195  $ 2,283  $ 2,050  $ 1,693 
Estimated average life remaining at period-end (in years)
4.4  4.3  3.9  3.8  3.7 
Amortization $ 183  $ 189  $ 181  $ 161  $ 125 
Accretable discount related to the prior restructuring of the securities portfolio:
Balance at period-end $ 118  $ 121  $ 130  $ 133  $ 145 
Estimated average life remaining at period-end (in years)
6.1  5.9  5.6  5.7  5.8 
Accretion $ 9  $ 12  $ $ $ 10 
(a)    Amortization of purchase premium decreases net interest revenue while accretion of discount increases net interest revenue. Both were recorded on a level yield basis.


Loans 

Total exposure – consolidated June 30, 2021 Dec. 31, 2020
(in billions) Loans Unfunded
commitments
Total
exposure
Loans Unfunded
commitments
Total
exposure
Non-margin loans:
Financial institutions $ 10.7  $ 32.4  $ 43.1  $ 11.2  $ 32.8  $ 44.0 
Commercial 1.7  12.3  14.0  1.4  12.7  14.1 
Subtotal institutional 12.4  44.7  57.1  12.6  45.5  58.1 
Wealth management loans and mortgages 17.5  1.1  18.6  16.4  1.1  17.5 
Commercial real estate 6.1  3.5  9.6  6.1  3.2  9.3 
Lease financings 0.9    0.9  1.0  —  1.0 
Other residential mortgages 0.3    0.3  0.4  —  0.4 
Overdrafts 4.3    4.3  2.7  —  2.7 
Other 2.1    2.1  1.9  —  1.9 
Subtotal non-margin loans 43.6  49.3  92.9  41.1  49.8  90.9 
Margin loans 19.9  0.1  20.0  15.4  0.1  15.5 
Total $ 63.5  $ 49.4  $ 112.9  $ 56.5  $ 49.9  $ 106.4 


At June 30, 2021, total lending-related exposure of $112.9 billion increased 6% compared with Dec. 31, 2020, primarily reflecting higher margin loans, overdrafts and wealth management loans and mortgages, partially offset by lower financial institutions exposure.
Our financial institutions and commercial portfolios comprise our largest concentrated risk. These portfolios comprised 51% of our total exposure at June 30, 2021 and 55% at Dec. 31, 2020. Additionally, most of our overdrafts relate to financial institutions.


BNY Mellon 27


Financial institutions

The financial institutions portfolio is shown below.

Financial institutions
portfolio exposure
(dollars in billions)
June 30, 2021 Dec. 31, 2020
Loans Unfunded
commitments
Total
exposure
% Inv.
grade
% due
<1 yr.
Loans Unfunded
commitments
Total
exposure
Securities industry $ 2.4  $ 20.2  $ 22.6  97  % 99  % $ 2.3  $ 21.6  $ 23.9 
Asset managers 1.5  6.9  8.4  98  81  1.4  6.4  7.8 
Banks 6.0  1.1  7.1  85  95  6.7  1.1  7.8 
Insurance 0.2  3.0  3.2  100  22  0.1  2.8  2.9 
Government 0.1  0.2  0.3  100  44  0.1  0.2  0.3 
Other 0.5  1.0  1.5  96  44  0.6  0.7  1.3 
Total $ 10.7  $ 32.4  $ 43.1  96  % 87  % $ 11.2  $ 32.8  $ 44.0 


The financial institutions portfolio exposure was $43.1 billion at June 30, 2021, a decrease of 2% compared with Dec. 31, 2020, primarily reflecting lower exposure to the securities industry and banks portfolios, partially offset by higher exposure to the asset managers portfolio.

Financial institution exposures are high-quality, with 96% of the exposures meeting the investment grade equivalent criteria of our internal credit rating classification at June 30, 2021. 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. 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.

The exposure to financial institutions is generally short-term, with 87% of the exposures expiring within one year. At June 30, 2021, 16% of the exposure to financial institutions had an expiration within 90 days, compared with 18% at Dec. 31, 2020.


In addition, 71% of the financial institutions exposure is secured. For example, securities industry clients and asset managers often borrow against marketable securities held in custody.

At June 30, 2021, the secured intra-day credit provided to dealers in connection with their tri-party repo activity totaled $17.2 billion and was 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.

The asset managers portfolio exposure is high-quality, with 98% of the exposures meeting our investment grade equivalent ratings criteria as of June 30, 2021. These exposures are generally short-term liquidity facilities, with the majority to regulated mutual funds.

Our banks exposure primarily relates to our global trade finance. These exposures are short-term in nature, with 95% due in less than one year. The investment grade percentage of our banks exposure was 85% at both June 30, 2021 and Dec. 31, 2020. Our non-investment grade exposures are primarily trade finance loans in Brazil.

28 BNY Mellon


Commercial

The commercial portfolio is presented below.

Commercial portfolio exposure June 30, 2021 Dec. 31, 2020
(dollars in billions) Loans Unfunded
commitments
Total
exposure
% Inv.
grade
% due
<1 yr.
Loans Unfunded
commitments
Total
exposure
Manufacturing $ 0.6  $ 3.9  $ 4.5  96  % 18  % $ 0.5  $ 4.1  $ 4.6 
Energy and utilities 0.3  4.0  4.3  89  5  0.3  3.9  4.2 
Services and other 0.7  3.5  4.2  95  40  0.6  3.8  4.4 
Media and telecom 0.1  0.9  1.0  93  11  —  0.9  0.9 
Total $ 1.7  $ 12.3  $ 14.0  93  % 20  % $ 1.4  $ 12.7  $ 14.1 


The commercial portfolio exposure was $14.0 billion at June 30, 2021, a decrease of 1% from Dec. 31, 2020, primarily driven by lower exposure to the services and other portfolio.

We have $676 million of total direct exposure to the oil and gas industry at June 30, 2021, most of which is reflected in the energy and utilities portfolio in the table above. This exposure is to exploration and production, refining and integrated companies and was 65% investment grade at June 30, 2021 and 66% at Dec. 31, 2020.

Our credit strategy is to focus on investment grade clients that are active users of our non-credit services. 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
Quarter ended
June 30, 2021 March 31, 2021 Dec. 31, 2020 Sept. 30, 2020 June 30, 2020
Financial institutions 96  % 96  % 95  % 95  % 95  %
Commercial 93  % 92  % 92  % 93  % 92  %
Wealth management loans and mortgages

Our wealth management exposure was $18.6 billion at June 30, 2021, compared with $17.5 billion at Dec. 31, 2020. 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. Less than 1% of the mortgages were past due at June 30, 2021.

At June 30, 2021, the wealth management mortgage portfolio consisted of the following geographic concentrations: California – 22%; New York – 16%; Massachusetts – 9%; Florida – 9%; and other – 44%.

BNY Mellon 29


Commercial real estate

The composition of the commercial real estate portfolio by asset class, including percentage secured, is presented below.

Composition of commercial real estate portfolio by asset class
June 30, 2021 Dec. 31, 2020
Total
exposure
Percentage
secured (a)
Total
exposure
Percentage
secured (a)
(in billions)
Residential $ 3.4  82  % $ 3.3  86  %
Office 2.6  77  2.8  75 
Retail 0.9  57  1.0  52 
Mixed-use 0.7  21  0.7  22 
Hotels 0.6  20  0.6  20 
Healthcare 0.4  22  0.4  25 
Other 1.0  11  0.5  23 
Total commercial real estate $ 9.6  60  % $ 9.3  64  %
(a)    Represents the amount of secured exposure in each asset class.


Our commercial real estate exposure totaled $9.6 billion at June 30, 2021 and $9.3 billion at Dec. 31, 2020. 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 June 30, 2021, the unsecured portfolio consisted of real estate investment trusts (“REITs”) and real estate operating companies, which are both primarily investment grade.

At June 30, 2021, our commercial real estate portfolio consisted of the following concentrations: New York metro – 35%; REITs and real estate operating companies – 40%; and other – 25%.

Lease financings

The lease financings portfolio exposure totaled $0.9 billion at June 30, 2021 and $1.0 billion at Dec. 31, 2020. At June 30, 2021, approximately 98% of leasing exposure was investment grade, or investment grade equivalent and consisted of exposures backed by well-diversified assets, primarily real estate and large-ticket transportation equipment. The largest component of our lease residual value exposure is
freight-related rail cars. Assets are both domestic and foreign-based, with primary concentrations in the Germany and the U.S.

Other residential mortgages

The other residential mortgages portfolio primarily consists of 1-4 family residential mortgage loans and totaled $339 million at June 30, 2021 and $389 million at Dec. 31, 2020. Included in this portfolio at June 30, 2021 were $59 million of mortgage loans purchased in 2005, 2006 and the first quarter of 2007.

Overdrafts

Overdrafts primarily relate to custody and securities clearance clients 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 loan exposure of $20.0 billion at June 30, 2021 and $15.5 billion at Dec. 31, 2020 was collateralized with marketable securities. Borrowers are required to maintain a daily collateral margin in excess of 100% of the value of the loan. Margin loans included $7.3 billion at June 30, 2021 and $4.6 billion at Dec. 31, 2020 related to a term loan program that offers fully collateralized loans to broker-dealers.
30 BNY Mellon


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 and overdrafts associated with our custody and securities clearance businesses.

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

Allowance for credit losses activity June 30, 2021 March 31, 2021 Dec. 31, 2020 June 30, 2020
(dollars in millions)
Beginning balance of allowance for credit losses $ 419  $ 501  $ 486  $ 329 
Provision for credit losses (86) (83) 15  143 
Net recoveries (charge-offs):
Loans:
Financial institutions 2  —  —  — 
Other residential mortgages   — 
Wealth management loans and mortgages   (1) —  — 
Other financial instruments
  —  —  — 
Net recoveries 2  — 
Ending balance of allowance for credit losses $ 335  $ 419  $ 501  $ 475 
Allowance for loan losses $ 269  $ 327  $ 358  $ 302 
Allowance for lending-related commitments
50  73  121  152 
Allowance for financial instruments (a)
16  19  22  21 
Total allowance for credit losses
$ 335  $ 419  $ 501  $ 475 
Non-margin loans $ 43,624  $ 42,839  $ 41,053  $ 42,488 
Margin loans 19,923  17,893  15,416  12,909 
Total loans $ 63,547  $ 60,732  $ 56,469  $ 55,397 
Allowance for loan losses as a percentage of total loans
0.42  % 0.54  % 0.63  % 0.55  %
Allowance for loan losses as a percentage of non-margin loans
0.62  0.76  0.87  0.71 
Allowance for loan losses and lending-related commitments as a percentage of total loans
0.50  0.66  0.85  0.82 
Allowance for loan losses and lending-related commitments as a percentage of non-margin loans
0.73  0.93  1.17  1.07 
(a)    Includes allowance for credit losses on federal funds sold and securities purchased under resale agreements, available-for-sale securities, held-to-maturity securities, accounts receivable, cash and due from banks and interest-bearing deposits with banks.


The provision for credit losses was a benefit of $86 million in the second quarter of 2021, primarily driven by an improved macroeconomic forecast.

We had $19.9 billion of secured margin loans on our balance sheet at June 30, 2021 compared with $15.4 billion at Dec. 31, 2020. We have rarely suffered a loss on these types of loans. As a result, we believe that the ratio of allowance for loan losses and lending-related commitments 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 lifetime expected losses 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,” in our 2020 Annual Report, we have allocated our allowance for loans and lending-related commitments as presented below.

BNY Mellon 31


Allocation of allowance for loan losses and lending-related commitments
June 30, 2021 March 31, 2021 Dec. 31, 2020 June 30, 2020
Commercial real estate 90  % 91  % 89  % 81  %
Commercial 3 
Financial institutions 2 
Other residential mortgages 3 
Wealth management (a)
1 
Lease financings 1 
Total 100  % 100  % 100  % 100  %
(a)    Includes the allowance for credit losses on wealth management mortgages.


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 losses.

Our allowance for credit losses is sensitive to a number of inputs, most notably the credit ratings assigned to each borrower, as well as macroeconomic forecast assumptions that are incorporated in our estimate of credit losses through the expected life of the loan portfolio. Thus, as the macroeconomic environment and related forecasts change, the allowance for credit losses may change materially. The following sensitivity analyses do not represent management’s expectations of the deterioration of our portfolios or the economic environment, but are provided as hypothetical scenarios to assess the sensitivity of the allowance for credit losses to changes in key inputs. If each credit were rated one grade better, the quantitative allowance would have decreased by $84 million, and if each credit were rated one grade worse, the quantitative allowance would have increased by $112 million. Our multi-scenario based macroeconomic forecast used in determining the June 30, 2021 allowance for credit losses consisted of three scenarios. The baseline scenario reflects moderate and flat GDP growth and unemployment recovery but with declining commercial real estate prices that begin to recover later in 2021. The upside scenario reflects faster GDP growth and unemployment recovery and less severe commercial real estate declines than the baseline. The downside scenario contemplates negative GDP growth and increasing unemployment throughout 2021 and steeper declines in commercial real estate prices than the baseline. Consistent with the first quarter of 2021, we placed the most weight on our baseline scenario, with the remaining weighting resulting in slightly more weight placed on
the downside scenario than the upside scenario. From a sensitivity perspective, at June 30, 2021, if we had applied 100% weighting to the downside scenario, the quantitative allowance for credit losses would have been approximately $150 million higher.

Nonperforming assets

The table below presents our nonperforming assets.

Nonperforming assets June 30, 2021 Dec. 31, 2020
(dollars in millions)
Nonperforming loans:
Other residential mortgages $ 39  $ 57 
Wealth management loans and mortgages 24  30 
Commercial real estate 26 
Total nonperforming loans 89  88 
Other assets owned 1 
Total nonperforming assets $ 90  $ 89 
Nonperforming assets ratio 0.14  % 0.16  %
Nonperforming assets ratio, excluding margin loans 0.21  0.22 
Allowance for loan losses/nonperforming loans 302.2  406.8 
Allowance for loan losses/nonperforming assets 298.9  402.2 
Total allowance for credit losses/nonperforming loans 358.4  544.3 
Total allowance for credit losses/nonperforming assets 354.4  538.2 


Nonperforming assets increased slightly compared with Dec. 31, 2020, reflecting higher commercial real estate loans, offset by lower other residential mortgages and wealth management loans and mortgages.

Lost interest

Interest revenue would have increased by $1 million in the second quarter of 2021, first quarter of 2021, second quarter of 2020, $2 million in the first six months of 2021 and $3 million in the first six months of 2020, if nonperforming loans at period-end had been performing for the entire respective periods.

Loan modifications

Due to the coronavirus pandemic, there have been two forms of relief provided for classifying loans as troubled debt restructurings (“TDRs”): The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the relevant provisions of which were extended by the Consolidated Appropriations Act, 2021, and the Interagency Guidance. See Note 1
32 BNY Mellon


of the Notes to Consolidated Financial Statements of our 2020 Annual Report for additional details on this guidance. Financial institutions may account for eligible loan modifications either under the CARES Act or the Interagency Guidance and we have elected to apply both, as applicable, in providing borrowers with loan modification relief in response to the coronavirus pandemic. We modified loans of $3 million in the second quarter of 2021, $282 million in the second quarter of 2020 and $6 million in the first quarter of 2021. Nearly all of the modifications were short-term loan payment forbearances or modified principal and/or interest payments. These loans were primarily residential mortgage and commercial real estate loans. We did not identify any of the modifications as TDRs. At June 30, 2021, the unpaid principal balance of the loans modified under the CARES Act or Interagency Guidance was $77 million.

Deposits

Total deposits were $338.7 billion at June 30, 2021, a decrease of 1%, compared with $341.5 billion at Dec. 31, 2020. The decrease reflects lower interest-bearing deposits in both non-U.S. and U.S. offices, partially offset by higher noninterest-bearing deposits (principally U.S. offices).

Noninterest-bearing deposits were $94.1 billion at June 30, 2021 compared with $83.8 billion at Dec. 31, 2020. Interest-bearing deposits were $244.6 billion at June 30, 2021, compared with $257.7 billion at Dec. 31, 2020.

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 short-term borrowings, for example, securities sold under repurchase agreements, require the delivery of securities as collateral.

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

Federal funds purchased and securities sold under
repurchase agreements
Quarter ended
(dollars in millions) June 30, 2021 March 31, 2021 June 30, 2020
Maximum month-end balance during the quarter
$ 14,071  $ 15,863  $ 14,512 
Average daily balance (a)
$ 13,773  $ 15,288  $ 14,209 
Weighted-average rate during the quarter (a)
(0.17) % (0.07) % 0.03  %
Ending balance (b)
$ 12,425  $ 15,150  $ 14,512 
Weighted-average rate at period end (b)
(0.25) % (0.12) % 0.00  %
(a)    Includes the average impact of offsetting under enforceable netting agreements of $41,173 million in the second quarter of 2021, $37,377 million in the first quarter of 2021 and $66,606 million in the second quarter of 2020. On a Non-GAAP basis, excluding the impact of offsetting, the weighted-average rates would have been (0.04)% for the second quarter of 2021, (0.02)% for the first quarter of 2021 and 0.00% for the second quarter of 2020. We believe providing the rates excluding the impact of netting is useful to investors as it is more reflective of the actual rates paid.
(b)    Includes the impact of offsetting under enforceable netting agreements of $41,122 million at June 30, 2021, $33,544 million at March 31, 2021 and $48,615 million at June 30, 2020.


Fluctuations of federal funds purchased and securities sold under repurchase agreements reflect changes in overnight borrowing opportunities. The decrease of the weighted-average rates compared with June 30, 2020 primarily reflects lower interest rates and repurchase agreement activity with the Fixed Income Clearing Corporation (the “FICC”), where we record interest expense gross, but the ending and average balances reflect the impact of offsetting under enforceable netting agreements. This activity primarily relates to government securities collateralized resale and repurchase agreements executed with clients that are novated to and settle with the FICC.

BNY Mellon 33


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

Payables to customers and broker-dealers
Quarter ended
(dollars in millions) June 30, 2021 March 31, 2021 June 30, 2020
Maximum month-end balance during the quarter
$ 23,704  $ 25,124  $ 25,012 
Average daily balance (a)
$ 23,760  $ 24,772  $ 23,944 
Weighted-average rate during the quarter (a)
(0.01) % (0.01) % (0.01) %
Ending balance $ 23,704  $ 23,827  $ 25,012 
Weighted-average rate at period end
(0.01) % (0.01) % (0.01) %
(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 $16,811 million in the second quarter of 2021, $17,691 million in the first quarter of 2021 and $18,742 million in the second quarter of 2020.


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

Information related to commercial paper is presented below.

Commercial paper Quarter ended
(dollars in millions) June 30, 2021 March 31, 2021 June 30, 2020
Maximum month-end balance during the quarter
$   $ —  $ 665 
Average daily balance $   $ —  $ 191 
Weighted-average rate during the quarter
  % —  % 1.02  %
Ending balance $   $ —  $ 665 
Weighted-average rate at period end
  % —  % 0.02  %


The Bank of New York Mellon is authorized to issue commercial paper that matures within 397 days from the date of issue and is not redeemable prior to maturity or subject to voluntary prepayment. The decrease in the commercial paper compared with June 30, 2020 primarily reflects the continuation of elevated deposit levels.

Information related to other borrowed funds is presented below.

Other borrowed funds Quarter ended
(dollars in millions) June 30, 2021 March 31, 2021 June 30, 2020
Maximum month-end balance during the quarter
$ 451  $ 348  $ 2,451 
Average daily balance $ 298  $ 331  $ 2,272 
Weighted-average rate during the quarter
2.21  % 2.01  % 1.30  %
Ending balance $ 451  $ 348  $ 1,628 
Weighted-average rate at period end
2.51  % 2.05  % 1.37  %


Other borrowed funds primarily include overdrafts of sub-custodian account balances in our Investment Services businesses, finance lease liabilities and borrowings under lines of credit by our Pershing subsidiaries. Borrowings from the Federal Reserve Bank of Boston under the Money Market Mutual Fund Liquidity Facility (the “MMLF”) program are also included in other borrowed funds at June 30, 2020. Overdrafts typically relate to timing differences for settlements. The decrease in other borrowed funds compared with June 30, 2020 reflects a decline in borrowings from the Federal Reserve Bank of Boston under the MMLF program. The increase in other borrowed funds compared with March 31, 2021 reflects higher overdrafts of sub-custodian account balances in our Investment Services businesses.

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 roll over 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 into cash, the inability to hold or raise cash, low overnight deposits, deposit run-off or contingent liquidity events.

Changes in economic conditions or exposure to credit, market, operational, legal and reputational
34 BNY Mellon


risks also can affect BNY Mellon’s liquidity risk profile and are considered in our liquidity risk framework. For additional information, see “Risk Management – Liquidity Risk” in our 2020 Annual Report.

The Parent’s policy is to have access to sufficient unencumbered cash and cash equivalents at each quarter-end to cover maturities and other 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 June 30, 2021, the Parent was in compliance with this policy.

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.

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.

We define available funds for internal liquidity management purposes as cash and due from banks, interest-bearing deposits with the Federal Reserve and other central banks, interest-bearing deposits with banks and federal funds sold and securities purchased under resale agreements. The following table presents our total available funds at period end and on an average basis.

Available funds June 30, 2021 Dec. 31, 2020 Average
(dollars in millions) 2Q21 1Q21 2Q20 YTD21 YTD20
Cash and due from banks $ 5,154  $ 6,252  $ 5,938  $ 5,720  $ 4,102  $ 5,830  $ 4,348 
Interest-bearing deposits with the Federal Reserve and other central banks 126,355  141,775  114,564  125,930  94,229  120,216  87,316 
Interest-bearing deposits with banks 21,270  17,300  22,465  21,313  21,093  21,892  19,087 
Federal funds sold and securities purchased under resale agreements 29,762  30,907  27,857  29,186  30,265  28,518  32,187 
Total available funds $ 182,541  $ 196,234  $ 170,824  $ 182,149  $ 149,689  $ 176,456  $ 142,938 
Total available funds as a percentage of total assets 39  % 42  % 38  % 40  % 36  % 39  % 36  %


Total available funds were $182.5 billion at June 30, 2021, compared with $196.2 billion at Dec. 31, 2020. The decrease was primarily due to lower interest-bearing deposits with the Federal Reserve and other central banks, partially offset by higher interest-bearing deposits with banks.

Average non-core sources of funds, such as federal funds purchased and securities sold under repurchase agreements, trading liabilities, other borrowed funds and commercial paper were $17.1 billion for the first six months of 2021 and $18.2 billion the first six months of 2020. The decrease primarily reflects lower other borrowed funds and commercial paper, partially offset by higher federal funds purchased and securities sold under repurchase agreements and trading liabilities.

Average foreign deposits, primarily from our European-based Investment Services business, were $114.5 billion for the first six months of 2021,
compared with $103.1 billion for the first six months of 2020. Average interest-bearing domestic deposits were $127.7 billion for the first six months of 2021 and $101.0 billion for the first six months of 2020. The increase primarily reflects increased client activity.

Average payables to customers and broker-dealers were $17.2 billion for the first six months of 2021 and $17.6 billion for the first six months of 2020. Payables to customers and broker-dealers are driven by customer trading activity and market volatility.

Average long-term debt was $25.7 billion for the first six months of 2021 and $27.7 billion for the first six months of 2020.

Average noninterest-bearing deposits increased to $84.6 billion for the first six months of 2021 from $66.5 billion for the first six months of 2020, primarily reflecting client activity.
BNY Mellon 35


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

The Parent’s 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 intermediate holding company (“IHC”).

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 June 30, 2021
   Moody’s S&P Fitch DBRS
Parent:  
Long-term senior debt A1 A AA- AA
Subordinated debt A2 A- A AA (low)
Preferred stock Baa1 BBB BBB+ A
Outlook – Parent Stable Stable Stable Stable
The Bank of New York Mellon:
Long-term senior debt Aa2 AA- AA AA (high)
Subordinated debt NR A NR NR
Long-term deposits Aa1 AA- AA+ AA (high)
Short-term deposits P1 A-1+ F1+ R-1 (high)
Commercial paper P1 A-1+ F1+ R-1 (high)
BNY Mellon, N.A.:
Long-term senior debt Aa2 (a) AA-
AA 
(a) AA (high)
Long-term deposits Aa1 AA- AA+ AA (high)
Short-term deposits P1 A-1+ F1+ R-1 (high)
Outlook – Banks Stable Stable Stable Stable
(a)    Represents senior debt issuer default rating.
NR – Not rated.


Long-term debt totaled $25.6 billion at June 30, 2021 and $26.0 billion at Dec. 31, 2020. Redemptions of $2.3 billion, a maturity of $500 million and a decrease in the fair value of hedged long-term debt were partially offset by issuances of $2.7 billion. The Parent has $1.5 billion of long-term debt that will mature in the remainder of 2021.

In July 2021, the Parent issued $500 million of fixed rate senior notes maturing in 2026 at an annual interest rate of 1.05% and $500 million of fixed rate senior notes maturing in 2031 at an annual interest rate of 1.80%.

The Bank of New York Mellon may issue notes and CDs. At June 30, 2021 and Dec. 31, 2020, $30 million of notes were outstanding. There were no CDs outstanding at June 30, 2021 and $100 million was outstanding at Dec. 31, 2020.

The Bank of New York Mellon also issues commercial paper that matures within 397 days from the date of issue and is not redeemable prior to maturity or subject to voluntary prepayment. There was no commercial paper outstanding at June 30, 2021 and Dec. 31, 2020. The average commercial paper outstanding was $886 million for the first six months of 2020.

Subsequent to June 30, 2021, our U.S. bank subsidiaries could declare dividends to the Parent of approximately $1.6 billion, without the need for a regulatory waiver. In addition, at June 30, 2021, non-bank subsidiaries of the Parent had liquid assets of approximately $3.3 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 19 of the Notes to
36 BNY Mellon


Consolidated Financial Statements, both in our 2020 Annual Report.

Pershing LLC has uncommitted lines of credit in place for liquidity purposes which are guaranteed by the Parent. Pershing LLC has two separate uncommitted lines of credit amounting to $350 million in aggregate. There were no borrowings under these lines in the second quarter of 2021. Pershing Limited, an indirect UK-based subsidiary of BNY Mellon, has two separate uncommitted lines of credit amounting to $269 million in aggregate. Average borrowings under these lines were $14 million, in aggregate, in the second quarter of 2021.

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 deposit placements and government securities), the Company’s cash generating fee-based business model, with fee revenue representing 81% of total revenue in the second quarter of 2021, and the dividend capacity of our banking subsidiaries. Our double leverage ratio was 114.4% at June 30, 2021 and 114.3% at Dec. 31, 2020, and within the range targeted by management.

Uses of funds

The Parent’s major uses of funds are repurchases of common stock, payment of dividends, principal and interest payments on its borrowings, acquisitions and additional investments in its subsidiaries.

In May 2021, a quarterly dividend of $0.31 per common share was paid to common shareholders. Our common stock dividend payout ratio was 27% for the second quarter of 2021.

In July 2021, our Board of Directors approved a 10% increase in the quarterly cash dividend on common stock, from $0.31 to $0.34 per share. This increased quarterly cash dividend will be paid on Aug. 9, 2021.
In the second quarter of 2021, we repurchased 12.8 million common shares at an average price of $48.17 per common share, for a total cost of $618 million.

In June 2021, our Board of Directors approved the repurchase of up to $6.0 billion of common stock starting in the third quarter of 2021 and continuing through the fourth quarter of 2022.

See “Recent regulatory developments” for additional information on the 2021 CCAR. Also see “Supervision and Regulation – Capital Planning and Stress Testing – Payment of Dividends, Stock Repurchases and Other Capital Distributions” in our 2020 Annual Report for additional information related to the 2020 CCAR.

Liquidity coverage ratio (“LCR”)

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 BNY Mellon’s consolidated HQLA at June 30, 2021, and the average HQLA and average LCR for the second quarter of 2021.

Consolidated HQLA and LCR June 30, 2021
(dollars in billions)
Securities (a)
$ 121 
Cash (b)
126 
Total consolidated HQLA (c)
$ 247 
Total consolidated HQLA – average (c)
$ 236 
Average LCR 110  %
(a)    Primarily includes securities of U.S. government-sponsored enterprises, U.S. Treasury, sovereign securities, U.S. agency 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 $170 billion at June 30, 2021 and averaged $160 billion for the second quarter of 2021.


BNY Mellon and each of our affected domestic bank subsidiaries were compliant with the U.S. LCR requirements of at least 100% throughout the second quarter of 2021.

BNY Mellon 37


Statement of cash flows

The following summarizes the activity reflected on the consolidated 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 used for operating activities was $345 million in the six months ended June 30, 2021, compared with net cash provided by operations of $5.1 billion in the six months ended June 30, 2020. In the six months ended June 30, 2021 cash flows used for operations primarily resulted from changes in accruals, partially offset by earnings. In the six months ended June 30, 2020, cash flows provided by operations primarily resulted from earnings and changes in accruals.

Net cash provided by investing activities was $3.9 billion in the six months ended June 30, 2021, compared with net cash used for investing activities of $58.7 billion in the six months ended June 30,
2020. In the six months ended June 30, 2021, net cash provided by investing activities primarily reflects change in interest-bearing deposits with the Federal Reserve and other central banks, partially offset by net changes in loans and changes in interest-bearing deposits with banks. In the six months ended June 30, 2020, net cash used for investing activities primarily reflects net changes in securities, change in interest-bearing deposits with the Federal Reserve and other central banks and changes in federal funds sold and securities purchased under resale agreements.

Net cash used for financing activities was $3.5 billion in the six months ended June 30, 2021, compared with net cash provided by financing activities of $53.4 billion in the six months ended June 30, 2020. In the six months ended June 30, 2021, net cash used for financing activities primarily reflects repayments of long-term debt, changes in deposits, changes in payables to customers and broker-dealers and treasury stock acquired, partially offset by net proceeds from the issuance of long-term debt and change in federal funds purchased and securities sold under repurchase agreements. In the six months ended June 30, 2020, net cash provided by financing activities primarily reflects changes in deposits and payables to customers and broker-dealers, partially offset by changes in commercial paper.


Capital

Capital data June 30, 2021 March 31, 2021 Dec. 31, 2020
(dollars in millions, except per share amounts; common shares in thousands)
Average common equity to average assets 8.9  % 8.8  % 9.3  %
At period end:
BNY Mellon shareholders’ equity to total assets ratio 9.7  % 9.7  % 9.8  %
BNY Mellon common shareholders’ equity to total assets ratio 8.7  % 8.7  % 8.8  %
Total BNY Mellon shareholders’ equity $ 45,281  $ 44,954  $ 45,801 
Total BNY Mellon common shareholders’ equity $ 40,740  $ 40,413  $ 41,260 
BNY Mellon tangible common shareholders’ equity – Non-GAAP (a)
$ 22,127  $ 21,779  $ 22,563 
Book value per common share $ 47.20  $ 46.16  $ 46.53 
Tangible book value per common share – Non-GAAP (a)
$ 25.64  $ 24.88  $ 25.44 
Closing stock price per common share $ 51.23  $ 47.29  $ 42.44 
Market capitalization $ 44,220  $ 41,401  $ 37,634 
Common shares outstanding 863,174  875,481  886,764 
Cash dividends per common share $ 0.31  $ 0.31  $ 0.31 
Common dividend payout ratio 27  % 32  % 39  %
Common dividend yield 2.4  % 2.7  % 2.9  %
(a)    See “Supplemental information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 47 for a reconciliation of GAAP to Non-GAAP.


38 BNY Mellon


The Bank of New York Mellon Corporation total shareholders’ equity decreased to $45.3 billion at June 30, 2021 from $45.8 billion at Dec. 31, 2020. The decrease primarily reflects common stock repurchases, dividend payments and unrealized losses on securities available-for-sale, partially offset by earnings.

The unrealized gain (after-tax) on our available-for-sale securities portfolio, net of hedges, included in accumulated other comprehensive income was $854 million at June 30, 2021, compared with $1.5 billion at Dec. 31, 2020. The decrease in the unrealized gain, net of tax, was primarily driven by higher market interest rates.

In the first six months of 2021, we repurchased 29.6 million common shares at an average price of $44.49 per common share for a total of $1.3 billion under the share repurchase program that was in place through the second quarter of 2021.

In December 2020, the Federal Reserve released the results of the second round of CCAR stress tests during 2020 and extended the restriction on common stock dividends and open market common stock repurchases applicable to participating CCAR BHCs, including us, to the first quarter of 2021, with certain modifications. In March 2021, the Federal Reserve extended these restrictions through the second quarter of 2021. The temporary restrictions on dividends and share repurchases ended for BNY Mellon after June 30, 2021. Starting in the third quarter of 2021, BNY Mellon will continue to be subject to the normal constraints under the stress capital buffer (“SCB”) framework.

In June 2021, the Federal Reserve released the results of its stress tests for 2021. Our Board of Directors subsequently authorized the repurchase of up to $6.0 billion of common shares over the six quarters
beginning in the third quarter of 2021 and continuing through the fourth quarter of 2022. This new share repurchase plan replaces all previously authorized share repurchase plans. See “Recent regulatory developments” for additional information on the 2021 CCAR results.

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 June 30, 2021 and Dec. 31, 2020, BNY Mellon and our U.S. bank subsidiaries were “well capitalized.” 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,” both of which are in our 2020 Annual Report.

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” in our 2020 Annual Report.



BNY Mellon 39


The table below presents our consolidated and largest bank subsidiary regulatory capital ratios.

Consolidated and largest bank subsidiary regulatory capital ratios
June 30, 2021 March 31, 2021 Dec. 31, 2020
Well capitalized Minimum required Capital
ratios
Capital
ratios
Capital
ratios
(a)
Consolidated regulatory capital ratios: (b)
Advanced Approaches:
CET1 ratio N/A (c) 8.5  % 12.7  % 12.6  % 13.1  %
Tier 1 capital ratio % 10  15.3  15.3  15.8 
Total capital ratio 10  12  16.0  16.1  16.7 
Standardized Approach:
CET1 ratio N/A (c) 8.5  % 12.6  % 12.6  % 13.4  %
Tier 1 capital ratio % 10  15.2  15.2  16.1 
Total capital ratio 10  12  16.2  16.2  17.1 
Tier 1 leverage ratio N/A (c) 6.0  5.8  6.3 
SLR (d)(e)
N/A (c) 7.5  8.1  8.6 
The Bank of New York Mellon regulatory capital ratios: (b)
Advanced Approaches:
CET1 ratio 6.5  % % 16.7  % 16.8  % 17.1  %
Tier 1 capital ratio 8.5  16.7  16.8  17.1 
Total capital ratio 10  10.5  16.8  17.0  17.3 
Tier 1 leverage ratio 6.1  6.1  6.4 
SLR (d)
8.0  8.2  8.5 
(a)    Minimum requirements for June 30, 2021 include minimum thresholds plus currently applicable buffers. The U.S. global systemically important banks (“G-SIB”) surcharge of 1.5% is subject to change. The countercyclical capital buffer is currently set to 0%. The stress capital buffer (“SCB”) requirement is 2.5%, equal to the regulatory minimum for Standardized Approach capital ratios.
(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 Tier 1 leverage ratio is based on Tier 1 capital and quarterly average total assets.
(c)    The Federal Reserve’s regulations do not establish well capitalized thresholds for these measures for BHCs.
(d)    The SLR is based on Tier 1 capital and total leverage exposure, which includes certain off-balance sheet exposures.
(e)     The consolidated SLR at March 31, 2021 and Dec. 31, 2020 reflects the temporary exclusion of U.S. Treasury securities from total leverage exposure which increased our consolidated SLR by 68 basis points and 72 basis points, respectively. The temporary exclusion ceased to apply beginning April 1, 2021.


Our CET1 ratio under the Standardized Approach was 12.6% at June 30, 2021 and was 13.1% at Dec. 31, 2020 under the Advanced Approaches. The decrease was primarily driven by common stock repurchases, unrealized losses on securities available-for-sale, dividend payments and an increase in RWAs, partially offset by capital generated through earnings.

Capital ratios vary depending on the size of the balance sheet at period-end and the levels and types of investments in assets. The balance sheet size fluctuates from period to period 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.
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.

Under the Advanced Approaches, 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.

40 BNY Mellon


The following table presents our capital components and RWAs.

Capital components and risk-weighted assets
June 30, 2021 March 31, 2021 Dec. 31, 2020
(in millions)
CET1:
Common shareholders’ equity $ 40,740  $ 40,413  $ 41,260 
Adjustments for:
Goodwill and intangible assets (a)
(18,613) (18,634) (18,697)
Net pension fund assets (308) (321) (319)
Equity method investments (305) (307) (306)
Deferred tax assets (55) (53) (54)
Other (3) (8) (9)
Total CET1 21,456  21,090  21,875 
Other Tier 1 capital:
Preferred stock 4,541  4,541  4,541 
Other (101) (97) (106)
Total Tier 1 capital $ 25,896  $ 25,534  $ 26,310 
Tier 2 capital:
Subordinated debt $ 1,248  $ 1,248  $ 1,248 
Allowance for credit losses 326  409  490 
Other (6) (1) (10)
Total Tier 2 capital – Standardized Approach 1,568  1,656  1,728 
Excess of expected credit losses 45  127  247 
Less: Allowance for credit losses 326  409  490 
Total Tier 2 capital – Advanced Approaches $ 1,287  $ 1,374  $ 1,485 
Total capital:
Standardized Approach $ 27,464  $ 27,190  $ 28,038 
Advanced Approaches $ 27,183  $ 26,908  $ 27,795 
Risk-weighted assets:
Standardized Approach $ 169,885  $ 167,510  $ 163,848 
Advanced Approaches:
Credit Risk $ 101,282  $ 99,398  $ 98,262 
Market Risk 3,010  3,599  4,226 
Operational Risk 65,088  64,038  63,938 
Total Advanced Approaches $ 169,380  $ 167,035  $ 166,426 
Average assets for Tier 1 leverage ratio $ 432,954  $ 440,968  $ 417,982 
Total leverage exposure for SLR $ 346,455  $ 314,334  $ 304,823 
(a)    Reduced by deferred tax liabilities associated with intangible assets and tax-deductible goodwill.
The table below presents the factors that impacted CET1 capital.

CET1 generation 2Q21
(in millions)
CET1 – Beginning of period $ 21,090 
Net income applicable to common shareholders of The Bank of New York Mellon Corporation 991 
Goodwill and intangible assets, net of related deferred tax liabilities 21 
Gross CET1 generated 1,012 
Capital deployed:
Common stock dividends (a)
(273)
Common stock repurchases (618)
Total capital deployed (891)
Other comprehensive income:
Unrealized gain on assets available-for-sale 76 
Foreign currency translation 51 
Unrealized loss on cash flow hedges (3)
Defined benefit plans 25 
Total other comprehensive income 149 
Additional paid-in capital (b)
78 
Other additions (deductions):
Net pension fund assets 13 
Embedded goodwill 2 
Deferred tax assets (2)
Other 5 
Total other additions 18 
Net CET1 generated 366 
CET1 – End of period $ 21,456 
(a)    Includes dividend-equivalents on share-based awards.
(b)    Primarily related to stock awards, the exercise of stock options and stock issued for employee benefit plans.


The following table shows the impact on the consolidated capital ratios at June 30, 2021 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 June 30, 2021
  Increase or decrease of
(in basis points) $100 million
in common 
equity
$1 billion in RWA, quarterly average assets or total leverage exposure
CET1:
Standardized Approach
6 bps 7 bps
Advanced Approaches
6 8
Tier 1 capital:
Standardized Approach
6 9
Advanced Approaches
6 9
Total capital:
Standardized Approach
6 10
Advanced Approaches
6 10
Tier 1 leverage 2 1
SLR
3 2
BNY Mellon 41


From April 1, 2020 through March 31, 2021, BHCs were permitted to temporarily exclude U.S. Treasury securities from total leverage exposure used in the SLR calculation. This temporary exclusion increased our consolidated SLR by 68 basis points at March 31, 2021 and 72 basis points at Dec. 31, 2020. The temporary exclusion also impacted the TLAC and LTD calculations. BNY Mellon and The Bank of New York Mellon, as custody banks, will continue to be able to exclude certain central bank placements from the total leverage exposure used in the SLR calculation, consistent with the amendments to the SLR finalized by the U.S. banking agencies in 2019 pursuant to the Economic Growth, Regulatory Relief, and Consumer Protection Act.

Stress capital buffer

In August 2020, the Federal Reserve announced that BNY Mellon’s SCB requirement would be 2.5%, equal to the regulatory floor, effective as of Oct. 1, 2020. The SCB replaces the current 2.5% capital conservation buffer for Standardized Approach capital ratios for CCAR BHCs. The SCB does not apply to bank subsidiaries, which remain subject to the static 2.5% capital conservation buffer. See “Recent regulatory developments” for additional information on the SCB.

The SCB final rule generally eliminates the requirement for prior approval of common stock repurchases in excess of the distributions in a firm’s capital plan, provided that such distributions are consistent with applicable capital requirements and buffers, including the SCB. In conjunction with the release of the 2020 CCAR results, the Federal Reserve imposed restrictions on capital distributions as described earlier in “Capital.”

Total Loss-Absorbing Capacity (“TLAC”)

The final TLAC rule establishing external TLAC, external long-term debt (“LTD”) and related requirements for U.S. G-SIBs, including BNY Mellon, at the top-tier holding company level became effective on Jan. 1, 2019. The following summarizes the minimum requirements for BNY Mellon’s external TLAC and external LTD ratios, plus currently applicable buffers.
As a % of RWAs (a)
As a % of total leverage exposure
Eligible external TLAC ratios
Regulatory minimum of 18% plus a buffer (b) equal to the sum of 2.5%, the method 1 G-SIB surcharge (currently 1%), and the countercyclical capital buffer, if any
Regulatory minimum of 7.5% plus a buffer (c) equal to 2%
Eligible external LTD ratios Regulatory minimum of 6% plus the greater of the method 1 or method 2 G-SIB surcharge (currently 1.5%) 4.5%
(a)    RWA is the greater of Standardized and Advanced Approaches.
(b)    Buffer to be met using only CET1.
(c)    Buffer to be met using only Tier 1 capital.


External TLAC consists of the Parent’s Tier 1 capital and eligible unsecured LTD issued by it that has a remaining term to maturity of at least one year and satisfies certain other conditions. Eligible LTD consists of the unpaid principal balance of eligible unsecured debt securities, subject to haircuts for amounts due to be paid within two years, that satisfy certain other conditions. Debt issued prior to Dec. 31, 2016 has been permanently grandfathered to the extent these instruments otherwise would be ineligible only due to containing impermissible acceleration rights or being governed by foreign law.

The following table presents our external TLAC and external LTD ratios.

TLAC and LTD ratios June 30, 2021
Minimum
required
Minimum ratios
with buffers
Ratios
Eligible external TLAC:
As a percentage of RWA
18.0  % 21.5  % 28.2  %
As a percentage of total leverage exposure
7.5  % 9.5  % 13.8  %
Eligible external LTD:
As a percentage of RWA 7.5  % N/A 11.6  %
As a percentage of total leverage exposure
4.5  % N/A 5.7  %
N/A – Not applicable.


If BNY Mellon maintains risk-based ratio or leverage TLAC measures above the minimum required level, but with a risk-based ratio or leverage below the minimum level with buffers, we will face constraints on dividends, equity repurchases and discretionary executive compensation based on the amount of the shortfall and eligible retained income.
42 BNY Mellon


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 16 of the Notes to Consolidated Financial Statements for additional information on the VaR methodology.

The following tables indicate the calculated VaR amounts for the trading portfolio for the designated periods using the historical simulation VaR model.

VaR (a)
2Q21 June 30, 2021
(in millions) Average Minimum Maximum
Interest rate $ 2.2  $ 1.6  $ 2.7  $ 1.9 
Foreign exchange 2.6  1.9  3.7  2.3 
Equity 0.1    0.3  0.2 
Credit 1.8  1.4  2.6  2.0 
Diversification (3.7) N/M N/M (3.5)
Overall portfolio 3.0  2.5  4.5  2.9 
VaR (a)
1Q21 March 31, 2021
(in millions) Average Minimum Maximum
Interest rate $ 2.1  $ 1.6  $ 2.7  $ 2.5 
Foreign exchange 2.7  2.2  3.9  3.0 
Equity 0.1  0.1  0.9  0.1 
Credit 1.8  1.3  2.8  2.2 
Diversification (3.5) N/M N/M (4.3)
Overall portfolio 3.2  2.5  4.9  3.5 


VaR (a)
2Q20 June 30, 2020
(in millions) Average Minimum Maximum
Interest rate $ 3.0  $ 2.1  $ 4.9  $ 2.2 
Foreign exchange 3.4  2.2  5.9  2.4 
Equity 0.5  0.4  1.4  0.4 
Credit 3.5  1.8  10.2  2.8 
Diversification (5.7) N/M N/M (4.0)
Overall portfolio 4.7  3.1  11.4  3.8 


VaR (a)
YTD21
(in millions) Average Minimum Maximum
Interest rate $ 2.1  $ 1.6  $ 2.7 
Foreign exchange 2.7  1.9  3.9 
Equity 0.1    0.9 
Credit 1.8  1.3  2.8 
Diversification (3.6) N/M N/M
Overall portfolio 3.1  2.5  4.9 


VaR (a)
YTD20
(in millions) Average Minimum Maximum
Interest rate $ 4.0  $ 2.1  $ 11.3 
Foreign exchange 3.2  1.7  6.3 
Equity 0.9  0.4  2.3 
Credit 3.5  1.2  12.1 
Diversification (6.1) N/M N/M
Overall portfolio 5.5  3.1  14.3 
(a)    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 are predominantly driven by interest rate levels. These instruments include, but are not limited to, U.S. Treasury securities, swaps, swaptions, forward rate agreements, exchange-traded futures and options, and other interest rate derivative products.


BNY Mellon 43


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 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 are predominantly driven by credit spread levels, i.e., idiosyncratic default risk. These instruments include, but are not limited to, securities with exposures from corporate and municipal credit spreads.

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 the second quarter of 2021, interest rate risk generated 33% of average gross VaR, foreign exchange risk generated 39% of average gross VaR, equity risk generated 1% of average gross VaR and credit risk generated 27% of average gross VaR. During the second quarter of 2021, our daily trading loss exceeded our calculated VaR amount of the overall portfolio on one occasion.

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.

Distribution of trading revenue (loss) (a)
Quarter ended
(dollars in millions) June 30, 2021 March 31, 2021 Dec. 31, 2020 Sept. 30, 2020 June 30, 2020
Revenue range: Number of days
Less than $(2.5)    
$(2.5) – $0 7  12  10  12 
$0 – $2.5 22  17  11  23  17 
$2.5 – $5.0 25  21  26  16  15 
More than $5.0 10  17  11  12  14 
(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 $15.5 billion at June 30, 2021 and $15.3 billion at Dec. 31, 2020.

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 $6.5 billion at June 30, 2021 and $6.0 billion at Dec. 31, 2020.

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, 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 June 30, 2021, our OTC derivative assets, including those in hedging relationships, of $4.8 billion included a credit valuation adjustment (“CVA”) deduction of $28 million. Our OTC derivative liabilities, including those in hedging relationships, of $3.3 billion included a debit valuation adjustment (“DVA”) of $1 million related to our own credit spread. Net of hedges, the CVA decreased $1 million and the DVA increased by less than $1 million in the second quarter of 2021, which increased other trading revenue by $1 million. The net impact decreased other trading revenue by $1
44 BNY Mellon


million in the first quarter of 2021 and $2 million in the second quarter of 2020.

The table below summarizes the distribution of credit ratings for our foreign exchange and interest rate derivative counterparties over the past five quarters, which indicates the level of counterparty credit associated with these trading activities. Significant changes in counterparty credit ratings could alter the level of credit risk faced by BNY Mellon.

Foreign exchange and other trading counterparty risk rating profile (a)
Quarter ended
June 30, 2021 March 31, 2021 Dec. 31, 2020 Sept. 30, 2020 June 30, 2020
Rating:
AAA to AA- 52  % 45  % 46  % 54  % 56  %
A+ to A- 19  26  28  20  18 
BBB+ to BBB- 24  22  18  17  18 
BB+ and
lower (b)
5 
Total 100  % 100  % 100  % 100  % 100  %
(a)    Represents credit rating agency equivalent of internal credit ratings.
(b)    Non-investment grade.


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, 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. 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.
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. Typically, the baseline scenario uses the average deposit balances of the last month of the quarter. The 100 basis point ramp scenario assumes rates change 25 basis points above or below the yield curve in each of the next four quarters and the 200 basis point ramp scenario assumes a 50 basis point per quarter change. Interest rate sensitivity is quantified by calculating the change in pre-tax net interest revenue between the scenarios over a 12-month measurement period. The net interest revenue sensitivity methodology assumes static deposit levels and also assumes that no management actions will be taken to mitigate the effects of interest rate changes.

The following table shows net interest revenue sensitivity for BNY Mellon.

Estimated changes in net interest revenue
(in millions)
June 30, 2021 March 31, 2021 June 30, 2020
Up 200 bps parallel rate ramp vs. baseline (a)
$ 890  $ 1,024  $ 591 
Up 100 bps parallel rate ramp vs. baseline (a)
477  551  349 
Down 100 bps parallel rate ramp vs. baseline (a)
430  384  315 
Long-term up 50 bps, short-term unchanged (b)
123  120  153 
Long-term down 50 bps, short-term unchanged (b)
(132) (116) (173)
(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 decreases in the ramp up sensitivities compared with March 31, 2021 are primarily driven by a decrease in deposit levels and the impact of hedging long-term debt.

While the net interest revenue sensitivity scenarios calculations assume static deposit balances to facilitate consistent period-over-period comparisons, it is likely that a portion of the recent monetary policy-driven deposit inflows would run-off in rising rate environments, such as the up 100 bps and up 200 bps parallel ramps. Noninterest-bearing deposits are particularly sensitive to changes in short-term rates.

BNY Mellon 45


To illustrate the net interest revenue sensitivity to deposit runoff, we note that a $5 billion instantaneous reduction of U.S. dollar denominated noninterest-bearing deposits would reduce the net interest revenue sensitivity results in the ramp up 100 basis point and 200 basis point scenarios in the table above by approximately $30 million and approximately $65 million, respectively. The impact would be smaller if
the runoff was assumed to be a mixture of interest-bearing and noninterest-bearing deposits.

For a discussion of factors impacting the growth or contraction of deposits, see “Risk Factors – Our business, financial condition and results of operations could be adversely affected if we do not effectively manage our liquidity,” in our 2020 Annual Report.

46 BNY Mellon


Supplemental information Explanation of GAAP and Non-GAAP financial measures

BNY Mellon has included in this Form 10-Q certain Non-GAAP financial measures on a tangible basis as a supplement to GAAP information, which exclude goodwill and intangible assets, net of deferred tax liabilities. We believe that the return on tangible common equity – Non-GAAP is additional useful information for investors because it presents a measure of those assets that can generate income, and the tangible book value per common share – Non-GAAP is additional useful information because it presents the level of tangible assets in relation to shares of common stock outstanding.

The presentation of the growth rates of investment management and performance fees 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. We believe 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.

BNY Mellon has also included the adjusted pre-tax operating margin Non-GAAP, which is the pre-tax operating margin for the Investment and Wealth Management business, net of distribution and servicing expense that was passed to third parties who distribute or service our managed funds. We believe that this measure is useful when evaluating the performance of the Investment and Wealth Management business relative to industry competitors.

The following table presents the reconciliation of the return on common equity and tangible common equity.

Return on common equity and tangible common equity reconciliation 2Q21 1Q21 2Q20 YTD21 YTD20
(dollars in millions)
Net income applicable to common shareholders of The Bank of New York Mellon Corporation – GAAP $ 991  $ 858  $ 901  $ 1,849  $ 1,845 
Add:  Amortization of intangible assets 20  24  26  44  52 
Less: Tax impact of amortization of intangible assets 5  11  12 
Adjusted net income applicable to common shareholders of The Bank of New York Mellon Corporation, excluding amortization of intangible assets – Non-GAAP $ 1,006  $ 876  $ 921  $ 1,882  $ 1,885 
Average common shareholders’ equity $ 40,393  $ 40,720  $ 38,476  $ 40,556  $ 38,070 
Less: Average goodwill 17,517  17,494  17,243  17,506  17,277 
Average intangible assets 2,975  3,000  3,058  2,987  3,073 
Add: Deferred tax liability – tax deductible goodwill 1,163  1,153  1,119  1,163  1,119 
  Deferred tax liability – intangible assets 675  665  664  675  664 
Average tangible common shareholders’ equity – Non-GAAP $ 21,739  $ 22,044  $ 19,958  $ 21,901  $ 19,503 
Return on common shareholders’ equity – GAAP
9.8  % 8.5  % 9.4  % 9.2  % 9.7  %
Return on tangible common shareholders’ equity – Non-GAAP 18.6  % 16.1  % 18.5  % 17.3  % 19.4  %


BNY Mellon 47


The following table presents the reconciliation of book value and tangible book value per common share.

Book value and tangible book value per common share reconciliation June 30, 2021 March 31, 2021 Dec. 31, 2020 June 30, 2020
(dollars in millions, except per share amounts and unless otherwise noted)
BNY Mellon shareholders’ equity at period end – GAAP $ 45,281  $ 44,954  $ 45,801  $ 43,697 
Less: Preferred stock 4,541  4,541  4,541  4,532 
BNY Mellon common shareholders’ equity at period end – GAAP 40,740  40,413  41,260  39,165 
Less: Goodwill 17,487  17,469  17,496  17,253 
Intangible assets 2,964  2,983  3,012  3,045 
Add: Deferred tax liability – tax deductible goodwill 1,163  1,153  1,144  1,119 
Deferred tax liability – intangible assets 675  665  667  664 
BNY Mellon tangible common shareholders’ equity at period end – Non-GAAP
$ 22,127  $ 21,779  $ 22,563  $ 20,650 
Period-end common shares outstanding (in thousands)
863,174  875,481  886,764  885,862 
Book value per common share – GAAP $ 47.20  $ 46.16  $ 46.53  $ 44.21 
Tangible book value per common share – Non-GAAP $ 25.64  $ 24.88  $ 25.44  $ 23.31 


The following table presents the impact of changes in foreign currency exchange rates on our consolidated investment management and performance fees.

Constant currency reconciliation – Consolidated 2Q21 2Q20 2Q21 vs.
(dollars in millions) 2Q20
Investment management and performance fees – GAAP $ 889  $ 786  13  %
Impact of changes in foreign currency exchange rates   31 
Adjusted investment management and performance fees – Non-GAAP $ 889  $ 817  9  %


The following table presents the impact of changes in foreign currency exchange rates on investment management and performance fees reported in the Investment and Wealth Management business.

Constant currency reconciliation Investment and Wealth Management business
2Q21 vs.
(dollars in millions) 2Q21 2Q20 2Q20
Investment management and performance fees GAAP
$ 890  $ 787  13  %
Impact of changes in foreign currency exchange rates —  31 
Adjusted investment management and performance fees – Non-GAAP $ 890  $ 818  9  %


The following table presents the reconciliation of the pre-tax operating margin for the Investment and Wealth Management business.

Pre-tax operating margin reconciliation Investment and Wealth Management business
(dollars in millions) 2Q21 1Q21 4Q20 3Q20 2Q20 YTD21 YTD20
Income before income taxes – GAAP $ 326  $ 278  $ 311  $ 245  $ 221  $ 604  $ 415 
Total revenue – GAAP $ 999  $ 991  $ 990  $ 918  $ 886  $ 1,990  $ 1,784 
Less: Distribution and servicing expense
74  75  76  85  86  149  177 
Adjusted total revenue, net of distribution and servicing expense – Non-GAAP $ 925  $ 916  $ 914  $ 833  $ 800  $ 1,841  $ 1,607 
Pre-tax operating margin – GAAP (a)
33  % 28  % 32  % 27  % 25  % 30  % 23  %
Adjusted pre-tax operating margin, net of distribution and servicing expense – Non-GAAP (a)
35  % 30  % 34  % 29  % 28  % 33  % 26  %
(a)    Income before taxes divided by total revenue.

48 BNY Mellon


Recent regulatory developments

For a summary of additional regulatory matters relevant to our operations, see “Recent regulatory developments” in our Form 10-Q for the quarter ended March 31, 2021 and “Supervision and Regulation” in our 2020 Annual Report. The following discussions summarize certain regulatory, legislative and other developments that may affect BNY Mellon.

CCAR 2021 Results

On June 24, 2021, the Federal Reserve released the results of its stress tests for 2021. The Federal Reserve also notified BNY Mellon that its indicative SCB requirement for the present stress test cycle will be 2.5%, which equals the regulatory floor. BNY Mellon expects that its final SCB will be confirmed later in 2021. The SCB will be effective on Oct. 1, 2021.

The temporary restrictions on dividends and share repurchases imposed as a result of the coronavirus pandemic ended for BNY Mellon after June 30, 2021. Starting in the third quarter of 2021, BNY Mellon will continue to be subject to the normal constraints under the SCB framework. For additional information regarding the SCB, see “Supervision and Regulation – Capital Planning and Stress Testing” in our 2020 Annual Report.

Consistent with the SCB framework, BNY Mellon increased its quarterly common stock dividend to $0.34 per share in the third quarter of 2021 and our Board has authorized the repurchase of up to $6.0 billion of common shares over the six quarters beginning in the third quarter of 2021 and continuing through the fourth quarter of 2022. This new share repurchase plan replaces all previously authorized share repurchase plans.

NSFR Compliance Date

The final NSFR rule became effective on July 1, 2021. Under the final rule, the NSFR is expressed as a ratio of available stable funding to the required stable funding amount. BNY Mellon is required to maintain an NSFR of 1.0 and is in compliance with the NSFR. NSFR disclosure requirements will be effective in 2023.

EU/UK Trade and Cooperation Agreement

The EU-UK Trade and Cooperation Agreement (“EU-UK Agreement”) entered into force and became provisionally effective on Jan. 1, 2021. The EU-UK Agreement was ratified by the European Parliament in April 2021 and became fully effective. Under the EU-UK Agreement, the EU and UK have agreed to make their best endeavors to ensure that internationally agreed standards in the financial services sector for regulation and supervision are implemented and applied in their territory and establish a framework for structured regulatory cooperation on financial services. For more information regarding the impact of Brexit on the UK regulatory framework and related developments, see “Supervision and Regulation – Effects of ‘Brexit’ on UK Regulatory Framework” in the 2020 Annual Report.

Financial Services Act 2021 (UK)

The Financial Services Act 2021 (previously the Financial Services Bill 2020) received royal assent and entered into force in April 2021. The Financial Services Act 2021 makes several changes to the UK financial services regulatory framework. This includes providing the framework for implementation of the elements of the EU Capital Requirements Regulation 2 (“CRR2”) that do not already form part of EU retained law in the UK, and the framework for implementation of the EU Investment Firms Directive / Regulation (“IFD/IFR”) in the UK (modified for the UK environment as “UK IFPR”).

The Financial Services Act 2021 grants rulemaking powers to the Prudential Regulatory Authority (“PRA”) with respect to UK capital requirements directive/regulation matters, and the Financial Conduct Authority (“FCA”), with respect to UK IFPR matters. The Financial Services Act 2021 also enables Her Majesty’s Treasury to set commencement dates for various UK CRR2/UK IFPR provisions. Pursuant to this authority, Her Majesty’s Treasury has confirmed that the UK’s version of the CRR2 (“UK CRR2”) and the UK IFPR will come into effect on Jan. 1, 2022. For more information regarding the CRR2 and the UK IFPR, see “Supervision and Regulation – Operations and Regulations Outside the United States” and “Supervision and Regulation – Effects of ‘Brexit’ on UK Regulatory Framework” in the 2020 Annual Report.
BNY Mellon 49


EU Leverage Ratio

On June 28, 2021, the CRR2 leverage ratio became a binding requirement for EU credit institutions, such as The Bank of New York Mellon SA/NV. The European Central Bank (“ECB”) granted an optional exclusion for central bank deposits from the leverage ratio calculation that came into effect on the same date and will expire on March 31, 2022. It replaces the central bank deposits exclusion granted by the ECB in April 2020 in relation to the leverage ratio reporting requirements. The Bank of New York Mellon SA/NV is planning to use the exclusion.

Other matters

On March 5, 2021, the administrator of LIBOR announced that it would cease the publication of non-U.S. dollar London Interbank Offered Rate (“LIBOR”) settings and one-week and two-month U.S. dollar LIBOR settings on Dec. 31, 2021 and would cease the publication of the other U.S. dollar LIBOR settings on June 30, 2023. On the same day, the UK Financial Conduct Authority (“FCA”) made a related announcement regarding when LIBOR settings will cease to be provided by any administrator or no longer be representative. The International Swaps and Derivatives Association (“ISDA”) also announced that the FCA’s announcement was an index cessation event under its fallbacks protocol for all LIBOR settings and that consequently, the fallback spread adjustment was fixed as of the date of the announcement.

In April 2021, New York state adopted legislation that provides a statutory fallback mechanism to replace LIBOR with a benchmark rate based on SOFR for New York-law governed contracts that reference U.S. dollar LIBOR and either have no fallback provisions or provisions that are based on LIBOR. The New York legislation also has a safe harbor regarding the selection and use of that SOFR-based benchmark rate.

The U.S. bank regulators have issued guidance strongly encouraging banking organizations to cease using U.S. dollar LIBOR as a reference rate in new contracts as soon as practicable and in any event by Dec. 31, 2021. We are continuing to work to facilitate an orderly transition from interbank offered rates, including LIBOR, to alternative reference rates for us and our clients.

Website information

Our website is www.bnymellon.com. We currently make available the following information under the Investor Relations portion of our website. With respect to filings with the SEC, we post such information as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC.
All of our SEC filings, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to these reports, as well as proxy statements and SEC Forms 3, 4 and 5;
Our earnings materials and selected management conference calls and presentations;
Other regulatory disclosures, including: Pillar 3 Disclosures (and Market Risk Disclosure contained therein); Liquidity Coverage Ratio Disclosures; Federal Financial Institutions Examination Council – Consolidated Reports of Condition and Income for a Bank With Domestic and Foreign Offices; Consolidated Financial Statements for Bank Holding Companies; and the Dodd-Frank Act Stress Test Results for BNY Mellon and The Bank of New York Mellon; and
Our Corporate Governance Guidelines, Amended and Restated By-laws, Directors’ Code of Conduct and the Charters of the Audit, Finance, Corporate Governance, Nominating and Social Responsibility, Human Resources and Compensation, Risk and Technology Committees of our Board of Directors.

We may use our website, our Twitter account (@BNYMellon) and other social media channels as additional means of disclosing information to the public. The information disclosed through those channels may be considered to be material. The contents of our website or social media channels referenced herein are not incorporated by reference into this Quarterly Report on Form 10-Q.
50 BNY Mellon

Item 1. Financial Statements
The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Income Statement (unaudited)

Quarter ended Year-to-date
June 30, 2021 March 31, 2021 June 30, 2020 June 30, 2021 June 30, 2020
(in millions)
Fee and other revenue
Investment services fees:
Asset servicing fees $ 1,200  $ 1,199  $ 1,173  $ 2,399  $ 2,332 
Clearing services fees 435  455  431  890  901 
Issuer services fees 281  245  277  526  540 
Treasury services fees 160  157  144  317  293 
Total investment services fees 2,076  2,056  2,025  4,132  4,066 
Investment management and performance fees 889  890  786  1,779  1,648 
Foreign exchange revenue 184  231  193  (a) 415  438  (a)
Financing-related fees 48  51  58  99  117 
Distribution and servicing 27  29  27  56  58 
Total fee revenue 3,224  3,257  3,089  (a) 6,481  6,327  (a)
Investment and other income 89  132  (a) 98  179  (a)
Net securities gains 2  —  2  18 
Total other revenue 91  141  (a) 100  197  (a)
Total fee and other revenue 3,315  3,266  3,230  6,581  6,524 
Net interest revenue
Interest revenue 685  738  943  1,423  2,513 
Interest expense 40  83  163  123  919 
Net interest revenue 645  655  780  1,300  1,594 
Total revenue 3,960  3,921  4,010  7,881  8,118 
Provision for credit losses (86) (83) 143  (169) 312 
Noninterest expense
Staff 1,518  1,602  1,464  3,120  2,946 
Software and equipment 365  362  345  727  671 
Professional, legal and other purchased services 363  343  337  706  667 
Sub-custodian and clearing 132  124  120  256  225 
Net occupancy 122  123  137  245  272 
Distribution and servicing 73  74  85  147  176 
Bank assessment charges 35  34  35  69  70 
Amortization of intangible assets 20  24  26  44  52 
Business development 22  19  20  41  62 
Other 128  146  117  274  257 
Total noninterest expense 2,778  2,851  2,686  5,629  5,398 
Income
Income before income taxes 1,268  1,153  1,181  2,421  2,408 
Provision for income taxes 241  221  216  462  481 
Net income 1,027  932  965  1,959  1,927 
Net (income) loss attributable to noncontrolling interests related to consolidated investment management funds (5) (5) (15) (10)
Net income applicable to shareholders of The Bank of New York Mellon Corporation 1,022  927  950  1,949  1,930 
Preferred stock dividends (31) (69) (49) (100) (85)
Net income applicable to common shareholders of The Bank of New York Mellon Corporation $ 991  $ 858  $ 901  $ 1,849  $ 1,845 
(a)    In the first quarter of 2021, we reclassified certain items within total revenue on the consolidated income statement and reclassified prior periods to be comparable with the current period presentation. See Note 1 of the Notes to Consolidated Financial Statements for additional information.
BNY Mellon 51

The Bank of New York Mellon Corporation (and its subsidiaries)
Consolidated Income Statement (unaudited) (continued)

Net income applicable to common shareholders of The Bank of New York Mellon Corporation used for the earnings per share calculation Quarter ended Year-to-date
June 30, 2021 March 31, 2021 June 30, 2020 June 30, 2021 June 30, 2020
(in millions)
Net income applicable to common shareholders of The Bank of New York Mellon Corporation $ 991  $ 858  $ 901  $ 1,849  $ 1,845 
Less: Earnings allocated to participating securities 1  2 
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 $ 990  $ 857  $ 900  $ 1,847  $ 1,841 


Average common shares and equivalents outstanding of The Bank of New York Mellon Corporation Quarter ended Year-to-date
June 30, 2021 March 31, 2021 June 30, 2020 June 30, 2021 June 30, 2020
(in thousands)
Basic 869,460  882,558  889,020  876,006  891,642 
Common stock equivalents 4,315  3,824  2,044  3,904  2,866 
Less: Participating securities (300) (727) (503) (501) (905)
Diluted 873,475  885,655  890,561  879,409  893,603 
Anti-dilutive securities (a)
547  4,133  1,578  807  2,052 
(a)    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.


Earnings per share applicable to common shareholders of The Bank of New York Mellon Corporation Quarter ended Year-to-date
June 30, 2021 March 31, 2021 June 30, 2020 June 30, 2021 June 30, 2020
(in dollars)
Basic $ 1.14  $ 0.97  $ 1.01  $ 2.11  $ 2.06 
Diluted $ 1.13  $ 0.97  $ 1.01  $ 2.10  $ 2.06 


See accompanying unaudited Notes to Consolidated Financial Statements.
52 BNY Mellon

The Bank of New York Mellon Corporation (and its subsidiaries)
Consolidated Comprehensive Income Statement (unaudited)

Quarter ended Year-to-date
June 30, 2021 March 31, 2021 June 30, 2020 June 30, 2021 June 30, 2020
(in millions)
Net income $ 1,027  $ 932  $ 965  $ 1,959  $ 1,927 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 51  (150) 115  (99) (254)
Unrealized gain (loss) on assets available-for-sale:
Unrealized (loss) gain arising during the period 77  (703) 753  (626) 936 
Reclassification adjustment (1) —  (7) (1) (14)
Total unrealized gain (loss) on assets available-for-sale 76  (703) 746  (627) 922 
Defined benefit plans:
Amortization of prior service credit, net loss and initial obligation included in net periodic benefit cost 25  22  19  47  37 
Total defined benefit plans 25  22  19  47  37 
Net unrealized (loss) gain on cash flow hedges (3) (3) (6) (7)
Total other comprehensive income (loss), net of tax (a)
149  (834) 884  (685) 698 
Total comprehensive income 1,176  98  1,849  1,274  2,625 
Net (income) loss attributable to noncontrolling interests (5) (5) (15) (10)
Other comprehensive loss attributable to noncontrolling interests   —  —  — 
Comprehensive income applicable to shareholders of The Bank of New York Mellon Corporation $ 1,171  $ 93  $ 1,834  $ 1,264  $ 2,630 
(a)    Other comprehensive (loss) income attributable to The Bank of New York Mellon Corporation shareholders was $149 million for the quarter ended June 30, 2021, $(834) million for the quarter ended March 31, 2021, $884 million for the quarter ended June 30, 2020, $(685) million for the six months ended June 30, 2021 and $700 million for the six months ended June 30, 2020.


See accompanying unaudited Notes to Consolidated Financial Statements.
BNY Mellon 53

The Bank of New York Mellon Corporation (and its subsidiaries)
Consolidated Balance Sheet (unaudited)

June 30, 2021 Dec. 31, 2020
(dollars in millions, except per share amounts)
Assets
Cash and due from banks, net of allowance for credit losses of $2 and $4
$ 5,154  $ 6,252 
Interest-bearing deposits with the Federal Reserve and other central banks 126,355  141,775 
Interest-bearing deposits with banks, net of allowance for credit losses of $1 and $3 (includes restricted of $4,317 and $3,167)
21,270  17,300 
Federal funds sold and securities purchased under resale agreements 29,762  30,907 
Securities:
Held-to-maturity, at amortized cost, net of allowance for credit losses of less than $1 and less than $1 (fair value of $52,919 and $49,224)
52,325  47,946 
Available-for-sale, at fair value (amortized cost of $101,525 and $105,141, net of allowance for credit losses of $9 and $11)
103,581  108,495 
Total securities 155,906  156,441 
Trading assets 15,520  15,272 
Loans 63,547  56,469 
Allowance for credit losses (269) (358)
Net loans 63,278  56,111 
Premises and equipment 3,442  3,602 
Accrued interest receivable 492  510 
Goodwill 17,487  17,496 
Intangible assets 2,964  3,012 
Other assets, net of allowance for credit losses on accounts receivable of $4 and $4 (includes $1,222 and $1,009, at fair value)
25,333  20,955 
Total assets $ 466,963  $ 469,633 
Liabilities
Deposits:
Noninterest-bearing (principally U.S. offices) $ 94,081  $ 83,854 
Interest-bearing deposits in U.S. offices 130,344  133,479 
Interest-bearing deposits in non-U.S. offices 114,245  124,212 
Total deposits 338,670  341,545 
Federal funds purchased and securities sold under repurchase agreements 12,425  11,305 
Trading liabilities 6,451  6,031 
Payables to customers and broker-dealers 23,704  25,085 
Other borrowed funds 451  350 
Accrued taxes and other expenses
5,213  5,696 
Other liabilities (including allowance for credit losses on lending-related commitments of $50 and $121, also includes $582 and $1,110, at fair value) (a)
8,626  7,517 
Long-term debt (includes $400 and $400, at fair value)
25,629  25,984 
Total liabilities 421,169  423,513 
Temporary equity
Redeemable noncontrolling interests 169  176 
Permanent equity
Preferred stock – par value $0.01 per share; authorized 100,000,000 shares; issued 45,826 and 45,826 shares
4,541  4,541 
Common stock – par value $0.01 per share; authorized 3,500,000,000 shares; issued 1,388,316,851 and 1,382,306,327 shares
14  14 
Additional paid-in capital 28,006  27,823 
Retained earnings 35,540  34,241 
Accumulated other comprehensive loss, net of tax (1,670) (985)
Less: Treasury stock of 525,143,173 and 495,542,796 common shares, at cost
(21,150) (19,833)
Total The Bank of New York Mellon Corporation shareholders’ equity 45,281  45,801 
Nonredeemable noncontrolling interests of consolidated investment management funds 344  143 
Total permanent equity 45,625  45,944 
Total liabilities, temporary equity and permanent equity $ 466,963  $ 469,633 


See accompanying unaudited Notes to Consolidated Financial Statements.
54 BNY Mellon

The Bank of New York Mellon Corporation (and its subsidiaries)
Consolidated Statement of Cash Flows (unaudited)

Six months ended June 30,
(in millions) 2021 2020
Operating activities
Net income $ 1,959  $ 1,927 
Net (income) loss attributable to noncontrolling interests (10)
Net income applicable to shareholders of The Bank of New York Mellon Corporation 1,949  1,930 
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Provision for credit losses (a)
(169) 312 
Pension plan contributions
(16) (12)
Depreciation and amortization
938  744 
Deferred tax (benefit)
274  (363)
Net securities (gains) (2) (18)
Change in trading assets and liabilities 176  171 
Change in accruals and other, net (3,495) 2,361 
Net cash (used for) provided by operating activities (345) 5,125 
Investing activities
Change in interest-bearing deposits with banks (2,924) (3,710)
Change in interest-bearing deposits with the Federal Reserve and other central banks 13,409  (18,117)
Purchases of securities held-to-maturity (5,449) (14,499)
Paydowns of securities held-to-maturity 5,869  3,541 
Maturities of securities held-to-maturity 834  1,836 
Purchases of securities available-for-sale (25,820) (44,865)
Sales of securities available-for-sale 7,624  8,414 
Paydowns of securities available-for-sale 7,081  4,416 
Maturities of securities available-for-sale 8,999  12,241 
Net change in loans (7,017) (610)
Sales of loans and other real estate 1 
Change in federal funds sold and securities purchased under resale agreements 1,129  (6,516)
Net change in seed capital investments (55) 19 
Purchases of premises and equipment/capitalized software (465) (623)
Proceeds from the sale of premises and equipment 27  — 
Dispositions, net of cash 8  — 
Other, net 648  (275)
Net cash provided by (used for) investing activities 3,899  (58,746)
Financing activities
Change in deposits (1,428) 47,576 
Change in federal funds purchased and securities sold under repurchase agreements 1,214  3,155 
Change in payables to customers and broker-dealers (1,360) 6,260 
Change in other borrowed funds 107  1,036 
Change in commercial paper   (3,294)
Net proceeds from the issuance of long-term debt 2,691  2,246 
Repayments of long-term debt (2,750) (3,000)
Proceeds from the exercise of stock options 32  33 
Issuance of common stock 6 
Issuance of preferred stock   990 
Treasury stock acquired (1,317) (988)
Common cash dividends paid (550) (560)
Preferred cash dividends paid (100) (85)
Other, net (6) 15 
Net cash (used for) provided by financing activities (3,461) 53,390 
Effect of exchange rate changes on cash (41) (50)
Change in cash and due from banks and restricted cash
Change in cash and due from banks and restricted cash 52  (281)
Cash and due from banks and restricted cash at beginning of period 9,419  7,267 
Cash and due from banks and restricted cash at end of period $ 9,471  $ 6,986 
Cash and due from banks and restricted cash
Cash and due from banks at end of period (unrestricted cash) $ 5,154  $ 4,776 
Restricted cash at end of period 4,317  2,210 
Cash and due from banks and restricted cash at end of period $ 9,471  $ 6,986 
Supplemental disclosures
Interest paid $ 145  $ 1,013 
Income taxes paid 266  756 
Income taxes refunded 10  11 


See accompanying unaudited Notes to Consolidated Financial Statements.
BNY Mellon 55

The Bank of New York Mellon Corporation (and its subsidiaries)
Consolidated Statement of Changes in Equity (unaudited)

The Bank of New York Mellon Corporation shareholders Nonredeemable
noncontrolling
interests of
consolidated
investment
management
funds
Total
permanent
equity
Redeemable
non-
controlling
interests/
temporary
equity
(in millions, except per
share amount)
Preferred stock Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated other comprehensive (loss), net
of tax
Treasury
stock
Balance at March 31, 2021 $ 4,541  $ 14  $ 27,928  $ 34,822  $ (1,819) $ (20,532) $ 262  $ 45,216  (a) $ 187 
Shares issued to shareholders of noncontrolling interests                 6 
Redemption of subsidiary shares from noncontrolling interests                 (22)
Other net changes in noncontrolling interests     9        77  86  (2)
Net income       1,022      5  1,027   
Other comprehensive income         149      149   
Dividends:
Common stock at $0.31 per
  share (b)
      (273)       (273)  
Preferred stock       (31)       (31)  
Repurchase of common stock           (618)   (618)  
Common stock issued under employee benefit plans     5          5   
Stock awards and options exercised     64          64   
Balance at June 30, 2021 $ 4,541  $ 14  $ 28,006  $ 35,540  $ (1,670) $ (21,150) $ 344  $ 45,625  (a) $ 169 
(a)Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $40,413 million at March 31, 2021 and $40,740 million at June 30, 2021.
(b)    Includes dividend-equivalents on share-based awards.


The Bank of New York Mellon Corporation shareholders Nonredeemable
noncontrolling
interests of
consolidated
investment
management
funds
Total
permanent
equity
Redeemable
non-
controlling
interests/
temporary
equity
(in millions, except per
share amount)
Preferred stock Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated other comprehensive (loss), net
of tax
Treasury
stock
Balance at Dec. 31, 2020 $ 4,541  $ 14  $ 27,823  $ 34,241  $ (985) $ (19,833) $ 143  $ 45,944  (a) $ 176 
Shares issued to shareholders of noncontrolling interests
—  —  —  —  —  —  —  —  23 
Redemption of subsidiary shares from noncontrolling interests
—  —  —  —  —  —  —  —  (30)
Other net changes in noncontrolling interests
—  —  (33) —  —  —  114  81  18 
Net income —  —  —  927  —  —  932  — 
Other comprehensive (loss) —  —  —  —  (834) —  —  (834) — 
Dividends:
Common stock at $0.31 per
  share (b)
—  —  —  (277) —  —  —  (277) — 
Preferred stock —  —  —  (69) —  —  —  (69) — 
Repurchase of common stock —  —  —  —  —  (699) —  (699) — 
Common stock issued under employee benefit plans —  —  —  —  —  —  — 
Stock awards and options exercised —  —  133  —  —  —  —  133  — 
Balance at March 31, 2021 $ 4,541  $ 14  $ 27,928  $ 34,822  $ (1,819) $ (20,532) $ 262  $ 45,216  (a) $ 187 
(a)Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $41,260 million at Dec. 31, 2020 and $40,413 million at March 31, 2021.
(b)    Includes dividend-equivalents on share-based awards.

56 BNY Mellon

The Bank of New York Mellon Corporation (and its subsidiaries)
The Bank of New York Mellon Corporation shareholders Nonredeemable
noncontrolling
interests of
consolidated
investment
management
funds
Total
permanent
equity
Redeemable
non-
controlling
interests/
temporary
equity
(in millions, except per
share amount)
Preferred stock Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated other comprehensive (loss), net
of tax
Treasury
stock
Balance at March 31, 2020 $ 3,542  $ 14  $ 27,644  $ 32,601  $ (2,827) $ (19,829) $ 94  $ 41,239  (a) $ 140 
Shares issued to shareholders of noncontrolling interests
—  —  —  —  —  —  —  —  17 
Other net changes in noncontrolling interests
—  —  —  —  —  —  — 
Net income —  —  —  950  —  —  15  965  — 
Other comprehensive income
—  —  —  —  884  —  —  884  — 
Dividends:
Common stock at $0.31 per
  share
—  —  —  (278) —  —  —  (278) — 
Preferred stock —  —  —  (49) —  —  —  (49) — 
Repurchase of common stock —  —  —  —  —  (3) —  (3) — 
Common stock issued under employee benefit plans
—  —  —  —  —  —  — 
Preferred stock issued 990  —  —  —  —  —  990  — 
Stock awards and options exercised
—  —  52  —  —  —  —  52  — 
Balance at June 30, 2020 $ 4,532  $ 14  $ 27,702  $ 33,224  $ (1,943) $ (19,832) $ 112  $ 43,809  (a) $ 157 
(a)    Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $37,603 million at March 31, 2020 and $39,165 million at June 30, 2020.


The Bank of New York Mellon Corporation shareholders Nonredeemable
noncontrolling
interests of
consolidated
investment
management
funds
Total
permanent
equity
Redeemable
non-
controlling
interests/
temporary
equity
(in millions, except per
share amount)
Preferred stock Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated other comprehensive (loss), net
of tax
Treasury
stock
Balance at Dec. 31, 2020 $ 4,541  $ 14  $ 27,823  $ 34,241  $ (985) $ (19,833) $ 143  $ 45,944  (a) $ 176 
Shares issued to shareholders of noncontrolling interests                 29 
Redemption of subsidiary shares from noncontrolling interests                 (52)
Other net changes in noncontrolling interests     (24)       191  167  16 
Net income       1,949      10  1,959   
Other comprehensive (loss)         (685)     (685)  
Dividends:
Common stock at $0.62 per
  share (b)
      (550)       (550)  
Preferred stock       (100)       (100)  
Repurchase of common stock           (1,317)   (1,317)  
Common stock issued under employee benefit plans     10          10   
Stock awards and options exercised     197          197   
Balance at June 30, 2021 $ 4,541  $ 14  $ 28,006  $ 35,540  $ (1,670) $ (21,150) $ 344  $ 45,625  (a) $ 169 
(a)    Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $41,260 million at Dec. 31, 2020 and $40,740 million at June 30, 2021.
(b)    Includes dividend-equivalents on share-based awards.

BNY Mellon 57

The Bank of New York Mellon Corporation (and its subsidiaries)
The Bank of New York Mellon Corporation shareholders Nonredeemable
noncontrolling
interests of
consolidated
investment
management
funds
Total
permanent
equity
Redeemable
non-
controlling
interests/
temporary
equity
(in millions, except per
share amount)
Preferred stock Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated other comprehensive (loss), net
of tax
Treasury
stock
Balance at Dec. 31, 2019 $ 3,542  $ 14  $ 27,515  $ 31,894  $ (2,638) $ (18,844) $ 102  $ 41,585  (a) $ 143 
Impact of adopting ASU 2016-13, Financial Instruments – Credit Losses
—  —  —  45  (5) —  —  40  — 
Adjusted balance at Jan. 1, 2020 3,542  14  27,515  31,939  (2,643) (18,844) 102  41,625  143 
Shares issued to shareholders of noncontrolling interests
—  —  —  —  —  —  —  —  34 
Redemption of subsidiary shares from noncontrolling interests
—  —  —  —  —  —  —  —  (16)
Other net changes in noncontrolling interests
—  —  (5) —  —  —  13  (2)
Net income (loss) —  —  —  1,930  —  —  (3) 1,927  — 
Other comprehensive income (loss) —  —  —  —  700  —  —  700  (2)
Dividends:
Common stock at $0.62 per
  share
—  —  —  (560) —  —  —  (560) — 
Preferred stock —  —  —  (85) —  —  —  (85) — 
Repurchase of common stock —  —  —  —  —  (988) —  (988) — 
Common stock issued under employee benefit plans —  —  15  —  —  —  —  15  — 
Preferred stock issued 990  —  —  —  —  —  —  990  — 
Stock awards and options exercised
—  —  177  —  —  —  —  177  — 
Balance at June 30, 2020 $ 4,532  $ 14  $ 27,702  $ 33,224  $ (1,943) $ (19,832) $ 112  $ 43,809  (a) $ 157 
(a)    Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $37,941 million at Dec. 31, 2019 and $39,165 million at June 30, 2020.


See accompanying unaudited Notes to Consolidated Financial Statements.
58 BNY Mellon

Notes to Consolidated Financial Statements
Note 1–Basis of presentation

In this Quarterly Report on Form 10-Q, 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 to its subsidiaries.

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. For information on our significant accounting and reporting policies, see Note 1 in our 2020 Annual Report.

The accompanying consolidated financial statements are unaudited. In the opinion of management, all adjustments necessary, consisting of normal recurring adjustments, 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 our 2020 Annual Report.

In order to combine items of a similar nature within total revenue and to simplify our income statement presentation, in the first quarter of 2021, we made the following reporting changes. The reclassifications had no impact on consolidated total revenue or total revenue for the business segments. Prior periods were reclassified to be comparable with the current period presentation.
Other trading revenue was reclassified from foreign exchange and other trading revenue to investment and other income.
Foreign exchange and other trading revenue was renamed foreign exchange revenue.
The impact of foreign currency remeasurement was reclassified from investment and other income to foreign exchange revenue.
Income (loss) from consolidated investment management funds was reclassified to investment and other income.
Investment and other income was reclassified from fee revenue to other revenue. Other revenue includes investment and other income and net securities gains (losses).

In addition, the assets and liabilities of consolidated investment management funds were reclassified to other assets and other liabilities, respectively, on the consolidated balance sheet. The reclassifications had no impact on total assets or total liabilities. Prior periods were reclassified to be comparable with the current period presentation.

The table below summarizes the effects of the reclassifications on the consolidated income statement.

Consolidated income statement reclassifications Quarter ended Year-to-date
June 30, 2020 June 30, 2020
(in millions)
Before reclassifications
Foreign exchange and other trading revenue $ 166  $ 485 
Total fee revenue $ 3,167  $ 6,490 
Investment and other income $ 105  $ 116 
Income from consolidated investment management funds $ 54  $ 16 
After reclassifications
Foreign exchange revenue $ 193  $ 438 
Total fee revenue $ 3,089  $ 6,327 
Investment and other income $ 132  $ 179 


The table below summarizes the effects of the reclassifications on the business segments.

Business segment reclassifications
(in millions) YTD20
Investment Services business
Before reclassifications
Foreign exchange and other trading revenue $ 439 
Other revenue $ 291 
After reclassifications
Foreign exchange revenue $ 392 
Other revenue $ 338 
Other segment
Before reclassifications
Fee revenue $ 50 
Net securities gains $ 18 
After reclassifications
Fee revenue $ 16 
Other revenue $ 52 
BNY Mellon 59

Notes to Consolidated Financial Statements (continued)
Certain additional immaterial reclassifications have been made to prior periods to place them on a basis comparable with the current period presentation.

Use of estimates

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.

Note 2–Acquisitions and dispositions

In the fourth quarter of 2020, BNY Mellon entered into agreements to sell two legal entities, with one of the sales closing in the first quarter of 2021 and the other closing in July 2021. BNY Mellon recorded a total after-tax loss of $34 million on these transactions in the fourth quarter of 2020.

Note 3–Securities

The following tables present the amortized cost, the gross unrealized gains and losses and the fair value of securities at June 30, 2021 and Dec. 31, 2020.

Securities at June 30, 2021 Gross
unrealized
Fair
value
Amortized cost
(in millions) Gains Losses
Available-for-sale:
U.S. Treasury $ 24,731  $ 881  $ 175  $ 25,437 
Agency residential mortgage-backed securities (“RMBS”) 17,522  366  45  17,843 
Sovereign debt/sovereign guaranteed 13,093  128  26  13,195 
Supranational 8,066  44  15  8,095 
Agency commercial mortgage-backed securities (“MBS”) 7,377  483  7,854 
Foreign covered bonds 6,752  46  6,793 
Collateralized loan obligations (“CLOs”) 5,137  5,139 
U.S. government agencies 3,242  118  10  3,350 
Non-agency commercial MBS 3,181  110  11  3,280 
Foreign government agencies 2,693  20  2,708 
State and political subdivisions 2,595  24  13  2,606 
Non-agency RMBS (a)
2,341  149  13  2,477 
Other asset-backed securities (“ABS”) 2,446  17  2,456 
Corporate bonds 2,348  35  36  2,347 
Other debt securities —  — 
Total securities available-for-sale (b)(c)
$ 101,525  $ 2,427  $ 371  $ 103,581 
Held-to-maturity:
Agency RMBS $ 35,632  $ 673  $ 201  $ 36,104 
U.S. Treasury 9,381  72  9,444 
Agency commercial MBS 3,983  77  15  4,045 
U.S. government agencies 2,204  34  2,172 
Sovereign debt/sovereign guaranteed 1,005  28  1,031 
Supranational 55  —  —  55 
Non-agency RMBS 50  —  53 
State and political subdivisions 15  —  —  15 
Total securities held-to-maturity $ 52,325  $ 855  $ 261  $ 52,919 
Total securities $ 153,850  $ 3,282  $ 632  $ 156,500 
(a)    Includes $416 million that was included in the former Grantor Trust.
(b)    The amortized cost of available-for-sale securities is net of the allowance for credit loss of $9 million. The allowance for credit loss primarily relates to CLOs.
(c)    Includes gross unrealized gains of $225 million and gross unrealized losses of $85 million recorded in accumulated other comprehensive income related to securities that were transferred from available-for-sale to held-to-maturity. The unrealized gains are primarily related to agency commercial MBS and losses are primarily related to U.S. Treasury securities and agency RMBS and will be amortized into net interest revenue over the contractual lives of the securities.
60 BNY Mellon

Notes to Consolidated Financial Statements (continued)
Securities at Dec. 31, 2020 Gross
unrealized
Amortized cost Fair
value
(in millions) Gains Losses
Available-for-sale:
U.S. Treasury $ 23,557  $ 1,358  $ 21  $ 24,894 
Agency RMBS 21,919  479  51  22,347 
Sovereign debt/sovereign guaranteed
12,202  190  12,391 
Agency commercial MBS
8,605  625  9,228 
Supranational 7,086  75  7,160 
Foreign covered bonds
6,658  68  6,725 
CLOs 4,706  10  4,703 
Foreign government agencies
4,086  49  —  4,135 
U.S. government agencies
3,680  174  3,853 
Other ABS
3,135  32  3,164 
Non-agency commercial MBS
2,864  159  3,017 
Non-agency RMBS (a)
2,178  157  2,326 
State and political subdivisions
2,270  39  2,308 
Corporate bonds 1,945  50  1,994 
Commercial paper/certificates of deposit (“CDs”) 249  —  —  249 
Other debt securities —  — 
Total securities available-for-sale (b)(c)
$ 105,141  $ 3,462  $ 108  $ 108,495 
Held-to-maturity:
Agency RMBS $ 38,355  $ 1,055  $ 14  $ 39,396 
U.S. Treasury 2,938  90  —  3,028 
U.S. government agencies
2,816  2,814 
Agency commercial MBS
2,659  105  2,762 
Sovereign debt/sovereign guaranteed
1,050  42  —  1,092 
Non-agency RMBS 58  —  61 
Supranational
55  —  —  55 
State and political subdivisions
15  —  16 
Total securities held-to-maturity
$ 47,946  $ 1,300  $ 22  $ 49,224 
Total securities $ 153,087  $ 4,762  $ 130  $ 157,719 
(a)    Includes $487 million that was included in the former Grantor Trust.
(b)    The amortized cost of available-for-sale securities is net of the allowance for credit loss of $11 million. The allowance for credit loss primarily relates to CLOs.
(c)    Includes gross unrealized gains of $75 million and gross unrealized losses of $44 million recorded in accumulated other comprehensive income related to securities that were transferred from available-for-sale to held-to-maturity. The unrealized gains are primarily related to agency commercial MBS and losses are primarily related to agency RMBS and will be amortized into net interest revenue over the contractual lives of the securities.
The following table presents the realized gains and losses, on a gross basis.

Net securities gains (losses)
(in millions) 2Q21 1Q21 2Q20 YTD21 YTD20
Realized gross gains $ 6  $ 12  $ 16  $ 18  $ 28 
Realized gross losses (4) (12) (7) (16) (10)
Total net securities gains $ 2  $ —  $ $ 2  $ 18 


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

Net securities gains (losses)
(in millions) 2Q21 1Q21 2Q20 YTD21 YTD20
Supranational $   $ —  $ $ —  $
U.S. Treasury   (4) (4)
Other 2  6 
Total net securities gains $ 2  $ —  $ $ 2  $ 18 


In the second quarter of 2021, U.S. Treasury securities and agency commercial MBS with an aggregate amortized cost of $5.95 billion and fair value of $5.96 billion were transferred from available-for-sale securities to held-to-maturity securities to reduce the impact of changes in interest rates on accumulated other comprehensive income.

Allowance for credit losses – Securities

The allowance for credit losses related to securities was $10 million at June 30, 2021 and $11 million at Dec. 31, 2020, and primarily relates to the available-for-sale CLO portfolio.

Credit quality indicators – Securities

At June 30, 2021, the gross unrealized losses on the securities portfolio were primarily attributable to an increase in credit spreads from the 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, $85 million of the unrealized losses at June 30, 2021 and $44 million at Dec. 31, 2020 reflected in the available-for-sale sections of the tables below relate to certain securities (primarily U.S. Treasury securities and agency RMBS) that were transferred in the second quarter of 2021 and prior periods from available-for-sale to held-to-maturity. The unrealized losses will be amortized into net
BNY Mellon 61

Notes to Consolidated Financial Statements (continued)
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 securities portfolio in 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.
The following tables show the aggregate fair value of available-for-sale securities 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 without an allowance for credit losses.

Available-for-sale securities in an unrealized loss position without an allowance for credit losses at June 30, 2021 (a)
Less than 12 months 12 months or more Total
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
(in millions)
Agency RMBS $ 1,303  $ 10  $ 520  $ 35  $ 1,823  $ 45 
U.S. Treasury 5,451  175  —  —  5,451  175 
Sovereign debt/sovereign guaranteed 2,988  26  120  —  3,108  26 
Agency commercial MBS 917  292  1,209 
Foreign covered bonds 1,196  14  —  1,210 
Supranational 1,603  15  133  —  1,736  15 
CLOs 741  402  1,143 
Foreign government agencies 793  —  —  793 
U.S. government agencies 1,155  10  —  —  1,155  10 
Other ABS 962  158  1,120 
Non-agency commercial MBS 651  11  101  —  752  11 
Non-agency RMBS (b)
1,102  242  1,344  13 
State and political subdivisions 1,043  13  15  —  1,058  13 
Corporate bonds 1,403  36  —  —  1,403  36 
Total securities available-for-sale (c)
$ 21,308  $ 327  $ 1,997  $ 44  $ 23,305  $ 371 
(a)    Includes $6.0 billion of securities with an unrealized loss of greater than $1 million.
(b)    Includes $1 million of securities with an unrealized loss of less than $1 million for less than 12 months and $7 million of securities with an unrealized loss of less than $1 million for 12 months or more that were included in the former Grantor Trust.
(c)    Includes $50 million gross unrealized losses for less than 12 months and gross unrealized losses of $35 million for 12 months or more recorded in accumulated other comprehensive income related to securities that were transferred from available-for-sale to held-to-maturity. The unrealized losses are primarily related to U.S. Treasury securities and agency RMBS and will be amortized into net interest revenue over the contractual lives of the securities.


62 BNY Mellon

Notes to Consolidated Financial Statements (continued)
Available-for-sale securities in an unrealized loss position without an allowance for credit losses at Dec. 31, 2020 (a)
Less than 12 months 12 months or more Total
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
(in millions)
Available-for-sale:
Agency RMBS $ 850  $ $ 1,965  $ 47  $ 2,815  $ 51 
U.S. Treasury 4,253  21  —  —  4,253  21 
Sovereign debt/sovereign guaranteed 1,349  135  —  1,484 
Agency commercial MBS 440  266  706 
Foreign covered bonds 468  90  —  558 
Supranational 1,041  132  —  1,173 
CLOs 1,849  579  2,428  10 
U.S. government agencies 160  —  —  160 
Other ABS 449  226  675 
Non-agency commercial MBS 468  170  638 
Non-agency RMBS (b)
973  103  1,076 
State and political subdivisions 273  —  275 
Corporate bonds 282  —  —  282 
Total securities available-for-sale (c)
$ 12,855  $ 47  $ 3,668  $ 61  $ 16,523  $ 108 
(a)    Includes $1.6 billion of securities with an unrealized loss of greater than $1 million.
(b)    Includes $16 million of securities with an unrealized loss of less than $1 million for less than 12 months and $2 million of securities with an unrealized loss of less than $1 million for 12 months or more that were included in the former Grantor Trust.
(c)    Includes gross unrealized losses of $44 million for 12 months or more recorded in accumulated other comprehensive income related to 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 tables show the credit quality of the held-to-maturity securities. 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 could indicate increased credit risk for us and could be accompanied by an increase in the allowance for credit losses and/or a reduction in the fair value of our securities portfolio.

Held-to-maturity securities portfolio at June 30, 2021
Ratings (a)
Net unrealized gain (loss) BB+
and
lower
A1+/A2/SP-1
(dollars in millions) Amortized
cost
AAA/
AA-
A+/
A-
BBB+/
BBB-
Not
rated
Agency RMBS
$ 35,632  $ 472  100  % —  % —  % —  % —  % —  %
U.S. Treasury 9,381  63  100  —  —  —  —  — 
U.S. government agencies
2,204  (32) 100  —  —  —  —  — 
Agency commercial MBS
3,983  62  100  —  —  —  —  — 
Sovereign debt/sovereign guaranteed (b)
1,005  26  100  —  —  —  —  — 
Non-agency RMBS 50  24  59  15  — 
Supranational 55  —  100  —  —  —  —  — 
State and political subdivisions
15  —  —  —  88 
Total held-to-maturity securities
$ 52,325  $ 594  100  %   %   %   %   %   %
(a)    Represents ratings by Standard & Poor’s (“S&P”) or the equivalent.
(b)    Primarily consists of exposure to France, UK and Germany.


BNY Mellon 63

Notes to Consolidated Financial Statements (continued)
Held-to-maturity securities portfolio at Dec. 31, 2020
Ratings (a)
Net unrealized gain (loss) BB+
and
lower
A1+/A2/SP-1
(dollars in millions) Amortized
cost
AAA/
AA-
A+/
A-
BBB+/
BBB-
Not
rated
Agency RMBS $ 38,355  $ 1,041  100  % —  % —  % —  % —  % —  %
U.S. Treasury 2,938  90  100  —  —  —  —  — 
U.S. government agencies 2,816  (2) 100  —  —  —  —  — 
Agency commercial MBS 2,659  103  100  —  —  —  —  — 
Sovereign debt/sovereign guaranteed (b)
1,050  42  98  —  —  —  — 
Non-agency RMBS 58  28  55  14  — 
Supranational 55  —  100  —  —  —  —  — 
State and political subdivisions 15  —  —  86 
Total held-to-maturity securities $ 47,946  $ 1,278  100  % —  % —  % —  % —  % —  %
(a)    Represents ratings by Standard & Poor’s (“S&P”) or the equivalent.
(b)    Primarily consists of exposure to France, UK and Germany.


Maturity distribution

The following table shows the maturity distribution by carrying amount and yield (on a tax equivalent basis) of our securities portfolio.

Maturity distribution and yields on securities at June 30, 2021
U.S. Treasury U.S. government
agencies
State and political
subdivisions
Other bonds, notes and debentures Mortgage/
asset-backed
(dollars in millions) Amount
Yield (a)
Amount
Yield (a)
Amount
Yield (a)
Amount
Yield (a)
Amount
Yield (a)
Total
Securities available-for-sale:
One year or less $ 2,881  1.57  % $ 45  0.20  % $ 382  1.90  % $ 8,424  0.49  % $ —  —  % $ 11,732 
Over 1 through 5 years 8,494  1.25  1,808  0.88  540  2.64  18,877  0.52  —  —  29,719 
Over 5 through 10 years 11,183  1.28  1,358  2.39  1,378  1.53  5,667  0.79  —  —  19,586 
Over 10 years 2,879  3.11  139  1.98  306  2.28  171  0.54  —  —  3,495 
Mortgage-backed securities —  —  —  —  —  —  —  —  31,454  2.24  31,454 
Asset-backed securities —  —  —  —  —  —  —  —  7,595  1.44  7,595 
Total $ 25,437  1.51  % $ 3,350  1.53  % $ 2,606  1.91  % $ 33,139  0.56  % $ 39,049  2.09  % $ 103,581 
Securities held-to-maturity:
One year or less $ 1,379  1.91  % $ —  —  % $ 5.54  % $ 48  0.24  % $ —  —  % $ 1,428 
Over 1 through 5 years 4,831  0.97  408  0.66  5.69  930  0.69  —  —  6,170 
Over 5 through 10 years 3,171  1.18  1,513  1.08  —  —  82  0.60  —  —  4,766 
Over 10 years —  —  283  2.16  13  4.75  —  —  —  —  296 
Mortgage-backed securities —  —  —  —  —  —  —  —  39,665  2.32  39,665 
Total $ 9,381  1.18  % $ 2,204  1.14  % $ 15  4.89  % $ 1,060  0.66  % $ 39,665  2.32  % $ 52,325 
(a)    Yields are based upon the amortized cost of securities and do not reflect the impact of hedging.


Pledged assets

At June 30, 2021, BNY Mellon had pledged assets of $141 billion, including $111 billion pledged as collateral for potential borrowings at the Federal Reserve Discount Window and $7 billion pledged as collateral for borrowing at the Federal Home Loan Bank. The components of the assets pledged at June 30, 2021 included $123 billion of securities, $13 billion of loans, $5 billion of trading assets and less than $1 billion of interest-bearing deposits with banks.

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, 2020, BNY Mellon had pledged assets of $141 billion, including $113 billion pledged as collateral for potential borrowing 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, 2020 included $124 billion of securities, $11 billion of loans, $6 billion of trading assets and less
64 BNY Mellon

Notes to Consolidated Financial Statements (continued)
than $1 billion of interest-bearing deposits with banks.

At June 30, 2021 and Dec. 31, 2020, pledged assets included $22 billion and $18 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 June 30, 2021 and Dec. 31, 2020, the market value of the securities received that can be sold or repledged was $111 billion and $121 billion, respectively. We routinely sell or repledge these securities through delivery to third parties. As of June 30, 2021 and Dec. 31, 2020, the market value of securities collateral sold or repledged was $65 billion and $84 billion, respectively.

Restricted cash and securities

Cash and securities may be segregated under federal and other regulations or requirements. At June 30, 2021 and Dec. 31, 2020, cash segregated under federal and other regulations or requirements was $4 billion and $3 billion, respectively. Restricted cash is included in interest-bearing deposits with banks on the consolidated balance sheet. Securities segregated under federal and other regulations or requirements were $2 billion at June 30, 2021 and $6 billion at Dec. 31, 2020. Restricted securities were sourced from securities purchased under resale agreements and are included in federal funds sold and securities purchased under resale agreements on the consolidated balance sheet.

Note 4–Loans and asset quality

Loans

The table below provides the details of our loan portfolio.

Loans June 30, 2021 Dec. 31, 2020
(in millions)
Domestic:
Commercial $ 1,653  $ 1,356 
Commercial real estate 5,888  6,056 
Financial institutions 4,544  4,495 
Lease financings 356  431 
Wealth management loans and mortgages
17,358  16,211 
Other residential mortgages 339  389 
Overdrafts 1,409  651 
Other 2,009  1,823 
Margin loans 17,022  13,141 
Total domestic 50,578  44,553 
Foreign:
Commercial 16  73 
Commercial real estate 161  — 
Financial institutions 6,188  6,750 
Lease financings 567  559 
Wealth management loans and mortgages
174  146 
Other (primarily overdrafts) 2,962  2,113 
Margin loans 2,901  2,275 
Total foreign 12,969  11,916 
Total loans (a)
$ 63,547  $ 56,469 
(a)    Net of unearned income of $255 million at June 30, 2021 and $274 million at Dec. 31, 2020 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 receivables and provide additional information about our credit risks.
BNY Mellon 65

Notes to Consolidated Financial Statements (continued)
Allowance for credit losses

Activity in the allowance for credit losses on loans and lending-related commitments is presented below. This does not include activity in the allowance for credit losses related to other financial instruments,
including cash and due from banks, interest-bearing deposits with banks, federal funds sold and securities purchased under resale agreements, held-to-maturity securities, available-for-sale securities and accounts receivable.

Allowance for credit losses activity for the quarter ended June 30, 2021
Wealth management loans and mortgages Other
residential
mortgages
(in millions) Commercial Commercial
real estate
Financial
institutions
Lease
financings
Total
Beginning balance $ 11  $ 365  $ $ $ $ $ 400 
Charge-offs —  —  —  —  —  (1) (1)
Recoveries —  —  —  — 
Net recoveries —  —  —  —  — 
Provision (a)
(3) (76) (2) —  (1) (1) (83)
Ending balance (b)
$ 8  $ 289  $ 7  $ 2  $ 5  $ 8  $ 319 
Allowance for:
Loan losses $ $ 248  $ $ $ $ $ 269 
Lending-related commitments 41  —  —  50 
Individually evaluated for impairment:
Loan balance (c)
$ —  $ 26  $ —  $ —  $ 17  $ $ 44 
Allowance for loan losses —  —  —  —  — 
(a)    Does not include the provision for credit losses benefit related to other financial instruments of $3 million for the second quarter 2021.
(b)    Includes $4 million of allowance for credit losses related to foreign loans, primarily financial institutions.
(c)    Includes collateral-dependent loans of $44 million with $50 million of collateral at fair value.


Allowance for credit losses activity for the quarter ended March 31, 2021
Wealth management loans and mortgages Other
residential
mortgages
(in millions) Commercial Commercial
real estate
Financial
institutions
Lease
financings
Total
Beginning balance $ 16  $ 430  $ 10  $ $ $ 13  $ 479 
Charge-offs —  —  —  —  (1) —  (1)
Recoveries —  —  —  —  — 
Net (charge-offs) recoveries —  —  —  —  (1)
Provision (a)
(5) (65) (3) —  (1) (6) (80)
Ending balance (b)
$ 11  $ 365  $ $ $ $ $ 400 
Allowance for:
Loan losses $ $ 303  $ $ $ $ $ 327 
Lending-related commitments 62  —  —  73 
Individually evaluated for impairment:
Loan balance (c)
$ —  $ 26  $ —  $ —  $ 18  $ $ 45 
Allowance for loan losses —  —  —  —  — 
(a)    Does not include the provision for credit losses benefit related to other financial instruments of $3 million for the first quarter 2021.
(b)    Includes $3 million of allowance for credit losses related to foreign loans, primarily financial institutions.
(c)    Includes collateral-dependent loans of $45 million with $59 million of collateral at fair value.


66 BNY Mellon

Notes to Consolidated Financial Statements (continued)
Allowance for credit losses activity for the quarter ended June 30, 2020
Wealth management loans and mortgages Other
residential
mortgages
Total
(in millions) Commercial Commercial
real estate
Financial
institutions
Lease
financings
Beginning balance $ 26  $ 208  $ 18  $ 13  $ $ 14  $ 288 
Charge-offs —  —  —  —  —  —  — 
Recoveries —  —  —  —  — 
Net recoveries —  —  —  —  — 
Provision (a)
14  164  (2) (10) (5) 163 
Ending balance (b)
$ 40  $ 372  $ 16  $ $ 11  $ 12  $ 454 
Allowance for:
Loan losses $ 23  $ 244  $ 11  $ $ $ 12  $ 302 
Lending-related commitments 17  128  —  —  152 
Individually evaluated for impairment:
Loan balance (c)
$ —  $ —  $ —  $ —  $ 18  $ —  $ 18 
Allowance for loan losses —  —  —  —  —  —  — 
(a)    Does not include the provision for credit losses benefit related to other financial instruments of $20 million for the second quarter 2020.
(b)    Includes $11 million of allowance for credit losses related to foreign loans, primarily financial institutions.
(c)    Includes collateral-dependent loans of $18 million with $26 million of collateral at fair value.


Allowance for credit losses activity for the six months ended June 30, 2021 Wealth management loans and mortgages Other
residential
mortgages
Total
(in millions) Commercial Commercial
real estate
Financial
institutions
Lease
financings
Beginning balance $ 16  $ 430  $ 10  $ $ $ 13  $ 479 
Charge-offs —  —  —  —  (1) (1) (2)
Recoveries —  —  —  — 
Net recoveries (charge-offs) —  —  —  (1)
Provision (a)
(8) (141) (5) —  (2) (7) (163)
Ending balance $ 8  $ 289  $ 7  $ 2  $ 5  $ 8  $ 319 
(a)    Does not include provision for credit losses benefit related to other financial instruments of $6 million for the six months ended June 30, 2021.


Allowance for credit losses activity for the six months ended June 30, 2020 Wealth management loans and mortgages Other
residential
mortgages
Foreign Total
(in millions) Commercial Commercial
real estate
Financial
institutions
Lease
financings
Balance at Dec. 31, 2019 $ 60  $ 76  $ 20  $ $ 20  $ 13  $ 24  $ 216 
Impact of adopting ASU 2016-13
(43) 14  (6) —  (12) (24) (69)
Balance at Jan. 1, 2020 17  90  14  15  —  147 
Charge-offs —  —  —  —  —  —  —  — 
Recoveries —  —  —  —  —  — 
Net recoveries —  —  —  —  —  — 
Provision (a)
23  282  —  (6) —  304 
Ending balance $ 40  $ 372  $ 16  $ $ 11  $ 12  $ —  $ 454 
(a)    Does not include provision for credit losses related to other financial instruments of $8 million for the six months ended June 30, 2020.

BNY Mellon 67

Notes to Consolidated Financial Statements (continued)
Nonperforming assets

The table below presents our nonperforming assets.

Nonperforming assets June 30, 2021 Dec. 31, 2020
Recorded investment Recorded investment
With an
allowance
Without an allowance With an
allowance
Without an allowance
(in millions) Total Total
Nonperforming loans:
Other residential mortgages $ 38  $ 1  $ 39  $ 57  $ —  $ 57 
Wealth management loans and mortgages
6  18  24  10  20  30 
Commercial real estate 26    26  — 
Total nonperforming loans 70  19  89  68  20  88 
Other assets owned   1  1  — 
Total nonperforming assets
$ 70  $ 20  $ 90  $ 68  $ 21  $ 89 


At June 30, 2021, undrawn commitments to borrowers whose loans were classified as nonaccrual or reduced rate were not material.


Past due loans

The table below presents our past due loans.

Past due loans and still accruing interest June 30, 2021 Dec. 31, 2020
  Days past due Total
past due
Days past due Total
past due
(in millions) 30-59 60-89 ≥90 30-59 60-89 ≥90
Wealth management loans and mortgages $ 27  $ 1  $   $ 28  $ 54  $ $ —  $ 55 
Commercial real estate 21      21  19  16  —  35 
Other residential mortgages 3      3  — 
Financial institutions         11  —  —  11 
Total past due loans $ 51  $ 1  $   $ 52  $ 87  $ 18  $ —  $ 105 


Loan modifications

Due to the coronavirus pandemic, there have been two forms of relief provided for classifying loans as TDRs: The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the relevant provisions of which were extended by the Consolidated Appropriations Act, 2021, and the Interagency Guidance. See Note 1 of the Notes to Consolidated Financial Statements in our 2020 Annual Report for additional details on the CARES Act, Consolidated Appropriations Act, 2021, and Interagency Guidance. Financial institutions may account for eligible loan modifications either under the CARES Act or the Interagency Guidance. The
Company has elected to apply both the CARES Act and the Interagency Guidance, as applicable, in providing borrowers with loan modification relief in response to the coronavirus pandemic. We modified loans of $3 million in the second quarter of 2021, $282 million in the second quarter of 2020 and $6 million in the first quarter of 2021. Nearly all of the modifications were short-term loan payment forbearances or modified principal and/or interest payments. These loans were primarily residential mortgage and commercial real estate loans. We did not identify any of the modifications as TDRs. At June 30, 2021, the unpaid principal balance of the loans modified under the CARES Act or Interagency Guidance was $77 million.
68 BNY Mellon

Notes to Consolidated Financial Statements (continued)
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 tables below provide information about the credit profile of the loan portfolio by the period of origination.

Credit profile of the loan portfolio June 30, 2021
Revolving loans
Originated, at amortized cost Amortized cost Converted to term loans – Amortized cost Accrued
interest
receivable
(in millions) YTD21 2020 2019 2018 2017 Prior to 2017
Total (a)
Commercial:
Investment grade $ 583  $ 20  $ —  $ —  $ 207  $ 57  $ 635  $   $ 1,502 
Non-investment grade 94  23  —  —  —  —  50    167 
Total commercial 677  43  —  —  207  57  685    1,669  $ 1 
Commercial real estate:
Investment grade 1,161  450  818  116  279  556  378    3,758 
Non-investment grade 652  153  605  402  76  222  155  26  2,291 
Total commercial real estate 1,813  603  1,423  518  355  778  533  26  6,049  7 
Financial institutions:
Investment grade 514  101  —  —  —  82  8,233    8,930 
Non-investment grade 37  —  —  —  —  —  1,765    1,802 
Total financial institutions 551  101  —  —  —  82  9,998    10,732  13 
Wealth management loans and mortgages:
Investment grade 58  16  75  153  144  9,063    9,514 
Non-investment grade 2  —  —  —  —  —  38    40 
Wealth management mortgages 988  1,063  929  583  1,012  3,374  29    7,978 
Total wealth management loans and mortgages
1,048  1,079  1,004  588  1,165  3,518  9,130    17,532  27 
Lease financings 17  92  16  11  781      923   
Other residential mortgages   —  —  —  —  339      339  1 
Other loans   —  —  —  —  —  2,064    2,064  1 
Margin loans 5,408  1,900  —  —  —  —  12,615    19,923  8 
Total loans $ 9,514  $ 3,818  $ 2,443  $ 1,117  $ 1,733  $ 5,555  $ 35,025  $ 26  $ 59,231  $ 58 
(a)    Excludes overdrafts of $4,316 million. Overdrafts occur on a daily basis primarily in the custody and securities clearance business and are generally repaid within two business days.

BNY Mellon 69

Notes to Consolidated Financial Statements (continued)
Credit profile of the loan portfolio Dec. 31, 2020
Revolving loans
Originated, at amortized cost Amortized cost Converted to term loans – Amortized cost Accrued
interest
receivable
(in millions) 2020 2019 2018 2017 2016 Prior to 2016
Total (a)
Commercial:
Investment grade $ 128  $ 18  $ 71  $ 420  $ 57  $ —  $ 493  $ —  $ 1,187 
Non-investment grade 142  —  —  —  —  94  —  242 
Total commercial 270  18  77  420  57  —  587  —  1,429  $
Commercial real estate:
Investment grade 778  1,010  458  543  312  346  127  —  3,574 
Non-investment grade 285  619  643  159  376  144  229  27  2,482 
Total commercial real estate 1,063  1,629  1,101  702  688  490  356  27  6,056 
Financial institutions:
Investment grade 132  146  47  125  13  156  8,760  —  9,379 
Non-investment grade 84  36  —  —  —  —  1,746  —  1,866 
Total financial institutions 216  182  47  125  13  156  10,506  —  11,245  12 
Wealth management loans and mortgages:
Investment grade 18  85  11  147  59  112  7,786  —  8,218 
Non-investment grade —  —  —  —  —  —  54  —  54 
Wealth management mortgages 1,117  1,044  637  1,188  1,515  2,546  38  —  8,085 
Total wealth management loans and mortgages 1,135  1,129  648  1,335  1,574  2,658  7,878  —  16,357  27 
Lease financings 116  18  14  20  813  —  —  990  — 
Other residential mortgages —  —  —  —  —  389  —  —  389 
Other loans —  —  —  —  —  —  1,904  —  1,904 
Margin loans 4,614  —  —  —  —  —  10,802  —  15,416 
Total loans $ 7,414  $ 2,976  $ 1,887  $ 2,591  $ 2,352  $ 4,506  $ 32,033  $ 27  $ 53,786  $ 59 
(a)    Excludes overdrafts of $2,683 million. Overdrafts occur on a daily basis primarily in the custody and securities clearance business and are generally repaid within two business days.


Commercial

The commercial loan portfolio is divided into investment grade and non-investment grade categories based on the assigned internal credit ratings, which are generally consistent with those 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.

Commercial real estate

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.

Financial institutions

Financial institution exposures are high quality, with 96% of the exposures meeting the investment grade equivalent criteria of our internal credit rating classification at June 30, 2021. In addition, 71% of the financial institutions exposure is secured. For example, securities industry clients and asset managers often borrow against marketable securities held in custody. The exposure to financial institutions is generally short-term, with 87% expiring within one year.

Wealth management loans and mortgages

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
70 BNY Mellon

Notes to Consolidated Financial Statements (continued)
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. Delinquency rate is a key indicator of credit quality in the wealth management portfolio. At June 30, 2021, less than 1% of the mortgages were past due.

At June 30, 2021, the wealth management mortgage portfolio consisted of the following geographic concentrations: California 22%; New York 16%; Massachusetts 9%; Florida 9%; and other 44%.

Lease financings

At June 30, 2021, the lease financings portfolio consisted of exposures backed by well-diversified assets, primarily real estate and large-ticket transportation equipment. The largest component of our lease residual value exposure is freight-related rail cars. Assets are both domestic and foreign-based, with primary concentrations in Germany and the U.S.

Other residential mortgages

The other residential mortgages portfolio primarily consists of 1-4 family residential mortgage loans and
totaled $339 million at June 30, 2021 and $389 million at Dec. 31, 2020. These loans are not typically correlated to external ratings. Included in this portfolio at June 30, 2021 were $59 million of mortgage loans purchased in 2005, 2006 and the first quarter of 2007.

Overdrafts

Overdrafts primarily relate to custody and securities clearance clients and totaled $4.3 billion at June 30, 2021 and $2.7 billion at Dec. 31, 2020. Overdrafts occur on a daily basis 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 $19.9 billion of secured margin loans at June 30, 2021, compared with $15.4 billion at Dec. 31, 2020. 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.

Reverse repurchase agreements

Reverse repurchase agreements at June 30, 2021 were fully secured with high quality collateral. As a result, there was no allowance for credit losses related to these assets at June 30, 2021.

BNY Mellon 71

Notes to Consolidated Financial Statements (continued)
Note 5–Goodwill and intangible assets

Goodwill

The tables below provide a breakdown of goodwill by business.

Goodwill by business

(in millions)
Investment
Services
Investment
and Wealth
Management
Other Consolidated
Balance at Dec. 31, 2020 $ 8,456  $ 9,040  $ —  $ 17,496 
Dispositions —  (5) —  (5)
Foreign currency translation (21) 17  —  (4)
Balance at June 30, 2021 $ 8,435  $ 9,052  $   $ 17,487 


Goodwill by business

(in millions)
Investment
Services
Investment
and Wealth
Management
Other Consolidated
Balance at Dec. 31, 2019 $ 8,332  $ 9,007  $ 47  $ 17,386 
Foreign currency translation (24) (109) —  (133)
Other (a)
47  —  (47) — 
Balance at June 30, 2020 $ 8,355  $ 8,898  $ —  $ 17,253 
(a)    Reflects the transfer of goodwill associated with Capital Markets business.


Intangible assets

The tables below provide a breakdown of intangible assets by business.

Intangible assets – net carrying amount by business

(in millions)
Investment
Services
Investment and Wealth Management Other Consolidated
Balance at Dec. 31, 2020 $ 608  $ 1,555  $ 849  $ 3,012 
Disposition —  (6) —  (6)
Amortization (29) (15) —  (44)
Foreign currency translation —  — 
Balance at June 30, 2021 $ 579  $ 1,536  $ 849  $ 2,964 


Intangible assets – net carrying amount by business
(in millions)
Investment
Services
Investment and Wealth Management Other Consolidated
Balance at Dec. 31, 2019 $ 678  $ 1,580  $ 849  $ 3,107 
Amortization (36) (16) —  (52)
Foreign currency translation —  (10) —  (10)
Balance at June 30, 2020 $ 642  $ 1,554  $ 849  $ 3,045 


72 BNY Mellon

Notes to Consolidated Financial Statements (continued)
The table below provides a breakdown of intangible assets by type.

Intangible assets June 30, 2021 Dec. 31, 2020
(in millions) Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Remaining
weighted-
average
amortization
period
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Subject to amortization: (a)
Customer contracts—Investment Services $ 1,060  $ (853) $ 207  10 years $ 1,435  $ (1,199) $ 236 
Customer relationships—Investment and Wealth Management 697  (573) 124  9 years 705  (564) 141 
Other 58  (18) 40  14 years 59  (15) 44 
Total subject to amortization 1,815  (1,444) 371  10 years 2,199  (1,778) 421 
Not subject to amortization: (b)
Tradename 1,295  N/A 1,295  N/A 1,295  N/A 1,295 
Customer relationships 1,298  N/A 1,298  N/A 1,296  N/A 1,296 
Total not subject to amortization 2,593  N/A 2,593  N/A 2,591  N/A 2,591 
Total intangible assets $ 4,408  $ (1,444) $ 2,964  N/A $ 4,790  $ (1,778) $ 3,012 
(a)    Excludes fully amortized intangible assets.
(b)    Intangible assets not subject to amortization have an indefinite life.
N/A – Not applicable.


Estimated annual amortization expense for current intangibles for the next five years is as follows:

For the year ended
Dec. 31,
Estimated amortization expense
(in millions)
2021 $ 81 
2022 63 
2023 53 
2024 45 
2025 38 


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 six reporting units for which goodwill impairment testing is performed on an annual basis. The Investment Services segment is comprised of four reporting units and the Investment and Wealth Management segment is comprised of two reporting units. As a result of the annual goodwill impairment test of the six reporting units conducted in the second quarter of 2021, no goodwill impairment was recognized.

Note 6–Other assets

The following table provides the components of other assets presented on the consolidated balance sheet.

Other assets June 30, 2021 Dec. 31, 2020
(in millions)
Corporate/bank-owned life insurance $ 5,327  $ 5,301 
Accounts receivable 4,693  3,619 
Fails to deliver 3,911  1,371 
Software 1,944  1,884 
Prepaid pension assets 1,646  1,556 
Equity in a joint venture and other investments 1,331  1,259 
Qualified affordable housing project investments 1,096  1,145 
Renewable energy investments 1,090  1,206 
Income taxes receivable 738  599 
Assets of consolidated investment management funds 561  487 
Prepaid expense 561  477 
Federal Reserve Bank stock 475  479 
Seed capital 271  215 
Fair value of hedging derivatives 77  19 
Other (a)
1,612  1,338 
Total other assets $ 25,333  $ 20,955 
(a)    At June 30, 2021 and Dec. 31, 2020, other assets include $7 million and $7 million, respectively, of Federal Home Loan Bank stock, at cost.


Non-readily marketable equity securities

Non-readily marketable equity securities do not have readily determinable fair values. These investments are valued using a measurement alternative where the
BNY Mellon 73

Notes to Consolidated Financial Statements (continued)
investments are carried at cost, less any impairment, and plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The observable price changes are recorded in investment and other income on the consolidated income statement. Our non-readily marketable equity securities totaled $144 million at June 30, 2021 and $129 million at Dec. 31, 2020 and are included in equity in a joint venture and other investments in the table above.

The following table presents the adjustments on the non-readily marketable equity securities.

Adjustments on non-readily marketable equity securities Life-to-date
(in millions) 2Q21 1Q21 2Q20 YTD21 YTD20
Upward adjustments $ 6  $ —  $ $ 6  $ $ 59 
Downward adjustments   —  —    —  (4)
Net adjustments $ 6  $ —  $ $ 6  $ $ 55 


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 $1.1 billion at June 30, 2021 and Dec. 31, 2020. Commitments to fund future investments in qualified affordable housing projects totaled $450 million at June 30, 2021 and $514 million at Dec. 31, 2020 and are recorded in other liabilities on the consolidated balance sheet. A summary of the commitments to
fund future investments is as follows: 2021 – $132 million; 2022 – $110 million; 2023 – $151 million; 2024 – $36 million; 2025 – $1 million; and 2026 and thereafter – $20 million.

Tax credits and other tax benefits recognized were $38 million in the second quarter of 2021, $38 million in the first quarter of 2021, $38 million in the second quarter of 2020, $76 million in the first six months of 2021 and $76 million in the first six months of 2020.

Amortization expense included in the provision for income taxes was $32 million in the second quarter of 2021, $32 million in the first quarter of 2021, $31 million in the second quarter of 2020, $64 million in the first six months of 2021 and $62 million in the first six months of 2020.

Investments valued using net asset value (“NAV”) per share

In our Investment and Wealth Management business, we make seed capital investments in certain funds we manage. We also hold private equity investments, specifically small business investment companies (“SBICs”), which are compliant with the Volcker Rule, and certain other corporate investments. Seed capital, private equity and other corporate investments are included in other assets on the consolidated balance sheet. The fair value of certain of these investments was estimated using the NAV per share for our ownership interest in the funds.


The table below presents information on our investments valued using NAV.

Investments valued using NAV June 30, 2021 Dec. 31, 2020
(in millions) Fair value Unfunded 
commitments
Fair value Unfunded
commitments
Seed capital (a)
$ 57  $ 17  $ 52  $ 22 
Private equity investments (SBICs) (b)
110  57  102  52 
Other (c)
46    47  — 
Total $ 213  $ 74  $ 201  $ 74 
(a)    Primarily includes leveraged loans and structured credit funds, which are generally not redeemable. Distributions from such investments will be received as the underlying investments in the funds, which have lives of three to 11 years at both June 30, 2021 and Dec. 31, 2020, are liquidated.
(b)    Private equity investments 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.
(c)    Primarily includes investments in funds that relate to deferred compensation arrangements with employees. Investments in funds can be redeemed on a monthly to quarterly basis with redemption notice periods of up to 95 days.
74 BNY Mellon

Notes to Consolidated Financial Statements (continued)
Note 7–Contract revenue

Fee and other revenue in Investment Services and Investment and Wealth Management is primarily variable, based on levels of assets under custody and/or administration, assets under management and the level of client-driven transactions, as specified in fee schedules. See Note 10 of the Notes to Consolidated Financial Statements in our 2020 Annual Report for information on the nature of our services and revenue recognition. See Note 24 of the Notes to Consolidated Financial Statements in our 2020 Annual Report for additional information on our principal businesses, Investment Services and
Investment and Wealth Management, and the primary services provided.

Disaggregation of contract revenue

Contract revenue is included in fee and other revenue on the consolidated income statement. The following table presents fee and other revenue, disaggregated by type, related to contracts with customers for each business segment. Business segment data has been determined on an internal management basis of accounting, rather than GAAP, which is used for consolidated financial reporting.

Disaggregation of contract revenue by business segment
Quarter ended
June 30, 2021 March 31, 2021 June 30, 2020
(in millions) IS IWM Other Total IS IWM Other Total IS IWM Other Total
Fee and other revenue – contract revenue:
Investment services fees:
Asset servicing fees $ 1,175  $ 24  $ (16) $ 1,183  $ 1,175  $ 25  $ (18) $ 1,182  $ 1,147  $ 25  $ (15) $ 1,157 
Clearing services fees 435      435  455  —  —  455  431  —  —  431 
Issuer services fees 281      281  245  —  —  245  277  —  —  277 
Treasury services fees 164    (1) 163  159  —  160  144  —  145 
Total investment services
fees
2,055  24  (17) 2,062  2,034  25  (17) 2,042  1,999  25  (14) 2,010 
Investment management and performance fees 4  870  (4) 870  883  (5) 882  792  (5) 791 
Financing-related fees 16      16  20  —  —  20  23  —  24 
Distribution and servicing   28  (1) 27  28  —  29  (7) 34  —  27 
Investment and other income 32  (7)   25  36  (11) —  25  62  (41) 24 
Total fee and other revenue – contract revenue 2,107  915  (22) 3,000  2,095  925  (22) 2,998  2,081  811  (16) 2,876 
Fee and other revenue – not in scope of Accounting Standards Codification (“ASC”) 606 (a)(b)
229  37  44  310  250  18  (5) 263  258  27  54  339 
Total fee and other revenue $ 2,336  $ 952  $ 22  $ 3,310  $ 2,345  $ 943  $ (27) $ 3,261  $ 2,339  $ 838  $ 38  $ 3,215 
(a)    Primarily includes asset servicing fees, foreign exchange revenue, financing-related fees, investment and other income (loss) and net securities gains (losses), all of which are accounted for using other accounting guidance.
(b)    The revenue in the Investment and Wealth Management business segment is net of income (loss) attributable to noncontrolling interests related to consolidated investment management funds of $5 million in the second quarter of 2021 and first quarter of 2021 and $15 million in the second quarter of 2020.
IS – Investment Services business segment.
IWM – Investment and Wealth Management business segment.


BNY Mellon 75

Notes to Consolidated Financial Statements (continued)
Disaggregation of contract revenue by business segment
Year-to-date
June 30, 2021 June 30, 2020
(in millions) IS IWM Other Total IS IWM Other Total
Fee and other revenue – contract revenue:
Investment services fees:
Asset servicing fees $ 2,350  $ 49  $ (34) $ 2,365  $ 2,274  $ 48  $ (26) $ 2,296 
Clearing services fees 890      890  901  —  —  901 
Issuer services fees 526      526  540  —  —  540 
Treasury services fees 323      323  293  —  294 
Total investment services fees 4,089  49  (34) 4,104  4,008  48  (25) 4,031 
Investment management and performance fees 8  1,753  (9) 1,752  1,654  (9) 1,654 
Financing-related fees 36      36  51  —  52 
Distribution and servicing 1  56  (1) 56  (19) 77  —  58 
Investment and other income 68  (18)   50  134  (91) 46 
Total fee and other revenue – contract revenue 4,202  1,840  (44) 5,998  4,183  1,689  (31) 5,841 
Fee and other revenue – not in scope of ASC 606 (a)(b)
479  55  39  573  592  (5) 99  686 
Total fee and other revenue $ 4,681  $ 1,895  $ (5) $ 6,571  $ 4,775  $ 1,684  $ 68  $ 6,527 
(a)    Primarily includes asset servicing fees, foreign exchange revenue, financing-related fees, investment and other income (loss) and net securities gains (losses), all of which are accounted for using other accounting guidance.
(b)    The revenue in the Investment and Wealth Management business segment is net of income (loss) attributable to noncontrolling interests related to consolidated investment management funds of $10 million in the first six months of 2021 and $(3) million in the first six months of 2020.
IS – Investment Services business segment.
IWM – Investment and Wealth Management business segment.


Contract balances

Our clients are billed based on fee schedules that are agreed upon in each customer contract. Receivables from customers were $2.7 billion at June 30, 2021 and $2.4 billion at Dec. 31, 2020.

Contract assets represent accrued revenues that have not yet been billed to the customers due to certain contractual terms other than the passage of time and were $113 million at June 30, 2021 and $32 million at Dec. 31, 2020. Accrued revenues recorded as contract assets are usually billed on an annual basis.

Both receivables from customers and contract assets are included in other assets on the consolidated balance sheet.

Contract liabilities represent payments received in advance of providing services under certain contracts and were $189 million at June 30, 2021 and $167 million at Dec. 31, 2020. Contract liabilities are included in other liabilities on the consolidated balance sheet. Revenue recognized in the second quarter of 2021 relating to contract liabilities as of March 31, 2021 was $67 million. Revenue recognized in the first six months of 2021 relating to contract liabilities as of Dec. 31, 2020 was $83 million.
Changes in contract assets and liabilities primarily relate to either party’s performance under the contracts.

Contract costs

Incremental costs for obtaining contracts that are deemed recoverable are capitalized as contract costs. Such costs result from the payment of sales incentives, primarily in the Wealth Management business, and totaled $67 million at June 30, 2021 and $73 million at Dec. 31, 2020. Capitalized sales incentives are amortized based on the transfer of goods or services to which the assets relate and typically average nine years. The amortization of capitalized sales incentives, which is primarily included in staff expense on the consolidated income statement, totaled $5 million in the second quarter of 2021, second quarter of 2020 and first quarter of 2021 and $10 million in the first six months of 2021 and first six months of 2020.

Costs to fulfill a contract are capitalized when they relate directly to an existing contract or a specific anticipated contract, generate or enhance resources that will be used to fulfill performance obligations, and are recoverable. Such costs generally represent set-up costs, which include any direct cost incurred at the inception of a contract which enables the
76 BNY Mellon

Notes to Consolidated Financial Statements (continued)
fulfillment of the performance obligation, and totaled $18 million at June 30, 2021 and $15 million at Dec. 31, 2020. These capitalized costs are amortized on a straight-line basis over the expected contract period, which generally ranges from seven to nine years. The amortization is included in professional, legal and other purchased services and other expenses on the consolidated income statement and totaled less than $1 million in the second quarter of 2021, $2 million in the second quarter of 2020, less than $1 million in the first quarter of 2021, $1 million in the first six months of 2021 and $3 million in the first six months of 2020.
Unsatisfied performance obligations

We do not have any unsatisfied performance obligations other than those that are subject to a practical expedient election under ASC 606, Revenue From Contracts With Customers. The practical expedient election applies to (i) contracts with an original expected length of one year or less, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.


Note 8–Net interest revenue

The following table provides the components of net interest revenue presented on the consolidated income statement.

Net interest revenue Quarter ended Year-to-date
(in millions) June 30, 2021 March 31, 2021 June 30, 2020 June 30, 2021 June 30, 2020
Interest revenue
Deposits with the Federal Reserve and other central banks $ (25) $ (16) $ (7) $ (41) $ 73 
Deposits with banks 11  14  40  25  98 
Federal funds sold and securities purchased under resale agreements 25  32  61  57  457 
Margin loans 49  45  40  94  127 
Non-margin loans 188  185  230  373  539 
Securities:
Taxable 415  450  556  865  1,150 
Exempt from federal income taxes 11  20  12 
Total securities 426  459  562  885  1,162 
Trading securities 11  19  17  30  57 
Total interest revenue 685  738  943  1,423  2,513 
Interest expense
Deposits (49) (37) (17) (86) 223 
Federal funds purchased and securities sold under repurchase agreements (5) (3) (8) 276 
Trading liabilities 2  5 
Other borrowed funds 1  3  11 
Commercial paper   —   
Customer payables   (1) (1) (1) 29 
Long-term debt 91  119  170  210  364 
Total interest expense 40  83  163  123  919 
Net interest revenue 645  655  780  1,300  1,594 
Provision for credit losses (86) (83) 143  (169) 312 
Net interest revenue after provision for credit losses $ 731  $ 738  $ 637  $ 1,469  $ 1,282 


BNY Mellon 77

Notes to Consolidated Financial Statements (continued)
Note 9–Employee benefit plans

The components of net periodic benefit (credit) cost are presented below. The service cost component is reflected in staff expense, whereas the remaining components are reflected in other expense.

Net periodic benefit (credit) cost
Quarter ended
June 30, 2021 March 31, 2021 June 30, 2020
(in millions) Domestic pension benefits Foreign pension benefits Health care benefits Domestic pension benefits Foreign pension benefits Health care benefits Domestic pension benefits Foreign pension benefits Health care benefits
Service cost $   $ 3  $   $ —  $ $ —  $ —  $ $ — 
Interest cost 34  7  1  34  39 
Expected return on assets (75) (8) (1) (75) (9) (2) (79) (9) (2)
Other 24  3    25  —  21  — 
Net periodic benefit (credit) cost
$ (17) $ 5  $   $ (16) $ $ (1) $ (19) $ $ (1)


Net periodic benefit (credit) cost Year-to-date
June 30, 2021 June 30, 2020
(in millions) Domestic pension benefits Foreign pension benefits Health care benefits Domestic pension benefits Foreign pension benefits Health care benefits
Service cost $   $ 7  $   $ —  $ $ — 
Interest cost 68  13  2  78  13 
Expected return on assets (150) (17) (3) (159) (19) (3)
Other 49  7    43  (1)
Net periodic benefit (credit) cost $ (33) $ 10  $ (1) $ (38) $ $ (2)


Note 10–Income taxes

BNY Mellon recorded an income tax provision of $241 million (19.0% effective tax rate) in the second quarter of 2021, $216 million (18.3% effective tax rate) in the second quarter of 2020 and $221 million (19.2% effective tax rate) in the first quarter of 2021.

Our total tax reserves as of June 30, 2021 were $117 million compared with $119 million at Dec. 31, 2020. If these tax reserves were unnecessary, $117 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 June 30, 2021 is accrued interest, where applicable, of $31 million. The additional tax expense related to interest for the six months ended June 30, 2021 was $4 million, compared with $3 million for the six months ended June 30, 2020.

It is reasonably possible the total reserve for uncertain tax positions could decrease within the next 12 months by approximately $1 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 2016. Our New York State income tax returns are closed to examination through 2014. Our New York City income tax returns are closed to examination through 2012. Our UK income tax returns are closed to examination through 2018.


Note 11–Variable interest entities and securitization

We have variable interests in variable interest entities (“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.

We earn management fees from these funds as well as performance fees in certain funds and may also provide start-up capital for new funds. The funds are primarily financed by our customers’ investments in the funds’ equity or debt.

Additionally, we invest in qualified affordable housing and renewable energy projects, which are designed to generate a return primarily through the
78 BNY Mellon

Notes to Consolidated Financial Statements (continued)
realization of tax credits. The projects, which are structured as limited partnerships and limited liability companies, are also VIEs, but are not consolidated.

The following table presents the incremental assets and liabilities included in the consolidated balance
sheet as of June 30, 2021 and Dec. 31, 2020. 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 we invested in the VIE.


Consolidated investments June 30, 2021 Dec. 31, 2020
(in millions) Investment
Management
funds
Securitization Total
consolidated
investments
Investment
Management
funds
Securitization Total
consolidated
investments
Trading assets $ 544  $ 400  $ 944  $ 482  $ 400  $ 882 
Other assets 17    17  — 
Total assets $ 561  (a) $ 400  $ 961  $ 487  (b) $ 400  $ 887 
Other liabilities $ 7  $ 400  $ 407  $ $ 400  $ 403 
Total liabilities $ 7  (a) $ 400  $ 407  $ (b) $ 400  $ 403 
Nonredeemable noncontrolling interests $ 344  (a) $   $ 344  $ 143  (b) $ —  $ 143 
(a)    Includes voting model entities (“VMEs”) with assets of $160 million, liabilities of $2 million and nonredeemable noncontrolling interests of $40 million.
(b)    Includes VMEs with assets of $314 million, liabilities of $3 million and nonredeemable noncontrolling interests of $76 million.


We have 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 June 30, 2021 and Dec. 31, 2020, the following assets and liabilities related to the VIEs where we are
not the primary beneficiary were included in our consolidated balance sheets and primarily related to accounting for our investments in qualified affordable housing and renewable energy projects.

The maximum loss exposure indicated in the following table relates solely to our investments in, and unfunded commitments to, the VIEs.

Non-consolidated VIEs June 30, 2021 Dec. 31, 2020
(in millions) Assets Liabilities Maximum
loss exposure
Assets Liabilities Maximum
loss exposure
Securities – Available-for-sale (a)
$ 212  $   $ 212  $ 217  $ —  $ 217 
Other 2,400  450  2,865  2,565  514  3,096 
(a)    Includes investments in the Company’s sponsored CLOs.


BNY Mellon 79

Notes to Consolidated Financial Statements (continued)
Note 12–Preferred stock

The Parent has 100 million authorized shares of preferred stock with a par value of $0.01 per share. The following table summarizes the Parent’s preferred stock issued and outstanding at June 30, 2021 and Dec. 31, 2020.

Preferred stock summary (a)
Total shares issued and outstanding
Carrying value (b)
(in millions)
June 30, 2021 Dec. 31, 2020 June 30, 2021 Dec. 31, 2020
Per annum dividend rate
Series A
Greater of (i) three-month LIBOR plus 0.565% for the related distribution period or (ii) 4.000%
5,001  5,001  $ 500  $ 500 
Series D
4.500% to but excluding June 20, 2023, then a floating rate equal to the three-month LIBOR plus 2.46%
5,000  5,000  494  494 
Series E
4.950% to but excluding June 20, 2020, then a floating rate equal to the three-month LIBOR plus 3.42%
10,000  10,000  990  990 
Series F
4.625% to but excluding Sept. 20, 2026, then a floating rate equal to the three-month LIBOR plus 3.131%
10,000  10,000  990  990 
Series G
4.700% to but excluding Sept. 20, 2025, then a floating rate equal to the five-year treasury rate plus 4.358%
10,000  10,000  990  990 
Series H
3.700% to but excluding March 20, 2026, then a floating rate equal to the five-year treasury rate plus 3.352%
5,825  5,825  577  577 
Total 45,826  45,826  $ 4,541  $ 4,541 
(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 D, Series E, Series F, Series G and Series H preferred stock is recorded net of issuance costs.


The table below presents the dividends paid on the Parent’s preferred stock.

Preferred dividends paid
(dollars in millions, except per share amounts) Depositary shares
per share
2Q21 1Q21 2Q20 YTD21 YTD20
Per share Total
dividend
Per share Total
dividend
Per share Total
dividend
Per share Total
dividend
Per share Total
dividend
Series A 100  (a) $ 1,011.11  $ 5  $ 1,011.11  $ $ 1,022.22  $ $ 2,022.22  $ 10  $ 2,033.33  $ 10 
Series C 4,000  N/A N/A N/A N/A 1,300.00  N/A N/A 2,600.00  16 
Series D 100  2,250.00  11  N/A —  2,250.00  11  2,250.00  11  2,250.00  11 
Series E 100  911.68  9  924.82  2,475.00  25  1,836.50  18  2,475.00  25 
Series F 100  N/A   2,315.50  23  N/A —  2,315.50  23  2,312.50  23 
Series G 100  N/A   2,350.00  24  N/A —  2,350.00  24  N/A — 
Series H 100  925.00  6  1,408.06  N/A N/A 2,333.06  14  N/A N/A
Total $ 31  $ 69  $ 49  $ 100  $ 85 
(a)    Represents Normal Preferred Capital Securities.
N/A – Not applicable.


In December 2020, all of the outstanding shares of the Series C preferred stock were redeemed.

All of the outstanding shares of the Series A preferred stock are owned by Mellon Capital IV, a 100% owned finance subsidiary of the Parent, which will pass through any dividend on the Series A preferred stock to the holders of its Normal Preferred Capital Securities. The Parent’s obligations under the trust and other agreements relating to Mellon Capital IV
have the effect of providing a full and unconditional guarantee, on a subordinated basis, of payments due on the Normal Preferred Capital Securities. No other subsidiary of the Parent guarantees the securities of Mellon Capital IV.

For additional information on the preferred stock, see Note 15 of the Notes to Consolidated Financial Statements in our 2020 Annual Report.

80 BNY Mellon

Notes to Consolidated Financial Statements (continued)
Note 13–Other comprehensive income (loss)

Components of other comprehensive income (loss) Quarter ended
June 30, 2021 March 31, 2021 June 30, 2020
(in millions) Pre-tax
amount
Tax
(expense)
benefit
After-tax
amount
Pre-tax
amount
Tax
(expense)
benefit
After-tax
amount
Pre-tax
amount
Tax
(expense)
benefit
After-tax
amount
Foreign currency translation:
Foreign currency translation adjustments arising during the period (a)
$ 38  $ 13  $ 51  $ (127) $ (23) $ (150) $ 104  $ 11  $ 115 
Total foreign currency translation 38  13  51  (127) (23) (150) 104  11  115 
Unrealized gain (loss) on assets available-for-sale:
Unrealized gain (loss) arising during period 106  (29) 77  (926) 223  (703) 989  (236) 753 
Reclassification adjustment (b)
(2) 1  (1) —  —  —  (9) (7)
Net unrealized gain (loss) on assets available-for-sale 104  (28) 76  (926) 223  (703) 980  (234) 746 
Defined benefit plans:
Amortization of prior service credit, net loss and initial obligation included in net periodic benefit cost (b)
27  (2) 25  28  (6) 22  24  (5) 19 
Total defined benefit plans 27  (2) 25  28  (6) 22  24  (5) 19 
Unrealized (loss) gain on cash flow hedges:
Unrealized hedge gain arising during period       —  (1)
Reclassification of net loss (gain) to net income:
FX contracts – staff expense (4) 1  (3) (5) (4) (1)
Total reclassifications to net income (4) 1  (3) (5) (4) (1)
Net unrealized (loss) gain on cash flow hedges (4) 1  (3) (4) (3) (2)
Total other comprehensive income (loss) $ 165  $ (16) $ 149  $ (1,029) $ 195  $ (834) $ 1,114  $ (230) $ 884 
(a)    Includes the impact of hedges of net investments in foreign subsidiaries. See Note 16 for additional information.
(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 other expense on the consolidated income statement.


Components of other comprehensive income (loss) Year-to-date
June 30, 2021 June 30, 2020
(in millions) Pre-tax
amount
Tax
(expense)
benefit
After-tax
amount
Pre-tax
amount
Tax
(expense)
benefit
After-tax
amount
Foreign currency translation:
Foreign currency translation adjustments arising during the period (a)
$ (89) $ (10) $ (99) $ (161) $ (93) $ (254)
Total foreign currency translation (89) (10) (99) (161) (93) (254)
Unrealized (loss) gain on assets available-for-sale:
Unrealized (loss) gain arising during period (820) 194  (626) 1,232  (296) 936 
Reclassification adjustment (b)
(2) 1  (1) (18) (14)
Net unrealized (loss) gain on assets available-for-sale (822) 195  (627) 1,214  (292) 922 
Defined benefit plans:
Amortization of prior service credit, net loss and initial obligation included in net periodic benefit cost (b)
55  (8) 47  48  (11) 37 
Total defined benefit plans 55  (8) 47  48  (11) 37 
Unrealized gain (loss) on cash flow hedges:
Unrealized hedge gain (loss) arising during period 1    1  (10) (8)
Reclassification of net (gains) losses to net income:
FX contracts – staff expense (9) 2  (7) (1)
Total reclassifications to net income (9) 2  (7) (1)
Net unrealized (loss) on cash flow hedges (8) 2  (6) (8) (7)
Total other comprehensive (loss) income $ (864) $ 179  $ (685) $ 1,093  $ (395) $ 698 
(a)    Includes the impact of hedges of net investments in foreign subsidiaries. See Note 16 for additional information.
(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 other expense on the consolidated income statement.


BNY Mellon 81

Notes to Consolidated Financial Statements (continued)
Note 14–Fair value measurement

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. A three-level hierarchy for fair value measurements is utilized based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. BNY Mellon’s own creditworthiness is considered when valuing liabilities. See Note 20 of the Notes to Consolidated Financial Statements in our 2020 Annual Report for
information on how we determine fair value and the fair value hierarchy.

The following tables present the financial instruments carried at fair value at June 30, 2021 and Dec. 31, 2020, by caption on the consolidated balance sheet and by the three-level valuation hierarchy. We have included credit ratings information in certain of the tables because the information indicates the degree of credit risk to which we are exposed, and significant changes in ratings classifications could result in increased risk for us.

Assets measured at fair value on a recurring basis at June 30, 2021
Total carrying
value
(dollars in millions) Level 1 Level 2 Level 3
Netting (a)
Assets:
Available-for-sale securities:
U.S. Treasury $ 25,437  $ —  $ —  $ —  $ 25,437 
Agency RMBS —  17,843  —  —  17,843 
Sovereign debt/sovereign guaranteed 5,734  7,461  —  —  13,195 
Supranational —  8,095  —  —  8,095 
Agency commercial MBS —  7,854  —  —  7,854 
Foreign covered bonds —  6,793  —  —  6,793 
CLOs —  5,139  —  —  5,139 
U.S. government agencies —  3,350  —  —  3,350 
Non-agency commercial MBS —  3,280  —  —  3,280 
Foreign government agencies —  2,708  —  —  2,708 
State and political subdivisions —  2,606  —  —  2,606 
Non-agency RMBS (b)
—  2,477  —  —  2,477 
Other ABS —  2,456  —  —  2,456 
Corporate bonds —  2,347  —  —  2,347 
Other debt securities —  —  — 
Total available-for-sale securities 31,171  72,410  —  —  103,581 
Trading assets:
Debt instruments 1,752  1,449  —  —  3,201 
Equity instruments (c)
7,542  —  —  —  7,542 
Derivative assets not designated as hedging:
Interest rate 3,670  —  (1,601) 2,073 
Foreign exchange —  6,774  —  (4,073) 2,701 
Equity and other contracts —  (3)
Total derivative assets not designated as hedging 10,449  —  (5,677) 4,777 
Total trading assets 9,299  11,898  —  (5,677) 15,520 
Other assets:
Derivative assets designated as hedging:
Foreign exchange —  77  —  —  77 
Total derivative assets designated as hedging —  77  —  —  77 
Other assets (d)
494  438  —  —  932 
Total other assets 494  515  —  —  1,009 
Assets measured at NAV (d)
213 
Total assets $ 40,964  $ 84,823  $   $ (5,677) $ 120,323 
Percentage of total assets prior to netting 33  % 67  % —  %
82 BNY Mellon

Notes to Consolidated Financial Statements (continued)
Liabilities measured at fair value on a recurring basis at June 30, 2021
Total carrying
value
(dollars in millions) Level 1 Level 2 Level 3
Netting (a)
Liabilities:
Trading liabilities:
Debt instruments $ 3,536  $ 39  $ —  $ —  $ 3,575 
Equity instruments 121  —  —  —  121 
Derivative liabilities not designated as hedging:
Interest rate 3,162  —  (2,063) 1,101 
Foreign exchange —  6,175  —  (4,531) 1,644 
Equity and other contracts 94  —  (87) 10 
Total derivative liabilities not designated as hedging 9,431  —  (6,681) 2,755 
Total trading liabilities 3,662  9,470  —  (6,681) 6,451 
Long-term debt (c)
—  400  —  —  400 
Other liabilities:
Derivative liabilities designated as hedging:
Interest rate —  469  —  —  469 
Foreign exchange —  106  —  —  106 
Total derivative liabilities designated as hedging —  575  —  —  575 
Other liabilities —  — 
Total other liabilities 581  —  —  582 
Total liabilities $ 3,663  $ 10,451  $   $ (6,681) $ 7,433 
Percentage of total liabilities prior to netting 26  % 74  % —  %
(a)    ASC 815, Derivatives and Hedging, permits the netting of derivative receivables and derivative payables under legally enforceable master netting agreements and permits the netting of cash collateral. Netting is applicable to derivatives not designated as hedging instruments included in trading assets or trading liabilities and derivatives designated as hedging instruments included in other assets or other liabilities. Netting is allocated to the derivative products based on the net fair value of each product.
(b)    Includes $416 million in Level 2 that was included in the former Grantor Trust.
(c)    Includes certain interests in securitizations.
(d)    Includes seed capital, private equity investments and other assets.
BNY Mellon 83

Notes to Consolidated Financial Statements (continued)
Assets measured at fair value on a recurring basis at Dec. 31, 2020
Total carrying
value
(dollars in millions) Level 1 Level 2 Level 3
Netting (a)
Assets:
Available-for-sale securities:
U.S. Treasury $ 24,894  $ —  $ —  $ —  $ 24,894 
Agency RMBS —  22,347  —  —  22,347 
Sovereign debt/sovereign guaranteed 5,909  6,482  —  —  12,391 
Agency commercial MBS —  9,228  —  —  9,228 
Supranational —  7,160  —  —  7,160 
Foreign covered bonds —  6,725  —  —  6,725 
CLOs —  4,703  —  —  4,703 
Foreign government agencies —  4,135  —  —  4,135 
U.S. government agencies —  3,853  —  —  3,853 
Other ABS —  3,164  —  —  3,164 
Non-agency commercial MBS —  3,017  —  —  3,017 
Non-agency RMBS (b)
—  2,326  —  —  2,326 
State and political subdivisions —  2,308  —  —  2,308 
Corporate bonds —  1,994  —  —  1,994 
Commercial paper/CDs —  249  —  —  249 
Other debt securities —  —  — 
Total available-for-sale securities 30,803  77,692  —  —  108,495 
Trading assets:
Debt instruments 1,803  3,868  —  —  5,671 
Equity instruments (c)
5,775  —  —  —  5,775 
Derivative assets not designated as hedging:
Interest rate 4,477  —  (1,952) 2,530 
Foreign exchange —  7,688  —  (6,392) 1,296 
Equity and other contracts —  —  (2) — 
Total derivative assets not designated as hedging 12,167  —  (8,346) 3,826 
Total trading assets 7,583  16,035  —  (8,346) 15,272 
Other assets:
Derivative assets designated as hedging:
Foreign exchange —  19  —  —  19 
Total derivative assets designated as hedging —  19  —  —  19 
Other assets (d)
504  285  —  —  789 
Total other assets 504  304  —  —  808 
Assets measured at NAV (d)
201 
Total assets $ 38,890  $ 94,031  $ —  $ (8,346) $ 124,776 
Percentage of total assets prior to netting 29  % 71  % —  %

84 BNY Mellon

Notes to Consolidated Financial Statements (continued)
Liabilities measured at fair value on a recurring basis at Dec. 31, 2020
Total carrying
value
(dollars in millions) Level 1 Level 2 Level 3
Netting (a)
Liabilities:
Trading liabilities:
Debt instruments $ 2,287  $ 35  $ —  $ —  $ 2,322 
Equity instruments 11  —  —  —  11 
Derivative liabilities not designated as hedging:
Interest rate 3,878  —  (2,348) 1,532 
Foreign exchange —  7,622  —  (5,484) 2,138 
Equity and other contracts 34  —  (13) 28 
Total derivative liabilities not designated as hedging 11,534  —  (7,845) 3,698 
Total trading liabilities 2,307  11,569  —  (7,845) 6,031 
Long-term debt (c)
—  400  —  —  400 
Other liabilities:
Derivative liabilities designated as hedging:
Interest rate —  666  —  —  666 
Foreign exchange —  441  —  —  441 
Total derivative liabilities designated as hedging —  1,107  —  —  1,107 
Other liabilities —  — 
Total other liabilities 1,109  —  —  1,110 
Total liabilities $ 2,308  $ 13,078  $ —  $ (7,845) $ 7,541 
Percentage of total liabilities prior to netting 15  % 85  % —  %
(a)    ASC 815, Derivatives and Hedging, permits the netting of derivative receivables and derivative payables under legally enforceable master netting agreements and permits the netting of cash collateral. Netting is applicable to derivatives not designated as hedging instruments included in trading assets or trading liabilities and derivatives designated as hedging instruments included in other assets or other liabilities. Netting is allocated to the derivative products based on the net fair value of each product.
(b)    Includes $487 million in Level 2 that was included in the former Grantor Trust.
(c)    Includes certain interests in securitizations.
(d)    Includes seed capital, private equity investments and other assets.

BNY Mellon 85

Notes to Consolidated Financial Statements (continued)
Details of certain available-for-sale securities measured at fair value on a recurring basis
June 30, 2021 Dec. 31, 2020
Total
carrying
value
Ratings (a)
Total
carrying value
Ratings (a)
AAA/
AA-
A+/
A-
BBB+/
BBB-
BB+ and
lower
AAA/
AA-
A+/
A-
BBB+/
BBB-
BB+ and
lower
(dollars in millions) (b) (b)
Non-agency RMBS (c), originated in:
2008-2021 $ 1,828  100  %   %   %   % $ 1,548  100  % —  % —  % —  %
2007 135    4    96  179  12  —  85 
2006 207    24    76  237  —  23  —  77 
2005 193  3  6  1  90  227  —  90 
2004 and earlier 114  18  9  5  68  135  19  10  11  60 
Total non-agency RMBS $ 2,477  75  % 3  %   % 22  % $ 2,326  69  % % % 27  %
Non-agency commercial MBS originated in:
2009-2021 $ 3,280  99  % 1  %   %   % $ 3,017  99  % % —  % —  %
Foreign covered bonds:
Canada $ 2,294  100  %   %   %   % $ 2,552  100  % —  % —  % —  %
UK 1,313  100        1,259  100  —  —  — 
Australia 866  100        951  100  —  —  — 
Norway 719  100        703  100  —  —  — 
Germany 625  100        494  100  —  —  — 
Other 976  100        766  100  —  —  — 
Total foreign covered bonds $ 6,793  100  %   %   %   % $ 6,725  100  % —  % —  % —  %
Sovereign debt/sovereign guaranteed:
Germany $ 3,429  100  %   %   %   % $ 2,222  100  % —  % —  % —  %
France 1,898  100        1,697  100  —  —  — 
Italy 1,724      100    2,010  —  —  100  — 
Singapore 1,209  100        984  100  —  —  — 
Spain 1,081    9  91    1,920  —  95  — 
UK 1,041  100        1,089  100  —  —  — 
Canada 662  100        572  100  —  —  — 
Hong Kong 472  100        29  100  —  —  — 
Japan 399    100      408  —  100  —  — 
Netherlands 350  100        491  100  —  —  — 
Austria 293  100        256  100  —  —  — 
Ireland 241    100      252  —  100  —  — 
Other (d)
396  67      33  461  73  —  —  27 
Total sovereign debt/sovereign guaranteed $ 13,195  73  % 6  % 20  % 1  % $ 12,391  62  % % 31  % %
Foreign government agencies:
Netherlands $ 916  100  %   %   %   % $ 847  100  % —  % —  % —  %
Canada 543  77  23      511  75  25  —  — 
France 283  100        305  100  —  —  — 
Sweden 276  100        281  100  —  —  — 
Norway 251  100        273  100  —  —  — 
Finland 196  100        225  100  —  —  — 
Germany 30  100        1,473  100  —  —  — 
Other 213  54  46      220  55  45  —  — 
Total foreign government agencies $ 2,708  92  % 8  %   %   % $ 4,135  95  % % —  % —  %
(a)    Represents ratings by S&P or the equivalent.
(b)    At June 30, 2021 and Dec. 31, 2020, sovereign debt/sovereign guaranteed securities were included in Level 1 and Level 2 in the valuation hierarchy. All other assets in the table are Level 2 assets in the valuation hierarchy.
(c)    Includes $416 million at June 30, 2021 and $487 million at Dec. 31, 2020 that were included in the former Grantor Trust.
(d)    Includes non-investment grade sovereign debt/sovereign guaranteed securities related to Brazil of $129 million at June 30, 2021 and $125 million at Dec. 31, 2020.



86 BNY Mellon

Notes to Consolidated Financial Statements (continued)
Assets and liabilities measured at fair value on a nonrecurring basis

Under certain circumstances, we make adjustments to the fair value of our assets, liabilities and unfunded lending-related commitments, although they are not measured at fair value on an ongoing basis. Examples would be the recording of an impairment of
an asset and non-readily marketable equity securities carried at cost with upward or downward adjustments.

The following table presents the financial instruments carried on the consolidated balance sheet by caption and level in the fair value hierarchy as of June 30, 2021 and Dec. 31, 2020.

Assets measured at fair value on a nonrecurring basis
June 30, 2021 Dec. 31, 2020
Total carrying
value
Total carrying
value
(in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Loans (a)
$   $ 45  $   $ 45  $ —  $ 48  $ —  $ 48 
Other assets (b)
  145    145  —  131  —  131 
Total assets at fair value on a nonrecurring basis $   $ 190  $   $ 190  $ —  $ 179  $ —  $ 179 
(a)    The fair value of these loans decreased less than $1 million in both the second quarter of 2021 and the fourth quarter of 2020, based on the fair value of the underlying collateral, as required by guidance in ASC 326, Financial Instruments – Credit Losses, with an offset to the allowance for credit losses.
(b)    Includes non-readily marketable equity securities carried at cost with upward or downward adjustments and other assets received in satisfaction of debt.


Estimated fair value of financial instruments

The following tables present the estimated fair value and the carrying amount of financial instruments not carried at fair value on the consolidated balance sheet at June 30, 2021 and Dec. 31, 2020, by caption on the consolidated balance sheet and by the valuation hierarchy.

Summary of financial instruments June 30, 2021
(in millions) Level 1 Level 2 Level 3 Total
estimated
fair value
Carrying
amount
Assets:
Interest-bearing deposits with the Federal Reserve and other central banks
$ —  $ 126,355  $ —  $ 126,355  $ 126,355 
Interest-bearing deposits with banks —  21,275  —  21,275  21,270 
Federal funds sold and securities purchased under resale agreements —  29,762  —  29,762  29,762 
Securities held-to-maturity 10,475  42,444  —  52,919  52,325 
Loans (a)
—  62,517  —  62,517  62,355 
Other financial assets 5,154  1,149  —  6,303  6,303 
Total $ 15,629  $ 283,502  $   $ 299,131  $ 298,370 
Liabilities:
Noninterest-bearing deposits $ —  $ 94,081  $ —  $ 94,081  $ 94,081 
Interest-bearing deposits —  243,703  —  243,703  244,589 
Federal funds purchased and securities sold under repurchase agreements —  12,425  —  12,425  12,425 
Payables to customers and broker-dealers —  23,704  —  23,704  23,704 
Borrowings —  642  —  642  642 
Long-term debt —  26,463  —  26,463  25,229 
Total $   $ 401,018  $   $ 401,018  $ 400,670 
(a)    Does not include the leasing portfolio.

BNY Mellon 87

Notes to Consolidated Financial Statements (continued)
Summary of financial instruments Dec. 31, 2020
(in millions) Level 1 Level 2 Level 3 Total estimated
fair value
Carrying
amount
Assets:
Interest-bearing deposits with the Federal Reserve and other central banks
$ —  $ 141,775  $ —  $ 141,775  $ 141,775 
Interest-bearing deposits with banks —  17,310  —  17,310  17,300 
Federal funds sold and securities purchased under resale agreements —  30,907  —  30,907  30,907 
Securities held-to-maturity 4,120  45,104  —  49,224  47,946 
Loans (a)
—  53,586  —  53,586  55,121 
Other financial assets 6,252  1,160  —  7,412  7,412 
Total $ 10,372  $ 289,842  $ —  $ 300,214  $ 300,461 
Liabilities:
Noninterest-bearing deposits $ —  $ 83,854  $ —  $ 83,854  $ 83,854 
Interest-bearing deposits —  257,287  —  257,287  257,691 
Federal funds purchased and securities sold under repurchase agreements —  11,305  —  11,305  11,305 
Payables to customers and broker-dealers —  25,085  —  25,085  25,085 
Borrowings —  563  —  563  563 
Long-term debt —  27,306  —  27,306  25,584 
Total $ —  $ 405,400  $ —  $ 405,400  $ 404,082 
(a)    Does not include the leasing portfolio.


Note 15–Fair value option

We elected fair value as an alternative measurement for selected financial assets and liabilities that are not otherwise required to be measured at fair value, including the assets and liabilities of consolidated investment management funds and certain long-term debt. The following table presents the assets and liabilities of consolidated investment management funds, at fair value.

Assets and liabilities of consolidated investment
management funds, at fair value
June 30, 2021 Dec. 31, 2020
(in millions)
Assets of consolidated investment management funds:
Trading assets $ 544  $ 482 
Other assets 17 
Total assets of consolidated investment management funds $ 561  $ 487 
Liabilities of consolidated investment management funds:
Other liabilities 7 
Total liabilities of consolidated investment management funds $ 7  $


BNY Mellon values the assets and liabilities of its consolidated investment management funds using quoted prices for identical assets or liabilities in active markets or observable inputs such as quoted
prices for similar assets or liabilities. Quoted prices for either identical or similar assets or liabilities in inactive markets may also be used. Accordingly, fair value best reflects the interests BNY Mellon holds in the economic performance of the consolidated investment management funds. Changes in the value of the assets and liabilities are recorded as income (loss) from consolidated investment management funds, which is included in investment and other income in the consolidated income statement.

We have elected the fair value option on $240 million of long-term debt. The fair value of this long-term debt was $400 million at June 30, 2021 and $400 million at Dec. 31, 2020. The long-term debt is valued using observable market inputs and is included in Level 2 of the valuation hierarchy.

The following table presents the changes in fair value of long-term debt recorded in other trading revenue which is included in investment and other income in the consolidated income statement.

Change in fair value of long-term debt (a)
(in millions) 2Q21 1Q21 2Q20 YTD21 YTD20
Investment and other income – other trading revenue
$   $ —  $ (2) $   $ (12)
(a)    The changes in fair value are approximately offset by an economic hedge included in other trading revenue.


88 BNY Mellon

Notes to Consolidated Financial Statements (continued)
Note 16–Derivative instruments

We use derivatives to manage exposure to market risk, including interest rate risk, equity price risk and foreign currency risk, as well as credit risk. Our trading activities are focused on acting as a market-maker for our customers and facilitating customer trades in compliance with the Volcker Rule.

The notional amounts for derivative financial instruments express the dollar volume of the transactions; however, credit risk is much smaller. We perform credit reviews and enter into netting agreements and collateral arrangements to minimize the credit risk of derivative financial instruments. We enter into offsetting positions to reduce exposure to foreign currency, interest rate and equity price risk.

Use of derivative financial instruments involves reliance on counterparties. Failure of a counterparty to honor its obligation under a derivative contract is a risk we assume whenever we engage in a derivative contract. There were no counterparty default losses recorded in the second quarter of 2021.

Hedging derivatives

We utilize interest rate swap agreements to manage our exposure to interest rate fluctuations. We enter into fair value hedges as an interest rate risk management strategy to reduce fair value variability by converting certain fixed rate interest payments associated with available-for-sale securities and long-term debt to floating interest rates. We also utilize interest rate swaps and forward exchange contracts as cash flow hedges to manage our exposure to interest rate and foreign exchange rate changes.

The available-for-sale securities hedged consist of U.S. Treasury, agency and non-agency commercial MBS, sovereign debt/sovereign guaranteed, corporate bonds and foreign covered bonds. At June 30, 2021, $24.4 billion par value of available-for-sale securities were hedged with interest rate swaps designated as fair value hedges that had notional values of $24.4 billion.

The fixed rate long-term debt instruments hedged generally have original maturities of five to 30 years. In fair value hedging relationships, fixed rate debt is hedged with “receive fixed rate, pay variable rate” swaps. At June 30, 2021, $22.6 billion par value of debt was hedged with interest rate swaps designated
as fair value hedges that had notional values of $22.6 billion.

In addition, we utilize forward foreign exchange contracts as hedges to mitigate foreign exchange exposures. We use forward foreign exchange contracts as cash flow hedges to convert certain forecasted non-U.S. dollar revenue and expenses into U.S. dollars. We use forward foreign exchange contracts with maturities of 15 months or less as cash flow hedges to hedge our foreign exchange exposure to currencies such as Indian rupee, British pound, Hong Kong dollar, Polish zloty, Singapore dollar and euro used in revenue and expense transactions for entities that have the U.S. dollar as their functional currency. As of June 30, 2021, the hedged forecasted foreign currency transactions and designated forward foreign exchange contract hedges were $360 million (notional), with a net pre-tax gain of $2 million recorded in accumulated OCI. Over the next 12 months, a gain of $3 million will be reclassified to earnings.

We also utilize forward foreign exchange contracts as fair value hedges of the foreign exchange risk associated with available-for-sale securities. Forward points are designated as an excluded component and amortized into earnings over the hedge period. The unamortized derivative value associated with the excluded component is recognized in accumulated OCI. At June 30, 2021, $147 million par value of available-for-sale securities was hedged with foreign currency forward contracts that had a notional value of $147 million.

Forward foreign exchange contracts are also used to hedge the value of our net investments in foreign subsidiaries. These forward foreign exchange contracts have maturities of less than one year. The derivatives employed are designated as hedges of changes in value of our foreign investments due to exchange rates. The change in fair market value of these forward foreign exchange contracts is reported within foreign currency translation adjustments in shareholders’ equity, net of tax. At June 30, 2021, forward foreign exchange contracts with notional amounts totaling $8.4 billion were designated as net investment hedges.

In addition to forward foreign exchange contracts, we also designate non-derivative financial instruments as hedges of our net investments in foreign subsidiaries. Those non-derivative financial instruments
BNY Mellon 89

Notes to Consolidated Financial Statements (continued)
designated as hedges of our net investments in foreign subsidiaries were all long-term liabilities of BNY Mellon and, at June 30, 2021, had a combined U.S. dollar equivalent carrying value of $181 million.

The following table presents the pre-tax gains (losses) related to our fair value and cash flow hedging activities recognized in the consolidated income statement.

Income statement impact of fair value and cash flow hedges
(in millions) Location of gains (losses) 2Q21 1Q21 2Q20 YTD21 YTD20
Interest rate fair value hedges of available-for-sale securities
Derivative Interest revenue $ (325) $ 791  $ 19  $ 466  $ (1,014)
Hedged item Interest revenue 322  (785) (15) (463) 996 
Interest rate fair value hedges of long-term debt
Derivative Interest expense 22  (353) 47  (331) 761 
Hedged item Interest expense (21) 351  (49) 330  (757)
Foreign exchange fair value hedges of available-for-sale securities
Derivative (a)
Foreign exchange revenue (1) (5) 7  (12)
Hedged item Foreign exchange revenue 1  (7) (6) 12 
Cash flow hedges of forecasted FX exposures
Gain (loss) reclassified from OCI into income Staff expense 4  (3) 9  (2)
Gain (loss) recognized in the consolidated income statement due to fair value and cash flow hedging relationships $ 2  $ 10  $ (1) $ 12  $ (16)
(a)    Includes gains of less than $1 million in the second quarter of 2021, first quarter of 2021, second quarter of 2020, first six months of 2021 and first six months of 2020 associated with the amortization of the excluded component. At June 30, 2021 and Dec. 31, 2020, the remaining accumulated OCI balance associated with the excluded component was de minimis.


The following table presents the impact of hedging derivatives used in net investment hedging relationships.

Impact of derivative instruments used in net investment hedging relationships
(in millions)
Derivatives in net investment hedging relationships Gain or (loss) recognized in accumulated OCI on derivatives Location of gain or (loss) reclassified from accumulated OCI into income Gain or (loss) reclassified from accumulated OCI into income
2Q21 1Q21 2Q20 YTD21 YTD20 2Q21 1Q21 2Q20 YTD21 YTD20
FX contracts $ (62) $ 82  $ (45) $ 20  $ 392  Net interest revenue $   $ —  $ —  $   $ — 


The following table presents information on the hedged items in fair value hedging relationships.

Hedged items in fair value hedging relationships Carrying amount of hedged
asset or liability
Hedge accounting basis adjustment increase (decrease) (a)
(in millions) June 30, 2021 Dec. 31, 2020 June 30, 2021 Dec. 31, 2020
Available-for-sale securities (b)(c)
$ 24,330  $ 17,536  $ 927  $ 1,428 
Long-term debt $ 23,159  $ 14,784  $ 482  $ 783 
(a)    Includes $159 million and $177 million of basis adjustment increases on discontinued hedges associated with available-for-sale securities at June 30, 2021 and Dec. 31, 2020, respectively, and $89 million and $118 million of basis adjustment decreases on discontinued hedges associated with long-term debt at June 30, 2021 and Dec. 31, 2020, respectively.
(b)    Excludes hedged items where only foreign currency risk is the designated hedged risk, as the basis adjustments related to foreign currency hedges will not reverse through the consolidated income statement in future periods. The carrying amount excluded for available-for-sale securities was $147 million at June 30, 2021 and $148 million at Dec. 31, 2020.
(c)    Carrying amount represents the amortized cost.
90 BNY Mellon

Notes to Consolidated Financial Statements (continued)
The following table summarizes the notional amount and carrying values of our total derivative portfolio.

Impact of derivative instruments on the balance sheet Notional value Asset derivatives
fair value
Liability derivatives
fair value
June 30, 2021 Dec. 31, 2020 June 30, 2021 Dec. 31, 2020 June 30, 2021 Dec. 31, 2020
(in millions)
Derivatives designated as hedging instruments: (a)(b)
Interest rate contracts $ 46,961  $ 31,360  $   $ —  $ 469  $ 666 
Foreign exchange contracts 8,916  8,706  77  19  106  441 
Total derivatives designated as hedging instruments     $ 77  $ 19  $ 575  $ 1,107 
Derivatives not designated as hedging instruments: (b)(c)
Interest rate contracts $ 231,744  $ 198,865  $ 3,674  $ 4,482  $ 3,164  $ 3,880 
Foreign exchange contracts 852,013  813,003  6,774  7,688  6,175  7,622 
Equity contracts 6,998  5,142  6  93  37 
Credit contracts 165  165    —  4 
Total derivatives not designated as hedging instruments $ 10,454  $ 12,172  $ 9,436  $ 11,543 
Total derivatives fair value (d)
$ 10,531  $ 12,191  $ 10,011  $ 12,650 
Effect of master netting agreements (e)
(5,677) (8,346) (6,681) (7,845)
Fair value after effect of master netting agreements $ 4,854  $ 3,845  $ 3,330  $ 4,805 
(a)    The fair value of asset derivatives and liability derivatives designated as hedging instruments is recorded as other assets and other liabilities, respectively, on the consolidated balance sheet.
(b)    For derivative transactions settled at clearing organizations, cash collateral exchanged is deemed a settlement of the derivative each day. The settlement reduces the gross fair value of derivative assets and liabilities and results in a corresponding decrease in the effect of master netting agreements, with no impact to the consolidated balance sheet.
(c)    The fair value of asset derivatives and liability derivatives not designated as hedging instruments is recorded as trading assets and trading liabilities, respectively, on the consolidated balance sheet.
(d)    Fair values are on a gross basis, before consideration of master netting agreements, as required by ASC 815, Derivatives and Hedging.
(e)    Effect of master netting agreements includes cash collateral received and paid of $1,022 million and $2,026 million, respectively, at June 30, 2021, and $1,552 million and $1,051 million, respectively, at Dec. 31, 2020.


Trading activities (including trading derivatives)

Our trading activities are focused on acting as a market-maker for our customers, facilitating customer trades and risk-mitigating economic hedging in compliance with the Volcker Rule. The change in the fair value of the derivatives utilized in our trading activities is recorded in foreign exchange revenue and investment and other income on the consolidated income statement.

The following table presents our foreign exchange revenue and other trading revenue.

Foreign exchange revenue and other trading revenue
(in millions) 2Q21 1Q21 2Q20 YTD21 YTD20
Foreign exchange revenue $ 184  $ 231  $ 193  (a) $ 415  $ 438  (a)
Other trading (loss) revenue (1) (7) (8) (a) (8) 58  (a)
(a)    In the first quarter of 2021, we reclassified certain items within total revenue on the consolidated income statement and reclassified prior periods to be comparable with the current period presentation. See Note 1 for additional information.



Foreign exchange revenue includes income from purchasing and selling foreign currencies, currency forwards, futures and options as well as foreign currency remeasurement. Other trading revenue reflects results from trading in cash instruments, including fixed income and equity securities, and trading and economic hedging activity with non-foreign exchange derivatives.

We also use derivative financial instruments as risk-mitigating economic hedges, which are not formally designated as accounting hedges. This includes hedging the foreign currency, interest rate or market risks inherent in some of our balance sheet exposures, such as seed capital investments and deposits, as well as certain investment management fee revenue streams. We also use total return swaps to economically hedge obligations arising from the Company’s deferred compensation plan whereby the participants defer compensation and earn a return linked to the performance of investments they select. The gains or losses on these total return swaps are recorded in staff expense on the consolidated income statement and were gains of $13 million in the second quarter of 2021, $28 million in the second quarter of 2020, $10 million in the first quarter of 2021 and $23
BNY Mellon 91

Notes to Consolidated Financial Statements (continued)
million in the first six months of 2021 and a loss of $13 million in the first six months of 2020.

We manage trading risk through a system of position limits, a value-at-risk (“VaR”) methodology based on historical simulation and other market sensitivity measures. Risk is monitored and reported to senior management by a separate unit, independent from trading, on a daily basis. Based on certain assumptions, the VaR methodology is designed to capture the potential overnight pre-tax dollar loss from adverse changes in fair values of all trading positions. The calculation assumes a one-day holding period, utilizes a 99% confidence level and incorporates non-linear product characteristics. The VaR model is one of several statistical models used to develop economic capital results, which are allocated to lines of business for computing risk-adjusted performance.

VaR methodology does not evaluate risk attributable to extraordinary financial, economic or other occurrences. As a result, the risk assessment process includes a number of stress scenarios based upon the risk factors in the portfolio and management’s assessment of market conditions. Additional stress scenarios based upon historical market events are also performed. Stress tests may incorporate the impact of reduced market liquidity and the breakdown of historically observed correlations and extreme scenarios. VaR and other statistical measures, stress testing and sensitivity analysis are incorporated into other risk management materials.

Counterparty credit risk and collateral

We assess the credit risk of our counterparties through regular examination of their financial statements, confidential communication with the management of those counterparties and regular monitoring of publicly available credit rating information. This and other information is used to develop proprietary credit rating metrics used to assess credit quality.

Collateral requirements are determined after a comprehensive review of the credit quality of each counterparty. Collateral is generally held or pledged in the form of cash and/or highly liquid government securities. Collateral requirements are monitored and adjusted daily.

Additional disclosures concerning derivative financial instruments are provided in Note 14.
Disclosure of contingent features in over-the-counter (“OTC”) derivative instruments

Certain OTC derivative contracts and/or collateral agreements contain credit risk-contingent features triggered upon a rating downgrade in which the counterparty has the right to request additional collateral or the right to terminate the contracts in a net liability position.

The following table shows the aggregate fair value of OTC derivative contracts in net liability positions that contained credit risk-contingent features and the value of collateral that has been posted.

June 30, 2021 Dec. 31, 2020
(in millions)
Aggregate fair value of OTC derivatives in net liability positions (a)
$ 5,244  $ 5,235 
Collateral posted $ 5,711  $ 5,568 
(a)    Before consideration of cash collateral.


The aggregate fair value of OTC derivative contracts containing credit risk-contingent features can fluctuate from quarter to quarter due to changes in market conditions, composition of counterparty trades, new business or changes to the contingent features.

The Bank of New York Mellon, our largest banking subsidiary, enters into the substantial majority of our OTC derivative contracts and/or collateral agreements. As such, the contingent features may be triggered if The Bank of New York Mellon’s long-term issuer rating were downgraded.

The following table shows the fair value of contracts falling under early termination provisions that were in net liability positions for three key ratings triggers.

Potential close-out exposures (fair value) (a)
June 30, 2021 Dec. 31, 2020
(in millions)
If The Bank of New York Mellon’s rating changed to: (b)
A3/A- $ 56  $ 79 
Baa2/BBB $ 507  $ 813 
Ba1/BB+ $ 3,102  $ 2,859 
(a)    The amounts represent potential total close-out values if The Bank of New York Mellon’s long-term issuer rating were to immediately drop to the indicated levels, and do not reflect collateral posted.
(b)    Represents ratings by Moody’s/S&P.


92 BNY Mellon

Notes to Consolidated Financial Statements (continued)
If The Bank of New York Mellon’s debt rating had fallen below investment grade on June 30, 2021 and Dec. 31, 2020, existing collateral arrangements would
have required us to post additional collateral of $43 million and $41 million, respectively.


Offsetting assets and liabilities

The following tables present derivative and financial instruments and their related offsets. There were no derivative instruments or financial instruments subject to a legally enforceable netting agreement for which we are not currently netting.

Offsetting of derivative assets and financial assets at June 30, 2021
Gross assets recognized Gross amounts offset in the balance sheet Net assets recognized in the balance sheet Gross amounts not offset in the balance sheet
(in millions) (a) Financial instruments Cash collateral received Net amount
Derivatives subject to netting arrangements:
Interest rate contracts $ 2,412  $ 1,601  $ 811  $ 239  $ —  $ 572 
Foreign exchange contracts 6,186  4,073  2,113  107  —  2,006 
Equity and other contracts —  — 
Total derivatives subject to netting arrangements
8,605  5,677  2,928  346  —  2,582 
Total derivatives not subject to netting arrangements
1,926  —  1,926  —  —  1,926 
Total derivatives 10,531  5,677  4,854  346  —  4,508 
Reverse repurchase agreements 59,689  41,122  (b) 18,567  18,555  —  12 
Securities borrowing 11,195  —  11,195  10,344  —  851 
Total $ 81,415  $ 46,799  $ 34,616  $ 29,245  $   $ 5,371 
(a)    Includes the effect of netting agreements and net cash collateral received. The offset related to the OTC derivatives was allocated to the various types of derivatives based on the net positions.
(b)    Offsetting of reverse repurchase agreements relates to our involvement in the Fixed Income Clearing Corporation (“FICC”), where we settle government securities transactions on a net basis for payment and delivery through the Fedwire system.


Offsetting of derivative assets and financial assets at Dec. 31, 2020
Gross assets recognized Gross amounts offset in the balance sheet Net assets recognized
in the
balance sheet
Gross amounts not offset in the balance sheet
(in millions) (a) Financial instruments Cash collateral received Net amount
Derivatives subject to netting arrangements:
Interest rate contracts $ 2,972  $ 1,952  $ 1,020  $ 311  $ —  $ 709 
Foreign exchange contracts 7,128  6,392  736  146  —  590 
Equity and other contracts —  —  —  — 
Total derivatives subject to netting arrangements
10,102  8,346  1,756  457  —  1,299 
Total derivatives not subject to netting arrangements
2,089  —  2,089  —  —  2,089 
Total derivatives 12,191  8,346  3,845  457  —  3,388 
Reverse repurchase agreements 78,828  59,561  (b) 19,267  19,252  —  15 
Securities borrowing 11,640  —  11,640  11,166  —  474 
Total $ 102,659  $ 67,907  $ 34,752  $ 30,875  $ —  $ 3,877 
(a)    Includes the effect of netting agreements and net cash collateral received. The offset related to the OTC derivatives was allocated to the various types of derivatives based on the net positions.
(b)    Offsetting of reverse repurchase agreements relates to our involvement in the FICC, where we settle government securities transactions on a net basis for payment and delivery through the Fedwire system.

BNY Mellon 93

Notes to Consolidated Financial Statements (continued)
Offsetting of derivative liabilities and financial liabilities at June 30, 2021
Net liabilities recognized in the balance sheet
Gross liabilities recognized Gross amounts offset in the balance sheet Gross amounts not offset in the balance sheet
(in millions) (a) Financial instruments Cash collateral pledged Net amount
Derivatives subject to netting arrangements:
Interest rate contracts $ 3,619  $ 2,063  $ 1,556  $ 1,486  $ —  $ 70 
Foreign exchange contracts 5,793  4,531  1,262  497  —  765 
Equity and other contracts 93  87  —  — 
Total derivatives subject to netting arrangements
9,505  6,681  2,824  1,983  —  841 
Total derivatives not subject to netting arrangements
506  —  506  —  —  506 
Total derivatives 10,011  6,681  3,330  1,983  —  1,347 
Repurchase agreements 52,216  41,122  (b) 11,094  11,093  — 
Securities lending 1,331  —  1,331  1,253  —  78 
Total $ 63,558  $ 47,803  $ 15,755  $ 14,329  $ 1  $ 1,425 
(a)    Includes the effect of netting agreements and net cash collateral paid. The offset related to the OTC derivatives was allocated to the various types of derivatives based on the net positions.
(b)    Offsetting of repurchase agreements relates to our involvement in the FICC, where we settle government securities transactions on a net basis for payment and delivery through the Fedwire system.


Offsetting of derivative liabilities and financial liabilities at Dec. 31, 2020
Net liabilities recognized
in the
balance sheet
Gross liabilities recognized Gross amounts offset in the balance sheet Gross amounts not offset in the balance sheet
(in millions) (a) Financial instruments Cash collateral pledged Net amount
Derivatives subject to netting arrangements:
Interest rate contracts $ 4,533  $ 2,348  $ 2,185  $ 2,115  $ —  $ 70 
Foreign exchange contracts 7,280  5,484  1,796  143  —  1,653 
Equity and other contracts 37  13  24  —  17 
Total derivatives subject to netting arrangements
11,850  7,845  4,005  2,265  —  1,740 
Total derivatives not subject to netting arrangements
800  —  800  —  —  800 
Total derivatives 12,650  7,845  4,805  2,265  —  2,540 
Repurchase agreements 69,831  59,561  (b) 10,270  10,270  —  — 
Securities lending 1,035  —  1,035  983  —  52 
Total $ 83,516  $ 67,406  $ 16,110  $ 13,518  $ —  $ 2,592 
(a)    Includes the effect of netting agreements and net cash collateral paid. The offset related to the OTC derivatives was allocated to the various types of derivatives based on the net positions.
(b)    Offsetting of repurchase agreements relates to our involvement in the FICC, where we settle government securities transactions on a net basis for payment and delivery through the Fedwire system.


94 BNY Mellon

Notes to Consolidated Financial Statements (continued)
Secured borrowings

The following table presents the contract value of repurchase agreements and securities lending transactions accounted for as secured borrowings by the type of collateral provided to counterparties.

Repurchase agreements and securities lending transactions accounted for as secured borrowings
June 30, 2021 Dec. 31, 2020
Remaining contractual maturity Total Remaining contractual maturity Total
(in millions) Overnight and continuous Up to 30 days 30 days or more Overnight and continuous Up to 30 days 30 days or more
Repurchase agreements:
U.S. Treasury $ 44,545  $ 47  $   $ 44,592  $ 62,381  $ —  $ —  $ 62,381 
Corporate bonds 243  184  1,480  1,907  190  218  1,436  1,844 
Sovereign debt/sovereign guaranteed 433    1,244  1,677  —  —  —  — 
Agency RMBS 1,239      1,239  3,117  —  80  3,197 
State and political subdivisions 31  27  749  807  66  40  864  970 
U.S. government agencies 726      726  425  —  —  425 
Other debt securities 63  14  115  192  21  138  166 
Equity securities   75  1,001  1,076  —  21  827  848 
Total $ 47,280  $ 347  $ 4,589  $ 52,216  $ 66,186  $ 300  $ 3,345  $ 69,831 
Securities lending:
Agency RMBS $ 167  $   $   $ 167  $ 161  $ —  $ —  $ 161 
Other debt securities 86      86  52  —  —  52 
Equity securities 1,078      1,078  822  —  —  822 
Total $ 1,331  $   $   $ 1,331  $ 1,035  $ —  $ —  $ 1,035 
Total secured borrowings $ 48,611  $ 347  $ 4,589  $ 53,547  $ 67,221  $ 300  $ 3,345  $ 70,866 


BNY Mellon’s repurchase agreements and securities lending transactions primarily encounter risk associated with liquidity. We are required to pledge collateral based on predetermined terms within the agreements. If we were to experience a decline in the fair value of the collateral pledged for these transactions, we could be required to provide additional collateral to the counterparty, therefore decreasing the amount of assets available for other liquidity needs that may arise. BNY Mellon also offers tri-party collateral agency services in the tri-party repo market where we are exposed to credit risk. In order to mitigate this risk, we require dealers to fully secure intraday credit.


Note 17–Commitments and contingent liabilities

Off-balance sheet arrangements

In the normal course of business, various commitments and contingent liabilities are outstanding that are not reflected in the accompanying consolidated balance sheets.

Our significant trading and off-balance sheet risks are securities, foreign currency and interest rate risk management products, commercial lending commitments, letters of credit and securities lending indemnifications. We assume these risks to reduce interest rate and foreign currency risks, to provide customers with the ability to meet credit and liquidity needs and to hedge foreign currency and interest rate risks. These items involve, to varying degrees, credit, foreign currency and interest rate risks not recognized on the balance sheet. Our off-balance sheet risks are managed and monitored in manners similar to those used for on-balance sheet risks.

BNY Mellon 95

Notes to Consolidated Financial Statements (continued)
The following table presents a summary of our off-balance sheet credit risks.

Off-balance sheet credit risks June 30, 2021 Dec. 31, 2020
(in millions)
Lending commitments $ 47,098  $ 47,577 
Standby letters of credit (“SBLC”) (a)
2,182  2,265 
Commercial letters of credit 98  60 
Securities lending
indemnifications (b)(c)
495,340  469,121 
(a)Net of participations totaling $129 million at June 30, 2021 and $154 million at Dec. 31, 2020.
(b)Excludes the indemnification for securities for which BNY Mellon acts as an agent on behalf of CIBC Mellon clients, which totaled $61 billion at June 30, 2021 and $62 billion at Dec. 31, 2020.
(c)Includes cash collateral, invested in indemnified repurchase agreements, held by us as securities lending agent of $47 billion at June 30, 2021 and $41 billion at Dec. 31, 2020.


The total potential loss on undrawn lending commitments, standby and commercial letters of credit, and securities lending indemnifications is equal to the total notional amount if drawn upon, which does not consider the value of any collateral.

Since many of the lending commitments are expected to expire without being drawn upon, the total amount does not necessarily represent future cash requirements. A summary of lending commitment maturities is as follows: $29.5 billion in less than one year, $17.0 billion in one to five years and $638 million over five years.

SBLCs principally support obligations of corporate clients and were collateralized with cash and securities of $131 million at June 30, 2021 and $194 million at Dec. 31, 2020. At June 30, 2021, $1.5 billion of the SBLCs will expire within one year, $702 million in one to five years and none over five years.

We must recognize, at the inception of an SBLC and foreign and other guarantees, a liability for the fair value of the obligation undertaken in issuing the guarantee. The fair value of the liability, which was recorded with a corresponding asset in other assets, was estimated as the present value of contractual customer fees. The estimated liability for losses related to SBLCs and foreign and other guarantees, if any, is included in the allowance for lending-related commitments.

Payment/performance risk of SBLCs is monitored using both historical performance and internal ratings criteria. BNY Mellon’s historical experience is that SBLCs typically expire without being funded. SBLCs below investment grade are monitored closely for payment/performance risk. The table below shows SBLCs by investment grade:

Standby letters of credit June 30, 2021 Dec. 31, 2020
Investment grade 86  % 82  %
Non-investment grade 14  % 18  %


A commercial letter of credit is normally a short-term instrument used to finance a commercial contract for the shipment of goods from a seller to a buyer. Although the commercial letter of credit is contingent upon the satisfaction of specified conditions, it represents a credit exposure if the buyer defaults on the underlying transaction. As a result, the total contractual amounts do not necessarily represent future cash requirements. Commercial letters of credit totaled $98 million at June 30, 2021 and $60 million at Dec. 31, 2020.

We expect many of the lending commitments and letters of credit to expire without the need to advance any cash. The revenue associated with guarantees frequently depends on the credit rating of the obligor and the structure of the transaction, including collateral, if any. The allowance for lending-related commitments was $50 million at June 30, 2021 and $121 million at Dec. 31, 2020.

A securities lending transaction is a fully collateralized transaction in which the owner of a security agrees to lend the security (typically through an agent, in our case, 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.

We typically lend securities with indemnification against borrower default. We generally require the borrower to provide collateral with a minimum value of 102% of the fair value of the securities borrowed, which is monitored on a daily basis, thus reducing credit risk. Market risk can also arise in securities lending transactions. These risks are controlled through policies limiting the level of risk that can be undertaken. Securities lending transactions are generally entered into only with highly rated
96 BNY Mellon

Notes to Consolidated Financial Statements (continued)
counterparties. Securities lending indemnifications were secured by collateral of $522 billion at June 30, 2021 and $493 billion at Dec. 31, 2020.

CIBC Mellon, a joint venture between BNY Mellon and the Canadian Imperial Bank of Commerce (“CIBC”), engages in securities lending activities.  CIBC Mellon, BNY Mellon and CIBC jointly and severally indemnify securities lenders against specific types of borrower default. At June 30, 2021 and Dec. 31, 2020, $61 billion and $62 billion, respectively, of borrowings at CIBC Mellon, for which BNY Mellon acts as agent on behalf of CIBC Mellon clients, were secured by collateral of $64 billion and $66 billion, respectively. If, upon a default, a borrower’s collateral was not sufficient to cover its related obligations, certain losses related to the indemnification could be covered by the indemnitors.

Unsettled repurchase and reverse repurchase agreements

In the normal course of business, we enter into repurchase agreements and reverse repurchase agreements that settle at a future date. In repurchase agreements, BNY Mellon receives cash from and provides securities as collateral to a counterparty at settlement. In reverse repurchase agreements, BNY Mellon advances cash to and receives securities as collateral from the counterparty at settlement. These transactions are recorded on the consolidated balance sheet on the settlement date. At June 30, 2021, we had $2.6 billion of unsettled repurchase agreements and $6.4 billion of unsettled reverse repurchase agreements.

Industry concentrations

We have significant industry concentrations related to credit exposure at June 30, 2021. The tables below present our credit exposure in the financial institutions and commercial portfolios.

Financial institutions
portfolio exposure
(in billions)
June 30, 2021
Loans Unfunded
commitments
Total exposure
Securities industry $ 2.4  $ 20.2  $ 22.6 
Asset managers 1.5  6.9  8.4 
Banks 6.0  1.1  7.1 
Insurance 0.2  3.0  3.2 
Government 0.1  0.2  0.3 
Other 0.5  1.0  1.5 
Total $ 10.7  $ 32.4  $ 43.1 

Commercial portfolio
exposure
(in billions)
June 30, 2021
Loans Unfunded
commitments
Total exposure
Manufacturing $ 0.6  $ 3.9  $ 4.5 
Energy and utilities 0.3  4.0  4.3 
Services and other 0.7  3.5  4.2 
Media and telecom 0.1  0.9  1.0 
Total $ 1.7  $ 12.3  $ 14.0 

Major concentrations in securities lending are primarily to broker-dealers and are generally collateralized with cash and/or securities.

Sponsored member repo program

BNY Mellon is a sponsoring member in the FICC sponsored member program, where we submit eligible overnight repurchase and reverse repurchase transactions in U.S. Treasury securities (“Sponsored Member Transactions”) between BNY Mellon and our sponsored member clients for novation and clearing through FICC pursuant to the FICC Government Securities Division rulebook (the “FICC Rules”). We also guarantee to FICC the prompt and full payment and performance of our sponsored member clients’ respective obligations under the FICC Rules in connection with such clients’ Sponsored Member Transactions. We minimize our credit exposure under this guaranty by obtaining a security interest in our sponsored member clients’ collateral and rights under Sponsored Member Transactions. See “Offsetting assets and liabilities” in Note 16 for additional information on our repurchase and reverse repurchase agreements.

Indemnification arrangements

We have provided standard representations for underwriting agreements, acquisition and divestiture agreements, sales of loans and commitments, and other similar types of arrangements and customary indemnification for claims and legal proceedings related to providing financial services that are not otherwise included above. Insurance has been purchased to mitigate certain of these risks. Generally, there are no stated or notional amounts included in these indemnifications and the contingencies triggering the obligation for indemnification are not expected to occur. Furthermore, often counterparties to these transactions provide us with comparable indemnifications. We are unable to develop an estimate of the maximum payout under these indemnifications for several reasons. In addition to
BNY Mellon 97

Notes to Consolidated Financial Statements (continued)
the lack of a stated or notional amount in a majority of such indemnifications, we are unable to predict the nature of events that would trigger indemnification or the level of indemnification for a certain event. We believe, however, that the possibility that we will have to make any material payments for these indemnifications is remote. At June 30, 2021 and Dec. 31, 2020, we have not recorded any material liabilities under these arrangements.

Clearing and settlement exchanges

We are a noncontrolling equity investor in, and/or member of, several industry clearing or settlement exchanges through which foreign exchange, securities, derivatives or other transactions settle. Certain of these industry clearing and settlement exchanges require their members to guarantee their obligations and liabilities and/or to provide liquidity support in the event other members do not honor their obligations. We believe the likelihood that a clearing or settlement exchange (of which we are a member) would become insolvent is remote. Additionally, certain settlement exchanges have implemented loss allocation policies that enable the exchange to allocate settlement losses to the members of the exchange. It is not possible to quantify such mark-to-market loss until the loss occurs. Any ancillary costs that occur as a result of any mark-to-market loss cannot be quantified. In addition, we also sponsor clients as members on clearing and settlement exchanges and guarantee their obligations. At June 30, 2021 and Dec. 31, 2020, we did not record any material liabilities under these arrangements.

Legal proceedings

In the ordinary course of business, The Bank of New York Mellon Corporation and its subsidiaries are routinely named as defendants in or made parties to pending and potential legal actions. We also are subject to governmental and regulatory examinations, information-gathering requests, investigations and proceedings (both formal and informal). Claims for significant monetary damages are often asserted in many of these legal actions, while claims for disgorgement, restitution, penalties and/or other remedial actions or sanctions may be sought in governmental and regulatory matters. It is inherently difficult to predict the eventual outcomes of such matters given their complexity and the particular facts and circumstances at issue in each of these matters. However, on the basis of our current knowledge and
understanding, we do not believe that judgments, settlements or orders, if any, arising from these matters (either individually or in the aggregate, after giving effect to applicable reserves and insurance coverage) will have a material adverse effect on the consolidated financial position or liquidity of BNY Mellon, although they could have a material effect on our results of operations in a given period.

In view of the inherent unpredictability of outcomes in litigation and regulatory matters, particularly where (i) the damages sought are substantial or indeterminate, (ii) the proceedings are in the early stages, or (iii) the matters involve novel legal theories or a large number of parties, as a matter of course there is considerable uncertainty surrounding the timing or ultimate resolution of litigation and regulatory matters, including a possible eventual loss, fine, penalty or business impact, if any, associated with each such matter. In accordance with applicable accounting guidance, we establish accruals for litigation and regulatory matters when those matters proceed to a stage where they present loss contingencies that are both probable and reasonably estimable. In such cases, there may be a possible exposure to loss in excess of any amounts accrued. We regularly monitor such matters for developments that could affect the amount of the accrual, and will adjust the accrual amount as appropriate. If the loss contingency in question is not both probable and reasonably estimable, we do not establish an accrual and the matter continues to be monitored for any developments that would make the loss contingency both probable and reasonably estimable. We believe that our accruals for legal proceedings are appropriate and, in the aggregate, are not material to the consolidated financial position of BNY Mellon, although future accruals could have a material effect on the results of operations in a given period. In addition, if we have the potential to recover a portion of an estimated loss from a third party, we record a receivable up to the amount of the accrual that is probable of recovery.

For certain of those matters described here for which a loss contingency may, in the future, be reasonably possible (whether in excess of a related accrued liability or where there is no accrued liability), BNY Mellon is currently unable to estimate a range of reasonably possible loss. For those matters described here where BNY Mellon is able to estimate a reasonably possible loss, the aggregate range of such reasonably possible loss is up to $735 million in
98 BNY Mellon

Notes to Consolidated Financial Statements (continued)
excess of the accrued liability (if any) related to those matters. For matters where a reasonably possible loss is denominated in a foreign currency, our estimate is adjusted quarterly based on prevailing exchange rates. We do not consider potential recoveries when estimating reasonably possible losses.

The following describes certain judicial, regulatory and arbitration proceedings involving BNY Mellon:

Mortgage-Securitization Trusts Proceedings
The Bank of New York Mellon has been named as a defendant in a number of legal actions brought by MBS investors alleging that the trustee has expansive duties under the governing agreements, including the duty to investigate and pursue breach of representation and warranty claims against other parties to the MBS transactions. Three actions commenced in December 2014, December 2015 and February 2017 are pending in New York federal court; and one action commenced in May 2016 is pending in New York state court.

Matters Related to R. Allen Stanford
In late December 2005, Pershing LLC (“Pershing”) became a clearing firm for Stanford Group Co. (“SGC”), a registered broker-dealer that was part of a group of entities ultimately controlled by R. Allen Stanford (“Stanford”). Stanford International Bank, also controlled by Stanford, issued certificates of deposit (“CDs”). Some investors allegedly wired funds from their SGC accounts to purchase CDs. In 2009, the Securities and Exchange Commission charged Stanford with operating a Ponzi scheme in connection with the sale of CDs, and SGC was placed into receivership. Alleged purchasers of CDs have filed two putative class action proceedings against Pershing: one in November 2009 in Texas federal court, and one in May 2016 in New Jersey federal court. After dismissals, three lawsuits remain against Pershing in Louisiana and New Jersey federal courts, which were filed in January 2010, October 2015 and May 2016. The purchasers allege that Pershing, as SGC’s clearing firm, assisted Stanford in a fraudulent scheme and assert contractual, statutory and common law claims. In March 2019, a group of investors filed a putative class action against The Bank of New York Mellon in New Jersey federal court, making the same allegations as in the prior actions brought against Pershing. All the cases that have been brought in federal court against Pershing and the case brought against The Bank of New York Mellon have been consolidated in Texas federal court for discovery
purposes. In July 2020, after being enjoined from pursuing claims before the Financial Industry Regulatory Authority, Inc. (“FINRA”), an investment firm filed an action against Pershing in Texas federal court. This action has been resolved. Various alleged Stanford CD purchasers asserted similar claims in FINRA arbitration proceedings, all of which have been settled or decided.

Brazilian Postalis Litigation
BNY Mellon Servicos Financeiros DTVM S.A. (“DTVM”), a subsidiary that provides asset services in Brazil, acts as administrator for certain investment funds in which a public pension fund for postal workers called Postalis-Instituto de Seguridade Social dos Correios e Telégrafos (“Postalis”) invested. On Aug. 22, 2014, Postalis sued DTVM in Rio de Janeiro, Brazil for losses related to a Postalis fund for which DTVM is administrator. Postalis alleges that DTVM failed to properly perform duties, including to conduct due diligence of and exert control over the manager. On March 12, 2015, Postalis filed a lawsuit in Rio de Janeiro against DTVM and BNY Mellon Administração de Ativos Ltda. (“Ativos”) alleging failure to properly perform duties relating to another fund of which DTVM is administrator and Ativos is manager. On Dec. 14, 2015, Associacão dos Profissionais dos Correios (“ADCAP”), a Brazilian postal workers association, filed a lawsuit in São Paulo against DTVM and other defendants alleging that DTVM improperly contributed to Postalis investment losses. On March 20, 2017, the lawsuit was dismissed without prejudice, and ADCAP has appealed that decision. On Dec. 17, 2015, Postalis filed three lawsuits in Rio de Janeiro against DTVM and Ativos alleging failure to properly perform duties with respect to investments in several other funds. On May 20, 2021, the court in one of those lawsuits entered a $3 million judgment against DTVM and Ativos, which DTVM and Ativos intend to appeal. On Feb. 4, 2016, Postalis filed a lawsuit in Brasilia against DTVM, Ativos and BNY Mellon Alocação de Patrimônio Ltda. (“Alocação de Patrimônio”), an investment management subsidiary, alleging failure to properly perform duties and liability for losses with respect to investments in various funds of which the defendants were administrator and/or manager. On Jan. 16, 2018, the Brazilian Federal Prosecution Service (“MPF”) filed a civil lawsuit in São Paulo against DTVM alleging liability for Postalis losses based on alleged failures to properly perform certain duties as administrator to certain funds in which Postalis invested or as controller of Postalis’s own
BNY Mellon 99

Notes to Consolidated Financial Statements (continued)
investment portfolio. On April 18, 2018, the court dismissed the lawsuit without prejudice, and the MPF has appealed that decision. In addition, the Tribunal de Contas da União (“TCU”), an administrative tribunal, has initiated two proceedings with the purpose of determining liability for losses to two investment funds administered by DTVM in which Postalis was the exclusive investor. On Sept. 9, 2020, TCU rendered a decision in one of the proceedings, finding DTVM and two former Postalis directors jointly and severally liable for approximately $45 million. TCU also imposed on DTVM a fine of approximately $2 million. DTVM has filed an administrative appeal of the decision. On Oct. 4, 2019, Postalis and another pension fund filed a request for arbitration in São Paulo against DTVM and Ativos alleging liability for losses to an investment fund for which DTVM was administrator and Ativos was manager. On March 26, 2021, DTVM and Ativos filed a lawsuit challenging the decision rendered by the Arbitration Court with respect to its jurisdiction over the case. On Oct. 25, 2019, Postalis filed a lawsuit in Rio de Janeiro against DTVM and Alocação de Patrimônio, alleging liability for losses in another fund for which DTVM was administrator and Alocação de Patrimônio and Ativos were managers. On June 19, 2020, a lawsuit was filed in federal court in Rio de Janeiro against DTVM, Postalis, and various other defendants alleging liability against DTVM for certain Postalis losses in an investment fund of which DTVM was administrator. On Feb. 10, 2021, Postalis and another pension fund served DTVM in a lawsuit filed in Rio de Janeiro, alleging liability for losses in another investment fund for which DTVM was administrator and the other defendant was manager.

Brazilian Silverado Litigation
DTVM acts as administrator for the Fundo de Investimento em Direitos Creditórios Multisetorial Silverado Maximum (“Silverado Maximum Fund”), which invests in commercial credit receivables. On June 2, 2016, the Silverado Maximum Fund sued DTVM in its capacity as administrator, along with Deutsche Bank S.A. - Banco Alemão in its capacity as custodian and Silverado Gestão e Investimentos Ltda. in its capacity as investment manager. The Fund alleges that each of the defendants failed to fulfill its respective duty, and caused losses to the Fund for which the defendants are jointly and severally liable.

German Tax Matters
German authorities are investigating past “cum/ex” trading, which involved the purchase of equity securities on or shortly before the dividend date, but settled after that date, potentially resulting in an unwarranted refund of withholding tax. German authorities have taken the view that past cum/ex trading may have resulted in tax avoidance or evasion. European subsidiaries of BNY Mellon have been informed by German authorities about investigations into potential cum/ex trading by certain third-party investment funds, where one of the subsidiaries had acquired entities that served as depositary and/or fund manager for those third-party investment funds. We have received information requests from the authorities relating to pre-acquisition activity and are cooperating fully with those requests. In August 2019, the District Court of Bonn ordered that one of these subsidiaries be joined as a secondary party in connection with the prosecution of unrelated individual defendants. Trial commenced in September 2019. In March 2020, the court stated that it would refrain from taking action against the subsidiary in order to expedite the conclusion of the trial. The court convicted the unrelated individual defendants, and determined that the cum/ex trading activities of the relevant third-party investment funds were unlawful. In November and December 2020, we received secondary liability notices from the German tax authorities totaling approximately $150 million related to pre-acquisition activity in various funds for which the entities we acquired were depositary and/or fund manager. We have appealed the notices. In connection with the acquisition of the subject entities, we obtained an indemnity for liabilities from the sellers that we intend to pursue as necessary.

Note 18–Lines of business

We have an internal information system that produces performance data along product and service lines for our two principal businesses and the Other segment. The primary products and services and types of revenue for our principal businesses and a description of the Other segment are presented in Note 24 of the Notes to Consolidated Financial Statements in our 2020 Annual Report.


100 BNY Mellon

Notes to Consolidated Financial Statements (continued)
Business accounting principles

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

Business results are subject to reclassification when organizational changes are made, or for refinements in revenue and expense allocation methodologies. Refinements are typically reflected on a prospective basis. There were no reclassification or organization changes in the second quarter of 2021.

The accounting policies of the businesses are the same as those described in Note 1 of the Notes to Consolidated Financial Statements in our 2020 Annual Report.

The results of our businesses are presented and analyzed on an internal management reporting basis.

Revenue amounts reflect fee and other revenue generated by each business and include revenue for services provided between the segments that are also provided to third parties. Fee and other revenue transferred between businesses under revenue transfer agreements is included within other revenue in each business.
Revenues and expenses associated with specific client bases are included in those businesses. For example, foreign exchange activity associated with clients using custody products is included in Investment Services.
Net interest revenue is allocated to businesses based on the yields on the assets and liabilities generated by each business. We employ a funds transfer pricing system that matches funds with the
specific assets and liabilities of each business based on their interest sensitivity and maturity characteristics.
The provision for credit losses associated with the respective credit portfolios is reflected in each business segment.
Incentives expense related to restricted stock and RSUs is allocated to the businesses.
Support and other indirect expenses, including services provided between segments that are not provided to third parties or not subject to a revenue transfer agreement, are allocated to businesses based on internally developed methodologies and reflected in noninterest expense.
Recurring FDIC expense is allocated to the businesses based on average deposits generated within each business.
Litigation expense is generally recorded in the business in which the charge occurs.
Management of the securities portfolio is a shared service contained in the Other segment. As a result, gains and losses associated with the valuation of the securities portfolio are generally included in the Other segment.
Client deposits serve as the primary funding source for our securities portfolio. We typically allocate all interest revenue to the businesses generating the deposits. Accordingly, accretion related to the portion of the securities portfolio restructured in 2009 has been included in the results of the businesses.
Balance sheet assets and liabilities and their related income or expense are specifically assigned to each business. Businesses with a net liability position have been allocated assets.
Goodwill and intangible assets are reflected within individual businesses.


BNY Mellon 101

Notes to Consolidated Financial Statements (continued)
The following consolidating schedules present the contribution of our businesses to our overall profitability.

For the quarter ended June 30, 2021
Investment
Services
Investment
and Wealth Management
Other Consolidated
(dollars in millions)
Total fee and other revenue $ 2,336  $ 952  (a) $ 22  $ 3,310  (a)
Net interest revenue (expense) 643  47  (45) 645 
Total revenue (loss) 2,979  999  (a) (23) 3,955  (a)
Provision for credit losses (77) (4) (5) (86)
Noninterest expense 2,052  677  49  2,778 
Income (loss) before income taxes $ 1,004  $ 326  (a) $ (67) $ 1,263  (a)
Pre-tax operating margin (b)
34  % 33  % N/M 32  %
Average assets $ 383,330  $ 30,370  $ 38,629  $ 452,329 
(a)    Total fee and other revenue, total revenue and income before income taxes are net of noncontrolling interests of $5 million.
(b)    Income before income taxes divided by total revenue.
N/M – Not meaningful.


For the quarter ended March 31, 2021
Investment
Services
Investment
and Wealth Management
Other Consolidated
(dollars in millions)
Total fee and other revenue (loss) $ 2,345  $ 943  (a) $ (27) $ 3,261  (a)
Net interest revenue (expense) 645  48  (38) 655 
Total revenue (loss) 2,990  991  (a) (65) 3,916  (a)
Provision for credit losses (79) (8) (83)
Noninterest expense 2,101  709  41  2,851 
Income (loss) before income taxes $ 968  $ 278  (a) $ (98) $ 1,148  (a)
Pre-tax operating margin (b)
32  % 28  % N/M 29  %
Average assets $ 385,054  $ 32,066  $ 43,259  $ 460,379 
(a)    Total fee and other revenue, total revenue and income before income taxes are net of noncontrolling interests of $5 million.
(b)    Income before income taxes divided by total revenue.
N/M – Not meaningful.


For the quarter ended June 30, 2020
Investment
Services
Investment
and Wealth Management
Other Consolidated
(dollars in millions)
Total fee and other revenue $ 2,339  $ 838  (a) $ 38  $ 3,215  (a)
Net interest revenue (expense) 768  48  (36) 780 
Total revenue 3,107  886  (a) 3,995  (a)
Provision for credit losses 145  (9) 143 
Noninterest expense 1,989  658  39  2,686 
Income (loss) before income taxes $ 973  $ 221  (a) $ (28) $ 1,166  (a)
Pre-tax operating margin (b)
31  % 25  % N/M 29  %
Average assets $ 335,288  $ 30,327  $ 49,744  $ 415,359 
(a)    Total fee and other revenue, total revenue and income before income taxes are net of noncontrolling interests of $15 million.
(b)    Income before income taxes divided by total revenue.
N/M – Not meaningful.


102 BNY Mellon

Notes to Consolidated Financial Statements (continued)
For the six months ended June 30, 2021
Investment
Services
Investment and Wealth
Management
Other Consolidated
(dollars in millions)
Total fee and other revenue (loss) $ 4,681  $ 1,895  (a) $ (5) $ 6,571  (a)
Net interest revenue (expense) 1,288  95  (83) 1,300 
Total revenue (loss) 5,969  1,990  (a) (88) 7,871  (a)
Provision for credit losses (156)   (13) (169)
Noninterest expense 4,153  1,386  90  5,629 
Income (loss) before income taxes $ 1,972  $ 604  (a) $ (165) $ 2,411  (a)
Pre-tax operating margin (b)
33  % 30  % N/M 31  %
Average assets $ 384,187  $ 31,213  $ 40,932  $ 456,332 
(a)    Total fee and other revenue, total revenue and income before income taxes are net of noncontrolling interests of $10 million.
(b)    Income before income taxes divided by total revenue.
N/M – Not meaningful.


For the six months ended June 30, 2020
Investment
Services
Investment and Wealth
Management
Other Consolidated
(dollars in millions)
Total fee and other revenue $ 4,775  $ 1,684  (a) $ 68  $ 6,527  (a)
Net interest revenue (expense) 1,574  100  (80) 1,594 
Total revenue (loss) 6,349  1,784  (a) (12) 8,121  (a)
Provision for credit losses 294  16  312 
Noninterest expense 3,976  1,353  69  5,398 
Income (loss) before income taxes $ 2,079  $ 415  (a) $ (83) $ 2,411  (a)
Pre-tax operating margin (b)
33  % 23  % N/M 30  %
Average assets $ 319,689  $ 30,435  $ 50,194  $ 400,318 
(a)    Total fee and other revenue, total revenue and income before income taxes are net of noncontrolling interests of $(3) million.
(b)    Income before income taxes divided by total revenue.
N/M – Not meaningful.


Note 19–Supplemental information to the Consolidated Statement of Cash Flows

Non-cash investing and financing transactions that, appropriately, are not reflected in the consolidated statement of cash flows are listed below.

Non-cash investing and financing transactions Six months ended June 30,
(in millions) 2021 2020
Transfers from loans to other assets for other real estate owned $ 1  $ — 
Change in assets of consolidated investment management funds 74  215 
Change in liabilities of consolidated investment management funds 4 
Change in nonredeemable noncontrolling interests of consolidated investment management funds 201  10 
Securities purchased not settled 866  1,730 
Securities sold not settled 100  — 
Available-for-sale securities transferred to held-to-maturity 5,945  — 
Premises and equipment/operating lease obligations 56  66 

BNY Mellon 103

Item 4. Controls and Procedures
Disclosure controls and procedures

Our management, including the Chief Executive Officer and Chief Financial Officer, with participation by the members of the Disclosure Committee, has responsibility for ensuring that there is an adequate and effective process for establishing, maintaining, and evaluating disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in our SEC reports is timely recorded, processed, summarized and reported and that information required to be disclosed by BNY Mellon is accumulated and communicated to BNY Mellon’s management to allow timely decisions regarding the required disclosure. In addition, our ethics hotline can also be used by employees and others for the anonymous communication of concerns about financial controls or reporting matters. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Changes in internal control over financial reporting

In the ordinary course of business, we may routinely modify, upgrade or enhance our internal controls and procedures for financial reporting. There have not been any changes in our internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act during the second quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

104 BNY Mellon

Forward-looking Statements
Some statements in this Quarterly Report are forward-looking. These include 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, risk and capital management and processes, goals, strategies, outlook, objectives, expectations (including those regarding our performance results, expenses, nonperforming assets, products, impacts of currency fluctuations, impacts of money market fee waivers, deposits, impacts of trends on our businesses, regulatory, technology, market, economic or accounting developments and the impacts of such developments on our businesses, legal proceedings and other contingencies), human capital management (including related ambitions, objectives, aims and goals), effective tax rate, net interest revenue, estimates (including those regarding expenses, losses inherent in our credit portfolios and capital ratios), intentions (including those regarding our capital returns and expenses, including our investments in technology and pension expense), targets, opportunities, potential actions, growth and initiatives, including the potential effects of the coronavirus pandemic on any of the foregoing.

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,” “ambition,” “objective,” “aim,” “future,” “potentially,” “outlook” 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 “Risk Factors” in our 2020 Annual Report, such as:
errors or delays in our operational and transaction processing may materially adversely affect our business, financial condition, results of operations and reputation;
our risk management framework, models and processes may not be effective in mitigating risk and reducing the potential for losses;
the coronavirus pandemic is adversely affecting us and creates significant risks and uncertainties for our business, and the ultimate impact of the pandemic on us will depend on future
developments, which are highly uncertain and cannot be predicted;
a communications or technology disruption or failure within our infrastructure or the infrastructure of third parties that results in a loss of information, delays our ability to access 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 the theft, loss, unauthorized access to, disclosure, use or alteration of information, system or network failures, or loss of access to information. Any such incident or failure could adversely impact our ability to conduct our businesses, damage our reputation and cause losses;
we are subject to extensive government rulemaking, policies, regulation and supervision that impact our operations. Changes to and introduction of new 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;
regulatory or enforcement actions or litigation could materially adversely affect our results of operations or harm our businesses or reputation;
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;
a failure or circumvention of our controls and procedures could have a material adverse effect on our business, financial condition, results of operations and reputation;
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, financial condition and results of operations;
BNY Mellon 105

Forward-looking Statements (continued)
changes in interest rates and yield curves have had, and may in the future continue to have, a material adverse effect on our profitability;
we may experience losses on securities related to volatile and illiquid market conditions, reducing our earnings and impacting our financial condition;
transitions away from and the replacement of LIBOR and other interbank offered rates could adversely impact our business, financial condition and results of operations;
following the end of the transition period, the UK and the EU have not agreed to alternatives to the “passporting rights,” which may result in negative effects on global economic conditions, global financial markets, and our business, financial condition and results of operations;
the failure or perceived weakness of any of our significant clients or counterparties, many of whom are major financial institutions or sovereign entities, and our assumption of credit and counterparty risk, could expose us to loss and adversely affect our business;
we could incur losses if our allowance for credit losses, including loan and lending-related commitment reserves, is inadequate or if our expectations of future economic conditions deteriorate;
our business, financial condition and results of operations could be adversely affected if we do not effectively manage our liquidity;
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;
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 capital planning, applicable provisions of Delaware law and our failure to pay full and timely dividends on our preferred stock;
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 business, financial condition and results of operations and on the value of the securities we issue;
the application of our Title I preferred resolution strategy or resolution under the Title II orderly liquidation authority could adversely affect the Parent’s liquidity and financial condition and the Parent’s security holders;
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, retain and motivate employees;
our strategic transactions present risks and uncertainties and could have an adverse effect on our business, financial condition and results of operations;
our businesses may be negatively affected by adverse events, publicity, government scrutiny or other reputational harm;
climate change concerns could adversely affect our business, affect client activity levels and damage our reputation;
impacts from natural disasters, climate change, acts of terrorism, pandemics, global conflicts and other geopolitical events may have a negative impact on our business and operations;
tax law changes 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; and
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 2020 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 website referenced herein are not part of this report.

106 BNY Mellon

Part II – Other Information
Item 1. Legal Proceedings.

The information required by this Item is set forth in the “Legal proceedings” section in Note 17 of the Notes to Consolidated Financial Statements, which portion is incorporated herein by reference in response to this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(c)    The following table discloses repurchases of our common stock made in the second quarter of 2021. All of the Company’s preferred stock outstanding has preference over the Company’s common stock with respect to the payment of dividends.

Issuer purchases of equity securities

Share repurchases – second quarter of 2021
Total shares
repurchased as
 part of a publicly
announced plan
or program
Maximum approximate dollar value of shares that may yet be purchased under the publicly announced plans or programs at June 30, 2021
(dollars in millions, except per share amounts; common shares in thousands) Total shares
repurchased
Average price
per share
April 2021 12,063  $ 48.01  12,063  $ 3,171 
May 2021 507  50.07  507  3,146 
June 2021 264  51.94  264  3,132 
Second quarter of 2021 (a)
12,834  $ 48.17  12,834  $ 6,000  (b)
(a)    Includes 70 thousand shares repurchased at a purchase price of $3 million from employees, primarily in connection with the employees’ payment of taxes upon the vesting of restricted stock. The average price per share of open market repurchases was $48.20.
(b)    Represents the maximum value of the shares to be repurchased through the fourth quarter of 2022 under the share repurchase plan announced in June 2021 and includes shares repurchased in connection with employee benefit plans.


In December 2020, in connection with the Federal Reserve’s release of the second round of CCAR stress tests during 2020, we announced a share repurchase plan approved by our Board of Directors. This program provided for the repurchase of up to $4.451 billion from the third quarter of 2020 through the third quarter of 2021. Any repurchases during that period were made in a manner consistent with any applicable distribution limitations imposed by the Federal Reserve.

In June 2021, in connection with the Federal Reserve’s release of the 2021 CCAR stress tests, we announced a share repurchase program approved by our Board of Directors providing for the repurchase of up to $6.0 billion of common stock beginning in the third quarter of 2021 and continuing through the fourth quarter of 2022. This new share repurchase plan replaced all previously authorized share repurchase plans.

Share repurchases may be executed through open market repurchases, in privately negotiated transactions or by other means, including through repurchase plans designed to comply with Rule 10b5-1 and other derivative, accelerated share 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 limitations and considerations.

Item 6. Exhibits.

The list of exhibits required to be filed as exhibits to this report appears below.
BNY Mellon 107

Index to Exhibits
Exhibit No. Description Method of Filing
3.1 Restated Certificate of Incorporation of The Bank of New York Mellon Corporation.
3.2 Certificate of Amendment to the The Bank of New York Mellon Corporation’s Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on April 9, 2019.
3.3 Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series A Noncumulative Preferred Stock, dated June 15, 2007.
3.4 Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series D Noncumulative Perpetual Preferred Stock, dated May 16, 2013.
3.5 Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series E Noncumulative Perpetual Preferred Stock, dated April 27, 2015.
3.6 Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series F Noncumulative Perpetual Preferred Stock, dated July 29, 2016.
3.7 Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series G Noncumulative Perpetual Preferred Stock, dated May 15, 2020.
3.8 Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series H Noncumulative Perpetual Preferred Stock, dated Nov. 2, 2020.
3.9 Amended and Restated By-Laws of The Bank of New York Mellon Corporation, as amended and restated on Feb. 12, 2018.
108 BNY Mellon

Index to Exhibits (continued)
Exhibit No. Description Method of Filing
4.1
None of the instruments defining the rights of holders of long-term debt of the Parent or any of its subsidiaries represented long-term debt in excess of 10% of the total assets of the Company as of June 30, 2021. The Company hereby agrees to furnish to the Commission, upon request, a copy of any such instrument.
N/A
10.1 2021 Form of Restricted Stock Unit Agreement.
10.2 2021 Form of Performance Share Agreement.
22.1 Subsidiary Issuer of Guaranteed Securities.
31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document. Filed herewith.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. Filed herewith.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. Filed herewith.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith.
104
The cover page of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in inline XBRL.
The cover page interactive data file is embedded within the inline XBRL document and included in Exhibit 101.
BNY Mellon 109







SIGNATURE








Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.









THE BANK OF NEW YORK MELLON CORPORATION
(Registrant)
Date: August 5, 2021 By: /s/ Kurtis R. Kurimsky
Kurtis R. Kurimsky
Corporate Controller
(Duly Authorized Officer and
Principal Accounting Officer of
the Registrant)


110 BNY Mellon

Exhibit 10.1
FORM OF RESTRICTED STOCK UNIT AGREEMENT

THE BANK OF NEW YORK MELLON CORPORATION
2019 LONG-TERM INCENTIVE PLAN
FORM OF NOTICE OF AWARD - RESTRICTED STOCK UNITS – EXECUTIVE COMMITTEE GENERAL

Subject to the terms and conditions of The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan (the “Plan”), this Notice of Award - Restricted Stock Units – Executive Committee General (the “Award Notice”), and the Terms and Conditions of Restricted Stock Units – Executive Committee General (the “Terms and Conditions”), The Bank of New York Mellon Corporation (the “Corporation”) grants you restricted stock units (“RSUs”) as reflected below and on the Corporation’s equity award website (the “Equity Website”). Each RSU represents the opportunity to receive one (1) share of the Corporation’s common stock, par value $.01 (“Common Stock”), upon satisfaction of the terms and conditions as set forth in the Award Notice and the Terms and Conditions (collectively, the “Award Agreement”), subject to the terms of the Plan.

Participant [PARTICIPANT NAME]
Grant Date [GRANT DATE]
Number of RSUs [NUMBER OF SHARES GRANTED]
Vesting Schedule – Please refer to Appendix

A Vesting Date may be delayed if and to the extent the Risk Adjustment Process set forth in Exhibit A is not completed by such date subject to Section 4.1 of the Terms and Conditions.
Risk Adjustment Process - Unvested RSUs (and accrued dividends) are subject to forfeiture based upon the Risk Adjustment Process set forth in Exhibit A.

THE CORPORATION’S GRANT OF RSUs AS REFLECTED HEREIN IS CONTINGENT UPON YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF THE AWARD AGREEMENT AND THE PLAN ELECTRONICALLY ON THE EQUITY WEBSITE ON OR BEFORE [GRANT ACCEPT BY DATE] (THE “ACCEPTANCE DEADLINE”). IF YOU FAIL TO DO SO, THE CORPORATION’S GRANT OF RSUs AS REFLECTED HEREIN SHALL BE NULL AND VOID, AND SHALL NOT BE RE-INSTATED.

BY ELECTRONICALLY ACKNOWLEDGING AND ACCEPTING THE CORPORATION’S GRANT OF RSUS, YOU AFFIRMATIVELY AND EXPRESSLY AGREE:

(1)    SUCH ACKNOWLEDGEMENT AND ACCEPTANCE CONSTITUTES YOUR ELECTRONIC SIGNATURE IN EXECUTION OF THE AWARD AGREEMENT

(2)    TO BE BOUND BY THE PROVISIONS OF THE AWARD AGREEMENT AND THE PLAN

(3)    YOU HAVE REVIEWED THE AWARD AGREEMENT AND THE PLAN IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN PROFESSIONAL LEGAL/TAX/INVESTMENT ADVICE PRIOR TO ACCEPTING THE RSUs AND FULLY UNDERSTAND ALL OF THE PROVISIONS OF THE AWARD AGREEMENT AND THE PLAN

(4)    YOU HAVE BEEN PROVIDED WITH A COPY OR ELECTRONIC ACCESS TO A COPY OF THE PLAN AND THE U.S. PROSPECTUS FOR THE PLAN




(5)    TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE CORPORATION UPON ANY QUESTIONS ARISING UNDER THE AWARD AGREEMENT AND THE PLAN

PARTICIPANT ACCEPTANCE DATE: [ACCEPTANCE DATE]

********************************


2



[EXHIBIT A
Risk Adjustment/Forfeiture Decision Process

For any performance year in which you remain a covered employee, your risk performance will be assessed via a Risk Culture Summary Scorecard (“RCSS”) Score or a Performance Management Platform (“PMP”) Risk Goal Rating. If, in any year, you receive an RCSS Score of 4 or worse, or a PMP Risk Goal Rating of “Below Expectations” or “Unsatisfactory,” your unvested RSUs (including any accrued dividend equivalents) will be subject to review by the Incentive Compensation Review Committee (“ICRC”) for consideration of forfeiture. If you are no longer a covered employee or have left the Corporation, any unvested portion of the RSUs (including any accrued dividend equivalents) will also be subject to a risk review by the ICRC. The ICRC is generally comprised of senior managers and senior control managers.

In that event, as part of its review, ICRC will ask –
Did your score/rating reflect poor risk behavior by you in a prior year?
Did you receive an award in that year?
 
If the answer to both questions is yes, ICRC asks the following questions with respect to each of the designated prior years:
 
Financial Impact: How much did/will the issue cost the Company?
Reputational Impact: How much of a regulatory impact did/will it have on the Company?
 
ICRC selects the impact answer that falls into the highest category below to determine the impact forfeiture percentage.

Criteria Metric None Low Medium High
Financial Impact
Reputational Impact

As used in this Exhibit A, the term “Company” shall mean the Corporation and its Affiliates.

Then the ICRC asks how much, if any, control/responsibility you had regarding the situation. The answer to the last question determines the modifier to be applied to the impact forfeiture percentage.

Criteria None Indirect Direct
Your role
& responsibility

Example: [Insert Example]

 

The ICRC will submit its recommendations to the Human Resources and Compensation Committee of the Corporation’s Board of Directors for final action and approval.]


3



THE BANK OF NEW YORK MELLON CORPORATION

FORM OF TERMS AND CONDITIONS
OF RESTRICTED STOCK UNITS – EXECUTIVE COMMITTEE GENERAL

The Restricted Stock Units (“RSUs”) with respect to Common Stock of The Bank of New York Mellon Corporation (the “Corporation”) granted to you on the Grant Date are subject to the Notice of Award - Restricted Stock Units – Executive Committee General (the “Award Notice”), these Terms and Conditions of Restricted Stock Units – Executive Committee General (the “Terms and Conditions”) and all of the terms and conditions of The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan (the “Plan”), which is incorporated herein by reference. In the case of a conflict between the Award Notice, these Terms and Conditions and the terms of the Plan, the provisions of the Plan shall govern. Capitalized terms used but not defined herein shall have the same meaning as provided or reflected in the Award Notice or the Plan, as applicable. For purposes of these Terms and Conditions, “Employer” means the Corporation or any Affiliate that employs you on the applicable date.

SECTION 1: Restricted Stock Unit Award

    1.1    Grant of Award. Subject to these Terms and Conditions and the terms of the Plan, the Corporation grants you the number of RSUs as reflected in the Award Notice. The RSUs shall vest in accordance with the Vesting Schedule and shall be subject to the Risk Adjustment Process as reflected in the Award Notice.

    1.2    Dividend Equivalents. Upon the payment of any dividend on the Common Stock occurring during the period preceding the settlement of your RSUs pursuant to these Terms and Conditions, your Employer will accrue an amount in cash equal to the value of the dividends you otherwise would have received had you actually been the shareholder of record of the number of shares of Common Stock underlying your RSUs, which dividend equivalents will be subject to the Risk Adjustment Process as reflected in the Award Notice. Your Employer will pay you such dividend equivalents in cash without interest pursuant to Section 4 of these Terms and Conditions if and to the extent that the underlying RSUs become vested as provided in the Award Agreement.

    1.3    No Voting Rights. Prior to the settlement of your RSUs pursuant to these Terms and Conditions, you shall not be entitled to vote the shares of Common Stock underlying the RSUs.

    1.4    Nontransferable. The RSUs shall be transferable only by will or the laws of descent and distribution. If you purport to make any transfer of the RSUs, except as described herein, the RSUs and all rights thereunder immediately shall terminate and be forfeited.

SECTION 2: Vesting, Forfeiture, Termination of Employment and Disability

    2.1    Vesting and Forfeiture.

    (a)    Vesting. Subject to Sections 3 and 5.4 of these Terms and Conditions, if you remain continuously employed with your Employer through the close of business on the applicable Vesting Date reflected in the Award Notice, the number of RSUs corresponding to such Vesting Date will vest and the Corporation will issue you the underlying shares of Common Stock in accordance with Section 4 of these Terms and Conditions. Notwithstanding anything to the contrary contained in the Award Agreement and in accordance with Section 4.1, a vesting may be delayed if, on the Vesting Date, you are the subject of ongoing disciplinary or performance management investigations or proceedings concerning the circumstances under which forfeiture or clawback of this award could apply.  In such cases, the applicable portion of the award, if any, will vest following the completion of such investigations and proceedings to the extent the Corporation determines that forfeiture and/or clawback does not apply.

    (b)    Forfeiture upon Termination of Employment. Subject to Sections 2.2 and 2.3 of these Terms and Conditions, if you cease to be continuously employed with your Employer prior to the date that your RSUs become
4



fully vested, you shall cease vesting in your RSUs as of your Termination Date and any unvested RSUs, including any dividend equivalent rights, immediately shall terminate and be forfeited, except in situations where vesting would have occurred but for the fact that a determination has not yet been made as to whether a risk adjustment pursuant to Exhibit A is required, in which case vesting shall occur in accordance with the terms of the Award Agreement provided that the Committee determines the effect, if any of a risk adjustment. As used herein, “Termination Date” shall mean the last day on which you are an employee of your Employer.

    (c)    Forfeiture upon Termination of Employment for Cause. Notwithstanding anything to the contrary contained in these Terms and Conditions, if your Employer terminates your employment for Cause, your RSUs, whether vested (but unsettled) or unvested, and including any dividend equivalent rights, immediately shall terminate and be forfeited. For purposes of these Terms and Conditions, “Cause” shall mean:

(i)    you have been convicted of, or have entered into a pretrial diversion or entered a plea of guilty or nolo contendere (plea of no contest) to a crime or offense constituting a felony (or its equivalent under applicable laws outside of the United States), or to any other crime or offense involving moral turpitude, dishonesty, fraud, breach of trust, money laundering, or any other offense that may preclude you from being employed with a financial institution;

(ii)    you are grossly negligent in the performance of your duties or have failed to perform the duties of your employment, including, without limitation, failure to comply with any lawful directive from your Employer or the Corporation, other than by reason of incapacity due to disability or from any permitted leave of absence required by law;

(iii)    you have violated the Corporation’s Code of Conduct or any of the policies of the Corporation or your Employer governing the conduct of business or your employment, including without limitation, those relating to discrimination and retaliation;

(iv)    you have engaged in any misconduct which has the effect or potential of being injurious to the Corporation, any Affiliate or your Employer, including, but not limited to, its reputation;

(v)    you have engaged in an act of fraud or dishonesty, including, but not limited to, taking or failing to take actions intending to result in personal gain; or

(vi)    if you are employed outside the United States, any other circumstances (beyond those listed above) that permit the immediate termination of your employment without notice or payment in accordance with the terms of your employment agreement or Applicable Laws (as defined in Section 5.2).

The determination of whether your actions will be considered Cause for purposes of these Terms and Conditions will be determined by the Corporation or any of its Affiliates, at its or their sole discretion, as applicable. Any determinations of Cause will be considered conclusive and binding on you.

    2.2    Specified Terminations of Employment.

    (a)    Death. If you cease to be continuously employed with your Employer by reason of your death prior to the date that your RSUs become fully vested (or if your death occurs following termination of employment during a period in which you have outstanding RSUs), your estate will become fully vested in your RSUs, including any dividend equivalent rights, as of your date of death and the Corporation will issue your legal representative or your estate the underlying shares of Common Stock in accordance with Section 4.

    [(b)    Specified Age & Years of Service Rule. If you cease to be continuously employed with your Employer (i) on or after your attainment of age 60 and (ii) the combination of your age and years of credited employment with your Employer (in both instances, full and partial years) on your Termination Date equals or exceeds 65 (satisfaction of (i) and (ii) being a “Retirement-Eligible Event”), you will continue to vest in your RSUs,
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including any dividend equivalent rights, in accordance with the Vesting Schedule set forth in the Award Notice so long as you fully comply with the applicable covenants provided in Section 3 hereof and provided that, if requested by your Employer (to the extent not prohibited by Applicable Laws), you execute and do not revoke a Transition/Separation Agreement and Release acceptable to your Employer. For purposes of the foregoing, partial years shall be determined based upon the number of days since your prior birthday or the number of days of credited employment since your prior employment anniversary, as the case may be. Notwithstanding the foregoing, in the case of continued vesting following a Retirement-Eligible Event, if you commence employment with a new employer that grants you a new award that replaces all or any portion of this award, any portion of this award that has been replaced by your new employer will be forfeited and will no longer vest and, where relevant, will be promptly repaid by you if the award or any portion of this award has already vested.]

    (c)    Termination Providing Transition/Separation Pay. Provided that you execute and do not revoke a Transition/Separation Agreement and Release acceptable to your Employer, if you cease to be continuously employed with your Employer by reason of a termination by your Employer and in connection with such termination you receive transition/separation pay from the Corporation or your Employer, you will continue to vest in your RSUs, including any dividend equivalent rights, in accordance with the Vesting Schedule set forth in the Award Notice so long as you fully comply with the applicable covenants provided in Section 3 hereof. For purposes of the foregoing, “transition/separation pay” means any severance, redundancy or ex-gratia compensation payment to you from the Corporation or your Employer in connection with your termination of employment that is in excess of the amount payable to you on account of any notice period to which you are entitled pursuant to the terms of your contract of employment or otherwise (or payment in lieu of such notice).

    (d)    Sale of Business. If you cease to be continuously employed with your Employer due to a sale of a business unit or your Employer and you are not otherwise entitled to transition/separation pay, you will continue to vest in your RSUs, including any dividend equivalent rights, in accordance with the Vesting Schedule set forth in the Award Notice so long as you fully comply with the applicable covenants provided in Section 3 hereof.

    (e)    Change in Control. If your employment is terminated by your Employer without Cause within two (2) years after a Change in Control occurring after the Grant Date, you will continue to vest in your RSUs, including any dividend equivalent rights, in accordance with the Vesting Schedule set forth in the Award Notice so long as you fully comply with the applicable covenants provided in Section 3 hereof.

    [(f)    Additional Vesting Provisions, if any.]

2.3    Disability. If you receive current benefits under a long-term disability plan maintained by the Corporation or your Employer while any portion of your RSUs remains unvested, you will continue to vest in your RSUs during the period you are eligible to receive such benefits, including any dividend equivalent rights, in accordance with the Vesting Schedule set forth in the Award Notice so long as you fully comply with the applicable covenants provided in Section 3 hereof.

SECTION 3: Notice of Resignation, Non-Solicitation, Non-Competition, Confidential Information, Non-Disparagement and Cooperation
        
3.1    Notice of Resignation. As consideration for this award, you will provide your Employer with 90 days’ advance written notice of any voluntary termination of your employment with your Employer.

3.2    Non-Solicitation of Clients and Employees. You agree that until one (1) year from the Termination Date or, if later, the final vesting date set forth in the Award Notice, you will not directly or indirectly solicit or attempt to solicit or induce, directly or indirectly, (i) any current or prospective client of the Corporation or an Affiliate known to you, to initiate or continue a client relationship with you other than with the Corporation or Affiliate or to terminate or reduce its client relationship with the Corporation or Affiliate, or (ii) any employee of the Corporation or an Affiliate, to terminate such employee’s employment relationship with the Corporation or Affiliate in order to enter into a similar relationship with you, or any other person or any other entity. You expressly agree to
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(i) advise any person or entity that seeks to employ you of the terms of these covenants; and (ii) immediately notify Human Resources equity administration if you are not in compliance with your obligations above.

3.3    Non-Competition.  In the case of (i) a Retirement-Eligible Event or (ii) a termination providing transition/separation pay, as specified in Sections 2.2(b) and 2.2(c) respectively, you agree that until one (1) year from the Termination Date or, if later, the final vesting date set forth in the Award Notice, you will not, directly or indirectly (without the prior written consent of the Corporation), (i) associate (including as a director, officer, employee, partner, consultant, agent or advisor) with a Competitive Enterprise, or (ii) transact business on behalf of a Competitive Enterprise. For purposes of the Award Agreement, “Competitive Enterprise” means any business enterprise that either (A) is a member of the Corporation’s competitive peer group as disclosed in the Corporation’s proxy statement that was most recently filed with the Securities and Exchange Commission preceding the Termination Date; or (B) is any other business enterprise for whom you would be performing services similar to those performed at the Corporation or any Affiliate within the twelve (12) months preceding the Termination Date. For the sake of clarity, the foregoing non-compete restriction does not prohibit you from being employed by the government or a not-for profit organization (i.e. an organization exempt from local and national tax laws). In view of the limited scope of the non-compete obligation assumed under this Section, which does not prevent you from working in other entities that are not affected by it, you hereby acknowledge that the continued vesting in your RSUs, including any dividend equivalent rights, following a Retirement-Eligible Event or termination providing transition/separation pay is appropriate consideration for the non-compete obligation agreed to herein. You expressly agree to (i) advise any person or entity that seeks to employ you of the terms of these covenants; and (ii) immediately notify Human Resources equity administration if you are not in compliance with your obligations above.

3.4    Confidential Information.

(a)Except as may be permitted in accordance with Section 3.7 below, during the course of your employment with the Corporation or any Affiliate and continuing thereafter, you will not, either directly or indirectly, at any time, while an employee of the Corporation or any Affiliate or thereafter, make known, divulge, reveal, furnish, make available, or use (except for use in the regular course of your duties for the Corporation or its Affiliates) any Confidential Information (as defined below) without the written consent of the Corporation. You also agree that this obligation is in addition to, and not in limitation or preemption of, all other obligations of confidentiality that you may have to the Corporation or its Affiliates under the Code of Conduct, Securities Trading Policy or other rules or policies governing the conduct of their respective businesses, or general or specific legal or equitable principles.

(b)As used herein, “Confidential Information” means the information you have been given or to which you have access or become informed of which the Corporation or its Affiliates possess or have access and which relates to the Corporation or its Affiliates, is not generally known to the public or in the trade or is a competitive asset and/or otherwise constitutes a “trade secret,” as that term is defined by Applicable Laws (as defined below), of the Corporation or its Affiliates, including without limitation, non- public: (i) planning data and marketing strategies; (ii) terms of any new products and investment strategies; (iii) information relating to other officers and employees of the Corporation or its Affiliates; (iv) financial results and information about the business condition of the Corporation or its Affiliates; (v) terms of any investment, management or advisory agreement or other material contract; (vi) proprietary software and related documents; (vii) customer and potential customer information (for example, client lists, prospecting lists, information about client accounts, pricing strategies, and current or proposed transactions and contact persons at such customers and customer prospects); and (viii) material information or internal analyses concerning customers or customer prospects of the Corporation or its Affiliates or their respective operations, condition (financial or otherwise) or plans.

3.5    Non-Disparagement. Subject to Section 3.7 below, during the course of your employment with the Corporation or any Affiliate and continuing thereafter, you will not, directly or indirectly make, issue, authorize or publish any comments or statements (orally or in writing) to the media, including without limitation traditional vehicles and social media, to any individual or entity with whom or which the Corporation, or any of its Affiliates,
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has a business relationship, or to any other individual or entity, which disparages, criticizes or otherwise reflects adversely upon the Corporation, any of its Affiliates or any of their respective employees, officers or directors.

3.6    Cooperation. Upon the termination of your employment for any reason or no reason, including but not limited to resignation of employment, you will fully cooperate with the Corporation and its Affiliates upon reasonable notice and at reasonable times, in the prosecution and defense of complaints, investigations, litigation, arbitration and mediation of any complaints, claims or actions now in existence or that may be threatened or brought in the future relating to events or occurrences that transpired while employed by the Corporation or any Affiliate.

3.7    Governmental Authorities. Nothing in the Award Agreement prohibits or interferes with your right to disclose any relevant and necessary information in any action or proceeding relating to the Award Agreement or as otherwise required by law or legal process. In addition, nothing in the Award Agreement prohibits or interferes with your or your attorney’s right: (a) to initiate communications directly with or report or disclose possible violations of law or regulation to, any governmental agency or entity, legislative body, or any self-regulatory organization, including but not limited to the U.S. Department of Justice (“DOJ”), the U.S. Securities and Exchange Commission (“SEC”), the U.S. Financial Industry Regulatory Authority (“FINRA”), the U.S. Equal Employment Opportunity Commission (“EEOC”), or U.S. Congress, and such reports or disclosures do not require prior notice to, or authorization from, the Corporation; (b) to participate, cooperate, or testify in any action, investigation or proceeding with, provide information to, or respond to any inquiry from any governmental agency or legislative body, any self-regulatory organization, including but not limited to the IRS, SEC, FINRA, the EEOC, DOJ, U.S. Congress (“Governmental Authorities”), or the Corporation’s Legal or Compliance Departments and such communications do not require prior notice to, or authorization from the Corporation. However, with respect to such communications, reports, participation, cooperation or testimony to the Governmental Authorities, as set forth above in clauses (a) and (b) of this Section, you may not disclose privileged communications with the Corporation’s counsel. To the extent permitted by law, upon receipt of a subpoena, court order or other legal process compelling the disclosure of any information, you will give prompt written notice to the Corporation so as to provide the Corporation ample opportunity to protect its interests in confidentiality to the fullest extent possible unless the subpoena, court order or other legal process pertains to an action described above in clauses (a) or (b) of this Section, in which event no such notice is required. Notwithstanding any confidentiality and non-disclosure obligations you may have, you are hereby advised as follows pursuant to the U.S. Federal Defend Trade Secrets Act of 2016: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

3.8    Existing Obligations. The terms of the Award Agreement shall not in any way (a) limit your obligations pursuant to any other agreements with the Corporation or any of its Affiliates or other corporate plans or policies applicable to you; or (b) limit the Corporation’s or your Employer’s rights to exercise any remedies it may have under Applicable Laws or under the terms of such other agreements, plans or policies.

    3.9    Failure to Comply with Covenants. If you fail to comply with any of the foregoing applicable covenants, the RSUs shall be immediately forfeited and may be subject to repayment as provided in Section 5.4 of these Terms and Conditions.

SECTION 4: Settlement

    4.1    Time of Settlement. Vested RSUs shall be settled as soon as administratively practicable following each Vesting Date as reflected in the Award Notice and in all events no later than two and one-half (2 ½) months
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following the end of the calendar year in which the RSUs vest; provided, if you are a “specified employee” under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), upon separation from service and if such settlement is deferred compensation conditioned upon a separation from service and not compensation you could receive without separating from service, then settlement shall not be made until the first day following the six (6) month anniversary of your separation from service (or upon your death, if earlier).

    4.2    Form of Settlement. Vested RSUs shall be settled in the form of Common Stock delivered in book-entry form. Notwithstanding the foregoing, the Corporation may, in its sole discretion, settle any vested RSUs in the form of a cash payment to the extent settlement of the RSUs in shares of Common Stock is prohibited under local law or would require you, your Employer, the Corporation or any Affiliate to obtain the approval of any governmental and/or regulatory body in your country of residence (or country of employment, if different). Alternatively, the Corporation may, in its sole discretion, settle the vested RSUs in the form of Common Stock but require an immediate sale of such shares of Common Stock (in which case, these Terms and Conditions shall give the Corporation the authority to issue sales instructions on your behalf). Accrued dividend equivalents corresponding to vested RSUs, if any, shall be settled in the form of cash, payable without interest, on the next administratively practicable pay date following vesting of such RSUs.

SECTION 5: Other Terms and Conditions

    5.1    No Right to Employment. Neither the award of RSUs nor anything else contained in these Terms and Conditions nor the Plan shall be deemed to limit or restrict the right of your Employer to terminate your employment at any time, for any reason, with or without Cause.

    5.2    Compliance with Laws. Notwithstanding any other provision of these Terms and Conditions, you agree to take any action, and consent to the taking of any action by the Corporation and your Employer with respect to the RSUs awarded hereunder necessary to achieve compliance with applicable laws, regulations or relevant regulatory requirements or interpretations in effect from time to time (“Applicable Laws”). Any determination by the Corporation in this regard shall be final, binding and conclusive. The Corporation shall in no event be obligated to register any securities pursuant to the U.S. Securities Act of 1933 (as the same shall be in effect from time to time) or other applicable foreign securities laws, or to take any other affirmative action in order to cause the delivery of shares in book-entry form or otherwise therefore to comply with any Applicable Laws. For the avoidance of doubt, you understand and agree that if any payment or other obligation under or arising from these Terms and Conditions, including without limitation dividend equivalent rights, or the Plan is in conflict with or is restricted by any Applicable Laws, the Corporation may reduce, revoke, cancel, clawback or impose different terms and conditions to the extent it deems necessary or appropriate, in its sole discretion, to effect such compliance. If the Corporation determines that it is necessary or appropriate for any payments under these Terms and Conditions to be delayed in order to avoid additional tax, interest and or penalties under Section 409A of the Code, then the payments would not be made before the date which is the first day following the six (6) month anniversary of the date of your termination of employment (or upon earlier death).

5.3    Tax Withholding. Regardless of any action the Corporation or your Employer take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Corporation and your Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the subsequent sale of any shares of Common Stock acquired pursuant to the RSUs and the receipt of any dividends or dividend equivalents, and (b) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you are or become subject to taxation in more than one country, you acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country.
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Prior to the delivery of shares of Common Stock upon the vesting of your RSUs, if your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Corporation shall be authorized to withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In the event that withholding in shares of Common Stock is prohibited or problematic under Applicable Laws or otherwise may trigger adverse consequences to the Corporation or your Employer, your Employer is authorized to withhold the Tax-Related Items required to be withheld with respect to the shares of Common Stock in cash from your regular salary and/or wages or any other amounts payable to you. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Corporation or through your regular salary and/or wages or other amounts payable to you by your Employer, no shares of Common Stock will be issued to you (or your estate) upon vesting of the RSUs unless and until satisfactory arrangements have been made by you with respect to the payment of any Tax-Related Items that the Corporation or your Employer determines, in its sole discretion, must be withheld or collected with respect to such RSUs. By accepting this grant of RSUs, you expressly consent to the withholding of shares of Common Stock and/or withholding from your regular salary and/or wages or other amounts payable to you as provided for hereunder. All other Tax-Related Items related to the RSUs and any shares of Common Stock delivered in payment thereof are your sole responsibility.

Depending on the withholding method, the Corporation or your Employer may withhold or account for Tax-Related Items by considering applicable statutory or other withholding rates, including minimum or maximum rates applicable in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock). In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Corporation and/or your Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, you shall be deemed to have been issued the full number of shares of Common Stock subject to the vested RSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.

    [5.4    Forfeiture and Repayment. If, directly or indirectly:

    (a)    during the course of your employment with your Employer, you violate any obligations set forth in the Award Agreement (including without limitation those obligations set forth in Section 3 of these Terms and Conditions) or engage in conduct or it is discovered that you engaged in conduct that is adverse to the interests of the Corporation or its Affiliates, including failures to comply with the Corporation’s or any of its Affiliate’s rules or regulations, fraud, or conduct contributing to any financial restatements or irregularities;

(b)    during the course of your employment with your Employer and, unless you have post-termination obligations or duties owed to the Corporation or its Affiliates pursuant to an individual agreement set forth in subsection (d) below, for one (1) year thereafter, you engage (other than for the benefit of the Corporation or its Affiliates) in solicitation and/or diversion of customers or employees;

(c)    during the course of your employment with your Employer, you engage in competition with the Corporation or its Affiliates;

(d)    following termination of your employment with your Employer for any reason, with or without Cause, you violate any post-termination obligations or duties owed to the Corporation or its Affiliates under any agreement with the Corporation or its Affiliates, including without limitation, any employment, confidentiality, non-solicitation, non-competition or other agreement restricting post-employment conduct (including without limitation those obligations set forth in Section 3 of these Terms and Conditions); or

(e)    any compensation that the Corporation or its Affiliates has promised or paid to you is required to be forfeited and/or repaid to the Corporation or its Affiliates pursuant to applicable regulatory requirements;
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then the Corporation may cancel all or any portion of the RSUs and/or require repayment of any shares of Common Stock (or the value thereof) or other amounts which were acquired pursuant to the RSUs (including without limitation any dividends paid on the shares of Common Stock and dividend equivalents). The Corporation shall have sole discretion to determine what constitutes grounds for forfeiture and/or repayment under this Section 5.4, and, in such event, the portion of the RSUs that shall be cancelled and the sums or amounts that shall be repaid. For purposes of the foregoing, you expressly and explicitly authorize the Corporation to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Corporation to hold the shares of Common Stock and other amounts acquired pursuant to the RSUs to re-convey, transfer or otherwise return such shares and/or other amounts to the Corporation.]

    5.5    Governing Law and Choice of Forum. The Award Notice and these Terms and Conditions shall be construed and enforced in accordance with the laws of the State of New York, other than any choice of law provisions calling for the application of laws of another jurisdiction. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or these Terms and Conditions, the parties hereby submit to and consent to the exclusive jurisdiction of the State of New York and agree that such litigation shall be conducted only in the courts of New York County, New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where this grant is made and/or to be performed and agree to such other choice of forum provisions as are included in the Plan.

5.6    Nature of Plan. By participating in the Plan, you acknowledge, understand and agree that:

(a)     The Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Corporation, in its sole discretion, at any time.

(b)    The grant of RSUs under the Plan is a one-time benefit and does not create any contractual or other right to receive RSUs or benefits in lieu of such awards in the future. Future awards, if any, will be at the sole discretion of the Corporation, including, but not limited to, the form and timing of the award, the number of shares of Common Stock subject to the award, the vesting provisions applicable to the award and the purchase price (if any).

(c)    Your participation in the Plan is voluntary, and the value of your RSUs is an extraordinary item of compensation and is outside the scope of your employment (and your employment contract, if any). As such, your RSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, dismissal, termination or end of service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments.

(d)    No claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any). In consideration of the grant of the RSUs, you expressly agree not to institute any such claim against the Corporation, any of its Affiliates or your Employer.

    5.7    Data Privacy. By accepting the RSUs, you declare that you agree with the data processing practices described herein and consent to the collection, processing and use of your Personal Data (as defined below) by the Corporation and the transfer of your Personal Data to the recipients mentioned herein, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described herein.

(a)Declaration of Consent. You understand that you need to review the following information about the processing of your personal data by or on behalf of the Corporation, your Employer and/or any of its Affiliates, as described herein, and any other RSU grant materials (the “Personal Data”) and declare your
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consent. With regard to the processing of your Personal Data in connection with the Plan, you understand that the Corporation is the controller of the Personal Data.

(b)Data Processing and Legal Basis. The Corporation collects, uses and otherwise processes your Personal Data for the purposes of allocating shares and implementing, administering and managing the Plan. You understand that this Personal Data may include, without limitation, your name, home address and telephone number, email address, personal bank account details, date of birth, social insurance number, passport number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of Common Stock or directorships held in the Corporation or its Affiliates, details of all RSUs or any other entitlement to shares of Common Stock or equivalent benefits awarded, canceled, purchased, vested, unvested or outstanding in your favor. The Corporation’s legal basis for the processing of your Personal Data is your consent.
(c)Stock Plan Administration Service Providers. You understand that the Corporation may transfer your Personal Data, or parts thereof, to Fidelity Stock Plan Services LLC and certain of its affiliated companies (“Fidelity”), an independent service provider based in the United States which assists the Corporation with the implementation, administration and management of the Plan. In the future, the Corporation may select a different service provider and share your Personal Data with such different service provider that serves the Corporation in a similar manner. You understand and acknowledge that the Corporation’s service provider may open an account for you to receive and trade shares acquired under the Plan and that you will be asked to agree on separate terms and data processing practices with the service provider, which is a condition of your ability to participate in the Plan.
(d)International Data Transfers. You understand that the Corporation and, as of the date hereof, certain third parties assisting in the implementation, administration and management of the Plan, such as the Corporation’s service providers, are based in the United States. If you are located outside the United States, you understand and acknowledge that your country has enacted data privacy laws that are different from the laws of the United States. For example, the European Commission has issued only a limited adequacy finding with respect to the United States that applies solely if and to the extent that companies self-certify and remain self-certified under the EU/U.S. Privacy Shield program. Otherwise, transfers of personal data from the EU to the United States can be made on the basis of Standard Contractual Clauses approved by the European Commission or other appropriate safeguards permissible under the Applicable Laws. If you are located in the EU or EEA, the Corporation may receive, process and transfer your Personal Data onward to third-party service providers solely on the basis of appropriate data transfer agreements or other appropriate safeguards permissible under Applicable Laws. If applicable, you understand that you can ask for a copy of the appropriate data processing agreements underlying the transfer of your Personal Data by contacting your local human resources representative. The Corporation’s legal basis for the transfer of your Personal Data is your consent.
(e)Data Retention. You understand that the Corporation will use your Personal Data only as long as is necessary to implement, administer and manage your participation in the Plan, or to comply with Applicable Laws, including under tax and securities laws. In the latter case, you understand and acknowledge that the Corporation’s legal basis for the processing of your Personal Data would be compliance with the Applicable Laws or the pursuit by the Corporation of respective legitimate interests not outweighed by your interests, rights or freedoms. When the Corporation no longer needs your Personal Data for any of the above purposes, you understand the Corporation will remove it from its systems.
(f)Voluntariness and Consequences of Denial/Withdrawal of Consent. You understand that your participation in the Plan and your grant of consent is purely voluntary. You may deny or later withdraw your consent at any time, with future effect and for any or no reason. If you deny or later withdraw your consent, the Corporation can no longer offer you participation in the Plan or offer other awards to you or administer or maintain such awards and you would no longer be able to participate in the Plan. You further understand that denial or withdrawal of your consent would not affect your status or salary as an employee or your career and that you would merely forfeit the opportunities associated with the Plan.
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(g)Data Subject Rights. You understand that data subject rights regarding the processing of personal data vary depending on the Applicable Laws and that, depending on where you are based and subject to the conditions set out in the Applicable Laws, you may have, without limitation, the rights to (i) inquire whether and what kind of Personal Data the Corporation holds about you and how it is processed, and to access or request copies of such Personal Data, (ii) request the correction or supplementation of Personal Data about you that is inaccurate, incomplete or out-of-date in light of the purposes underlying the processing, (iii) obtain the erasure of Personal Data no longer necessary for the purposes underlying the processing, processed based on withdrawn consent, processed for legitimate interests that, in the context of your objection, do not prove to be compelling, or processed in non-compliance with applicable legal requirements, (iv) request the Corporation to restrict the processing of your Personal Data in certain situations where you feel its processing is inappropriate, (v) object, in certain circumstances, to the processing of Personal Data for legitimate interests, and to (vi) request portability of your Personal Data that you have actively or passively provided to the Corporation (which does not include data derived or inferred from the collected data), where the processing of such Personal Data is based on consent or your employment or service contract and is carried out by automated means. In case of concerns, you understand that you may also have the right to lodge a complaint with the competent local data protection authority. Further, to receive clarification of, or to exercise any of your rights, you should contact your local human resources representative.
5.8    Insider Trading/Market Abuse Laws. You may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions including the United States and your country or your broker’s country, if different, which may affect your ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (e.g., RSUs) or rights linked to the value of shares of Common Stock under the Plan during such times as you are considered to have “inside information” regarding the Corporation (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (a) disclosing the inside information to any third party and (b) “tipping” third parties or causing them otherwise to buy or sell securities (third parties include fellow employees). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable insider trading policy of the Corporation. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter.
5.9    Electronic Delivery and Acceptance. The Corporation may, in its sole discretion, deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Corporation or a third party designated by the Corporation.
5.10    Severability. The provisions of these Terms and Conditions are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. Alternatively, the Corporation, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to render it valid and enforceable to the full extent permitted under Applicable Laws.
    5.11    Liability for Breach. You shall indemnify the Corporation and hold it harmless from and against any and all damages or liabilities incurred by the Corporation (including liabilities for attorneys’ fees and disbursements) arising out of any breach by you of these Terms and Conditions, including, without limitation, any attempted transfer of RSUs in violation of Section 1.4 of these Terms and Conditions.
5.12    Waiver. You acknowledge that a waiver by the Corporation of any provision of these Terms and Conditions shall not operate or be construed as a waiver of any other provision of these Terms and Conditions, or of any subsequent breach of these Terms and Conditions.
5.13    Addendum. The grant of your RSUs shall be subject to any special terms and conditions set forth in any Addendum to these Terms and Conditions (the “Addendum”) for your state of residence (and your state of employment, if different). If you relocate your residency or employment to one of the states included in the
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Addendum, the special terms and conditions for such state will apply to you, to the extent the Corporation determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Addendum shall constitute part of the Terms and Conditions.
5.14    Additional Requirements. The Corporation reserves the right to impose other requirements on the RSUs, any payment made pursuant to the RSUs, and your participation in the Plan, to the extent the Corporation determines, in its sole discretion, that such other requirements are necessary or advisable for legal or administrative reasons. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
***************************


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THE BANK OF NEW YORK MELLON CORPORATION

FORM OF ADDENDUM TO
TERMS AND CONDITIONS
OF RESTRICTED STOCK UNITS

In addition to the terms of the Award Notice – Executive Committee General and the Terms and Conditions - Executive Committee General and as well as the terms of the Plan, the RSUs are subject to the following additional terms and conditions (the “Addendum”). All capitalized terms as contained in this Addendum shall have the same meaning as set forth in the Award Notice, the Terms and Conditions and the Plan. Pursuant to Section 5.13 of the Terms and Conditions, if you transfer your residence and/or employment to another state reflected in an Addendum at the time of transfer, the special terms and conditions for such state will apply to you to the extent the Corporation determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law, rules and regulations, or to facilitate the operation and administration of the award of RSUs and the Plan (or the Corporation may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer).

[COMMONWEALTH OF MASSACHUSETTS

1.    Non-Solicitation of Clients and Employees. The following provision shall replace Section 3.2 of the Terms and Conditions in its entirety:

Non-Solicitation of Clients and Employees. Because of the Corporation’s legitimate business interests as described herein and the good and valuable consideration offered pursuant to the Award Agreement, which is in excess of any consideration you are otherwise entitled to as a current employee, you agree that until one (1) year from the Termination Date or, if later and to the maximum extent permissible by law, the final vesting date set forth in the Award Notice, you will not directly or indirectly solicit or attempt to solicit or induce, directly or indirectly, (i) any current or prospective client of the Corporation or an Affiliate known to you, to initiate or continue a client relationship with you other than with the Corporation or Affiliate or to terminate or reduce its client relationship with the Corporation or Affiliate, or (ii) any employee of the Corporation or an Affiliate, to terminate such employee’s employment relationship with the Corporation or Affiliate in order to enter into a similar relationship with you, or any other person or any entity. You expressly agree to (i) advise any person or entity that seeks to employ you of the terms of these covenants; and (ii) immediately notify Human Resources equity administration if you are not in compliance with your obligations above.

2.    Non-Competition. The following provision shall replace Section 3.3 of the Terms and Conditions in its entirety:

Non-Competition. Because of the Corporation’s legitimate business interests as described herein and the good and valuable consideration offered pursuant to the Award Agreement, which is in excess of any consideration you are otherwise entitled to as a current employee, in the case of (i) a Retirement-Eligible Event or (ii) a termination providing transition/separation pay, as specified  in Sections 2.2(b) and 2.2(c) respectively, you agree that until one (1) year from the Termination Date or, if later and to the maximum extent permissible by law, the final vesting date set forth in the Award Notice, you will not, directly or indirectly (without the prior written consent of the Corporation), (i) associate (including as a director, officer, employee, partner, consultant, agent or advisor) with a Competitive Enterprise in a Restricted Territory, or (ii) transact business on behalf of a Competitive Enterprise in a Restricted Territory.  For purposes of the Award Agreement, “Competitive Enterprise” means any business enterprise that either (A) is a member of the Corporation’s competitive peer group as disclosed in the Corporation’s proxy statement that was most recently filed with the Securities and Exchange Commission preceding the Termination Date; or (B) is any other business enterprise for whom you would be performing services similar to those performed at the Corporation or any Affiliate within the twelve (12) months preceding the Termination Date.  For the purposes of the Award Agreement, “Restricted Territory” means all geographic areas in which you, during any time within the last 24 months preceding the end of your employment with the Corporation, provided services
15



or had a material presence or influence, which given your current senior role in the Corporation shall be presumed to mean the entire world. For the sake of clarity, the foregoing non-compete restriction does not prohibit you from being employed by the government or a not-for profit organization (i.e. an organization exempt from local and national tax laws).  In view of the limited scope of the non-compete obligation assumed under this Section, which does not prevent you from working in other entities that are not affected by it, you hereby acknowledge that the continued vesting in your RSUs, including any dividend equivalent rights, following a Retirement-Eligible Event or termination providing transition/separation pay is appropriate consideration for the non-compete obligation agreed to herein. You expressly agree to (i) advise any person or entity that seeks to employ you of the terms of these covenants; and (ii) immediately notify Human Resources equity administration if you are not in compliance with your obligations above.

3.    Governing Law and Choice of Forum. The following provision shall replace Section 5.5 of the Terms and Conditions in its entirety:

Governing Law and Choice of Forum. The Award Notice and these Terms and Conditions shall be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, other than any choice of law provisions calling for the application of laws of another jurisdiction. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or these Terms and Conditions, the parties hereby submit to and consent to the exclusive jurisdiction of the Commonwealth of Massachusetts and agree that such litigation shall be conducted only in the courts of Suffolk County, Massachusetts, and no other courts, where this grant is made and/or to be performed and agree to such other choice of forum provisions as are included in the Plan.

4.    Acknowledgment of Full Understanding. YOU ACKNOWLEDGE AND AGREE THAT:

(A)YOU HAVE FULLY READ, UNDERSTAND AND VOLUNTARILY ENTERED INTO THE AWARD AGREEMENT;

(B)YOU HAVE HAD A RIGHT AND REASONABLE OPPORTUNITY OF AT LEAST TEN (10) DAYS TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF YOUR CHOICE BEFORE ELECTRONICALLY ACKNOWLEDGING AND ACCEPTING THE TERMS OF THE AWARD AGREEMENT;

(C)SECTION 3.3 OF THE AGREEMENT SHALL NOT BE EFFECTIVE UNTIL TEN DAYS FOLLOWING THE DATE THAT YOU HAVE BEEN PROVIDED NOTICE OF THE TERMS AND CONDITIONS OF THE AWARD AGREEMENT;

(D)YOU HAVE UNTIL THE ACCEPTANCE DEADLINE (AS DEFINED IN THE AWARD NOTICE) TO ACKNOWLEDGE AND ACCEPT THE AWARD AGREEMENT AND PLAN DOCUMENT ELECTRONICALLY ON THE EQUITY WEBSITE; AND

(E)IF YOU ELECTRONICALLY ACKNOWLEDGE AND ACCEPT THE AWARD AGREEMENT AND PLAN DOCUMENT ON OR BEFORE THE TENTH DAY FOLLOWING THE DATE THAT YOU HAVE BEEN PROVIDED NOTICE THAT THE AWARD AGREEMENT HAS BEEN POSTED ON THE EQUITY WEBSITE, YOU AGREE THAT YOU HAVE DONE SO WILLINGLY, VOLUNTARILY AND WITHOUT ANY COERCION BY THE CORPORATION.

    IN WITNESS WHEREOF, the Corporation has caused the Award Agreement to be executed by its duly authorized officer.
____________________________________
Global Head of Compensation and Benefits]
16


Exhibit 10.2
FORM OF PERFORMANCE SHARE UNIT AGREEMENT

THE BANK OF NEW YORK MELLON CORPORATION
2019 LONG-TERM INCENTIVE PLAN
FORM OF NOTICE OF AWARD – PERFORMANCE SHARE UNITS – EXECUTIVE COMMITTEE GENERAL

Subject to the terms and conditions of The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan (the “Plan”), this Notice of Award - Performance Share Units – Executive Committee General (the “Award Notice”), and the Terms and Conditions of Performance Share Units – Executive Committee General (the “Terms and Conditions”), The Bank of New York Mellon Corporation (the “Corporation”) grants you performance share units (“PSUs”) as reflected below and on the Corporation’s equity award website (the “Equity Website”). Each PSU represents the opportunity to receive one (1) share of the Corporation’s common stock, par value $.01 (“Common Stock”), upon satisfaction of the terms and conditions as set forth in the Award Notice and the Terms and Conditions (collectively, the “Award Agreement”), subject to the terms of the Plan. The purpose of the award is to incentivize you to align your interests with that of the Corporation and to reward your future contribution to the performance of the Corporation’s business.

Participant [PARTICIPANT NAME]
Grant Date [GRANT DATE]
Number of PSUs

The “Grant Amount” of “PSUs” (assuming achievement of 100% earnout)
[NUMBER OF SHARES GRANTED]

Vesting Schedule – Please refer to Appendix

The Vesting Date may be delayed if and to the extent the Risk Adjustment Process set forth in Exhibit A is not completed by such date or achievement of performance as set forth on Attachment A have not been determined by such date, in each case, subject to Section 4.1 of the Terms and Conditions.
Risk Adjustment Process - Unvested PSUs are subject to forfeiture based upon the Risk Adjustment Process set forth in Exhibit A.

THE CORPORATION’S GRANT OF PSUs AS REFLECTED HEREIN IS CONTINGENT UPON YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF THE AWARD AGREEMENT AND THE PLAN ELECTRONICALLY ON THE EQUITY WEBSITE ON OR BEFORE [GRANT ACCEPT BY DATE] (THE “ACCEPTANCE DEADLINE”). IF YOU FAIL TO DO SO, THE CORPORATION’S GRANT OF PSUs AS REFLECTED HEREIN SHALL BE NULL AND VOID, AND SHALL NOT BE RE-INSTATED.

BY ELECTRONICALLY ACKNOWLEDGING AND ACCEPTING THE CORPORATION’S GRANT OF PSUS, YOU AFFIRMATIVELY AND EXPRESSLY AGREE:

(1)    SUCH ACKNOWLEDGEMENT AND ACCEPTANCE CONSTITUTES YOUR ELECTRONIC SIGNATURE IN EXECUTION OF THE AWARD AGREEMENT




(2)    TO BE BOUND BY THE PROVISIONS OF THE AWARD AGREEMENT AND THE PLAN

(3)    YOU HAVE REVIEWED THE AWARD AGREEMENT AND THE PLAN IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN PROFESSIONAL LEGAL/TAX/INVESTMENT ADVICE PRIOR TO ACCEPTING THE PSUs AND FULLY UNDERSTAND ALL OF THE PROVISIONS OF THE AWARD AGREEMENT AND THE PLAN

(4)    YOU HAVE BEEN PROVIDED WITH A COPY OR ELECTRONIC ACCESS TO A COPY OF THE PLAN AND THE U.S. PROSPECTUS FOR THE PLAN

(5)    TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE CORPORATION UPON ANY QUESTIONS ARISING UNDER THE AWARD AGREEMENT AND THE PLAN


PARTICIPANT ACCEPTANCE DATE: [ACCEPTANCE DATE]


********************************


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EXHIBIT A
Risk Adjustment/Forfeiture Decision Process

For any performance year in which you remain a covered employee, your risk performance will be assessed via a Risk Culture Summary Scorecard (“RCSS”) Score or a Performance Management Platform (“PMP”) Risk Goal Rating. If, in any year, you receive an RCSS Score of 4 or worse, or a PMP Risk Goal Rating of “Below Expectations” or “Unsatisfactory,” your unvested PSUs (including any PSUs resulting from dividend equivalents) will be subject to review by the Incentive Compensation Review Committee (“ICRC”) for consideration of forfeiture. If you are no longer a covered employee or have left the Corporation, any unvested portion of the PSUs (including any PSUs resulting from dividend equivalents) will also be subject to a risk review by the ICRC. The ICRC is generally comprised of senior managers and senior control managers.

In that event, as part of its review, ICRC will ask –
Did your score/rating reflect poor risk behavior by you in a prior year?
Did you receive an award in that year?
 
If the answer to both questions is yes, ICRC asks the following questions with respect to each of the designated prior years:
 
Financial Impact: How much did/will the issue cost the Company?
Reputational Impact: How much of a regulatory impact did/will it have on the Company?
 
ICRC selects the impact answer that falls into the highest category below to determine the impact forfeiture percentage.

Criteria Metric None Low Medium High
Financial Impact
Reputational Impact

As used in this Exhibit A, the term “Company” shall mean the Corporation and its Affiliates.

Then the ICRC asks how much, if any, control/responsibility you had regarding the situation. The answer to the last question determines the modifier to be applied to the impact forfeiture percentage.

Criteria None Indirect Direct
Your role
& responsibility
Example: [Insert Example]
 


The ICRC will submit its recommendations to the Human Resources and Compensation Committee of the Corporation’s Board of Directors for final action and approval.


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THE BANK OF NEW YORK MELLON CORPORATION

FORM OF TERMS AND CONDITIONS
OF PERFORMANCE SHARE UNITS – EXECUTIVE COMMITTEE GENERAL

The Performance Share Units (“PSUs”) with respect to Common Stock of The Bank of New York Mellon Corporation (the “Corporation”) granted to you on the Grant Date are subject to the Notice of Award - Performance Share Units – Executive Committee General (the “Award Notice”), these Terms and Conditions of Performance Share Units – Executive Committee General (the “Terms and Conditions”) and all of the terms and conditions of The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan (the “Plan”), which is incorporated herein by reference. In the case of a conflict between the Award Notice, these Terms and Conditions and the terms of the Plan, the provisions of the Plan shall govern. Capitalized terms used but not defined herein shall have the same meaning as provided or reflected in the Award Notice or the Plan, as applicable. For purposes of these Terms and Conditions, “Employer” means the Corporation or any Affiliate that employs you on the applicable date.

SECTION 1: Performance Share Unit Award

    1.1    Grant of Award. Subject to these Terms and Conditions and the terms of the Plan, the Corporation grants you the number of PSUs as reflected in the Award Notice. The PSUs shall vest in accordance with the Vesting Schedule and shall be subject to the Risk Adjustment Process as reflected in the Award Notice.

    1.2    Dividend Equivalents. During the period prior to vesting, dividend equivalents shall be determined with respect to the PSUs as if reinvested as additional PSUs on the dividend payment date and shall be paid to you pursuant to Section 4 of these Terms and Conditions only if and to the extent that the underlying PSUs become vested as provided in the Award Agreement, and any remaining dividend equivalents (including any PSUs resulting from dividend equivalents) shall be forfeited. In the event that you receive any additional PSUs as an adjustment with respect to the Grant Amount, such additional PSUs will be subject to the same restrictions as if granted under the Award Agreement as of the Grant Date and paid pursuant to Section 4 of this Agreement.

    1.3    No Voting Rights. Prior to the settlement of your PSUs pursuant to these Terms and Conditions, you shall not be entitled to vote the shares of Common Stock underlying the PSUs.

    1.4    Nontransferable. The PSUs shall be transferable only by will or the laws of descent and distribution. If you purport to make any transfer of the PSUs, except as described herein, the PSUs and all rights thereunder immediately shall terminate and be forfeited.

SECTION 2: Vesting, Performance Period, Forfeiture, Termination of Employment and Disability

    2.1    Vesting, Performance Period and Forfeiture.

    (a)    Vesting. Subject to Sections 3 and 5.4 of these Terms and Conditions, PSUs (as may be adjusted from the Grant Amount by reference to the performance goals and the Risk Adjustment Process) may be earned as set forth in Attachment A for the period [Insert Performance Period] (the “Performance Period”) and shall vest on the              anniversary of the Grant Date; provided that you remain continuously employed with your Employer through the close of business on                              ; and provided further that unvested PSUs are subject to forfeiture based upon the Risk Adjustment Process each year and following completion of the Performance Period as set forth on Exhibit A. Notwithstanding anything to the contrary contained in the Award Agreement and in accordance with Section 4.1, a vesting may be delayed if, on the Vesting Date, you are the subject of ongoing disciplinary or performance management investigations or proceedings concerning the circumstances under which forfeiture or clawback of this award could apply.  In such cases, the applicable portion of the award, if any, will vest following the completion of such investigations and proceedings to the extent the Corporation determines that forfeiture and/or clawback does not apply.

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    (b)    Forfeiture upon Termination of Employment. Subject to Sections 2.2 and 2.3 of these Terms and Conditions, if you cease to be continuously employed with your Employer prior to                    , you shall cease vesting in your PSUs as of your Termination Date and any unvested PSUs immediately shall terminate and be forfeited, except in situations where vesting would have occurred but for the fact that a determination has not yet been made as to whether a risk adjustment pursuant to Exhibit A is required, in which case vesting shall occur in accordance with the terms of the Award Agreement provided that the Committee determines the effect, if any, of a risk adjustment. As used herein, “Termination Date” shall mean the last day on which you are an employee of your Employer.

    (c)    Forfeiture upon Termination of Employment for Cause. Notwithstanding anything to the contrary contained in these Terms and Conditions, if your Employer terminates your employment for Cause, your PSUs, whether vested (but unsettled) or unvested, and including any dividend equivalent rights (including any PSUs resulting from dividend equivalents), immediately shall terminate and be forfeited. For purposes of these Terms and Conditions, “Cause” shall mean:

(i)    you have been convicted of, or have entered into a pretrial diversion or entered a plea of guilty or nolo contendere (plea of no contest) to a crime or offense constituting a felony (or its equivalent under applicable laws outside of the United States), or to any other crime or offense involving moral turpitude, dishonesty, fraud, breach of trust, money laundering, or any other offense that may preclude you from being employed with a financial institution;

(ii)    you are grossly negligent in the performance of your duties or have failed to perform the duties of your employment, including, without limitation, failure to comply with any lawful directive from your Employer or the Corporation, other than by reason of incapacity due to disability or from any permitted leave of absence required by law;

(iii)    you have violated the Corporation’s Code of Conduct or any of the policies of the Corporation or your Employer governing the conduct of business or your employment, including without limitation, those relating to discrimination and retaliation;

(iv)    you have engaged in any misconduct which has the effect or potential of being injurious to the Corporation, any Affiliate or your Employer, including, but not limited to, its reputation;

(v)    you have engaged in an act of fraud or dishonesty, including, but not limited to, taking or failing to take actions intending to result in personal gain; or

(vi)    if you are employed outside the United States, any other circumstances (beyond those listed above) that permit the immediate termination of your employment without notice or payment in accordance with the terms of your employment agreement or Applicable Laws (as defined in Section 5.2).

The determination of whether your actions will be considered Cause for purposes of these Terms and Conditions will be determined by the Corporation or any of its Affiliates, at its or their sole discretion, as applicable. Any determinations of Cause will be considered conclusive and binding on you.


    2.2    Specified Terminations of Employment.

    (a)    Death. If you cease to be continuously employed with your Employer by reason of your death prior to the date that your PSUs become fully vested, all unvested PSUs may vest as provided in Section 2.1(a) above following completion of the Performance Period and the balance of the PSUs that do not vest with respect to the Performance Period shall be deemed forfeited at the end of the Performance Period. In such case, the Corporation will issue your legal representative or your estate the vested PSUs settled in shares of Common Stock in accordance with Section 4.
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    [(b)    Age & Years of Service Rule; Termination Providing Transition/Separation Pay prior to Age 55.

(i)Age & Years of Service Rule. If you cease to be continuously employed with your Employer (i) on or after your attainment of age 55 but prior to age 60, and (ii) the combination of your age and years of credited employment with your Employer (in both instances, full and partial years) on your Termination Date equals or exceeds 65 (satisfaction of (i) and (ii) being a “Rule of 65 Retirement-Eligible Event”), a pro rata portion of the unvested PSUs may vest as provided in Section 2.1(a) above following completion of the Performance Period, so long as you fully comply with the applicable covenants provided in Section 3 hereof and provided that, if requested by your Employer (to the extent not prohibited by Applicable Laws), you execute and do not revoke a Transition/Separation Agreement and Release acceptable to your Employer. Such pro rata portion shall be determined as set forth in subsection (iii) below. For purposes of the foregoing, partial years shall be determined based upon the number of days since your prior birthday or the number of days of credited employment since your prior employment anniversary, as the case may be. Notwithstanding the foregoing, in the case of continued vesting following a Rule of 65 Retirement-Eligible Event, if you commence employment with a new employer that grants you a new award that replaces all or any portion of this award, any portion of this award that has been replaced by your new employer will be forfeited and will no longer vest and, where relevant, will be promptly repaid by you if the award or any portion of this award has already vested.

        (ii)    Termination Providing Transition/Separation Pay prior to Age 55. Provided that you execute and do not revoke a Transition/Separation Agreement and Release acceptable to your Employer, if you cease to be continuously employed with your Employer by reason of a termination by your Employer prior to your attainment of age 55 and in connection with such termination you receive transition/separation pay from the Corporation or your Employer, a pro rata portion of the unvested PSUs may vest as provided in Section 2.1(a) above following completion of the Performance Period, so long as you fully comply with the applicable covenants provided in Section 3 hereof. Such pro rata portion shall be determined as set forth in subsection (iii) below.

(iii)Calculation of Pro Rata Portion. In the event of continued vesting pursuant to subsection (b)(i) or (b)(ii) above, the pro rata portion of the PSUs that vests shall equal (i) the number of days from the first day of the Performance Period through the Termination Date, divided by (ii)                 , with the result multiplied by (iii) the number of PSUs, with that result multiplied by (iv) the applicable final earnout percentage as determined under Attachment A. In such case, the balance of the PSUs awarded shall be deemed forfeited at the end of the Performance Period.]

    [(c)    Special Age Rule. If you cease to be continuously employed with your Employer on or after your attainment of age 60 (“Rule of 60 Retirement-Eligible Event”), all unvested PSUs may vest as provided in Section 2.1(a) above following completion of the Performance Period so long as you fully comply with the covenants provided in Section 3 hereof and provided that, if requested by your Employer, you execute and do not revoke a Transition/Separation Agreement and Release acceptable to your Employer. The balance of the PSUs that do not vest with respect to the Performance Period shall be deemed forfeited at the end of the Performance Period. Notwithstanding the foregoing, in the case of continued vesting following a Rule of 60 Retirement-Eligible Event, if you commence employment with a new employer that grants you a new award that replaces all or any portion of this award, any portion of this award that has been replaced by your new employer will be forfeited and will no longer vest and, where relevant, will be promptly repaid by you if the award or any portion of this award has already vested.]

    (d)    Termination Providing Transition/Separation Pay on or after Age 55. Provided that you execute and do not revoke a Transition/Separation Agreement and Release acceptable to your Employer, if you cease to be continuously employed with your Employer by reason of a termination by your Employer on or after your attainment of age 55 and in connection with such termination you receive transition/separation pay from the Corporation or your Employer, all unvested PSUs may vest as provided in Section 2.1(a) above following completion of the Performance Period so long as you fully comply with the applicable covenants provided in Section 3 hereof. The balance of the PSUs that do not vest with respect to the Performance Period shall be deemed forfeited at the end of the Performance Period.
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    (e)    For purposes of Sections 2(b)(ii) and 2(d) above, “transition/separation pay” means any severance, redundancy or ex-gratia compensation payment to you from the Corporation or your Employer in connection with your termination of employment that is in excess of the amount payable to you on account of any notice period to which you are entitled pursuant to the terms of your contract of employment or otherwise (or payment in lieu of such notice).

    (f)    Sale of Business. If you cease to be continuously employed with your Employer due to a sale of a business unit or your Employer and you are not otherwise entitled to transition/separation pay, all unvested PSUs may vest as provided in Section 2.1(a) above following completion of the Performance Period so long as you fully comply with the applicable covenants provided in Section 3 hereof. The balance of the PSUs that do not vest with respect to the Performance Period shall be deemed forfeited at the end of the Performance Period.

    (g)    Change in Control. If your employment is terminated by your Employer without Cause within two (2) years after a Change in Control occurring after the Grant Date, all unvested PSUs may vest as provided in Section 2.1(a) above following completion of the Performance Period so long as you fully comply with the applicable covenants provided in Section 3 hereof. The balance of the PSUs that do not vest with respect to the Performance Period shall be deemed forfeited at the end of the Performance Period.

2.3    Disability. If you receive current benefits under a long-term disability plan maintained by the Corporation or your Employer while any portion of your PSUs remains unvested, all unvested PSUs will remain eligible to vest as provided in Section 2.1(a) above following completion of the Performance Period so long as you are eligible to receive such benefits provided you fully comply with the applicable covenants provided in Section 3 hereof. The balance of the PSUs that do not vest with respect to the Performance Period shall be deemed forfeited at the end of the Performance Period.

SECTION 3: Notice of Resignation, Non-Solicitation, Non-Competition, Confidential Information, Non-Disparagement and Cooperation

3.1    Notice of Resignation. As consideration for this award, you will provide your Employer with 90 days’ advance written notice of any voluntary termination of your employment with your Employer.

3.2    Non-Solicitation of Clients and Employees. You agree that until one (1) year from the Termination Date or, if later, the final vesting date set forth in the Award Notice, you will not directly or indirectly solicit or attempt to solicit or induce, directly or indirectly, (i) any current or prospective client of the Corporation or an Affiliate known to you, to initiate or continue a client relationship with you other than with the Corporation or Affiliate or to terminate or reduce its client relationship with the Corporation or Affiliate, or (ii) any employee of the Corporation or an Affiliate, to terminate such employee’s employment relationship with the Corporation or Affiliate in order to enter into a similar relationship with you, or any other person or any other entity. You expressly agree to (i) advise any person or entity that seeks to employ you of the terms of these covenants; and (ii) immediately notify Human Resources equity administration if you are not in compliance with your obligations above.

3.3    Non-Competition. In the case of (i) a Rule of 65 Retirement-Eligible Event, (ii) a termination providing transition/separation pay prior to age 55, (iii) a Rule of 60 Retirement-Eligible Event or (iv) a termination providing transition/separation pay on or after age 55, as specified in Sections 2.2(b)(i), 2.2(b)(ii), 2.2(c) and 2.2(d) respectively, you agree that until one (1) year from the Termination Date or, if later, the final vesting date set forth in the Award Notice, you will not, directly or indirectly, (without the prior written consent of the Corporation) (i) associate (including as a director, officer, employee, partner, consultant, agent or advisor) with a Competitive Enterprise, or (ii) transact business on behalf of a Competitive Enterprise. For purposes of the Award Agreement, “Competitive Enterprise” means any business enterprise that either (A) is a member of the Corporation’s competitive peer group as disclosed in the Corporation’s proxy statement that was most recently filed with the Securities and Exchange Commission preceding the Termination Date; or (B) is any other business enterprise for whom you would be performing services similar to those performed at the Corporation or any Affiliate within the
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twelve (12) months preceding the Termination Date. For the sake of clarity, the foregoing non-compete restriction does not prohibit you from being employed by the government or a not-for profit organization (i.e. an organization exempt from local and national tax laws). In view of the limited scope of the non-compete obligation assumed under this Section, which does not prevent you from working in other entities that are not affected by it, you hereby acknowledge that the ability to continue to vest in your PSUs, including any dividend equivalent rights, following a Rule of 65 Retirement-Eligible Event, a Rule of 60 Retirement-Eligible Event or a termination providing transition/separation pay is appropriate consideration for the non-compete obligation agreed to herein. You expressly agree to (i) advise any person or entity that seeks to employ you of the terms of these covenants; and (ii) immediately notify Human Resources equity administration if you are not in compliance with your obligations above.

3.4    Confidential Information.

(a)Except as may be permitted in accordance with Section 3.7 below, during the course of your employment with the Corporation or any Affiliate and continuing thereafter, you will not, either directly or indirectly, at any time, while an employee of the Corporation or any Affiliate or thereafter, make known, divulge, reveal, furnish, make available, or use (except for use in the regular course of your duties for the Corporation or its Affiliates) any Confidential Information (as defined below) without the written consent of the Corporation. You also agree that this obligation is in addition to, and not in limitation or preemption of, all other obligations of confidentiality that you may have to the Corporation or its Affiliates under the Code of Conduct, Securities Trading Policy or other rules or policies governing the conduct of their respective businesses, or general or specific legal or equitable principles.

(b)As used herein, “Confidential Information” means the information you have been given or to which you have access or become informed of which the Corporation or its Affiliates possess or have access and which relates to the Corporation or its Affiliates, is not generally known to the public or in the trade or is a competitive asset and/or otherwise constitutes a “trade secret,” as that term is defined by Applicable Laws (as defined below), of the Corporation or its Affiliates, including without limitation, non- public: (i) planning data and marketing strategies; (ii) terms of any new products and investment strategies; (iii) information relating to other officers and employees of the Corporation or its Affiliates; (iv) financial results and information about the business condition of the Corporation or its Affiliates; (v) terms of any investment, management or advisory agreement or other material contract; (vi) proprietary software and related documents; (vii) customer and potential customer information (for example, client lists, prospecting lists, information about client accounts, pricing strategies, and current or proposed transactions and contact persons at such customers and customer prospects); and (viii) material information or internal analyses concerning customers or customer prospects of the Corporation or its Affiliates or their respective operations, condition (financial or otherwise) or plans.

3.5    Non-Disparagement. Subject to Section 3.7 below, during the course of your employment with the Corporation or any Affiliate and continuing thereafter, you will not, directly or indirectly make, issue, authorize or publish any comments or statements (orally or in writing) to the media, including without limitation traditional vehicles and social media, to any individual or entity with whom or which the Corporation, or any of its Affiliates, has a business relationship, or to any other individual or entity, which disparages, criticizes or otherwise reflects adversely upon the Corporation, any of its Affiliates or any of their respective employees, officers or directors.

3.6    Cooperation. Upon the termination of your employment for any reason or no reason, including but not limited to resignation of employment, you will fully cooperate with the Corporation and its Affiliates upon reasonable notice and at reasonable times, in the prosecution and defense of complaints, investigations, litigation, arbitration and mediation of any complaints, claims or actions now in existence or that may be threatened or brought in the future relating to events or occurrences that transpired while employed by the Corporation or any Affiliate.

3.7    Governmental Authorities. Nothing in the Award Agreement prohibits or interferes with your right to disclose any relevant and necessary information in any action or proceeding relating to the Award Agreement or as otherwise required by law or legal process. In addition, nothing in the Award Agreement prohibits or interferes
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with your or your attorney’s right: (a) to initiate communications directly with or report or disclose possible violations of law or regulation to, any governmental agency or entity, legislative body, or any self-regulatory organization, including but not limited to the U.S. Department of Justice (“DOJ”), the U.S. Securities and Exchange Commission (“SEC”), the U.S. Financial Industry Regulatory Authority (“FINRA”), the U.S. Equal Employment Opportunity Commission (“EEOC”), or U.S. Congress, and such reports or disclosures do not require prior notice to, or authorization from, the Corporation; (b) to participate, cooperate, or testify in any action, investigation or proceeding with, provide information to, or respond to any inquiry from any governmental agency or legislative body, any self-regulatory organization, including but not limited to the IRS, SEC, FINRA, the EEOC, DOJ, U.S. Congress (“Governmental Authorities”), or the Corporation’s Legal or Compliance Departments and such communications do not require prior notice to, or authorization from the Corporation. However, with respect to such communications, reports, participation, cooperation or testimony to the Governmental Authorities, as set forth above in clauses (a) and (b) of this Section, you may not disclose privileged communications with the Corporation’s counsel. To the extent permitted by law, upon receipt of a subpoena, court order or other legal process compelling the disclosure of any information, you will give prompt written notice to the Corporation so as to provide the Corporation ample opportunity to protect its interests in confidentiality to the fullest extent possible unless the subpoena, court order or other legal process pertains to an action described above in clauses (a) or (b) of this Section, in which event no such notice is required. Notwithstanding any confidentiality and non-disclosure obligations you may have, you are hereby advised as follows pursuant to the U.S. Federal Defend Trade Secrets Act of 2016: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

3.8    Existing Obligations. The terms of the Award Agreement shall not in any way (a) limit your obligations pursuant to any other agreements with the Corporation or any of its Affiliates or other corporate plans or policies applicable to you; or (b) limit the Corporation’s or your Employer’s rights to exercise any remedies it may have under Applicable Laws or under the terms of such other agreements, plans or policies.

    3.9    Failure to Comply with Covenants. If you fail to comply with any of the foregoing applicable covenants, the PSUs shall be immediately forfeited and may be subject to repayment as provided in Section 5.4 of these Terms and Conditions.

SECTION 4: Settlement

    4.1    Time of Settlement. Vested PSUs shall be settled within two and one-half (2 ½) months following the end of the Performance Period, contingent upon the Committee’s determination of the earnout achieved and subject to the individual per-employee limitations included in the Plan; provided, if you are a “specified employee” under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), upon separation from service and if such settlement is deferred compensation conditioned upon a separation from service and not compensation you could receive without separating from service, then settlement shall not be made until the first day following the six (6) month anniversary of your separation from service (or upon your death, if earlier).

    4.2    Form of Settlement. PSUs, including any PSUs resulting from dividend equivalents, shall be settled in the form of Common Stock delivered in book-entry form.

SECTION 5: Other Terms and Conditions

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    5.1    No Right to Employment. Neither the award of PSUs nor anything else contained in these Terms and Conditions nor the Plan shall be deemed to limit or restrict the right of your Employer to terminate your employment at any time, for any reason, with or without Cause.

    5.2    Compliance with Laws. Notwithstanding any other provision of these Terms and Conditions, you agree to take any action, and consent to the taking of any action by the Corporation and your Employer with respect to the PSUs awarded hereunder necessary to achieve compliance with applicable laws, regulations or relevant regulatory requirements or interpretations in effect from time to time (“Applicable Laws”). Any determination by the Corporation in this regard shall be final, binding and conclusive. The Corporation shall in no event be obligated to register any securities pursuant to the U.S. Securities Act of 1933 (as the same shall be in effect from time to time) or other applicable foreign securities laws, or to take any other affirmative action in order to cause the delivery of shares in book-entry form or otherwise therefore to comply with any Applicable Laws. For the avoidance of doubt, you understand and agree that if any payment or other obligation under or arising from these Terms and Conditions, including without limitation dividend equivalent rights, or the Plan is in conflict with or is restricted by any Applicable Laws, the Corporation may reduce, revoke, cancel, clawback or impose different terms and conditions to the extent it deems necessary or appropriate, in its sole discretion, to effect such compliance. If the Corporation determines that it is necessary or appropriate for any payments under these Terms and Conditions to be delayed in order to avoid additional tax, interest and or penalties under Section 409A of the Code, then the payments would not be made before the date which is the first day following the six (6) month anniversary of the date of your termination of employment (or upon earlier death).

5.3    Tax Withholding. Regardless of any action the Corporation or your Employer take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Corporation and your Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including the grant of the PSUs, the vesting of the PSUs, the subsequent sale of any shares of Common Stock acquired pursuant to the PSUs and the receipt of any dividends or dividend equivalents (including any PSUs resulting from dividend equivalents), and (b) do not commit to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you are or become subject to taxation in more than one country you acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country.
Prior to the delivery of shares of Common Stock upon the vesting of your PSUs, if your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Corporation shall be authorized to withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the PSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In the event that withholding in shares of Common Stock is prohibited or problematic under Applicable Laws or otherwise may trigger adverse consequences to the Corporation or your Employer, your Employer is authorized to withhold the Tax-Related Items required to be withheld with respect to the shares of Common Stock in cash from your regular salary and/or wages or any other amounts payable to you. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Corporation or through your regular salary and/or wages or other amounts payable to you by your Employer, no shares of Common Stock will be issued to you (or your estate) upon vesting of the PSUs unless and until satisfactory arrangements have been made by you with respect to the payment of any Tax-Related Items that the Corporation or your Employer determines, in its sole discretion, must be withheld or collected with respect to such PSUs. By accepting this grant of PSUs, you expressly consent to the withholding of shares of Common Stock and/or withholding from your regular salary and/or wages or other amounts payable to you as provided for hereunder. All other Tax-Related Items related to the PSUs and any shares of Common Stock delivered in payment thereof are your sole responsibility.

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Depending on the withholding method, the Corporation or your Employer may withhold or account for Tax-Related Items by considering applicable statutory or other withholding rates, including minimum or maximum rates applicable in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock). In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Corporation and/or your Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, you shall be deemed to have been issued the full number of shares of Common Stock subject to the vested PSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.

    5.4    Forfeiture and Repayment. If, directly or indirectly:

    (a)    during the course of your employment with your Employer, you violate any obligations set forth in the Award Agreement (including without limitation those obligations set forth in Section 3 of these Terms and Conditions) or engage in conduct or it is discovered that you engaged in conduct that is adverse to the interests of the Corporation or its Affiliates, including failures to comply with the Corporation’s or any of its Affiliate’s rules or regulations, fraud, or conduct contributing to any financial restatements or irregularities;

(b)    during the course of your employment with your Employer and, unless you have posttermination obligations or duties owed to the Corporation or its Affiliates pursuant to an individual agreement set forth in subsection (d) below, for one (1) year thereafter, you engage (other than for the benefit of the Corporation or its Affiliates) in solicitation and/or diversion of customers or employees;

(c)    during the course of your employment with your Employer, you engage in competition with the Corporation or its Affiliates;

(d)    following termination of your employment with your Employer for any reason, with or without Cause, you violate any post-termination obligations or duties owed to the Corporation or its Affiliates under any agreement with the Corporation or its Affiliates, including without limitation, any employment, confidentiality, non-solicitation, non-competition or other agreement restricting post-employment conduct (including without limitation those obligations set forth in Section 3 of these Terms and Conditions); or

(e)    any compensation that the Corporation or its Affiliates has promised or paid to you is required to be forfeited and/or repaid to the Corporation or its Affiliates pursuant to applicable regulatory requirements;

then the Corporation may cancel all or any portion of the PSUs and/or require repayment of any shares of Common Stock (or the value thereof) or other amounts which were acquired pursuant to the PSUs (including dividends paid on the shares of Common Stock and dividend equivalents). The Corporation shall have sole discretion to determine what constitutes grounds for forfeiture and/or repayment under this Section 5.4, and, in such event, the portion of the PSUs that shall be cancelled and the sums or amounts that shall be repaid. For purposes of the foregoing, you expressly and explicitly authorize the Corporation to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Corporation to hold the shares of Common Stock and other amounts acquired pursuant to the PSUs to re-convey, transfer or otherwise return such shares and/or other amounts to the Corporation.

    5.5    Governing Law and Choice of Forum. The Award Notice and these Terms and Conditions shall be construed and enforced in accordance with the laws of the State of New York, other than any choice of law provisions calling for the application of laws of another jurisdiction. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or these Terms and Conditions, the parties hereby submit to and consent to the exclusive jurisdiction of the State of New York and agree that such litigation shall be conducted only in the courts of New York County, New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where this grant is made and/or to be performed and agree to such other choice of forum provisions as are included in the Plan.
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5.6    Nature of Plan. By participating in the Plan, you acknowledge, understand and agree that:

(a)    The Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Corporation, in its sole discretion, at any time.

(b)    The grant of PSUs under the Plan is a one-time benefit and does not create any contractual or other right to receive PSUs or benefits in lieu of such awards in the future. Future awards, if any, will be at the sole discretion of the Corporation, including, but not limited to, the form and timing of the award, the number of shares of Common Stock subject to the award, the vesting provisions applicable to the award and the purchase price (if any).

(c)    Your participation in the Plan is voluntary, and the value of your PSUs is an extraordinary item of compensation and is outside the scope of your employment (and your employment contract, if any). As such, your PSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, dismissal, termination or end of service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments.

(d)    No claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any). In consideration of the grant of the PSUs, you expressly agree not to institute any such claim against the Corporation, any of its Affiliates or your Employer.

    5.7    Data Privacy. By accepting the PSUs, you declare that you agree with the data processing practices described herein and consent to the collection, processing and use of your Personal Data (as defined below) by the Corporation and the transfer of your Personal Data to the recipients mentioned herein, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described herein.

(a)Declaration of Consent. You understand that you need to review the following information about the processing of your personal data by or on behalf of the Corporation, your Employer and/or any of its Affiliates, as described herein, and any other PSU grant materials (the “Personal Data”) and declare your consent. With regard to the processing of your Personal Data in connection with the Plan, you understand that the Corporation is the controller of the Personal Data.

(b)Data Processing and Legal Basis. The Corporation collects, uses and otherwise processes your Personal Data for the purposes of allocating shares and implementing, administering and managing the Plan. You understand that this Personal Data may include, without limitation, your name, home address and telephone number, email address, personal bank account details, date of birth, social insurance number, passport number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of Common Stock or directorships held in the Corporation or its Affiliates, details of all PSUs or any other entitlement to shares of Common Stock or equivalent benefits awarded, canceled, purchased, vested, unvested or outstanding in your favor. The Corporation’s legal basis for the processing of your Personal Data is your consent.
(c)Stock Plan Administration Service Providers. You understand that the Corporation may transfer your Personal Data, or parts thereof, to Fidelity Stock Plan Services LLC and certain of its affiliated companies (“Fidelity”), an independent service provider based in the United States which assists the Corporation with the implementation, administration and management of the Plan. In the future, the Corporation may select a different service provider and share your Personal Data with such different service provider that serves the Corporation in a similar manner. You understand and acknowledge that the Corporation’s service provider may open an account for you to receive and trade shares acquired under the Plan and that you will be asked to agree
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on separate terms and data processing practices with the service provider, which is a condition of your ability to participate in the Plan.
(d)International Data Transfers. You understand that the Corporation and, as of the date hereof, certain third parties assisting in the implementation, administration and management of the Plan, such as the Corporation’s service providers, are based in the United States. If you are located outside the United States, you understand and acknowledge that your country has enacted data privacy laws that are different from the laws of the United States. For example, the European Commission has issued only a limited adequacy finding with respect to the United States that applies solely if and to the extent that companies self-certify and remain self-certified under the EU/U.S. Privacy Shield program. Otherwise, transfers of personal data from the EU to the United States can be made on the basis of Standard Contractual Clauses approved by the European Commission or other appropriate safeguards permissible under the Applicable Laws. If you are located in the EU or EEA, the Corporation may receive, process and transfer your Personal Data onward to third-party service providers solely on the basis of appropriate data transfer agreements or other appropriate safeguards permissible under Applicable Laws. If applicable, you understand that you can ask for a copy of the appropriate data processing agreements underlying the transfer of your Personal Data by contacting your local human resources representative. The Corporation’s legal basis for the transfer of your Personal Data is your consent.
(e)Data Retention. You understand that the Corporation will use your Personal Data only as long as is necessary to implement, administer and manage your participation in the Plan, or to comply with Applicable Laws, including under tax and securities laws. In the latter case, you understand and acknowledge that the Corporation’s legal basis for the processing of your Personal Data would be compliance with the Applicable Laws or the pursuit by the Corporation of respective legitimate interests not outweighed by your interests, rights or freedoms. When the Corporation no longer needs your Personal Data for any of the above purposes, you understand the Corporation will remove it from its systems.
(f)Voluntariness and Consequences of Denial/Withdrawal of Consent. You understand that your participation in the Plan and your grant of consent is purely voluntary. You may deny or later withdraw your consent at any time, with future effect and for any or no reason. If you deny or later withdraw your consent, the Corporation can no longer offer you participation in the Plan or offer other awards to you or administer or maintain such awards and you would no longer be able to participate in the Plan. You further understand that denial or withdrawal of your consent would not affect your status or salary as an employee or your career and that you would merely forfeit the opportunities associated with the Plan.
(g)Data Subject Rights. You understand that data subject rights regarding the processing of personal data vary depending on the Applicable Laws and that, depending on where you are based and subject to the conditions set out in the Applicable Laws, you may have, without limitation, the rights to (i) inquire whether and what kind of Personal Data the Corporation holds about you and how it is processed, and to access or request copies of such Personal Data, (ii) request the correction or supplementation of Personal Data about you that is inaccurate, incomplete or out-of-date in light of the purposes underlying the processing, (iii) obtain the erasure of Personal Data no longer necessary for the purposes underlying the processing, processed based on withdrawn consent, processed for legitimate interests that, in the context of your objection, do not prove to be compelling, or processed in non-compliance with applicable legal requirements, (iv) request the Corporation to restrict the processing of your Personal Data in certain situations where you feel its processing is inappropriate, (v) object, in certain circumstances, to the processing of Personal Data for legitimate interests, and to (vi) request portability of your Personal Data that you have actively or passively provided to the Corporation (which does not include data derived or inferred from the collected data), where the processing of such Personal Data is based on consent or your employment or service contract and is carried out by automated means. In case of concerns, you understand that you may also have the right to lodge a complaint with the competent local data protection authority. Further, to receive clarification of, or to exercise any of your rights, you should contact your local human resources representative.
5.8    Insider Trading/Market Abuse Laws. You may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable
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jurisdictions including the United States and your country or your broker’s country, if different, which may affect your ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (e.g., PSUs) or rights linked to the value of shares of Common Stock under the Plan during such times as you are considered to have “inside information” regarding the Corporation (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (a) disclosing the inside information to any third party and (b) “tipping” third parties or causing them otherwise to buy or sell securities (third parties include fellow employees). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable insider trading policy of the Corporation. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter.
5.9    Electronic Delivery and Acceptance. The Corporation may, in its sole discretion, deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Corporation or a third party designated by the Corporation.
5.10    Severability. The provisions of these Terms and Conditions are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. Alternatively, the Corporation, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to render it valid and enforceable to the full extent permitted under Applicable Laws.
    5.11    Liability for Breach. You shall indemnify the Corporation and hold it harmless from and against any and all damages or liabilities incurred by the Corporation (including liabilities for attorneys’ fees and disbursements) arising out of any breach by you of these Terms and Conditions, including, without limitation, any attempted transfer of PSUs in violation of Section 1.4 of these Terms and Conditions.

5.12    Waiver. You acknowledge that a waiver by the Corporation of any provision of these Terms and Conditions shall not operate or be construed as a waiver of any other provision of these Terms and Conditions, or of any subsequent breach of these Terms and Conditions.
5.13    Addendum. The grant of your PSUs shall be subject to any special terms and conditions set forth in any Addendum to these Terms and Conditions (the “Addendum”) for your state of residence (and your state of employment, if different). If you relocate your residency or employment to one of the states included in the Addendum, the special terms and conditions for such state will apply to you, to the extent the Corporation determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Addendum shall constitute part of the Terms and Conditions.
5.14    Additional Requirements. The Corporation reserves the right to impose other requirements on the PSUs, any payment made pursuant to the PSUs, and your participation in the Plan, to the extent the Corporation determines, in its sole discretion, that such other requirements are necessary or advisable for legal or administrative reasons. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
****************************


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Attachment A
Performance Goals

[Complete as appropriate]



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THE BANK OF NEW YORK MELLON CORPORATION

FORM OF ADDENDUM TO
TERMS AND CONDITIONS
OF PERFORMANCE SHARE UNITS

In addition to the terms of the Award Notice – Executive Committee General and the Terms and Conditions - Executive Committee General and as well as the terms of the Plan, the PSUs are subject to the following additional terms and conditions (the “Addendum”). All capitalized terms as contained in this Addendum shall have the same meaning as set forth in the Award Notice, the Terms and Conditions and the Plan. Pursuant to Section 5.13 of the Terms and Conditions, if you transfer your residence and/or employment to another state reflected in an Addendum at the time of transfer, the special terms and conditions for such state will apply to you to the extent the Corporation determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law, rules and regulations, or to facilitate the operation and administration of the award of PSUs and the Plan (or the Corporation may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer).

[COMMONWEALTH OF MASSACHUSETTS

1.    Non-Solicitation of Clients and Employees. The following provision shall replace Section 3.2 of the Terms and Conditions in its entirety:
Non-Solicitation of Clients and Employees. Because of the Corporation’s legitimate business interests as described herein and the good and valuable consideration offered pursuant to the Award Agreement, which is in excess of any consideration you are otherwise entitled to as a current employee, you agree that until one (1) year from the Termination Date or, if later and to the maximum extent permissible by law, the final vesting date set forth in the Award Notice, you will not directly or indirectly solicit or attempt to solicit or induce, directly or indirectly, (i) any current or prospective client of the Corporation or an Affiliate known to you, to initiate or continue a client relationship with you other than with the Corporation or Affiliate or to terminate or reduce its client relationship with the Corporation or Affiliate, or (ii) any employee of the Corporation or an Affiliate, to terminate such employee’s employment relationship with the Corporation or Affiliate in order to enter into a similar relationship with you, or any other person or any entity. You expressly agree to (i) advise any person or entity that seeks to employ you of the terms of these covenants; and (ii) immediately notify Human Resources equity administration if you are not in compliance with your obligations above.

2.    Non-Competition. The following provision shall replace Section 3.3 of the Terms and Conditions in its entirety:

Non-Competition. Because of the Corporation’s legitimate business interests as described herein and the good and valuable consideration offered pursuant to the Award Agreement, which is in excess of any consideration you are otherwise entitled to as a current employee, in the case of (i) a Rule of 65 Retirement-Eligible Event, (ii) a termination providing transition/separation pay prior to age 55, (iii) a Rule of 60 Retirement-Eligible Event or (iv) a termination providing transition/separation pay on or after age 55, as specified in Sections 2.2(b)(i), 2.2(b)(ii), 2.2(c) and 2.2(d) respectively, you agree that until one (1) year from the Termination Date or, if later and to the maximum extent permissible by law, the final vesting date set forth in the Award Notice, you will not, directly or indirectly (without the prior written consent of the Corporation), (i) associate (including as a director, officer, employee, partner, consultant, agent or advisor) with a Competitive Enterprise in a Restricted Territory, or (ii) transact business on behalf of a Competitive Enterprise in a Restricted Territory.  For purposes of the Award Agreement, “Competitive Enterprise” means any business enterprise that either (A) is a member of the Corporation’s competitive peer group as disclosed in the Corporation’s proxy statement that was most recently filed with the Securities and Exchange Commission preceding the Termination Date; or (B) is any other business enterprise for whom you would be performing services similar to those performed at the Corporation or any Affiliate within the twelve (12) months preceding the Termination Date.  For the purposes of the Award Agreement, “Restricted Territory” means all geographic areas in which you, during any time within the last 24 months preceding the end of
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your employment with the Corporation, provided services or had a material presence or influence, which given your current senior role in the Corporation shall be presumed to mean the entire world. For the sake of clarity, the foregoing non-compete restriction does not prohibit you from being employed by the government or a not-for profit organization (i.e. an organization exempt from local and national tax laws).  In view of the limited scope of the non-compete obligation assumed under this Section, which does not prevent you from working in other entities that are not affected by it, you hereby acknowledge that the continued vesting in your PSUs, including any dividend equivalent rights, following a Rule of 65 Retirement-Eligible Event, a Rule of 60 Retirement-Eligible Event or a termination providing transition/separation pay is appropriate consideration for the non-compete obligation agreed to herein. You expressly agree to (i) advise any person or entity that seeks to employ you of the terms of these covenants; and (ii) immediately notify Human Resources equity administration if you are not in compliance with your obligations above.

3.    Governing Law and Choice of Forum. The following provision shall replace Section 5.5 of the Terms and Conditions in its entirety:

Governing Law and Choice of Forum. The Award Notice and these Terms and Conditions shall be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, other than any choice of law provisions calling for the application of laws of another jurisdiction. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or these Terms and Conditions, the parties hereby submit to and consent to the exclusive jurisdiction of the Commonwealth of Massachusetts and agree that such litigation shall be conducted only in the courts of Suffolk County, Massachusetts, and no other courts, where this grant is made and/or to be performed and agree to such other choice of forum provisions as are included in the Plan.

4.    Acknowledgment of Full Understanding. YOU ACKNOWLEDGE AND AGREE THAT:

(A)YOU HAVE FULLY READ, UNDERSTAND AND VOLUNTARILY ENTERED INTO THE AWARD AGREEMENT;

(B)YOU HAVE HAD A RIGHT AND REASONABLE OPPORTUNITY OF AT LEAST TEN (10) DAYS TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF YOUR CHOICE BEFORE ELECTRONICALLY ACKNOWLEDGING AND ACCEPTING THE TERMS OF THE AWARD AGREEMENT;

(C)SECTION 3.3 OF THE AGREEMENT SHALL NOT BE EFFECTIVE UNTIL TEN DAYS FOLLOWING THE DATE THAT YOU HAVE BEEN PROVIDED NOTICE OF THE TERMS AND CONDITIONS OF THE AWARD AGREEMENT;

(D)YOU HAVE UNTIL THE ACCEPTANCE DEADLINE (AS DEFINED IN THE AWARD NOTICE) TO ACKNOWLEDGE AND ACCEPT THE AWARD AGREEMENT AND PLAN DOCUMENT ELECTRONICALLY ON THE EQUITY WEBSITE; AND

(E)IF YOU ELECTRONICALLY ACKNOWLEDGE AND ACCEPT THE AWARD AGREEMENT AND PLAN DOCUMENT ON OR BEFORE THE TENTH DAY FOLLOWING THE DATE THAT YOU HAVE BEEN PROVIDED NOTICE THAT THE AWARD AGREEMENT HAS BEEN POSTED ON THE EQUITY WEBSITE, YOU AGREE THAT YOU HAVE DONE SO WILLINGLY, VOLUNTARILY AND WITHOUT ANY COERCION BY THE CORPORATION.
    IN WITNESS WHEREOF, the Corporation has caused the Award Agreement to be executed by its duly authorized officer.
___________________________________
Global Head of Compensation and Benefits]
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Exhibit 31.1
CERTIFICATION
I, Thomas P. Gibbons, certify that:
1.I have reviewed this quarterly report on Form 10-Q of The Bank of New York Mellon Corporation (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 5, 2021
 
/s/ Thomas P. Gibbons
Name: Thomas P. Gibbons
Title: Chief Executive Officer


Exhibit 31.2
CERTIFICATION
I, Emily Portney, certify that:
1.I have reviewed this quarterly report on Form 10-Q of The Bank of New York Mellon Corporation (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 5, 2021
 
/s/ Emily Portney
Name: Emily Portney
Title: Chief Financial Officer


Exhibit 32.1
CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of The Bank of New York Mellon Corporation (“BNY Mellon”), hereby certifies, to his knowledge, that BNY Mellon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of BNY Mellon.
Dated: August 5, 2021 /s/ Thomas P. Gibbons
Name: Thomas P. Gibbons
Title:  Chief Executive Officer



The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.


Exhibit 32.2
CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of The Bank of New York Mellon Corporation (“BNY Mellon”), hereby certifies, to her knowledge, that BNY Mellon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of BNY Mellon.
Dated: August 5, 2021 /s/ Emily Portney
Name: Emily Portney
Title: Chief Financial Officer



The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.