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 September 30, 2023

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 Sept. 30, 2023, 769,073,278 shares of the registrant’s common stock, $0.01 par value per share, were outstanding.

THE BANK OF NEW YORK MELLON CORPORATION

Third Quarter 2023 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 third quarter 2023 events	4
Highlights of third quarter 2023 results	4
Fee and other revenue	6
Net interest revenue	9
Noninterest expense	12
Income taxes	12
Review of business segments	13
Critical accounting estimates	21
Consolidated balance sheet review	22
Liquidity and dividends	31
Capital	36
Trading activities and risk management	39
Asset/liability management	41
Supplemental information – Explanation of GAAP and Non-GAAP financial measures	43
Recent accounting and regulatory developments	47
Website information	49
Item 1. Financial Statements:
Consolidated Income Statement (unaudited)	50
Consolidated Comprehensive Income Statement (unaudited)	52
Consolidated Balance Sheet (unaudited)	53
Consolidated Statement of Cash Flows (unaudited)	54
Consolidated Statement of Changes in Equity (unaudited)	55

	Page
Notes to Consolidated Financial Statements:
Note 1—Basis of presentation	58
Note 2—New accounting guidance	58
Note 3—Acquisitions and dispositions	59
Note 4—Securities	59
Note 5—Loans and asset quality	64
Note 6—Goodwill and intangible assets	71
Note 7—Other assets	73
Note 8—Contract revenue	74
Note 9—Net interest revenue	76
Note 10—Employee benefit plans	77
Note 11—Income taxes	77
Note 12—Variable interest entities	77
Note 13—Preferred stock	78
Note 14—Other comprehensive income (loss)	79
Note 15—Fair value measurement	80
Note 16—Fair value option	85
Note 17—Derivative instruments	85
Note 18—Commitments and contingent liabilities	92
Note 19—Business segments	98
Note 20—Supplemental information to the Consolidated Statement of Cash Flows	101
Item 4. Controls and Procedures	102
Forward-looking Statements	103
Part II – Other Information
Item 1. Legal Proceedings.	105
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.	105
Item 5. Other Information.	105
Item 6. Exhibits.	105
Index to Exhibits	106
Signature	108

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)	Sept. 30, 2023			June 30, 2023			Sept. 30, 2022			Sept. 30, 2023			Sept. 30, 2022
Results applicable to common shareholders of The Bank of New York Mellon Corporation:
Net income	$	956		$	1,031		$	319		$	2,892		$	1,853
Basic earnings per share	$	1.23		$	1.31		$	0.39		$	3.66		$	2.29
Diluted earnings per share	$	1.22		$	1.30		$	0.39		$	3.65		$	2.28
Fee and other revenue	$	3,358		$	3,354		$	3,353		$	9,947		$	10,011
Net interest revenue	1,016			1,100			926			3,244			2,448
Total revenue	$	4,374		$	4,454		$	4,279		$	13,191		$	12,459
Return on common equity (annualized)	10.5		%	11.6		%	3.5		%	10.8		%	6.8		%
Return on tangible common equity (annualized) – Non-GAAP (a)	20.5		%	22.6		%	7.5		%	21.1		%	14.0		%
Fee revenue as a percentage of total revenue	74		%	73		%	76		%	73		%	78		%
Non-U.S. revenue as a percentage of total revenue	36		%	37		%	35		%	36		%	35		%
Pre-tax operating margin	29		%	30		%	15		%	29		%	21		%
Net interest margin	1.18		%	1.20		%	1.05		%	1.23		%	0.89		%
Net interest margin on a fully taxable equivalent (“FTE”) basis – Non-GAAP (b)	1.18		%	1.20		%	1.05		%	1.23		%	0.90		%
Assets under custody and/or administration (“AUC/A”) at period end (in trillions) (c)	$	45.7		$