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

FORM 10-Q

[ X ] Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2018
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File No. 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
(I.R.S. Employer Identification No.)
incorporation or organization)
 

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

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 x    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x    No o

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 x
Smaller reporting company o
Accelerated filer o
Emerging growth company o
Non-accelerated filer o (Do not check if a smaller reporting 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. o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 
Class
Outstanding as of

 
 
 
June 30, 2018

 
 
Common Stock, $0.01 par value
999,944,587

 




THE BANK OF NEW YORK MELLON CORPORATION

Second Quarter 2018 Form 10-Q
Table of Contents 
 
 
Page
 
 
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:
 
Key second quarter 2018 and subsequent events
Highlights of second quarter 2018 results
Business continuity and operational resiliency
 
 
Item 1. Financial Statements:
 
 
 
Page
Notes to Consolidated Financial Statements:
 
Note 3—Acquisitions and dispositions
 
 
 
 
Part II - Other Information
 
 
 
Index to Exhibits
Signature




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, 2018

March 31, 2018

June 30, 2017

 
June 30, 2018

June 30, 2017

Results applicable to common shareholders of The Bank of New York Mellon Corporation:
 
 
 
 
 
 
Net income
$
1,055

$
1,135

$
926

 
$
2,190

$
1,806

Basic earnings per share
$
1.04

$
1.11

$
0.88

 
$
2.15

$
1.71

Diluted earnings per share
$
1.03

$
1.10

$
0.88

 
$
2.14

$
1.70

 
 
 
 
 
 
 
Fee and other revenue
$
3,210

$
3,270

$
3,120

 
$
6,480

$
6,138

Income (loss) from consolidated investment management funds
12

(11
)
10

 
1

43

Net interest revenue
916

919

826

 
1,835

1,618

Total revenue
$
4,138

$
4,178

$
3,956

 
$
8,316

$
7,799

 
 
 
 
 
 
 
Return on common equity (annualized)
11.2
%
12.2
%
10.4
%
 
11.7
%
10.3
%
Return on tangible common equity (annualized) – Non-GAAP (a)
23.5
%
25.9
%
21.9
%
 
24.6
%
22.1
%
 
 
 
 
 
 
 
Return on average assets (annualized)
1.22
%
1.29
%
1.09
%
 
1.25
%
1.07
%
 
 
 
 
 
 
 
Fee revenue as a percentage of total revenue
78
%
79
%
79
%
 
78
%
79
%
 
 
 
 
 
 
 
Percentage of non-U.S. total revenue
37
%
37
%
35
%
 
37
%
34
%
 
 
 
 
 
 
 
Pre-tax operating margin
34
%
35
%
33
%
 
34
%
32
%
 
 
 
 
 
 
 
Net interest margin
1.26
%
1.22
%
1.14
%
 
1.24
%
1.14
%
Net interest margin on a fully taxable equivalent (“FTE”) basis – Non-GAAP (b)
1.26
%
1.23
%
1.16
%
 
1.25
%
1.15
%
 
 
 
 
 
 
 
Assets under custody and/or administration (“AUC/A”) at period end (in trillions) (c)
$
33.6

$
33.5

$
31.1

 
$
33.6

$
31.1

Assets under management (“AUM”) at period end (in billions) (d)
$
1,805

$
1,868

$
1,771

 
$
1,805

$
1,771

Market value of securities on loan at period end (in billions) (e)
$
432

$
436

$
336

 
$
432

$
336

 
 
 
 
 
 
 
Average common shares and equivalents outstanding (in thousands):
 
 
 
 
 
 
Basic
1,010,179

1,016,797

1,035,829

 
1,013,507

1,038,479

Diluted
1,014,357

1,021,731

1,041,879

 
1,018,020

1,044,809

 
 
 
 
 
 
 
Selected average balances:
 
 
 
 
 
 
Interest-earning assets
$
292,086

$
302,069

$
289,496

 
$
297,050

$
286,475

Assets of operations
$
345,840

$
357,483

$
341,607

 
$
351,630

$
338,362

Total assets
$
346,328

$
358,175

$
342,515

 
$
352,219

$
339,375

Interest-bearing deposits
$
152,799

$
155,704

$
142,336

 
$
154,244

$
141,084

Long-term debt
$
28,349

$
28,407

$
27,398

 
$
28,378

$
26,644

Noninterest-bearing deposits
$
64,768

$
71,005

$
73,886

 
$
67,869

$
73,721

Preferred stock
$
3,542

$
3,542

$
3,542

 
$
3,542

$
3,542

Total The Bank of New York Mellon Corporation common shareholders’ equity
$
37,750

$
37,593

$
35,862

 
$
37,672

$
35,416

 
 
 
 
 
 
 
Other information at period end:
 
 
 
 
 
 
Cash dividends per common share
$
0.24

$
0.24

$
0.19

 
$
0.48

$
0.38

Common dividend payout ratio
23
%
22
%
22
%
 
22
%
22
%
Common dividend yield (annualized)
1.8
%
1.9
%
1.5
%
 
1.8
%
1.5
%
Closing stock price per common share
$
53.93

$
51.53

$
51.02

 
$
53.93

$
51.02

Market capitalization
$
53,927

$
52,080

$
52,712

 
$
53,927

$
52,712

Book value per common share
$
37.97

$
37.78

$
35.26

 
$
37.97

$
35.26

Tangible book value per common share – Non-GAAP (a)
$
19.00

$
18.78

$
17.53

 
$
19.00

$
17.53

Full-time employees
52,000

52,100

52,800

 
52,000

52,800

Common shares outstanding (in thousands)
999,945

1,010,676

1,033,156

 
999,945

1,033,156



2 BNY Mellon


Consolidated Financial Highlights (unaudited) (continued)
Regulatory capital and other ratios
June 30, 2018

March 31, 2018

Dec. 31, 2017

Average liquidity coverage ratio (“LCR”)
118
%
116
%
118
%
 
 
 
 
Regulatory capital ratios: (f)
 
 
 
Advanced:
 
 
 
Common equity Tier 1 (“CET1”) ratio
11.0
%
10.7
%
10.3
%
Tier 1 capital ratio
13.1

12.7

12.3

Total (Tier 1 plus Tier 2) capital ratio
13.8

13.4

13.0

Standardized:
 
 
 
CET1 ratio
11.9
%
11.7
%
11.5
%
Tier 1 capital ratio
14.1

14.0

13.7

Total (Tier 1 plus Tier 2) capital ratio
15.1

14.9

14.7

 
 
 
 
Tier 1 leverage ratio (f)
6.7
%
6.5
%
6.4
%
Supplementary leverage ratio (“SLR”) (f)
6.1

5.9

5.9

 
 
 
 
BNY Mellon shareholders’ equity to total assets ratio
11.8
%
11.2
%
11.1
%
BNY Mellon common shareholders’ equity to total assets ratio
10.8

10.2

10.1

(a)
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 40 for the reconciliation of Non-GAAP measures.
(b)
See “Average balances and interest rates” on page 9 for a reconciliation of this Non-GAAP measure.
(c)
Includes the AUC/A of CIBC Mellon Global Securities Services Company (“CIBC Mellon”), a joint venture with the Canadian Imperial Bank of Commerce, of $1.4 trillion at June 30, 2018, $1.3 trillion at March 31, 2018 and $1.2 trillion at June 30, 2017.
(d)
Excludes securities lending cash management assets and assets managed in the Investment Services business.
(e)
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 $70 billion at June 30, 2018, $73 billion at March 31, 2018 and $66 billion at June 30, 2017.
(f)
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 risk-based regulatory capital ratios, Tier 1 leverage ratio and SLR are presented on a fully phased-in basis for Dec. 31, 2017. Beginning Jan. 1, 2018, regulatory ratios are fully phased-in. For additional information on our capital ratios, see “Capital” beginning on page 32.



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, 2017 (“2017 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 more than 230-year history, 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 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.

 
businesses1q19.jpg

Key second quarter 2018 and subsequent events

Capital plan, share repurchase program and increase in cash dividend on common stock

In June 2018, BNY Mellon received confirmation that the Federal Reserve did not object to our 2018 capital plan submitted in connection with its Comprehensive Capital Analysis and Review (“CCAR”). Our board of directors subsequently approved the repurchase of up to $2.4 billion of common stock starting in the third quarter of 2018 and continuing through the second quarter of 2019.

Additionally, in July 2018, our board of directors approved a 17% increase in the quarterly cash dividend on common stock, which was also included in our 2018 capital plan, from $0.24 to $0.28 per share. This increased quarterly cash dividend will be paid on Aug. 10, 2018.

Corporate headquarters

In July 2018, BNY Mellon relocated its corporate headquarters to 240 Greenwich Street in lower Manhattan.



4 BNY Mellon


Highlights of second quarter 2018 results

We reported net income applicable to common shareholders of $1.06 billion, or $1.03 per diluted common share, in the second quarter of 2018. Net income applicable to common shareholders was $926 million, or $0.88 per diluted common share, in the second quarter of 2017. The highlights below are based on the second quarter of 2018 compared with the second quarter of 2017, unless otherwise noted.

Total revenue of $4.1 billion increased 5% primarily reflecting:
Fee revenue increased 3% primarily reflecting higher equity market values, the favorable impact of a weaker U.S. dollar, higher foreign exchange revenue and growth in collateral management, partially offset by lease-related gains recorded in the second quarter of 2017. (See “Fee and other revenue” beginning on page 6.)
Net interest revenue increased 11% primarily driven by higher rates. (See “Net interest revenue” on page 8.)
Noninterest expense of $2.7 billion increased 3% primarily reflecting investments in technology, expenses associated with the continued consolidation of our real estate and the unfavorable impact of a weaker U.S. dollar, partially offset by decreases in other expenses. (See “Noninterest expense” beginning on page 11.)
Effective tax rate of 20.5%. (See “Income taxes” on page 11.)

 
Capital and liquidity

CET1 ratio under the Advanced Approach was 11.0% at June 30, 2018 and 10.7% at March 31, 2018. The increase primarily reflects capital generated through earnings and lower risk-weighted assets, partially offset by capital deployed through common stock repurchases and payments of dividends, as well as foreign currency translation adjustments. (See “Capital” beginning on page 32.)
Repurchased 12 million common shares for $651 million and paid $244 million in dividends to common shareholders.

Highlights of our principal businesses

Investment Services
Total revenue increased 8%.
Income before taxes increased 20%.
Record AUC/A of $33.6 trillion, up 8%, reflecting higher market values and business growth.

Investment Management
Total revenue increased 3%.
Income before taxes increased 11%.
AUM of $1.8 trillion increased 2% primarily reflecting higher market values and the favorable impact of a weaker U.S. dollar (principally versus the British pound), partially offset by the divestiture of CenterSquare Investment Management (“CenterSquare”), net outflows and other changes.

See “Review of businesses” and Note 19 for additional information on our businesses.



BNY Mellon 5


Fee and other revenue

Fee and other revenue
 
 
 
 
 
 
 
 
YTD18

 
 
 
 
2Q18 vs.
 
 
 
 vs.
(dollars in millions, unless otherwise noted)
2Q18

1Q18

2Q17

1Q18

2Q17

 
YTD18

YTD17

YTD17

Investment services fees:
 
 
 
 
 
 
 
 
 
Asset servicing (a)
$
1,157

$
1,168

$
1,085

(1
)%
7
 %
 
$
2,325

$
2,148

8
 %
Clearing services
392

414

394

(5
)
(1
)
 
806

770

5

Issuer services
266

260

241

2

10

 
526

492

7

Treasury services
140

138

140

1


 
278

279


Total investment services fees
1,955

1,980

1,860

(1
)
5

 
3,935

3,689

7

Investment management and performance fees
910

960

879

(5
)
4

 
1,870

1,721

9

Foreign exchange and other trading revenue
187

209

165

(11
)
13

 
396

329

20

Financing-related fees
53

52

53

2


 
105

108

(3
)
Distribution and servicing
34

36

41

(6
)
(17
)
 
70

82

(15
)
Investment and other income
70

82

122

N/M
N/M
 
152

199

N/M
Total fee revenue
3,209

3,319

3,120

(3
)
3

 
6,528

6,128

7

Net securities gains (losses)
1

(49
)

N/M
N/M
 
(48
)
10

N/M
Total fee and other revenue
$
3,210

$
3,270

$
3,120

(2
)%
3
 %
 
$
6,480

$
6,138

6
 %
 
 
 
 
 
 
 
 
 
 
Fee revenue as a percentage of total revenue
78
%
79
%
79
%
 
 
 
78
%
79
%
 
 
 
 
 
 
 
 
 
 
 
AUM at period end (in billions) (b)
$
1,805

$
1,868

$
1,771

(3
)%
2
 %
 
$
1,805

$
1,771

2
 %
AUC/A at period end (in trillions) (c)
$
33.6

$
33.5

$
31.1

 %
8
 %
 
$
33.6

$
31.1

8
 %
(a)
Asset servicing fees include securities lending revenue of $60 million in the second quarter of 2018, $55 million in the first quarter of 2018, $48 million in the second quarter of 2017, $115 million in the first six months of 2018 and $97 million in the first six months of 2017.
(b)
Excludes securities lending cash management assets and assets managed in the Investment Services business.
(c)
Includes the AUC/A of CIBC Mellon of $1.4 trillion at June 30, 2018, $1.3 trillion at March 31, 2018 and $1.2 trillion at June 30, 2017.
N/M - Not meaningful.


Fee and other revenue increased 3% compared with the second quarter of 2017 and decreased 2% (unannualized) compared with the first quarter of 2018. The increase compared with the second quarter of 2017 primarily reflects higher asset servicing fees, investment management and performance fees, issuer services fees and foreign currency and other trading revenue, partially offset by lower investment and other income. The decrease compared with the first quarter of 2018 primarily reflects lower investment management and performance fees, clearing services and foreign exchange and other trading revenue, partially offset by net securities losses recorded in the first quarter of 2018.

Investment services fees

Investment services fees were impacted by the following compared with the second quarter of 2017 and the first quarter of 2018:

Asset servicing fees increased 7% compared with the second quarter of 2017 and decreased 1% (unannualized) compared with the first quarter of 2018. The increase compared with the second
 
quarter of 2017 primarily reflects growth in collateral management, higher securities lending volume and equity market values as well as the favorable impact of a weaker U.S. dollar.
Clearing services fees decreased 1% compared with the second quarter of 2017 and 5% (unannualized) compared with the first quarter of 2018. The decrease compared with the second quarter of 2017 was primarily driven by the impact of the previously disclosed lost business, partially offset by growth in long-term mutual fund balances. The decrease compared with the first quarter of 2018 primarily reflects lower clearance revenue.
Issuer services fees increased 10% compared with the second quarter of 2017 and 2% (unannualized) compared with the first quarter of 2018. Both increases primarily reflect higher Depository Receipts revenue.
Treasury services fees were unchanged compared with the second quarter of 2017 and increased 1% (unannualized) compared with the first quarter of 2018. Both comparisons reflect higher payment volumes partially offset by higher compensating


6 BNY Mellon


balance credits provided to clients, which reduce fee revenue and increase net interest revenue.

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

Investment management and performance fees

Investment management and performance fees increased 4% compared with the second quarter of 2017 and decreased 5% (unannualized) compared with the first quarter of 2018. On a constant currency basis (Non-GAAP), investment management and performance fees increased 1% compared with the second quarter of 2017. Performance fees were $12 million in the second quarter of 2018, $17 million in the second quarter of 2017 and $48 million in the first quarter of 2018.

AUM was $1.8 trillion, an increase of 2% compared with June 30, 2017 and a decrease of 3% compared with March 31, 2018. See the “Investment Management business” in “Review of businesses” for additional details regarding the drivers of investment management and performance fees, AUM and AUM flows.

Foreign exchange and other trading revenue

Foreign exchange and other trading revenue
 
(in millions)
2Q18

1Q18

2Q17

YTD18

YTD17

Foreign exchange
$
171

$
183

$
151

$
354

$
305

Other trading revenue
16

26

14

42

24

Total foreign exchange and other trading revenue
$
187

$
209

$
165

$
396

$
329



Foreign exchange revenue is primarily driven by the volume of client transactions and the spread realized on these transactions, both of which are impacted by market volatility, and the impact of foreign currency hedging activities. Foreign exchange revenue increased 13% compared with the second quarter of 2017 and decreased 7% (unannualized) compared with the first quarter of 2018. The increase compared with second quarter of 2017 primarily reflects higher volumes. The decrease compared with the first quarter of 2018 primarily reflects lower gains on foreign currency hedging activities and lower volatility. Foreign exchange revenue is primarily reported in the Investment Services business and, to a
 
lesser extent, the Investment Management business and the Other segment.

Distribution and servicing fees

The decrease in distribution and servicing fees compared with the second quarter of 2017 primarily reflects lower fees from money market funds.

Investment and other income

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

Investment and other income
 
 
 
(in millions)
2Q18

1Q18

2Q17

YTD18

YTD17

Corporate/bank-owned life insurance
$
31

$
36

$
43

$
67

$
73

Asset-related gains (losses)
15

46

(5
)
61

(2
)
Expense reimbursements from joint venture
19

16

17

35

31

Seed capital gains (a)
3


10

3

19

Equity investment income
2


7

2

33

Lease-related gains


51


52

Other income (loss)

(16
)
(1
)
(16
)
(7
)
Total investment and other income
$
70

$
82

$
122

$
152

$
199

(a)
Excludes seed capital gains related to consolidated investment management funds, which are reflected in operations of consolidated investment management funds.


Investment and other income decreased compared with both the second quarter of 2017 and first quarter of 2018. The decrease compared with the second quarter of 2017 primarily reflects lease-related gains recorded in the second quarter of 2017, lower income from corporate/bank-owned life insurance and losses on increased investments in renewable energy, partially offset by foreign currency translation gains. Pre-tax losses on our renewable energy investments are offset by corresponding tax benefits and credits. The decrease compared with the first quarter of 2018 primarily reflects lower asset-related gains, partially offset by higher other income driven by foreign currency translation gains.

Year-to-date 2018 compared with year-to-date 2017

Fee and other revenue increased 6% in the first six months of 2018, compared with the first six months of 2017, primarily reflecting higher asset servicing fees, investment management and performance fees, foreign exchange and other trading revenue, partially


BNY Mellon 7


offset by net securities losses and lower investment and other income. The 8% increase in asset servicing fees primarily reflects higher equity market values, the favorable impact of a weaker U.S. dollar and higher securities lending volume. The 9% increase in investment management and performance fees primarily reflects higher equity market values, the favorable impact of a weaker U.S. dollar (principally versus the British pound) and higher performance fees. The 20% increase in foreign exchange and
 
other trading revenue primarily reflects higher volumes. Net securities losses primarily reflect losses recorded in the first quarter of 2018 related to the sale of debt securities. The decrease in investment and other income primarily reflects lease-related gains and a net gain related to an equity investment, both recorded in the first six months of 2017, and lower other income due in part to our investments in renewable energy, partially offset by an increase in asset-related gains.


Net interest revenue

Net interest revenue
 
 
 
 
 
 
 
 
YTD18

 
 
 
 
2Q18 vs.
 
 
 
 vs.
(dollars in millions)
2Q18

1Q18

2Q17

1Q18

2Q17

 
YTD18

YTD17

YTD17

Net interest revenue
$
916

$
919

$
826


11
%
 
$
1,835

$
1,618

13
%
Add: Tax equivalent adjustment
5

6

12

N/M
N/M
 
11

24

N/M
Net interest revenue (FTE) – Non-GAAP (a)
$
921

$
925

$
838


10
%
 
$
1,846

$
1,642

12
%
 
 
 
 
 
 
 
 
 
 
Average interest-earning assets
$
292,086

$
302,069

$
289,496

(3
)%
1
%
 
$
297,050

$
286,475

4
%
 
 
 
 
 
 
 
 
 
 
Net interest margin
1.26
%
1.22
%
1.14
%
4
 bps
12
 bps
 
1.24
%
1.14
%
10
 bps
Net interest margin (FTE) – Non-GAAP (a)
1.26
%
1.23
%
1.16
%
3
 bps
10
 bps
 
1.25
%
1.15
%
10
 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 increased 11% compared with the second quarter of 2017 and decreased less than 1% (unannualized) compared with the first quarter of 2018. The increase compared with the second quarter of 2017 primarily reflects higher interest rates. The decrease compared with the first quarter of 2018 was primarily driven by a lower level of deposits, partially offset by higher interest rates.

Net interest margin increased 12 basis points compared with the second quarter of 2017 and 4 basis points compared with the first quarter of 2018. Both increases primarily reflect higher interest rates.

 
Average non-U.S. dollar deposits comprised approximately 30% of our average total deposits in the second quarter of 2018. Approximately 40% of the average non-U.S. dollar deposits in the second quarter of 2018 were euro-denominated.

Year-to-date 2018 compared with year-to-date 2017

Net interest revenue increased 13% in the first six months of 2018 compared with the first six months of 2017, primarily driven by higher interest rates and interest-earning assets. The increase in the net interest margin was primarily driven by the factors listed above.




8 BNY Mellon


Average balances and interest rates
Quarter ended
 
June 30, 2018
 
March 31, 2018
 
June 30, 2017
(dollars in millions, presented on an FTE basis)
Average
balance

Interest

Average
rates

 
Average
balance

Interest

Average
rates

 
Average balance

Interest

Average rates

Assets
 
 
 
 
 
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits with banks (primarily foreign banks)
$
15,748

$
56

1.41
%
 
$
13,850

$
42

1.25
%
 
$
14,832

$
27

0.73
%
Interest-bearing deposits held at the Federal Reserve and other central banks
69,676

136

0.77

 
79,068

126

0.64

 
69,316

71

0.41

Federal funds sold and securities purchased under resale agreements (a)
28,051

230

3.29

 
27,903

170

2.47

 
26,873

86

1.29

Margin loans
14,838

128

3.46

 
15,674

115

2.98

 
15,058

87

2.32

Non-margin loans:
 
 
 
 
 
 
 
 
 
 
 
Domestic offices
29,970

257

3.44

 
30,415

228

3.02

 
30,734

207

2.70

Foreign offices
12,258

88

2.87

 
12,517

77

2.51

 
13,001

65

1.99

Total non-margin loans
42,228

345

3.27

 
42,932

305

2.87

 
43,735

272

2.49

Securities:
 
 
 
 
 
 
 
 
 
 
 
U.S. Government obligations
23,199

116

2.02

 
23,460

109

1.88

 
25,928

106

1.64

U.S. Government agency obligations
63,022

374

2.37

 
62,975

350

2.23

 
59,533

290

1.95

State and political subdivisions – tax-exempt (b)
2,677

18

2.75

 
2,875

19

2.62

 
3,298

26

3.09

Other securities
28,863

126

1.75

 
29,149

123

1.69

 
28,468

81

1.15

Trading securities (b)
3,784

29

3.10

 
4,183

28

2.62

 
2,455

18

2.85

Total securities
121,545

663

2.19

 
122,642

629

2.05

 
119,682

521

1.74

Total interest-earning assets (b)
$
292,086

$
1,558

2.14
%
 
$
302,069

$
1,387

1.85
%
 
$
289,496

$
1,064

1.47
%
Noninterest-earnings assets
54,242

 
 
 
56,106

 
 
 
53,019

 
 
Total assets
$
346,328

 
 
 
$
358,175

 
 
 
$
342,515

 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
Domestic offices
$
54,200

$
105

0.78
%
 
$
51,612

$
71

0.55
%
 
$
48,809

$
20

0.17
%
Foreign offices
98,599

68

0.28

 
104,092

46

0.18

 
93,527

12

0.05

Total interest-bearing deposits
152,799

173

0.45

 
155,704

117

0.30

 
142,336

32

0.09

Federal funds purchased and securities sold under repurchase agreements (a)
18,146

158

3.48

 
18,963

107

2.29

 
17,970

38

0.84

Trading liabilities
1,198

7

2.43

 
1,569

9

2.26

 
1,216

2

0.61

Other borrowed funds
2,399

14

2.40

 
2,119

9

1.67

 
1,193

4

1.24

Commercial paper
3,869

21

2.13

 
3,131

12

1.59

 
2,215

5

0.95

Payables to customers and broker-dealers
16,349

45

1.10

 
17,101

31

0.75

 
20,609

16

0.30

Long-term debt
28,349

219

3.06

 
28,407

177

2.49

 
27,398

129

1.87

Total interest-bearing liabilities
$
223,109

$
637

1.14
%
 
$
226,994

$
462

0.82
%
 
$
212,937

$
226

0.42
%
Total noninterest-bearing deposits
64,768

 
 
 
71,005

 
 
 
73,886

 
 
Other noninterest-bearing liabilities
16,857

 
 
 
18,571

 
 
 
15,656

 
 
Total liabilities
304,734

 
 
 
316,570

 
 
 
302,479

 
 
Temporary equity
 
 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interests
184

 
 
 
193

 
 
 
172

 
 
Permanent equity
 
 
 
 
 
 
 
 
 
 
 
Total The Bank of New York Mellon Corporation shareholders’ equity
41,292

 
 
 
41,135

 
 
 
39,404

 
 
Noncontrolling interests
118

 
 
 
277

 
 
 
460

 
 
Total permanent equity
41,410

 
 
 
41,412

 
 
 
39,864

 
 
Total liabilities, temporary equity and permanent equity
$
346,328

 
 
 
$
358,175

 
 
 
$
342,515

 
 
Net interest revenue (FTE) – Non-GAAP
 
$
921

 
 
 
$
925

 
 
 
$
838

 
Net interest margin (FTE) – Non-GAAP
 
 
1.26
%
 
 
 
1.23
%
 
 
 
1.16
%
Less: Tax equivalent adjustment (c)
 
5

 
 
 
6

 
 
 
12

 
Net interest revenue – GAAP
 
$
916

 
 
 
$
919

 
 
 
$
826

 
Net interest margin – GAAP
 
 
1.26
%
 
 
 
1.22
%
 
 
 
1.14
%
(a)
Includes the impact of offsetting under enforceable netting agreements of approximately $18 billion for the second quarter of 2018, $14 billion for the first quarter of 2018 and $1 billion for the second quarter of 2017.
(b)
Interest income and average yields are presented on an FTE basis (Non-GAAP).
(c)
The tax equivalent adjustment relates to tax-exempt securities, primarily state and political subdivisions, and is based on the federal statutory tax rate of 21% for the quarters in 2018 and 35% for the quarter in 2017, adjusted for applicable state income taxes, net of the related federal tax benefit.




BNY Mellon 9


Average balances and interest rates
Year-to-date
 
June 30, 2018
 
June 30, 2017
(dollars in millions, presented on an FTE basis)
Average balance

Interest

Average rates

 
Average balance

Interest

Average rates

Assets
 
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
 
Interest-bearing deposits with banks (primarily foreign banks)
$
14,804

$
98

1.33
%
 
$
14,773

$
49

0.66
%
Interest-bearing deposits held at the Federal Reserve and other central banks
74,346

262

0.70

 
67,689

128

0.38

Federal funds sold and securities purchased under resale agreements (a)
27,978

400

2.88

 
26,097

153

1.18

Margin loans
15,254

243

3.21

 
15,403

162

2.12

Non-margin loans:
 
 
 
 
 
 
 
Domestic offices
30,191

485

3.23

 
30,848

395

2.57

Foreign offices
12,387

165

2.68

 
13,297

122

1.85

Total non-margin loans
42,578

650

3.07

 
44,145

517

2.35

Securities:
 
 
 
 
 
 
 
U.S. Government obligations
23,329

225

1.95

 
26,083

210

1.62

U.S. Government agency obligations
62,998

724

2.30

 
58,202

561

1.93

State and political subdivisions – tax-exempt (b)
2,776

37

2.68

 
3,335

52

3.10

Other securities
29,005

249

1.72

 
28,393

169

1.20

Trading securities (b)
3,982

57

2.85

 
2,355

35

2.98

Total securities
122,090

1,292

2.12

 
118,368

1,027

1.74

Total interest-earning assets (b)
$
297,050

$
2,945

1.99
%
 
$
286,475

$
2,036

1.43
%
Noninterest-earnings assets
55,169

 
 
 
52,900

 
 
Total assets
$
352,219

 
 
 
$
339,375

 
 
Liabilities
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
Domestic offices
$
52,914

$
176

0.67
%
 
$
49,104

$
35

0.14
%
Foreign offices
101,330

114

0.23

 
91,980

6

0.01

Total interest-bearing deposits
154,244

290

0.38

 
141,084

41

0.06

Federal funds purchased and securities sold under repurchase agreements (a)
18,552

265

2.88

 
18,480

62

0.67

Trading liabilities
1,382

16

2.33

 
1,063

4

0.73

Other borrowed funds
2,260

23

2.06

 
1,009

6

1.13

Commercial paper
3,502

33

1.89

 
2,190

10

0.91

Payables to customers and broker-dealers
16,723

76

0.92

 
19,789

23

0.23

Long-term debt
28,378

396

2.78

 
26,644

248

1.86

Total interest-bearing liabilities
$
225,041

$
1,099

0.98
%
 
$
210,259

$
394

0.38
%
Total noninterest-bearing deposits
67,869

 
 
 
73,721

 
 
Other noninterest-bearing liabilities
17,710

 
 
 
15,750

 
 
Total liabilities
310,620

 
 
 
299,730

 
 
Temporary equity
 
 
 
 
 
 
 
Redeemable noncontrolling interests
188

 
 
 
167

 
 
Permanent equity
 
 
 
 
 
 
 
Total The Bank of New York Mellon Corporation shareholders’ equity
41,214

 
 
 
38,958

 
 
Noncontrolling interests
197

 
 
 
520

 
 
Total permanent equity
41,411

 
 
 
39,478

 
 
Total liabilities, temporary equity and permanent equity
$
352,219

 
 
 
$
339,375

 
 
Net interest revenue (FTE) – Non-GAAP
 
$
1,846

 
 
 
$
1,642

 
Net interest margin (FTE) – Non-GAAP
 
 
1.25
%
 
 
 
1.15
%
Less: Tax equivalent adjustment (c)
 
11

 
 
 
24

 
Net interest revenue – GAAP
 
$
1,835

 
 
 
$
1,618

 
Net interest margin – GAAP
 
 
1.24
%
 
 
 
1.14
%
(a)
Includes the impact of offsetting under enforceable netting agreements of approximately $16 billion for the first six months of 2018 and $1 billion for the first six months of 2017.
(b)
Interest income and average yields are presented on an FTE basis (Non-GAAP).
(c)
The tax equivalent adjustment relates to tax-exempt securities, primarily state and political subdivisions, and is based on the federal statutory tax rate of 21% for year-to-date 2018 and 35% for year-to-date 2017, adjusted for applicable state income taxes, net of the related federal tax benefit.




10 BNY Mellon


Noninterest expense

Noninterest expense
 
 
 
 
 
 
 
 
YTD18

 
 
 
 
2Q18 vs.
 
 
 
 vs.
(dollars in millions)
2Q18

1Q18

2Q17

1Q18

2Q17

 
YTD18

YTD17

YTD17

Staff (a)
$
1,489

$
1,576

$
1,432

(6
)%
4
 %
 
$
3,065

$
2,920

5
 %
Professional, legal and other purchased services
328

291

319

13

3

 
619

632

(2
)
Software
192

173

173

11

11

 
365

339

8

Net occupancy
156

139

140

12

11

 
295

276

7

Sub-custodian and clearing (b)
110

119

108

(8
)
2

 
229

211

9

Distribution and servicing
106

106

104


2

 
212

204

4

Furniture and equipment
74

61

59

21

25

 
135

116

16

Business development
62

51

63

22

(2
)
 
113

114

(1
)
Bank assessment charges
47

52

59

(10
)
(20
)
 
99

116

(15
)
Amortization of intangible assets
48

49

53

(2
)
(9
)
 
97

105

(8
)
Other (a)(b)(c)
135

122

145

11

(7
)
 
257

264

(3
)
Total noninterest expense
$
2,747

$
2,739

$
2,655

 %
3
 %
 
$
5,486

$
5,297

4
 %
 
 
 
 
 

 
 
 


Full-time employees at period end
52,000

52,100

52,800

 %
(2
)%
 
 
 


(a)
In the first quarter of 2018, we adopted new accounting guidance included in Accounting Standards Update (“ASU”) 2017-07, Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which required the reclassification of the components of pension and other postretirement costs, other than the service cost component. As a result, staff expense increased and other expense decreased. Prior periods have been reclassified. For additional information, see Note 2 of the Notes to Consolidated Financial Statements.
(b)
Beginning in the first quarter of 2018, clearing expense, which was previously included in other expense, was included with sub-custodian expense. Prior periods were reclassified.
(c)
Beginning in the first quarter of 2018, merger and integration (“M&I”), litigation and restructuring charges are no longer separately disclosed. Expenses previously reported in this line have been reclassified to existing expense categories, primarily other expense.


Total noninterest expense increased 3% compared with the second quarter of 2017 and increased slightly compared with the first quarter of 2018. The increase compared with the second quarter of 2017 primarily reflects investments in technology, which impacted staff, professional, legal and other purchased services, software and furniture and equipment expenses. The increase also reflects the unfavorable impact of a weaker U.S. dollar and expenses associated with the continued consolidation of our real estate, partially offset by decreases in other expense categories. The increase compared with the first quarter of 2018 primarily reflects investments in technology and expenses associated with the continued consolidation of our real estate. These expenses were partially offset by lower staff expense, primarily driven by the impact of vesting of long-term stock awards for retirement eligible employees recorded in the first quarter of 2018, and the favorable impact of a stronger U.S. dollar.

We expect to continue to incur additional expenses as we invest in our technology infrastructure and platforms. We also expect to incur expenses related to relocating our corporate headquarters, which is estimated to total $75 million, of which $12 million was recorded in the second quarter of 2018. We
 
expect the remaining expenses related to relocating our corporate headquarters to be recorded in the fourth quarter of 2018.

Year-to-date 2018 compared with year-to-date 2017

Noninterest expense increased 4% compared with the first six months of 2017. The increase primarily reflects investments in technology, the unfavorable impact of a weaker U.S. dollar, expenses associated with the continued consolidation of our real estate and higher volume-related sub-custodian and clearing expenses, partially offset by lower consulting expense and decreases in other expenses.

Income taxes

BNY Mellon recorded an income tax provision of $286 million (20.5% effective tax rate) in the second quarter of 2018, $332 million (25.4% effective tax rate) in the second quarter of 2017 and $282 million (19.5% effective tax rate) in the first quarter of 2018. The lower effective tax rate in the second quarter of 2018 compared with the second quarter of 2017 reflects the decrease in the federal statutory tax rate resulting from U.S. tax legislation. For additional


BNY Mellon 11


information, see Note 11 of the Notes to Consolidated Financial Statements.

We expect the effective tax rate to be approximately 21% in 2018.

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 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 used for consolidated financial reporting. These measurement principles are designed so that reported results of the businesses will track their economic performance.

For information on the accounting principles of our businesses, the primary 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 19 of the Notes to Consolidated Financial Statements.

Business results are subject to reclassification when organizational changes are made. There were no significant organizational changes in the second quarter of 2018. The results are also subject to refinements in revenue and expense allocation methodologies, which are typically reflected on a prospective basis.

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

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

Fee revenue in Investment Management, and to a lesser extent in Investment Services, is impacted by the value of market indices. At June 30, 2018, we estimate that a 5% change in global equity markets, spread evenly throughout the year, would impact fee revenue by less than 1% and diluted earnings per common share by $0.03 to $0.05.

See Note 19 of the Notes to Consolidated Financial Statements for the consolidating schedules which show the contribution of our businesses to our overall profitability.



12 BNY Mellon


Investment Services business

 
 
 
 
 
 
 
 
 
 
 
YTD18

(dollars in millions unless otherwise noted)
 
 
 
 
 
2Q18 vs.
 
 
 
 vs.
2Q18

1Q18

4Q17

3Q17

2Q17

1Q18

2Q17

 
YTD18

YTD17

YTD17

Revenue:
 
 
 
 
 
 
 
 
 
 
 
Investment services fees:
 
 
 
 
 
 
 
 
 
 
 
Asset servicing
$
1,135

$
1,143

$
1,106

$
1,081

$
1,061

(1
)%
7
 %
 
$
2,278

$
2,099

9
 %
Clearing services
391

414

400

381

393

(6
)
(1
)
 
805

768

5

Issuer services
265

260

196

288

241

2

10

 
525

491

7

Treasury services
140

138

136

141

139

1

1

 
278

278


Total investment services fees
1,931

1,955

1,838

1,891

1,834

(1
)
5

 
3,886

3,636

7

Foreign exchange and other trading revenue
172

169

168

154

145

2

19

 
341

298

14

Other (a)
130

126

135

142

136

3

(4
)
 
256

265

(3
)
Total fee and other revenue
2,233

2,250

2,141

2,187

2,115

(1
)
6

 
4,483

4,199

7

Net interest revenue
874

844

813

777

761

4

15

 
1,718

1,468

17

Total revenue
3,107

3,094

2,954

2,964

2,876


8

 
6,201

5,667

9

Provision for credit losses
1

(7
)
(2
)
(2
)
(3
)
N/M
N/M
 
(6
)
(3
)
N/M
Noninterest expense (excluding amortization of intangible assets)
1,931

1,913

2,060

1,837

1,889

1

2

 
3,844

3,701

4

Amortization of intangible assets
36

36

37

37

38


(5
)
 
72

75

(4
)
Total noninterest expense
1,967

1,949

2,097

1,874

1,927

1

2

 
3,916

3,776

4

Income before taxes
$
1,139

$
1,152

$
859

$
1,092

$
952

(1
)%
20
 %
 
$
2,291

$
1,894

21
 %
 
 
 
 
 
 

 
 
 
 

Pre-tax operating margin
37
%
37
%
29
%
37
%
33
%


 
 
37
%
33
%


 
 
 
 
 
 


 
 
 
 


Securities lending revenue
$
55

$
48

$
45

$
41

$
42

15
 %
31
 %
 
$
103

$
82

26
 %
 
 
 
 
 
 




 
 
 


Total revenue by line of business:
 
 
 
 
 




 
 
 


Asset Servicing
$
1,520

$
1,519

$
1,459

$
1,420

$
1,378

 %
10
 %
 
$
3,039

$
2,724

12
 %
Pershing
558

581

569

542

547

(4
)
2

 
1,139

1,069

7

Issuer Services
431

418

352

442

398