Bank of New York Mellon Corp
For the period ended Mar 31, 2024. Filed May 3, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 3, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Consolidated Statement of Changes in Equity (unaudited)
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 · Nonredeemablenoncontrollinginterests ofconsolidatedinvestmentmanagementfunds · Totalpermanentequity · Redeemablenon-controllinginterests/temporaryequity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in millions, except pershare amount) · Preferred stock · Commonstock · Additionalpaid-incapital · Retainedearnings · Accumulated other comprehensive (loss), net of tax · Treasurystock | |||||||||
| Balance at Dec. 31, 2023 (a) | $4,343 | $14 | $28,908 | $39,549 | $(4,893) | $(27,151) | $50 | $40,820(b) | $85 |
| Shares issued to shareholders of noncontrolling interests | — | — | — | — | — | — | — | — | 10 |
| Redemption of subsidiary shares from noncontrolling interests | — | — | — | — | — | — | — | — | (17) |
| Other net changes in noncontrolling interests | — | — | (5) | — | — | — | 59 | 54 | 5 |
| Net income | — | — | — | 1,025 | — | — | 2 | 1,027 | — |
| Other comprehensive income | — | — | — | — | 17 | — | — | 17 | — |
| Dividends: | |||||||||
| Common stock at $0.42 per share (c) | — | — | — | (324) | — | — | — | (324) | — |
| Preferred stock | — | — | — | (72) | — | — | — | (72) | — |
| Repurchase of common stock | — | — | — | — | — | (988) | — | (988) | — |
| Common stock issued under employee benefit plans | — | — | 7 | — | — | — | — | 7 | — |
| Stock-based compensation | — | — | 168 | — | — | — | — | 168 | — |
| Excise tax on share repurchases | — | — | — | — | — | (6) | — | (6) | — |
| Other | — | — | (23) | — | — | — | — | (23) | (1) |
| Balance at March 31, 2024 | $4,343 | $14 | $29,055 | $40,178 | $(4,876) | $(28,145) | $111 | $40,680(b) | $82 |
(a)Retained earnings was restated to reflect the retrospective application of adopting new accounting guidance related to our investments in renewable energy projects using the proportional amortization method (ASU 2023-02). See Note 2 of the Notes to Consolidated Financial Statements for additional information.
(b)Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $36,427 million at Dec. 31, 2023 and $36,226 million at March 31, 2024.
52 BNY Mellon
The Bank of New York Mellon Corporation (and its subsidiaries)
Consolidated Statement of Changes in Equity(unaudited) (continued)
| The Bank of New York Mellon Corporation shareholders · Nonredeemablenoncontrollinginterests ofconsolidatedinvestmentmanagementfunds · Totalpermanentequity · Redeemablenon-controllinginterests/temporaryequity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in millions, except pershare amount) · Preferred stock · Commonstock · Additionalpaid-incapital · Retainedearnings · Accumulated other comprehensive (loss), net of tax · Treasurystock | |||||||||
| Balance at Sept. 30, 2023 (a) | $4,838 | $14 | $28,793 | $39,714 | $(5,805) | $(26,696) | $56 | $40,914(b) | $109 |
| Shares issued to shareholders of noncontrolling interests | — | — | — | — | — | — | — | — | 11 |
| Redemption of subsidiary shares from noncontrolling interests | — | — | — | — | — | — | — | — | (20) |
| Other net changes in noncontrolling interests | — | — | 21 | — | — | — | (4) | 17 | (18) |
| Net income | — | — | — | 208 | — | — | (2) | 206 | — |
| Other comprehensive income | — | — | — | — | 912 | — | — | 912 | — |
| Dividends: | |||||||||
| Common stock at $0.42 per share (c) | — | — | — | (328) | — | — | — | (328) | — |
| Preferred stock | — | — | — | (36) | — | — | — | (36) | — |
| Repurchase of common stock | — | — | — | — | — | (450) | — | (450) | — |
| Common stock issued under employee benefit plans | — | — | 5 | — | — | — | — | 5 | — |
| Preferred stock redemption | (500) | — | — | — | — | — | — | (500) | — |
| Stock-based compensation | — | — | 89 | — | — | — | — | 89 | — |
| Amortization of preferred stock discount | 5 | — | — | (5) | — | — | — | — | — |
| Excise tax of share repurchases | — | — | — | — | — | (5) | — | (5) | — |
| Excise tax of preferred stock redemption | — | — | — | (5) | — | — | — | (5) | — |
| Other | — | — | — | 1 | — | — | — | 1 | 3 |
| Balance at Dec. 31, 2023 (a) | $4,343 | $14 | $28,908 | $39,549 | $(4,893) | $(27,151) | $50 | $40,820(b) | $85 |
(a)Retained earnings was restated to reflect the retrospective application of adopting new accounting guidance related to our investments in renewable energy projects using the proportional amortization method (ASU 2023-02). See Note 2 of the Notes to Consolidated Financial Statements for additional information.
(b)Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $36,020 million at Sept. 30, 2023 and $36,427 million at Dec. 31, 2023.
BNY Mellon 53
The Bank of New York Mellon Corporation (and its subsidiaries)
Consolidated Statement of Changes in Equity(unaudited) (continued)
| The Bank of New York Mellon Corporation shareholders · Nonredeemablenoncontrollinginterests ofconsolidatedinvestmentmanagementfunds · Totalpermanentequity · Redeemablenon-controllinginterests/temporaryequity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in millions, except pershare amount) · Preferred stock · Commonstock · Additionalpaid-incapital · Retainedearnings · Accumulated other comprehensive (loss), net of tax · Treasurystock | |||||||||
| Balance at Dec. 31, 2022 (a) | $4,838 | $14 | $28,508 | $37,743 | $(5,966) | $(24,524) | $7 | $40,620(b) | $109 |
| Shares issued to shareholders of noncontrolling interests | — | — | — | — | — | — | — | — | 10 |
| Redemption of subsidiary shares from noncontrolling interests | — | — | — | — | — | — | — | — | (34) |
| Other net changes in noncontrolling interests | — | — | (8) | — | — | — | 65 | 57 | 9 |
| Net income | — | — | — | 982 | — | — | — | 982 | — |
| Other comprehensive income | — | — | — | — | 423 | — | — | 423 | — |
| Dividends: | |||||||||
| Common stock at $0.37 per share (c) | — | — | — | (304) | — | — | — | (304) | — |
| Preferred stock | — | — | — | (71) | — | — | — | (71) | — |
| Repurchase of common stock | — | — | — | — | — | (1,256) | — | (1,256) | — |
| Common stock issued under employee benefit plans | — | — | 5 | — | — | — | — | 5 | — |
| Stock-based compensation | — | — | 145 | — | — | — | — | 145 | — |
| Excise tax of share repurchases | — | — | — | — | — | (10) | — | (10) | — |
| Other | — | — | — | — | — | — | — | — | 2 |
| Balance at March 31, 2023 (a) | $4,838 | $14 | $28,650 | $38,350 | $(5,543) | $(25,790) | $72 | $40,591(b) | $96 |
(a)Retained earnings was restated to reflect the retrospective application of adopting new accounting guidance related to our investments in renewable energy projects using the proportional amortization method (ASU 2023-02). See Note 2 of the Notes to Consolidated Financial Statements for additional information.
(b)Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $35,775 million at Dec. 31, 2022 and $35,681 million at March 31, 2023.
54 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 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended Dec. 31, 2023 (the “2023 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 Consolidated Financial Statements included in our 2023 Annual Report.
On Jan. 1, 2024, we adopted Accounting Standards Update (“ASU”) 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method on a retrospective basis for our investments in renewable energy projects that have met the eligibility criteria, and restated prior period financial statements. See Note 2 for additional information.
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–New accounting guidance
The following accounting guidance was adopted on Jan. 1, 2024.
ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method
In March 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method, which permits reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the income tax credits and other income tax benefits received, and recognizes the net amortization and income tax credits and other income tax benefits in the income statement as a component of the provision for income taxes.
We adopted this guidance on Jan.1, 2024. The impact of adopting this new guidance for our renewable energy investments that met the eligibility criteria was an increase in investment and other revenue and an increase in the provision for income taxes on the consolidated income statement. Renewable energy investments are recorded in other assets on the balance sheet. In the first quarter of 2024, we restated the prior period financial statements to reflect the impact of the retrospective application of the new accounting guidance. The required disclosures are included in Note 7.
BNY Mellon 55
Notes to Consolidated Financial Statements (continued)
The table below presents the impact of the new accounting guidance on our previously reported income statement amounts.
| Consolidated Income Statement | Previously reported | Adjustment | Restated | |||
|---|---|---|---|---|---|---|
| (in millions) | 4Q23 | 1Q23 | 4Q23 | 1Q23 | 4Q23 | 1Q23 |
| Investment and other revenue | $(4) | $79 | $47 | $52 | $43 | $131 |
| Total fee and other revenue | 3,210 | 3,235 | 47 | 52 | 3,257 | 3,287 |
| Total revenue | 4,311 | 4,363 | 47 | 52 | 4,358 | 4,415 |
| Income before income taxes | 232 | 1,236 | 47 | 52 | 279 | 1,288 |
| Provision for income taxes | 29 | 260 | 44 | 46 | 73 | 306 |
| Net income | 203 | 976 | 3 | 6 | 206 | 982 |
| Net income applicable to shareholders of The Bank of New York Mellon Corporation | 205 | 976 | 3 | 6 | 208 | 982 |
| Net income applicable to common shareholders of The Bank of New York Mellon Corporation | 159 | 905 | 3 | 6 | 162 | 911 |
The table below presents the impact of the new accounting guidance on our previously reported earnings per share applicable to common shareholders.
| Earnings per share applicable to common shareholders of The Bank of New York Mellon Corporation | Previously reported | Restated | ||
|---|---|---|---|---|
| (in dollars) | 4Q23 | 1Q23 | 4Q23 | 1Q23 |
| Basic | $0.21 | $1.13 | $0.21 | $1.13 |
| Diluted | 0.21 | 1.12 | 0.21 | 1.13 |
The table below presents the impact of the new accounting guidance on our previously reported balance sheet amounts.
| Consolidated Balance Sheet | Dec. 31, 2023 | ||
|---|---|---|---|
| (in millions) | Previously reported | Adjustment | Restated |
| Other assets | $25,985 | $(76) | $25,909 |
| Total assets | 409,953 | (76) | 409,877 |
| Accrued taxes and other expenses | 5,567 | (156) | 5,411 |
| Other liabilities | 8,844 | 184 | 9,028 |
| Total liabilities | 368,944 | 28 | 368,972 |
| Retained earnings | 39,653 | (104) | 39,549 |
| Total The Bank of New York Mellon Corporation shareholders’ equity | 40,874 | (104) | 40,770 |
| Total permanent equity | 40,924 | (104) | 40,820 |
| Total liabilities, temporary equity and permanent equity | 409,953 | (76) | 409,877 |
Note 3–Acquisitions and dispositions
We sometimes structure our acquisitions and divestitures with both an initial payment or receipt and later contingent payments or receipts tied to post-closing revenue or income growth.
At March 31, 2024, we are potentially obligated to pay additional consideration which is recorded at fair value totaling approximately $20 million and, using reasonable assumptions and estimates, could range from $15 million to $20 million over the next year.
Contingent payments totaled $5 million in the first three months of 2024 and we recorded $1 million of increases to contingent earnout payables reflected in other expense.
At March 31, 2024, we could potentially receive additional consideration which is recorded at fair value totaling approximately $30 million and, using reasonable assumptions and estimates, could range from $20 million to $45 million over the next four years. There wereno contingent receipts in thefirst three months of 2024.
56 BNY Mellon
Notes to Consolidated Financial Statements (continued)
See Note 3 of the Notes to Consolidated Financial Statements in our 2023 Annual Report for additional information.
Note 4–Securities
The following tables present the amortized cost, the gross unrealized gains and losses and the fair value of securities at March 31, 2024 and Dec. 31, 2023.
| Securities at March 31, 2024 · Grossunrealized · Fairvalue | ||||
|---|---|---|---|---|
| Amortized cost | ||||
| (in millions) · Gains · Losses | ||||
| Available-for-sale: | ||||
| Non-U.S. government (a) | $24,988 | $40 | $711 | $24,317 |
| U.S. Treasury | 21,960 | 52 | 1,824 | 20,188 |
| Agency residential mortgage-backed securities (“RMBS”) | 17,000 | 109 | 492 | 16,617 |
| Agency commercial mortgage-backed securities (“MBS”) | 8,083 | 63 | 562 | 7,584 |
| Foreign covered bonds | 7,420 | 17 | 176 | 7,261 |
| Collateralized loan obligations (“CLOs”) | 6,255 | 11 | 1 | 6,265 |
| Non-agency commercial MBS | 3,219 | 2 | 287 | 2,934 |
| U.S. government agencies | 2,887 | 37 | 188 | 2,736 |
| Non-agency RMBS | 1,852 | 30 | 179 | 1,703 |
| Other asset-backed securities (“ABS”) | 976 | — | 77 | 899 |
| Other debt securities | 1 | — | — | 1 |
| Total securities available-for-sale (b)(c) | $94,641 | $361 | $4,497 | $90,505 |
| Held-to-maturity: | ||||
| Agency RMBS | $28,805 | $2 | $3,791 | $25,016 |
| U.S. Treasury | 8,763 | — | 617 | 8,146 |
| U.S. government agencies | 4,144 | — | 414 | 3,730 |
| Agency commercial MBS | 3,581 | — | 304 | 3,277 |
| Non-U.S. government (a) | 2,093 | — | 66 | 2,027 |
| CLOs | 983 | — | — | 983 |
| Non-agency RMBS | 24 | 1 | 1 | 24 |
| Other debt securities | 11 | — | 1 | 10 |
| Total securities held-to-maturity | $48,404 | $3 | $5,194 | $43,213 |
| Total securities | $143,045 | $364 | $9,691 | $133,718 |
(b) The amortized cost of available-for-sale is net of the allowance for credit losses of $1 million. The allowance for credit loss relates to non-agency RMBS.
(c) Includes gross unrealized gains of $230 million and gross unrealized losses of $138 million recorded in accumulated other comprehensive income related to securities that were transferred from available-for-sale to held-to-maturity. The unrealized gains primarily relate to agency RMBS, agency commercial MBS and U.S. Treasury securities. The unrealized losses primarily relate to agency RMBS and U.S. Treasury securities. The unrealized gains and losses will be amortized into net interest income over the contractual lives of the securities.
| Securities at Dec. 31, 2023 · Grossunrealized | ||||
|---|---|---|---|---|
| Amortized cost · Fairvalue | ||||
| (in millions) · Gains · Losses | ||||
| Available-for-sale: | ||||
| Non-U.S. government (a) | $18,998 | $68 | $684 | $18,382 |
| U.S. Treasury | 18,193 | 63 | 1,652 | 16,604 |
| Agency RMBS | 13,457 | 119 | 465 | 13,111 |
| Agency commercial MBS | 8,191 | 69 | 531 | 7,729 |
| Foreign covered bonds | 6,489 | 25 | 180 | 6,334 |
| CLOs | 6,142 | 5 | 10 | 6,137 |
| Non-agency commercial MBS | 3,245 | 1 | 311 | 2,935 |
| U.S. government agencies | 3,053 | 42 | 194 | 2,901 |
| Non-agency RMBS | 1,883 | 32 | 175 | 1,740 |
| Other ABS | 1,026 | 1 | 84 | 943 |
| Other debt securities | 1 | — | — | 1 |
| Total securities available-for-sale (b)(c) | $80,678 | $425 | $4,286 | $76,817 |
| Held-to-maturity: | ||||
| Agency RMBS | $29,740 | $1 | $3,493 | $26,248 |
| U.S. Treasury | 9,123 | — | 612 | 8,511 |
| U.S. government agencies | 4,146 | — | 401 | 3,745 |
| Agency commercial MBS | 3,411 | 1 | 296 | 3,116 |
| Non-U.S. government (a) | 2,137 | 3 | 67 | 2,073 |
| CLOs | 983 | — | 1 | 982 |
| Non-agency RMBS | 26 | 1 | 1 | 26 |
| Other debt securities | 12 | — | 2 | 10 |
| Total securities held-to-maturity | $49,578 | $6 | $4,873 | $44,711 |
| Total securities | $130,256 | $431 | $9,159 | $121,528 |
(b) The amortized cost of available-for-sale securities is net of the allowance for credit losses of less than $1 million. The allowance for credit loss primarily relates to non-agency RMBS.
(c) Includes gross unrealized gains of $250 million and gross unrealized losses of $146 million recorded in accumulated other comprehensive income related to securities that were transferred from available-for-sale to held-to-maturity. The unrealized gains primarily relate to agency RMBS, agency commercial MBS, and U.S. Treasury securities. The unrealized losses primarily relate to agency RMBS and U.S. Treasury securities. The unrealized gains and losses will be amortized into net interest income 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) | 1Q24 | 4Q23 | 1Q23 |
| Realized gross gains | $4 | $1 | $14 |
| Realized gross losses | (5) | (49) | (15) |
| Total net securities (losses) | $(1) | $(48) | $(1) |
BNY Mellon 57
Notes to Consolidated Financial Statements (continued)
The following table presents pre-tax net securities gains (losses) by type.
| Net securities gains (losses) | |||
|---|---|---|---|
| (in millions) | 1Q24 | 4Q23 | 1Q23 |
| U.S. Treasury | $(1) | $(49) | $(8) |
| Non-agency RMBS | — | — | 2 |
| Other | — | 1 | 5 |
| Total net securities (losses) | $(1) | $(48) | $(1) |
Allowance for credit losses – Securities
The allowance for credit losses related to securities was $1 million at March 31, 2024 and $1 million at Dec. 31, 2023, and relates to non-agency RMBS and other debt securities.
Credit quality indicators – Securities
At March 31, 2024, the gross unrealized losses on the securities portfolio were primarily attributable to an increase in interest rates 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, $138 million of the unrealized losses at March 31, 2024 and $146 million at Dec. 31, 2023 reflected in the tables below relate to certain securities that were previously transferred from available-for-sale to held-to-maturity. As the transfers created a new cost basis for the securities, if these securities have experienced unrealized losses since the date of transfer, the corresponding unrealized losses would be reflected in the held-to-maturity securities portfolio in the following tables.
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 March 31, 2024 · Less than 12 months · 12 months or more · Total | ||||||
|---|---|---|---|---|---|---|
| Fairvalue · Unrealizedlosses · Fairvalue · Unrealizedlosses · Fairvalue · Unrealizedlosses | ||||||
| (in millions) | ||||||
| U.S. Treasury | $4,973 | $43 | $15,046 | $1,781 | $20,019 | $1,824 |
| Non-U.S. government (a) | 7,130 | 54 | 11,188 | 657 | 18,318 | 711 |
| Agency RMBS | 6,326 | 59 | 6,873 | 433 | 13,199 | 492 |
| Agency commercial MBS | 262 | 6 | 6,965 | 556 | 7,227 | 562 |
| Foreign covered bonds | 1,280 | 5 | 3,020 | 171 | 4,300 | 176 |
| Non-agency commercial MBS | 58 | — | 2,604 | 287 | 2,662 | 287 |
| U.S. government agencies | 704 | 10 | 1,551 | 178 | 2,255 | 188 |
| Non-agency RMBS | 89 | 1 | 1,196 | 176 | 1,285 | 177 |
| CLOs | 912 | — | 335 | 1 | 1,247 | 1 |
| Other ABS | — | — | 790 | 77 | 790 | 77 |
| Total securities available-for-sale (b) | $21,734 | $178 | $49,568 | $4,317 | $71,302 | $4,495 |
(b) Includes $138 million of gross unrealized losses 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. There wereno gross unrealized losses for less than 12 months. The unrealized losses are primarily related to agency RMBS and U.S. Treasury securities and will be amortized into net interest income over the contractual lives of the securities.
58 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, 2023 · Less than 12 months · 12 months or more · Total | ||||||
|---|---|---|---|---|---|---|
| Fairvalue · Unrealizedlosses · Fairvalue · Unrealizedlosses · Fairvalue · Unrealizedlosses | ||||||
| (in millions) | ||||||
| U.S. Treasury | $694 | $48 | $14,862 | $1,604 | $15,556 | $1,652 |
| Non-U.S. government (a) | 2,756 | 24 | 11,767 | 660 | 14,523 | 684 |
| Agency RMBS | 2,753 | 27 | 6,793 | 438 | 9,546 | 465 |
| Agency commercial MBS | 328 | 5 | 7,060 | 526 | 7,388 | 531 |
| CLOs | 784 | — | 3,158 | 10 | 3,942 | 10 |
| Foreign covered bonds | 268 | 1 | 3,603 | 179 | 3,871 | 180 |
| Non-agency commercial MBS | 187 | 2 | 2,607 | 309 | 2,794 | 311 |
| U.S. government agencies | 573 | 4 | 1,779 | 190 | 2,352 | 194 |
| Non-agency RMBS | 30 | 1 | 1,300 | 174 | 1,330 | 175 |
| Other ABS | — | — | 832 | 84 | 832 | 84 |
| Total securities available-for-sale (b) | $8,373 | $112 | $53,761 | $4,174 | $62,134 | $4,286 |
(b) Includes $146 million of gross unrealized losses 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. There wereno gross unrealized losses for less than 12 months. The unrealized losses are primarily related to agency RMBS and U.S. Treasury securities and will be amortized into net interest income over the contractual lives of the securities.
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 March 31, 2024 | Ratings (a) | ||||||
|---|---|---|---|---|---|---|---|
| Net unrealized gain (loss) · BB+andlower | |||||||
| (dollars in millions) · Amortized cost · AAA/AA- · A+/A- · BBB+/BBB- · Notrated | |||||||
| Agency RMBS | $28,805 | $(3,789) | 100% | —% | —% | —% | —% |
| U.S. Treasury | 8,763 | (617) | 100 | — | — | — | — |
| U.S. government agencies | 4,144 | (414) | 100 | — | — | — | — |
| Agency commercial MBS | 3,581 | (304) | 100 | — | — | — | — |
| Non-U.S. government (b)(c) | 2,093 | (66) | 100 | — | — | — | — |
| CLOs | 983 | — | 100 | — | — | — | — |
| Non-agency RMBS | 24 | — | 24 | 55 | 2 | 17 | 2 |
| Other debt securities | 11 | (1) | — | — | — | — | 100 |
| Total held-to-maturity securities | $48,404 | $(5,191) | 100% | —% | —% | —% | —% |
(a) Represents ratings by Standard & Poor’s (“S&P”) or the equivalent.
(c) Primarily consists of exposure to Germany, France, UK and the Netherlands.
BNY Mellon 59
Notes to Consolidated Financial Statements (continued)
| Held-to-maturity securities portfolio at Dec. 31, 2023 | Ratings (a) | ||||||
|---|---|---|---|---|---|---|---|
| Net unrealized gain (loss) · BB+andlower | |||||||
| (dollars in millions) · Amortized cost · AAA/AA- · A+/A- · BBB+/BBB- · Notrated | |||||||
| Agency RMBS | $29,740 | $(3,492) | 100% | —% | —% | —% | —% |
| U.S. Treasury | 9,123 | (612) | 100 | — | — | — | — |
| U.S. government agencies | 4,146 | (401) | 100 | — | — | — | — |
| Agency commercial MBS | 3,411 | (295) | 100 | — | — | — | — |
| Non-U.S. government (b)(c) | 2,137 | (64) | 100 | — | — | — | — |
| CLOs | 983 | (1) | 100 | — | — | — | — |
| Non-agency RMBS | 26 | — | 25 | 54 | 2 | 17 | 2 |
| Other debt securities | 12 | (2) | — | — | — | — | 100 |
| Total held-to-maturity securities | $49,578 | $(4,867) | 100% | —% | —% | —% | —% |
(a) Represents ratings by S&P or the equivalent.
(c) Primarily consists of exposure to Germany, France, UK and the Netherlands.
Maturity distribution
The following table shows the maturity distribution by carrying amount and yield (on a tax equivalent basis) of our securities portfolio.
| Within 1 year · 1-5 years · 5-10 years · After 10 years · Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) · Amount · Yield (a) · Amount · Yield (a) · Amount · Yield (a) · Amount · Yield (a) · Amount · Yield (a) | |||||||||||
| Available-for-sale: | |||||||||||
| U.S. Treasury | $3,061 | 1.74% | $12,520 | 1.75% | $2,650 | 3.06% | $1,957 | 2.92% | $20,188 | 2.04% | |
| Non-U.S. government (b) | 4,826 | 2.37 | 16,482 | 3.00 | 2,868 | 2.36 | 141 | 3.08 | 24,317 | 2.80 | |
| Foreign covered bonds | 1,279 | 3.55 | 5,557 | 3.39 | 425 | 2.20 | — | — | 7,261 | 3.34 | |
| U.S. government agencies | 50 | 1.51 | 1,692 | 3.82 | 886 | 2.81 | 108 | 2.75 | 2,736 | 3.38 | |
| Other debt securities | — | — | — | — | — | — | 1 | 4.85 | 1 | 4.85 | |
| Mortgage-backed securities: | |||||||||||
| Agency RMBS | 16,617 | 5.13 | |||||||||
| Non-agency RMBS | 1,703 | 4.46 | |||||||||
| Agency commercial MBS | 7,584 | 3.04 | |||||||||
| Non-agency commercial MBS | 2,934 | 3.47 | |||||||||
| CLOs | 6,265 | 6.80 | |||||||||
| Other ABS | 899 | 2.42 | |||||||||
| Total securities available-for-sale | $9,216 | 2.32% | $36,251 | 2.65% | $6,829 | 2.68% | $2,207 | 2.92% | $90,505 | 3.44% | |
| Held-to-maturity: | |||||||||||
| U.S. Treasury | $2,816 | 1.55% | $5,137 | 1.21% | $810 | 1.07% | $— | —% | $8,763 | 1.30% | |
| U.S. government agencies | 555 | 1.34 | 2,827 | 1.46 | 549 | 1.69 | 213 | 1.99 | 4,144 | 1.50 | |
| Non-U.S. government (b) | 896 | 0.97 | 1,121 | 1.29 | 76 | 0.59 | — | — | 2,093 | 1.13 | |
| Other debt securities | — | — | — | — | 11 | 4.75 | — | — | 11 | 4.75 | |
| Mortgage-backed securities: | |||||||||||
| Agency RMBS | 28,805 | 2.33 | |||||||||
| Non-agency RMBS | 24 | 4.42 | |||||||||
| Agency commercial MBS | 3,581 | 2.57 | |||||||||
| CLOs | 983 | 6.72 | |||||||||
| Total securities held-to-maturity | $4,267 | 1.40% | $9,085 | 1.30% | $1,446 | 1.31% | $213 | 1.99% | $48,404 | 2.13% | |
| Total securities | $13,483 | 2.03% | $45,336 | 2.39% | $8,275 | 2.46% | $2,420 | 2.85% | $138,909 | 3.00% | |
(a) Yields are based upon the amortized cost of securities and consider the contractual coupon, amortization of premiums and accretion of discounts, excluding the effect of related hedging derivatives.
60 BNY Mellon
Notes to Consolidated Financial Statements (continued)
Pledged assets
At March 31, 2024, BNY Mellon had pledged assets of $145 billion, including $96 billion pledged as collateral for potential borrowings at the Federal Reserve Discount Window and $9 billion pledged as collateral for borrowing at the Federal Home Loan Bank. The components of the assets pledged at March 31, 2024 included $127 billion of securities, $13 billion of loans, $4 billion of trading assets and $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 as there have been no borrowings.
At Dec. 31, 2023, BNY Mellon had pledged assets of $134 billion, including $93 billion pledged as collateral for potential borrowing at the Federal Reserve Discount Window and $9 billion pledged as collateral for borrowing at the Federal Home Loan Bank. The components of the assets pledged at Dec. 31, 2023 included $116 billion of securities, $13 billion of loans, $4 billion of trading assets and $1 billion of interest-bearing deposits with banks.
At March 31, 2024 and Dec. 31, 2023, pledged assets included $26 billion and $24 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 March 31, 2024 and Dec. 31, 2023, the market value of the securities received that can be sold or repledged was $217 billion and $212 billion, respectively. We routinely sell or repledge these securities through delivery to third parties. As of March 31, 2024 and Dec. 31, 2023, the market value of securities collateral sold or repledged was $197 billion and $180 billion, respectively.
Restricted cash and securities
Cash and securities may be segregated under federal and other regulations or requirements. At March 31, 2024 and Dec. 31, 2023, cash segregated under federal and other regulations or requirements was $2 billion and $3 billion, respectively. Restricted cash is primarily included in interest-bearing deposits with banks on the consolidated balance sheet. Securities segregated under federal and other regulations or requirements were $5 billion at March 31, 2024 and $3 billion at Dec. 31, 2023. 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 5–Loans and asset quality
Loans
The table below provides the details of our loan portfolio.
| Loans | March 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| (in millions) | ||
| Commercial | $2,463 | $2,112 |
| Commercial real estate | 6,997 | 6,760 |
| Financial institutions | 12,059 | 10,521 |
| Lease financings | 599 | 599 |
| Wealth management loans | 9,028 | 9,109 |
| Wealth management mortgages | 9,088 | 9,131 |
| Other residential mortgages | 1,147 | 1,166 |
| Capital call financing | 3,987 | 3,700 |
| Other | 2,723 | 2,717 |
| Overdrafts | 7,947 | 3,053 |
| Margin loans | 17,577 | 18,011 |
| Total loans (a) | $73,615 | $66,879 |
(a) Net of unearned income of $258 million at March 31, 2024 and $268 million at Dec. 31, 2023 primarily related to lease financings.
We disclose information related to our loans and asset quality by the class of the financing receivable in the following tables.
BNY Mellon 61
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, available-for-sale securities, held-to-maturity securities and accounts receivable.
| Allowance for credit losses activity for the quarter ended March 31, 2024 · Wealth management loans · Wealth management mortgages · Otherresidentialmortgages · Capital call financing | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in millions) · Commercial · Commercialreal estate · Financialinstitutions · Leasefinancings · Total | |||||||||
| Beginning balance | $27 | $325 | $19 | $1 | $1 | $9 | $4 | $4 | $390 |
| Charge-offs | — | — | — | — | — | (1) | — | — | (1) |
| Recoveries | — | — | — | — | — | — | — | — | — |
| Net (charge-offs) | — | — | — | — | — | (1) | — | — | (1) |
| Provision (a) | (3) | 22 | (2) | (1) | — | (1) | (1) | — | 14 |
| Ending balance | $24 | $347 | $17 | $— | $1 | $7 | $3 | $4 | $403 |
| Allowance for: | |||||||||
| Loan losses | $14 | $287 | $8 | $— | $1 | $6 | $3 | $3 | $322 |
| Lending-related commitments | 10 | 60 | 9 | — | — | 1 | — | 1 | 81 |
| Individually evaluated for impairment: | |||||||||
| Loan balance (b) | $— | $331 | $— | $— | $— | $16 | $1 | $— | $348 |
| Allowance for loan losses | — | 107 | — | — | — | — | — | — | 107 |
(a) Does not include the provision for credit losses related to other financial instruments of $13 million for the quarter ended March 31, 2024.
(b) Includes collateral-dependent loans of $348 million with $303 million of collateral value.
| Allowance for credit losses activity for the quarter ended Dec. 31, 2023 · Wealth management loans · Wealth management mortgages · Otherresidentialmortgages · Capital call financing | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) · Commercial · Commercialreal estate · Financialinstitutions · Leasefinancings · Other · Total | ||||||||||
| Beginning balance | $32 | $222 | $22 | $1 | $1 | $9 | $6 | $3 | $— | $296 |
| Charge-offs | — | — | — | — | — | — | — | — | — | — |
| Recoveries | — | — | — | — | — | — | — | — | 5 | 5 |
| Net recoveries | — | — | — | — | — | — | — | — | 5 | 5 |
| Provision (a) | (5) | 103 | (3) | — | — | — | (2) | 1 | (5) | 89 |
| Ending balance | $27 | $325 | $19 | $1 | $1 | $9 | $4 | $4 | $— | $390 |
| Allowance for: | ||||||||||
| Loan losses | $12 | $266 | $9 | $1 | $1 | $8 | $4 | $2 | $— | $303 |
| Lending-related commitments | 15 | 59 | 10 | — | — | 1 | — | 2 | — | 87 |
| Individually evaluated for impairment: | ||||||||||
| Loan balance (b) | $— | $290 | $— | $— | $— | $12 | $1 | $— | $— | $303 |
| Allowance for loan losses | — | 76 | — | — | — | — | — | — | — | 76 |
(a) Does not include the provision for credit losses benefit related to other financial instruments of $5 million for the quarter ended Dec. 31, 2023.
(b) Includes collateral-dependent loans of $303 million with $348 million of collateral at fair value.
62 BNY Mellon
Notes to Consolidated Financial Statements (continued)
| Allowance for credit losses activity for the quarter ended March 31, 2023 · Wealth management loans · Wealth management mortgages · Otherresidentialmortgages · Capital call financing · Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in millions) · Commercial · Commercialreal estate · Financialinstitutions · Leasefinancings | |||||||||
| Beginning balance | $18 | $184 | $24 | $1 | $1 | $12 | $8 | $6 | $254 |
| Charge-offs | — | — | — | — | — | — | — | — | — |
| Recoveries | 1 | — | — | — | — | — | — | — | 1 |
| Net recoveries | 1 | — | — | — | — | — | — | — | 1 |
| Provision (a) | 2 | (7) | — | — | — | 2 | 1 | — | (2) |
| Ending balance | $21 | $177 | $24 | $1 | $1 | $14 | $9 | $6 | $253 |
| Allowance for: | |||||||||
| Loan losses | $4 | $130 | $8 | $1 | $1 | $13 | $9 | $4 | $170 |
| Lending-related commitments | 17 | 47 | 16 | — | — | 1 | — | 2 | 83 |
| Individually evaluated for impairment: | |||||||||
| Loan balance (b) | $— | $54 | $— | $— | $— | $13 | $1 | $— | $68 |
| Allowance for loan losses | — | — | — | — | — | — | — | — | — |
(a) Does not include the provision for credit losses related to other financial instruments of $29 million for the quarter ended March 31, 2023.
(b) Includes collateral-dependent loans of $68 million with $103 million of collateral at fair value.
Nonperforming assets
The table below presents our nonperforming assets.
| Nonperforming assets · March 31, 2024 · Dec. 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Recorded investment · Recorded investment | ||||||
| With anallowance · Without an allowance · With anallowance · Without an allowance | ||||||
| (in millions) · Total · Total | ||||||
| Nonperforming loans: | ||||||
| Commercial real estate | $230 | $— | $230 | $189 | $— | $189 |
| Other residential mortgages | 22 | 1 | 23 | 23 | 1 | 24 |
| Wealth management mortgages | 7 | 16 | 23 | 7 | 12 | 19 |
| Total nonperforming loans | 259 | 17 | 276 | 219 | 13 | 232 |
| Other assets owned | — | 2 | 2 | — | 5 | 5 |
| Total nonperforming assets | $259 | $19 | $278 | $219 | $18 | $237 |
Past due loans
The table below presents our past due loans.
| Past due loans and still accruing interest · March 31, 2024 · Dec. 31, 2023 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Days past due · Totalpast due · Days past due · Totalpast due | |||||||||||
| (in millions) | 30-59 | 60-89 | ≥90 | 30-59 | 60-89 | ≥90 | |||||
| Financial institutions | $455(a) | $— | $— | $455 | $339(b) | $— | $— | $339 | |||
| Wealth management loans | 50 | — | — | 50 | 52 | — | — | 52 | |||
| Wealth management mortgages | 48 | — | — | 48 | 26 | 3 | — | 29 | |||
| Commercial real estate | 3 | — | — | 3 | 9 | 3 | — | 12 | |||
| Other residential mortgages | 12 | 5 | — | 17 | 7 | 1 | — | 8 | |||
| Total past due loans | $568 | $5 | $— | $573 | $433 | $7 | $— | $440 | |||
(a) Past due financial institution loans have been collected since March 31, 2024.
(b) Past due financial institution loans have been collected since Dec. 31, 2023.
BNY Mellon 63
Notes to Consolidated Financial Statements (continued)
Loan modifications
Modified loans are evaluated to determine whether a modification or restructuring with a borrower experiencing financial difficulty results in principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension. The modification could result in a new loan or a continuation of the existing loan.
In the first quarter of 2024, we modifiedone commercial real estate exposure, with a recorded investment of $59 million and an unfunded lending commitment of $15 million, by extending the maturity date. We also modifiedone residential
mortgage loan, with an aggregate recorded investment of less than $1 million, by providing payment modifications and extending the maturity date.
In the fourth quarter of 2023, we modified three residential mortgage loans, with an aggregate recorded investment of less than $2 million, by payment modifications and extending the maturity dates.
In the first quarter of 2023, we modifiedone commercial real estate loan, with a recorded investment of $12 million, by extending the maturity date.
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 | March 31, 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revolving loans | ||||||||||
| Originated, at amortized cost · Amortized cost · Converted to term loans – Amortized cost · Accruedinterestreceivable | ||||||||||
| (in millions) · 1Q24 · 2023 · 2022 · 2021 · 2020 · Prior to 2020 · Total (a) | ||||||||||
| Commercial: | ||||||||||
| Investment grade | $16 | $140 | $56 | $64 | $— | $116 | $1,980 | $— | $2,372 | |
| Non-investment grade | 2 | — | — | 24 | — | — | 65 | — | 91 | |
| Total commercial | 18 | 140 | 56 | 88 | — | 116 | 2,045 | — | 2,463 | $3 |
| Commercial real estate: | ||||||||||
| Investment grade | 185 | 555 | 739 | 640 | 558 | 1,759 | 226 | 22 | 4,684 | |
| Non-investment grade | 1 | 237 | 846 | 339 | 307 | 493 | 90 | — | 2,313 | |
| Total commercial real estate | 186 | 792 | 1,585 | 979 | 865 | 2,252 | 316 | 22 | 6,997 | 33 |
| Financial institutions: | ||||||||||
| Investment grade | 184 | 424 | 24 | 110 | 72 | 8 | 10,142 | — | 10,964 | |
| Non-investment grade | 45 | 20 | 10 | — | — | — | 1,020 | — | 1,095 | |
| Total financial institutions | 229 | 444 | 34 | 110 | 72 | 8 | 11,162 | — | 12,059 | 124 |
| Wealth management loans: | ||||||||||
| Investment grade | 4 | 30 | 31 | 109 | 26 | 163 | 8,487 | 100 | 8,950 | |
| Non-investment grade | — | — | — | — | — | — | 78 | — | 78 | |
| Total wealth management loans | 4 | 30 | 31 | 109 | 26 | 163 | 8,565 | 100 | 9,028 | 59 |
| Wealth management mortgages (b) | 107 | 841 | 1,658 | 1,901 | 855 | 3,705 | 21 | — | 9,088 | 24 |
| Lease financings | — | — | — | 12 | 38 | 549 | — | — | 599 | — |
| Other residential mortgages | — | 179 | 555 | 199 | 5 | 209 | — | — | 1,147 | 4 |
| Capital call financing | — | 10 | — | — | — | — | 3,977 | — | 3,987 | 17 |
| Other loans | — | — | — | — | — | — | 2,723 | — | 2,723 | 7 |
| Margin loans | 7,830 | — | — | — | — | — | 9,747 | — | 17,577 | 39 |
| Total loans | $8,374 | $2,436 | $3,919 | $3,398 | $1,861 | $7,002 | $38,556 | $122 | $65,668 | $310 |
(a) Excludes overdrafts of $7,947 million. Overdrafts occur on a daily basis primarily in the custody and securities clearance business and are generally repaid withintwo business days.
(b) The gross write-offs related to wealth management mortgage loans were less than $1 million in the first three months of 2024.
64 BNY Mellon
Notes to Consolidated Financial Statements (continued)
| Credit profile of the loan portfolio | Dec. 31, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revolving loans | ||||||||||
| Originated, at amortized cost · Amortized cost · Converted to term loans – Amortized cost · Accruedinterestreceivable | ||||||||||
| (in millions) · 2023 · 2022 · 2021 · 2020 · 2019 · Prior to 2019 · Total (a) | ||||||||||
| Commercial: | ||||||||||
| Investment grade | $193 | $114 | $70 | $— | $— | $45 | $1,483 | $— | $1,905 | |
| Non-investment grade | 52 | 18 | — | — | — | — | 137 | — | 207 | |
| Total commercial | 245 | 132 | 70 | — | — | 45 | 1,620 | — | 2,112 | $3 |
| Commercial real estate: | ||||||||||
| Investment grade | 1,518 | 864 | 585 | 152 | 271 | 875 | 136 | 22 | 4,423 | |
| Non-investment grade | 1,172 | 685 | 154 | 43 | 47 | 152 | 84 | — | 2,337 | |
| Total commercial real estate | 2,690 | 1,549 | 739 | 195 | 318 | 1,027 | 220 | 22 | 6,760 | 30 |
| Financial institutions: | ||||||||||
| Investment grade | 616 | 74 | 57 | — | — | 10 | 6,948 | — | 7,705 | |
| Non-investment grade | 134 | 10 | — | — | — | — | 2,672 | — | 2,816 | |
| Total financial institutions | 750 | 84 | 57 | — | — | 10 | 9,620 | — | 10,521 | 120 |
| Wealth management loans: | ||||||||||
| Investment grade | 39 | 30 | 110 | 26 | 7 | 167 | 8,542 | 101 | 9,022 | |
| Non-investment grade | — | 2 | — | — | — | — | 85 | — | 87 | |
| Total wealth management loans | 39 | 32 | 110 | 26 | 7 | 167 | 8,627 | 101 | 9,109 | 57 |
| Wealth management mortgages | 850 | 1,689 | 1,909 | 863 | 736 | 3,066 | 18 | — | 9,131 | 22 |
| Lease financings | 230 | — | — | 40 | 7 | 322 | — | — | 599 | — |
| Other residential mortgages (b) | 184 | 561 | 200 | 5 | — | 216 | — | — | 1,166 | 5 |
| Capital call financing | 10 | — | — | — | — | — | 3,690 | — | 3,700 | 15 |
| Other loans | — | — | — | — | — | — | 2,717 | — | 2,717 | 7 |
| Margin loans | 7,283 | — | — | — | — | — | 10,728 | — | 18,011 | 41 |
| Total loans | $12,281 | $4,047 | $3,085 | $1,129 | $1,068 | $4,853 | $37,240 | $123 | $63,826 | $300 |
(a) Excludes overdrafts of $3,053 million. Overdrafts occur on a daily basis primarily in the custody and securities clearance business and are generally repaid withintwo business days.
(b) The gross write-offs related to other residential mortgage loans were $3 million in 2023.
Commercial loans
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 97% of the exposures meeting the investment grade equivalent criteria of our internal credit rating classification at March 31, 2024. In addition,66% 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 84% expiring within one year.
Wealth management loans
Wealth management 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 loan portfolio, therefore, would equate to investment grade external
BNY Mellon 65
Notes to Consolidated Financial Statements (continued)
ratings. Wealth management loans are provided to select customers based on the pledge of other types of assets. For the loans collateralized by other assets, the credit quality of the obligor is carefully analyzed, but we do not consider this portion of our wealth management loan portfolio to be investment grade.
Wealth management mortgages
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 61% at origination. Delinquency rate is a key indicator of credit quality in our wealth management portfolio. At March 31, 2024, less than 1% of the mortgages were past due.
At March 31, 2024, the wealth management mortgage portfolio consisted of the following geographic concentrations: California –21%; New York –14%; Florida –11%; Massachusetts –8%; and other –46%.
Lease financings
At March 31, 2024, nearly all of the leasing exposure was investment grade, or investment grade equivalent, and consisted of exposures backed by well-diversified assets. The largest components of our lease residual value exposure relate to real estate and large-ticket transportation equipment. 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 $1.1 billion at March 31, 2024 and $1.2 billion at Dec. 31, 2023. These loans are not typically correlated to external ratings.
Capital call financing
Capital call financing includes loans to private equity funds that are secured by the fund investors’ capital commitments and the funds’ right to call capital.
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 $17.6 billion of secured margin loans at March 31, 2024, compared with $18.0 billion at Dec. 31, 2023. 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.
Overdrafts
Overdrafts primarily relate to custody and securities clearance clients and totaled $7.9 billion at March 31, 2024 and $3.1 billion at Dec. 31, 2023. Overdrafts occur on a daily basis and are generally repaid withintwo business days.
Reverse repurchase agreements
Reverse repurchase agreements at March 31, 2024 and Dec. 31, 2023 were fully secured with high-quality collateral. As a result, there wasno allowance for credit losses related to these assets at March 31, 2024 and Dec. 31, 2023.
66 BNY Mellon
Notes to Consolidated Financial Statements (continued)
Note 6–Goodwill and intangible assets
Goodwill
The tables below provide a breakdown of goodwill by business segment.
| Goodwill by business segment(in millions) | SecuritiesServices | Market and Wealth Services | Investmentand WealthManagement | Consolidated |
|---|---|---|---|---|
| Goodwill | $7,004 | $1,429 | $8,508 | $16,941 |
| Accumulated impairment losses | — | — | (680) | (680) |
| Net goodwill | $7,004 | $1,429 | $7,828 | $16,261 |
| Business realignment (a) | (51) | 48 | 3 | — |
| Foreign currency translation | (18) | (1) | (14) | (33) |
| Goodwill | $6,935 | $1,476 | $8,497 | $16,908 |
| Accumulated impairment losses | — | — | (680) | (680) |
| Net goodwill | $6,935 | $1,476 | $7,817 | $16,228 |
(a) In the first quarter of 2024, we made certain realignments of similar products and services within our lines of business. See Note 19 for additional information.
| Goodwill by business segment(in millions) | SecuritiesServices | Market and Wealth Services | Investmentand WealthManagement | Consolidated |
|---|---|---|---|---|
| Goodwill | $6,973 | $1,424 | $8,433 | $16,830 |
| Accumulated impairment losses | — | — | (680) | (680) |
| Net goodwill | $6,973 | $1,424 | $7,753 | $16,150 |
| Foreign currency translation | 12 | 2 | 28 | 42 |
| Goodwill | $6,985 | $1,426 | $8,461 | $16,872 |
| Accumulated impairment losses | — | — | (680) | (680) |
| Net goodwill | $6,985 | $1,426 | $7,781 | $16,192 |
Goodwill impairment testing
The goodwill impairment test is performed at least annually at the reporting unit level. An interim goodwill impairment test is performed when events or circumstances occur that may indicate that it is more likely than not that the fair value of any reporting unit may be less than its carrying value.
In the first quarter of 2024, due to the results of the fourth quarter 2023 interim goodwill impairment test and macroeconomic conditions, we performed an interim goodwill impairment test of the Investment Management reporting unit, which had $6.1 billion of allocated goodwill. No additional goodwill impairment was recognized.
BNY Mellon 67
Notes to Consolidated Financial Statements (continued)
Intangible assets
The tables below provide a breakdown of intangible assets by business segment.
| Intangible assets – net carrying amount by business segment(in millions) | SecuritiesServices | Market and Wealth Services | Investmentand WealthManagement | Other | Consolidated |
|---|---|---|---|---|---|
| Balance at Dec. 31, 2023 | $164 | $378 | $1,463 | $849 | $2,854 |
| Amortization | (7) | (1) | (4) | — | (12) |
| Foreign currency translation | (1) | — | (2) | — | (3) |
| Balance at March 31, 2024 | $156 | $377 | $1,457 | $849 | $2,839 |
| Intangible assets – net carrying amount by business segment(in millions) | SecuritiesServices | Market and Wealth Services | Investmentand WealthManagement | Other | Consolidated |
|---|---|---|---|---|---|
| Balance at Dec. 31, 2022 | $193 | $384 | $1,475 | $849 | $2,901 |
| Amortization | (8) | (1) | (5) | — | (14) |
| Foreign currency translation | — | — | 3 | — | 3 |
| Balance at March 31, 2023 | $185 | $383 | $1,473 | $849 | $2,890 |
The table below provides a breakdown of intangible assets by type.
| Intangible assets · March 31, 2024 · Dec. 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| (dollars in millions) | Grosscarryingamount | Accumulatedamortization | Netcarryingamount | Remainingweighted-averageamortizationperiod | Grosscarryingamount | Accumulatedamortization | Netcarryingamount |
| Subject to amortization: (a) | |||||||
| Customer contracts – Securities Services | $729 | $(573) | $156 | 10 years | $731 | $(567) | $164 |
| Customer contracts – Market and Wealth Services | 280 | (274) | 6 | 2 years | 280 | (273) | 7 |
| Customer relationships – Investment and Wealth Management | 553 | (484) | 69 | 8 years | 553 | (479) | 74 |
| Other | 41 | (12) | 29 | 13 years | 41 | (12) | 29 |
| Total subject to amortization | $1,603 | $(1,343) | $260 | 9 years | $1,605 | $(1,331) | $274 |
| Not subject to amortization: (b) | |||||||
| Tradenames | $1,292 | N/A | $1,292 | N/A | $1,292 | N/A | $1,292 |
| Customer relationships | 1,287 | N/A | 1,287 | N/A | 1,288 | N/A | 1,288 |
| Total not subject to amortization | $2,579 | N/A | $2,579 | N/A | $2,580 | N/A | $2,580 |
| Total intangible assets | $4,182 | $(1,343) | $2,839 | N/A | $4,185 | $(1,331) | $2,854 |
(a) Excludes fully amortized intangible assets.
(b) Intangible assets not subject to amortization have an indefinite life.
Estimated annual amortization expense for current intangibles for the next five years is as follows:
| For the year endedDec. 31, | Estimated amortization expense(in millions) |
|---|---|
| 2024 | $49 |
| 2025 | 43 |
| 2026 | 34 |
| 2027 | 28 |
| 2028 | 24 |
Intangible asset impairment testing
Intangible assets not subject to amortization are tested for impairment annually or more often if events or circumstances indicate they may be impaired.
68 BNY Mellon
Notes to Consolidated Financial Statements (continued)
Note 7–Other assets
The following table provides the components of other assets presented on the consolidated balance sheet.
| Other assets | March 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| (in millions) | ||
| Corporate/bank-owned life insurance | $5,498 | $5,480 |
| Accounts receivable (a) | 4,347 | 6,567 |
| Software | 2,455 | 2,430 |
| Fails to deliver | 2,281 | 1,514 |
| Tax credit investments (b) | 2,130 | 2,186 |
| Prepaid pension assets | 1,984 | 1,818 |
| Equity method investments | 888 | 873 |
| Other equity investments (c) | 763 | 741 |
| Prepaid expense | 754 | 737 |
| Assets of consolidated investment management funds | 568 | 526 |
| Federal Reserve Bank stock | 482 | 480 |
| Fair value of hedging derivatives | 384 | 236 |
| Seed capital (d) | 207 | 232 |
| Cash collateral receivable on derivative transactions | 187 | 621 |
| Income taxes receivable | 165 | 270 |
| Other (e) | 1,010 | 1,198 |
| Total other assets | $24,103 | $25,909 |
(a) Includes receivables for securities sold or matured that have not yet settled.
(b) Prior period renewable energy investments were restated to reflect the retrospective application of adopting new accounting guidance related to our investments in renewable energy projects using the proportional amortization method (ASU 2023-02). See Note 2 for additional information.
(c) Includes strategic equity, private equity and other investments.
(d) Includes investments in BNY Mellon funds that hedge deferred incentive awards.
(e) At March 31, 2024 and Dec. 31, 2023, 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 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 revenue on the consolidated income statement. Our non-readily marketable equity securities totaled $494 million at March 31, 2024 and $479 million at Dec. 31, 2023, and are included in other equity 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) · 1Q24 · 4Q23 · 1Q23 | ||||
| Upward adjustments | $— | $47 | $— | $335 |
| Downward adjustments | — | (1) | (18) | (53) |
| Net adjustments | $— | $46 | $(18) | $282 |
Tax credit investments
Tax credit investments include affordable housing projects and renewable energy investments. We invest in affordable housing projects primarily to satisfy the Company’s requirements under the Community Reinvestment Act. On Jan. 1, 2024, we adopted ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method for our renewable energy projects that met the eligibility criteria. See Note 2 for additional information.
Our tax credit investments totaled $2.1 billion at March 31, 2024 and $2.2 billion at Dec. 31, 2023. Commitments to fund future investments totaled $777 million at March 31, 2024 and $780 million at Dec. 31, 2023 and are recorded in other liabilities on the consolidated balance sheet. A summary of the commitments to fund future investments is as follows: remainder of 2024 – $283 million; 2025 – $227 million; 2026 – $92 million; 2027 – $44 million; 2028 – $16 million; and 2029 and thereafter – $115 million.
Tax credits and other tax benefits recognized were $114 million in the first quarter of 2024, $97 million in the fourth quarter of 2023 and $90 million in the first quarter of 2023.
Amortization expense included in the provision for income taxes was $92 million in the first quarter of 2024, $74 million in the fourth quarter of 2023 and $73 million in the first quarter of 2023.
Investments valued using net asset value (“NAV”) per share
In our Investment and Wealth Management business segment, we make seed capital investments in certain funds we manage. We also hold private equity investments, primarily small business investment
BNY Mellon 69
Notes to Consolidated Financial Statements (continued)
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 · March 31, 2024 · Dec. 31, 2023 | ||||
|---|---|---|---|---|
| (in millions) | Fair value | Unfunded commitments | Fair value | Unfundedcommitments |
| Seed capital (a)(b) | $7 | $— | $3 | $— |
| Private equity investments (c) | 152 | 41 | 143 | 42 |
| Other | 7 | — | 7 | — |
| Total | $166 | $41 | $153 | $42 |
(a) Seed capital investments at March 31, 2024 are generally redeemable on request. Distributions are received as the underlying investments in the funds, which have redemption notice periods of up toseven days, are liquidated.
(b) Includes investments in funds that relate to deferred compensation arrangements with employees.
(c) Private equity investments primarily include Volcker Rule-compliant investments in SBICs that invest in various sectors of the economy. Private equity investments do not have redemption rights. Distributions from such investments will be received as the underlying investments in the private equity investments, which have a life of 10 years, are liquidated.
Note 8–Contract revenue
Fee and other revenue in the Securities Services, Market and Wealth Services and Investment and Wealth Management business segments 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 the fee schedules. See Note 10 of the Notes to Consolidated Financial Statements in our 2023 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 2023 Annual Report for additional information on our principal business segments — Securities Services,
Market and Wealth 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 tables present fee and other revenue related to contracts with customers, disaggregated by type of fee revenue, 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.
70 BNY Mellon
Notes to Consolidated Financial Statements (continued)
| Disaggregation of contract revenue by business segment | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Quarter ended | ||||||||||
| March 31, 2024 | March 31, 2023 (a) | |||||||||
| (in millions) | Securities Services | Market and Wealth Services | Investment and Wealth Management | Other | Total | Securities Services | Market and Wealth Services | Investment and Wealth Management | Other | Total |
| Fee and other revenue – contract revenue: | ||||||||||
| Investment services fees | $1,260 | $992 | $26 | $(16) | $2,262 | $1,169 | $932 | $24 | $(15) | $2,110 |
| Investment management and performance fees | — | 2 | 774 | (4) | 772 | — | 2 | 784 | (3) | 783 |
| Financing-related fees | 15 | 8 | — | — | 23 | 13 | 5 | — | — | 18 |
| Distribution and servicing fees | 1 | (29) | 70 | — | 42 | — | (23) | 55 | 1 | 33 |
| Investment and other revenue | 57 | 60 | (90) | 1 | 28 | 60 | 50 | (80) | 1 | 31 |
| Total fee and other revenue – contract revenue | 1,333 | 1,033 | 780 | (19) | 3,127 | 1,242 | 966 | 783 | (16) | 2,975 |
| Fee and other revenue – not in scope of Accounting Standards Codification (“ASC”) 606 (b)(c)(d) | 223 | 61 | 25 | 49 | 358 | 201 | 52 | 2 | 57 | 312 |
| Total fee and other revenue | $1,556 | $1,094 | $805 | $30 | $3,485 | $1,443 | $1,018 | $785 | $41 | $3,287 |
(a) Prior period results were revised in the first quarter of 2024 to reflect certain realignments of similar products and services within our lines of business. See Note 19 for additional information.
(b) Primarily includes investment services fees, foreign exchange revenue, financing-related fees and investment and other revenue, all of which are accounted for using other accounting guidance.
(c) The Investment and Wealth Management business segment is net of income (loss) attributable to noncontrolling interests related to consolidated investment management funds of $2 million in the first quarter of 2024 and $— million in the first quarter of 2023.
(d) Prior period amount for the Other segment was restated to reflect the retrospective application of adopting new accounting guidance related to our investments in renewable energy projects using the proportional amortization method (ASU 2023-02). See Note 2 for additional information.
| Disaggregation of contract revenue by business segment | Quarter ended | ||||
|---|---|---|---|---|---|
| Dec. 31, 2023 (a) | |||||
| (in millions) | Securities Services | Market and Wealth Services | Investment and Wealth Management | Other | Total |
| Fee and other revenue – contract revenue: | |||||
| Investment services fees | $1,251 | $970 | $25 | $(15) | $2,231 |
| Investment management and performance fees | — | 2 | 744 | (3) | 743 |
| Financing-related fees | 7 | 3 | 1 | (1) | 10 |
| Distribution and servicing fees | 3 | (27) | 66 | — | 42 |
| Investment and other revenue | 58 | 55 | (83) | — | 30 |
| Total fee and other revenue – contract revenue | 1,319 | 1,003 | 753 | (19) | 3,056 |
| Fee and other revenue – not in scope of ASC 606 (b)(c)(d) | 225 | 57 | (119) | 40 | 203 |
| Total fee and other revenue | $1,544 | $1,060 | $634 | $21 | $3,259 |
(a) Prior period results were revised in the first quarter of 2024 to reflect certain realignments of similar products and services within our lines of business. See Note 19 for additional information.
(b) Primarily includes investment services fees, foreign exchange revenue, financing-related fees and investment and other revenue, all of which are accounted for using other accounting guidance.
(c) The Investment and Wealth Management business segment is net of (loss) attributable to noncontrolling interests related to consolidated investment management funds of $(2) million in the fourth quarter of 2023.
(d) Prior period amount for the Other segment was restated to reflect the retrospective application of adopting new accounting guidance related to our investments in renewable energy projects using the proportional amortization method (ASU 2023-02). See Note 2 for additional information.
BNY Mellon 71
Notes to Consolidated Financial Statements (continued)
Contract balances
Our clients are billed based on fee schedules that are agreed upon in each customer contract. Receivables from customers were $2.6 billion at March 31, 2024 and Dec. 31, 2023.
Contract assets represent accrued revenues that have not yet been billed to customers due to certain contractual terms other than the passage of time and were $48 million at March 31, 2024 and $27 million at Dec. 31, 2023. 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 $204 million at March 31, 2024 and $172 million at Dec. 31, 2023. Contract liabilities are included in other liabilities on the consolidated balance sheet. Revenue recognized in the first quarter of 2024 relating to contract liabilities as of Dec. 31, 2023 was $55 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 $52 million at March 31, 2024 and $46 million at Dec. 31, 2023. Capitalized sales incentives are amortized based on the transfer of goods or services to which the assets relate. The amortization of capitalized sales incentives, which is included in staff expense on the consolidated income statement, totaled $3 million in the first quarter of 2024, $4 million in the first quarter of 2023 and $4 million in the fourth quarter of 2023.
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 fulfillment of the performance obligation, and totaled $91 million at March 31, 2024 and $90 million at Dec. 31, 2023. These capitalized costs are amortized on a straight-line basis over the expected contract period.
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.
72 BNY Mellon
Notes to Consolidated Financial Statements (continued)
Note 9–Net interest income
The following table provides the components of net interest income presented on the consolidated income statement.
| Net interest income | Quarter ended | ||
|---|---|---|---|
| (in millions) | March 31, 2024 | Dec. 31, 2023 | March 31, 2023 |
| Interest income | |||
| Deposits with the Federal Reserve and other central banks | $1,219 | $1,294 | $853 |
| Deposits with banks | 121 | 130 | 140 |
| Federal funds sold and securities purchased under resale agreements | 2,433 | 2,308 | 991 |
| Loans | 1,061 | 1,064 | 866 |
| Securities: | |||
| Taxable | 1,193 | 1,080 | 1,022 |
| Exempt from federal income taxes | — | — | — |
| Total securities | 1,193 | 1,080 | 1,022 |
| Trading securities | 69 | 87 | 70 |
| Total interest income | 6,096 | 5,963 | 3,942 |
| Interest expense | |||
| Deposits | 2,187 | 2,108 | 1,366 |
| Federal funds purchased and securities sold under repurchase agreements | 2,243 | 2,122 | 892 |
| Trading liabilities | 21 | 35 | 30 |
| Other borrowed funds | 4 | 6 | 3 |
| Customer payables | 146 | 148 | 128 |
| Long-term debt | 455 | 443 | 395 |
| Total interest expense | 5,056 | 4,862 | 2,814 |
| Net interest income | 1,040 | 1,101 | 1,128 |
| Provision for credit losses | 27 | 84 | 27 |
| Net interest income after provision for credit losses | $1,013 | $1,017 | $1,101 |
Note 10–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 | |||||
|---|---|---|---|---|---|---|
| March 31, 2024 | March 31, 2023 | |||||
| (in millions) | Domestic pension benefits | Foreign pension benefits | Health care benefits | Domestic pension benefits | Foreign pension benefits | Health care benefits |
| Service cost | $— | $3 | $— | $— | $3 | $— |
| Interest cost | 45 | 10 | 1 | 48 | 8 | 1 |
| Expected return on assets | (95) | (20) | (2) | (95) | (22) | (2) |
| Other | 6 | (1) | (2) | 2 | (3) | (3) |
| Net periodic benefit (credit) | $(44) | $(8) | $(3) | $(45) | $(14) | $(4) |
Note 11–Income taxes
BNY Mellon recorded an income tax provision of $297 million (22.4% effective tax rate) in the first quarter of 2024, $306 million (23.8% effective tax rate) in the first quarter of 2023 and $73 million (26.2% effective tax rate) in the fourth quarter of 2023.
In accordance with ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method, we elected to account for investments in renewable energy projects that met the eligibility requirement using the proportional amortization method on a retrospective basis. Previously, we used the hypothetical liquidation at book value (“HLBV”)
BNY Mellon 73
Notes to Consolidated Financial Statements (continued)
methodology to determine the pre-tax loss that is recognized in each period. This change resulted in an increase in investment and other revenue and an increase in the provision for income taxes on the consolidated income statement. For additional information, see Note 2 and Note 7.
Our total tax reserves as of March 31, 2024 were $105 million, compared with $109 million at Dec. 31, 2023. If these tax reserves were unnecessary, $105 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 March 31, 2024 is accrued interest, where applicable, of $33 million. The additional tax benefit related to interest for the three months ended March 31, 2024 was $5 million, compared with $1 million for the three months ended March 31, 2023.
It is reasonably possible the total reserve for uncertain tax positions could decrease within the next 12 months by approximately $10 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 and New York City income tax returns are closed to examination through 2014. Our UK income tax returns are closed to examination through 2020.
Note 12–Variable interest entities
We have variable interests in variable interest entities (“VIEs”), which include investments in retail, institutional and alternative investment funds.
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 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 on the consolidated balance sheet as of March 31, 2024 and Dec. 31, 2023. 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 investment management funds | ||
|---|---|---|
| March 31, 2024 | Dec. 31, 2023 | |
| (in millions) | ||
| Trading assets | $547 | $510 |
| Other assets | 21 | 16 |
| Total assets (a) | $568 | $526 |
| Other liabilities | $5 | $1 |
| Total liabilities (b) | $5 | $1 |
| Nonredeemable noncontrolling interests (c) | $111 | $50 |
(a) Includes voting model entities (“VMEs”) with assets of $51 million at March 31, 2024 and $91 million at Dec. 31, 2023.
(b) Includes VMEs with liabilities of $1 million at March 31, 2024 and $1 million at Dec. 31, 2023.
(c) Includes VMEs with nonredeemable noncontrolling interests of $3 million at March 31, 2024 and $12 million at Dec. 31, 2023.
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 March 31, 2024 and Dec. 31, 2023, assets and liabilities related to the VIEs where we are not the primary beneficiary were included in other assets and other liabilities on the consolidated balance sheet 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 | March 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| (in millions) · (a) | ||
| Other assets | $2,212 | $2,261 |
| Other liabilities | 777 | 780 |
| Maximum loss exposure | 2,990 | 3,041 |
(a) Prior period balances were restated to reflect the retrospective application of adopting new accounting guidance related to our investments in renewable energy projects using the proportional amortization method (ASU 2023-02). See Note 2 for additional information.
74 BNY Mellon
Notes to Consolidated Financial Statements (continued)
Note 13–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 March 31, 2024 and Dec. 31, 2023.
| Preferred stock summary (a) · Total shares issued and outstanding · Carrying value (b) | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | ||||||||
| March 31, 2024 · Dec. 31, 2023 · March 31, 2024 · Dec. 31, 2023 | ||||||||
| Per annum dividend rate (c) | ||||||||
| Series A | Greater of (i) SOFR plus 0.565% and (ii) 4.000% | 5,001 | 5,001 | $500 | $500 | |||
| Series F | 4.625% to but excluding Sept. 20, 2026, then SOFR 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 | 576 | 576 | |||
| Series I | 3.750% to but excluding Dec. 20, 2026, then a floating rate equal to the five-year treasury rate plus 2.630% | 13,000 | 13,000 | 1,287 | 1,287 | |||
| Total | 43,826 | 43,826 | $4,343 | $4,343 | ||||
(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 F, Series G, Series H and Series I preferred stock is recorded net of issuance costs.
(c) References to SOFR are to a floating rate equal to the three-month CME Term SOFR (plus a spread adjustment of 0.26161% per annum).
The table below presents the Parent’s preferred dividends.
| Preferred dividends | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions, except per share amounts) · Depositary shares per share · 1Q24 · 4Q23 · 1Q23 | ||||||||||||
| Per share · Totaldividend · Per share · Totaldividend · Per share · Totaldividend | ||||||||||||
| Series A | 100(a) | $1,566.46 | $8 | $1,573.41 | $7 | $1,327.72 | $7 | |||||
| Series D | 100 | N/A | N/A | 2,052.42 | 21(b) | — | — | |||||
| Series F | 100 | 2,312.50 | 23 | — | — | 2,312.50 | 23 | |||||
| Series G | 100 | 2,350.00 | 24 | — | — | 2,350.00 | 24 | |||||
| Series H | 100 | 925.00 | 5 | 925.00 | 5 | 925.00 | 5 | |||||
| Series I | 100 | 937.50 | 12 | 937.50 | 13 | 937.50 | 12 | |||||
| Total | $72 | $46 | $71 | |||||||||
(a) Represents Normal Preferred Capital Securities.
(b) Includes deferred fees of approximately $10 million related to the redemption of Series D preferred stock.
N/A - Not applicable.
In December 2023, all of the outstanding shares of the Series D 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 our preferred stock, see Note 15 of the Notes to Consolidated Financial Statements in our 2023 Annual Report.
BNY Mellon 75
Notes to Consolidated Financial Statements (continued)
Note 14–Other comprehensive income (loss)
| Components of other comprehensive income (loss) | Quarter ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, 2024 · Dec. 31, 2023 · March 31, 2023 | |||||||||
| (in millions) | Pre-taxamount | Tax(expense)benefit | After-taxamount | Pre-taxamount | Tax(expense)benefit | After-taxamount | Pre-taxamount | Tax(expense)benefit | After-taxamount |
| Foreign currency translation: | |||||||||
| Foreign currency translation adjustments arising during the period (a) | $(44) | $(47) | $(91) | $172 | $85 | $257 | $77 | $26 | $103 |
| Total foreign currency translation | (44) | (47) | (91) | 172 | 85 | 257 | 77 | 26 | 103 |
| Unrealized gain on assets available-for-sale: | |||||||||
| Unrealized gain arising during period | 137 | (34) | 103 | 921 | (223) | 698 | 419 | (102) | 317 |
| Reclassification adjustment (b) | 1 | — | 1 | 48 | (11) | 37 | 1 | — | 1 |
| Net unrealized gain on assets available-for-sale | 138 | (34) | 104 | 969 | (234) | 735 | 420 | (102) | 318 |
| Defined benefit plans: | |||||||||
| Net (loss) arising during the period | — | — | — | (107) | 32 | (75) | — | — | — |
| Foreign exchange adjustment | — | — | — | (1) | — | (1) | — | — | — |
| Amortization of prior service credit, net loss and initial obligation included in net periodic benefit cost (b) | 3 | — | 3 | (5) | 3 | (2) | (4) | 1 | (3) |
| Total defined benefit plans | 3 | — | 3 | (113) | 35 | (78) | (4) | 1 | (3) |
| Unrealized gain (loss) on cash flow hedges: | |||||||||
| Unrealized hedge gain arising during period | 4 | (1) | 3 | 1 | (1) | — | 4 | (1) | 3 |
| Reclassification of net (gain) loss to net income: | |||||||||
| Foreign exchange (“FX”) contracts – staff expense | (2) | — | (2) | (1) | — | (1) | 3 | (1) | 2 |
| FX contracts – investment and other revenue | — | — | — | (1) | — | (1) | — | — | — |
| Total reclassifications to net income | (2) | — | (2) | (2) | — | (2) | 3 | (1) | 2 |
| Net unrealized gain (loss) on cash flow hedges | 2 | (1) | 1 | (1) | (1) | (2) | 7 | (2) | 5 |
| Total other comprehensive income | $99 | $(82) | $17 | $1,027 | $(115) | $912 | $500 | $(77) | $423 |
(a) Includes the impact of hedges of net investments in foreign subsidiaries. See Note 17 for additional information.
(b) The reclassification adjustment related to the unrealized gain (loss) on assets available-for-sale is recorded as net securities gains (losses), which is included in investment and other revenue 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.
Note 15–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 2023 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 March 31, 2024 and Dec. 31, 2023, 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.
76 BNY Mellon
Notes to Consolidated Financial Statements (continued)
| Assets and liabilities measured at fair value on a recurring basis at March 31, 2024 | Total carryingvalue | ||||
|---|---|---|---|---|---|
| (dollars in millions) · Level 1 · Level 2 · Level 3 · Netting (a) | |||||
| Assets: | |||||
| Available-for-sale securities: | |||||
| Non-U.S. government (b) | $3,880 | $20,437 | $— | $— | $24,317 |
| U.S. Treasury | 20,188 | — | — | — | 20,188 |
| Agency RMBS | — | 16,617 | — | — | 16,617 |
| Agency commercial MBS | — | 7,584 | — | — | 7,584 |
| Foreign covered bonds | — | 7,261 | — | — | 7,261 |
| CLOs | — | 6,265 | — | — | 6,265 |
| Non-agency commercial MBS | — | 2,934 | — | — | 2,934 |
| U.S. government agencies | — | 2,736 | — | — | 2,736 |
| Non-agency RMBS | — | 1,703 | — | — | 1,703 |
| Other ABS | — | 899 | — | — | 899 |
| Other debt securities | — | 1 | — | — | 1 |
| Total available-for-sale securities | 24,068 | 66,437 | — | — | 90,505 |
| Trading assets: | |||||
| Debt instruments | 1,793 | 1,919 | — | — | 3,712 |
| Equity instruments | 5,060 | — | — | — | 5,060 |
| Derivative assets not designated as hedging: | |||||
| Interest rate | 8 | 947 | — | (853) | 102 |
| Foreign exchange | — | 4,668 | — | (3,464) | 1,204 |
| Equity and other contracts | — | 7 | — | (7) | — |
| Total derivative assets not designated as hedging | 8 | 5,622 | — | (4,324) | 1,306 |
| Total trading assets | 6,861 | 7,541 | — | (4,324) | 10,078 |
| Other assets: | |||||
| Derivative assets designated as hedging: | |||||
| Interest rate | — | 278 | — | — | 278 |
| Foreign exchange | — | 106 | — | — | 106 |
| Total derivative assets designated as hedging | — | 384 | — | — | 384 |
| Other assets (c) | 431 | 456 | — | — | 887 |
| Total other assets | 431 | 840 | — | — | 1,271 |
| Assets measured at NAV (c) | 166 | ||||
| Total assets | $31,360 | $74,818 | $— | $(4,324) | $102,020 |
| Percentage of total assets prior to netting | 30% | 70% | —% | ||
| Liabilities: | |||||
|---|---|---|---|---|---|
| Trading liabilities: | |||||
| Debt instruments | $1,362 | $30 | $— | $— | $1,392 |
| Equity instruments | 20 | — | — | — | 20 |
| Derivative liabilities not designated as hedging: | |||||
| Interest rate | 2 | 1,306 | — | (536) | 772 |
| Foreign exchange | — | 4,380 | — | (3,517) | 863 |
| Equity and other contracts | 3 | 98 | — | (48) | 53 |
| Total derivative liabilities not designated as hedging | 5 | 5,784 | — | (4,101) | 1,688 |
| Total trading liabilities | 1,387 | 5,814 | — | (4,101) | 3,100 |
| Other liabilities: | |||||
| Derivative liabilities designated as hedging: | |||||
| Foreign exchange | — | 48 | — | — | 48 |
| Total derivative liabilities designated as hedging | — | 48 | — | — | 48 |
| Other liabilities | — | 22 | — | — | 22 |
| Total other liabilities | — | 70 | — | — | 70 |
| Total liabilities | $1,387 | $5,884 | $— | $(4,101) | $3,170 |
| Percentage of total liabilities prior to netting | 19% | 81% | —% | ||
(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.
(c) Includes seed capital, private equity investments and other assets.
BNY Mellon 77
Notes to Consolidated Financial Statements (continued)
| Assets and liabilities measured at fair value on a recurring basis at Dec. 31, 2023 | Total carryingvalue | ||||
|---|---|---|---|---|---|
| (dollars in millions) · Level 1 · Level 2 · Level 3 · Netting (a) | |||||
| Assets: | |||||
| Available-for-sale securities: | |||||
| Non-U.S. government (b) | $2,439 | $15,943 | $— | $— | $18,382 |
| U.S. Treasury | 16,604 | — | — | — | 16,604 |
| Agency RMBS | — | 13,111 | — | — | 13,111 |
| Agency commercial MBS | — | 7,729 | — | — | 7,729 |
| Foreign covered bonds | — | 6,334 | — | — | 6,334 |
| CLOs | — | 6,137 | — | — | 6,137 |
| Non-agency commercial MBS | — | 2,935 | — | — | 2,935 |
| U.S. government agencies | — | 2,901 | — | — | 2,901 |
| Non-agency RMBS | — | 1,740 | — | — | 1,740 |
| Other ABS | — | 943 | — | — | 943 |
| Other debt securities | — | 1 | — | — | 1 |
| Total available-for-sale securities | 19,043 | 57,774 | — | — | 76,817 |
| Trading assets: | |||||
| Debt instruments | 1,246 | 2,255 | — | — | 3,501 |
| Equity instruments | 4,518 | — | — | — | 4,518 |
| Derivative assets not designated as hedging: | |||||
| Interest rate | 7 | 1,053 | — | (751) | 309 |
| Foreign exchange | — | 9,227 | — | (7,498) | 1,729 |
| Equity and other contracts | — | 8 | — | (7) | 1 |
| Total derivative assets not designated as hedging | 7 | 10,288 | — | (8,256) | 2,039 |
| Total trading assets | 5,771 | 12,543 | — | (8,256) | 10,058 |
| Other assets: | |||||
| Derivative assets designated as hedging: | |||||
| Interest rate | — | 214 | — | — | 214 |
| Foreign exchange | — | 22 | — | — | 22 |
| Total derivative assets designated as hedging | — | 236 | — | — | 236 |
| Other assets (c) | 486 | 386 | — | — | 872 |
| Total other assets | 486 | 622 | — | — | 1,108 |
| Assets measured at NAV (c) | 153 | ||||
| Total assets | $25,300 | $70,939 | $— | $(8,256) | $88,136 |
| Percentage of total assets prior to netting | 26% | 74% | —% | ||
| Liabilities: | |||||
|---|---|---|---|---|---|
| Trading liabilities: | |||||
| Debt instruments | $2,508 | $12 | $— | $— | $2,520 |
| Equity instruments | 23 | — | — | — | 23 |
| Derivative liabilities not designated as hedging: | |||||
| Interest rate | 8 | 1,339 | — | (635) | 712 |
| Foreign exchange | — | 9,282 | — | (6,341) | 2,941 |
| Equity and other contracts | 9 | 135 | — | (114) | 30 |
| Total derivative liabilities not designated as hedging | 17 | 10,756 | — | (7,090) | 3,683 |
| Total trading liabilities | 2,548 | 10,768 | — | (7,090) | 6,226 |
| Other liabilities: | |||||
| Derivative liabilities designated as hedging: | |||||
| Foreign exchange | — | 173 | — | — | 173 |
| Total derivative liabilities designated as hedging | — | 173 | — | — | 173 |
| Other liabilities | — | 22 | — | — | 22 |
| Total other liabilities | — | 195 | — | — | 195 |
| Total liabilities | $2,548 | $10,963 | $— | $(7,090) | $6,421 |
| Percentage of total liabilities prior to netting | 19% | 81% | —% | ||
(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.
(c) Includes seed capital, private equity investments and other assets.
78 BNY Mellon
Notes to Consolidated Financial Statements (continued)
| Details of certain available-for-sale securities measured at fair value on a recurring basis · March 31, 2024 · Dec. 31, 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Totalcarryingvalue (b) · Ratings (a) · Totalcarrying value (b) · Ratings (a) | ||||||||||||
| AAA/AA- · A+/A- · BBB+/BBB- · BB+ andlower · Not rated · AAA/AA- · A+/A- · BBB+/BBB- · BB+ andlower · Not rated | ||||||||||||
| (dollars in millions) | ||||||||||||
| Non-agency RMBS, originated in: | ||||||||||||
| 2008-2024 | $1,459 | 100% | —% | —% | —% | —% | $1,487 | 100% | —% | —% | —% | —% |
| 2007 and earlier | 244 | 5 | 12 | 1 | 40 | 42 | 253 | 5 | 13 | 1 | 40 | 41 |
| Total non-agency RMBS | $1,703 | 86% | 2% | —% | 6% | 6% | $1,740 | 86% | 2% | —% | 6% | 6% |
| Non-agency commercial MBS originated in: | ||||||||||||
| 2009-2023 | $2,934 | 100% | —% | —% | —% | —% | $2,935 | 100% | —% | —% | —% | —% |
| Foreign covered bonds: | ||||||||||||
| Canada | $2,454 | 100% | —% | —% | —% | —% | $2,473 | 100% | —% | —% | —% | —% |
| UK | 1,115 | 100 | — | — | — | — | 1,035 | 100 | — | — | — | — |
| Australia | 659 | 100 | — | — | — | — | 689 | 100 | — | — | — | — |
| Germany | 647 | 100 | — | — | — | — | 664 | 100 | — | — | — | — |
| Other | 2,386 | 100 | — | — | — | — | 1,473 | 100 | — | — | — | — |
| Total foreign covered bonds | $7,261 | 100% | —% | —% | —% | —% | $6,334 | 100% | —% | —% | —% | —% |
| Non-U.S. government: | ||||||||||||
| Germany | $2,712 | 100% | —% | —% | —% | —% | $2,658 | 100% | —% | —% | —% | —% |
| UK | 2,211 | 100 | — | — | — | — | 1,316 | 100 | — | — | — | — |
| France | 1,832 | 100 | — | — | — | — | 1,562 | 100 | — | — | — | — |
| Canada | 1,601 | 90 | 10 | — | — | — | 1,336 | 95 | 5 | — | — | — |
| Belgium | 868 | 100 | — | — | — | — | 511 | 100 | — | — | — | — |
| Spain | 612 | — | 8 | 92 | — | — | 293 | — | 17 | 83 | — | — |
| Finland | 515 | 100 | — | — | — | — | 282 | 100 | — | — | — | — |
| Singapore | 500 | 100 | — | — | — | — | 302 | 100 | — | — | — | — |
| Japan | 449 | — | 100 | — | — | — | 410 | — | 100 | — | — | — |
| Netherlands | 442 | 100 | — | — | — | — | 334 | 100 | — | — | — | — |
| Norway | 374 | 100 | — | — | — | — | 374 | 100 | — | — | — | — |
| Other (c) | 1,645 | 61 | 17 | 13 | 9 | — | 1,348 | 70 | 3 | 17 | 10 | — |
| Supranational | 10,556 | 100 | — | — | — | — | 7,656 | 100 | — | — | — | — |
| Total non-U.S. government: | $24,317 | 92% | 4% | 3% | 1% | —% | $18,382 | 94% | 3% | 2% | 1% | —% |
(a) Represents ratings by S&P or the equivalent.
(b) At March 31, 2024 and Dec. 31, 2023, non-U.S. government 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 non-investment grade non-U.S. securities related to Brazil of $146 million at March 31, 2024 and $140 million at Dec. 31, 2023.
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. The following table presents the carrying value as of March 31, 2024 and Dec. 31, 2023 of financial instruments for which nonrecurring adjustments to fair value have been recorded during 2024 and/or 2023 and all non-readily marketable equity securities carried at cost with upward or downward adjustments by balance sheet caption and level in the fair value hierarchy.
| Assets measured at fair value on a nonrecurring basis · March 31, 2024 · Dec. 31, 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total carryingvalue · Total carryingvalue | ||||||||
| (in millions) · Level 1 · Level 2 · Level 3 · Level 1 · Level 2 · Level 3 | ||||||||
| Loans (a) | $— | $27 | $— | $27 | $— | $28 | $— | $28 |
| Other assets (b) | — | 495 | — | 495 | — | 481 | — | 481 |
| Total assets at fair value on a nonrecurring basis | $— | $522 | $— | $522 | $— | $509 | $— | $509 |
(a) The fair value of these loans was unchanged in the first quarter of 2024 and the fourth quarter of 2023, 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.
BNY Mellon 79
Notes to Consolidated Financial Statements (continued)
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 March 31, 2024 and Dec. 31, 2023, by caption on the consolidated balance sheet and by the valuation hierarchy.
| Summary of financial instruments | March 31, 2024 | ||||
|---|---|---|---|---|---|
| (in millions) | Level 1 | Level 2 | Level 3 | Totalestimatedfair value | Carryingamount |
| Assets: | |||||
| Interest-bearing deposits with the Federal Reserve and other central banks | $— | $119,197 | $— | $119,197 | $119,197 |
| Interest-bearing deposits with banks | — | 10,647 | — | 10,647 | 10,636 |
| Federal funds sold and securities purchased under resale agreements | — | 29,661 | — | 29,661 | 29,661 |
| Securities held-to-maturity | 9,162 | 34,051 | — | 43,213 | 48,404 |
| Loans (a) | — | 71,851 | — | 71,851 | 72,694 |
| Other financial assets | 5,305 | 2,359 | — | 7,664 | 7,664 |
| Total | $14,467 | $267,766 | $— | $282,233 | $288,256 |
| Liabilities: | |||||
| Noninterest-bearing deposits | $— | $63,405 | $— | $63,405 | $63,405 |
| Interest-bearing deposits | — | 241,685 | — | 241,685 | 245,615 |
| Federal funds purchased and securities sold under repurchase agreements | — | 15,112 | — | 15,112 | 15,112 |
| Payables to customers and broker-dealers | — | 19,392 | — | 19,392 | 19,392 |
| Borrowings | — | 1,202 | — | 1,202 | 1,202 |
| Long-term debt | — | 31,549 | — | 31,549 | 32,396 |
| Total | $— | $372,345 | $— | $372,345 | $377,122 |
(a) Does not include the leasing portfolio.
| Summary of financial instruments | Dec. 31, 2023 | ||||
|---|---|---|---|---|---|
| (in millions) | Level 1 | Level 2 | Level 3 | Total estimatedfair value | Carryingamount |
| Assets: | |||||
| Interest-bearing deposits with the Federal Reserve and other central banks | $— | $111,550 | $— | $111,550 | $111,550 |
| Interest-bearing deposits with banks | — | 12,134 | — | 12,134 | 12,139 |
| Federal funds sold and securities purchased under resale agreements | — | 28,900 | — | 28,900 | 28,900 |
| Securities held-to-maturity | 9,545 | 35,166 | — | 44,711 | 49,578 |
| Loans (a) | — | 65,026 | — | 65,026 | 65,977 |
| Other financial assets | 4,922 | 2,149 | — | 7,071 | 7,071 |
| Total | $14,467 | $254,925 | $— | $269,392 | $275,215 |
| Liabilities: | |||||
| Noninterest-bearing deposits | $— | $58,274 | $— | $58,274 | $58,274 |
| Interest-bearing deposits | — | 221,463 | — | 221,463 | 225,395 |
| Federal funds purchased and securities sold under repurchase agreements | — | 14,507 | — | 14,507 | 14,507 |
| Payables to customers and broker-dealers | — | 18,395 | — | 18,395 | 18,395 |
| Borrowings | — | 1,274 | — | 1,274 | 1,274 |
| Long-term debt | — | 30,596 | — | 30,596 | 31,257 |
| Total | $— | $344,509 | $— | $344,509 | $349,102 |
(a) Does not include the leasing portfolio.
80 BNY Mellon
Notes to Consolidated Financial Statements (continued)
Note 16–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 subordinated notes associated with certain equity investments.
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 | ||
|---|---|---|
| March 31, 2024 | Dec. 31, 2023 | |
| (in millions) | ||
| Assets of consolidated investment management funds: | ||
| Trading assets | $547 | $510 |
| Other assets | 21 | 16 |
| Total assets of consolidated investment management funds | $568 | $526 |
| Liabilities of consolidated investment management funds: | ||
| Other liabilities | $5 | $1 |
| Total liabilities of consolidated investment management funds | $5 | $1 |
The assets and liabilities of the consolidated investment management funds are included in other assets and other liabilities, respectively, on the consolidated balance sheet. We value the assets and liabilities of 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 fair value of the assets and liabilities are recorded as income (loss) from consolidated investment management funds, which is included in investment and other revenue on the consolidated income statement.
We elected the fair value option on subordinated notes associated with certain equity investments. The fair value of these subordinated notes was $4 million at March 31, 2024 and $4 million at Dec. 31, 2023. The subordinated notes were valued using observable market inputs and included in Level 2 of the valuation hierarchy.
Note 17–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 wereno counterparty default losses recorded in the first quarter of 2024.
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, loans 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, non-U.S. government and foreign covered bonds. At March 31, 2024, $33.6 billion par value of available-for-sale securities was hedged with interest rate swaps designated as fair value hedges that had notional values of $33.6 billion.
At March 31, 2024, $250 million of interest rate swaps was designated as portfolio layer method fair value hedges of loans against a closed portfolio of fixed rate loans of $3.3 billion, essentially converting $250 million of such fixed rate loans to a floating rate.
BNY Mellon 81
Notes to Consolidated Financial Statements (continued)
The fixed rate long-term debt instruments hedged generally have original maturities offive to 30 years. In fair value hedging relationships, fixed rate debt is hedged with “receive fixed rate, pay variable rate” swaps. At March 31, 2024, $23.4 billion par value of debt was hedged with interest rate swaps designated as fair value hedges that had notional values of $23.4 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 the Indian rupee, Polish zloty, Hong Kong dollar, Singapore dollar, British pound and euro used in revenue and expense transactions for entities that have the U.S. dollar as their functional currency. As of March 31, 2024, the hedged forecasted foreign currency transactions and designated forward foreign exchange contract hedges were $689 million (notional), with a net pre-tax gain of $5 million recorded in accumulated other comprehensive income (“OCI”). Over the next 12 months, a gain of $5 million will be reclassified into earnings.
From time to time, we have utilized 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. At March 31, 2024, there wereno remaining foreign exchange contracts.
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 thanone 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 March 31, 2024, forward foreign exchange contracts with notional amounts totaling $10.6 billion were designated as net investment hedges.
From time to time, we also designate non-derivative financial instruments as hedges of our net investments in foreign subsidiaries. At March 31, 2024, there wereno non-derivative financial instruments hedging our net investments in foreign subsidiaries.
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) | 1Q24 | 4Q23 | 1Q23 |
| Interest rate fair value hedges of available-for-sale securities | ||||
| Derivative | Interest income | $449 | $(1,023) | $(435) |
| Hedged item | Interest income | (449) | 1,022 | 434 |
| Interest rate fair value hedges of long-term debt | ||||
| Derivative | Interest expense | (221) | 645 | 279 |
| Hedged item | Interest expense | 221 | (645) | (279) |
| Interest rate fair value hedges of loans | ||||
| Derivative | Interest expense | (1) | — | — |
| Hedged item | Interest expense | 1 | — | — |
| Cash flow hedges of forecasted FX exposures | ||||
| Gain (loss) reclassified from OCI into income | Staff expense | 2 | 1 | (3) |
| Gain reclassified from OCI into income | Investment and other revenue | — | 1 | — |
| Gain (loss) recognized in the consolidated income statement due to fair value and cash flow hedging relationships | $2 | $1 | $(4) | |
82 BNY Mellon
Notes to Consolidated Financial Statements (continued)
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 | |||||||
| 1Q24 · 4Q23 · 1Q23 · 1Q24 · 4Q23 · 1Q23 | |||||||
| FX contracts | $198 | $(355) | $(111) | Net interest income | $— | $— | $— |
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) | March 31, 2024 | Dec. 31, 2023 | March 31, 2024 | Dec. 31, 2023 |
| Available-for-sale securities (b)(c) | $33,228 | $29,941 | $(2,161) | $(1,767) |
| Loans (d) | $251 | $— | $1 | $— |
| Long-term debt | $22,288 | $21,854 | $(1,062) | $(846) |
(a) Includes $405 million and $434 million of basis adjustment decreases on discontinued hedges associated with available-for-sale securities at March 31, 2024 and Dec. 31, 2023, respectively, and $21 million and $26 million of basis adjustment decreases on discontinued hedges associated with long-term debt at March 31, 2024 and Dec. 31, 2023, respectively.
(b) Carrying amount represents the amortized cost.
(c) At March 31, 2024, the amortized cost of the available-for-sale securities included in closed portfolios subject to portfolio layer method hedging was $5.3 billion, of which $2.5 billion was designated as hedged. The cumulative basis adjustments for active hedging relationships associated with such hedges as of March 31, 2024 was a decrease of $12 million.
(d) At March 31, 2024, loans included in closed portfolios subject to portfolio layer method hedging was $3.3 billion, of which $250 million was designated as hedged. The cumulative basis adjustment for active hedging relationships associated with such hedged as of March 31, 2024 was an increase of $1 million.
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 derivativesfair value · Liability derivativesfair value | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2024 · Dec. 31, 2023 · March 31, 2024 · Dec. 31, 2023 · March 31, 2024 · Dec. 31, 2023 | ||||||||
| (in millions) | ||||||||
| Derivatives designated as hedging instruments: (a)(b) | ||||||||
| Interest rate contracts | $57,161 | $52,808 | $278 | $214 | $— | $— | ||
| Foreign exchange contracts | 11,243 | 11,099 | 106 | 22 | 48 | 173 | ||
| Total derivatives designated as hedging instruments | $384 | $236 | $48 | $173 | ||||
| Derivatives not designated as hedging instruments: (b)(c) | ||||||||
| Interest rate contracts | $157,599 | $155,535 | $955 | $1,060 | $1,308 | $1,347 | ||
| Foreign exchange contracts | 1,016,850 | 944,241 | 4,668 | 9,227 | 4,380 | 9,282 | ||
| Equity contracts | 4,351 | 3,886 | 7 | 8 | 96 | 138 | ||
| Credit contracts | 255 | 220 | — | — | 5 | 6 | ||
| Total derivatives not designated as hedging instruments | $5,630 | $10,295 | $5,789 | $10,773 | ||||
| Total derivatives fair value (d) | $6,014 | $10,531 | $5,837 | $10,946 | ||||
| Effect of master netting agreements (e) | (4,324) | (8,256) | (4,101) | (7,090) | ||||
| Fair value after effect of master netting agreements | $1,690 | $2,275 | $1,736 | $3,856 | ||||
(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 $998 million and $775 million, respectively, at March 31, 2024, and $2,353 million and $1,187 million, respectively, at Dec. 31, 2023.
BNY Mellon 83
Notes to Consolidated Financial Statements (continued)
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 revenue 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) | 1Q24 | 4Q23 | 1Q23 |
| Foreign exchange revenue | $152 | $143 | $176 |
| Other trading revenue | 69 | 47 | 45 |
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 was a gain of $11 million in the first quarter of 2024, $7 million in the first quarter of 2023 and $18 million in the fourth quarter of 2023.
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 aone-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 15.
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.
84 BNY Mellon
Notes to Consolidated Financial Statements (continued)
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.
| March 31, 2024 | Dec. 31, 2023 | |
|---|---|---|
| (in millions) | ||
| Aggregate fair value of OTC derivatives in net liability positions (a) | $1,002 | $1,003 |
| Collateral posted | $1,009 | $1,001 |
(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) | ||
|---|---|---|
| March 31, 2024 | Dec. 31, 2023 | |
| (in millions) | ||
| If The Bank of New York Mellon’s rating changed to: (b) | ||
| A3/A- | $82 | $115 |
| Baa2/BBB | $418 | $792 |
| Ba1/BB+ | $968 | $1,920 |
(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.
If The Bank of New York Mellon’s debt rating had fallen below investment grade on March 31, 2024 and Dec. 31, 2023, existing collateral arrangements would have required us to post additional collateral of $283 million and $235 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.
| 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 | $1,016 | $853 | $163 | $31 | $— | $132 |
| Foreign exchange contracts | 4,546 | 3,464 | 1,082 | 62 | — | 1,020 |
| Equity and other contracts | 7 | 7 | — | — | — | — |
| Total derivatives subject to netting arrangements | 5,569 | 4,324 | 1,245 | 93 | — | 1,152 |
| Total derivatives not subject to netting arrangements | 445 | — | 445 | — | — | 445 |
| Total derivatives | 6,014 | 4,324 | 1,690 | 93 | — | 1,597 |
| Reverse repurchase agreements | 179,182 | 162,579(b) | 16,603 | 16,581 | — | 22 |
| Securities borrowing | 13,058 | — | 13,058 | 12,365 | — | 693 |
| Total | $198,254 | $166,903 | $31,351 | $29,039 | $— | $2,312 |
(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.
BNY Mellon 85
Notes to Consolidated Financial Statements (continued)
| 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 | $979 | $751 | $228 | $60 | $— | $168 |
| Foreign exchange contracts | 8,552 | 7,498 | 1,054 | 320 | — | 734 |
| Equity and other contracts | 7 | 7 | — | — | — | — |
| Total derivatives subject to netting arrangements | 9,538 | 8,256 | 1,282 | 380 | — | 902 |
| Total derivatives not subject to netting arrangements | 993 | — | 993 | — | — | 993 |
| Total derivatives | 10,531 | 8,256 | 2,275 | 380 | — | 1,895 |
| Reverse repurchase agreements | 169,092 | 150,667(b) | 18,425 | 18,422 | — | 3 |
| Securities borrowing | 10,475 | — | 10,475 | 10,011 | — | 464 |
| Total | $190,098 | $158,923 | $31,175 | $28,813 | $— | $2,362 |
(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.
| Offsetting of derivative liabilities and financial liabilities at March 31, 2024 | 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 | $1,002 | $536 | $466 | $55 | $— | $411 |
| Foreign exchange contracts | 4,205 | 3,517 | 688 | 150 | — | 538 |
| Equity and other contracts | 90 | 48 | 42 | 18 | — | 24 |
| Total derivatives subject to netting arrangements | 5,297 | 4,101 | 1,196 | 223 | — | 973 |
| Total derivatives not subject to netting arrangements | 540 | — | 540 | — | — | 540 |
| Total derivatives | 5,837 | 4,101 | 1,736 | 223 | — | 1,513 |
| Repurchase agreements | 174,752 | 162,579(b) | 12,173 | 12,156 | 17 | — |
| Securities lending | 2,939 | — | 2,939 | 2,839 | — | 100 |
| Total | $183,528 | $166,680 | $16,848 | $15,218 | $17 | $1,613 |
(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.
86 BNY Mellon
Notes to Consolidated Financial Statements (continued)
| Offsetting of derivative liabilities and financial liabilities at Dec. 31, 2023 | 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 | $1,118 | $635 | $483 | $78 | $— | $405 |
| Foreign exchange contracts | 8,454 | 6,341 | 2,113 | 93 | — | 2,020 |
| Equity and other contracts | 128 | 114 | 14 | — | — | 14 |
| Total derivatives subject to netting arrangements | 9,700 | 7,090 | 2,610 | 171 | — | 2,439 |
| Total derivatives not subject to netting arrangements | 1,246 | — | 1,246 | — | — | 1,246 |
| Total derivatives | 10,946 | 7,090 | 3,856 | 171 | — | 3,685 |
| Repurchase agreements | 162,661 | 150,667(b) | 11,994 | 11,966 | 28 | — |
| Securities lending | 2,513 | — | 2,513 | 2,404 | — | 109 |
| Total | $176,120 | $157,757 | $18,363 | $14,541 | $28 | $3,794 |
(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.
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 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2024 · Dec. 31, 2023 | ||||||||||
| Remaining contractual maturity · Total · Remaining contractual maturity · Total | ||||||||||
| (in millions) · Overnight and continuous · Up to 30 days · 30-90 days · Over 90 days · Overnight and continuous · Up to 30 days · 30-90 days · Over 90days | ||||||||||
| Repurchase agreements: | ||||||||||
| U.S. Treasury | $135,849 | $50 | $1,613 | $398 | $137,910 | $128,304 | $15 | $1,409 | $510 | $130,238 |
| Agency RMBS | 28,705 | 1 | 814 | 419 | 29,939 | 25,815 | — | 896 | 120 | 26,831 |
| Sovereign debt/sovereign guaranteed | 912 | 1,649 | — | — | 2,561 | 1,049 | — | — | — | 1,049 |
| Corporate bonds | 97 | 121 | 1,348 | 583 | 2,149 | 103 | 72 | 1,315 | 590 | 2,080 |
| State and political subdivisions | 43 | 33 | 496 | 241 | 813 | 37 | 38 | 449 | 257 | 781 |
| U.S. government agencies | 28 | — | 122 | 62 | 212 | 44 | — | 61 | 32 | 137 |
| Other debt securities | 106 | 100 | 49 | 2 | 257 | 4 | 180 | 73 | 24 | 281 |
| Equity securities | — | 44 | 533 | 334 | 911 | — | 10 | 1,172 | 82 | 1,264 |
| Total | $165,740 | $1,998 | $4,975 | $2,039 | $174,752 | $155,356 | $315 | $5,375 | $1,615 | $162,661 |
| Securities lending: | ||||||||||
| Agency RMBS | $103 | $— | $— | $— | $103 | $111 | $— | $— | $— | $111 |
| Other debt securities | 45 | — | — | — | 45 | 25 | — | — | — | 25 |
| Equity securities | 2,791 | — | — | — | 2,791 | 2,377 | — | — | — | 2,377 |
| Total | $2,939 | $— | $— | $— | $2,939 | $2,513 | $— | $— | $— | $2,513 |
| Total secured borrowings | $168,679 | $1,998 | $4,975 | $2,039 | $177,691 | $157,869 | $315 | $5,375 | $1,615 | $165,174 |
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.
BNY Mellon 87
Notes to Consolidated Financial Statements (continued)
Note 18–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.
The following table presents a summary of our off-balance sheet credit risks.
| Off-balance sheet credit risks | March 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| (in millions) | ||
| Lending commitments | $49,872 | $46,518 |
| Standby letters of credit (“SBLC”) (a) | 1,694 | 1,816 |
| Commercial letters of credit | 66 | 41 |
| Securities lending indemnifications (b)(c) | 541,366 | 492,739 |
(a)Net of participations totaling $135 million at March 31, 2024 and $163 million at Dec. 31, 2023.
(b)Excludes the indemnification for securities for which BNY Mellon acts as an agent on behalf of CIBC Mellon clients, which totaled $59 billion at March 31, 2024 and $59 billion at Dec. 31, 2023.
(c)Includes cash collateral, invested in indemnified repurchase agreements, held by us as securities lending agent of $58 billion at March 31, 2024 and $45 billion at Dec. 31, 2023.
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: $30.3 billion in less than one year, $19.1 billion in one to five years and $471 million over five years.
SBLCs principally support obligations of corporate clients and were collateralized with cash and securities of $162 million at March 31, 2024 and $158 million at Dec. 31, 2023. At March 31, 2024, $1.2 billion of the SBLCs will expire within one year, $466 million in one to five years and $8 million 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 | March 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Investment grade | 71% | 74% |
| Non-investment grade | 29% | 26% |
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 $66 million at March 31, 2024 and $41 million at Dec. 31, 2023.
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
88 BNY Mellon
Notes to Consolidated Financial Statements (continued)
collateral, if any. The allowance for lending-related commitments was $81 million at March 31, 2024 and $87 million at Dec. 31, 2023.
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 counterparties. Securities lending indemnifications were secured by collateral of$569 billion at March 31, 2024 and$518 billion at Dec. 31, 2023.
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 March 31, 2024 and Dec. 31, 2023, $59 billion and $59 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 $63 billion and $62 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 March 31, 2024, we hadno unsettled repurchase agreements and $85.4 billion of unsettled reverse repurchase agreements. At Dec. 31, 2023, we hadno unsettled repurchase agreements and $77.9 billion of unsettled reverse repurchase agreements.
Industry concentrations
We have significant industry concentrations related to credit exposure at March 31, 2024. The tables below present our credit exposure in the financial institutions and commercial portfolios.
| Financial institutionsportfolio exposure(in billions) | March 31, 2024 | ||
|---|---|---|---|
| Loans · Unfundedcommitments · Total exposure | |||
| Securities industry | $2.6 | $17.9 | $20.5 |
| Asset managers | 1.4 | 8.1 | 9.5 |
| Banks | 7.5 | 1.4 | 8.9 |
| Insurance | 0.1 | 3.8 | 3.9 |
| Government | — | 0.3 | 0.3 |
| Other | 0.5 | 0.8 | 1.3 |
| Total | $12.1 | $32.3 | $44.4 |
| Commercial portfolioexposure(in billions) | March 31, 2024 | ||
|---|---|---|---|
| Loans · Unfundedcommitments · Total exposure | |||
| Services and other | $1.4 | $3.5 | $4.9 |
| Manufacturing | 0.8 | 3.7 | 4.5 |
| Energy and utilities | 0.2 | 4.0 | 4.2 |
| Media and telecom | — | 0.7 | 0.7 |
| Total | $2.4 | $11.9 | $14.3 |
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 repurchase and reverse repurchase transactions in U.S. Treasury and agency 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
BNY Mellon 89
Notes to Consolidated Financial Statements (continued)
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 17 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 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 March 31, 2024 and Dec. 31, 2023, 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 March 31, 2024 and Dec. 31, 2023, 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
90 BNY Mellon
Notes to Consolidated Financial Statements (continued)
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 $660 million in 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
BNY 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. Two actions commenced in December 2015 and February 2017 are pending in New York federal court. In New York state court, six actions are pending: one case commenced in May 2016; two related cases commenced in September 2021 and October 2022; andthree related cases commenced in October 2021, December 2021 and February 2022.
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 filedtwo putative class action proceedings against Pershing: one in November 2009 in Texas federal court, and one in May 2016 in New Jersey federal court. On Nov. 5, 2021, the court dismissed the class action filed in New Jersey and that matter has concluded. 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. On Nov. 12, 2021, the court dismissed the class action against The Bank of New York Mellon; on Dec. 15, 2022, an appeals court reversed the dismissal and returned the case to the trial court for further proceedings. All the cases that have been brought in federal court have been consolidated in Texas federal court for discovery purposes. Various alleged Stanford CD purchasers asserted similar claims in Financial Industry Regulatory Authority, Inc. (“FINRA”) arbitration proceedings.
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
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Notes to Consolidated Financial Statements (continued)
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 appealed. On Aug. 4, 2021, the appellate court overturned the dismissal and sent the lawsuit to a state lower court. On March 2, 2023, DTVM appealed the August 4 decision to Brazil’s Superior Court of Justice. 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 judgment of approximately $3 million against DTVM and Ativos. On Aug. 23, 2021, DTVM and Ativos filed an appeal of the May 20 decision. On June 7, 2022, the appellate court partially granted and partially denied the appeal, reducing the judgment to approximately $2 million. On July 13, 2023, DTVM and Ativos filed a further appeal to Brazil’s Superior Court of Justice. On Aug. 24, 2022, the court dismissed one of the other lawsuits. On Nov. 24, 2022, Postalis appealed that decision. On Oct. 24, 2023, Postalis’s appeal was denied. 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 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 investment portfolio. On April 18, 2018, the court dismissed the lawsuit without prejudice. On Aug. 4, 2021, the appellate court overturned the dismissal and returned the lawsuit to the lower court. On April 11, 2022, DTVM appealed the Aug. 4 decision to Brazil’s Superior Court of Justice. On Aug. 21, 2023, DTVM’s appeal was denied. In addition, the Tribunal de Contas da União (“TCU”), an administrative tribunal, has initiated proceedings with
the purpose of determining liability for losses tothree investment funds administered by DTVM in which Postalis was an 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 $50 million. TCU also imposed on DTVM a fine of approximately $2 million. DTVM’s administrative appeal of the decision was denied. On Feb. 25, 2022, DTVM filed a lawsuit in Brazil federal court in Brasilia seeking annulment of TCU’s decision and an injunction preventing TCU from enforcing the judgment. On Aug. 24, 2022, the Brazilian Federal Attorneys filed an action in Rio de Janeiro court seeking to enforce the fine portion of the judgment. On Nov. 8, 2022, the Brasilia federal court in the annulment action granted DTVM’s request for an injunction, suspending the Sept. 9, 2020 TCU decision until the annulment action is decided. 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 in São Paulo challenging the decision rendered by the Arbitration Court with respect to its jurisdiction over the case. On Feb. 24, 2023, the São Paulo court annulled the Arbitration Court’s decision that it had jurisdiction, and Postalis and the other pension fund have appealed. On Sept. 21, 2023, the São Paulo court issued an order suspending the arbitration; the Arbitration Court implemented the suspension on Oct. 6, 2023. On April 8, 2024, the appellate court reversed the São Paulo court’s decision and found that the Arbitration Court did have jurisdiction. DTVM plans to further appeal. 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 May 9, 2022, the court found DTVM and Alocação de Patrimônio jointly and severally liable for approximately $20 million. On Aug. 12, 2022, DTVM and Alocação de Patrimônio appealed the decision. 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
92 BNY Mellon
Notes to Consolidated Financial Statements (continued)
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. On March 21, 2024, the São Paulo court issued a decision finding DTVM, Deutsche Bank and Silverado Gestão e Investimentos jointly liable for losses to the Fund in an amount to be determined during a later calculation phase. DTVM plans to appeal.
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 and February 2023, we received secondary liability notices from the German tax
authorities totaling approximately $150 million (at then-prevailing exchange rates) 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.
Off-Channel Business-Related Communications
The Company has been responding to a request for information from the SEC concerning compliance with recordkeeping obligations relating to business communications transmitted on unapproved electronic communication platforms. SEC Staff has stated that it is conducting similar inquiries into recordkeeping practices at other financial institutions. The Company is cooperating with the inquiry. In April 2023, the Company received a similar request from the Commodity Futures Trading Commission and is cooperating with that inquiry as well.
Pershing Rule 15c3-3 Matter
The Company has been responding to investigative requests for information and records from the SEC concerning Pershing LLC’s compliance with its obligations under SEC Rule 15c3-3, among other regulatory rules and statutes. The Company continues to cooperate with the inquiry.
Note 19–Business segments
We have an internal information system that produces performance data along product and service lines for ourthree principal business segments 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 2023 Annual Report.
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 segment results are subject to reclassification when organizational changes are made, or for refinements in revenue and expense
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Notes to Consolidated Financial Statements (continued)
allocation methodologies. Refinements are typically reflected on a prospective basis. In the first quarter of 2024, we made certain realignments of similar products and services within our lines of business. The largest change was the movement of Institutional Solutions from Pershing to Clearance and Collateral Management, both in the Market and Wealth Services business segment. We made other smaller changes that moved activity from Asset Servicing in the Securities Services business segment to Treasury Services in the Market and Wealth Services business segment, and from Wealth Management in the Investment and Wealth Management business segment and Pershing in the Market and Wealth Services business segment to Investment Management in the Investment and Wealth Management business segment. The Other segment was not impacted by the changes. Prior period business segment results have been revised to reflect these changes.
The accounting policies of the businesses are the same as those described in Note 1 of the Notes to Consolidated Financial Statements in our 2023 Annual Report.
The results of our business segments 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 fees in each segment.
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 the Securities Services segment.
Net interest income 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 segment.
Incentives expense related to restricted stock and RSUs is allocated to the segments.
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 the 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.
Severance expense is recorded in the segments based on the business or function the impacted employees reside, with severance related to corporate staff, technology and operations reflected in the Other segment.
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 income to the businesses generating the deposits.
Balance sheet assets and liabilities and their related income or expense are specifically assigned to each business. Segments with a net liability position have been allocated assets.
Goodwill and intangible assets are reflected within individual businesses.
94 BNY Mellon
Notes to Consolidated Financial Statements (continued)
The following consolidating schedules present the contribution of our segments to our overall profitability.
| For the quarter ended March 31, 2024 | SecuritiesServices | Market and Wealth Services | Investmentand Wealth Management | Other | Consolidated |
|---|---|---|---|---|---|
| (dollars in millions) | |||||
| Total fee and other revenue | $1,556 | $1,094 | $805(a) | $30 | $3,485(a) |
| Net interest income (expense) | 583 | 423 | 41 | (7) | 1,040 |
| Total revenue | 2,139 | 1,517 | 846(a) | 23 | 4,525(a) |
| Provision for credit losses | 11 | 5 | (1) | 12 | 27 |
| Noninterest expense | 1,537 | 834 | 740 | 65 | 3,176 |
| Income (loss) before income taxes | $591 | $678 | $107(a) | $(54) | $1,322(a) |
| Pre-tax operating margin (b) | 28% | 45% | 13% | N/M | 29% |
| Average assets | $191,544 | $123,552 | $26,272 | $62,617 | $403,985 |
(a) Total fee and other revenue, total revenue and income before income taxes are net of income attributable to noncontrolling interests related to consolidated investment management funds of $2 million.
(b) Income before income taxes divided by total revenue.
| For the quarter ended Dec. 31, 2023 · SecuritiesServices · Market and Wealth Services · Investmentand Wealth Management · Other · (a) · Consolidated · (a) | ||||||
|---|---|---|---|---|---|---|
| (dollars in millions) | ||||||
| Total fee and other revenue | $1,544 | $1,060 | $634(b) | $21 | $3,259(b) | |
| Net interest income (expense) | 635 | 436 | 45 | (15) | 1,101 | |
| Total revenue | 2,179 | 1,496 | 679(b) | 6 | 4,360(b) | |
| Provision for credit losses | 64 | 28 | (2) | (6) | 84 | |
| Noninterest expense | 1,653 | 837 | 685 | 820 | 3,995 | |
| Income (loss) before income taxes | $462 | $631 | $(4)(b) | $(808) | $281(b) | |
| Pre-tax operating margin (c) | 21% | 42% | (1)% | N/M | 6% | |
| Average assets | $200,040 | $132,357 | $26,341 | $42,867 | $401,605 | |
(a) The prior period was restated to reflect the retrospective application of adopting new accounting guidance related to our investments in renewable energy projects using the proportional amortization method (ASU 2023-02). See Note 2 for additional information.
(b) Total fee and other revenue, total revenue and income before income taxes are net of (loss) attributable to noncontrolling interests related to consolidated investment management funds of $(2) million.
(c) Income before income taxes divided by total revenue.
| For the quarter ended March 31, 2023 · SecuritiesServices · Market and Wealth Services · Investmentand Wealth Management · Other · (a) · Consolidated · (a) | ||||||
|---|---|---|---|---|---|---|
| (dollars in millions) | ||||||
| Total fee and other revenue | $1,443 | $1,018 | $785(b) | $41 | $3,287(b) | |
| Net interest income (expense) | 666 | 453 | 45 | (36) | 1,128 | |
| Total revenue | 2,109 | 1,471 | 830(b) | 5 | 4,415(b) | |
| Provision for credit losses | — | — | — | 27 | 27 | |
| Noninterest expense | 1,540 | 782 | 737 | 41 | 3,100 | |
| Income (loss) before income taxes | $569 | $689 | $93(b) | $(63) | $1,288(b) | |
| Pre-tax operating margin (c) | 27% | 47% | 11% | N/M | 29% | |
| Average assets | $196,560 | $132,005 | $28,370 | $50,343 | $407,278 | |
(a) The prior period was restated to reflect the retrospective application of adopting new accounting guidance related to our investments in renewable energy projects using the proportional amortization method (ASU 2023-02). See Note 2 for additional information.
(b) Total fee and other revenue, total revenue and income before income taxes are net of income (loss) attributable to noncontrolling interests related to consolidated investment management funds of $— million.
(c) Income before income taxes divided by total revenue.
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Notes to Consolidated Financial Statements (continued)
Note 20–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 | Three months ended March 31, | |
|---|---|---|
| (in millions) | 2024 | 2023 |
| Change in assets of consolidated investment management funds | $42 | $227 |
| Change in liabilities of consolidated investment management funds | 4 | — |
| Change in nonredeemable noncontrolling interests of consolidated investment management funds | 61 | 65 |
| Securities purchased not settled | 1,010 | 240 |
| Securities sold not settled | (6) | (162) |
| Premises and equipment/operating lease obligations | 45 | 98 |
| Excise tax on share repurchases | 6 | 10 |
96 BNY Mellon
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.