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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended ~~June~~September 30, 2019

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

Commission File No. 001-35651

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	13-2614959
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

240 Greenwich Street

New York, New York 10286

(Address of principal executive offices) (Zip Code)

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

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)



Securities registered pursuant to Section 12(b) of the Act: Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	BK	New York Stock Exchange
Depositary Shares, each representing 1/4,000th of a share of Series C Noncumulative Perpetual Preferred Stock	BK PrC	New York Stock Exchange
6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV	BK/P	New York Stock Exchange
(fully and unconditionally guaranteed by The Bank of New York Mellon Corporation)

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

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

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

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

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

As of ~~June~~Sept. 30, 2019, ~~942,662,027~~922,198,877 shares of the registrant’s common stock, $0.01 par value per share, were outstanding.

THE BANK OF NEW YORK MELLON CORPORATION

~~Second~~Third Quarter 2019 Form 10-Q

Table of Contents



	Page
Consolidated Financial Highlights (unaudited)	2

Part I - Financial Information
Items 2. and 3. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Quantitative and Qualitative Disclosures about Market Risk:
General	4
Overview	4
Key ~~second~~third quarter 2019 ~~and subsequent~~ events	4
Highlights of ~~second~~third quarter 2019 results	5
Fee and other revenue	6
Net interest revenue	89
Noninterest expense	1112
Income taxes	1112
Review of businesses	1213
Critical accounting estimates	1920
Consolidated balance sheet review	1920
Liquidity and dividends	29
Capital	33
Trading activities and risk management	36
Asset/liability management	39
Off-balance sheet arrangements	39
Supplemental information - Explanation of GAAP and Non-GAAP financial measures	40
Recent accounting and regulatory developments	42
Website information	43

Item 1. Financial Statements:
Consolidated Income Statement (unaudited)	44
Consolidated Comprehensive Income Statement (unaudited)	46
Consolidated Balance Sheet (unaudited)	47
Consolidated Statement of Cash Flows (unaudited)	48
Consolidated Statement of Changes in Equity (unaudited)	49



	Page
Notes to Consolidated Financial Statements:
Note 1—Basis of presentation	52
Note 2—Accounting changes and new accounting guidance	52
Note 3—Acquisitions and dispositions	53
Note 4—Securities	53
Note 5—Loans and asset quality	58
Note 6—Leasing	6463
Note 7—Goodwill and intangible assets	65
Note 8—Other assets	6766
Note 9—Contract revenue	68
Note 10—Net interest revenue	7170
Note 11—Employee benefit plans	71
Note 12—Income taxes	7271
Note 13—Variable interest entities and securitization	7271
Note 14—Preferred stock	73
Note 15—Other comprehensive income (loss)	74
Note 16—Fair value measurement	76
Note 17—Fair value option	82
Note 18—Derivative instruments	82
Note 19—Commitments and contingent liabilities	89
Note 20—Lines of business	94
Note 21—Supplemental information to the Consolidated Statement of Cash Flows	9796

Item 4. Controls and Procedures	9897
Forward-looking Statements	9998

Part II - Other Information
Item 1. Legal Proceedings.	~~101~~100
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	~~101~~100
Item 6. Exhibits.	~~101~~100

Index to Exhibits	~~102~~101
Signature	~~104~~103

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

Consolidated Financial Highlights (unaudited)


	Quarter ended									Year-to-date						Quarter ended									Year-to-date
(dollars in millions, except per share amounts and unless otherwise noted)	June 30, 2019			March 31, 2019			June 30, 2018			June 30, 2019			June 30, 2018			Sept. 30, 2019			June 30, 2019			Sept. 30, 2018			Sept. 30, 2019			Sept. 30, 2018
Results applicable to common shareholders of The Bank of New York Mellon Corporation:
Net income	$	969		$	910		$	1,055		$	1,879		$	2,190		$	1,002		$	969		$	1,075		$	2,881		$	3,265
Basic earnings per share	$	1.01		$	0.94		$	1.04		$	1.95		$	2.15		$	1.07		$	1.01		$	1.07		$	3.02		$	3.21
Diluted earnings per share	$	1.01		$	0.94		$	1.03		$	1.95		$	2.14		$	1.07		$	1.01		$	1.06		$	3.01		$	3.20

Fee and other revenue	$	3,112		$	3,032		$	3,210		$	6,144		$	6,480		$	3,128		$	3,112		$	3,168		$	9,272		$	9,648
Income from consolidated investment management funds	10			26			12			36			1			3			10			10			39			11
Net interest revenue	802			841			916			1,643			1,835			730			802			891			2,373			2,726
Total revenue	$	3,924		$	3,899		$	4,138		$	7,823		$	8,316		$	3,861		$	3,924		$	4,069		$	11,684		$	12,385

Return on common equity (annualized)	10.4		%	10.0		%	11.2		%	10.2		%	11.7		%	10.6		%	10.4		%	11.2		%	10.3		%	11.6		%
Return on tangible common equity (annualized) – Non-GAAP (a)	21.2		%	20.7		%	23.5		%	20.9		%	24.6		%	21.4		%	21.2		%	23.1		%	21.1		%	24.1		%

Return on average assets (annualized)	1.13		%	1.10		%	1.22		%	1.12		%	1.25		%	1.13		%	1.13		%	1.28		%	1.12		%	1.26		%

Fee revenue as a percentage of total revenue	79		%	78		%	78		%	78		%	78		%	81		%	79		%	78		%	79		%	78		%

Percentage of non-U.S. total revenue	36		%	36		%	37		%	36		%	37		%
Non-U.S. revenue as a percentage of total revenue																37		%	36		%	37		%	36		%	37		%

Pre-tax operating margin	33		%	31		%	34		%	32		%	34		%	33		%	33		%	33		%	32		%	34		%

Net interest margin	1.12		%	1.20		%	1.26		%	1.16		%	1.24		%	0.99		%	1.12		%	1.27		%	1.10		%	1.25		%
Net interest margin on a fully taxable equivalent (“FTE”) basis – Non-GAAP (b)	1.12		%	1.20		%	1.26		%	1.16		%	1.25		%	1.00		%	1.12		%	1.28		%	1.11		%	1.26		%

Assets under custody and/or administration (“AUC/A”) at period end (in trillions) (c)	$	35.5		$	34.5		$	33.6		$	35.5		$	33.6		$	35.8		$	35.5		$	34.5		$	35.8		$	34.5
Assets under management (“AUM”) at period end (in billions) (d)	$	1,843		$	1,841		$	1,805		$	1,843		$	1,805		$	1,881		$	1,843		$	1,828		$	1,881		$	1,828
Market value of securities on loan at period end (in billions) (e)	$	369		$	377		$	432		$	369		$	432		$	362		$	369		$	415		$	362		$	415

Average common shares and equivalents outstanding (in thousands):
Basic	951,281			962,397			1,010,179			956,887			1,013,507			933,264			951,281			999,808			949,035			1,008,967
Diluted	953,928			965,960			1,014,357			959,957			1,018,020			935,677			953,928			1,003,665			951,876			1,013,242

Selected average balances:
Interest-earning assets	$	287,417		$	282,185		$	292,086		$	284,816		$	297,050		$	294,154		$	287,417		$	279,218		$	287,964		$	291,040
Total assets	$	342,384		$	336,165		$	346,328		$	339,292		$	352,219		$	350,679		$	342,384		$	332,341		$	343,129		$	345,520
Interest-bearing deposits	$	167,545		$	159,879		$	152,799		$	163,734		$	154,244		$	177,401		$	167,545		$	148,636		$	168,339		$	152,354
Noninterest-bearing deposits	$	52,956		$	54,583		$	64,768		$	53,765		$	67,869		$	49,027		$	52,956		$	60,677		$	52,168		$	65,446
Long-term debt	$	27,681		$	28,254		$	28,349		$	27,966		$	28,378		$	28,386		$	27,681		$	28,074		$	28,108		$	28,275
Preferred stock	$	3,542		$	3,542		$	3,542		$	3,542		$	3,542		$	3,542		$	3,542		$	3,542		$	3,542		$	3,542
Total The Bank of New York Mellon Corporation common shareholders’ equity	$	37,487		$	37,086		$	37,750		$	37,287		$	37,672		$	37,597		$	37,487		$	38,036		$	37,392		$	37,795

Other information at period end:
Cash dividends per common share	$	0.28		$	0.28		$	0.24		$	0.56		$	0.48		$	0.31		$	0.28		$	0.28		$	0.87		$	0.76
Common dividend payout ratio	28		%	30		%	23		%	29		%	22		%	29		%	28		%	26		%	29		%	24		%
Common dividend yield (annualized)	2.5		%	2.3		%	1.8		%	2.6		%	1.8		%	2.7		%	2.5		%	2.2		%	2.6		%	2.0		%
Closing stock price per common share	$	44.15		$	50.43		$	53.93		$	44.15		$	53.93		$	45.21		$	44.15		$	50.99		$	45.21		$	50.99
Market capitalization	$	41,619		$	48,288		$	53,927		$	41,619		$	53,927		$	41,693		$	41,619		$	50,418		$	41,693		$	50,418
Book value per common share	$	40.30		$	39.36		$	37.97		$	40.30		$	37.97		$	40.75		$	40.30		$	38.45		$	40.75		$	38.45
Tangible book value per common share – Non-GAAP (a)	$	20.45		$	19.74		$	19.00		$	20.45		$	19.00		$	20.59		$	20.45		$	19.35		$	20.59		$	19.35
Full-time employees	49,100			49,800			52,000			49,100			52,000			48,700			49,100			52,000			48,700			52,000
Common shares outstanding (in thousands)	942,662			957,517			999,945			942,662			999,945			922,199			942,662			988,777			922,199			988,777

2 BNY Mellon

Consolidated Financial Highlights (unaudited) (continued)


Regulatory capital and other ratios	June 30, 2019		March 31, 2019		Dec. 31, 2018		Sept. 30, 2019		June 30, 2019		Dec. 31, 2018
Average liquidity coverage ratio (“LCR”)	117	%	118	%	118	%	117	%	117	%	118	%

Regulatory capital ratios: (f)
Advanced:
Common Equity Tier 1 (“CET1”) ratio	11.1	%	11.1	%	10.7	%	11.1	%	11.1	%	10.7	%
Tier 1 capital ratio	13.2		13.2		12.8		13.2		13.2		12.8
Total capital ratio	14.0		14.0		13.6		14.0		14.0		13.6
Standardized:
CET1 ratio	12.4	%	12.0	%	11.7	%	12.3	%	12.4	%	11.7	%
Tier 1 capital ratio	14.8		14.3		14.1		14.6		14.8		14.1
Total capital ratio	15.7		15.3		15.1		15.6		15.7		15.1

Tier 1 leverage ratio	6.8	%	6.8	%	6.6	%	6.5	%	6.8	%	6.6	%
Supplementary leverage ratio (“SLR”)	6.3		6.3		6.0		6.0		6.3		6.0

BNY Mellon shareholders’ equity to total assets ratio	10.9	%	11.9	%	11.2	%	11.0	%	10.9	%	11.2	%
BNY Mellon common shareholders’ equity to total assets ratio	10.0		10.9		10.2		10.1		10.0		10.2


(a)	Return on tangible common equity and tangible book value per common share, Non-GAAP measures, exclude goodwill and intangible assets, net of deferred tax liabilities. See “Supplemental information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 40 for the reconciliation of Non-GAAP measures.


(b)	See “Average balances and interest rates” beginning on page 910 for a reconciliation of this Non-GAAP measure.


(c)	Includes the AUC/A of CIBC Mellon Global Securities Services Company (“CIBC Mellon”), a joint venture with the Canadian Imperial Bank of Commerce, of $1.4 trillion at Sept. 30, 2019, June 30, 2019 ~~$1.3 trillion at March 31, 2019~~ and ~~$1.4 trillion at June~~Sept. 30, 2018.


(d)	Excludes securities lending cash management assets and assets managed in the Investment Services business.


(e)	Represents the total amount of securities on loan in our agency securities lending program managed by the Investment Services business. Excludes securities for which BNY Mellon acts as an agent on behalf of CIBC Mellon clients, which totaled $66 billion at Sept. 30, 2019, $64 billion at June 30, 2019 ~~$62~~and $69 billion at ~~March 31, 2019 and $70 billion at June~~Sept. 30, 2018.


(f)	For our CET1, Tier 1 capital and Total capital ratios, our effective capital ratios under U.S. capital rules are the lower of the ratios as calculated under the Standardized and Advanced Approaches. For additional information on our capital ratios, see “Capital” beginning on page 33.

BNY Mellon 3

Part I - Financial Information

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

General

In this Quarterly Report on Form 10-Q, references to “our,” “we,” “us,” “BNY Mellon,” the “Company” and similar terms refer to The Bank of New York Mellon Corporation and its consolidated subsidiaries. The term “Parent” refers to The Bank of New York Mellon Corporation but not its subsidiaries.

Certain business terms used in this report are defined in the Glossary included in our Annual Report on Form 10-K for the year ended Dec. 31, 2018 (“2018 Annual Report”).

The following should be read in conjunction with the Consolidated Financial Statements included in this report. Investors should also read the section titled “Forward-looking Statements.”

Overview

Established in 1784 by Alexander Hamilton, we were the first company listed on the New York Stock Exchange (NYSE: BK). With a more than 230-year history, BNY Mellon is a global company that manages and services assets for financial institutions, corporations and individual investors in 35 countries.

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

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

Key ~~second~~third quarter 2019 ~~and subsequent~~ events

~~Share repurchase program and increase in cash dividend on common stock~~Todd Gibbons named interim Chief Executive Officer; Joseph Echevarria named Non-Executive Chairman

In ~~June~~September 2019, ~~our~~Todd Gibbons was appointed interim Chief Executive Officer and member of the Board of Directors ~~approved~~of the ~~repurchase~~Company. During Todd’s career at BNY Mellon, he has held leadership roles across risk, finance, client management and many of ~~up to $3.94 billion~~our businesses. Most recently, Todd served as Vice Chairman and CEO of ~~common stock starting in the third quarter~~Clearing, Markets and Client Management. Todd also served for nine years as BNY Mellon’s Chief Financial Officer. Joseph Echevarria, a member of ~~2019 and continuing through the second quarter of 2020.~~

~~Additionally, in July 2019, our~~BNY Mellon’s Board of Directors ~~approved an 11% increase~~since February 2015 and Lead Independent Director, was appointed Non-Executive Chairman of the Board.

Definitive agreement to sell interest in ~~the quarterly cash dividend on common stock, from $0.28 to $0.31 per share. This increased quarterly cash dividend will be paid on Aug. 9, 2019.~~Promontory Interfinancial Network, LLC

In September 2019, MCDI (Holdings) LLC, a wholly-owned subsidiary of BNY Mellon, along with the other holders of Promontory Interfinancial Network, LLC (“PIN”), entered into a definitive agreement to sell their interests in PIN. The

4 BNY Mellon

transaction is expected to close in the fourth quarter of 2019, subject to customary closing conditions. Upon the closing of the transaction, BNY Mellon expects an after tax gain of approximately $600 million.

Highlights of ~~second~~third quarter 2019 results

Net income applicable to common shareholders was ~~$969 million,~~$1.0 billion, or ~~$1.01~~$1.07 per diluted common share, in the ~~second~~third quarter of 2019. Net income applicable to common shareholders was ~~$1.06~~$1.08 billion, or ~~$1.03~~$1.06 per diluted common share, in the ~~second~~third quarter of 2018. The highlights below are based on the ~~second~~third quarter of 2019 compared with the ~~second~~third quarter of 2018, unless otherwise noted.

Total revenue of $3.9 billion decreased 5%, primarily reflecting:

Fee revenue decreased 3%1%, primarily reflecting the cumulative AUM outflows since the ~~second~~third quarter of 2018, lower performance fees and the unfavorable impact of a stronger U.S. dollar, ~~and lower foreign exchange and securities lending revenue,~~ partially offset by higher fees in Issuer Services ~~growth in clearance volumes~~ and ~~collateral management, as well as~~Clearance and Collateral Management and higher client assets and volumes in Pershing. (See “Fee and other revenue” beginning on page 6.)

Net interest revenue decreased ~~12% as the~~18%, primarily reflecting a lease-related impairment of $70 million, higher ~~yield on interest-earning assets was more than offset by higher~~interest-bearing deposit and funding costs and lower noninterest-bearing ~~deposits and loan~~deposit balances, ~~and~~partially offset by the ~~impact~~benefit of ~~hedging activities.~~higher rates earned on interest-earning assets. The ~~impact of hedging activities is offset in foreign exchange and other trading revenue.~~lease-related impairment decreased net interest revenue 8%. (See “Net interest revenue” on page 8.9.)

Provision for credit losses was a credit of $16 million, due in part from the sale of the loans related to a California utility company that had filed for bankruptcy.

Noninterest expense of $2.6 billion decreased 4%5%. ~~Over 1%~~Nearly all of the decrease was driven by a reduction of previously established reserves for tax-related exposure of certain investment management funds that we manage, net of staff expense, and lower litigation expense. The remaining slight decrease primarily reflects the continued investments in technology, which were more than offset by lower other expenses and the

favorable impact of a stronger U.S. dollar. ~~The remaining decrease primarily reflects lower staff expense and decreases in most other expense categories, partially offset by continued investments in technology.~~ (See “Noninterest expense” on page ~~11.~~12.)

Effective tax rate of ~~20.5%.~~19.1% compared with 16.5% in the third quarter of 2018, which was impacted by adjustments to the provisional estimates for U.S. tax legislation and other changes. (See “Income taxes” on page ~~11.~~12.)

Capital and liquidity

CET1 ratio under the Advanced ~~Approach~~Approaches was 11.1% at Sept. 30, 2019 and 11.1% at June 30, 2019, ~~unchanged compared with March 31, 2019,~~ reflecting ~~capital generated through earnings and the unrealized gain in our investment securities portfolio, offset by~~ capital deployed through common stock repurchases ~~dividends~~and dividend payments, offset by capital generated through earnings and ~~higher~~lower risk-weighted assets (“RWA”). (See “Capital” beginning on page 33.)

Repurchased ~~15.3~~21.3 million common shares for ~~$750~~$981 million and paid ~~$270~~$294 million in dividends to common shareholders in the ~~second~~third quarter of 2019.

Highlights of our principal businesses

Investment Services

Total revenue decreased ~~3%.~~slightly.

Income before income taxes ~~decreased 8%.~~increased 7%, driven by lower litigation expense.

AUC/A of ~~$35.5~~$35.8 trillion, increased 6%4%, primarily reflecting higher market values and net new business, partially offset by the unfavorable impact of a stronger U.S. dollar.

Investment Management

Total revenue decreased ~~10%~~12%.

Income before income taxes decreased ~~17%.~~5%, having benefited from the net reduction of reserves for tax-related exposure of certain investment management funds.

AUM of ~~$1.8~~$1.9 trillion increased 2%3%, primarily reflecting higher market values, partially offset by the unfavorable impact of a stronger U.S. dollar (principally versus the British pound) and net outflows.

See “Review of businesses” and Note 20 of the Notes to Consolidated Financial Statements for additional information on our businesses.

BNY Mellon 5

Fee and other revenue


Fee and other revenue																				YTD19																					YTD19
										2Q19 vs.										vs.											3Q19 vs.										vs.
(dollars in millions, unless otherwise noted)	2Q19			1Q19			2Q18			1Q19		2Q18		YTD19			YTD18			YTD18		3Q19			2Q19			3Q18			2Q19		3Q18		YTD19			YTD18			YTD18
Investment services fees:
Asset servicing fees (a)	$	1,141		$	1,122		$	1,157		2	%	(1	)%	$	2,263		$	2,325		(3	)%	$	1,152		$	1,141		$	1,157		1	%	—	%	$	3,415		$	3,482		(2	)%
Clearing services fees (b)	410			398			401			3		2		808			825			(2	)	419			410			393			2		7		1,227			1,218			1
Issuer services fees	291			251			266			16		9		542			526			3		324			291			287			11		13		866			813			7
Treasury services fees	140			132			140			6		—		272			278			(2	)	140			140			137			—		2		412			415			(1	)
Total investment services fees (b)	1,982			1,903			1,964			4		1		3,885			3,954			(2	)	2,035			1,982			1,974			3		3		5,920			5,928			—
Investment management and performance fees (b)	833			841			901			(1	)	(8	)	1,674			1,851			(10	)	832			833			912			—		(9	)	2,506			2,763			(9	)
Foreign exchange and other trading revenue	166			170			187			(2	)	(11	)	336			396			(15	)	150			166			155			(10	)	(3	)	486			551			(12	)
Financing-related fees	50			51			53			(2	)	(6	)	101			105			(4	)	49			50			52			(2	)	(6	)	150			157			(4	)
Distribution and servicing	31			31			34			—		(9	)	62			70			(11	)	33			31			34			6		(3	)	95			104			(9	)
Investment and other income	43			35			70			N/M				78			152			N/M		30			43			41			N/M				108			193			N/M
Total fee revenue	3,105			3,031			3,209			2		(3	)	6,136			6,528			(6)		3,129			3,105			3,168			1		(1	)	9,265			9,696			(4	)
Net securities gains (losses)	7			1			1			N/M				8			(48		)	N/M
Net securities (losses) gains																						(1		)	7			—			N/M				7			(48		)	N/M
Total fee and other revenue	$	3,112		$	3,032		$	3,210		3	%	(3	)%	$	6,144		$	6,480		(5	)%	$	3,128		$	3,112		$	3,168		1	%	(1	)%	$	9,272		$	9,648		(4	)%

Fee revenue as a percentage of total revenue	79		%	78		%	78		%					78		%	78		%			81		%	79		%	78		%					79		%	78		%

AUC/A at period end (in trillions) (c)	$	35.5		$	34.5		$	33.6		3	%	6	%	$	35.5		$	33.6		6	%	$	35.8		$	35.5		$	34.5		1	%	4	%	$	35.8		$	34.5		4	%
AUM at period end (in billions) (d)	$	1,843		$	1,841		$	1,805		—	%	2	%	$	1,843		$	1,805		2	%	$	1,881		$	1,843		$	1,828		2	%	3	%	$	1,881		$	1,828		3	%

(a)

Asset servicing fees include securities lending revenue of $43 million in the third quarter of 2019, $44 million in the second quarter of 2019, ~~$48~~$58 million in the third quarter of 2018, $135 million in the first ~~quarter~~nine months of 2019 ~~$60 million in the second quarter of 2018, $92~~and $173 million in the first ~~six months of 2019 and $115 million in the first six~~nine months of 2018.


(b)	In the first quarter of 2019, we reclassified certain platform-related fees to clearing services fees from investment management and performance fees. Prior periods have been reclassified.


(c)	Includes the AUC/A of CIBC Mellon of $1.4 trillion at Sept. 30, 2019, June 30, 2019 ~~$1.3 trillion at March 31, 2019~~ and ~~$1.4 trillion at June~~Sept. 30, 2018.


(d)	Excludes securities lending cash management assets and assets managed in the Investment Services business.

N/M - Not meaningful.

Fee and other revenue decreased 3%1% compared with the ~~second~~third quarter of 2018 and increased 3%1% compared with the ~~first~~second quarter of 2019. The decrease compared with the ~~second~~third quarter of 2018 primarily reflects lower investment management and performance fees and investment and other income, ~~foreign exchange and other trading revenue and asset servicing fees,~~ partially offset by ~~an increase in~~higher issuer services and clearing services fees. The increase compared with the ~~first~~second quarter of 2019 primarily reflects higher issuer services ~~asset servicing~~fees, partially offset by lower foreign exchange and ~~clearing services fees.~~other trading revenue.

Investment services fees

Investment services fees were impacted by the following compared with the ~~second~~third quarter of 2018 and the ~~first~~second quarter of 2019:

Asset servicing fees decreased slightly compared with the third quarter of 2018 and increased 1% compared with the second quarter of ~~2018 and increased 2% compared with the first quarter of~~ 2019. The slight decrease compared with the ~~second~~third quarter of 2018 primarily reflects lower client activity, securities lending revenue ~~lower client activity~~ and the unfavorable

impact of a stronger U.S. dollar, partially offset by growth in clearance volumes and collateral ~~management.~~management from new business. The increase compared with the ~~first~~second quarter of 2019 primarily reflects growth in clearance volumes and collateral ~~management.~~management from new business.

Clearing services fees increased 7% compared with the third quarter of 2018 and 2% compared with the second quarter of 2019, primarily reflecting growth in client assets and accounts.

Issuer services fees increased 13% compared with the third quarter of 2018 and 11% compared with the second quarter of 2019, primarily reflecting higher Depositary Receipts revenue. The increase compared with the third quarter of 2018 also reflects higher volumes in Corporate Trust.

Treasury services fees increased 2% compared with the ~~second~~third quarter of 2018 and ~~3% compared with the first quarter of 2019. Both increases primarily reflect higher client assets and volumes.~~

Issuer services fees increased 9% compared with the second quarter of 2018 and 16% compared with the first quarter of 2019. Both increases primarily reflect higher fees in Depositary Receipts and Corporate Trust.

~~Treasury services fees was~~were unchanged compared with the second ~~quarter of 2018 and increased 6% compared with the first~~ quarter of 2019. The increase compared with the ~~first~~third quarter of ~~2019~~2018 primarily reflects higher payment volumes.

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

6 BNY Mellon

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

Investment management and performance fees

Investment management and performance fees decreased 8%9% compared with the ~~second~~third quarter of 2018 and 1%were essentially unchanged compared with the ~~first~~second quarter of 2019. The decrease compared with the ~~second~~third quarter of 2018 primarily reflects the impact of cumulative AUM outflows since the ~~second~~third quarter of 2018, lower performance fees and the unfavorable impact of a stronger U.S. dollar (principally versus the British pound), partially offset by higher market values. On a constant currency basis (Non-GAAP), investment management and performance fees decreased 6%7% compared with the ~~second~~third quarter of 2018. ~~The decrease compared with the first quarter of 2019 primarily reflects the timing of performance fees, partially offset by higher market values.~~ Performance fees were $2 million in the ~~second~~third quarter of 2019, ~~$12~~$30 million in the ~~second~~third quarter of 2018 and ~~$31~~$2 million in the ~~first~~second quarter of 2019.

AUM was ~~$1.8~~$1.9 trillion at ~~June~~Sept. 30, 2019, an increase of 2%3% compared with ~~June~~Sept. 30, 2018, primarily reflecting higher market values, partially offset by the unfavorable impact of a stronger U.S. dollar (principally versus the British pound) and net outflows.

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

Foreign exchange and other trading revenue

																					Foreign exchange and other trading revenue
(in millions)	2Q19		1Q19		2Q18		YTD19		YTD18		3Q19		2Q19		3Q18		YTD19		YTD18
Foreign exchange	$	150	$	160	$	171	$	310	$	354	$	129	$	150	$	150	$	439	$	504
Other trading revenue	16		10		16		26		42		21		16		5		47		47
Total foreign exchange and other trading revenue	$	166	$	170	$	187	$	336	$	396	$	150	$	166	$	155	$	486	$	551

Foreign exchange revenue is primarily driven by the volume of client transactions and the spread realized on these transactions, both of which are impacted by market volatility and the impact of foreign currency hedging activities. In the ~~second~~third quarter of 2019, foreign exchange revenue totaled ~~$150~~$129 million, a decrease of ~~12%~~14% compared with the ~~second~~third quarter of 2018 and ~~6% compared with the first~~second quarter of 2019. Both decreases primarily reflect the impact of foreign currency hedging activities and lower ~~volumes and~~volumes. The decrease compared with the third quarter of 2018 also reflects lower volatility. Foreign exchange revenue is primarily reported in the Investment Services business and, to a

lesser extent, the Investment Management business and the Other segment.

~~Distribution~~Other trading revenue totaled $21 million in the third quarter of 2019 compared with $5 million in the third quarter of 2018. The increase primarily reflects derivative and ~~servicing fees~~fixed income trading gains, partially offset by the impact of Investment Management hedging activities. Other trading revenue is reported in all three business segments.

Distribution and servicing fees decreased compared with the second quarter of 2018 and was unchanged compared with the first quarter of 2019. The decrease compared with the second quarter of 2018 primarily reflects lower fees from mutual funds.

BNY Mellon 7

Investment and other income

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

																														Investment and other income
(in millions)	2Q19			1Q19			2Q18		YTD19			YTD18			3Q19			2Q19			3Q18			YTD19			YTD18
Corporate/bank-owned life insurance	$	32		$	30		$	31	$	62		$	67		$	33		$	32		$	36		$	95		$	103
Expense reimbursements from joint venture	19			19			19		38			35			21			19			17			59			52
Seed capital gains ~~(b)~~(a)	8			2			3		10			3			—			8			8			10			11
Asset-related gains	1			1			15		2			61			2			1			7			4			68
Other (loss) income (b)	(17		)	(17		)	2		(34		)	(14		)
Other (loss)															(26		)	(17		)	(27		)	(60		)	(41		)
Total investment and other income	$	43		$	35		$	70	$	78		$	152		$	30		$	43		$	41		$	108		$	193


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


~~(b)~~	~~The first quarter 2019 amounts were adjusted to correct the classification of certain revenue between seed capital and other income.~~

Investment and other income decreased compared with the ~~second~~third quarter of 2018 and ~~increased compared with~~ the ~~first~~second quarter of 2019. The decrease compared with the ~~second~~third quarter of 2018 primarily reflects lower ~~asset-related gains, foreign currency translation and increased pre-tax losses on investments in renewable energy, partially offset by higher~~ seed capital gains and asset-related gains. The ~~increase~~decrease compared with the ~~first~~second quarter of 2019 primarily reflects ~~higher~~lower other income and seed capital gains.

Year-to-date 2019 compared with year-to-date 2018

Fee and other revenue decreased 5%4% compared with the first ~~six~~nine months of 2018, primarily reflecting lower investment management and performance fees, investment and other income, asset servicing fees and foreign exchange and other trading revenue, partially offset by ~~net~~ securities losses recorded in the first ~~six~~nine months of ~~2018.~~2018 and an increase in issuer services fees. The ~~10%~~9% decrease in investment management and performance fees primarily reflects the impact of cumulative AUM outflows, ~~since the~~

~~BNY Mellon 7~~

~~second quarter of 2018,~~ the unfavorable impact of a stronger U.S. dollar (principally versus the British pound) and ~~the impact of divestitures.~~lower performance fees, partially offset by higher market values. The decrease in investment and other income primarily reflects lower asset-related gains, which included the gain on the sale of CenterSquare and gains on equity investments both recorded in the first quarter of 2018. The 3%2% decrease in asset servicing fees primarily reflects lower client activity, the unfavorable impact

of a stronger U.S. dollar and lower securities lending revenue, partially offset by growth in clearance volumes and collateral ~~management.~~management and higher equity markets. The ~~15%~~12% decrease in foreign exchange and other trading revenue primarily reflects lower ~~foreign exchange~~ volumes and ~~volatility.~~volatility and the impact of Investment Management hedging activities, partially offset by derivative and fixed income trading gains and the impact of foreign currency hedging activities. Net securities losses in the first ~~six~~nine months of 2018 were driven by sales of debt securities. The 7% increase in issuer services fees primarily reflects higher fees in Depositary Receipts and volumes in Corporate Trust.

8 BNY Mellon

Net interest revenue


Net interest revenue																				YTD19																					YTD19
										2Q19 vs.										vs.											3Q19 vs.										vs.
(dollars in millions)	2Q19			1Q19			2Q18			1Q19		2Q18		YTD19			YTD18			YTD18		3Q19			2Q19			3Q18			2Q19		3Q18		YTD19			YTD18			YTD18
Net interest revenue	$	802		$	841		$	916		(5	)%	(12	)%	$	1,643		$	1,835		(10	)%	$	730		$	802		$	891		(9	)%	(18	)%	$	2,373		$	2,726		(13	)%
Add: Tax equivalent adjustment	4			4			5			N/M				8			11			N/M		3			4			5			N/M				11			16			N/M
Net interest revenue on a fully taxable equivalent basis (“FTE”) – Non-GAAP (a)	$	806		$	845		$	921		(5	)%	(12	)%	$	1,651		$	1,846		(11	)%
Net interest revenue (FTE) – Non-GAAP (a)																						$	733		$	806		$	896		(9	)%	(18	)%	$	2,384		$	2,742		(13	)%

Average interest-earning assets	$	287,417		$	282,185		$	292,086		2	%	(2	)%	$	284,816		$	297,050		(4	)%	$	294,154		$	287,417		$	279,218		2	%	5	%	$	287,964		$	291,040		(1	)%

Net interest margin	1.12		%	1.20		%	1.26		%	(8	) bps	(14	) bps	1.16		%	1.24		%	(8	) bps	0.99		%	1.12		%	1.27		%	(13	) bps	(28	) bps	1.10		%	1.25		%	(15	) bps
Net interest margin (FTE) – Non-GAAP (a)	1.12		%	1.20		%	1.26		%	(8	) bps	(14	) bps	1.16		%	1.25		%	(9	) bps	1.00		%	1.12		%	1.28		%	(12	) bps	(28	) bps	1.11		%	1.26		%	(15	) bps


(a)	Net interest revenue (FTE) – Non-GAAP and net interest margin (FTE) – Non-GAAP include the tax equivalent adjustments on tax-exempt income which allows for comparisons of amounts arising from both taxable and tax-exempt sources and is consistent with industry practice. The adjustment to an FTE basis has no impact on net income.

N/M - ~~not~~Not meaningful.

bps - basis points.

Net interest revenue decreased ~~12%~~18% compared with the ~~second~~third quarter of 2018 and 5%9% compared with the ~~first~~second quarter of 2019. The decrease compared with the ~~second~~third quarter of 2018 primarily reflects the lease-related impairment of $70 million, higher ~~yields on interest-earning assets, which were more than offset by the higher~~interest-bearing deposit and funding costs and lower noninterest-bearing ~~deposits and loan~~deposit balances, ~~and~~partially offset by the ~~impact~~benefit of ~~hedging activities.~~higher rates earned on interest-earning assets. The lease-related impairment decreased net interest revenue 8% compared with the third quarter of 2018. The decrease compared with the ~~first~~second quarter of 2019 was primarily driven by ~~higher interest-bearing~~the lease-related impairment. Lower deposit and funding costs ~~lower noninterest-bearing deposit balances, lower yields on interest-earning assets~~ and the impact of hedging ~~activities, partially~~were largely offset by the ~~benefit~~impact of ~~higher interest-bearing deposit balances.~~lower rates on interest-earning assets. The impact of hedging activities is offset in foreign exchange and other trading revenue.

Net interest margin decreased 1428 basis points compared with the third quarter of 2018 and 13 basis points compared with the second quarter of ~~2018 and 8 basis points compared with~~2019. The lease-related impairment decreased the ~~first~~net interest margin for the third quarter of ~~2019.~~ 2019 by 10 basis points. The remaining decrease compared with the ~~second~~third quarter of 2018 primarily reflects higher deposit rates and interest-earning assets, partially offset by higher asset yields. ~~The decrease compared with the first quarter of 2019 primarily reflects higher deposit rates and lower asset yields.~~

Average non-U.S. dollar deposits comprised approximately 30% of our average total deposits in the ~~second~~third quarter of 2019. Approximately ~~45%~~40% of the average non-U.S. dollar deposits in the ~~second~~third quarter of 2019 were euro-denominated.

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

Year-to-date 2019 compared with year-to-date 2018

Net interest revenue decreased ~~10%~~13% compared with the first ~~six~~nine months of 2018, primarily driven by higher yields on interest-earning assets, which were more than offset by the higher deposit and funding costs, lower noninterest-bearing deposits and loan balances, the lease-related impairment and the impact of hedging activities. The impact of hedging activities is offset in foreign exchange and other trading revenue. The decrease in the net interest margin primarily reflects higher deposit rates and the lease-related impairment, partially offset by higher asset yields.

8 BNY Mellon


Average balances and interest rates	Quarter ended																		Quarter ended
	June 30, 2019						March 31, 2019						June 30, 2018						Sept. 30, 2019							June 30, 2019						Sept. 30, 2018
(dollars in millions)	Average balance		Interest		Average rates		Average balance		Interest		Average rates		Average balance		Interest		Average rates
(dollars in millions; average rates annualized)																			Average balance		Interest		Average rates			Average balance		Interest		Average rates		Average balance		Interest		Average rates
Assets
Interest-earning assets:
Interest-bearing deposits with the Federal Reserve and other central banks	$	61,756	$	113	0.72	%	$	63,583	$	139	0.87	%	$	69,676	$	136	0.77	%	$	60,030	$	102	0.67	%		$	61,756	$	113	0.72	%	$	61,216	$	125	0.80	%
Interest-bearing deposits with banks (primarily foreign banks)	13,666		64		1.87		13,857		63		1.85		15,748		56		1.41		15,324		73		1.89			13,666		64		1.87		14,691		59		1.58
Federal funds sold and securities purchased under resale agreements (a)	38,038		568		5.99		28,968		474		6.63		28,051		230		3.29		40,816		660		6.42			38,038		568		5.99		26,738		281		4.18
Margin loans	10,920		119		4.36		12,670		135		4.34		14,838		128		3.46		10,303		104		4.02			10,920		119		4.36		13,738		129		3.74
Non-margin loans:
Domestic offices	29,492		284		3.86		28,177		269		3.85		29,970		257		3.44		29,285		202		2.75		(b)	29,492		284		3.86		28,628		258		3.59
Foreign offices	9,961		81		3.29		10,511		86		3.32		12,258		88		2.87		11,247		85		2.97			9,961		81		3.29		11,441		86		2.98
Total non-margin loans	39,453		365		3.71		38,688		355		3.70		42,228		345		3.27		40,532		287		2.81		(b)	39,453		365		3.71		40,069		344		3.42
Securities:
U.S. government obligations	18,870		103		2.19		23,597		129		2.22		23,199		116		2.02		19,315		103		2.11			18,870		103		2.19		24,423		129		2.09
U.S. government agency obligations	66,445		428		2.58		64,867		427		2.63		63,022		374		2.37		67,235		418		2.49			66,445		428		2.58		64,612		384		2.40
State and political subdivisions ~~(b)~~(c)	1,735		13		2.89		2,206		15		2.71		2,677		18		2.75		1,217		9		3.05			1,735		13		2.89		2,453		18		2.77
Other securities ~~(b)~~(c)	30,770		157		2.04		28,647		151		2.13		28,863		126		1.75		33,729		148		1.75			30,770		157		2.04		27,017		138		1.98
Trading securities ~~(b)~~(c)	5,764		39		2.72		5,102		36		2.91		3,784		29		3.10		5,653		41		2.80			5,764		39		2.72		4,261		32		3.05
Total securities(c)	123,584		740		2.40		124,419		758		2.45		121,545		663		2.19		127,149		719		2.25			123,584		740		2.40		122,766		701		2.28
Total interest-earning assets(c)	$	287,417	$	1,969	2.74	%	$	282,185	$	1,924	2.75	%	$	292,086	$	1,558	2.14	%	$	294,154	$	1,945	2.63	%	(b)	$	287,417	$	1,969	2.74	%	$	279,218	$	1,639	2.33	%
Noninterest-earnings assets	54,967						53,980						54,242						56,525							54,967						53,123
Total assets	$	342,384					$	336,165					$	346,328					$	350,679						$	342,384					$	332,341
Liabilities
Interest-bearing liabilities:
Interest-bearing deposits:
Domestic offices	$	74,180	$	251	1.36	%	$	70,562	$	224	1.29	%	$	54,200	$	105	0.78	%	$	82,663	$	267	1.28	%		$	74,180	$	251	1.36	%	$	57,942	$	142	0.97	%
Foreign offices	93,365		181		0.78		89,317		167		0.76		98,599		68		0.28		94,738		170		0.71			93,365		181		0.78		90,694		95		0.42
Total interest-bearing deposits	167,545		432		1.04		159,879		391		0.99		152,799		173		0.45		177,401		437		0.98			167,545		432		1.04		148,636		237		0.63
Federal funds purchased and securities sold under repurchase agreements (a)	11,809		372		12.64		11,922		331		11.26		18,146		158		3.48		13,432		443		13.08			11,809		372		12.64		14,199		190		5.33
Trading liabilities	1,735		11		2.47		1,305		7		2.25		1,198		7		2.43		1,371		8		2.33			1,735		11		2.47		1,150		7		2.32
Other borrowed funds	2,455		20		3.36		3,305		24		2.87		2,399		14		2.40		1,148		10		3.24			2,455		20		3.36		2,747		16		2.33
Commercial paper	2,957		18		2.43		1,377		8		2.44		3,869		21		2.13		3,796		22		2.26			2,957		18		2.43		3,102		16		2.10
Payables to customers and broker-dealers	15,666		69		1.76		16,108		70		1.76		16,349		45		1.10		15,440		59		1.52			15,666		69		1.76		16,252		51		1.23
Long-term debt	27,681		241		3.45		28,254		248		3.52		28,349		219		3.06		28,386		233		3.24			27,681		241		3.45		28,074		226		3.17
Total interest-bearing liabilities	$	229,848	$	1,163	2.03	%	$	222,150	$	1,079	1.96	%	$	223,109	$	637	1.14	%	$	240,974	$	1,212	1.99	%		$	229,848	$	1,163	2.03	%	$	214,160	$	743	1.37	%
Total noninterest-bearing deposits	52,956						54,583						64,768						49,027							52,956						60,677
Other noninterest-bearing liabilities	18,362						18,628						16,857						19,280							18,362						15,660
Total liabilities	301,166						295,361						304,734						309,281							301,166						290,497
Temporary equity
Redeemable noncontrolling interests	53						70						184						64							53						193
Permanent equity
Total The Bank of New York Mellon Corporation shareholders’ equity	41,029						40,628						41,292						41,139							41,029						41,578
Noncontrolling interests	136						106						118						195							136						73
Total permanent equity	41,165						40,734						41,410						41,334							41,165						41,651
Total liabilities, temporary equity and permanent equity	$	342,384					$	336,165					$	346,328					$	350,679						$	342,384					$	332,341
Net interest revenue (FTE) – Non-GAAP			$	806					$	845					$	921					$	733						$	806					$	896
Net interest margin (FTE) – Non-GAAP					1.12	%					1.20	%					1.26	%					1.00	%	(b)					1.12	%					1.28	%
Less: Tax equivalent adjustment ~~(b)~~(c)			4						4						5						3							4						5
Net interest revenue – GAAP			$	802					$	841					$	916					$	730						$	802					$	891
Net interest margin – GAAP					1.12	%					1.20	%					1.26	%					0.99	%	(b)					1.12	%					1.27	%

(a)

Includes the average impact of offsetting under enforceable netting agreements of approximately $68 billion for the third quarter of 2019, $51 billion for the second quarter of 2019 ~~$44~~and $26 billion for the ~~first quarter of 2019 and $18 billion for the second~~third quarter of 2018. On a Non-GAAP basis, excluding the impact of offsetting, the yield on federal funds sold and securities purchased under resale agreements would have been 2.42% for the third quarter of 2019, 2.57% for the second quarter of 2019 ~~2.63%~~and 2.12% for the ~~first quarter of 2019 and 2.01% for the second~~third quarter of 2018. On a Non-GAAP basis, excluding the impact of offsetting, the rate on federal funds purchased and securities sold under repurchase agreements would have been 2.17% for the third quarter of 2019, 2.39% for the second quarter of 2019 ~~2.40%~~and 1.88% for the ~~first quarter of 2019 and 1.75% for the second~~third quarter of 2018. We believe providing the rates excluding the impact of netting is useful to investors as it is more reflective of the actual rates earned and paid.

(b)

Includes the impact of the lease-related impairment of $70 million. On a Non-GAAP basis, excluding the lease-related impairment, the yield on non-margin loans in domestic offices would have been 3.70%, the yield on total non-margin loans would have been 3.50%, the yield on total interest-earning assets would have been 2.72% and the net interest margin and the net interest margin (FTE) – Non-GAAP would have been 1.09%. We believe providing the rates excluding the lease-related impairment is useful to investors as it is more reflective of the actual rates earned.


(c)	Average rates were calculated on an FTE basis, at tax rates of approximately 21%~~, and annualized.~~.

10 BNY Mellon 9


Average balances and interest rates	Year-to-date												Year-to-date
	June 30, 2019						June 30, 2018						Sept. 30, 2019							Sept. 30, 2018
(dollars in millions)	Average balance		Interest		Average rates		Average balance		Interest		Average rates
(dollars in millions; average rates annualized)													Average balance		Interest		Average rates			Average balance		Interest		Average rates
Assets
Interest-earning assets:
Interest-bearing deposits with the Federal Reserve and other central banks	$	62,665	$	252	0.80	%	$	74,346	$	262	0.70	%	$	61,777	$	354	0.75	%		$	69,921	$	387	0.73	%
Interest-bearing deposits with banks (primarily foreign banks)	13,761		127		1.86		14,804		98		1.33		14,288		200		1.87			14,766		157		1.42
Federal funds sold and securities purchased under resale agreements (a)	33,528		1,042		6.26		27,978		400		2.88		35,984		1,702		6.32			27,560		681		3.31
Margin loans	11,790		254		4.35		15,254		243		3.21		11,289		358		4.25			14,743		372		3.38
Non-margin loans:
Domestic offices	28,838		553		3.85		30,191		485		3.23		28,989		755		3.48		(b)	29,664		743		3.35
Foreign offices	10,235		167		3.30		12,387		165		2.68		10,576		252		3.18			12,068		251		2.78
Total non-margin loans	39,073		720		3.71		42,578		650		3.07		39,565		1,007		3.40		(b)	41,732		994		3.18
Securities:
U.S. government obligations	21,220		232		2.21		23,329		225		1.95		20,578		335		2.17			23,698		354		2.00
U.S. government agency obligations	65,660		855		2.60		62,998		724		2.30		66,191		1,273		2.56			63,702		1,108		2.32
State and political subdivisions (b)	1,969		28		2.80		2,776		37		2.68
State and political subdivisions (c)													1,716		37		2.86			2,667		55		2.71
Other securities ~~(b)~~(c)	29,715		308		2.08		29,005		249		1.72		31,068		456		1.96			28,175		387		1.83
Trading securities ~~(b)~~(c)	5,435		75		2.81		3,982		57		2.85		5,508		116		2.80			4,076		89		2.92
Total securities(c)	123,999		1,498		2.42		122,090		1,292		2.12		125,061		2,217		2.37			122,318		1,993		2.17
Total interest-earning assets(c)	$	284,816	$	3,893	2.75	%	$	297,050	$	2,945	1.99	%	$	287,964	$	5,838	2.71	%	(b)	$	291,040	$	4,584	2.10	%
Noninterest-earnings assets	54,476						55,169						55,165							54,480
Total assets	$	339,292					$	352,219					$	343,129						$	345,520
Liabilities
Interest-bearing liabilities:
Interest-bearing deposits:
Domestic offices	$	72,381	$	475	1.32	%	$	52,914	$	176	0.67	%	$	75,846	$	742	1.31	%		$	54,608	$	318	0.78	%
Foreign offices	91,353		348		0.77		101,330		114		0.23		92,493		518		0.75			97,746		209		0.29
Total interest-bearing deposits	163,734		823		1.01		154,244		290		0.38		168,339		1,260		1.00			152,354		527		0.46
Federal funds purchased and securities sold under repurchase agreements (a)	11,865		703		11.95		18,552		265		2.88		12,393		1,146		12.36			17,085		455		3.56
Trading liabilities	1,521		18		2.37		1,382		16		2.33		1,470		26		2.36			1,304		23		2.33
Other borrowed funds	2,878		44		3.08		2,260		23		2.06		2,295		54		3.11			2,424		39		2.16
Commercial paper	2,171		26		2.43		3,502		33		1.89		2,718		48		2.35			3,367		49		1.96
Payables to customers and broker-dealers	15,887		139		1.76		16,723		76		0.92		15,736		198		1.68			16,564		127		1.02
Long-term debt	27,966		489		3.48		28,378		396		2.78		28,108		722		3.40			28,275		622		2.90
Total interest-bearing liabilities	$	226,022	$	2,242	2.00	%	$	225,041	$	1,099	0.98	%	$	231,059	$	3,454	1.99	%		$	221,373	$	1,842	1.11	%
Total noninterest-bearing deposits	53,765						67,869						52,168							65,446
Other noninterest-bearing liabilities	18,494						17,710						18,760							17,019
Total liabilities	298,281						310,620						301,987							303,838
Temporary equity
Redeemable noncontrolling interests	65						188						65							190
Permanent equity
Total The Bank of New York Mellon Corporation shareholders’ equity	40,829						41,214						40,934							41,337
Noncontrolling interests	117						197						143							155
Total permanent equity	40,946						41,411						41,077							41,492
Total liabilities, temporary equity and permanent equity	$	339,292					$	352,219					$	343,129						$	345,520
Net interest revenue (FTE) – Non-GAAP			$	1,651					$	1,846					$	2,384						$	2,742
Net interest margin (FTE) – Non-GAAP					1.16	%					1.25	%					1.11	%	(b)					1.26	%
Less: Tax equivalent adjustment (b)			8						11						11							16
Net interest revenue – GAAP			$	1,643					$	1,835					$	2,373						$	2,726
Net interest margin – GAAP					1.16	%					1.24	%					1.10	%	(b)					1.25	%

(a)

Includes the average impact of offsetting under enforceable netting agreements of approximately ~~$47~~$54 billion for the first ~~six~~nine months of 2019 and ~~$16~~$19 billion for the first ~~six~~nine months of 2018. On a Non-GAAP basis, excluding the impact of offsetting, the yield on federal funds sold and securities purchased under resale agreements would have been ~~2.59%~~2.52% for the first ~~six~~nine months of 2019 and ~~1.84%~~1.94% for the first ~~six~~nine months of 2018. On a Non-GAAP basis, excluding the impact of offsetting, the rate on federal funds purchased and securities sold under repurchase agreements would have been ~~2.39%~~2.30% for the first ~~six~~nine months of 2019 and ~~1.55%~~1.67% for the first ~~six~~nine months of 2018. We believe providing the rates excluding the impact of netting is useful to investors as it is more reflective of the actual rates earned and paid.

(b)

Includes the impact of the lease-related impairment of $70 million. On a Non-GAAP basis, excluding the lease-related impairment, the yield on non-margin loans in domestic offices would have been 3.80%, the yield on total non-margin loans would have been 3.64%, the yield on total interest-earning assets would have been 2.74%, the net interest margin would have been 1.13% and the net interest margin (FTE) – Non-GAAP would have been 1.14%. We believe providing the rates excluding the lease-related impairment is useful to investors as it is more reflective of the actual rates earned.


(c)	Average rates were calculated on an FTE basis, at tax rates of approximately 21%~~, and annualized.~~.

10 BNY Mellon

Noninterest expense


Noninterest expense															YTD19																YTD19
							2Q19 vs.								vs.								3Q19 vs.								vs.
(dollars in millions)	2Q19		1Q19		2Q18		1Q19		2Q18		YTD19		YTD18		YTD18		3Q19		2Q19		3Q18		2Q19		3Q18		YTD19		YTD18		YTD18
Staff	$	1,421	$	1,524	$	1,489	(7	)%	(5	)%	$	2,945	$	3,065	(4	)%	$	1,479	$	1,421	$	1,478	4	%	—	%	$	4,424	$	4,543	(3	)%
Professional, legal and other purchased services	337		325		328		4		3		662		619		7		316		337		332		(6	)	(5	)	978		951		3
Software and equipment	304		283		266		7		14		587		500		17		309		304		262		2		18		896		762		18
Net occupancy	138		137		156		1		(12	)	275		295		(7	)	138		138		139		—		(1	)	413		434		(5	)
Sub-custodian and clearing	115		105		110		10		5		220		229		(4	)	111		115		106		(3	)	5		331		335		(1	)
Distribution and servicing	94		91		106		3		(11	)	185		212		(13	)	97		94		99		3		(2	)	282		311		(9	)
Business development	56		45		62		24		(10	)	101		113		(11	)	47		56		51		(16	)	(8	)	148		164		(10	)
Bank assessment charges	31		31		47		—		(34	)	62		99		(37	)	31		31		49		—		(37	)	93		148		(37	)
Amortization of intangible assets	30		29		48		3		(38	)	59		97		(39	)	30		30		48		—		(38	)	89		145		(39	)
Other	121		129		135		(6	)	(10	)	250		257		(3	)	32		121		174		(74	)	(82	)	282		431		(35	)
Total noninterest expense	$	2,647	$	2,699	$	2,747	(2	)%	(4	)%	$	5,346	$	5,486	(3	)%	$	2,590	$	2,647	$	2,738	(2	)%	(5	)%	$	7,936	$	8,224	(4	)%

Full-time employees at period end	49,100		49,800		52,000		(1	)%	(6	)%							48,700		49,100		52,000		(1	)%	(6	)%

Total noninterest expense decreased 4%5% compared with the ~~second~~third quarter of 2018 and 2% compared with the ~~first~~second quarter of 2019. Both decreases primarily reflect a reduction of previously established reserves for tax-related exposure of certain investment management funds that we manage, net of staff expense. The decrease compared with the ~~second~~third quarter of 2018 ~~primarily~~also reflects lower ~~staff expense,~~litigation and other expenses and the favorable impact of a stronger U.S. dollar, ~~and decreases in most other expense categories,~~ partially offset by continued investments in technology. The investments in technology are included in staff, professional, legal and other purchased services, and software and equipment expenses. The decrease compared with the ~~first~~second quarter of 2019 ~~primarily~~also reflects lower staff expense, driven by the impact of vesting of long-term stock awards for retirement eligible employees recorded in the first quarter of 2019. The decrease was partially offset by higher software and equipment, volume-related and professional, legal and other purchased services ~~expenses.~~

expense, partially offset by higher staff expense.

Our investments in technology infrastructure and platforms are expected to continue at recent levels. As a result, we expect to incur higher technology-related expenses in 2019 than in 2018. This increase is expected to be mostly offset by decreases in other expenses as we continue to manage overall expenses.

As we continue to streamline and optimize the Company, we may take the opportunity to accelerate actions, including severance (recorded in noninterest expense) and a small repositioning of the securities portfolio (recorded in fee and other revenue), which could result in lower pre-tax earnings in the fourth quarter in the range of $100 million to $200 million.

Year-to-date 2019 compared with year-to-date 2018

Noninterest expense decreased 3%4% compared with the first ~~six~~nine months of 2018. The decrease primarily reflects ~~lower staff expense,~~ the favorable impact of a stronger U.S. dollar, lower staff expense, a reduction of previously established reserves for tax-related exposure of certain investment management funds that we manage and decreases in most other expense categories, partially offset by continued investments in technology.

Income taxes

~~BNY Mellon recorded an~~The provision for income tax ~~provision of~~was ~~$264~~$246 million (19.1% effective tax rate) in the third quarter of 2019, $220 million (16.5% effective tax rate) in the third quarter of 2018 and $264 million (20.5% effective tax rate) in the second quarter of ~~2019~~, ~~$286 million~~ (~~20.5%~~2019. The effective ~~tax rate) in~~rate for the ~~second~~third quarter of 2018 was impacted by adjustments to the provisional estimates for U.S. tax legislation and ~~$237 million~~ (~~19.9%~~ ~~effective tax rate) in the~~ ~~first quarter of 2019.~~other changes. For additional information, see Note 12 of the Notes to Consolidated Financial Statements.

12 BNY Mellon 11

Review of businesses

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

Business accounting principles

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

For information on the accounting principles of our businesses, see Note 20 of the Notes to Consolidated Financial Statements. For information on the primary products and services in each line of business, the primary types of revenue by business and how our businesses are presented and analyzed, see Note 23 of the Notes to Consolidated Financial Statements in our 2018 Annual Report.

Business results are subject to reclassification when organizational changes are made. There were no significant organizational changes in the ~~second~~third quarter of 2019. The results are also subject to refinements in revenue and expense allocation methodologies, which are typically reflected on a prospective basis.

The results of our businesses may be influenced by client and other activities that vary by quarter. In the first quarter, staff expense typically increases reflecting the vesting of long-term stock awards for retirement-eligible employees. In the third quarter, volume-related fees may decline due to reduced client

activity. In the third quarter, staff expense typically

increases, reflecting the annual employee merit increase. In the fourth quarter, we typically incur higher business development and marketing expenses. In our Investment Management business, performance fees are typically higher in the fourth and first quarters, as those quarters represent the end of the measurement period for many of the performance fee-eligible relationships.

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

Fee revenue in Investment Management, and to a lesser extent in Investment Services, is impacted by the value of market indices. At ~~June~~Sept. 30, 2019, we estimate that a 5% change in global equity markets, spread evenly throughout the year, would impact fee revenue by less than 1% and diluted earnings per common share by $0.03 to $0.05.

See Note 20 of the Notes to Consolidated Financial Statements for the consolidating schedules which show the contribution of our businesses to our overall profitability.

12 BNY Mellon 13

Investment Services business


																										YTD19																											YTD19
(dollars in millions unless otherwise noted)																2Q19 vs.										vs.
(dollars in millions unless otherwise noted)	2Q19			1Q19			4Q18			3Q18			2Q18			1Q19		2Q18		YTD19			YTD18			YTD18
(dollars in millions, unless otherwise noted)																																											3Q19 vs.										vs.
(dollars in millions, unless otherwise noted)																												3Q19			2Q19			1Q19			4Q18			3Q18			2Q19		3Q18		YTD19			YTD18			YTD18
Revenue:
Investment services fees:
Asset servicing fees (a)	$	1,120		$	1,103		$	1,106		$	1,136		$	1,135		2	%	(1	)%	$	2,223		$	2,278		(2	)%	$	1,132		$	1,120		$	1,103		$	1,106		$	1,136		1	%	—	%	$	3,355		$	3,414		(2	)%
Clearing services fees (b)	411			398			398			393			400			3		3		809			824			(2	)	419			411			398			398			393			2		7		1,228			1,217			1
Issuer services fees	291			251			286			288			265			16		10		542			525			3		324			291			251			286			288			11		13		866			813			7
Treasury services fees	140			132			139			136			140			6		—		272			278			(2	)	139			140			132			139			136			(1	)	2		411			414			(1	)
Total investment services fees (b)	1,962			1,884			1,929			1,953			1,940			4		1		3,846			3,905			(2	)	2,014			1,962			1,884			1,929			1,953			3		3		5,860			5,858			—
Foreign exchange and other trading revenue	153			157			163			161			172			(3	)	(11	)	310			341			(9	)	160			153			157			163			161			5		(1	)	470			502			(6	)
Other (b)(c)	112			113			121			116			121			(1	)	(7	)	225			237			(5	)	117			112			113			121			116			4		1		342			353			(3	)
Total fee and other revenue	2,227			2,154			2,213			2,230			2,233			3		—		4,381			4,483			(2	)	2,291			2,227			2,154			2,213			2,230			3		3		6,672			6,713			(1	)
Net interest revenue	775			796			827			827			874			(3	)	(11	)	1,571			1,718			(9	)	753			775			796			827			827			(3	)	(9	)	2,324			2,545			(9	)
Total revenue	3,002			2,950			3,040			3,057			3,107			2		(3	)	5,952			6,201			(4	)	3,044			3,002			2,950			3,040			3,057			1		—		8,996			9,258			(3	)
Provision for credit losses	(4		)	8			6			1			1			N/M				4			(6		)	N/M		(15		)	(4		)	8			6			1			N/M				(11		)	(5		)	N/M
Noninterest expense (excluding amortization of intangible assets)	1,934			1,949			2,090			1,995			1,931			(1	)	—		3,883			3,844			1		1,944			1,934			1,949			2,090			1,995			1		(3	)	5,827			5,839			—
Amortization of intangible assets	20			20			22			35			36			—		(44	)	40			72			(44	)	21			20			20			22			35			5		(40	)	61			107			(43	)
Total noninterest expense	1,954			1,969			2,112			2,030			1,967			(1	)	(1	)	3,923			3,916			—		1,965			1,954			1,969			2,112			2,030			1		(3	)	5,888			5,946			(1	)
Income before taxes	$	1,052		$	973		$	922		$	1,026		$	1,139		8	%	(8	)%	$	2,025		$	2,291		(12	)%
Income before income taxes																												$	1,094		$	1,052		$	973		$	922		$	1,026		4	%	7	%	$	3,119		$	3,317		(6	)%

Pre-tax operating margin	35		%	33		%	30		%	34		%	37		%					34		%	37		%			36		%	35		%	33		%	30		%	34		%					35		%	36		%

Securities lending revenue	$	40		$	44		$	43		$	52		$	55		(9	)%	(27	)%	$	84		$	103		(18	)%	$	39		$	40		$	44		$	43		$	52		(3	)%	(25	)%	$	123		$	155		(21	)%

Total revenue by line of business:
Total revenue by line of business:
Asset Servicing	$	1,391		$	1,407		$	1,435		$	1,458		$	1,520		(1	)%	(8	)%	$	2,798		$	3,039		(8	)%	$	1,405		$	1,391		$	1,407		$	1,435		$	1,458		1	%	(4	)%	$	4,203		$	4,497		(7	)%
Pershing	564			554			558			558			558			2		1		1,118			1,139			(2	)	568			564			554			558			558			1		2		1,686			1,697			(1	)
Issuer Services	446			396			441			453			431			13		3		842			849			(1	)	466			446			396			441			453			4		3		1,308			1,302			—
Treasury Services	317			317			328			324			329			—		(4	)	634			650			(2	)	312			317			317			328			324			(2	)	(4	)	946			974			(3	)
Clearance and Collateral Management	284			276			278			264			269			3		6		560			524			7		293			284			276			278			264			3		11		853			788			8
Total revenue by line of business	$	3,002		$	2,950		$	3,040		$	3,057		$	3,107		2	%	(3	)%	$	5,952		$	6,201		(4	)%	$	3,044		$	3,002		$	2,950		$	3,040		$	3,057		1	%	—	%	$	8,996		$	9,258		(3	)%

Metrics:
Metrics:
Average loans	$	32,287		$	33,171		$	35,540		$	35,044		$	38,002		(3	)%	(15	)%	$	32,726		$	38,598		(15	)%	$	32,758		$	32,287		$	33,171		$	35,540		$	35,044		1	%	(7	)%	$	32,737		$	37,400		(12	)%
Average deposits	$	201,146		$	195,082		$	203,416		$	192,741		$	203,064		3	%	(1	)%	$	198,131		$	208,567		(5	)%	$	208,044		$	201,146		$	195,082		$	203,416		$	192,741		3	%	8	%	$	201,472		$	203,233		(1	)%

AUC/A at period end (in trillions) (d)	$	35.5		$	34.5		$	33.1		$	34.5		$	33.6		3	%	6	%	$	35.5		$	33.6		6	%	$	35.8		$	35.5		$	34.5		$	33.1		$	34.5		1	%	4	%
Market value of securities on loan at period end (in billions) (e)	$	369		$	377		$	373		$	415		$	432		(2	)%	(15	)%	$	369		$	432		(15	)%	$	362		$	369		$	377		$	373		$	415		(2	)%	(13	)%

Pershing:
Pershing:
Average active clearing accounts (U.S. platform) (in thousands)	6,254			6,169			6,125			6,108			6,080			1	%	3	%									6,283			6,254			6,169			6,125			6,108			—	%	3	%
Average long-term mutual fund assets (U.S. platform)	$	532,384		$	507,606		$	489,491		$	527,336		$	512,645		5	%	4	%									$	547,522		$	532,384		$	507,606		$	489,491		$	527,336		3	%	4	%
Average investor margin loans (U.S. platform)	$	9,440		$	10,093		$	10,921		$	10,696		$	10,772		(6	)%	(12	)%									$	9,222		$	9,440		$	10,093		$	10,921		$	10,696		(2	)%	(14	)%

Clearance and Collateral Management:
Clearance and Collateral Management:
Average tri-party collateral management balances (in billions)	$	3,400		$	3,266		$	3,181		$	2,995		$	2,801		4	%	21	%									$	3,550		$	3,400		$	3,266		$	3,181		$	2,995		4	%	19	%


(a)	Asset servicing fees include the fees from the Clearance and Collateral Management business.


(b)	In the first quarter of 2019, we reclassified certain platform-related fees to clearing services fees from investment management and performance fees. Prior periods have been reclassified.


(c)	Other revenue includes investment management and performance fees, financing-related fees, distribution and servicing revenue and investment and other income.


(d)	Includes the AUC/A of CIBC Mellon of $1.4 trillion at Sept. 30, 2019 and June 30, 2019, $1.3 trillion at March 31, 2019, $1.2 trillion at Dec. 31, 2018 and $1.4 trillion at Sept. ~~30, 2018 and June~~ 30, 2018.

(e)

Represents the total amount of securities on loan in our agency securities lending program managed by the Investment Services business. Excludes securities for which BNY Mellon acts as agent on behalf of CIBC Mellon clients, which totaled $6466 billion at Sept. 30, 2019, $64 billion at June 30, 2019, $62 billion at March 31, 2019, $58 billion at Dec. 31, 2018 and $69 billion at Sept. ~~30, 2018 and $70 billion at June~~ 30, 2018.

N/M - Not meaningful.

14 BNY Mellon 13

Business description

BNY Mellon Investment Services provides business services and technology solutions to entities including financial institutions, corporations, foundations and endowments, public funds and government agencies. Our lines of business include: Asset Servicing, Pershing, Issuer Services, Treasury Services and Clearance and Collateral Management.

We are one of the leading global investment services providers with ~~$35.5~~$35.8 trillion of AUC/A at ~~June~~Sept. 30, 2019.


•	We are the primary provider of U.S. government securities clearance and a provider of non-U.S. government securities clearance.

We are a leading provider of tri-party collateral management services with an average of ~~$3.4~~$3.6 trillion serviced globally including approximately ~~$2.5~~$2.6 trillion of the U.S. tri-party repo market.

Our agency securities lending program is one of the largest lenders of U.S. and non-U.S. securities, servicing a lendable asset pool of approximately ~~$4.1~~$4.0 trillion in 34 separate markets.

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

Pershing provides clearing, custody, business and technology solutions, delivering dependable operational support to financial organizations globally.

The Issuer Services business includes Corporate Trust and Depositary Receipts. Our Corporate Trust business delivers a full range of issuer and related investor services, including trustee, paying agency, fiduciary, escrow and other financial

services. We are a leading provider to the debt capital markets, providing customized and market-driven solutions to investors, bondholders and lenders. Our Depositary Receipts business drives global investing by providing servicing and value-added solutions that enable, facilitate and enhance cross-border trading, clearing, settlement and ownership. We are one of the largest providers of depositary receipts services in the world, partnering with leading companies from more than 50 countries.

Our Treasury Services business ~~includes~~provides global payments, liquidity management ~~payables/receivables~~ and trade finance services for financial institutions, corporations and the public sector.

Our Clearance and Collateral Management business clears and settles equity and fixed-income transactions globally and serves as custodian for tri-party repo collateral worldwide. Our collateral services include collateral management, administration and segregation. We offer innovative solutions and industry expertise which help financial institutions and institutional investors with their liquidity, financing, risk and balance sheet challenges.

Review of financial results

AUC/A increased 6%4% compared with ~~June~~Sept. 30, 2018 to ~~$35.5~~$35.8 trillion, primarily reflecting higher market values and net new business, partially offset by the unfavorable impact of a stronger U.S. dollar. AUC/A consisted of ~~35%~~34% equity securities and ~~65%~~66% fixed-income securities at ~~June~~Sept. 30, 2019 and 37% equity securities and 63% fixed-income securities at ~~June~~Sept. 30, 2018.

Total revenue of $3.0 billion decreased 3%slightly compared with the ~~second~~third quarter of 2018 and increased 2%1% compared with the ~~first~~second quarter of 2019. The drivers of total revenue by line of business are indicated below.

Asset Servicing revenue of $1.4 billion decreased 8%4% compared with the ~~second~~third quarter of 2018 and increased 1% compared with the ~~first~~second quarter of 2019. The decrease compared with the ~~second~~third quarter of 2018 primarily reflects lower ~~net interest revenue, lower foreign exchange and~~client activity, securities lending revenue ~~lower client activity~~and net interest revenue and the unfavorable impact of a stronger U.S. dollar. The ~~decrease~~increase compared with the second quarter of

14 BNY Mellon 15

~~first quarter of~~ 2019 primarily reflects ~~lower net interest~~higher foreign exchange and other trading revenue.

Pershing revenue of ~~$564~~$568 million increased 2% compared with the third quarter of 2018 and 1% compared with the second quarter of ~~2018 and 2% compared with the first quarter of~~ 2019. Both increases primarily reflect ~~higher~~growth in client assets and ~~volumes,~~accounts. The increase compared with the third quarter of 2018 was partially offset by lower net interest revenue.

Issuer Services revenue of ~~$446~~$466 million increased 3% compared with the ~~second~~third quarter of 2018 and ~~13%~~4% compared with the ~~first~~second quarter of 2019. Both increases primarily reflect higher ~~fees in~~ Depositary Receipts ~~and Corporate Trust. The increase compared with the second quarter of 2018 was~~revenue, partially offset by lower net interest revenue in Corporate Trust. The increase compared with the third quarter of 2018 also reflects higher volumes in Corporate Trust.

Treasury Services revenue of ~~$317~~$312 million decreased 4% compared with the ~~second~~third quarter of 2018 and ~~was unchanged~~2% compared with the ~~first~~second quarter of 2019. The ~~decrease~~decreases primarily ~~reflects~~reflect lower net interest revenue.

Clearance and Collateral Management revenue of ~~$284~~$293 million increased 6%11% compared with the ~~second~~third quarter of 2018 and 3% compared with the ~~first~~second quarter of 2019. Both increases primarily reflect growth in clearance volumes and collateral management from new business. The increase compared with the third quarter of 2018 was partially offset by lower net interest revenue.

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

Noninterest expense of $2.0 billion decreased 1%3% compared with the ~~second~~third quarter of 2018 and ~~first~~increased 1%compared with the second quarter of 2019. The decrease compared with the ~~second~~third quarter of 2018 was primarily driven by lower litigation and staff ~~expense and bank assessment charges and the favorable impact of a stronger U.S. dollar, partially offset by higher investments in technology.~~expenses. The ~~decrease~~increase compared with the ~~first~~second quarter of 2019 primarily reflects ~~lower~~higher staff ~~expense, partially offset by higher volume-related expenses.~~expense.

~~Year-to date~~Year-to-date 2019 compared with year-to-date 2018

Total revenue of ~~$6.0~~$9.0 billion decreased 4%3% compared with the first ~~six~~nine months of 2018. Asset Servicing revenue of ~~$2.8~~$4.2 billion decreased 8%7%, primarily reflecting lower net interest revenue, ~~lower~~client activity and foreign exchange and other trading and securities lending revenue and the unfavorable impact of a stronger U.S. ~~dollar and lower client activity.~~dollar. Pershing revenue of ~~$1.1~~$1.7 billion decreased 2%1%, primarily reflecting previously disclosed lost business and lower net interest revenue, partially offset by ~~higher~~growth in client ~~assets.~~assets and accounts. Issuer Services revenue of ~~$842 million decreased 1%~~$1.3 billion increased slightly, primarily reflecting higher volumes in Corporate Trust and higher Depositary Receipts revenue, partially offset by lower net interest revenue ~~due to lower Corporate Trust deposits and lower fees in Depositary Receipts, partially offset by higher fees~~ in Corporate Trust. Treasury Services revenue of ~~$634~~$946 million decreased 2%3%, primarily reflecting lower net interest revenue. Clearance and Collateral Management revenue of ~~$560~~$853 million increased 7%8%, primarily reflecting growth in collateral management and clearance volumes, partially offset by lower net interest revenue.

Noninterest expense of ~~$3.9~~$5.9 billion ~~increased less than~~decreased 1% compared with the first ~~six~~nine months of 2018 primarily reflecting ~~higher investments in technology, partially offset by~~ lower staff ~~expense,~~and litigation expenses, lower bank assessment charges and the favorable impact of a stronger U.S. dollar, ~~and lower bank assessment charges.~~partially offset by higher investments in technology.

16 BNY Mellon 15

Investment Management business


																										YTD19																											YTD19
																2Q19 vs.										vs.																	3Q19 vs.										vs.
(dollars in millions)	2Q19			1Q19			4Q18			3Q18			2Q18			1Q19		2Q18		YTD19			YTD18			YTD18		3Q19			2Q19			1Q19			4Q18			3Q18			2Q19		3Q18		YTD19			YTD18			YTD18
Revenue:
Investment management fees (a)	$	827		$	806		$	826		$	879		$	885		3	%	(7	)%	$	1,633		$	1,783		(8	)%	$	826		$	827		$	806		$	826		$	879		—	%	(6	)%	$	2,459		$	2,662		(8	)%
Performance fees	2			31			54			30			12			N/M		(83	)	33			60			(45	)	2			2			31			54			30			N/M		(93	)	35			90			(61	)
Investment management and performance fees (b)	829			837			880			909			897			(1	)	(8	)	1,666			1,843			(10	)	828			829			837			880			909			—		(9	)	2,494			2,752			(9	)
Distribution and servicing	44			45			45			47			48			(2	)	(8	)	89			98			(9	)	45			44			45			45			47			2		(4	)	134			145			(8	)
Other (a)	(23		)	(18		)	(35		)	(18		)	(4		)	N/M		N/M		(41		)	12			N/M		(40		)	(23		)	(18		)	(35		)	(18		)	N/M		N/M		(81		)	(6		)	N/M
Total fee and other revenue (a)	850			864			890			938			941			(2	)	(10	)	1,714			1,953			(12	)	833			850			864			890			938			(2	)	(11	)	2,547			2,891			(12	)
Net interest revenue	67			75			73			77			77			(11	)	(13	)	142			153			(7	)	57			67			75			73			77			(15	)	(26	)	199			230			(13	)
Total revenue	917			939			963			1,015			1,018			(2	)	(10	)	1,856			2,106			(12	)	890			917			939			963			1,015			(3	)	(12	)	2,746			3,121			(12	)
Provision for credit losses	(2		)	1			1			(2		)	2			N/M		N/M		(1		)	4			N/M		—			(2		)	1			1			(2		)	N/M		N/M		(1		)	2			N/M
Noninterest expense (excluding amortization of intangible assets)	645			660			702			688			685			(2	)	(6	)	1,305			1,377			(5	)	580			645			660			702			688			(10	)	(16	)	1,885			2,065			(9	)
Amortization of intangible assets	9			9			13			13			12			—		(25	)	18			25			(28	)	10			9			9			13			13			11		(23	)	28			38			(26	)
Total noninterest expense	654			669			715			701			697			(2	)	(6	)	1,323			1,402			(6	)	590			654			669			715			701			(10	)	(16	)	1,913			2,103			(9	)
Income before taxes	$	265		$	269		$	247		$	316		$	319		(1	)%	(17	)%	$	534		$	700		(24	)%
Income before income taxes																												$	300		$	265		$	269		$	247		$	316		13	%	(5	)%	$	834		$	1,016		(18	)%

Pre-tax operating margin	29		%	29		%	26		%	31		%	31		%					29		%	33		%			34		%	29		%	29		%	26		%	31		%					30		%	33		%
Adjusted pre-tax operating margin – Non-GAAP (c)	32		%	32		%	29		%	35		%	35		%					32		%	37		%			38		%	32		%	32		%	29		%	35		%					34		%	36		%

Total revenue by line of business:
Total revenue by line of business:
Asset Management	$	618		$	637		$	660		$	704		$	702		(3	)%	(12	)%	$	1,255		$	1,472		(15	)%	$	605		$	618		$	637		$	660		$	704		(2	)%	(14	)%	$	1,860		$	2,176		(15	)%
Wealth Management	299			302			303			311			316			(1	)	(5	)	601			634			(5	)	285			299			302			303			311			(5	)	(8	)	886			945			(6	)
Total revenue by line of business	$	917		$	939		$	963		$	1,015		$	1,018		(2	)%	(10	)%	$	1,856		$	2,106		(12	)%	$	890		$	917		$	939		$	963		$	1,015		(3	)%	(12	)%	$	2,746		$	3,121		(12	)%

Average balances:
Average balances:
Average loans	$	16,322		$	16,403		$	16,485		$	16,763		$	16,974		—	%	(4	)%	$	16,363		$	16,926		(3	)%	$	16,260		$	16,322		$	16,403		$	16,485		$	16,763		—	%	(3	)%	$	16,328		$	16,871		(3	)%
Average deposits	$	14,615		$	15,815		$	14,893		$	14,634		$	14,252		(8	)%	3	%	$	15,211		$	13,810		10	%	$	14,083		$	14,615		$	15,815		$	14,893		$	14,634		(4	)%	(4	)%	$	14,831		$	14,088		5	%


(a)	Total fee and other revenue includes the impact of the consolidated investment management funds, net of noncontrolling interests. Additionally, other revenue includes asset servicing fees, treasury services fees, foreign exchange and other trading revenue and investment and other income.


(b)	On a constant currency basis, investment management and performance fees decreased 6%7% (Non-GAAP) compared with the ~~second~~third quarter of 2018. See “Supplemental information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 40 for the reconciliation of this Non-GAAP measure.


(c)	Net of distribution and servicing expense. See “Supplemental information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 40 for the reconciliation of this Non-GAAP measure.

N/M - Not meaningful.

16 BNY Mellon 17


AUM trends																2Q19 vs.																			3Q19 vs.
(dollars in billions)	2Q19			1Q19			4Q18			3Q18			2Q18			1Q19		2Q18		3Q19			2Q19			1Q19			4Q18			3Q18			2Q19		3Q18
AUM at period end, by product type: (a)
Equity	$	152		$	149		$	135		$	167		$	160		2	%	(5	)%	$	147		$	152		$	149		$	135		$	167		(3	)%	(12	)%
Fixed income	209			208			200			202			197			—		6		211			209			208			200			202			1		4
Index	322			333			301			352			334			(3	)	(4	)	321			322			333			301			352			—		(9	)
Liability-driven investments	709			709			659			652			663			—		7		742			709			709			659			652			5		14
Multi-asset and alternative investments	184			178			167			184			181			3		2		182			184			178			167			184			(1	)	(1	)
Cash	267			264			260			271			270			1		(1	)	278			267			264			260			271			4		3
Total AUM by product type	$	1,843		$	1,841		$	1,722		$	1,828		$	1,805		—	%	2	%	$	1,881		$	1,843		$	1,841		$	1,722		$	1,828		2	%	3	%

Changes in AUM: (a)
Beginning balance of AUM	$	1,841		$	1,722		$	1,828		$	1,805		$	1,868						$	1,843		$	1,841		$	1,722		$	1,828		$	1,805
Net (outflows) inflows:
Net inflows (outflows):
Long-term strategies:
Equity	(2		)	(4		)	(8		)	(2		)	(3		)					(4		)	(2		)	(4		)	(8		)	(2		)
Fixed income	(4		)	3			(1		)	2			(4		)					2			(4		)	3			(1		)	2
Liability-driven investments	1			5			14			16			2							(4		)	1			5			14			16
Multi-asset and alternative investments	1			(4		)	(2		)	2			(3		)					(1		)	1			(4		)	(2		)	2
Total long-term active strategies (outflows) inflows	(4		)	—			3			18			(8		)					(7		)	(4		)	—			3			18
Index	(22		)	(2		)	(11		)	(3		)	(7		)					(3		)	(22		)	(2		)	(11		)	(3		)
Total long-term strategies (outflows) inflows	(26		)	(2		)	(8		)	15			(15		)					(10		)	(26		)	(2		)	(8		)	15
Short-term strategies:
Cash	2			2			(10		)	—			(11		)					11			2			2			(10		)	—
Total net (outflows) inflows	(24		)	—			(18		)	15			(26		)
Total net inflows (outflows)																				1			(24		)	—			(18		)	15
Net market impact	42			103			(69		)	18			17							66			42			103			(69		)	18
Net currency impact	(16		)	16			(19		)	(10		)	(53		)					(29		)	(16		)	16			(19		)	(10		)
Divestiture/other	—			—			—			—			(1		)
Ending balance of AUM	$	1,843		$	1,841		$	1,722		$	1,828		$	1,805		—	%	2	%	$	1,881		$	1,843		$	1,841		$	1,722		$	1,828		2	%	3	%

Wealth Management client assets (b)	$	257		$	253		$	239		$	261		$	254		2	%	1	%	$	259		$	257		$	253		$	239		$	261		1	%	(1	)%

(a) Excludes securities lending cash management assets and assets managed in the Investment Services business.

(b) Includes AUM and AUC/A in the Wealth Management business.

Business description

Our Investment Management business consists of two lines of business, Asset Management and Wealth Management. The Asset Management business offers diversified investment management strategies and distribution of investment products. The Wealth Management business provides investment management, custody, wealth and estate planning and private banking services. See pages 18 and 19 of our 2018 Annual Report for additional information on our Investment Management business.

Review of financial results

AUM increased 2%3% compared with ~~June~~Sept. 30, 2018 primarily reflecting higher market values, partially offset by the unfavorable impact of a stronger U.S. dollar (principally versus the British pound) and net outflows.

Net long-term strategy outflows were ~~$26~~$10 billion in the ~~second~~third quarter of 2019, primarily resulting from outflows of liability-driven investments and equity

~~outflows~~funds. Short-term strategy inflows were $11 billion in the third quarter of ~~index and fixed income funds.~~2019. Market and regulatory trends have resulted in increased demand for lower fee asset management products and for performance-based fees.

Total revenue of $~~917~~890 million decreased ~~10%~~12% compared with the ~~second~~third quarter of 2018 and 2%3% compared with the ~~first~~second quarter of 2019.

Asset Management revenue of ~~$618~~$605 million decreased ~~12%~~14% compared with the ~~second~~third quarter of 2018 and 3%2% compared with the ~~first~~second quarter of 2019. The decrease compared with the ~~second~~third quarter of 2018 primarily reflects the ~~change in~~cumulative AUM ~~which was impacted by the cumulative~~ outflows since the ~~second~~third quarter of 2018, lower performance fees, the impact of hedging activities and the unfavorable impact of a stronger U.S. dollar (principally versus the British pound), partially offset by higher market values. The decrease compared with the second quarter of 2018 also reflects the unfavorable impact of a stronger U.S. dollar (principally versus the British pound) and the impact of divestitures and hedging activities. The decrease compared with the first quarter of 2019 primarily reflects the ~~timing~~impact of hedging activities and the unfavorable

18 BNY Mellon 17

~~performance fees and the~~ impact of ~~AUM outflows,~~a stronger U.S. dollar, partially offset by higher market values.

Wealth Management revenue of ~~$299~~$285 million decreased 8% compared with the third quarter of 2018 and 5% compared with the second ~~quarter of 2018 and 1% compared with the first~~ quarter of 2019. Both decreases primarily reflect lower net interest revenue, partially offset by higher market values.

Revenue generated in the Investment Management business included ~~38%~~39% from non-U.S. sources in the ~~second~~third quarter of 2019, compared with ~~41%~~42% in the ~~second~~third quarter of 2018 and ~~40%~~38% in the ~~first~~second quarter of 2019.

Noninterest expense of ~~$654~~$590 million decreased 6%16% compared with the third quarter of 2018 and 10% compared with the second quarter of ~~2018 and 2% compared with the first quarter of~~ 2019. Both decreases primarily reflect ~~lower staff expense. The decrease compared with~~ the ~~second quarter~~net reduction of ~~2018 also~~

~~reflects~~the reserves for tax-related exposure of certain investment management funds and the favorable impact of a stronger U.S. ~~dollar and~~dollar. The decrease compared with the third quarter of 2018 also reflects lower staff expense. The decrease compared to the

second quarter of 2019 was partially offset by higher distribution and servicing ~~expense.~~

expenses.

Year-to date 2019 compared with year-to-date 2018

Total revenue of ~~$1.9~~$2.7 billion decreased 12% compared with the first ~~six~~nine months of 2018. Asset Management revenue of ~~$1.3~~$1.9 billion decreased 15%, primarily reflecting ~~net~~the cumulative AUM outflows, the impact of divestitures, the unfavorable impact of a stronger U.S. dollar (principally versus the British pound) ~~and~~, the impact of hedging activities and lower performance fees, partially offset by higher market values. Wealth management revenue of ~~$601~~$886 million decreased 5%6%, reflecting lower net interest revenue and fees.

Noninterest expense of ~~$1.3~~$1.9 billion decreased 6%9% compared with the first ~~six~~nine months of 2018, primarily reflecting the net reduction of the reserves for tax-related exposure of certain investment management funds, lower staff expense, the favorable impact of a stronger U.S. dollar (principally versus the British pound) and lower distribution and servicing ~~expense.~~expenses.

Other segment



(in millions)	2Q19			1Q19			4Q18			3Q18			2Q18			YTD19			YTD18			3Q19			2Q19			1Q19			4Q18			3Q18			YTD19			YTD18
Fee revenue	$	34		$	29		$	29		$	7		$	40		$	63		$	97		$	5		$	34		$	29		$	29		$	7		$	68		$	104
Net securities gains (losses)	7			1			—			—			1			8			(48		)
Net securities (losses) gains																						(1		)	7			1			—			—			7			(48		)
Total fee and other revenue	41			30			29			7			41			71			49			4			41			30			29			7			75			56
Net interest (expense)	(40		)	(30		)	(15		)	(13		)	(35		)	(70		)	(36		)	(80		)	(40		)	(30		)	(15		)	(13		)	(150		)	(49		)
Total revenue (loss)	1			—			14			(6		)	6			1			13
Total (loss) revenue																						(76		)	1			—			14			(6		)	(75		)	7
Provision for credit losses	(2		)	(2		)	(7		)	(2		)	(6		)	(4		)	(6		)	(1		)	(2		)	(2		)	(7		)	(2		)	(5		)	(8		)
Noninterest expense	39			61			160			6			81			100			168			35			39			61			160			6			135			174
(Loss) before taxes	$	(36	)	$	(59	)	$	(139	)	$	(10	)	$	(69	)	$	(95	)	$	(149	)
(Loss) before income taxes																						$	(110	)	$	(36	)	$	(59	)	$	(139	)	$	(10	)	$	(205	)	$	(159	)

Average loans and leases	$	1,764		$	1,784		$	1,809		$	2,000		$	2,090		$	1,774		$	2,308		$	1,817		$	1,764		$	1,784		$	1,809		$	2,000		$	1,789		$	2,204

See page 20 of our 2018 Annual Report for additional information on the Other segment.

Review of financial results

Fee revenue, net securities (losses) gains and net interest expense ~~are primarily related to~~include corporate treasury and other investment activity, including hedging activity which offsets between fee revenue and net interest expense.

~~Noninterest~~ Total revenue decreased and net interest expense ~~decreased $42 million~~increased compared with both the ~~second~~third quarter of

2018 and ~~$22 million compared with the first~~second quarter of 2019, primarily reflecting ~~lower staff expense. The decrease~~the lease-related impairment and corporate treasury activity.

Noninterest expense increased compared with the ~~second~~third quarter of 2018, ~~also~~

~~reflects the expenses associated with relocating our corporate headquarters, of which $12 million was recorded in the second quarter of 2018.~~primarily reflecting higher staff expense.

BNY Mellon 19

Year-to date 2019 compared with year-to-date 2018

Losses before income taxes ~~decreased $54~~increased $46 million compared with the first ~~six~~nine months of 2018. Total revenue decreased ~~$12~~$82 million, primarily reflecting the lease-related impairment, corporate treasury activity and lower asset-related gains, partially offset by net securities losses recorded in the first ~~six~~nine months of 2018. Noninterest expense decreased ~~$68~~$39 million, primarily reflecting ~~expenses associated with relocating our corporate headquarters recorded in 2018 and~~ lower staff expense.

~~18 BNY Mellon~~

Critical accounting estimates

Our significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements in our 2018 Annual Report. Our critical accounting estimates are those related to the allowance for loan losses and allowance for lending-related commitments, fair value of financial instruments and derivatives, goodwill and other intangibles and litigation and regulatory contingencies, as referenced below.



Critical ~~policy~~accounting estimates	Reference
Allowance for loan losses and allowance for lending-related commitments	2018 Annual Report, pages 24-25.
Fair value of financial instruments and derivatives	2018 Annual Report, pages 25-27.
Goodwill and other intangibles	2018 Annual Report, page 27. Also, see ~~below.~~ the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, page 19.
Litigation and regulatory contingencies	“Legal proceedings” in Note 19 of the Notes to Consolidated Financial Statements.

~~Goodwill and other intangible assets~~

BNY Mellon’s three business segments include seven reporting units for which goodwill impairment testing is performed on an annual basis. The Investment Services segment is comprised of four reporting units; the Investment Management segment is comprised of two reporting units and one reporting unit is included in the Other segment.

In the second quarter of 2019, we performed our annual goodwill impairment test on all seven reporting units using an income approach to estimate fair values of each reporting unit. Estimated cash flows used in the income approach were based on management’s projections as of March 31, 2019. The discount rate applied to these cash flows was 10% and incorporated a 6% market equity risk premium. Estimated cash flows extend far into the future, and, by their nature, are difficult to estimate over such an extended time frame.

As a result of the annual goodwill impairment test of the seven reporting units, no goodwill impairment was recognized. The fair values of six of the Company’s reporting units were substantially in excess of the respective reporting units’ carrying value. The Asset Management reporting unit, with $7.2 billion of allocated goodwill, which is one of the

two reporting units in the Investment Management segment, exceeded its carrying value by approximately 18%. For the Asset Management reporting unit, in the future, small changes in the assumptions, such as changes in the level of AUM and operating margin, could produce a non-cash goodwill impairment. See “Critical accounting estimates” in the 2018 Annual Report for additional information on the annual goodwill impairment test.

Consolidated balance sheet review

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

We also seek to undertake overall liquidity risk, including intraday liquidity risk, that stays within our risk appetite. The objective of our balance sheet management strategy is to maintain a balance sheet that is characterized by strong liquidity and asset quality, ready access to external funding sources at competitive rates and a strong capital structure that supports our risk-taking activities and is adequate to

absorb potential losses. In managing the balance sheet, appropriate consideration is given to balancing the competing needs of maintaining sufficient levels of liquidity and complying with applicable regulations and supervisory expectations while optimizing profitability.

At ~~June~~Sept. 30, 2019, total assets were ~~$381~~$373 billion, compared with $363 billion at Dec. 31, 2018. The increase in total assets was primarily driven by higher ~~federal funds sold~~interest-bearing deposits with the Federal Reserve and ~~securities purchased under resale agreements.~~other central banks and trading assets. Deposits totaled ~~$253~~$250 billion at ~~June~~Sept. 30, 2019, compared with $239 billion at Dec. 31, 2018. The increase reflects higher interest-bearing deposits in both U.S. and non-U.S. offices, partially offset by lower noninterest-bearing deposits principally in U.S. offices. Total interest-bearing deposits as a percentage of total interest-earning assets were ~~60%~~62% at ~~June~~Sept. 30, 2019 and 54% at Dec. 31, 2018.

At ~~June~~Sept. 30, 2019, available funds totaled ~~$152~~$140 billion which include cash and due from banks, interest-bearing deposits with the Federal Reserve and other central banks, interest-bearing deposits with banks and federal funds sold and securities purchased under resale agreements. This compares with available

~~BNY Mellon 19~~

funds of $135 billion at Dec. 31, 2018. Total available funds as a percentage of total assets were ~~40%~~37% at ~~June~~both Sept. 30, 2019 and ~~37% at~~ Dec. 31, 2018. For additional information on our liquid funds and available funds, see “Liquidity and dividends.”

Securities were ~~$120.1~~$122.3 billion, or ~~32%~~33% of total assets, at ~~June~~Sept. 30, 2019, compared with $119.8 billion, or 33% of total assets, at Dec. 31, 2018. ~~Lower~~The increase primarily reflects additional investments in ~~U.S. Treasury and state and political subdivision securities were more than offset by additional investments in~~sovereign debt/sovereign guaranteed, agency residential mortgage-backed securities (“RMBS”), ~~sovereign debt/sovereign guaranteed securities and~~ an increase in the net unrealized pre-tax gain, ~~as well as additional investments in nearly all other types~~partially offset by net maturities and sales of U.S. Treasury and state and political subdivision securities. For additional information on our securities portfolio, see “Securities” and Note 4 of the Notes to Consolidated Financial Statements.

Loans were ~~$52~~$55 billion, or ~~14%~~15% of total assets, at ~~June~~Sept. 30, 2019, compared with $57 billion, or 16% of total assets, at Dec. 31, 2018. The decrease was primarily driven by lower margin loans, ~~and overdrafts.~~partially offset by higher loans to financial institutions. For additional information on our loan portfolio, see “Loans” and Note 5 of the Notes to Consolidated Financial Statements.

20 BNY Mellon

Long-term debt totaled $28 billion at ~~June~~Sept. 30, 2019 and $29 billion at Dec. 31, 2018. The decrease

reflects maturities of $~~2.8~~4.3 billion, partially offset by issuances and an increase in the fair value of hedged long-term debt. For additional information on long-term debt, see “Liquidity and dividends.”

The Bank of New York Mellon Corporation total shareholders’ equity increased to $~~41.5~~41.1 billion from $40.6 billion at Dec. 31, 2018. For additional information on our capital, see “Capital.”

Country risk exposure

The following table presents BNY Mellon’s top 10 exposures by country (excluding the U.S.) as of ~~June~~ Sept.

30, 2019, as well as certain countries with higher risk profiles, and is presented on an internal risk management basis. We monitor our exposure to these

and other countries as part of our internal country risk management process.

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


Country risk exposure	Interest-bearing deposits						Investment securities (b)					Total exposure			Interest-bearing deposits								Investment securities (b)					Total exposure
(in billions)	Central banks		Banks		Lending (a)				Other (c)			Total exposure		Central banks			Banks			Lending (a)			Investment securities (b)		Other (c)			Total exposure
Top 10 country exposure:							Investment securities (b)
UK	$	14.1	$	1.0	$	2.4	$	4.2		$	2.0	$	23.7		$	11.3		$	0.5		$	2.0	$	5.0		$	2.2	$	21.0
Germany	18.0		0.5		0.7		3.0			0.2		22.4			11.9			0.5			0.6		3.3			0.2		16.5
Japan	14.2		0.8		0.2		—			0.1		15.3			15.3			0.5			0.1		0.1			0.2		16.2
Belgium	6.0		1.0		0.1		0.2			—		7.3			5.7			0.8			0.1		0.1			—		6.7
Canada	—		1.6		0.2		2.6			0.8		5.2			—			2.1			0.3		2.6			0.9		5.9
China	—		2.2		0.8		—			0.3		3.3			—			2.3			1.7		—			0.3		4.3
France	—		0.2		—		2.0			0.4		2.6			—			—			—		2.1			0.8		2.9
Luxembourg															0.1			0.1			0.7		—			1.9		2.8
Australia															—			1.5			0.4		0.4			0.3		2.6
Netherlands	—		—		0.3		1.8			0.1		2.2			—			0.3			0.3		1.8			0.1		2.5
Australia	—		1.1		0.3		0.5			0.3		2.2
Italy	—		0.7		—		1.3			—		2.0
Total Top 10 country exposure	$	52.3	$	9.1	$	5.0	$	15.6		$	4.2	$	86.2	(d)	$	44.3		$	8.6		$	6.2	$	15.4		$	6.9	$	81.4	(d)

Select country exposure:
Spain	$	—	$	0.2	$	0.1	$	1.3		$	—	$	1.6
Italy															$	0.1		$	0.4		$	—	$	1.4		$	—	$	1.9
Brazil	—		—		1.4		0.1			0.1		1.6			—			—			1.5		0.1			0.1		1.7
Total select country exposure	$	—	$	0.2	$	1.5	$	1.4		$	0.1	$	3.2		$	0.1		$	0.4		$	1.5	$	1.5		$	0.1	$	3.6


(a)	Lending includes loans, acceptances, issued letters of credit, net of participations, and lending-related commitments.


(b)	Investment securities include both the available-for-sale and held-to-maturity portfolios.


(c)	Other exposures include over-the-counter (“OTC”) derivative and securities financing transactions, net of collateral.


(d)	The top 10 country exposures comprise approximately 80% of our total non-U.S. exposure.

~~20 BNY Mellon~~

Our largest country risk exposure, based on our internal country risk management process at ~~June~~Sept. 30, 2019, was to the UK, which is planning to withdraw from the European Union (“EU”). On Oct. 28, 2019, EU leaders and the UK government agreed to extend the period during which the EU and UK could agree on the terms of the UK’s departure from the EU. Under the terms of the agreement, Brexit will occur on the earlier of the first day of the month following ratification of the revised Withdrawal Agreement by the UK Parliament and the EU Parliament, or Feb. 1, 2020. We continue to make preparations for the withdrawal. For additional information, see “Recent accounting and regulatory developments - The United Kingdom’s Withdrawal from the European Union (“Brexit”)” in our first quarter 2019 Quarterly Report on Form 10-Q and in our 2018 Annual Report, “Risk Factors - The United Kingdom’s referendum

decision to leave the EU has had and may continue to have negative effects on global economic conditions, global financial markets, and our business and results of operations.” in our 2018 Annual Report.

Events in recent years have resulted in increased focus on Italy ~~Spain~~ and Brazil. The country risk exposure to Italy ~~and Spain~~ primarily consists of

investment grade sovereign debt. The country risk exposure to Brazil is primarily short-term trade finance loans extended to large financial institutions. We also have operations in Brazil providing investment services and investment management services.

BNY Mellon 21

Securities

In the discussion of our securities portfolio, we have included certain credit ratings information because the information can indicate the degree of credit risk

to which we are exposed. Significant changes in ratings classifications for our securities portfolio could indicate increased credit risk for us and could be accompanied by a reduction in the fair value of our securities portfolio.

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


Securities portfolio	March 31, 2019			2Q19 change in unrealized gain (loss)			June 30, 2019					Fair value as a % of amortized cost (a)		Unrealized gain (loss)				Ratings (b)										June 30, 2019			3Q19 change in unrealized gain (loss)			Sept. 30, 2019					Fair value as a % of amortized cost (a)		Unrealized gain (loss)				Ratings (b)
	March 31, 2019						June 30, 2019																	BB+ and lower				June 30, 2019						Sept. 30, 2019																BB+ and lower
(dollars in millions)	Fair value						Amortized cost		Fair value									AAA/ AA-		A+/ A-		BBB+/ BBB-		BB+ and lower		Not rated		Fair value						Amortized cost		Fair value								AAA/ AA-		A+/ A-		BBB+/ BBB-		BB+ and lower		Not rated
Agency RMBS	$	50,872		$	503		$	52,816	$	52,860		100	%	$	44			100	%	—	%	—	%	—	%	—	%	$	52,860		$	199		$	53,011	$	53,254			100	%	$	243			100	%	—	%	—	%	—	%	—	%
U.S. Treasury	19,545			82			18,272		18,284			100		12				100		—		—		—		—		18,284			32			18,497		18,541				100		44				100		—		—		—		—
Sovereign debt/sovereign guaranteed (c)	12,811			32			13,007		13,146			101		139				76		3		20		1		—		13,146			26			13,767		13,932			101		165				76		4		19		1		—
Agency commercial mortgage-backed securities (“MBS”)	10,800			56			10,678		10,689			100		11				100		—		—		—		—		10,689			86			10,501		10,598			101		97				100		—		—		—		—
Supranational	3,541			13			3,903		3,925			101		22				100		—		—		—		—		3,925			14			4,077		4,113			101		36				100		—		—		—		—
U.S. government agencies	3,556			8			3,861		3,866			100		5				100		—		—		—		—
CLOs	3,373			9			3,665		3,649			100		(16		)		98		—		—		1		1		3,649			2			3,882		3,868			100		(14		)		99		—		—		1		—
Foreign covered bonds (d)	3,053			12			3,465		3,479			100		14				100		—		—		—		—		3,479			5			3,651		3,670			101		19				100		—		—		—		—
U.S. government agencies																												3,866			31			3,308		3,344			101		36				100		—		—		—		—
Other asset-backed securities (“ABS”)	2,037			6			2,466		2,470			100		4				100		—		—		—		—		2,470			3			2,477		2,484			100		7				100		—		—		—		—
Non-agency commercial MBS	1,476			30			1,968		1,993			101		25				98		2		—		—		—		1,993			18			2,207		2,250			102		43				98		2		—		—		—
Non-agency RMBS (e)	1,354			(1		)	1,090		1,314			121		224				13		12		5		44		26
Foreign government agencies (e)																												1,599			8			2,175		2,183			100		8				95		5		—		—		—
Non-agency RMBS (f)																												1,314			(12		)	1,089		1,301			120		212				19		11		5		41		24
State and political subdivisions	2,183			10			1,270		1,297			102		27				72		27		—		—		1		1,297			(2		)	1,175		1,200			102		25				70		29		—		—		1
Corporate bonds	903			13			889		905			102		16				16		69		15		—		—		905			5			858		879			103		21				16		68		16		—		—
Other	1,476			1			1,671		1,674			100		3				89		7		—		—		4		75			—			71		74			104		3				—		—		—		—		100
Total securities	$	116,980	(f)	$	774		$	119,021	$	119,551	(f)	100	%	$	530		(f)(g)	95	%	2	%	2	%	1	%	—	%	$	119,551	(g)	$	415		$	120,746	$	121,691	(g)	101	%	$	945		(g)(h)	95	%	2	%	2	%	1	%	—	%


(a)	Amortized cost reflects historical impairments.


(b)	Represents ratings by Standard & Poor’s (“S&P”) or the equivalent.


(c)	Primarily consists of exposure to UK, France, Germany, ~~France,~~ Spain, Italy and the Netherlands.


(d)	Primarily consists of exposure to Canada, UK, Australia and Sweden.


(e)	Primarily consists of exposure to Germany, the Netherlands and Sweden.


(f)	Includes RMBS that were included in the former Grantor Trust of ~~$791 million at March 31, 2019 and~~ $753 million at June 30, 2019 and $689 million at Sept. 30, 2019.


~~(f)~~(g)	Includes net unrealized losses on derivatives hedging securities available-for-sale of ~~$252 million at March 31, 2019 and~~ $737 million at June 30, 2019 and $963 million at Sept. 30, 2019.


~~(g)~~(h)	Unrealized gains of ~~$384~~$631 million at ~~June~~Sept. 30, 2019 related to available-for-sale securities, net of hedges.

The fair value of our securities portfolio, including related hedges, was ~~$119.6~~$121.7 billion at ~~June~~Sept. 30, 2019, compared with $119.2 billion at Dec. 31, 2018. ~~Lower investments in U.S. Treasury and state and political subdivision securities were more than offset~~

byThe increase primarily reflects additional investments in ~~agency RMBS,~~ sovereign debt/sovereign guaranteed, ~~securities~~agency RMBS, and an increase in the net unrealized pre-tax gain, as well as additional investments in nearly all other types of securities, partially offset by net maturities and sales of U.S. Treasury and state and political subdivision securities.

~~BNY Mellon 21~~

At ~~June~~Sept. 30, 2019, the total securities portfolio had a net unrealized gain of $~~530~~945 million,, compared with a net unrealized loss of $907 million at Dec. 31, 2018, including the impact of related hedges. The increase

in the net unrealized pre-tax gain was primarily driven by lower market interest rates.

The unrealized gain (after-tax) on our available-for-sale securities portfolio, net of hedges, included in accumulated other comprehensive income (“OCI”) was $~~287~~473 million at ~~June~~Sept. 30, 2019, compared with an unrealized loss (after-tax) of $167 million at Dec. 31, 2018.

At ~~June~~Sept. 30, 2019, 95% of the securities in our portfolio were rated AAA/AA-, unchanged when compared with Dec. 31, 2018.

See Note 4 of the Notes to Consolidated Financial Statements for the pre-tax net securities ~~gains~~ (losses) gains

22 BNY Mellon

by security type. See Note 16 of the Notes to Consolidated Financial Statements for details of securities by level in the fair value hierarchy.

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


Net premium amortization and discount accretion of securities (a)
(dollars in millions)	2Q19		1Q19		4Q18		3Q18		2Q18		3Q19		2Q19		1Q19		4Q18		3Q18
Amortizable purchase premium (net of discount) relating to securities:
Balance at period end	$	1,315	$	1,388	$	1,429	$	1,536	$	1,642	$	1,308	$	1,315	$	1,388	$	1,429	$	1,536
Estimated average life remaining at period end (in years)	4.5		4.8		5.0		5.2		5.3		4.2		4.5		4.8		5.0		5.2
Amortization	$	91	$	78	$	92	$	108	$	115	$	95	$	91	$	78	$	92	$	108
Accretable discount related to the prior restructuring of the securities portfolio:
Balance at period end	$	181	$	193	$	207	$	224	$	239	$	171	$	181	$	193	$	207	$	224
Estimated average life remaining at period end (in years)	6.3		6.3		6.3		6.3		6.3		6.3		6.3		6.3		6.3		6.3
Accretion	$	13	$	16	$	17	$	20	$	24	$	13	$	13	$	16	$	17	$	20


(a)	Amortization of purchase premium decreases net interest revenue while accretion of discount increases net interest revenue. Both were recorded on a level yield basis.

Loans


Total exposure – consolidated	June 30, 2019						Dec. 31, 2018						Sept. 30, 2019						Dec. 31, 2018
(in billions)	Loans		Unfunded commitments		Total exposure		Loans		Unfunded commitments		Total exposure		Loans		Unfunded commitments		Total exposure		Loans		Unfunded commitments		Total exposure
Non-margin loans:
Financial institutions	$	11.5	$	35.6	$	47.1	$	11.6	$	34.0	$	45.6	$	13.4	$	34.9	$	48.3	$	11.6	$	34.0	$	45.6
Commercial	1.7		13.6		15.3		2.1		15.2		17.3		1.7		13.2		14.9		2.1		15.2		17.3
Subtotal institutional	13.2		49.2		62.4		13.7		49.2		62.9		15.1		48.1		63.2		13.7		49.2		62.9
Wealth management loans and mortgages	15.7		0.8		16.5		16.0		0.8		16.8		15.9		0.8		16.7		16.0		0.8		16.8
Commercial real estate	5.2		3.6		8.8		4.8		3.5		8.3		5.3		3.9		9.2		4.8		3.5		8.3
Lease financings	1.2		—		1.2		1.3		—		1.3		1.1		—		1.1		1.3		—		1.3
Other residential mortgages	0.6		—		0.6		0.6		—		0.6		0.5		—		0.5		0.6		—		0.6
Overdrafts	4.7		—		4.7		5.5		—		5.5		5.3		—		5.3		5.5		—		5.5
Other	1.2		—		1.2		1.2		—		1.2		1.2		—		1.2		1.2		—		1.2
Subtotal non-margin loans	41.8		53.6		95.4		43.1		53.5		96.6		44.4		52.8		97.2		43.1		53.5		96.6
Margin loans	10.6		0.1		10.7		13.5		0.1		13.6		10.5		0.1		10.6		13.5		0.1		13.6
Total	$	52.4	$	53.7	$	106.1	$	56.6	$	53.6	$	110.2	$	54.9	$	52.9	$	107.8	$	56.6	$	53.6	$	110.2

~~22 BNY Mellon~~

At ~~June~~Sept. 30, 2019, total exposures of ~~$106.1~~$107.8 billion decreased 4%2% compared with Dec. 31, 2018, primarily reflecting lower margin loans and commercial exposure, ~~and overdrafts,~~ partially offset by higher financial institutions exposure.

Our financial institutions and commercial portfolios comprise our largest concentrated risk. These portfolios comprised 59% of our total exposure at ~~June~~Sept. 30, 2019 and 57% at Dec. 31, 2018. Additionally, most of our overdrafts relate to financial institutions.

BNY Mellon 23

Financial institutions

The financial institutions portfolio is shown below.


Financial institutions portfolio exposure (dollars in billions)	June 30, 2019										Dec. 31, 2018						Sept. 30, 2019										Dec. 31, 2018
	Loans		Unfunded commitments		Total exposure		% Inv. grade		% due <1 yr.		Loans		Unfunded commitments		Total exposure		Loans		Unfunded commitments		Total exposure		% Inv. grade		% due <1 yr.		Loans		Unfunded commitments		Total exposure
Securities industry	$	2.5	$	24.3	$	26.8	99	%	92	%	$	3.1	$	22.5	$	25.6	$	3.2	$	23.4	$	26.6	100	%	94	%	$	3.1	$	22.5	$	25.6
Banks																	7.9		1.2		9.1		80		97		6.3		1.6		7.9
Asset managers	1.4		6.7		8.1		98		81		1.3		6.1		7.4		1.3		6.7		8.0		98		81		1.3		6.1		7.4
Banks	6.5		1.0		7.5		76		98		6.3		1.6		7.9
Insurance	0.1		2.4		2.5		100		10		0.1		2.5		2.6		0.1		2.5		2.6		100		14		0.1		2.5		2.6
Government	0.1		0.3		0.4		100		16		0.1		0.5		0.6		0.1		0.3		0.4		100		16		0.1		0.5		0.6
Other	0.9		0.9		1.8		86		56		0.7		0.8		1.5		0.8		0.8		1.6		96		60		0.7		0.8		1.5
Total	$	11.5	$	35.6	$	47.1	95	%	85	%	$	11.6	$	34.0	$	45.6	$	13.4	$	34.9	$	48.3	95	%	86	%	$	11.6	$	34.0	$	45.6

The financial institutions portfolio exposure was ~~$47.1~~$48.3 billion at ~~June~~Sept. 30, 2019, an increase of 3%6% from Dec. 31, 2018, primarily reflecting higher exposure toin the banks, securities industry and asset managers ~~portfolios, partially offset by lower exposure to the banks portfolio.~~portfolios.

Financial institution exposures are high-quality, with 95% of the exposures meeting the investment grade equivalent criteria of our internal credit rating classification at ~~June~~Sept. 30, 2019. Each customer is assigned an internal credit rating, which is mapped to an equivalent external rating agency grade based upon a number of dimensions, which are continually evaluated and may change over time. The exposure to financial institutions is generally short-term. Of these exposures, 85% expire within one year and 16% expire within 90 days. In addition, 84% of the financial institutions exposure is secured. For example, securities industry clients and asset managers often borrow against marketable securities held in custody.

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

rating assigned to the counterparty or the underlying collateral.

In addition, 82% 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 86% of the exposures expiring within one year. At Sept. 30, 2019, 61% of the exposure to

financial institutions expires within 90 days, compared with 16% at June 30, 2019. Secured intraday credit facilities represent nearly half of the exposure in the financial institutions portfolio and are reviewed and reapproved annually.

At Sept. 30, 2019, the secured intraday credit provided to dealers in connection with their tri-party repo activity totaled $20.6 billion and ~~was primarily~~are included in the securities industry portfolio. Dealers secure the outstanding intraday credit with high-quality liquid collateral having a market value in excess of the amount of the outstanding credit.

Our bank exposure primarily relates to our global trade finance. These exposures are short-term in nature, with ~~98%~~97% due in less than one year. The investment grade percentage of our bank exposure was ~~76%~~80% at ~~June~~Sept. 30, 2019, compared with 77% at Dec. 31, 2018. Our non-investment grade exposures are primarily in Brazil. These loans are primarily trade finance loans.

The asset manager portfolio exposure was high-quality, with 98% of the exposures meeting our investment grade equivalent ratings criteria as of ~~June~~Sept. 30, 2019. These exposures are generally short-term liquidity facilities, with the majority to regulated mutual funds.

24 BNY Mellon 23

Commercial

The commercial portfolio is presented below.


Commercial portfolio exposure	June 30, 2019										Dec. 31, 2018						Sept. 30, 2019										Dec. 31, 2018
(dollars in billions)	Loans		Unfunded commitments		Total exposure		% Inv. grade		% due <1 yr.		Loans		Unfunded commitments		Total exposure		Loans		Unfunded commitments		Total exposure		% Inv. grade		% due <1 yr.		Loans		Unfunded commitments		Total exposure
Manufacturing	$	0.7	$	4.7	$	5.4	94	%	7	%	$	0.8	$	5.1	$	5.9	$	0.8	$	4.7	$	5.5	92	%	12	%	$	0.8	$	5.1	$	5.9
Services and other	0.7		3.9		4.6		96		16		0.7		4.8		5.5		0.7		3.7		4.4		97		17		0.7		4.8		5.5
Energy and utilities	0.3		3.8		4.1		95		7		0.5		4.1		4.6		0.2		3.8		4.0		98		4		0.5		4.1		4.6
Media and telecom	—		1.2		1.2		93		8		0.1		1.2		1.3		—		1.0		1.0		92		—		0.1		1.2		1.3
Total	$	1.7	$	13.6	$	15.3	95	%	10	%	$	2.1	$	15.2	$	17.3	$	1.7	$	13.2	$	14.9	95	%	11	%	$	2.1	$	15.2	$	17.3

The commercial portfolio exposure was ~~$15.3~~$14.9 billion at ~~June~~Sept. 30, 2019, a decrease of ~~12%~~14% from Dec. 31, 2018, ~~primarily driven by~~reflecting lower ~~unfunded commitments.~~exposure in all the portfolios.

Utilities-related exposure represents approximately ~~76%~~75% of the energy and utilities portfolio at ~~June~~Sept. 30, 2019. ~~Included in this portfolio is unsecured funded exposure of approximately $100 million to a California utility company that filed for bankruptcy in the first quarter of 2019.~~ In July, we entered into agreements to sell all of this exposure, which are expected to settle in the third quarter of 2019, and will result in an $8 million reduction to the allowance for credit losses.

The ~~remaining~~ exposure in the energy and utilities portfolio, which includes exposure to refining, exploration and production companies and integrated companies, ~~and pipelines,~~ was ~~94%~~98% investment grade at ~~June~~Sept. 30, 2019, and 88% at Dec. 31, 2018. In the third quarter of 2019, we sold the remaining exposure related to a California utility company that had filed for bankruptcy of approximately $100 million.

Our credit strategy is to focus on investment grade clients that are active users of our non-credit services. The following table summarizes the percentage of the financial institutions and commercial portfolio exposures that are investment grade.


Percentage of the portfolios that are investment grade	Percentage of the portfolios that are investment grade										Percentage of the portfolios that are investment grade
	Quarter ended										Quarter ended
	June 30, 2019		March 31, 2019		Dec. 31, 2018		Sept. 30, 2018		June 30, 2018		Sept. 30, 2019		June 30, 2019		March 31, 2019		Dec. 31, 2018		Sept. 30, 2018
Financial institutions	95	%	94	%	95	%	94	%	94	%	95	%	95	%	94	%	95	%	94	%
Commercial	95	%	95	%	95	%	95	%	96	%	95	%	95	%	95	%	95	%	95	%

Wealth management loans and mortgages

Our wealth management exposure was ~~$16.5~~$16.7 billion at ~~June~~Sept. 30, 2019, compared with $16.8 billion at Dec. 31, 2018. Wealth management loans and mortgages primarily consist of loans to high-net-worth individuals, which are secured by marketable securities and/or residential property. Wealth management mortgages are primarily interest-only, adjustable-rate mortgages with a weighted-average

loan-to-value ratio of 62% at origination. Less than 1% of the mortgages were past due at ~~June~~Sept. 30, 2019.

At ~~June~~Sept. 30, 2019, the wealth management mortgage portfolio consisted of the following geographic concentrations: California - 23%; New York - 18%; Massachusetts - 10%; Florida - 8%; and other - 41%.

Commercial real estate

Our commercial real estate exposure totaled ~~$8.8~~$9.2 billion at ~~June~~Sept. 30, 2019, compared with $8.3 billion at Dec. 31, 2018. Our income-producing commercial real estate facilities are focused on experienced owners and are structured with moderate leverage based on existing cash flows. Our commercial real estate lending activities also include construction and renovation facilities. Our client base consists of experienced developers and long-term holders of real estate assets. Loans are approved on the basis of existing or projected cash flows and supported by appraisals and knowledge of local market conditions. Development loans are structured with moderate leverage, and in many instances, involve some level of recourse to the developer.

At ~~June~~Sept. 30, 2019, ~~63%~~65% of our commercial real estate portfolio was secured. The secured portfolio is diverse by project type, with ~~42%~~45% secured by residential buildings, ~~40%~~39% secured by office

~~24 BNY Mellon~~

buildings, 9%8% secured by retail properties and 9%8% secured by other categories. Approximately 96% of the unsecured portfolio consists of real estate investment trusts (“REITs”) and real estate operating companies, which are both predominantly investment grade.

At ~~June~~Sept. 30, 2019, our commercial real estate portfolio consisted of the following concentrations:

BNY Mellon 25

New York metro - ~~42%~~46%; REITs and real estate operating companies - ~~36%~~33%; and other - ~~22%~~21%.

Lease financings

The leasing portfolio exposure totaled ~~$1.2~~$1.1 billion at ~~June~~Sept. 30, 2019 and $1.3 billion at Dec. 31, 2018 and consisted of exposures backed by well-diversified assets, including large-ticket transportation equipment, the largest consisting of passenger and freight train cars. In the third quarter of 2019, we recorded a lease-related impairment of $70 million. At ~~June~~Sept. 30, 2019, approximately ~~97%~~98% of the leasing portfolio exposure was investment grade, or investment grade equivalent.

Other residential mortgages

The other residential mortgages portfolio primarily consists of 1-4 family residential mortgage loans and totaled ~~$549~~$520 million at ~~June~~Sept. 30, 2019 and $594 million at Dec. 31, 2018. Included in this portfolio at ~~June~~Sept. 30, 2019 were ~~$111~~$102 million of mortgage loans purchased in 2005, 2006 and the first quarter of 2007, of which ~~10%~~11% of the serviced loan balance was at least 60 days delinquent.

Overdrafts

Overdrafts primarily relate to custody and securities clearance clients and are generally repaid within two business days.

Other loans

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

Margin loans

Margin loan exposure of ~~$10.7~~$10.6 billion at ~~June~~Sept. 30, 2019 and $13.6 billion at Dec. 31, 2018 was collateralized with marketable securities. Borrowers are required to maintain a daily collateral margin in excess of 100% of the value of the loan. Margin loans included $1.1 billion at ~~June~~Sept. 30, 2019 and $2.6 billion at Dec. 31, 2018 related to a term loan program that offers fully collateralized loans to broker-dealers. The decrease in margin loans was primarily driven by lower client demand.

Asset quality and allowance for credit losses

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

~~BNY Mellon 25~~

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


Allowance for credit losses activity	June 30, 2019			March 31, 2019			Dec. 31, 2018			June 30, 2018			Sept. 30, 2019			June 30, 2019			Dec. 31, 2018			Sept. 30, 2018
(dollars in millions)
Non-margin loans	$	41,794		$	41,176		$	43,080		$	42,719		$	44,417		$	41,794		$	43,080		$	40,519
Margin loans	10,602			12,311			13,484			15,057			10,464			10,602			13,484			13,468
Total loans	$	52,396		$	53,487		$	56,564		$	57,776		$	54,881		$	52,396		$	56,564		$	53,987
Beginning balance of allowance for credit losses	$	248		$	252		$	251		$	256		$	241		$	248		$	251		$	254
Provision for credit losses	(8		)	7			—			(3		)	(16		)	(8		)	—			(3		)
Net recoveries (charge-offs):
Net (charge-offs) recoveries:
Commercial													(1		)	—			—			—
Wealth management loans and mortgages													—			(1		)	—			—
Other residential mortgages	2			—			—			1			—			2			—			—
Wealth management loans and mortgages	(1		)	—			—			—
Commercial	—			(11		)	—			—
Foreign	—			—			1			—			—			—			1			—
Net recoveries (charge-offs)	1			(11		)	1			1
Net (charge-offs) recoveries													(1		)	1			1			—
Ending balance of allowance for credit losses	$	241		$	248		$	252		$	254		$	224		$	241		$	252		$	251
Allowance for loan losses	$	146		$	146		$	146		$	145		$	127		$	146		$	146		$	140
Allowance for lending-related commitments	95			102			106			109			97			95			106			111
Allowance for loan losses as a percentage of total loans	0.28		%	0.27		%	0.26		%	0.25		%	0.23		%	0.28		%	0.26		%	0.26		%
Allowance for loan losses as a percentage of non-margin loans	0.35			0.35			0.34			0.34			0.29			0.35			0.34			0.35
Total allowance for credit losses as a percentage of total loans	0.46			0.46			0.45			0.44			0.41			0.46			0.45			0.46
Total allowance for credit losses as a percentage of non-margin loans	0.58			0.60			0.58			0.59			0.50			0.58			0.58			0.62

26 BNY Mellon

The allowance for credit losses decreased ~~$11~~$28 million compared with Dec. 31, 2018, primarily reflecting the sale of the remaining exposure related to a ~~decrease in loans~~California utility company that had filed for bankruptcy and lower lending-related commitments.

The provision for credit losses was a credit of $16 million in the third quarter 2019 due in part from the sale of the remaining exposure related to a California utility company that had filed for bankruptcy. The provision for credit losses was a credit of $8 million in the second quarter of 2019 driven by lower credit ~~exposure. The provision~~exposure, and a credit of $7$3 million in the ~~first~~third quarter ~~2019 was driven by our exposure to a California utility company that filed for bankruptcy.~~of 2018.

We had ~~$10.6~~$10.5 billion of secured margin loans on our balance sheet at ~~June~~Sept. 30, 2019 compared with $13.5 billion at Dec. 31, 2018 and ~~$15.1 billion at June~~Sept. 30, 2018. We have rarely suffered a loss on these types of loans and do not allocate any of our allowance for credit losses to them. As a result, we believe that the ratio of total allowance for credit losses as a percentage of non-margin loans is a more appropriate metric to measure the adequacy of the reserve.

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

Based on an evaluation of the allowance for credit losses as discussed in “Critical accounting estimates” and Note 1 of the Notes to Consolidated Financial Statements, both in our 2018 Annual Report, we have allocated our allowance for credit losses as ~~follows.~~presented below.

Allocation of allowance June 30, 2019
March 31, 2019
Dec. 31, 2018
June 30, 2018

Commercial 32 % 33 % 32 % 30 %
Commercial real estate 30
30
30
29
Foreign 13
12
13
13
Financial institutions 9
9
9
10

Wealth management (a)
8
8
8
9
Other residential mortgages 6
6
6
7
Lease financing 2
2
2
2
Total 100 % 100 % 100 % 100 %



Allocation of allowance	Sept. 30, 2019		June 30, 2019		Dec. 31, 2018		Sept. 30, 2018
Allocation of allowance	Sept. 30, 2019		June 30, 2019		Dec. 31, 2018		Sept. 30, 2018
Commercial real estate	35	%	30	%	30	%	29	%
Commercial	27		32		32		30
Foreign	13		13		13		13
Financial institutions	9		9		9		10
Wealth management (a)	9		8		8		9
Other residential mortgages	6		6		6		7
Lease financings	1		2		2		2
Total	100	%	100	%	100	%	100	%


(a)	Includes the allowance for wealth management mortgages.

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

The credit rating assigned to each credit is a significant variable in determining the allowance. If each credit were rated one grade better, the allowance would have decreased by ~~$56~~$55 million, while if each credit were rated one grade worse, the allowance would have increased by ~~$107~~$91 million. Similarly, if the loss given default were one rating worse, the allowance would have increased by ~~$34~~$52 million, while if the loss given default were one rating better,

~~26 BNY Mellon~~

the allowance would have decreased by ~~$28~~$55 million. For impaired credits, if the net carrying value of the loans was 10% higher or lower, the allowance would have decreased or increased by less than $1 million, respectively.

Nonperforming assets

The table below presents our nonperforming assets.

Nonperforming assets June 30, 2019
Dec. 31, 2018
(dollars in millions)
Nonperforming loans:
Commercial $ 96
$ —
Other residential mortgages 65
67
Wealth management loans and mortgages 23
9
Total nonperforming loans 184
76
Other assets owned 2
3
Total nonperforming assets (a)
$ 186
$ 79
Nonperforming assets ratio 0.35 % 0.14 %
Nonperforming assets ratio, excluding margin loans 0.45
0.18
Allowance for loan losses/nonperforming loans 79.3
192.1
Allowance for loan losses/nonperforming assets 78.5
184.8
Total allowance for credit losses/nonperforming loans 131.0
331.6
Total allowance for credit losses/nonperforming assets 129.6
319.0


~~(a)~~	In the second quarter 2019, we refined the application of our nonperforming assets policy for first lien residential mortgage loans greater than 90 days delinquent that resulted in a $12 million increase in nonperforming assets.



Nonperforming assets	Sept. 30, 2019			Dec. 31, 2018
(dollars in millions)
Nonperforming loans:
Other residential mortgages	$	62		$	67
Wealth management loans and mortgages	24			9
Total nonperforming loans	86			76
Other assets owned	2			3
Total nonperforming assets	$	88		$	79
Nonperforming assets ratio	0.16		%	0.14		%
Nonperforming assets ratio, excluding margin loans	0.20			0.18
Allowance for loan losses/nonperforming loans	147.7			192.1
Allowance for loan losses/nonperforming assets	144.3			184.8
Total allowance for credit losses/nonperforming loans	260.5			331.6
Total allowance for credit losses/nonperforming assets	254.5			319.0

Nonperforming assets activity June 30, 2019
Dec. 31, 2018
(in millions)
Balance at beginning of quarter $ 174
$ 81
Additions 17
4
Return to accrual status —
(1 )
Charge-offs 1
(1 )
Paydowns/sales (6 ) (4 )
Balance at end of quarter $ 186
$ 79

Nonperforming assets increased ~~by $107~~$9 million compared with Dec. 31, 2018, primarily reflecting ~~loans to a California utility company that filed for bankruptcy.~~ ~~Our~~the second quarter 2019 refinement of the application of our nonperforming assets ~~are expected to decrease in the third quarter of 2019 as a result of sales of the~~policy for first lien residential mortgage loans ~~related to this utility company.~~greater than 90 days delinquent.

Deposits

Total deposits were ~~$252.9~~$249.7 billion at ~~June~~Sept. 30, 2019, an increase of 6%5%, compared with $238.8 billion at Dec. 31, 2018. The increase reflects higher interest-bearing deposits in both U.S. and non-U.S. offices,

BNY Mellon 27

partially offset by lower noninterest-bearing deposits principally in U.S. offices.

Noninterest-bearing deposits were ~~$58.3~~$55.5 billion at ~~June~~Sept. 30, 2019 compared with $70.8 billion at Dec. 31, 2018. Interest-bearing deposits were ~~$194.6~~$194.2 billion at ~~June~~Sept. 30, 2019 compared with $168.0 billion at Dec. 31, 2018.

Short-term borrowings

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

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

																			Federal funds purchased and securities sold under repurchase agreements
	Quarter ended									Quarter ended
(dollars in millions)	June 30, 2019			March 31, 2019			June 30, 2018			Sept. 30, 2019			June 30, 2019			Sept. 30, 2018
Maximum month-end balance during the quarter	$	12,127		$	12,113		$	14,138		$	16,967		$	12,127		$	13,020
Average daily balance (a)	$	11,809		$	11,922		$	18,146		$	13,432		$	11,809		$	14,199
Weighted-average rate during the quarter (a)	12.64		%	11.26		%	3.48		%	13.08		%	12.64		%	5.33		%
Ending balance (b)	$	11,757		$	11,761		$	13,200		$	11,796		$	11,757		$	10,158
Weighted-average rate at period end (b)	14.43		%	9.82		%	4.24		%	11.70		%	14.43		%	7.33		%

(a)

Includes the average impact of offsetting under enforceable netting agreements of $67,519 million for the third quarter of 2019, $50,710 million for the second quarter of 2019 ~~$44,091~~and $25,922 million for the ~~first quarter of 2019 and $17,975 million for the second~~third quarter of 2018. On a Non-GAAP basis, excluding the impact of offsetting, the weighted-average rates would have been 2.17% for the third quarter of 2019, 2.39% for the second quarter of 2019 ~~2.40%~~and 1.88% for the ~~first quarter of 2019 and 1.75% for the second~~third quarter of 2018. We believe providing the rates excluding the impact of netting is useful to investors as it is more reflective of the actual rates paid.


(b)	Includes the impact of offsetting under enforceable netting agreements of $60,094 million at Sept. 30, 2019, $78,433 million at June 30, 2019 ~~$47,461~~and $58,540 million at ~~March 31, 2019 and $36,766 million at June~~Sept. 30, 2018.

~~BNY Mellon 27~~

Fluctuations of federal funds purchased and securities sold under repurchase agreements between periods reflect changes in overnight borrowing opportunities. The ~~increase~~fluctuations in the weighted-average rates

compared with ~~both March 31,~~June 30, 2019 and ~~June~~Sept. 30, 2018, primarily ~~reflects the increase in~~reflect repurchase agreement activity with the Fixed Income Clearing Corporation (“FICC”), where we record interest expense gross, but the ending and average balances reflect the impact of offsetting under enforceable netting agreements. ~~The increased~~This activity primarily relates to government securities collateralized resale and repurchase agreements executed with clients that are novated to and settle with the FICC.

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

																			Payables to customers and broker-dealers
	Quarter ended									Quarter ended
(dollars in millions)	June 30, 2019			March 31, 2019			June 30, 2018			Sept. 30, 2019			June 30, 2019			Sept. 30, 2018
Maximum month-end balance during the quarter	$	19,149		$	20,343		$	20,349		$	19,103		$	19,149		$	19,232
Average daily balance (a)	$	18,679		$	19,291		$	19,402		$	18,619		$	18,679		$	19,073
Weighted-average rate during the quarter (a)	1.76		%	1.76		%	1.10		%	1.52		%	1.76		%	1.23		%
Ending balance	$	18,946		$	19,310		$	19,123		$	18,364		$	18,946		$	18,683
Weighted-average rate at period end	1.73		%	1.75		%	1.08		%	1.34		%	1.73		%	1.30		%


(a)	The weighted-average rate is calculated based on, and is applied to, the average interest-bearing payables to customers and broker-dealers, which were $15,440 million in the third quarter of 2019, $15,666 million in the second quarter of 2019 ~~$16,108 million in the first quarter of 2019~~ and ~~$16,349~~$16,252 million in the ~~second~~third quarter of 2018.

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

Information related to commercial paper is presented below.


Commercial paper	Quarter ended									Quarter ended
(dollars in millions)	June 30, 2019			March 31, 2019			June 30, 2018			Sept. 30, 2019			June 30, 2019			Sept. 30, 2018
Maximum month-end balance during the quarter	$	8,894		$	4,601		$	4,470		$	5,692		$	8,894		$	4,422
Average daily balance	$	2,957		$	1,377		$	3,869		$	3,796		$	2,957		$	3,102
Weighted-average rate during the quarter	2.43		%	2.44		%	2.13		%	2.26		%	2.43		%	2.10		%
Ending balance	$	8,894		$	2,773		$	2,508		$	3,538		$	8,894		$	735
Weighted-average rate at period end	2.35		%	2.40		%	2.24		%	1.88		%	2.35		%	2.06		%

The Bank of New York Mellon issues commercial paper that matures within 397 days from date of issue

28 BNY Mellon

and is not redeemable prior to maturity or subject to voluntary prepayment. The fluctuations in the commercial paper balances, compared with prior periods, primarily reflect funding of investments in short-term assets.

Information related to other borrowed funds is presented below.


Other borrowed funds	Quarter ended									Quarter ended
(dollars in millions)	June 30, 2019			March 31, 2019			June 30, 2018			Sept. 30, 2019			June 30, 2019			Sept. 30, 2018
Maximum month-end balance during the quarter	$	2,732		$	3,969		$	3,053		$	1,358		$	2,732		$	3,269
Average daily balance	$	2,455		$	3,305		$	2,399		$	1,148		$	2,455		$	2,747
Weighted-average rate during the quarter	3.36		%	2.87		%	2.40		%	3.24		%	3.36		%	2.33		%
Ending balance	$	1,921		$	3,932		$	3,053		$	820		$	1,921		$	2,934
Weighted-average rate at period end	3.84		%	3.31		%	2.53		%	3.16		%	3.84		%	2.48		%

Other borrowed funds primarily include borrowings from the Federal Home Loan Bank (“FHLB”), overdrafts of sub-custodian account balances in our Investment Services businesses, finance lease liabilities and borrowings under lines of credit by our Pershing subsidiaries. Overdrafts typically relate to timing differences for settlements. The decrease in other borrowed funds, compared with prior periods, primarily reflects a decrease in borrowings from the FHLB.

~~28 BNY Mellon~~

Liquidity and dividends

BNY Mellon defines liquidity as the ability of the Parent and its subsidiaries to access funding or convert assets to cash quickly and efficiently, or to roll over or issue new debt, especially during periods of market stress, at a reasonable cost, and in order to meet its short-term (up to one year) obligations. Funding liquidity risk is the risk that BNY Mellon cannot meet its cash and collateral obligations at a reasonable cost for both expected and unexpected cash flow and collateral needs without adversely affecting daily operations or our financial condition.

Funding liquidity risk can arise from funding mismatches, market constraints from the inability to convert assets into cash, the inability to hold or raise cash, low overnight deposits, deposit run-off or contingent liquidity events.

We also manage liquidity risk on an intraday basis. Intraday liquidity risk is the risk that BNY Mellon cannot access funds during the business day to make payments or settle immediate obligations, usually in real time. Intraday liquidity risk can arise from timing mismatches, market constraints from the inability to convert assets into cash, the inability to raise cash intraday, low overnight deposits and/or adverse stress events.

Changes in economic conditions or exposure to credit, market, operational, legal and reputational risks also can affect BNY Mellon’s liquidity risk profile and are considered in our liquidity risk framework.

The Parent’s policy is to have access to sufficient unencumbered cash and cash equivalents at each quarter-end to cover forecasted debt redemptions, net interest payments and net tax payments for the following 18-month period, and to provide sufficient collateral to satisfy transactions subject to Section 23A of the Federal Reserve Act.

As of ~~June~~Sept. 30, 2019, the Parent was in compliance with this policy.

For additional information on our liquidity policy, see “Risk Management - Liquidity risk” in our 2018 Annual Report.

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


Available funds	June 30, 2019			Dec. 31, 2018			Average									Sept. 30, 2019			Dec. 31, 2018			Average
(dollars in millions)							2Q19			1Q19			2Q18									3Q19			2Q19			3Q18
Cash and due from banks	$	5,556		$	5,864		$	5,083		$	4,853		$	4,916		$	6,718		$	5,864		$	5,250		$	5,083		$	5,000
Interest-bearing deposits with the Federal Reserve and other central banks	69,700			67,988			61,756			63,583			69,676			73,811			67,988			60,030			61,756			61,216
Interest-bearing deposits with banks	15,491			14,148			13,666			13,857			15,748			15,417			14,148			15,324			13,666			14,691
Federal funds sold and securities purchased under resale agreements	61,201			46,795			38,038			28,968			28,051			43,723			46,795			40,816			38,038			26,738
Total available funds	$	151,948		$	134,795		$	118,543		$	111,261		$	118,391		$	139,669		$	134,795		$	121,420		$	118,543		$	107,645
Total available funds as a percentage of total assets	40		%	37		%	35		%	33		%	34		%	37		%	37		%	35		%	35		%	32		%

BNY Mellon 29

Total available funds were $~~151.9~~139.7 billion at ~~June~~Sept. 30, 2019, compared with $134.8 billion at Dec. 31, 2018. The increase was primarily due to higher ~~federal funds sold and securities purchased under resale agreements and~~ interest-bearing deposits with the Federal Reserve and other central ~~banks.~~banks and interest-bearing deposits with banks, partially offset by lower federal funds sold and securities purchased under resale agreements.

Average non-core sources of funds, such as federal funds purchased and securities sold under repurchase agreements, trading liabilities, commercial paper and other borrowed funds, were ~~$18.4~~$18.9 billion for the ~~six~~nine months ended ~~June~~Sept. 30, 2019 and ~~$25.7~~$24.2 billion for the ~~six~~nine months ended ~~June~~Sept. 30, 2018. The decrease was primarily ~~reflects a decrease in~~due to lower federal funds

purchased and securities sold under repurchase agreements.

Average foreign deposits, primarily from our European-based Investment Services businesses, were ~~$91.4~~$92.5 billion for the ~~six~~nine months ended ~~June~~Sept. 30, 2019, compared with ~~$101.3~~$97.7 billion for the ~~six~~nine months ended ~~June~~Sept. 30, 2018. The decrease primarily reflects client activity. Average interest-bearing domestic deposits were ~~$72.4~~$75.8 billion for the ~~six~~nine months ended ~~June~~Sept. 30, 2019 and ~~$52.9~~$54.6 billion for the ~~six~~nine months ended ~~June~~Sept. 30, 2018. The increase primarily reflects an increase in demand and time deposits.

~~BNY Mellon 29~~

Average payables to customers and broker-dealers were ~~$15.9~~$15.7 billion for the ~~six~~nine months ended ~~June~~Sept. 30, 2019 and ~~$16.7~~$16.6 billion for the ~~six~~nine months ended ~~June~~Sept. 30, 2018. Payables to customers and broker-dealers are driven by customer trading activity and market volatility.

Average long-term debt was ~~$28.0~~$28.1 billion for the ~~six~~nine months ended ~~June~~Sept. 30, 2019 and ~~$28.4~~$28.3 billion for the ~~six~~nine months ended ~~June~~Sept. 30, 2018.

Average noninterest-bearing deposits decreased to ~~$53.8~~$52.2 billion for the ~~six~~nine months ended ~~June~~Sept. 30, 2019 from ~~$67.9~~$65.4 billion for the ~~six~~nine months ended ~~June~~Sept. 30, 2018, primarily reflecting client activity.

A significant reduction in our Investment Services business would reduce our access to deposits. See “Asset/liability management” for additional factors that could impact our deposit balances.

Sources of liquidity

The Parent’s three major sources of liquidity are access to the debt and equity markets, dividends from its subsidiaries, and cash on hand and cash otherwise made available in business-as-usual circumstances to the Parent through a committed credit facility with our intermediate holding company (“IHC”).

Our ability to access the capital markets on favorable terms, or at all, is partially dependent on our credit ratings, which are as follows:



Credit ratings at ~~June~~Sept. 30, 2019
	Moody’s		S&P	Fitch		DBRS
Parent:
Long-term senior debt	A1		A	AA-		AA (low)
Subordinated debt	A2		A-	A+		A (high)
Preferred stock	Baa1		BBB	BBB		A (low)
Outlook - Parent	Stable		Stable	Stable		~~Stable~~Positive

The Bank of New York Mellon:
Long-term senior debt	Aa2		AA-	AA		AA
Subordinated debt	NR		A	NR		NR
Long-term deposits	Aa1		AA-	AA+		AA
Short-term deposits	P1		A-1+	F1+		R-1 (high)
Commercial paper	P1		A-1+	F1+		R-1 (high)

BNY Mellon, N.A.:
Long-term senior debt	Aa2	(a)	AA-	AA	(a)	AA
Long-term deposits	Aa1		AA-	AA+		AA
Short-term deposits	P1		A-1+	F1+		R-1 (high)

Outlook - Banks	Stable		Stable	Stable		~~Stable~~Positive


(a)	Represents senior debt issuer default rating.

NR - Not rated.

30 BNY Mellon

In November 2019, DBRS upgraded the Parent’s long-term senior debt rating to AA, the subordinated debt rating to AA (low) and the preferred stock rating to A. DBRS also upgraded The Bank of New York Mellon and BNY Mellon, N.A.’s long-term senior debt rating to AA (high) and long-term deposits to AA (high). The short-term ratings of the Parent, The Bank of New York Mellon and BNY Mellon N.A. were confirmed.

Long-term debt totaled $~~28.2~~27.9 billion at ~~June~~Sept. 30, 2019 and $29.2 billion at Dec. 31, 2018. The decrease reflects maturities of $~~2.8~~4.3 billion, partially offset by issuances of ~~$1.25~~$2.3 billion and an increase in the fair value of hedged long-term debt. ~~The Parent has $1.5 billion of~~No long-term debt ~~that~~ will mature in the ~~remainder~~fourth quarter of 2019.

~~In June 2019,~~ The ~~Bank of New York Mellon, our largest bank subsidiary,~~Parent issued ~~$1.25~~$1 billion of ~~floating~~fixed rate senior notes maturing in ~~2021~~2022 at an

annual interest rate of ~~3-month LIBOR plus 28 basis points.~~1.950% in August 2019, and $750 million of fixed rate senior notes maturing in 2024 at an annual interest rate of 2.100% in October 2019.

The Bank of New York Mellon may issue notes and certificates of deposit (“CDs”). At ~~June~~Sept. 30, 2019 and Dec. 31, 2018, ~~$3.1~~$2.0 billion and $2.8 billion, respectively, of CDs were outstanding. At ~~June~~Sept. 30, 2019 and Dec. 31, 2018, $2.3 billion and $1.0 billion, respectively, of notes ~~issued by The Bank of New York Mellon~~ were outstanding.

~~30 BNY Mellon~~

The Bank of New York Mellon also issues commercial paper that matures within 397 days from date of issue and is not redeemable prior to maturity or subject to voluntary prepayment. The average commercial paper outstanding was ~~$2.2~~$2.7 billion for the ~~six~~nine months ended ~~June~~Sept. 30, 2019 and ~~$3.5~~$3.4 billion for the ~~six~~nine months ended ~~June~~Sept. 30, 2018. Commercial paper outstanding was ~~$8.9~~$3.5 billion at ~~June~~Sept. 30, 2019 and $1.9 billion at Dec. 31, 2018.

Subsequent to ~~June~~Sept. 30, 2019, our U.S. bank subsidiaries could declare dividends to the Parent of approximately $1.2 billion, without the need for a regulatory waiver. In addition, at ~~June~~Sept. 30, 2019, non-bank subsidiaries of the Parent had liquid assets of approximately $1.6 billion. Restrictions on our ability to obtain funds from our subsidiaries are discussed in more detail in “Supervision and Regulation - Capital Planning and Stress Testing - Payment of Dividends, Stock Repurchases and Other Capital Distributions” and in Note 18 of the Notes to Consolidated Financial Statements in our 2018 Annual Report.

Pershing LLC has uncommitted lines of credit in place for liquidity purposes which are guaranteed by the Parent. Pershing LLC has three separate uncommitted lines of credit amounting to $750 million in aggregate. There were no borrowings under these lines in the ~~second~~third quarter of 2019. Pershing Limited, an indirect UK-based subsidiary of BNY Mellon, has three separate uncommitted lines of credit amounting to $350 million in aggregate. Average borrowings under these lines were $2$1 million, in aggregate, in the ~~second~~third quarter of 2019.

The double leverage ratio is the ratio of our equity investment in subsidiaries divided by our consolidated ~~parent~~Parent company equity, which includes our noncumulative perpetual preferred stock. In short, the double leverage ratio measures the extent to which equity in subsidiaries is financed by Parent company debt. As the double leverage ratio increases, this can reflect greater demands on a company’s cash flows in order to service interest payments and debt maturities. BNY Mellon’s double leverage ratio is managed in a range considering the high level of unencumbered available liquid assets held in its principal subsidiaries (such as central bank

deposit placements and government securities), the Company’s cash generating fee-based business model, with fee revenue representing ~~79%~~81% of total revenue in the ~~second~~third quarter of 2019, and the dividend capacity of our banking subsidiaries. Our double leverage ratio was ~~117.1%~~118.1% at ~~June~~Sept. 30, 2019 and 117.7% at Dec. 31, 2018, and within the range targeted by management.

Uses of funds

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

In ~~May~~August 2019, a quarterly cash dividend of ~~$0.28~~$0.31 per common share was paid to common shareholders. Our common stock dividend payout ratio was 29% for the first ~~six~~nine months of 2019.

In the ~~second~~third quarter of 2019, we repurchased ~~15.3~~21.3 million common shares at an average price of ~~$48.97~~$46.11 per common share for a total cost of ~~$750~~$981 million.

In June 2019, following the Federal Reserve’s non- objection to our 2019 capital plan, BNY Mellon announced a share repurchase plan providing for the repurchase of up to $3.94 billion of common stock starting in the third quarter of 2019 and continuing through the second quarter of 2020. This new share repurchase plan replaces all previously authorized share repurchase plans.

~~In July 2019,~~

BNY Mellon ~~increased the quarterly cash dividend on common stock by approximately 11%, from $0.28 to $0.31 per share. This increased quarterly cash dividend will be paid on Aug. 9, 2019.~~31

Liquidity coverage ratio

U.S. regulators have established an LCR that requires certain banking organizations, including BNY Mellon, to maintain a minimum amount of unencumbered high-quality liquid assets (“HQLA”) sufficient to withstand the net cash outflow under a hypothetical standardized acute liquidity stress scenario for a 30-day time horizon.

~~BNY Mellon 31~~

The following table presents BNY Mellon’s consolidated HQLA at ~~June~~Sept. 30, 2019, and the average HQLA and average LCR for the ~~second~~third quarter of 2019.


Consolidated HQLA and LCR	June 30, 2019			Sept. 30, 2019
(dollars in billions)	June 30, 2019			Sept. 30, 2019
Securities (a)	$	134		$	119
Cash (b)	63			67
Total consolidated HQLA (c)	$	197		$	186

Total consolidated HQLA - average (c)	$	166		$	168
Average LCR	117		%	117		%


(a)	Primarily includes securities of U.S. government-sponsored enterprises, U.S. Treasury, sovereign securities, U.S. agency and investment-grade corporate debt.


(b)	Primarily includes cash on deposit with central banks.


(c)	Consolidated HQLA presented before adjustments. After haircuts and the impact of trapped liquidity, consolidated HQLA totaled ~~$153~~$142 billion at ~~June~~Sept. 30, 2019 and averaged ~~$118~~$125 billion for the ~~second~~third quarter of 2019.

BNY Mellon and each of our affected domestic bank subsidiaries were compliant with the U.S. LCR requirements of at least 100% throughout the ~~second~~third quarter of 2019.

Statement of cash flows

The following summarizes the activity reflected on the consolidated statement of cash flows. While this information may be helpful to highlight certain macro trends and business strategies, the cash flow analysis may not be as relevant when analyzing changes in our net earnings and net assets. We believe that in addition to the traditional cash flow analysis, the discussion related to liquidity and dividends and asset/liability management herein may provide more useful context in evaluating our liquidity position and related activity.

Net ~~cash used for operating activities was $2.5 billion in the six months ended June 30, 2019, compared with net~~ cash provided by operating activities of

~~$1.6~~was $2.6 billion in the ~~six~~nine months ended ~~June~~Sept. 30, 2019, compared with $2.8 billion in the nine months ended Sept. 30, 2018. In the ~~six~~nine months ended ~~June~~Sept. 30, 2019 ~~cash flows used for operations primarily resulted from changes in accruals~~ and ~~trading activities, partially offset by earnings. In the six~~nine months ended ~~June~~Sept. 30, 2018, cash flows provided by operations primarily resulted from earnings, partially offset by changes in ~~accruals and~~ trading activities.

Net cash used for investing activities was ~~$11.4~~$5.2 billion in the ~~six~~nine months ended ~~June~~Sept. 30, 2019, compared with net cash provided by investing activities of ~~$15.2~~$18.0 billion in the ~~six~~nine months ended ~~June~~Sept. 30, 2018. In the ~~six~~nine months ended ~~June~~Sept. 30, 2019, net cash used for investing activities primarily reflects changes in interest-bearing deposits with the Federal Reserve and other central banks, partially offset by change in federal funds sold and securities purchased under resale ~~agreements, partially offset by changes in loans.~~agreements. In the ~~six~~nine months ended ~~June~~Sept. 30, 2018, net cash provided by investing activities primarily reflects changes in interest-bearing deposits with the Federal Reserve and other central banks and changes in loans, partially offset by changes in interest-bearing deposits with banks.

Net cash provided by financing activities was ~~$13.2~~$3.5 billion in the ~~six~~nine months ended ~~June~~Sept. 30, 2019, compared with net cash used for financing activities of ~~$16.8~~$21.6 billion in the ~~six~~nine months ended ~~June~~Sept. 30, 2018. In the ~~six~~nine months ended ~~June~~Sept. 30, 2019, net cash provided by financing activities primarily reflects changes in deposits and ~~changes in commercial paper,~~net proceeds from the issuance of long-term debt, partially offset by ~~repayment~~repayments of long-term debt, changes in federal funds purchased and securities sold under repurchase agreements, ~~and~~ changes in other borrowed ~~funds.~~funds and common stock repurchases. In the ~~six~~nine months ended ~~June~~Sept. 30, 2018, net cash used for financing activities primarily reflects changes in deposits, ~~repayment of long-term debt,~~ changes in federal funds purchased and securities sold under repurchase agreements, repayments of long-term debt, a change in commercial paper and common stock repurchases, partially offset by net proceeds from the issuance of long-term debt.

32 BNY Mellon

Capital


Capital data (dollars in millions, except per share amounts; common shares in thousands)	June 30, 2019			March 31, 2019			Dec. 31, 2018			Sept. 30, 2019			June 30, 2019			Dec. 31, 2018
Average common equity to average assets	10.9		%	11.0		%	11.2		%	10.7		%	10.9		%	11.2		%

At period end:
BNY Mellon shareholders’ equity to total assets ratio	10.9		%	11.9		%	11.2		%	11.0		%	10.9		%	11.2		%
BNY Mellon common shareholders’ equity to total assets ratio	10.0		%	10.9		%	10.2		%	10.1		%	10.0		%	10.2		%
Total BNY Mellon shareholders’ equity	$	41,533		$	41,225		$	40,638		$	41,120		$	41,533		$	40,638
Total BNY Mellon common shareholders’ equity (a)	$	37,991		$	37,683		$	37,096		$	37,578		$	37,991		$	37,096
BNY Mellon tangible common shareholders’ equity – Non-GAAP (a)	$	19,275		$	18,896		$	18,290		$	18,988		$	19,275		$	18,290
Book value per common share (a)	$	40.30		$	39.36		$	38.63		$	40.75		$	40.30		$	38.63
Tangible book value per common share – Non-GAAP (a)	$	20.45		$	19.74		$	19.04		$	20.59		$	20.45		$	19.04
Closing stock price per common share	$	44.15		$	50.43		$	47.07		$	45.21		$	44.15		$	47.07
Market capitalization	$	41,619		$	48,288		$	45,207		$	41,693		$	41,619		$	45,207
Common shares outstanding	942,662			957,517			960,426			922,199			942,662			960,426

Cash dividends per common share	$	0.28		$	0.28		$	0.28		$	0.31		$	0.28		$	0.28
Common dividend payout ratio	28		%	30		%	33		%	29		%	28		%	33		%
Common dividend yield (annualized)	2.5		%	2.3		%	2.4		%	2.7		%	2.5		%	2.4		%


(a)	See “Supplemental information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 40 for a reconciliation of GAAP to Non-GAAP.

The Bank of New York Mellon Corporation total shareholders’ equity increased to $~~41.5~~41.1 billion at ~~June~~Sept. 30, 2019 from $40.6 billion at Dec. 31, 2018. The increase primarily reflects earnings, the unrealized gain in our investment securities portfolio, and additional paid-in capital resulting from stock awards, partially offset by common stock repurchases and dividend payments.

In the ~~second~~third quarter of 2019, we repurchased ~~15.3~~21.3 million common shares at an average price of ~~$48.97~~$46.11 per common share for a total of ~~$750~~$981 million under the current program.

The unrealized gain (after-tax) on our available-for-sale securities portfolio, net of hedges, included in accumulated OCI was ~~$287~~$473 million at ~~June~~Sept. 30, 2019, compared with an unrealized loss (after-tax) of $167 million at Dec. 31, 2018. The increase in the unrealized gain, net of tax, was primarily driven by lower market interest rates.

Capital adequacy

Regulators establish certain levels of capital for bank holding companies (“BHCs”) and banks, including BNY Mellon and our bank subsidiaries, in accordance with established quantitative measurements. For the Parent to maintain its status as a financial holding company, our U.S. bank subsidiaries and BNY

Mellon must, among other things, qualify as “well

capitalized.” As of ~~June~~Sept. 30, 2019 and Dec. 31, 2018, BNY Mellon and our U.S. bank subsidiaries were “well capitalized.”

Failure to satisfy regulatory standards, including “well capitalized” status or capital adequacy rules more generally, could result in limitations on our activities and adversely affect our financial condition. See the discussion of these matters in “Supervision and Regulation - Regulated Entities of BNY Mellon and Ancillary Regulatory Requirements” and “Risk Factors - Operational Risk - Failure to satisfy regulatory standards, including “well capitalized” and “well managed” status or capital adequacy and liquidity rules more generally, could result in limitations on our activities and adversely affect our business and financial condition,” both in our 2018 Annual Report.

The U.S. banking agencies’ capital rules are based on the framework adopted by the Basel Committee on Banking Supervision, as amended from time to time. For additional information on these capital requirements, see “Supervision and Regulation” in our 2018 Annual Report. BNY Mellon is subject to the U.S. capital rules, which were gradually phased-in over a multi-year period through Jan. 1, 2019. The phase-in requirements for consolidated capital were completed on Jan. 1, 2018.

BNY Mellon 33

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


Consolidated and largest bank subsidiary regulatory capital ratios	June 30, 2019								March 31, 2019		Dec. 31, 2018		Sept. 30, 2019								June 30, 2019		Dec. 31, 2018
	Well capitalized			Minimum required			Capital ratios		Capital ratios		Capital ratios		Well capitalized			Minimum required			Capital ratios		Capital ratios		Capital ratios
	Well capitalized			Minimum required		(a)	Capital ratios		Capital ratios		Capital ratios		Well capitalized			Minimum required		(a)	Capital ratios		Capital ratios		Capital ratios
Consolidated regulatory capital ratios: (b)
Advanced Approach:
Advanced Approaches:
CET1 ratio	N/A		(c)	8.5	%		11.1	%	11.1	%	10.7	%	N/A		(c)	8.5	%		11.1	%	11.1	%	10.7	%
Tier 1 capital ratio	6	%		10			13.2		13.2		12.8		6	%		10			13.2		13.2		12.8
Total capital ratio	10	%		12			14.0		14.0		13.6		10	%		12			14.0		14.0		13.6
Standardized Approach:
CET1 ratio	N/A		(c)	8.5	%		12.4	%	12.0	%	11.7	%	N/A		(c)	8.5	%		12.3	%	12.4	%	11.7	%
Tier 1 capital ratio	6	%		10			14.8		14.3		14.1		6	%		10			14.6		14.8		14.1
Total capital ratio	10	%		12			15.7		15.3		15.1		10	%		12			15.6		15.7		15.1
Tier 1 leverage ratio	N/A		(c)	4			6.8		6.8		6.6		N/A		(c)	4			6.5		6.8		6.6
SLR (d)	N/A		(c)	5			6.3		6.3		6.0		N/A		(c)	5			6.0		6.3		6.0

The Bank of New York Mellon regulatory capital ratios: (b)
Advanced Approach:
Advanced Approaches:
CET1 ratio	6.5	%		7	%		14.2	%	14.2	%	14.0	%	6.5	%		7	%		14.5	%	14.2	%	14.0	%
Tier 1 capital ratio	8			8.5			14.2		14.4		14.3		8			8.5			14.5		14.2		14.3
Total capital ratio	10			10.5			14.2		14.9		14.7		10			10.5			14.5		14.2		14.7
Tier 1 leverage ratio	5			4			7.3		7.6		7.6		5			4			7.0		7.3		7.6
SLR (d)	6			3			6.7		6.9		6.8		6			3			6.4		6.7		6.8


(a)	Minimum requirements for ~~June~~Sept. 30, 2019 include minimum thresholds plus currently applicable buffers.

(b)

For our CET1, Tier 1 capital and Total capital ratios, our effective capital ratios under U.S. capital rules are the lower of the ratios as calculated under the Standardized and Advanced Approaches. The Tier 1 leverage ratio is based on Tier 1 capital and quarterly average total assets. The fully phased-in U.S. G-SIB surcharge of 1.5% is subject to change. The countercyclical capital buffer is currently set to 0%.


(c)	The Federal Reserve’s regulations do not establish well capitalized thresholds for these measures for BHCs.


(d)	The SLR is based on Tier 1 capital and total leverage exposure, which includes certain off-balance sheet exposures.

Our CET1 ratio determined under the Advanced ~~Approach~~Approaches was 11.1% at ~~June~~Sept. 30, 2019 and 10.7% at Dec. 31, 2018. The ~~ratio increased~~increase compared with Dec. 31, 2018 primarily ~~reflecting~~reflects capital generated through earnings, the unrealized gain inon our investment securities portfolio and additional paid-in capital resulting from stock awards, partially offset by capital deployed through common stock repurchases and dividend ~~payments and higher RWAs.~~

~~Our SLR was 6.3% at June 30, 2019 and 6.0% at~~payments. RWAs are essentially flat compared with Dec. 31, ~~2018.~~2018, as an increase in credit risk RWAs was offset by a decrease in operational risk RWAs primarily due to the external loss data used in our model.

The Advanced ~~Approach~~Approaches capital ratios are significantly impacted by RWAs for operational risk. Our operational loss risk model is informed by external losses, including fines and penalties levied

against institutions in the financial services industry, particularly those that relate to businesses in which we operate, and as a result external losses have impacted and could in the future impact the amount of capital that we are required to hold.

Our capital ratios are necessarily subject to, among other things, anticipated compliance with all necessary enhancements to model calibration, approval by regulators of certain models used as part of RWA calculations, other refinements, further implementation guidance from regulators, market practices and standards and any changes BNY Mellon may make to its businesses. As a consequence of these factors, our capital ratios may materially change, and may be volatile over time and from period to period.

34 BNY Mellon

The following table presents our capital components and RWAs.


Capital components and risk-weighted assets	June 30, 2019			March 31, 2019			Dec. 31, 2018			Sept. 30, 2019			June 30, 2019			Dec. 31, 2018
(in millions)	June 30, 2019			March 31, 2019			Dec. 31, 2018			Sept. 30, 2019			June 30, 2019			Dec. 31, 2018
CET1:
Common shareholders’ equity	$	37,991		$	37,683		$	37,096		$	37,578		$	37,991		$	37,096
Adjustments for:
Goodwill and intangible assets (a)	(18,716		)	(18,787		)	(18,806		)	(18,590		)	(18,716		)	(18,806		)
Net pension fund assets	(331		)	(334		)	(320		)	(326		)	(331		)	(320		)
Equity method investments	(358		)	(357		)	(361		)	(361		)	(358		)	(361		)
Deferred tax assets	(45		)	(43		)	(42		)	(44		)	(45		)	(42		)
Other	(7		)	(6		)	—			(61		)	(7		)	—
Total CET1	18,534			18,156			17,567			18,196			18,534			17,567
Other Tier 1 capital:
Preferred stock	3,542			3,542			3,542			3,542			3,542			3,542
Other	(61		)	(59		)	(65		)	(61		)	(61		)	(65		)
Total Tier 1 capital	$	22,015		$	21,639		$	21,044		$	21,677		$	22,015		$	21,044
Tier 2 capital:
Subordinated debt	$	1,250		$	1,250		$	1,250		$	1,250		$	1,250		$	1,250
Allowance for credit losses	241			248			252			224			241			252
Other	(6		)	(1		)	(10		)	(6		)	(6		)	(10		)
Total Tier 2 capital – Standardized Approach	1,485			1,497			1,492			1,468			1,485			1,492
Excess of expected credit losses	41			53			65			—			41			65
Less: Allowance for credit losses	241			248			252			224			241			252
Total Tier 2 capital – Advanced Approach	$	1,285		$	1,302		$	1,305
Total Tier 2 capital – Advanced Approaches										$	1,244		$	1,285		$	1,305
Total capital:
Standardized Approach	$	23,500		$	23,136		$	22,536		$	23,145		$	23,500		$	22,536
Advanced Approach	$	23,300		$	22,941		$	22,349
Advanced Approaches										$	22,921		$	23,300		$	22,349

Risk-weighted assets:
Standardized Approach	$	149,226		$	151,101		$	149,618		$	148,399		$	149,226		$	149,618
Advanced Approach:
Advanced Approaches:
Credit Risk	$	94,304		$	92,798		$	92,917		$	98,553		$	94,304		$	92,917
Market Risk	3,241			3,507			3,454			3,356			3,241			3,454
Operational Risk	69,025			67,313			68,300			62,263			69,025			68,300
Total Advanced Approach	$	166,570		$	163,618		$	164,671
Total Advanced Approaches										$	164,172		$	166,570		$	164,671

Average assets for Tier 1 leverage ratio	$	322,879		$	316,586		$	319,007		$	331,241		$	322,879		$	319,007
Total leverage exposure for SLR	$	350,747		$	344,829		$	347,943		$	359,023		$	350,747		$	347,943


(a)	Reduced by deferred tax liabilities associated with intangible assets and tax deductible goodwill.

The table below presents the factors that impacted CET1 capital.


CET1 generation	2Q19			3Q19
(in millions)
CET1 – Beginning of period	$	18,156		$	18,534
Net income applicable to common shareholders of The Bank of New York Mellon Corporation	969			1,002
Goodwill and intangible assets, net of related deferred tax liabilities	71			126
Gross CET1 generated	1,040			1,128
Capital deployed:
Common stock dividend payments	(270		)	(294		)
Common stock repurchases	(750		)	(981		)
Total capital deployed	(1,020		)	(1,275		)
Other comprehensive income:
Foreign currency translation	10			(273		)
Unrealized gain on assets available-for-sale	282			64
Defined benefit plans	10			10
Unrealized gain on cash flow hedges				(6		)
Total other comprehensive income	302			(205		)
Additional paid-in capital (a)	57			65
Other additions (deductions):
Net pension fund assets	3			5
Deferred tax assets	(2		)	1
Embedded goodwill	(1		)	(3		)
Other	(1		)	(54		)
Total other deductions	(1		)	(51		)
Net CET1 generated	378
Net CET1 deployed				(338		)
CET1 – End of period	$	18,534		$	18,196


(a)	Primarily related to stock awards, the exercise of stock options and stock issued for employee benefit plans.

The following table shows the impact on the consolidated capital ratios at ~~June~~Sept. 30, 2019 of a $100 million increase or decrease in common equity, or a $1 billion increase or decrease in RWAs, quarterly average assets or total leverage exposure.



Sensitivity of consolidated capital ratios at Sept. 30, 2019
	Increase or decrease of
(in basis points)	$100 million in common equity		$1 billion in RWA, quarterly average assets or total leverage exposure
CET1:
Standardized Approach	7	bps	8	bps
Advanced Approaches	6		7

Tier 1 capital:
Standardized Approach	7		10
Advanced Approaches	6		8

Total capital:
Standardized Approach	7		11
Advanced Approaches	6		9

Tier 1 leverage	3		2

SLR	3		2

Sensitivity of consolidated capital ratios at June 30, 2019
Increase or decrease of
(in basis points)
$100 million
in common
equity
$1 billion in RWA, quarterly average assets or total leverage exposure
CET1:
Standardized Approach 7 bps 8 bps
Advanced Approach 6 7

Tier 1 capital:
Standardized Approach 7 10
Advanced Approach 6 8

Total capital:
Standardized Approach 7 11
Advanced Approach 6 8

Tier 1 leverage 3 2

SLR 3 2

BNY Mellon 35

Capital ratios vary depending on the size of the balance sheet at period end and the levels and types of investments in assets. The balance sheet size fluctuates from period to period based on levels of customer and market activity. In general, when servicing clients are more actively trading securities, deposit balances and the balance sheet as a whole are higher. In addition, when markets experience significant volatility or stress, our balance sheet size may increase considerably as client deposit levels increase.

Total Loss-Absorbing Capacity (“TLAC”)

The final TLAC rule establishing external TLAC, external long-term debt (“LTD”) and related requirements for U.S. G-SIBs, including BNY Mellon, at the top-tier holding company level became effective on Jan. 1, 2019.

The following summarizes the minimum requirements for BNY Mellon’s external TLAC and external LTD ratios, plus currently applicable buffers.



	As a % of RWAs (a)	As a % of total leverage exposure
Eligible external TLAC ratios	Regulatory minimum of 18% plus a buffer (b) equal to the sum of 2.5%, the method 1 G-SIB surcharge (currently 1%), and the countercyclical capital buffer, if any	Regulatory minimum of 7.5% plus a buffer (c) equal to 2%
Eligible external LTD ratios	Regulatory minimum of 6% plus the greater of the method 1 or method 2 G-SIB surcharge (currently 1.5%)	4.5%

(a) RWA is the greater of Standardized and Advanced Approaches.

(b) Buffer to be met using only CET1.


(c)	Buffer to be met using only Tier 1 capital.

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

impermissible acceleration rights or being governed by foreign law.

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


TLAC and LTD ratios	June 30, 2019						Sept. 30, 2019
	Minimum required		Minimum ratios with buffers				Minimum required		Minimum ratios with buffers
					Ratios						Ratios
Eligible external TLAC:
As a percentage of RWA	18.0	%	21.5	%	26.6	%	18.0	%	21.5	%	26.5	%
As a percentage of total leverage exposure	7.5	%	9.5	%	12.6	%	7.5	%	9.5	%	12.1	%

Eligible external LTD:
As a percentage of RWA	7.5	%	N/A		11.9	%	7.5	%	N/A		11.8	%
As a percentage of total leverage exposure	4.5	%	N/A		5.6	%	4.5	%	N/A		5.4	%

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

Trading activities and risk management

Our trading activities are focused on acting as a market-maker for our customers, facilitating customer trades and risk mitigating hedging in compliance with the Volcker Rule. The risk from market-making activities for customers is managed by our traders and limited in total exposure through a system of position limits, value-at-risk (“VaR”) methodology and other market sensitivity measures. VaR is the potential loss in value due to adverse market movements over a defined time horizon with a specified confidence level. The calculation of our VaR used by management and presented below assumes a one-day holding period, utilizes a 99% confidence level and incorporates non-linear product characteristics. VaR facilitates comparisons across portfolios of different risk characteristics. VaR also captures the diversification of aggregated risk at the firm-wide level.

36 BNY Mellon

VaR represents a key risk management measure and it is important to note the inherent limitations to VaR, which include:

VaR does not estimate potential losses over longer time horizons where moves may be extreme;

VaR does not take account of potential variability of market liquidity; and

Previous moves in market risk factors may not produce accurate predictions of all future market moves.

See Note 18 of the Notes to Consolidated Financial Statements for additional information on the VaR methodology.

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



VaR (a)	3Q19							Sept. 30, 2019
(in millions)	Average			Minimum		Maximum
Interest rate	$	4.7		$	3.7	$	7.3	$	4.3
Foreign exchange	3.0			1.8		5.1		3.3
Equity	0.9			0.6		1.2		1.1
Credit	1.0			0.5		2.0		1.6
Diversification	(3.5		)	N/M		N/M		(3.6		)
Overall portfolio	6.1			4.0		8.2		6.7



VaR (a)	2Q19							June 30, 2019
(in millions)	Average			Minimum		Maximum
Interest rate	$	4.2		$	3.3	$	5.2	$	3.8
Foreign exchange	2.7			1.9		4.2		2.3
Equity	0.8			0.6		0.9		0.7
Credit	0.8			0.5		1.2		0.9
Diversification	(3.2		)	N/M		N/M		(3.2		)
Overall portfolio	5.3			4.0		6.9		4.5


VaR (a)	1Q19							March 31, 2019			3Q18							Sept. 30, 2018
(in millions)	Average			Minimum		Maximum					Average			Minimum		Maximum
Interest rate	$	4.0		$	3.2	$	5.3	$	4.2		$	3.6		$	3.0	$	5.0	$	3.7
Foreign exchange	3.8			2.8		6.4		3.9			3.6			2.9		5.6		5.5
Equity	0.7			0.6		1.1		0.9			0.5			—		0.8		0.1
Credit	0.6			0.4		1.0		0.7			0.8			0.6		1.1		0.9
Diversification	(2.9		)	N/M		N/M		(3.5		)	(3.8		)	N/M		N/M		(4.6		)
Overall portfolio	6.2			4.6		9.5		6.2			4.7			3.6		6.3		5.6

VaR (a)
2Q18 June 30, 2018
(in millions) Average
Minimum
Maximum
Interest rate $ 4.0
$ 3.3
$ 5.2
$ 3.5
Foreign exchange 3.7
2.9
5.7
3.5
Equity 0.7
0.5
1.0
0.5
Credit 0.8
0.6
1.0
1.0
Diversification (3.9 ) N/M
N/M
(3.9 )
Overall portfolio 5.3
4.3
7.0
4.6


VaR (a)	YTD19							YTD19
(in millions)	Average			Minimum		Maximum		Average			Minimum		Maximum
Interest rate	$	4.1		$	3.2	$	5.3	$	4.3		$	3.2	$	7.3
Foreign exchange	3.3			1.9		6.4		3.2			1.8		6.4
Equity	0.7			0.6		1.1		0.8			0.6		1.2
Credit	0.7			0.4		1.2		0.8			0.4		2.0
Diversification	(3.1		)	N/M		N/M		(3.3		)	N/M		N/M
Overall portfolio	5.7			4.0		9.5		5.8			4.0		9.5


VaR (a)	YTD18							YTD18
(in millions)	Average			Minimum		Maximum		Average			Minimum		Maximum
Interest rate	$	4.2		$	3.3	$	5.5	$	4.0		$	3.0	$	5.5
Foreign exchange	4.5			2.9		8.3		4.2			2.9		8.3
Equity	0.8			0.5		1.2		0.7			—		1.2
Credit	1.1			0.6		2.6		1.0			0.6		2.6
Diversification	(4.7		)	N/M		N/M		(4.4		)	N/M		N/M
Overall portfolio	5.9			4.3		10.4		5.5			3.6		10.4


(a)	VaR exposure does not include the impact of the Company’s consolidated investment management funds and seed capital investments.

N/M - Because the minimum and maximum may occur on different days for different risk components, it is not meaningful to compute a minimum and maximum portfolio diversification effect.

The interest rate component of VaR represents instruments whose values predominantly vary with the level or volatility of interest rates. These instruments include, but are not limited to, sovereign debt, swaps, swaptions, forward rate agreements, exchange-traded futures and options, and other interest rate derivative products.

The foreign exchange component of VaR represents instruments whose values predominantly vary with the level or volatility of currency exchange rates or interest rates. These instruments include, but are not limited to, currency balances, spot and forward transactions, currency options, exchange-traded futures and options, and other currency derivative products.

The equity component of VaR consists of instruments that represent an ownership interest in the form of domestic and foreign common stock or other equity-linked instruments. These instruments include, but are not limited to, common stock, exchange-traded funds, preferred stock, listed equity options (puts and calls), OTC equity options, equity total return swaps, equity index futures and other equity derivative products.

The credit component of VaR represents instruments whose values predominantly vary with the creditworthiness of counterparties. These instruments include, but are not limited to, credit derivatives (credit default swaps and exchange-traded credit index instruments), exposures from corporate credit spreads and mortgage prepayments. Credit derivatives are used to hedge various credit exposures.

BNY Mellon 37

The diversification component of VaR is the risk reduction benefit that occurs when combining portfolios and offsetting positions, and from the correlated behavior of risk factor movements.

During the ~~second~~third quarter of 2019, interest rate risk generated ~~50%~~49% of average gross VaR, foreign exchange risk generated ~~32%~~31% of average gross VaR, equity risk generated 9% of average gross VaR and credit risk generated 9%11% of average gross VaR. During the ~~second~~third quarter of 2019, our daily trading loss did not exceed our calculated VaR amount of the overall portfolio.

The following table of total daily trading revenue or loss illustrates the number of trading days in which our trading revenue or loss fell within particular ranges during the past five quarters.

Distribution of trading revenue (loss) (a)

Quarter ended
(dollars in millions) June 30,
2019
March 31,
2019
Dec. 31, 2018
Sept. 30, 2018
June 30, 2018

Revenue range: Number of days
Less than $(2.5) —
1
1
—
1
$(2.5) – $0 4
5
7
6
3
$0 – $2.5 30
22
17
30
21
$2.5 – $5.0 23
23
24
20
30
More than $5.0 7
10
13
7
9



Distribution of trading revenue (loss) (a)
	Quarter ended
(dollars in millions)	Sept. 30, 2019	June 30, 2019	March 31, 2019	Dec. 31, 2018	Sept. 30, 2018
(dollars in millions)	Sept. 30, 2019	June 30, 2019	March 31, 2019	Dec. 31, 2018	Sept. 30, 2018
Revenue range:	Number of days
Less than $(2.5)	2	—	1	1	—
$(2.5) – $0	7	4	5	7	6
$0 – $2.5	26	30	22	17	30
$2.5 – $5.0	22	23	23	24	20
More than $5.0	7	7	10	13	7


(a)	Trading revenue (loss) includes realized and unrealized gains and losses primarily related to spot and forward foreign exchange transactions, derivatives and securities trades for our customers and excludes any associated commissions, underwriting fees and net interest revenue.

Trading assets include debt and equity instruments and derivative assets, primarily interest rate and foreign exchange contracts, not designated as hedging instruments. Trading assets were ~~$8.6~~$10.2 billion at ~~June~~Sept. 30, 2019 and $7.0 billion at Dec. 31, 2018.

Trading liabilities include debt and equity instruments and derivative liabilities, primarily interest rate and foreign exchange contracts, not designated as hedging instruments. Trading liabilities were ~~$3.8~~$4.8 billion at ~~June~~Sept. 30, 2019 and $3.5 billion at Dec. 31, 2018.

Under our fair value methodology for derivative contracts, an initial “risk-neutral” valuation is performed on each position assuming ~~time-discounting~~time-

discounting based on a AA credit curve. In addition, we consider credit risk in arriving at the fair value of our derivatives.

We reflect external credit ratings as well as observable credit default swap spreads for both ourselves and our counterparties when measuring the fair value of our derivative positions. Accordingly, the valuation of our derivative positions is sensitive to the current changes in our own credit spreads, as well as those of our counterparties.

At ~~June~~Sept. 30, 2019, our OTC derivative assets, including those in hedging relationships, of ~~$3.0~~$3.5 billion included a credit valuation adjustment (“CVA”) deduction of ~~$26~~$31 million. Our OTC derivative liabilities, including those in hedging relationships, of ~~$2.6~~$3.1 billion included a debit valuation adjustment (“DVA”) of $1 million related to our own credit spread. Net of hedges, the CVA decreased by $1 million and the DVA was unchanged in the ~~second~~third quarter of 2019, which increased foreign exchange and other trading revenue by $1 million. The net impact ~~of these adjustments~~ increased foreign exchange and other trading revenue by ~~less than~~ $1 million in the ~~first~~second quarter of 2019 and $2decreased foreign exchange and other trading revenue by $1 million in the ~~second~~third quarter of 2018.

The table below summarizes the risk ratings for our foreign exchange and interest rate derivative counterparty credit exposure during the past five quarters. This information indicates the degree of risk to which we are exposed. Significant changes in ratings classifications for our foreign exchange and other trading activity could result in increased risk for us.


Foreign exchange and other trading counterparty risk rating profile (a)	Foreign exchange and other trading counterparty risk rating profile (a)										Foreign exchange and other trading counterparty risk rating profile (a)
	Quarter ended										Quarter ended
	June 30, 2019		March 31, 2019		Dec. 31, 2018		Sept. 30, 2018		June 30, 2018		Sept. 30, 2019		June 30, 2019		March 31, 2019		Dec. 31, 2018		Sept. 30, 2018
	June 30, 2019		March 31, 2019		Dec. 31, 2018		Sept. 30, 2018		June 30, 2018		Sept. 30, 2019		June 30, 2019		March 31, 2019		Dec. 31, 2018		Sept. 30, 2018
Rating:
AAA to AA-	54	%	49	%	50	%	48	%	37	%	55	%	54	%	49	%	50	%	48	%
A+ to A-	26		28		28		30		41		24		26		28		28		30
BBB+ to BBB-	17		20		18		19		18		16		17		20		18		19
BB+ and lower (b)	3		3		4		3		4		5		3		3		4		3
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%


(a)	Represents credit rating agency equivalent of internal credit ratings.


(b)	Non-investment grade.

38 BNY Mellon

Asset/liability management

Our diversified business activities include processing securities, accepting deposits, investing in securities, lending, raising money as needed to fund assets and other transactions. The market risks from these activities include interest rate risk and foreign exchange risk. Our primary market risk is exposure to movements in U.S. dollar interest rates and certain foreign currency interest rates. We actively manage interest rate sensitivity and use earnings simulation and discounted cash flow models to identify interest rate exposures.

An earnings simulation model is the primary tool used to assess changes in pre-tax net interest revenue. The model incorporates management’s assumptions regarding interest rates, market spreads, changes in the prepayment behavior of loans and securities and the impact of derivative financial instruments used for interest rate risk management purposes. These assumptions have been developed through a combination of historical analysis and future expected pricing behavior and are inherently uncertain. Actual results may differ materially from projected results due to timing, magnitude and frequency of interest rate changes, and changes in market conditions and management’s strategies, among other factors.

In the table below, we use the earnings simulation model to run various interest rate ramp scenarios from a baseline scenario. The interest rate ramp scenarios examine the impact of large interest rate movements. In each scenario, all currencies’ interest rates are shifted higher or lower. The baseline scenario is based on our quarter-end balance sheet and the spot yield curve. The 100 basis point ramp scenario assumes rates change 25 basis points above or below the yield curve in each of the next four quarters and the 200 basis point ramp scenario assumes a 50 basis point per quarter change. Interest rate sensitivity is quantified by calculating the change in pre-tax net interest revenue between the scenarios over a 12-month measurement period. The net interest revenue sensitivity methodology assumes static deposit levels and also assumes that no management actions will be taken to mitigate the effects of interest rate changes.

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


Estimated changes in net interest revenue (in millions)	June 30, 2019			March 31, 2019			June 30, 2018			Sept. 30, 2019			June 30, 2019			Sept. 30, 2018
Up 200 bps parallel rate ramp vs. baseline (a)	$	380		$	410		$	372		$	187		$	380		$	362
Up 100 bps parallel rate ramp vs. baseline (a)	200			208			183			74			200			180
Down 100 bps parallel rate ramp vs. baseline (a)	(179		)	(91		)	(70		)	(45		)	(179		)	(140		)
Long-term up 50 bps, short-term unchanged (b)	171			149			72			115			171			83
Long-term down 50 bps, short-term unchanged (b)	(192		)	(178		)	(89		)	(119		)	(192		)	(96		)


(a)	In the parallel rate ramp, both short-term and long-term rates move in four equal quarterly increments.


(b)	Long-term is equal to or greater than one year.

The change in the sensitivity compared with June 30, 2019 was primarily driven by the impact of lower rates and balance sheet mix changes, including the fixed versus floating rate exposure of the investment portfolio.

To illustrate the net interest revenue sensitivity to deposit runoff, we note that a $5 billion instantaneous reduction of U.S. dollar denominated noninterest-bearing deposits would reduce the net interest revenue sensitivity results in the ramp up 100 basis point and 200 basis point scenarios in the table above by approximately ~~$150~~$120 million and approximately ~~$180~~$150 million, respectively. The impact would be smaller if the runoff was assumed to be a mixture of interest-bearing and noninterest-bearing deposits.

For a discussion of factors impacting the growth or contraction of deposits, see “Risk Factors - Our business, financial condition and results of operations could be adversely affected if we do not effectively manage our liquidity,” in our 2018 Annual Report.

Off-balance sheet arrangements

Off-balance sheet arrangements discussed in this section are limited to guarantees, retained or contingent interests and obligations arising out of unconsolidated variable interest entities (“VIEs”). For BNY Mellon, these items include certain guarantees. Guarantees include SBLCs issued as part of our corporate banking business and securities lending indemnifications issued as part of our Investment Services business. See Note 19 of the Notes to Consolidated Financial Statements for a further discussion of our off-balance sheet arrangements.

BNY Mellon 39

Supplemental information - Explanation of GAAP and Non-GAAP financial measures

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

The presentation of the growth rates of investment management and performance fees on a constant

currency basis permits investors to assess the significance of changes in foreign currency exchange rates. Growth rates on a constant currency basis were determined by applying the current period foreign currency exchange rates to the prior period revenue. BNY Mellon believes that this presentation, as a supplement to GAAP information, gives investors a clearer picture of the related revenue results without the variability caused by fluctuations in foreign currency exchange rates.

BNY Mellon has also included the operating margin for the Investment Management business net of distribution and servicing expense that was passed to third parties who distribute or service our managed funds. BNY Mellon believes that this measure is useful when evaluating the performance of the Investment Management business relative to industry competitors.

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


Return on common equity and tangible common equity reconciliation
(dollars in millions)	2Q19			1Q19			2Q18			YTD19			YTD18			3Q19			2Q19			3Q18			YTD19			YTD18
Net income applicable to common shareholders of The Bank of New York Mellon Corporation – GAAP	$	969		$	910		$	1,055		$	1,879		$	2,190		$	1,002		$	969		$	1,075		$	2,881		$	3,265
Add: Amortization of intangible assets	30			29			48			59			97			30			30			48			89			145
Less: Tax impact of amortization of intangible assets	7			7			11			14			23			7			7			11			21			34
Adjusted net income applicable to common shareholders of The Bank of New York Mellon Corporation, excluding amortization of intangible assets – Non-GAAP	$	992		$	932		$	1,092		$	1,924		$	2,264		$	1,025		$	992		$	1,112		$	2,949		$	3,376

Average common shareholders’ equity	$	37,487		$	37,086		$	37,750		$	37,287		$	37,672		$	37,597		$	37,487		$	38,036		$	37,392		$	37,795
Less: Average goodwill	17,343			17,376			17,505			17,360			17,543			17,267			17,343			17,391			17,328			17,492
Average intangible assets	3,178			3,209			3,341			3,193			3,369			3,141			3,178			3,283			3,176			3,340
Add: Deferred tax liability – tax deductible goodwill	1,094			1,083			1,054			1,094			1,054			1,103			1,094			1,066			1,103			1,066
Deferred tax liability – intangible assets	687			690			709			687			709			679			687			699			679			699
Average tangible common shareholders’ equity – Non-GAAP	$	18,747		$	18,274		$	18,667		$	18,515		$	18,523		$	18,971		$	18,747		$	19,127		$	18,670		$	18,728

Return on common equity (annualized) – GAAP	10.4		%	10.0		%	11.2		%	10.2		%	11.7		%	10.6		%	10.4		%	11.2		%	10.3		%	11.6		%
Return on tangible common equity (annualized) – Non-GAAP	21.2		%	20.7		%	23.5		%	20.9		%	24.6		%	21.4		%	21.2		%	23.1		%	21.1		%	24.1		%

40 BNY Mellon

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


Book value and tangible book value per common share reconciliation	June 30, 2019		March 31, 2019		Dec. 31, 2018		June 30, 2018		Sept. 30, 2019		June 30, 2019		Dec. 31, 2018		Sept. 30, 2018
(dollars in millions, except common shares)
BNY Mellon shareholders’ equity at period end – GAAP	$	41,533	$	41,225	$	40,638	$	41,505	$	41,120	$	41,533	$	40,638	$	41,560
Less: Preferred stock	3,542		3,542		3,542		3,542		3,542		3,542		3,542		3,542
BNY Mellon common shareholders’ equity at period end – GAAP	37,991		37,683		37,096		37,963		37,578		37,991		37,096		38,018
Less: Goodwill	17,337		17,367		17,350		17,418		17,248		17,337		17,350		17,390
Intangible assets	3,160		3,193		3,220		3,308		3,124		3,160		3,220		3,258
Add: Deferred tax liability – tax deductible goodwill	1,094		1,083		1,072		1,054		1,103		1,094		1,072		1,066
Deferred tax liability – intangible assets	687		690		692		709		679		687		692		699
BNY Mellon tangible common shareholders’ equity at period end – Non-GAAP	$	19,275	$	18,896	$	18,290	$	19,000	$	18,988	$	19,275	$	18,290	$	19,135

Period-end common shares outstanding (in thousands)	942,662		957,517		960,426		999,945		922,199		942,662		960,426		988,777

Book value per common share – GAAP	$	40.30	$	39.36	$	38.63	$	37.97	$	40.75	$	40.30	$	38.63	$	38.45
Tangible book value per common share – Non-GAAP	$	20.45	$	19.74	$	19.04	$	19.00	$	20.59	$	20.45	$	19.04	$	19.35

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


Constant currency reconciliation – Consolidated						2Q19 vs.							3Q19 vs.
(dollars in millions)	2Q19		2Q18			2Q18		3Q19		3Q18			3Q18
Investment management and performance fees (a)	$	833	$	901		(8	)%
Investment management and performance fees – GAAP (a)								$	832	$	912		(9	)%
Impact of changes in foreign currency exchange rates	—		(16		)			—		(14		)
Adjusted investment management and performance fees – Non-GAAP	$	833	$	885		(6	)%	$	832	$	898		(7	)%


(a)	In the first quarter of 2019, we reclassified certain platform-related fees to clearing services fees from investment management and performance fees. Prior periods have been reclassified.

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


Constant currency reconciliation – Investment Management business						2Q19 vs.							3Q19 vs.
(dollars in millions)	2Q19		2Q18			2Q18		3Q19		3Q18			3Q18
Investment management and performance fees	$	829	$	897		(8	)%
Investment management and performance fees – GAAP								$	828	$	909		(9	)%
Impact of changes in foreign currency exchange rates	—		(16		)			—		(14		)
Adjusted investment management and performance fees – Non-GAAP	$	829	$	881		(6	)%	$	828	$	895		(7	)%

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


Pre-tax operating margin reconciliation - Investment Management business	Pre-tax operating margin reconciliation - Investment Management business																					Pre-tax operating margin reconciliation - Investment Management business
(dollars in millions)	2Q19			1Q19			4Q18			3Q18			2Q18			YTD19			YTD18			3Q19			2Q19			1Q19			4Q18			3Q18			YTD19			YTD18
Income before income taxes – GAAP	$	265		$	269		$	247		$	316		$	319		$	534		$	700		$	300		$	265		$	269		$	247		$	316		$	834		$	1,016

Total revenue – GAAP	$	917		$	939		$	963		$	1,015		$	1,018		$	1,856		$	2,106		$	890		$	917		$	939		$	963		$	1,015		$	2,746		$	3,121
Less: Distribution and servicing expense	94			91			95			99			103			185			213			98			94			91			95			99			283			312
Adjusted total revenue, net of distribution and servicing expense – Non-GAAP	$	823		$	848		$	868		$	916		$	915		$	1,671		$	1,893		$	792		$	823		$	848		$	868		$	916		$	2,463		$	2,809

Pre-tax operating margin – GAAP (a)	29		%	29		%	26		%	31		%	31		%	29		%	33		%	34		%	29		%	29		%	26		%	31		%	30		%	33		%
Adjusted pre-tax operating margin, net of distribution and servicing expense – Non-GAAP (a)	32		%	32		%	29		%	35		%	35		%	32		%	37		%	38		%	32		%	32		%	29		%	35		%	34		%	36		%


(a)	Income before income taxes divided by total revenue.

BNY Mellon 41

Recent accounting and regulatory developments

Recently issued accounting standards

The following Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) has not yet been adopted.

ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued an ASU, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. This ASU introduces a new current expected credit losses model, which will apply to financial assets subject to credit losses and measured at amortized cost, including held-to-maturity securities and certain off-balance sheet credit exposures. The guidance will also change current practice for the impairment model for available-for-sale debt securities. The available-for-sale debt securities model will require the use of an allowance to record estimated credit losses and subsequent recoveries.

The standard requires a cumulative effect of initial application to be recognized in retained earnings at the date of initial application. We plan to adopt the new standard on Jan. 1, 2020. BNY Mellon has developed expected credit loss models and approaches that include ~~forecasting~~consideration of multiple forecast scenarios and other methodologies, and our focus for the remainder of 2019 is on model validation, ~~as well as~~ business process refinements and continued parallel testing to ensure the expected credit losses are calculated in accordance with the standard. We are continuing to assess the impact of the standard on our consolidated financial statements, disclosures and internal controls. Based on the current economic environment and our current portfolio composition, we expect a reduction in the allowance for credit losses. The adoption impact will depend on ~~several factors, including~~ the size, composition and remaining expected lives of financial instruments, the macroeconomic conditions and forecasts at the time of adoption, ~~the establishment of an allowance for expected credit losses on held-to-maturity securities,~~as well as any refinements to our models, methodologies and ~~the macroeconomic conditions and forecasts that exist at that date. We plan to adopt the new standard on Jan. 1, 2020.~~other key assumptions.

Recent regulatory developments

For a summary of additional regulatory matters relevant to our operations, see “Supervision and

Regulation” in our 2018 Annual ~~Report.~~Report and “Recent regulatory developments” in our 2019 Form 10-Qs. The following discussions summarize certain regulatory

developments that may affect BNY Mellon, the impact of which we are still evaluating.

~~Proposed~~ Revisions to Resolution Planning Requirements

In ~~April~~October 2019, the Board of Governors of the Federal Reserve System (“FRB”) and Federal Deposit Insurance Corporation (“FDIC”) issued a ~~proposed~~final rule ~~to modify~~modifying certain resolution plan requirements. The ~~proposal would allow~~final rule allows U.S. G-SIBs, such as BNY Mellon, to file alternating full and, more limited, targeted resolution plans every two years. BNY Mellon’s next targeted resolution plan is due on July 1, 2021, followed by a full resolution plan submission due on July 1, 2023. The ~~proposal would~~final rule does not generally modify the components or informational requirements of full resolution plans. See “Supervision and Regulation - Recovery and Resolution” in our 2018 Annual Report for additional information.

~~EU Banking Reform Package~~Revisions to Certain Stress Testing Requirements

In October 2019, the FRB finalized its previously proposed revisions to the enhanced prudential standards regulations, which removed the requirement for BNY Mellon and other affected BHCs to conduct a mid-cycle company-run stress test. BNY Mellon will continue to be required to conduct an annual company-run stress test. The ~~EU Banking Reform Package entered into force on June 27, 2019~~FRB also eliminated the adverse scenario from supervisory and company-run stress tests to which BNY Mellon and other affected BHCs are subject. Both changes will be ~~implemented~~effective with the 2020 stress-test cycle. See “Supervision and Regulation - Capital Planning and Stress Testing” in ~~various phases between~~our 2018 Annual Report for additional information.

Revisions to the Volcker Rule

Over the course of August, September and October 2019, ~~and 2024. This legislative package amends~~ the ~~Capital Requirements Directive IV~~FRB, the Office of the Comptroller of the Currency (“~~CRD IV”~~OCC”), FDIC, the ~~Capital Requirements Regulation~~Commodity Futures Trading Commission (“~~CRR”), the Bank Recovery and Resolution Directive (“BRRD”~~CFTC”) and the ~~Single Resolution Mechanism Regulation~~Securities and Exchange Commission (“~~SRMR”~~SEC”).

issued final rules containing revisions to the Volcker Rule. The amendments to CRD IV include a requirement for certain non-EU banking groups to have up to two “EU intermediate parent undertakings” (“EU IPUs “). All EU credit institutions and certain EU investment firms in such non-EU banking groups would need to fall within a corporate structure headed by onemost impactful aspects of the ~~EU IPUs.~~revisions with respect to BNY Mellon ~~is assessing~~concern the ~~impact of this requirement in conjunction~~compliance requirements applicable to banks with ~~the proposed legislation introducing a new prudential regime for investment firms.~~

~~The amendments~~moderate exposure to ~~CRR include provisions relating to the leverage ratio, net stable funding ratio (“NSFR”), minimum requirement for own funds~~trading assets and eligible liabilities (including closer alignment to the final Financial Stability Board TLAC standard), a revised Basel market risk framework, counterparty credit risk, exposures to CCPs, exposures to collective investment undertakings, large exposures and reporting/disclosure requirements.

~~The extent to which the UK implements the EU Banking Reform Package depends on Brexit outcomes.~~

trading liabilities. Banks with less

42 BNY Mellon

~~Replacement~~than $20 billion and more than $1 billion of ~~Interbank Offered Rates (“IBORs”), including LIBOR~~

~~Globally, financial market participants are beginning the transition away from LIBOR and other IBORs to alternative reference rates by the end of 2021. This transition will impact~~trading assets and trading liabilities ~~on our balance sheet that reference IBORs, investments that we manage linked~~will now be subject to ~~IBORs in our Investment Management business~~a compliance program tailored to their moderate exposure to trading. Specifically, among other revisions, such “moderate trading” banks will not be required to file an annual CEO attestation and will not be required to file quantitative metrics. Furthermore, the ~~operational servicing~~comprehensive six-pillar compliance program associated with the Volcker Rule will no longer apply to “moderate trading” banks; rather, such banks are permitted to tailor their compliance programs to the size and nature of ~~products that reference IBORs in our Investment Services business.~~their activities. BNY Mellon expects to be treated as a “moderate trading” bank under the revised Volcker Rule.

WeThe final revisions include many other changes to the existing rule, most of which are ~~working~~ to ~~facilitate an orderly transition from IBORs~~the proprietary trading section of the regulations. They do not include the proposed revision of definitions applicable to ~~alternative reference rates~~the prohibition on proprietary trading, which would have made all financial instruments accounted for ~~us and our clients. Accordingly, we have created~~at fair value on a ~~global transition program with senior management oversight that focuses on:~~

~~Evaluating and monitoring~~recurring basis subject to the ~~impacts across our businesses, including transactions, products and services.~~

~~Identifying and evaluating~~prohibition. Rather, the ~~scope of existing~~revisions are likely to result in fewer financial instruments and ~~contracts that~~other transactions being subjected to the prohibitions. Further, compliance with key exemptions is likely to be less challenging under the revised regulations. The revisions are effective on Jan. 1, 2020; institutions must comply by Jan. 1, 2021 but may ~~be affected, the extent~~elect to ~~which those financial instruments and contracts already contain appropriate fallback language or would require termination or amendment and any resulting economic and regulatory impact.~~

~~Identifying and evaluating the impact of the transition on our balance sheet, net interest revenue, capital and hedging activities~~comply as ~~well as interest rate risk and liquidity risk.~~

~~Identifying and evaluating contracts and financial instruments that require us,~~soon as the ~~lender, calculation agent or otherwise, to assign the fallback or successor rate to IBOR-linked products.~~

~~Identifying funds we manage or advise that invest in instruments referencing IBORs and the impact of the transition on the functioning, liquidity and value of these investments.~~

~~Implementing~~revisions are effective. For more information ~~technology systems, models and analytics to prepare for a smooth transition to alternative reference rates.~~

~~There remain, however, a number of unknown factors~~ regarding the ~~transition from the IBORs and/or interest rate benchmark reforms that could impact our business. For a further discussion of the various risks,~~Volcker Rule, see ~~“Risk Factors~~“Supervision and Regulation - ~~Transitions away from, or changes in the calculation of, LIBOR and other~~

~~benchmark rates could adversely impact our business and results of operations”~~Volcker Rule” in our 2018 Annual Report.

Website information

Our website is www.bnymellon.com. We currently make available the following information under the Investor Relations portion of our website. With respect to filings with the ~~Securities and Exchange Commission (“SEC”),~~SEC, we post such information as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC.

All of our SEC filings, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to these reports, as well as proxy statements and SEC Forms 3, 4 and 5;

Financial statements and footnotes prepared using eXtensible Business Reporting Language (“XBRL”);

Our earnings materials and selected management conference calls and presentations;

Other regulatory disclosures, including: Pillar 3 Disclosures (and Market Risk Disclosure contained therein); Liquidity Coverage Ratio Disclosures; Federal Financial Institutions Examination Council - Consolidated Reports of Condition and Income for a Bank With Domestic and Foreign Offices; Consolidated Financial Statements for Bank Holding Companies; and the Dodd-Frank Act Stress Test Results for BNY Mellon and The Bank of New York Mellon; and

Our Corporate Governance Guidelines, Amended and Restated By-laws, Directors’ Code of Conduct and the Charters of the Audit, Finance, Corporate Governance, Nominating and Social Responsibility, Human Resources and Compensation, Risk and Technology Committees of our Board of Directors.

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

BNY Mellon 43

Item 1. Financial Statements

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

Consolidated Income Statement (unaudited)


	Quarter ended									Year-to-date						Quarter ended									Year-to-date
(in millions)	June 30, 2019			March 31, 2019			June 30, 2018			June 30, 2019			June 30, 2018			Sept. 30, 2019			June 30, 2019			Sept. 30, 2018			Sept. 30, 2019			Sept. 30, 2018
Fee and other revenue
Investment services fees:
Asset servicing fees	$	1,141		$	1,122		$	1,157		$	2,263		$	2,325		$	1,152		$	1,141		$	1,157		$	3,415		$	3,482
Clearing services fees (a)	410			398			401			808			825			419			410			393			1,227			1,218
Issuer services fees	291			251			266			542			526			324			291			287			866			813
Treasury services fees	140			132			140			272			278			140			140			137			412			415
Total investment services fees (a)	1,982			1,903			1,964			3,885			3,954			2,035			1,982			1,974			5,920			5,928
Investment management and performance fees (a)	833			841			901			1,674			1,851			832			833			912			2,506			2,763
Foreign exchange and other trading revenue	166			170			187			336			396			150			166			155			486			551
Financing-related fees	50			51			53			101			105			49			50			52			150			157
Distribution and servicing	31			31			34			62			70			33			31			34			95			104
Investment and other income	43			35			70			78			152			30			43			41			108			193
Total fee revenue	3,105			3,031			3,209			6,136			6,528			3,129			3,105			3,168			9,265			9,696
Net securities gains (losses) — including other-than-temporary impairment	8			1			1			9			(48		)
Net securities (losses) gains — including other-than-temporary impairment																(1		)	8			—			8			(48		)
Noncredit-related portion of other-than-temporary impairment (recognized in other comprehensive income)	1			—			—			1			—			—			1			—			1			—
Net securities gains (losses)	7			1			1			8			(48		)
Net securities (losses) gains																(1		)	7			—			7			(48		)
Total fee and other revenue	3,112			3,032			3,210			6,144			6,480			3,128			3,112			3,168			9,272			9,648
Operations of consolidated investment management funds
Investment income	10			26			13			36			2			4			10			10			40			12
Interest of investment management fund note holders	—			—			1			—			1			1			—			—			1			1
Income from consolidated investment management funds	10			26			12			36			1			3			10			10			39			11
Net interest revenue
Interest revenue	1,965			1,920			1,553			3,885			2,934			1,942			1,965			1,634			5,827			4,568
Interest expense	1,163			1,079			637			2,242			1,099			1,212			1,163			743			3,454			1,842
Net interest revenue	802			841			916			1,643			1,835			730			802			891			2,373			2,726
Total revenue	3,924			3,899			4,138			7,823			8,316			3,861			3,924			4,069			11,684			12,385
Provision for credit losses	(8		)	7			(3		)	(1		)	(8		)	(16		)	(8		)	(3		)	(17		)	(11		)
Noninterest expense
Staff	1,421			1,524			1,489			2,945			3,065			1,479			1,421			1,478			4,424			4,543
Professional, legal and other purchased services	337			325			328			662			619			316			337			332			978			951
Software and equipment	304			283			266			587			500			309			304			262			896			762
Net occupancy	138			137			156			275			295			138			138			139			413			434
Sub-custodian and clearing	115			105			110			220			229			111			115			106			331			335
Distribution and servicing	94			91			106			185			212			97			94			99			282			311
Business development	56			45			62			101			113			47			56			51			148			164
Bank assessment charges	31			31			47			62			99			31			31			49			93			148
Amortization of intangible assets	30			29			48			59			97			30			30			48			89			145
Other	121			129			135			250			257			32			121			174			282			431
Total noninterest expense	2,647			2,699			2,747			5,346			5,486			2,590			2,647			2,738			7,936			8,224
Income
Income before income taxes	1,285			1,193			1,394			2,478			2,838			1,287			1,285			1,334			3,765			4,172
Provision for income taxes	264			237			286			501			568			246			264			220			747			788
Net income	1,021			956			1,108			1,977			2,270			1,041			1,021			1,114			3,018			3,384
Net (income) loss attributable to noncontrolling interests (includes $(4), $(10), $(7), $(14) and $4 related to consolidated investment management funds, respectively)	(4		)	(10		)	(5		)	(14		)	4
Net (income) loss attributable to noncontrolling interests (includes $(3), $(4), $(3), $(17) and $1 related to consolidated investment management funds, respectively)																(3		)	(4		)	(3		)	(17		)	1
Net income applicable to shareholders of The Bank of New York Mellon Corporation	1,017			946			1,103			1,963			2,274			1,038			1,017			1,111			3,001			3,385
Preferred stock dividends	(48		)	(36		)	(48		)	(84		)	(84		)	(36		)	(48		)	(36		)	(120		)	(120		)
Net income applicable to common shareholders of The Bank of New York Mellon Corporation	$	969		$	910		$	1,055		$	1,879		$	2,190		$	1,002		$	969		$	1,075		$	2,881		$	3,265


(a)	In the first quarter of 2019, we reclassified certain platform-related fees to clearing services fees from investment management and performance fees. Prior periods have been reclassified.

44 BNY Mellon

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

Consolidated Income Statement (unaudited) (continued)


Net income applicable to common shareholders of The Bank of New York Mellon Corporation used for the earnings per share calculation	Quarter ended						Year-to-date				Quarter ended						Year-to-date
(in millions)	June 30, 2019		March 31, 2019		June 30, 2018		June 30, 2019		June 30, 2018		Sept. 30, 2019		June 30, 2019		Sept. 30, 2018		Sept. 30, 2019		Sept. 30, 2018
Net income applicable to common shareholders of The Bank of New York Mellon Corporation	$	969	$	910	$	1,055	$	1,879	$	2,190	$	1,002	$	969	$	1,075	$	2,881	$	3,265
Less: Earnings allocated to participating securities	4		5		7		9		15		3		4		7		12		22
Net income applicable to common shareholders of The Bank of New York Mellon Corporation after required adjustment for the calculation of basic and diluted earnings per common share	$	965	$	905	$	1,048	$	1,870	$	2,175	$	999	$	965	$	1,068	$	2,869	$	3,243


Average common shares and equivalents outstanding of The Bank of New York Mellon Corporation	Quarter ended						Year-to-date				Quarter ended						Year-to-date
(in thousands)	June 30, 2019		March 31, 2019		June 30, 2018		June 30, 2019		June 30, 2018		Sept. 30, 2019		June 30, 2019		Sept. 30, 2018		Sept. 30, 2019		Sept. 30, 2018
Basic	951,281		962,397		1,010,179		956,887		1,013,507		933,264		951,281		999,808		949,035		1,008,967
Common stock equivalents	3,891		6,071		6,451		4,894		7,277		3,811		3,891		6,451		4,484		6,967
Less: Participating securities	(1,244	)	(2,508	)	(2,273	)	(1,824	)	(2,764	)	(1,398	)	(1,244	)	(2,594	)	(1,643	)	(2,692	)
Diluted	953,928		965,960		1,014,357		959,957		1,018,020		935,677		953,928		1,003,665		951,876		1,013,242

Anti-dilutive securities (a)	3,999		5,550		7,208		4,704		7,203		3,701		3,999		6,972		4,269		7,061


(a)	Represents stock options, restricted stock, restricted stock units and participating securities outstanding but not included in the computation of diluted average common shares because their effect would be anti-dilutive.


Earnings per share applicable to common shareholders of The Bank of New York Mellon Corporation	Quarter ended						Year-to-date				Quarter ended						Year-to-date
(in dollars)	June 30, 2019		March 31, 2019		June 30, 2018		June 30, 2019		June 30, 2018		Sept. 30, 2019		June 30, 2019		Sept. 30, 2018		Sept. 30, 2019		Sept. 30, 2018
Basic	$	1.01	$	0.94	$	1.04	$	1.95	$	2.15	$	1.07	$	1.01	$	1.07	$	3.02	$	3.21
Diluted	$	1.01	$	0.94	$	1.03	$	1.95	$	2.14	$	1.07	$	1.01	$	1.06	$	3.01	$	3.20

See accompanying unaudited Notes to Consolidated Financial Statements.

BNY Mellon 45

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

Consolidated Comprehensive Income Statement (unaudited)


	Quarter ended									Year-to-date						Quarter ended									Year-to-date
(in millions)	June 30, 2019			March 31, 2019			June 30, 2018			June 30, 2019			June 30, 2018			Sept. 30, 2019			June 30, 2019			Sept. 30, 2018			Sept. 30, 2019			Sept. 30, 2018
Net income	$	1,021		$	956		$	1,108		$	1,977		$	2,270		$	1,041		$	1,021		$	1,114		$	3,018		$	3,384
Other comprehensive income (loss), net of tax:
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	10			29			(400		)	39			(156		)	(276		)	10			(60		)	(237		)	(216		)
Unrealized gain (loss) on assets available-for-sale:
Unrealized gain (loss) arising during the period	287			239			(64		)	526			(339		)	63			287			(144		)	589			(483		)
Reclassification adjustment	(5		)	(1		)	—			(6		)	37			1			(5		)	—			(5		)	37
Total unrealized gain (loss) on assets available-for-sale	282			238			(64		)	520			(302		)	64			282			(144		)	584			(446		)
Defined benefit plans:
Net (loss) arising during the period	—			(9		)	—			(9		)	—			—			—			—			(9		)	—
Amortization of prior service credit, net loss and initial obligation included in net periodic benefit cost	10			10			16			20			33			10			10			18			30			51
Total defined benefit plans	10			1			16			11			33			10			10			18			21			51
Net unrealized gain (loss) on cash flow hedges	—			5			(14		)	5			(16		)
Total other comprehensive income (loss), net of tax (a)	302			273			(462		)	575			(441		)
Net unrealized (loss) on cash flow hedges																(6		)	—			(4		)	(1		)	(20		)
Total other comprehensive (loss) income, net of tax (a)																(208		)	302			(190		)	367			(631		)
Total comprehensive income	1,323			1,229			646			2,552			1,829			833			1,323			924			3,385			2,753
Net (income) loss attributable to noncontrolling interests	(4		)	(10		)	(5		)	(14		)	4			(3		)	(4		)	(3		)	(17		)	1
Other comprehensive (income) loss attributable to noncontrolling interests	—			(2		)	10			(2		)	5
Other comprehensive loss (income) attributable to noncontrolling interests																3			—			2			1			7
Comprehensive income applicable to shareholders of The Bank of New York Mellon Corporation	$	1,319		$	1,217		$	651		$	2,536		$	1,838		$	833		$	1,319		$	923		$	3,369		$	2,761

(a)

Other comprehensive (loss) income ~~(loss)~~ attributable to The Bank of New York Mellon Corporation shareholders was $(205) million for the quarter ended Sept. 30, 2019, $302 million for the quarter ended June 30, 2019, ~~$271~~$(188) million for the quarter ended ~~March 31, 2019, $(452)~~Sept. 30, 2018, $368 million for the ~~quarter~~nine months ended ~~June~~Sept. 30, ~~2018, $573~~2019 and $(624) million for the ~~six~~nine months ended ~~June 30, 2019 and $(436) million for the six months ended June~~Sept. 30, 2018.

See accompanying unaudited Notes to Consolidated Financial Statements.

46 BNY Mellon

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

Consolidated Balance Sheet (unaudited)


	June 30, 2019			Dec. 31, 2018			Sept. 30, 2019			Dec. 31, 2018
(dollars in millions, except per share amounts)
Assets
Cash and due from banks	$	5,556		$	5,864		$	6,718		$	5,864
Interest-bearing deposits with the Federal Reserve and other central banks	69,700			67,988			73,811			67,988
Interest-bearing deposits with banks ($2,036 and $2,394 is restricted)	15,491			14,148
Interest-bearing deposits with banks ($2,274 and $2,394 is restricted)							15,417			14,148
Federal funds sold and securities purchased under resale agreements	61,201			46,795			43,723			46,795
Securities:
Held-to-maturity (fair value of $34,695 and $33,302)	34,549			33,982
Held-to-maturity (fair value of $34,092 and $33,302)							33,778			33,982
Available-for-sale	85,593			85,809			88,562			85,809
Total securities	120,142			119,791			122,340			119,791
Trading assets	8,629			7,035			10,180			7,035
Loans	52,396			56,564			54,881			56,564
Allowance for loan losses	(146		)	(146		)	(127		)	(146		)
Net loans	52,250			56,418			54,754			56,418
Premises and equipment	2,970			1,832			3,149			1,832
Accrued interest receivable	658			671			596			671
Goodwill	17,337			17,350			17,248			17,350
Intangible assets	3,160			3,220			3,124			3,220
Other assets (includes $591 and $742, at fair value)	23,737			21,298
Other assets (includes $674 and $742, at fair value)							21,727			21,298
Subtotal assets of operations	380,831			362,410			372,787			362,410
Assets of consolidated investment management funds, at fair value	337			463			381			463
Total assets	$	381,168		$	362,873		$	373,168		$	362,873
Liabilities
Deposits:
Noninterest-bearing (principally U.S. offices)	$	58,255		$	70,783		$	55,452		$	70,783
Interest-bearing deposits in U.S. offices	88,395			74,904			90,946			74,904
Interest-bearing deposits in non-U.S. offices	106,227			93,091			103,262			93,091
Total deposits	252,877			238,778			249,660			238,778
Federal funds purchased and securities sold under repurchase agreements	11,757			14,243			11,796			14,243
Trading liabilities	3,768			3,479			4,756			3,479
Payables to customers and broker-dealers	18,946			19,731			18,364			19,731
Commercial paper	8,894			1,939			3,538			1,939
Other borrowed funds	1,921			3,227			820			3,227
Accrued taxes and other expenses	5,045			5,669			5,081			5,669
Other liabilities (including allowance for lending-related commitments of $95 and $106, also includes $335 and $88, at fair value)	7,916			5,774
Long-term debt (includes $383 and $371, at fair value)	28,203			29,163
Other liabilities (including allowance for lending-related commitments of $97 and $106, also includes $605 and $88, at fair value)							9,796			5,774
Long-term debt (includes $386 and $371, at fair value)							27,872			29,163
Subtotal liabilities of operations	339,327			322,003			331,683			322,003
Liabilities of consolidated investment management funds, at fair value	6			2			15			2
Total liabilities	339,333			322,005			331,698			322,005
Temporary equity
Redeemable noncontrolling interests	136			129			147			129
Permanent equity
Preferred stock – par value $0.01 per share; authorized 100,000,000 shares; issued 35,826 and 35,826 shares	3,542			3,542			3,542			3,542
Common stock – par value $0.01 per share; authorized 3,500,000,000 shares; issued 1,372,971,577 and 1,364,877,915 shares	14			14
Common stock – par value $0.01 per share; authorized 3,500,000,000 shares; issued 1,373,782,514 and 1,364,877,915 shares							14			14
Additional paid-in capital	27,406			27,118			27,471			27,118
Retained earnings	30,081			28,652			30,789			28,652
Accumulated other comprehensive loss, net of tax	(2,688		)	(3,171		)	(2,893		)	(3,171		)
Less: Treasury stock of 430,309,550 and 404,452,246 common shares, at cost	(16,822		)	(15,517		)
Less: Treasury stock of 451,583,637 and 404,452,246 common shares, at cost							(17,803		)	(15,517		)
Total The Bank of New York Mellon Corporation shareholders’ equity	41,533			40,638			41,120			40,638
Nonredeemable noncontrolling interests of consolidated investment management funds	166			101			203			101
Total permanent equity	41,699			40,739			41,323			40,739
Total liabilities, temporary equity and permanent equity	$	381,168		$	362,873		$	373,168		$	362,873

See accompanying unaudited Notes to Consolidated Financial Statements.

BNY Mellon 47

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

Consolidated Statement of Cash Flows (unaudited)


	Six months ended June 30,						Nine months ended Sept. 30,
(in millions)	2019			2018			2019			2018
Operating activities
Net income	$	1,977		$	2,270		$	3,018		$	3,384
Net (income) loss attributable to noncontrolling interests	(14		)	4			(17		)	1
Net income applicable to shareholders of The Bank of New York Mellon Corporation	1,963			2,274			3,001			3,385
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Provision for credit losses	(1		)	(8		)	(17		)	(11		)
Pension plan contributions	(22		)	(19		)	(30		)	(47		)
Depreciation and amortization	635			677			971			1,011
Deferred tax (benefit)	(110		)	(230		)	(185		)	(401		)
Net securities (gains) losses	(8		)	48			(7		)	48
Change in trading assets and liabilities	(1,306		)	(462		)	(1,880		)	(1,282		)
Change in accruals and other, net	(3,665		)	(712		)	714			109
Net cash (used for) provided by operating activities	(2,514		)	1,568
Net cash provided by operating activities							2,567			2,812
Investing activities
Change in interest-bearing deposits with banks	(1,618		)	(4,592		)	(1,503		)	(3,367		)
Change in interest-bearing deposits with the Federal Reserve and other central banks	(1,714		)	15,583			(7,171		)	15,570
Purchases of securities held-to-maturity	(3,739		)	(2,944		)	(5,390		)	(4,029		)
Paydowns of securities held-to-maturity	2,078			2,099			3,501			3,289
Maturities of securities held-to-maturity	1,380			5,535			2,274			6,047
Purchases of securities available-for-sale	(21,503		)	(17,550		)	(33,929		)	(22,898		)
Sales of securities available-for-sale	6,346			4,867			7,482			5,538
Paydowns of securities available-for-sale	3,226			3,871			5,260			5,683
Maturities of securities available-for-sale	14,143			3,767			20,006			6,113
Net change in loans	4,116			3,699			1,478			7,227
Sales of loans and other real estate	52			6			147			257
Change in federal funds sold and securities purchased under resale agreements	(14,401		)	1,638			3,071			(592		)
Net change in seed capital investments	25			15			68			54
Purchases of premises and equipment/capitalized software	(717		)	(505		)	(1,112		)	(819		)
Proceeds from the sale of premises and equipment							—			23
Dispositions, net of cash	—			84			—			84
Other, net	940			(359		)	588			(163		)
Net cash (used for) provided by investing activities	(11,386		)	15,214			(5,230		)	18,017
Financing activities
Change in deposits	14,255			(12,270		)	13,207			(10,680		)
Change in federal funds purchased and securities sold under repurchase agreements	(2,486		)	(1,963		)	(2,447		)	(5,005		)
Change in payables to customers and broker-dealers	(778		)	(1,051		)	(1,332		)	(1,487		)
Change in other borrowed funds	(1,328		)	(5		)	(2,422		)	(133		)
Change in commercial paper	6,955			(567		)	1,599			(2,340		)
Net proceeds from the issuance of long-term debt	1,248			2,991			2,246			4,144
Repayments of long-term debt	(2,750		)	(2,200		)	(4,250		)	(3,400		)
Proceeds from the exercise of stock options	35			70			51			74
Issuance of common stock	16			20			19			30
Treasury stock acquired	(1,305		)	(1,295		)	(2,286		)	(1,897		)
Common cash dividends paid	(540		)	(491		)	(834		)	(774		)
Preferred cash dividends paid	(84		)	(84		)	(120		)	(120		)
Other, net	7			10			23			32
Net cash provided by (used for) financing activities	13,245			(16,835		)	3,454			(21,556		)
Effect of exchange rate changes on cash	(11		)	(60		)	(57		)	(57		)
Change in cash and due from banks and restricted cash
Change in cash and due from banks and restricted cash	(666		)	(113		)	734			(784		)
Cash and due from banks and restricted cash at beginning of period	8,258			7,133			8,258			7,133
Cash and due from banks and restricted cash at end of period	$	7,592		$	7,020		$	8,992		$	6,349
Cash and due from banks and restricted cash:
Cash and due from banks at end of period (unrestricted cash)	$	5,556		$	5,361		$	6,718		$	5,047
Restricted cash at end of period	2,036			1,659			2,274			1,302
Cash and due from banks and restricted cash at end of period	$	7,592		$	7,020		$	8,992		$	6,349
Supplemental disclosures
Interest paid	$	2,238		$	1,046		$	3,528		$	1,795
Income taxes paid	461			436			697			699
Income taxes refunded	347			57			445			155

See accompanying unaudited Notes to Consolidated Financial Statements.

48 BNY Mellon

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															Non-redeemable noncontrolling interests of consolidated investment management funds		Total permanent equity				Redeemable non- controlling interests/ temporary equity			The Bank of New York Mellon Corporation shareholders															Non-redeemable noncontrolling interests of consolidated investment management funds		Total permanent equity				Redeemable non- controlling interests/ temporary equity
(in millions, except per share amount)	Preferred stock		Common stock		Additional paid-in capital		Retained earnings			Accumulated other comprehensive (loss), net of tax			Treasury stock												Preferred stock		Common stock		Additional paid-in capital		Retained earnings			Accumulated other comprehensive (loss), net of tax			Treasury stock
Balance at March 31, 2019	$	3,542	$	14	$	27,349	$	29,382		$	(2,990	)	$	(16,072	)	$	122	$	41,347		(a)	$	122
Balance at June 30, 2019																									$	3,542	$	14	$	27,406	$	30,081		$	(2,688	)	$	(16,822	)	$	166	$	41,699		(a)	$	136
Shares issued to shareholders of noncontrolling interests	—		—		—		—			—			—			—		—				16			—		—		—		—			—			—			—		—				16
Other net changes in noncontrolling interests	—		—		2		—			—			—			40		42				(2		)	—		—		2		—			—			—			34		36				(2		)
Net income	—		—		—		1,017			—			—			4		1,021				—			—		—		—		1,038			—			—			3		1,041				—
Other comprehensive income	—		—		—		—			302			—			—		302				—			—		—		—		—			(205		)	—			—		(205		)		(3		)
Dividends:
Common stock at $0.28 per share	—		—		—		(270		)	—			—			—		(270		)		—
Common stock at $0.31 per share																									—		—		—		(294		)	—			—			—		(294		)		—
Preferred stock	—		—		—		(48		)	—			—			—		(48		)		—			—		—		—		(36		)	—			—			—		(36		)		—
Repurchase of common stock	—		—		—		—			—			(750		)	—		(750		)		—			—		—		—		—			—			(981		)	—		(981		)		—
Common stock issued under:
Employee benefit plans	—		—		6		—			—			—			—		6				—			—		—		6		—			—			—			—		6				—
Stock awards and options exercised	—		—		49		—			—			—			—		49				—			—		—		57		—			—			—			—		57				—
Balance at June 30, 2019	$	3,542	$	14	$	27,406	$	30,081		$	(2,688	)	$	(16,822	)	$	166	$	41,699		(a)	$	136
Balance at Sept. 30, 2019																									$	3,542	$	14	$	27,471	$	30,789		$	(2,893	)	$	(17,803	)	$	203	$	41,323		(a)	$	147


(a)	Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $37,991 million at June 30, 2019 and $37,578 million at Sept. 30, 2019.



	The Bank of New York Mellon Corporation shareholders															Non-redeemable noncontrolling interests of consolidated investment management funds		Total permanent equity				Redeemable non- controlling interests/ temporary equity
(in millions, except per share amount)	Preferred stock		Common stock		Additional paid-in capital		Retained earnings			Accumulated other comprehensive (loss), net of tax			Treasury stock
Balance at March 31, 2019	$	3,542	$	14	$	27,349	$	29,382		$	(2,990	)	$	(16,072	)	$	122	$	41,347		(a)	$	122
Shares issued to shareholders of noncontrolling interests	—		—		—		—			—			—			—		—				16
Other net changes in noncontrolling interests	—		—		2		—			—			—			40		42				(2		)
Net income	—		—		—		1,017			—			—			4		1,021				—
Other comprehensive income	—		—		—		—			302			—			—		302				—
Dividends:
Common stock at $0.28 per share	—		—		—		(270		)	—			—			—		(270		)		—
Preferred stock	—		—		—		(48		)	—			—			—		(48		)		—
Repurchase of common stock	—		—		—		—			—			(750		)	—		(750		)		—
Common stock issued under:
Employee benefit plans	—		—		6		—			—			—			—		6				—
Stock awards and options exercised	—		—		49		—			—			—			—		49				—
Balance at June 30, 2019	$	3,542	$	14	$	27,406	$	30,081		$	(2,688	)	$	(16,822	)	$	166	$	41,699		(a)	$	136


(a)	Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $37,683 million at March 31, 2019 and $37,991 million at June 30, ~~2019.~~

The Bank of New York Mellon Corporation shareholders Non-redeemable
noncontrolling
interests of
consolidated
investment
management
funds
Total
permanent
equity
Redeemable
non-
controlling
interests/
temporary
equity
(in millions, except per
share amount) Preferred stock
Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated other comprehensive (loss), net
of tax
Treasury
stock
Balance at Dec. 31, 2018 $ 3,542
$ 14
$ 27,118
$ 28,652
$ (3,171 ) $ (15,517 ) $ 101
$ 40,739
(a) $ 129
Reclassification of certain tax effects related to adopting ASU 2018-02 —
—
—
90
(90 ) —
—
—
—
Adjusted balance at Jan. 1, 2019 3,542
14
27,118
28,742
(3,261 ) (15,517 ) 101
40,739
129
Shares issued to shareholders of noncontrolling interests —
—
—
—
—
—
—
—
20
Redemption of subsidiary shares from noncontrolling interests —
—
—
—
—
—
—
—
(7 )
Other net changes in noncontrolling interests —
—
19
—
—
—
11
30
(22 )
Net income —
—
—
946
—
—
10
956
—
Other comprehensive income —
—
—
—
271
—
—
271
2
Dividends:
Common stock at $0.28 per share —
—
—
(270 ) —
—
—
(270 ) —
Preferred stock —
—
—
(36 ) —
—
—
(36 ) —
Repurchase of common stock —
—
—
—
—
(555 ) —
(555 ) —
Common stock issued under:
Employee benefit plans —
—
10
—
—
—
—
10
—
Direct stock purchase and dividend reinvestment plan —
—
11
—
—
—
—
11
—
Stock awards and options exercised —
—
191
—
—
—
—
191
—
Balance at March 31, 2019 $ 3,542
$ 14
$ 27,349
$ 29,382
$ (2,990 ) $ (16,072 ) $ 122
$ 41,347
(a) $ 122


~~(a)~~	~~Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $37,096 million at Dec. 31, 2018 and $37,683 million at March 31,~~ 2019.

BNY Mellon 49

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																Non-redeemable noncontrolling interests of consolidated investment management funds			Total permanent equity				Redeemable non- controlling interests/ temporary equity			The Bank of New York Mellon Corporation shareholders																Non-redeemable noncontrolling interests of consolidated investment management funds		Total permanent equity				Redeemable non- controlling interests/ temporary equity
(in millions, except per share amount)	Preferred stock		Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive (loss), net of tax			Treasury stock													Preferred stock		Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive (loss), net of tax			Treasury stock
Balance at March 31, 2018	$	3,542	$	14	$	26,911		$	26,496		$	(2,343	)	$	(12,892	)	$	212		$	41,940		(a)	$	184
Balance at June 30, 2018																											$	3,542	$	14	$	26,981		$	27,306		$	(2,795	)	$	(13,543	)	$	52	$	41,557		(a)	$	189
Shares issued to shareholders of noncontrolling interests	—		—		—			—			—			—			—			—				17			—		—		—			—			—			—			—		—				22
Other net changes in noncontrolling interests	—		—		(2		)	—			—			—			(167		)	(169		)		—			—		—		(4		)	—			—			—			35		31				2
Net income (loss)	—		—		—			1,103			—			—			7			1,110				(2		)
Net income																											—		—		—			1,111			—			—			3		1,114				—
Other comprehensive (loss)	—		—		—			—			(452		)	—			—			(452		)		(10		)	—		—		—			—			(188		)	—			—		(188		)		(2		)
Dividends:
Common stock at $0.24 per share	—		—		—			(245		)	—			—			—			(245		)		—
Common stock at $0.28 per share																											—		—		—			(283		)	—			—			—		(283		)		—
Preferred stock	—		—		—			(48		)	—			—			—			(48		)		—			—		—		—			(36		)	—			—			—		(36		)		—
Repurchase of common stock	—		—		—			—			—			(651		)	—			(651		)		—			—		—		—			—			—			(602		)	—		(602		)		—
Common stock issued under:
Employee benefit plans	—		—		7			—			—			—			—			7				—			—		—		7			—			—			—			—		7				—
Direct stock purchase and dividend reinvestment plan	—		—		7			—			—			—			—			7				—			—		—		7			—			—			—			—		7				—
Stock awards and options exercised	—		—		58			—			—			—			—			58				—			—		—		43			—			—			—			—		43				—
Balance at June 30, 2018	$	3,542	$	14	$	26,981		$	27,306		$	(2,795	)	$	(13,543	)	$	52		$	41,557		(a)	$	189
Balance at Sept. 30, 2018																											$	3,542	$	14	$	27,034		$	28,098		$	(2,983	)	$	(14,145	)	$	90	$	41,650		(a)	$	211


(a)	Includes total The Bank of New York Mellon Corporation common shareholders’ equity of ~~$38,186 million at March 31, 2018 and~~ $37,963 million at June 30, 2018 and $38,018 million at Sept. 30, 2018.


	The Bank of New York Mellon Corporation shareholders															Non- redeemable noncontrolling interests of consolidated investment management funds		Total permanent equity				Redeemable non- controlling interests/ temporary equity			The Bank of New York Mellon Corporation shareholders															Non-redeemable noncontrolling interests of consolidated investment management funds		Total permanent equity				Redeemable non- controlling interests/ temporary equity
(in millions, except per share amount)	Preferred stock		Common stock		Additional paid-in capital		Retained earnings			Accumulated other comprehensive (loss), net of tax			Treasury stock												Preferred stock		Common stock		Additional paid-in capital		Retained earnings			Accumulated other comprehensive (loss), net of tax			Treasury stock
Balance at Dec. 31, 2018	$	3,542	$	14	$	27,118	$	28,652		$	(3,171	)	$	(15,517	)	$	101	$	40,739		(a)	$	129		$	3,542	$	14	$	27,118	$	28,652		$	(3,171	)	$	(15,517	)	$	101	$	40,739		(a)	$	129
Reclassification of certain tax effects related to adopting ASU 2018-02	—		—		—		90			(90		)	—			—		—				—			—		—		—		90			(90		)	—			—		—				—
Adjusted balance at Jan. 1, 2019	3,542		14		27,118		28,742			(3,261		)	(15,517		)	101		40,739				129			3,542		14		27,118		28,742			(3,261		)	(15,517		)	101		40,739				129
Shares issued to shareholders of noncontrolling interests	—		—		—		—			—			—			—		—				36			—		—		—		—			—			—			—		—				52
Redemption of subsidiary shares from noncontrolling interests	—		—		—		—			—			—			—		—				(7		)	—		—		—		—			—			—			—		—				(7		)
Other net changes in noncontrolling interests	—		—		21		—			—			—			51		72				(24		)	—		—		23		—			—			—			85		108				(26		)
Net income	—		—		—		1,963			—			—			14		1,977				—			—		—		—		3,001			—			—			17		3,018				—
Other comprehensive income	—		—		—		—			573			—			—		573				2			—		—		—		—			368			—			—		368				(1		)
Dividends:
Common stock at $0.56 per share	—		—		—		(540		)	—			—			—		(540		)		—
Common stock at $0.87 per share																									—		—		—		(834		)	—			—			—		(834		)		—
Preferred stock	—		—		—		(84		)	—			—			—		(84		)		—			—		—		—		(120		)	—			—			—		(120		)		—
Repurchase of common stock	—		—		—		—			—			(1,305		)	—		(1,305		)		—			—		—		—		—			—			(2,286		)	—		(2,286		)		—
Common stock issued under:
Employee benefit plans	—		—		16		—			—			—			—		16				—			—		—		22		—			—			—			—		22				—
Direct stock purchase and dividend reinvestment plan	—		—		11		—			—			—			—		11				—			—		—		11		—			—			—			—		11				—
Stock awards and options exercised	—		—		240		—			—			—			—		240				—			—		—		297		—			—			—			—		297				—
Balance at June 30, 2019	$	3,542	$	14	$	27,406	$	30,081		$	(2,688	)	$	(16,822	)	$	166	$	41,699		(a)	$	136
Balance at Sept. 30, 2019																									$	3,542	$	14	$	27,471	$	30,789		$	(2,893	)	$	(17,803	)	$	203	$	41,323		(a)	$	147


(a)	Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $37,096 million at Dec. 31, 2018 and ~~$37,991~~$37,578 million at ~~June~~Sept. 30, 2019.

50 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																Non-redeemable noncontrolling interests of consolidated investment management funds			Total permanent equity				Redeemable non- controlling interests/ temporary equity			The Bank of New York Mellon Corporation shareholders																Non-redeemable noncontrolling interests of consolidated investment management funds			Total permanent equity				Redeemable non- controlling interests/ temporary equity
(in millions, except per share amount)	Preferred stock		Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive (loss) income, net of tax			Treasury stock													Preferred stock		Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive (loss), net of tax			Treasury stock
Balance at Dec. 31, 2017	$	3,542	$	14	$	26,665		$	25,635		$	(2,357	)	$	(12,248	)	$	316		$	41,567		(a)	$	179		$	3,542	$	14	$	26,665		$	25,635		$	(2,357	)	$	(12,248	)	$	316		$	41,567		(a)	$	179
Adjustment for the cumulative effect of applying ASU 2014-09 for contract revenue	—		—		—			(55		)	—			—			—			(55		)		—			—		—		—			(55		)	—			—			—			(55		)		—
Adjustment for the cumulative effect of applying ASU 2017-12 for derivatives and hedging	—		—		—			27			(2		)	—			—			25				—			—		—		—			27			(2		)	—			—			25				—
Adjusted balance at Jan. 1, 2018	3,542		14		26,665			25,607			(2,359		)	(12,248		)	316			41,537				179			3,542		14		26,665			25,607			(2,359		)	(12,248		)	316			41,537				179
Shares issued to shareholders of noncontrolling interests	—		—		—			—			—			—			—			—				34			—		—		—			—			—			—			—			—				56
Redemption of subsidiary shares from noncontrolling interests	—		—		—			—			—			—			—			—				(32		)	—		—		—			—			—			—			—			—				(32		)
Other net changes in noncontrolling interests	—		—		(13		)	—			—			—			(260		)	(273		)		13			—		—		(17		)	—			—			—			(225		)	(242		)		15
Net income (loss)	—		—		—			2,274			—			—			(4		)	2,270				—			—		—		—			3,385			—			—			(1		)	3,384				—
Other comprehensive (loss)	—		—		—			—			(436		)	—			—			(436		)		(5		)	—		—		—			—			(624		)	—			—			(624		)		(7		)
Dividends:
Common stock at $0.48 per share	—		—		—			(491		)	—			—			—			(491		)		—
Common stock at $0.76 per share																											—		—		—			(774		)	—			—			—			(774		)		—
Preferred stock	—		—		—			(84		)	—			—			—			(84		)		—			—		—		—			(120		)	—			—			—			(120		)		—
Repurchase of common stock	—		—		—			—			—			(1,295		)	—			(1,295		)		—			—		—		—			—			—			(1,897		)	—			(1,897		)		—
Common stock issued under:
Employee benefit plans	—		—		17			—			—			—			—			17				—			—		—		24			—			—			—			—			24				—
Direct stock purchase and dividend reinvestment plan	—		—		16			—			—			—			—			16				—			—		—		23			—			—			—			—			23				—
Stock awards and options exercised	—		—		296			—			—			—			—			296				—			—		—		339			—			—			—			—			339				—
Balance at June 30, 2018	$	3,542	$	14	$	26,981		$	27,306		$	(2,795	)	$	(13,543	)	$	52		$	41,557		(a)	$	189
Balance at Sept. 30, 2018																											$	3,542	$	14	$	27,034		$	28,098		$	(2,983	)	$	(14,145	)	$	90		$	41,650		(a)	$	211


(a)	Includes total The Bank of New York Mellon Corporation common shareholders’ equity of $37,709 million at Dec. 31, 2017 and ~~$37,963~~$38,018 million at ~~June~~Sept. 30, 2018.

See accompanying unaudited Notes to Consolidated Financial Statements.

BNY Mellon 51

Notes to Consolidated Financial Statements

Note 1–Basis of presentation

Basis of presentation

The accounting and financial reporting policies of BNY Mellon, a global financial services company, conform to U.S. GAAP and prevailing industry practices. For information on our significant accounting and reporting policies, see Note 1 in our 2018 Annual Report.

The accompanying consolidated financial statements are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of financial position, results of operations and cash flows for the periods presented have been made. These financial statements should be read in conjunction with our 2018 Annual Report. Certain immaterial reclassifications have been made to prior periods to place them on a basis comparable with the current period presentation.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates based upon assumptions about future economic and market conditions which affect reported amounts and related disclosures in our financial statements. Although our current estimates contemplate current conditions and how we expect them to change in the future, it is reasonably possible that actual conditions could be worse than anticipated in those estimates, which could materially affect our results of operations and financial condition. Amounts subject to estimates are items such as allowance for loan losses and lending-related commitments, fair value of financial instruments and derivatives, goodwill and other intangibles and litigation and regulatory contingencies. Among other effects, such changes in estimates could result in future impairments of goodwill and intangible assets and establishment of allowances for loan losses and lending-related commitments as well as accruals for litigation and regulatory contingencies.

Note 2–Accounting changes and new accounting guidance

The following accounting changes and new accounting guidance were adopted in the first quarter of 2019.

ASU 2016-02, Leases

In February 2016, the FASB issued an ASU, Leases. The primary objective of this ASU is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and expand related disclosures. This ASU requires a “right-of-use” asset and a payment obligation liability on the balance sheet for most leases and subleases. Additionally, depending on the lease classification under the standard, it may result in different expense recognition patterns and classification than under existing accounting principles. For leases classified as finance leases, it will result in higher expense recognition in the earlier periods and lower expense in the later periods of the lease.

The Company adopted this guidance on Jan. 1, 2019 using the alternative transition method on a prospective basis and recognized right-of-use assets of $1.3 billion and lease liabilities of $1.5 billion on the consolidated balance sheet, both based on the present value of the expected remaining lease payments. See Note 6 for the disclosures required by this ASU.

ASU 2018-02, Income Statement—Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

In February 2018, the FASB issued an ASU, Income Statement—Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU permits a reclassification from accumulated other comprehensive income to retained earnings for the tax effects of items within accumulated other comprehensive income that do not reflect the lower statutory tax rate which was enacted by the 2017 U.S. tax legislation. BNY Mellon adopted this guidance in the first quarter of 2019, which resulted in a $90 million reclassification that decreased accumulated other comprehensive income and increased retained earnings.

52 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Note 3–Acquisitions and dispositions

We sometimes structure our acquisitions with both an initial payment and later contingent payments tied to post-closing revenue or income growth. Contingent payments ~~were $2~~totaled $4 million in the ~~second~~third quarter of 2019and$6 million in the first ~~six~~nine months of 2019.

At ~~June~~Sept. 30, 2019, we are potentially obligated to pay additional consideration which, using reasonable assumptions, could range from $4 million to $1713 million over the next three years, but could be higher as certain of the arrangements do not contain a contractual maximum.

The transactions described below did not have a material impact on BNY Mellon’s results of operations.

Transactions in 2018

On Jan. 2, 2018, BNY Mellon completed the sale of CenterSquare, one of our Investment Management boutiques, and recorded a gain on this transaction. CenterSquare had approximately $10 billion in AUM in U.S. and global real estate and infrastructure investments. In addition, goodwill of $52 million was removed from the consolidated balance sheet as a result of this sale.

On June 29, 2018, BNY Mellon completed the exchange of its majority equity interest in Amherst Capital Management LLC for a minority equity stake in Amherst Holdings LLC. Goodwill of $13 million was removed from the consolidated balance sheet and a gain was recorded as a result of this sale.

Note 4–Securities

The following tables present the amortized cost, the gross unrealized gains and losses and the fair value of securities at ~~June~~Sept. 30, 2019 and Dec. 31, 2018, respectively.


Securities at June 30, 2019			Gross unrealized
Securities at Sept. 30, 2019							Securities at Sept. 30, 2019		Gross unrealized
	Amortized cost				Gross unrealized								Fair value		Amortized cost		Fair value
(in millions)			Gains						Losses
Available-for-sale:
Agency RMBS	$	26,225	$	145	$	166	$	26,204	$	26,359	$	169	$	137	$	26,391
U.S. Treasury	13,805		424		32		14,197		14,480		662		16		15,126
Sovereign debt/sovereign guaranteed	12,184		161		3		12,342		12,980		172		2		13,150
Agency commercial MBS	9,499		194		15		9,678		9,304		282		10		9,576
Supranational	3,878		38		2		3,914		4,052		44		3		4,093
CLOs	3,665		1		17		3,649		3,882		1		15		3,868
Foreign covered bonds	3,385		17		4		3,398		3,575		22		4		3,593
Other ABS									2,477		10		3		2,484
U.S. government agencies	2,585		65		—		2,650		2,386		91		—		2,477
Other ABS	2,466		8		4		2,470
Non-agency commercial MBS	1,968		38		1		2,005		2,207		62		1		2,268
Foreign government agencies									2,175		12		1		2,186
Non-agency RMBS (a)									1,003		217		7		1,213
State and political subdivisions	1,253		28		1		1,280		1,159		27		2		1,184
Non-agency RMBS (a)	999		230		8		1,221
Corporate bonds	889		19		3		905		858		22		1		879
Other debt securities	1,671		9		—		1,680		71		3		—		74
Total securities available-for-sale (b)	$	84,472	$	1,377	$	256	$	85,593	$	86,968	$	1,796	$	202	$	88,562
Held-to-maturity:
Agency RMBS	$	26,591	$	195	$	127	$	26,659	$	26,652	$	270	$	59	$	26,863
U.S. Treasury	4,467		24		9		4,482		4,017		31		4		4,044
Agency commercial MBS									1,197		34		1		1,230
U.S. government agencies	1,276		1		1		1,276		922		1		1		922
Agency commercial MBS	1,179		22		1		1,200
Sovereign debt/sovereign guaranteed	823		39		—		862		787		40		—		827
Non-agency RMBS	91		4		2		93		86		4		2		88
Foreign covered bonds	80		1		—		81		76		1		—		77
Supranational	25		—		—		25		25		—		—		25
State and political subdivisions	17		—		—		17		16		—		—		16
Total securities held-to-maturity	$	34,549	$	286	$	140	$	34,695	$	33,778	$	381	$	67	$	34,092
Total securities	$	119,021	$	1,663	$	396	$	120,288	$	120,746	$	2,177	$	269	$	122,654


(a)	Includes ~~$753~~$689 million that was included in the former Grantor Trust.

(b)

Includes gross unrealized gains of ~~$36~~$33 million and gross unrealized losses of ~~$76~~$70 million recorded in accumulated other comprehensive income related to securities that were transferred from available-for-sale to held-to-maturity. The unrealized gains and losses are primarily related to Agency RMBS and will be amortized into net interest revenue over the contractual lives of the securities.

BNY Mellon 53

Notes to Consolidated Financial Statements (continued)


Securities at Dec. 31, 2018	Securities at Dec. 31, 2018		Gross unrealized						Securities at Dec. 31, 2018		Gross unrealized
	Amortized cost						Fair value		Amortized cost						Fair value
(in millions)			Gains		Losses						Gains		Losses
Available-for-sale:
Agency RMBS	$	25,594	$	83	$	369	$	25,308	$	25,594	$	83	$	369	$	25,308
U.S. Treasury	20,190		96		210		20,076		20,190		96		210		20,076
Sovereign debt/sovereign guaranteed	10,663		108		21		10,750		10,663		108		21		10,750
Agency commercial MBS	9,836		16		161		9,691		9,836		16		161		9,691
CLOs	3,410		—		46		3,364		3,410		—		46		3,364
Supranational	2,985		7		8		2,984		2,985		7		8		2,984
Foreign covered bonds	2,890		7		19		2,878		2,890		7		19		2,878
State and political subdivisions	2,251		18		22		2,247		2,251		18		22		2,247
Other ABS	1,776		1		4		1,773		1,776		1		4		1,773
U.S. government agencies	1,676		5		24		1,657		1,676		5		24		1,657
Non-agency commercial MBS	1,491		1		28		1,464		1,491		1		28		1,464
Non-agency RMBS (a)	1,095		241		11		1,325		1,095		241		11		1,325
Foreign government agencies									1,164		1		4		1,161
Corporate bonds	1,074		6		26		1,054		1,074		6		26		1,054
Other debt securities	1,236		6		4		1,238		72		5		—		77
Total securities available-for-sale (b)	$	86,167	$	595	$	953	$	85,809	$	86,167	$	595	$	953	$	85,809
Held-to-maturity:
Agency RMBS	$	25,507	$	32	$	632	$	24,907	$	25,507	$	32	$	632	$	24,907
U.S. Treasury	4,727		3		77		4,653		4,727		3		77		4,653
U.S. government agencies	1,497		—		10		1,487		1,497		—		10		1,487
Agency commercial MBS	1,195		—		26		1,169		1,195		—		26		1,169
Sovereign debt/sovereign guaranteed	833		26		—		859		833		26		—		859
Non-agency RMBS	100		4		2		102		100		4		2		102
Foreign covered bonds	80		1		—		81		80		1		—		81
Supranational	26		1		—		27		26		1		—		27
State and political subdivisions	17		—		—		17		17		—		—		17
Total securities held-to-maturity	$	33,982	$	67	$	747	$	33,302	$	33,982	$	67	$	747	$	33,302
Total securities	$	120,149	$	662	$	1,700	$	119,111	$	120,149	$	662	$	1,700	$	119,111


(a)	Includes $832 million that was included in the former Grantor Trust.


(b)	Includes gross unrealized gains of $39 million and gross unrealized losses of $87 million recorded in accumulated other comprehensive income related to securities that were transferred from available-for-sale to held-to-maturity. The unrealized gains and losses are primarily related to Agency RMBS and will be amortized into net interest revenue over the contractual lives of the securities.

The following table presents the realized gains, losses and impairments, on a gross basis.


Net securities gains (losses)
Net securities (losses) gains																Net securities (losses) gains
(in millions)	2Q19			1Q19			2Q18			YTD19			YTD18			3Q19			2Q19			3Q18			YTD19			YTD18
Realized gross gains	$	12		$	5		$	2		$	17		$	4		$	1		$	12		$	1		$	18		$	5
Realized gross losses	(5		)	(4		)	(1		)	(9		)	(52		)	(1		)	(5		)	(1		)	(10		)	(53		)
Recognized gross impairments	—			—			—			—			—			(1		)	—			—			(1		)	—
Total net securities gains (losses)	$	7		$	1		$	1		$	8		$	(48	)
Total net securities (losses) gains																$	(1	)	$	7		$	—		$	7		$	(48	)

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


Net securities gains (losses)
Net securities (losses) gains														Net securities (losses) gains
(in millions)	2Q19		1Q19			2Q18		YTD19			YTD18			3Q19			2Q19		3Q18			YTD19			YTD18
U.S. Treasury	$	3	$	1		$	—	$	4		$	(4	)	$	—		$	3	$	(1	)	$	4		$	(5	)
Sovereign debt/sovereign guaranteed	2		1			—		3			—			—			2		—			3			—
State and political subdivisions	2		—			1		2			(1		)	—			2		—			2			(1		)
Agency RMBS	—		—			—		—			(42		)	—			—		—			—			(42		)
Other	—		(1		)	—		(1		)	(1		)	(1		)	—		1			(2		)	—
Total net securities gains (losses)	$	7	$	1		$	1	$	8		$	(48	)
Total net securities (losses) gains														$	(1	)	$	7	$	—		$	7		$	(48	)

Temporarily impaired securities

At ~~June~~Sept. 30, 2019, 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, ~~$76~~$70 million of the unrealized losses at ~~June~~Sept. 30, 2019 and $87 million at Dec. 31, 2018 reflected in the available-for-sale sections of the tables below relate to certain securities (primarily Agency RMBS) that were transferred in prior periods from available-for-sale to held-to-maturity. The unrealized losses will be amortized into net interest revenue over the contractual lives of the securities. The transfer created a new cost basis for the securities. As a result, if these securities have experienced unrealized losses since the date of transfer, the corresponding fair value and unrealized losses would be reflected in the held-to-maturity sections of the following tables. We do not intend to sell these securities, and it is not more likely than not that we will have to sell these securities.

54 BNY Mellon

Notes to Consolidated Financial Statements (continued)

The following tables show the aggregate fair value of 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.


Temporarily impaired securities at June 30, 2019	Less than 12 months				12 months or more					Total
	Fair value		Unrealized losses		Fair value		Unrealized losses			Fair value		Unrealized losses
Temporarily impaired securities at Sept. 30, 2019									Less than 12 months						12 months or more					Total
														Fair value		Unrealized losses			Fair value			Unrealized losses			Fair value			Unrealized losses
(in millions)	Fair value		Unrealized losses			Fair value		Unrealized losses										Fair value													Unrealized losses
Available-for-sale:
Agency RMBS	$	9,070	$	31	$	7,410	$	135		$	16,480	$	166	$	9,513	$	32			$	4,485		$	105			$	13,998		$	137
U.S. Treasury	74		1		2,961		31			3,035		32		2,536		11			764			5			3,300			16
Sovereign debt/sovereign guaranteed	1,680		1		738		2			2,418		3		2,227		2			149			—			2,376			2
Agency commercial MBS	2,353		6		1,030		9			3,383		15		1,691		7			583			3			2,274			10
Supranational	814		1		206		1			1,020		2		979		2			204			1			1,183			3
CLOs	1,346		4		1,134		13			2,480		17		1,491		4			1,098			11			2,589			15
Foreign covered bonds	568		1		707		3			1,275		4		712		2			440			2			1,152			4
Other ABS	1,053		4		31		—			1,084		4		1,062		3			55			—			1,117			3
Non-agency commercial MBS	414		1		38		—			452		1		554		1			55			—			609			1
Foreign government agencies														860		1			50			—			910			1
Non-agency RMBS (a)														26		1			111			6			137			7
State and political subdivisions	—		—		116		1			116		1		101		2			16			—			117			2
Non-agency RMBS (a)	26		—		121		8			147		8
Corporate bonds	26		—		238		3			264		3		77		1			67			—			144			1
Total securities available-for-sale (b)	$	17,424	$	50	$	14,730	$	206		$	32,154	$	256	$	21,829	$	69		$	8,077		$	133		$	29,906		$	202
Held-to-maturity:
Agency RMBS	$	623	$	1	$	12,922	$	126		$	13,545	$	127	$	3,745	$	12		$	4,952		$	47		$	8,697		$	59
U.S. Treasury	—		—		2,066		9			2,066		9		346		2			1,104			2			1,450			4
Agency commercial MBS														67		1			—			—			67			1
U.S. government agencies	50		—		407		1			457		1		225		1			225			—			450			1
Agency commercial MBS	—		—		57		1			57		1
Non-agency RMBS	7		—		42		2			49		2		7		—			39			2			46			2
Total securities held-to-maturity	$	680	$	1	$	15,494	$	139		$	16,174	$	140	$	4,390	$	16		$	6,320		$	51		$	10,710		$	67
Total temporarily impaired securities	$	18,104	$	51	$	30,224	$	345		$	48,328	$	396	$	26,219	$	85		$	14,397		$	184		$	40,616		$	269


(a)	Includes $6$5 million of securities with an unrealized loss of less than $1 million for less than 12 months and $3$2 million of securities with an unrealized loss of less than $1 million for 12 months or more that were included in the former Grantor Trust.

(b)

Includes gross unrealized losses of ~~$76~~$70 million for 12 months or more recorded in accumulated other comprehensive income related to securities that were transferred from available-for-sale to held-to-maturity. The unrealized losses are primarily related to Agency RMBS and will be amortized into net interest revenue over the contractual lives of the securities. There were no0 gross unrealized losses for less than 12 months.

BNY Mellon 55

Notes to Consolidated Financial Statements (continued)


Temporarily impaired securities at Dec. 31, 2018	Less than 12 months				12 months or more				Total				Less than 12 months				12 months or more				Total
(in millions)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Available-for-sale:
Agency RMBS	$	6,678	$	30	$	9,250	$	339	$	15,928	$	369	$	6,678	$	30	$	9,250	$	339	$	15,928	$	369
U.S. Treasury	6,126		23		6,880		187		13,006		210		6,126		23		6,880		187		13,006		210
Sovereign debt/sovereign guaranteed	2,185		8		988		13		3,173		21		2,185		8		988		13		3,173		21
Agency commercial MBS	4,505		50		3,082		111		7,587		161		4,505		50		3,082		111		7,587		161
CLOs	3,280		46		2		—		3,282		46		3,280		46		2		—		3,282		46
Supranational	974		2		481		6		1,455		8		974		2		481		6		1,455		8
Foreign covered bonds	1,058		7		736		12		1,794		19		1,058		7		736		12		1,794		19
State and political subdivisions	316		1		668		21		984		22		316		1		668		21		984		22
Other ABS	1,289		4		23		—		1,312		4		1,289		4		23		—		1,312		4
U.S. government agencies	513		4		673		20		1,186		24		513		4		673		20		1,186		24
Non-agency commercial MBS	1,015		14		362		14		1,377		28		1,015		14		362		14		1,377		28
Non-agency RMBS (a)	94		1		157		10		251		11		94		1		157		10		251		11
Foreign government agencies													397		1		256		3		653		4
Corporate bonds	685		24		50		2		735		26		685		24		50		2		735		26
Other debt securities	397		1		256		3		653		4
Total securities available-for-sale (b)	$	29,115	$	215	$	23,608	$	738	$	52,723	$	953	$	29,115	$	215	$	23,608	$	738	$	52,723	$	953
Held-to-maturity:
Agency RMBS	$	4,602	$	56	$	17,107	$	576	$	21,709	$	632	$	4,602	$	56	$	17,107	$	576	$	21,709	$	632
U.S. Treasury	157		2		4,343		75		4,500		77		157		2		4,343		75		4,500		77
U.S. government agencies	—		—		1,111		10		1,111		10		—		—		1,111		10		1,111		10
Agency commercial MBS	477		7		654		19		1,131		26		477		7		654		19		1,131		26
Non-agency RMBS	22		1		31		1		53		2		22		1		31		1		53		2
Total securities held-to-maturity	$	5,258	$	66	$	23,246	$	681	$	28,504	$	747	$	5,258	$	66	$	23,246	$	681	$	28,504	$	747
Total temporarily impaired securities	$	34,373	$	281	$	46,854	$	1,419	$	81,227	$	1,700	$	34,373	$	281	$	46,854	$	1,419	$	81,227	$	1,700


(a)	Includes $22 million of securities with an unrealized loss of less than $1 million for less than 12 months and $3 million of securities with an unrealized loss of less than $1 million for 12 months or more that were included in the former Grantor Trust.

(b)

Includes gross unrealized losses of $87 million for 12 months or more recorded in accumulated other comprehensive income related to securities that were transferred from available-for-sale to held-to-maturity. The unrealized losses are primarily related to Agency RMBS and will be amortized into net interest revenue over the contractual lives of the securities. There were no0 gross unrealized losses for less than 12 months.

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


Maturity distribution and yields on securities at June 30, 2019	U.S. Treasury				U.S. government agencies				State and political subdivisions				Other bonds, notes and debentures				Mortgage/ asset-backed
Maturity distribution and yields on securities at Sept. 30, 2019																							U.S. Treasury				U.S. government agencies				State and political subdivisions				Other bonds, notes and debentures				Mortgage/ asset-backed
(dollars in millions)	Amount		Yield (a)		Amount		Yield (a)		Amount		Yield (a)		Amount		Yield (a)		Amount		Yield (a)		Total		Amount		Yield (a)		Amount		Yield (a)		Amount		Yield (a)		Amount		Yield (a)		Amount		Yield (a)		Total
Securities available-for-sale:
One year or less	$	3,152	2.59	%	$	80	2.28	%	$	189	2.97	%	$	7,148	1.32	%	$	—	—	%	$	10,569	$	2,692	2.60	%	$	81	2.28	%	$	144	2.85	%	$	8,129	1.20	%	$	—	—	%	$	11,046
Over 1 through 5 years	5,057		1.81		991		2.68		849		3.16		12,999		1.34		—		—		19,896		5,703		1.78		804		2.54		799		3.18		13,993		1.22		—		—		21,299
Over 5 through 10 years	3,283		2.31		1,579		2.81		130		3.05		1,883		0.84		—		—		6,875		3,851		2.23		1,592		2.76		130		3.05		1,649		1.01		—		—		7,222
Over 10 years	2,705		3.11		—		—		112		2.96		209		1.78		—		—		3,026		2,880		3.11		—		—		111		2.72		204		1.78		—		—		3,195
Mortgage-backed securities	—		—		—		—		—		—		—		—		39,108		3.18		39,108		—		—		—		—		—		—		—		—		39,448		3.00		39,448
Asset-backed securities	—		—		—		—		—		—		—		—		6,119		3.33		6,119		—		—		—		—		—		—		—		—		6,352		3.09		6,352
Total	$	14,197	2.35	%	$	2,650	2.74	%	$	1,280	3.10	%	$	22,239	1.30	%	$	45,227	3.20	%	$	85,593	$	15,126	2.29	%	$	2,477	2.68	%	$	1,184	3.08	%	$	23,975	1.20	%	$	45,800	3.02	%	$	88,562
Securities held-to-maturity:
One year or less	$	1,556	1.48	%	$	333	1.31	%	$	—	—	%	$	82	0.64	%	$	—	—	%	$	1,971	$	1,106	1.45	%	$	300	1.49	%	$	—	—	%	$	186	0.66	%	$	—	—	%	$	1,592
Over 1 through 5 years	2,600		1.96		759		2.33		3		5.68		487		0.57		—		—		3,849		2,600		1.96		478		2.29		3		5.68		488		0.79		—		—		3,569
Over 5 through 10 years	311		2.18		172		2.89		—		—		359		0.81		—		—		842		311		2.18		132		2.81		—		—		214		0.43		—		—		657
Over 10 years	—		—		12		3.25		14		4.76		—		—		—		—		26		—		—		12		3.25		13		4.76		—		—		—		—		25
Mortgage-backed securities	—		—		—		—		—		—		—		—		27,861		2.98		27,861		—		—		—		—		—		—		—		—		27,935		2.96		27,935
Total	$	4,467	1.81	%	$	1,276	2.15	%	$	17	4.93	%	$	928	0.67	%	$	27,861	2.98	%	$	34,549	$	4,017	1.84	%	$	922	2.12	%	$	16	4.93	%	$	888	0.67	%	$	27,935	2.96	%	$	33,778


(a)	Yields are based upon the amortized cost of securities.

56 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Other-than-temporary impairment

For each security in the securities portfolio, a quarterly review is conducted to determine if an OTTI has occurred. See Note 1 of the Notes to Consolidated Financial Statements in our 2018 Annual Report for a discussion of the determination of OTTI.

The following table reflects securities credit losses recorded in earnings. The beginning balance represents the credit loss component for which OTTI occurred on debt securities in prior periods. The additions represent the first time a debt security was credit impaired or when subsequent credit impairments have occurred. The deductions represent credit losses on securities that have been sold, are required to be sold, or for which it is our intention to sell.


Debt securities credit loss roll forward
(in millions)	2Q19		2Q18		3Q19		3Q18
Beginning balance as of March 31	$	77	$	80
Beginning balance as of June 30					$	77	$	79
Add: Initial OTTI credit losses	—		—		—		—
Subsequent OTTI credit losses	—		—		1		—
Less: Realized losses for securities sold	—		1		—		1
Ending balance as of June 30	$	77	$	79
Ending balance as of September 30					$	78	$	78


Debt securities credit loss roll forward
(in millions)	YTD19		YTD18		YTD19		YTD18
Beginning balance as of Dec. 31	$	78	$	84	$	78	$	84
Add: Initial OTTI credit losses	—		—		—		—
Subsequent OTTI credit losses	—		—		1		—
Less: Realized losses for securities sold	1		5		1		6
Ending balance as of June 30	$	77	$	79
Ending balance as of September 30					$	78	$	78

Pledged assets

At ~~June~~Sept. 30, 2019, BNY Mellon had pledged assets of ~~$117~~$116 billion, including ~~$90~~$91 billion pledged as collateral for potential borrowings at the Federal Reserve Discount Window and $7$6 billion pledged as collateral for borrowing at the FHLB. The components of the assets pledged at ~~June~~Sept. 30, 2019 included $98 billion of securities, ~~$14~~$13 billion of loans, $5$4 billion of trading assets and ~~less than~~ $1 billion of interest-bearing deposits with banks.

If there has been no borrowing at the Federal Reserve Discount Window, the Federal Reserve generally allows banks to freely move assets in and out of their pledged assets account to sell or repledge the assets

for other purposes. BNY Mellon regularly moves assets in and out of its pledged assets account at the Federal Reserve.

At Dec. 31, 2018, BNY Mellon had pledged assets of $120 billion, including $96 billion pledged as collateral for potential borrowing at the Federal Reserve Discount Window and $7 billion pledged as collateral for borrowing at the FHLB. The components of the assets pledged at Dec. 31, 2018 included $100 billion of securities, $15 billion of loans, $4 billion of trading assets and $1 billion of interest-bearing deposits with banks.

At ~~June~~Sept. 30, 2019 and Dec. 31, 2018, pledged assets included ~~$19~~$17 billion and $13 billion, respectively, for which the recipients were permitted to sell or repledge the assets delivered.

We also obtain securities as collateral, including receipts under resale agreements, securities borrowed, derivative contracts and custody agreements on terms which permit us to sell or repledge the securities to others. At ~~June~~Sept. 30, 2019 and Dec. 31, 2018, the market value of the securities received that can be sold or repledged was ~~$164~~$129 billion and $151 billion, respectively. We routinely sell or repledge these securities through delivery to third parties. As of ~~June~~Sept. 30, 2019 and Dec. 31, 2018, the market value of securities collateral sold or repledged was ~~$101~~$83 billion and $101 billion, respectively.

Restricted cash and securities

Cash and securities may be segregated under federal and other regulations or requirements. At ~~June~~Sept. 30, 2019 and Dec. 31, 2018, cash segregated under federal and other regulations or requirements was $2 billion and $2 billion, respectively. Restricted cash is included in interest-bearing deposits with banks on the consolidated balance sheet. Securities segregated for these purposes were $2 billion at ~~June~~Sept. 30, 2019 and $2 billion at Dec. 31, 2018. 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.

BNY Mellon 57

Notes to Consolidated Financial Statements (continued)

Note 5–Loans and asset quality

Loans

The table below provides the details of our loan portfolio and industry concentrations of credit risk at ~~June~~Sept. 30, 2019 and Dec. 31, 2018.


Loans	June 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018
(in millions)
Domestic:
Commercial	$	1,452	$	1,949	$	1,335	$	1,949
Commercial real estate	5,192		4,787		5,292		4,787
Financial institutions	4,574		5,091		4,973		5,091
Lease financings	662		706		559		706
Wealth management loans and mortgages	15,579		15,843		15,764		15,843
Other residential mortgages	549		594		520		594
Overdrafts	1,575		1,550		1,247		1,550
Other	1,122		1,181		1,143		1,181
Margin loans	10,152		13,343		10,177		13,343
Total domestic	40,857		45,044		41,010		45,044
Foreign:
Commercial	285		183		358		183
Commercial real estate	7		—		18		—
Financial institutions	6,948		6,492		8,441		6,492
Lease financings	563		551		569		551
Wealth management loans and mortgages	90		122		92		122
Other (primarily overdrafts)	3,196		4,031		4,106		4,031
Margin loans	450		141		287		141
Total foreign	11,539		11,520		13,871		11,520
Total loans (a)	$	52,396	$	56,564	$	54,881	$	56,564


(a)	Net of unearned income of $~~340~~325 million at ~~June~~Sept. 30, 2019 and $358 million at Dec. 31, 2018 primarily related to domestic and foreign lease financings.

Our loan portfolio consists of ~~three~~3 portfolio segments: commercial, lease financings and mortgages. We manage our portfolio at the class level, which consists of ~~six~~6 classes of financing receivables: commercial, commercial real estate, financial institutions, lease financings, wealth management loans and mortgages, and other residential mortgages.

The following tables are presented for each class of financing receivables and provide additional information about our credit risks and the adequacy of our allowance for credit losses.

58 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Allowance for credit losses

Activity in the allowance for credit losses is ~~summarized as follows.~~presented below.


Allowance for credit losses activity for the quarter ended June 30, 2019												Wealth management loans and mortgages			Other residential mortgages
Allowance for credit losses activity for the quarter ended Sept. 30, 2019																					Allowance for credit losses activity for the quarter ended Sept. 30, 2019											Wealth management loans and mortgages		Other residential mortgages
(in millions)	Commercial			Commercial real estate			Financial institutions			Lease financings		Wealth management loans and mortgages			Other residential mortgages			Wealth management loans and mortgages		Other residential mortgages			All other				Foreign			Total		Wealth management loans and mortgages		Other residential mortgages			Commercial		Commercial real estate		Financial institutions		Lease financings			All other				Foreign	Total
Beginning balance	$	82		$	74		$	23		$	4	$	—			$	29	Wealth management loans and mortgages		Other residential mortgages				$	248		$	77		$	72	$	21	$	4		$	20	$	14	$	—		$	33		$	241
Charge-offs	—			—			—			—		(1		)	—			—			—			(1		)	(1		)	—		—		—			—		—		—			—			(1		)
Recoveries	—			—			—			—		—			2			—			—			2			—			—		—		—			—		—		—			—			—
Net (charge-offs) recoveries	—			—			—			—		(1		)	2			—			—			1
Net (charge-offs)																											(1		)	—		—		—			—		—		—			—			(1		)
Provision	(5		)	(2		)	(2		)	—		—			(3		)	—			4			(8		)	(15		)	5		—		(1		)	—		—		—			(5		)	(16		)
Ending balance	$	77		$	72		$	21		$	4	$	20		$	14		$	—		$	33		$	241		$	61		$	77	$	21	$	3		$	20	$	14	$	—		$	28		$	224
Allowance for:
Loan losses	$	23		$	57		$	8		$	4	$	17		$	14		$	—		$	23		$	146		$	10		$	57	$	7	$	3		$	17	$	14	$	—		$	19		$	127
Lending-related commitments	54			15			13			—		3			—			—			10			95			51			20		14		—			3		—		—			9			97
Individually evaluated for impairment:
Loan balance	$	96		$	—		$	—		$	—	$	16		$	—		$	—		$	—		$	112		$	—		$	—	$	—	$	—		$	16	$	—	$	—		$	—		$	16
Allowance for loan losses	10			—			—			—		—			—			—			—			10			—			—		—		—			—		—		—			—			—
Collectively evaluated for impairment:
Loan balance	$	1,356		$	5,192		$	4,574		$	662	$	15,563		$	549		$	12,849	(a)	$	11,539		$	52,284		$	1,335		$	5,292	$	4,973	$	559		$	15,748	$	520	$	12,567	(a)	$	13,871		$	54,865
Allowance for loan losses	13			57			8			4		17			14			—			23			136			10			57		7		3			17		14		—			19			127


(a)	Includes $1,247 million of domestic overdrafts, $10,177 million of margin loans and $1,143 million of other loans at Sept. 30, 2019.



Allowance for credit losses activity for the quarter ended June 30, 2019												Wealth management loans and mortgages			Other residential mortgages
(in millions)	Commercial			Commercial real estate			Financial institutions			Lease financings		Wealth management loans and mortgages			Other residential mortgages			All other			Foreign		Total
Beginning balance	$	82		$	74		$	23		$	4	$	21		$	15		$	—		$	29	$	248
Charge-offs	—			—			—			—		(1		)	—			—			—		(1		)
Recoveries	—			—			—			—		—			2			—			—		2
Net (charge-offs) recoveries	—			—			—			—		(1		)	2			—			—		1
Provision	(5		)	(2		)	(2		)	—		—			(3		)	—			4		(8		)
Ending balance	$	77		$	72		$	21		$	4	$	20		$	14		$	—		$	33	$	241
Allowance for:
Loan losses	$	23		$	57		$	8		$	4	$	17		$	14		$	—		$	23	$	146
Lending-related commitments	54			15			13			—		3			—			—			10		95
Individually evaluated for impairment:
Loan balance	$	96		$	—		$	—		$	—	$	16		$	—		$	—		$	—	$	112
Allowance for loan losses	10			—			—			—		—			—			—			—		10
Collectively evaluated for impairment:
Loan balance	$	1,356		$	5,192		$	4,574		$	662	$	15,563		$	549		$	12,849	(a)	$	11,539	$	52,284
Allowance for loan losses	13			57			8			4		17			14			—			23		136


(a)	Includes $1,575 million of domestic overdrafts, $10,152 million of margin loans and $1,122 million of other loans at June 30, ~~2019.~~

Allowance for credit losses activity for the quarter ended March 31, 2019 Wealth management loans and mortgages
Other
residential
mortgages

(in millions) Commercial
Commercial
real estate

Financial
institutions

Lease
financings

All
other

Foreign
Total
Beginning balance $ 81
$ 75
$ 22
$ 5
$ 21
$ 16
$ —
$ 32
$ 252
Charge-offs (11 ) —
—
—
—
—
—
—
(11 )
Recoveries —
—
—
—
—
—
—
—
—
Net charge-offs (11 ) —
—
—
—
—
—
—
(11 )
Provision 12
(1 ) 1
(1 ) —
(1 ) —
(3 ) 7
Ending balance $ 82
$ 74
$ 23
$ 4
$ 21
$ 15
$ —
$ 29
$ 248
Allowance for:
Loan losses $ 24
$ 56
$ 10
$ 4
$ 18
$ 15
$ —
$ 19
$ 146
Lending-related commitments 58
18
13
—
3
—
—
10
102
Individually evaluated for impairment:
Loan balance $ 96
$ —
$ —
$ —
$ 4
$ —
$ —
$ —
$ 100
Allowance for loan losses 10
—
—
—
—
—
—
—
10
Collectively evaluated for impairment:
Loan balance $ 1,626
$ 4,921
$ 4,652
$ 653
$ 15,724
$ 574
$ 13,913
(a) $ 11,324
$ 53,387
Allowance for loan losses 14
56
10
4
18
15
—
19
136


~~(a)~~	~~Includes $654 million of domestic overdrafts, $12,107 million of margin loans and $1,152 million of other loans at March 31,~~ 2019.

BNY Mellon 59

Notes to Consolidated Financial Statements (continued)


Allowance for credit losses activity for the quarter ended June 30, 2018											Wealth management loans and mortgages		Other residential mortgages			All other			Foreign			Total
Allowance for credit losses activity for the quarter ended Sept. 30, 2018													Other residential mortgages			All other		Allowance for credit losses activity for the quarter ended Sept. 30, 2018											Wealth management loans and mortgages			Other residential mortgages			All other				Foreign			Total
(in millions)	Commercial		Commercial real estate			Financial institutions		Lease financings			Wealth management loans and mortgages	Wealth management loans and mortgages		Other residential mortgages			All other		Foreign			Total				Foreign		Total				Other residential mortgages			All other				Foreign			Total		Commercial			Commercial real estate			Financial institutions	Lease financings
Beginning balance	$	75	$	75		$	22	$	7			Wealth management loans and mortgages		Other residential mortgages			All other		$	76		$	74		$	Foreign		Total		24		$	6		$	23			$	18		$	—		$	33		$	254
Charge-offs	—		—			—		—			—		—			—			—			—			—		—			—			—			—			(1		)	—			—			(1		)
Recoveries	—		—			—		—			—		1			—			—			1			—		—			—			—			—			1			—			—			1
Net recoveries	—		—			—		—			—		1			—			—			1			—		—			—			—			—			—			—			—			—
Provision	1		(1		)	2		(1		)	—		(2		)	—			(2		)	(3		)	—		(1		)	1			—			(2		)	(1		)	—			—			(3		)
Ending balance	$	76	$	74		$	24	$	6		$	23	$	18		$	—		$	33		$	254		$	76	$	73		$	25		$	6		$	21		$	17		$	—		$	33		$	251
Allowance for:
Loan losses	$	17	$	55		$	8	$	6		$	19	$	18		$	—		$	22		$	145		$	17	$	53		$	9		$	6		$	17		$	17		$	—		$	21		$	140
Lending-related commitments	59		19			16		—			4		—			—			11			109			59		20			16			—			4			—			—			12			111
Individually evaluated for impairment:
Loan balance	$	—	$	—		$	—	$	—		$	5	$	—		$	—		$	—		$	5		$	—	$	—		$	—		$	—		$	4		$	—		$	—		$	—		$	4
Allowance for loan losses	—		—			—		—			—		—			—			—			—			—		—			—			—			—			—			—			—			—
Collectively evaluated for impairment:
Loan balance	$	2,117	$	4,974		$	5,526	$	758		$	16,186	$	653		$	17,173	(a)	$	10,384		$	57,771		$	1,928	$	5,034		$	4,237		$	738		$	15,848		$	623		$	15,306	(a)	$	10,269		$	53,983
Allowance for loan losses	17		55			8		6			19		18			—			22			145			17		53			9			6			17			17			—			21			140


(a)	Includes ~~$1,090~~$784 million of domestic overdrafts, ~~$14,914~~$13,326 million of margin loans and ~~$1,169~~$1,196 million of other loans at ~~June~~Sept. 30, 2018.


Allowance for credit losses activity for the six months ended June 30, 2019													Wealth management loans and mortgages			Other residential mortgages			All other		Foreign		Total
Allowance for credit losses activity for the nine months ended Sept. 30, 2019																										Allowance for credit losses activity for the nine months ended Sept. 30, 2019											Wealth management loans and mortgages			Other residential mortgages			All other		Foreign			Total
(in millions)	Commercial			Commercial real estate			Financial institutions			Lease financings			Wealth management loans and mortgages			Other residential mortgages			All other		Foreign		Total			Commercial			Commercial real estate		Financial institutions			Lease financings
Beginning balance	$	81		$	75		$	22		$	5															$	81		$	75	$	22		$	5		$	21		$	16		$	—	$	32		$	252
Charge-offs	(11		)	—			—			—			(1		)	—			—		—		(12		)	(12		)	—		—			—			(1		)	—			—		—			(13		)
Recoveries	—			—			—			—			—			2			—		—		2			—			—		—			—			—			2			—		—			2
Net (charge-offs) recoveries	(11		)	—			—			—			(1		)	2			—		—		(10		)	(12		)	—		—			—			(1		)	2			—		—			(11		)
Provision	7			(3		)	(1		)	(1		)	—			(4		)	—		1		(1		)	(8		)	2		(1		)	(2		)	—			(4		)	—		(4		)	(17		)
Ending balance	$	77		$	72		$	21		$	4		$	20		$	14		$	—	$	33	$	241		$	61		$	77	$	21		$	3		$	20		$	14		$	—	$	28		$	224


Allowance for credit losses activity for the six months ended June 30, 2018												Wealth management loans and mortgages		Other residential mortgages			All other		Foreign			Total
Allowance for credit losses activity for the nine months ended Sept. 30, 2018																									Allowance for credit losses activity for the nine months ended Sept. 30, 2018											Wealth management loans and mortgages			Other residential mortgages			All other		Foreign			Total
(in millions)	Commercial			Commercial real estate			Financial institutions		Lease financings			Wealth management loans and mortgages		Other residential mortgages			All other		Foreign			Total			Commercial			Commercial real estate			Financial institutions		Lease financings
Beginning balance	$	77		$	76		$	23	$	8															$	77		$	76		$	23	$	8		$	22		$	20		$	—	$	35		$	261
Charge-offs	—			—			—		—			—		—			—		—			—			—			—			—		—			—			(1		)	—		—			(1		)
Recoveries	—			—			—		—			—		1			—		—			1			—			—			—		—			—			2			—		—			2
Net recoveries	—			—			—		—			—		1			—		—			1			—			—			—		—			—			1			—		—			1
Provision	(1		)	(2		)	1		(2		)	1		(3		)	—		(2		)	(8		)	(1		)	(3		)	2		(2		)	(1		)	(4		)	—		(2		)	(11		)
Ending balance	$	76		$	74		$	24	$	6		$	23	$	18		$	—	$	33		$	254		$	76		$	73		$	25	$	6		$	21		$	17		$	—	$	33		$	251

60 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Nonperforming assets

The table below presents our nonperforming assets.

Nonperforming assets
(in millions)
June 30, 2019
Dec. 31, 2018

Nonperforming loans:
Commercial $ 96
$ —
Other residential mortgages 65
67
Wealth management loans and mortgages 23
9
Total nonperforming loans 184
76
Other assets owned 2
3

Total nonperforming assets (a)
$ 186
$ 79



Nonperforming assets (in millions)	Sept. 30, 2019		Dec. 31, 2018
Nonperforming assets (in millions)	Sept. 30, 2019		Dec. 31, 2018
Nonperforming loans:
Other residential mortgages	$	62	$	67
Wealth management loans and mortgages	24		9
Total nonperforming loans	86		76
Other assets owned	2		3
Total nonperforming assets	$	88	$	79


~~(a)~~	In the second quarter of 2019, we refined the application of our nonperforming assets policy for first lien residential mortgage loans greater than 90 days delinquent that resulted in a $12 million increase in nonperforming assets.

At ~~June~~Sept. 30, 2019, undrawn commitments to borrowers whose loans were classified as nonaccrual or reduced rate were not material.

Lost interest

Interest revenue would have increased by $1 million in the third quarter of 2019, $4 million in the second quarter of 2019, $2$1 million in the third quarter of 2018, $4 million in the first ~~quarter~~nine months of 2019 ~~$1 million in the second quarter of 2018, $7~~and $4 million in the first ~~six months of 2019 and $2 million in the first six~~nine months of 2018 if nonperforming loans at period-end had been performing for the entire respective period.

Impaired loans

The tables below present information about our impaired loans.


Impaired loans	2Q19				1Q19				2Q18				YTD19				YTD18				3Q19				2Q19				3Q18				YTD19				YTD18
(in millions)	Average recorded investment		Interest revenue recognized		Average recorded investment		Interest revenue recognized		Average recorded investment		Interest revenue recognized		Average recorded investment		Interest revenue recognized		Average recorded investment		Interest revenue recognized		Average recorded investment		Interest revenue recognized		Average recorded investment		Interest revenue recognized		Average recorded investment		Interest revenue recognized		Average recorded investment		Interest revenue recognized		Average recorded investment		Interest revenue recognized
Impaired loans with an allowance:
Commercial	$	96	$	—	$	48	$	—	$	—	$	—	$	64	$	—	$	—	$	—	$	48	$	—	$	96	$	—	$	—	$	—	$	48	$	—	$	—	$	—
Wealth management loans and mortgages	—		—		—		—		1		—		—		—		1		—		—		—		—		—		—		—		—		—		1		—
Total impaired loans with an allowance	96		—		48		—		1		—		64		—		1		—		48		—		96		—		—		—		48		—		1		—
Impaired loans without an allowance: (a)
Wealth management loans and mortgages	10		—		4		—		4		—		8		—		4		—		16		—		10		—		4		—		10		—		4		—
Total impaired loans	$	106	$	—	$	52	$	—	$	5	$	—	$	72	$	—	$	5	$	—	$	64	$	—	$	106	$	—	$	4	$	—	$	58	$	—	$	5	$	—


(a)	When the discounted cash flows, collateral value or market price equals or exceeds the carrying value of the loan, then the loan does not require an allowance under the accounting standard related to impaired loans.

~~BNY Mellon 61~~

~~Notes to Consolidated Financial Statements(continued)~~


Impaired loans	June 30, 2019						Dec. 31, 2018						Sept. 30, 2019						Dec. 31, 2018
(in millions)	Recorded investment		Unpaid principal balance		Related allowance (a)		Recorded investment		Unpaid principal balance		Related allowance (a)		Recorded investment		Unpaid principal balance		Related allowance (a)		Recorded investment		Unpaid principal balance		Related allowance (a)
Impaired loans with an allowance:
Commercial	$	96	$	96	$	10	$	—	$	—	$	—
Impaired loans without an allowance: (b)
Wealth management loans and mortgages	16		16		N/A		4		4		N/A		16		16		N/A		4		4		N/A
Total impaired loans (c)	$	112	$	112	$	10	$	4	$	4	$	—	$	16	$	16	$	—	$	4	$	4	$	—


(a)	The allowance for impaired loans is included in the allowance for loan losses.


(b)	When the discounted cash flows, collateral value or market price equals or exceeds the carrying value of the loan, then the loan does not require an allowance under the accounting standard related to impaired loans.


(c)	Excludes an aggregate of less than $1 million of impaired loans in amounts individually less than $1 million at both ~~June~~Sept. 30, 2019 and Dec. 31, 2018, respectively. The allowance for loan losses associated with these loans totaled less than $1 million at both ~~June~~Sept. 30, 2019 and Dec. 31, 2018, respectively.

N/A - Not applicable.

BNY Mellon 61

Notes to Consolidated Financial Statements(continued)

Past due loans

The table below presents our past due loans.


Past due loans and still accruing interest	June 30, 2019								Dec. 31, 2018								Sept. 30, 2019								Dec. 31, 2018
	Days past due						Total past due		Days past due						Total past due		Days past due						Total past due		Days past due						Total past due
(in millions)	30-59		60-89		≥90				30-59		60-89		≥90				30-59		60-89		≥90				30-59		60-89		≥90
Financial institutions																	$	99	$	—	$	—	$	99	$	3	$	3	$	—	$	6
Wealth management loans and mortgages	$	19	$	2	$	—	$	21	$	22	$	1	$	5	$	28	46		—		—		46		22		1		5		28
Other residential mortgages	11		1		—		12		12		6		7		25		10		3		—		13		12		6		7		25
Financial institutions	10		—		—		10		3		3		—		6
Commercial real estate	9		—		—		9		1		—		—		1		13		—		—		13		1		—		—		1
Total past due loans	$	49	$	3	$	—	$	52	$	38	$	10	$	12	$	60	$	168	$	3	$	—	$	171	$	38	$	10	$	12	$	60

Troubled debt restructurings

A modified loan is considered a TDR if the debtor is experiencing financial difficulties and the creditor grants a concession to the debtor that would not otherwise be considered. We modified loans of ~~less than $1~~$4 million in the ~~second~~third quarter of 2019, $1 million in the ~~second~~third quarter of 2018 and less than $1 million in the ~~first~~second quarter of 2019. The loans were primarily other residential mortgages.

Credit quality indicators

Our credit strategy is to focus on investment-grade clients that are active users of our non-credit services. Each customer is assigned an internal credit rating, which is mapped to an external rating agency grade equivalent, if possible, based upon a number of dimensions, which are continually evaluated and may change over time.

The following tables present information about credit quality indicators.

Commercial loan portfolio


Commercial loan portfolio – Credit risk profile by creditworthiness category	Commercial				Commercial real estate				Financial institutions				Commercial				Commercial real estate				Financial institutions
	June 30, 2019		Dec. 31, 2018		June 30, 2019		Dec. 31, 2018		June 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018
(in millions)	June 30, 2019		Dec. 31, 2018		June 30, 2019		Dec. 31, 2018		June 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018
Investment grade	$	1,555	$	2,036	$	4,577	$	4,184	$	9,338	$	9,586	$	1,652	$	2,036	$	4,753	$	4,184	$	11,346	$	9,586
Non-investment grade	182		96		622		603		2,184		1,997		41		96		557		603		2,068		1,997
Total	$	1,737	$	2,132	$	5,199	$	4,787	$	11,522	$	11,583	$	1,693	$	2,132	$	5,310	$	4,787	$	13,414	$	11,583

~~62 BNY Mellon~~

~~Notes to Consolidated Financial Statements(continued)~~

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.

Wealth management loans and mortgages


Wealth management loans and mortgages – Credit risk profile by internally assigned grade	Wealth management loans and mortgages – Credit risk profile by internally assigned grade				Wealth management loans and mortgages – Credit risk profile by internally assigned grade
	June 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018
(in millions)
Wealth management loans:
Investment grade	$	6,673	$	6,901	$	6,966	$	6,901
Non-investment grade	161		106		57		106
Wealth management mortgages	8,835		8,958		8,833		8,958
Total	$	15,669	$	15,965	$	15,856	$	15,965

Wealth management non-mortgage loans are not typically rated by external rating agencies. A majority of the wealth management loans are secured by the customers’ investment management accounts or custody accounts. Eligible assets pledged for these

62 BNY Mellon

Notes to Consolidated Financial Statements(continued)

loans are typically investment grade fixed-income securities, equities and/or mutual funds. Internal ratings for this portion of the wealth management portfolio, therefore, would equate to investment-grade external ratings. Wealth management loans are provided to select customers based on the pledge of other types of assets, including business assets, fixed assets or a modest amount of commercial real estate. For the loans collateralized by other assets, the credit quality of the obligor is carefully analyzed, but we do not consider this portfolio of loans to be investment grade.

Credit quality indicators for wealth management mortgages are not correlated to external ratings. Wealth management mortgages are typically loans to high-net-worth individuals, which are secured primarily by residential property. These loans are primarily interest-only, adjustable rate mortgages with a weighted-average loan-to-value ratio of 62% at origination. In the wealth management portfolio, less than 1% of the mortgages were past due at ~~June~~Sept. 30, 2019.

Other residential mortgages

The other residential mortgage portfolio primarily consists of 1-4 family residential mortgage loans and totaled ~~$549~~$520 million at ~~June~~Sept. 30, 2019 and $594 million at Dec. 31, 2018. These loans are not typically correlated to external ratings. Included in this portfolio at ~~June~~Sept. 30, 2019 were ~~$111~~$102 million of mortgage loans purchased in 2005, 2006 and the first quarter of 2007, of which, ~~10%~~11% of the serviced loan balance was at least 60 days delinquent.

Overdrafts

Overdrafts primarily relate to custody and securities clearance clients and totaled ~~$4.7~~$5.3 billion at ~~June~~Sept. 30, 2019 and $5.5 billion at Dec. 31, 2018. Overdrafts occur on a daily basis primarily in the custody and securities clearance business and are generally repaid within two business days.

Other loans

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

Margin loans

We had ~~$10.6~~$10.5 billion of secured margin loans ~~on our consolidated balance sheet~~ at ~~June~~Sept. 30, 2019 compared with $13.5 billion at Dec. 31, 2018. Margin loans are collateralized with marketable securities, and borrowers are required to maintain a daily collateral margin in excess of 100% of the value of the loan. We have rarely suffered a loss on these types of loans and do not allocate any of our allowance for credit losses to margin loans.

Reverse repurchase agreements

Reverse repurchase agreements are transactions fully collateralized with high-quality liquid securities. These transactions carry minimal credit risk and therefore are not allocated an allowance for credit losses.

~~BNY Mellon 63~~

~~Notes to Consolidated Financial Statements(continued)~~

Note 6–Leasing

Significant accounting policy

We determine if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments. The ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. We use our incremental borrowing rate based on the information available at commencement date of the lease in determining the present value of lease payments. In addition to the lease payments, the determination of an ROU asset may also include certain adjustments related to lease incentives and initial direct costs incurred. Options to extend or terminate a lease are included in the determination of the ROU asset and lease liability only when it is reasonably certain that we will exercise that option.

Lease expense for operating leases is recognized on a straight-line basis over the lease term, while the lease expense for finance leases is recognized using the effective interest method. ROU assets are reviewed for impairment when events or circumstances indicate that the carrying amount may not be recoverable. For

BNY Mellon 63

Notes to Consolidated Financial Statements(continued)

operating leases, if deemed impaired, the ROU asset is written down and the remaining balance is subsequently amortized on a straight-line basis which results in lease expense recognition that is similar to finance leases.

We have elected to account for the lease and non-lease components as a single lease component and exclude the non-lease variable components. Additionally, for certain equipment leases, we apply a portfolio approach to account for the operating lease ROU assets and liabilities.

BNY Mellon engages in subleasing activities and reports the rental income as part of net occupancy expense, as this activity is not a significant business activity and is part of the Company’s customary business practice.

BNY Mellon engages in leverage lease transactions that were entered into prior to Dec. 31, 2018. These leases are grandfathered under the new standard and will continue to be accounted for under the prior guidance unless subsequently modified.

Leases

We have operating and finance leases for corporate offices, data centers and certain equipment. Our leases have remaining lease terms of one year to 20 years, some of which include options to extend or terminate the lease. In some of our corporate office locations, we may enter into sublease arrangements for portions or all of the space and/or lease term.

The following table presents the consolidated balance sheet information related to operating and finance leases.


Balance sheet information	June 30, 2019								Sept. 30, 2019
(dollar in millions)	Operating leases			Finance leases			Total		Operating leases			Finance leases			Total
Right-of-use assets (a)	$	1,160		$	21		$	1,181	$	1,274		$	19		$	1,293
Lease liability (b)	$	1,358		$	10		$	1,368	$	1,488		$	6		$	1,494

Weighted average:
Remaining lease term	8.3 years			3.3 years					9.9 years			3.0 years
Discount rate (annualized)	3.17		%	2.78		%			2.99		%	2.81		%


(a)	Included in premises and equipment on the consolidated balance sheet.


(b)	Operating lease liabilities are included in other liabilities and finance lease liabilities are included in other borrowed funds, both on the consolidated balance sheet.

The following table presents the components of lease expense.


Lease expense	Quarter ended				Year-to-date				Quarter ended				Year-to-date
(in millions)	June 30, 2019				June 30, 2019				Sept. 30, 2019				Sept. 30, 2019
Operating lease expense		$	63			$	132			$	66			$	198
Variable lease expense		10				19				10				29
Sublease income		(8		)		(16		)		(8		)		(24		)
Finance lease expense:
Amortization of right-of-use assets		2				4				2				6
Interest on lease liabilities		—				—				—				—
Total finance lease expense		$	2			$	4			$	2			$	6
Total lease expense		$	67			$	139			$	70			$	209

The following table presents cash flow information related to leases.


Cash flow information	Six months ended			Nine months ended
(in millions)	June 30, 2019			Sept. 30, 2019
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from finance leases	Operating cash flows from finance leases	$	—	Operating cash flows from finance leases	$	—
Operating cash flows from operating leases	Operating cash flows from operating leases	$	134	Operating cash flows from operating leases	$	203
Financing cash flows from finance leases	Financing cash flows from finance leases	$	12	Financing cash flows from finance leases	$	16

~~64 BNY Mellon~~

~~Notes to Consolidated Financial Statements(continued)~~

See Note 21 for information on non-cash operating and/or finance lease transactions.

The following table presents the maturity of lease liabilities on operating leases prior to adopting ASU 2016-02, Leases.



Maturities of lease liabilities	Operating leases
(in millions)	Operating leases
For the year ended Dec. 31,
2019	$	264
2020	244
2021	211
2022	172
2023	136
2024 and thereafter	432
Total	$	1,459

64 BNY Mellon

Notes to Consolidated Financial Statements(continued)

The following table presents the maturities of lease liabilities after adopting ASU 2016-02, Leases.


Maturities of lease liabilities	Operating leases			Finance leases		Operating leases			Finance leases
(in millions)
For the year ended Dec. 31,
2019 (excluding six months ended June 30, 2019)	$	148		$	9
2019 (excluding nine months ended Sept. 30, 2019)						$	80		$	5
2020	271			1		275			1
2021	215			—		220			—
2022	175			—		181			—
2023	137			—		144			—
2024 and thereafter	600			—		803			—
Total lease payments	1,546			10		1,703			6
Less: Imputed interest	(188		)	—		(215		)	—
Total	$	1,358		$	10	$	1,488		$	6

Note 7–Goodwill and intangible assets

Goodwill

The tables below provide a breakdown of goodwill by business.

Goodwill by business
(in millions)
Investment
Services
Investment
Management
Other
Consolidated
Balance at Dec. 31, 2018 $ 8,333
$ 8,970
$ 47
$ 17,350
Foreign currency translation (6 ) (7 ) —
(13 )
Balance at June 30, 2019 $ 8,327
$ 8,963
$ 47
$ 17,337



Goodwill by business (in millions)	Investment Services			Investment Management			Other		Consolidated
Balance at Dec. 31, 2018	$	8,333		$	8,970		$	47	$	17,350
Foreign currency translation	(45		)	(57		)	—		(102		)
Balance at Sept. 30, 2019	$	8,288		$	8,913		$	47	$	17,248


Goodwill by business (in millions)	Investment Services			Investment Management			Other		Consolidated			Investment Services			Investment Management			Other		Consolidated
Balance at Dec. 31, 2017	$	8,389		$	9,128		$	47	$	17,564		$	8,389		$	9,128		$	47	$	17,564
Dispositions	—			(65		)	—		(65		)	—			(65		)	—		(65		)
Foreign currency translation	(31		)	(50		)	—		(81		)	(39		)	(70		)	—		(109		)
Balance at June 30, 2018	$	8,358		$	9,013		$	47	$	17,418
Balance at Sept. 30, 2018												$	8,350		$	8,993		$	47	$	17,390

Intangible assets

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


Intangible assets – net carrying amount by business (in millions)	Investment Services			Investment Management			Other		Consolidated			Investment Services			Investment Management			Other		Consolidated
Balance at Dec. 31, 2018	$	758		$	1,613		$	849	$	3,220		$	758		$	1,613		$	849	$	3,220
Amortization	(41		)	(18		)	—		(59		)	(61		)	(28		)	—		(89		)
Foreign currency translation	—			(1		)	—		(1		)	(1		)	(6		)	—		(7		)
Balance at June 30, 2019	$	717		$	1,594		$	849	$	3,160
Balance at Sept. 30, 2019												$	696		$	1,579		$	849	$	3,124



Intangible assets – net carrying amount by business (in millions)	Investment Services			Investment Management			Other		Consolidated
Balance at Dec. 31, 2017	$	888		$	1,674		$	849	$	3,411
Amortization	(107		)	(38		)	—		(145		)
Foreign currency translation	(1		)	(7		)	—		(8		)
Balance at Sept. 30, 2018	$	780		$	1,629		$	849	$	3,258

BNY Mellon 65

Notes to Consolidated Financial Statements (continued)

Intangible assets – net carrying amount by business
(in millions)
Investment
Services
Investment
Management
Other
Consolidated
Balance at Dec. 31, 2017 $ 888
$ 1,674
$ 849
$ 3,411
Amortization (72 ) (25 ) —
(97 )
Foreign currency translation (1 ) (5 ) —
(6 )
Balance at June 30, 2018 $ 815
$ 1,644
$ 849
$ 3,308

The table below provides a breakdown of intangible assets by type.


Intangible assets	June 30, 2019								Dec. 31, 2018							Sept. 30, 2019								Dec. 31, 2018
(in millions)	Gross carrying amount		Accumulated amortization			Net carrying amount		Remaining weighted- average amortization period	Gross carrying amount		Accumulated amortization			Net carrying amount		Gross carrying amount		Accumulated amortization			Net carrying amount		Remaining weighted- average amortization period	Gross carrying amount		Accumulated amortization			Net carrying amount
Subject to amortization: (a)
Customer contracts—Investment Services	$	1,573	$	(1,227	)	$	346	10 years	$	1,572	$	(1,186	)	$	386	$	1,516	$	(1,191	)	$	325	10 years	$	1,572	$	(1,186	)	$	386
Customer relationships—Investment Management	898		(714		)	184		11 years	899		(699		)	200		890		(714		)	176		11 years	899		(699		)	200
Other	65		(14		)	51		14 years	26		(12		)	14		64		(15		)	49		14 years	26		(12		)	14
Total subject to amortization	2,536		(1,955		)	581		11 years	2,497		(1,897		)	600		2,470		(1,920		)	550		11 years	2,497		(1,897		)	600
Not subject to amortization: (b)
Tradenames	1,292		N/A			1,292		N/A	1,332		N/A			1,332		1,291		N/A			1,291		N/A	1,332		N/A			1,332
Customer relationships	1,287		N/A			1,287		N/A	1,288		N/A			1,288		1,283		N/A			1,283		N/A	1,288		N/A			1,288
Total not subject to amortization	2,579		N/A			2,579		N/A	2,620		N/A			2,620		2,574		N/A			2,574		N/A	2,620		N/A			2,620
Total intangible assets	$	5,115	$	(1,955	)	$	3,160	N/A	$	5,117	$	(1,897	)	$	3,220	$	5,044	$	(1,920	)	$	3,124	N/A	$	5,117	$	(1,897	)	$	3,220


(a)	Excludes fully amortized intangible assets.


(b)	Intangible assets not subject to amortization have an indefinite life.

N/A - Not applicable.

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



For the year ended Dec. 31,	Estimated amortization expense (in millions)
2019		$	117
2020		104
2021		81
2022		63
2023		52

Impairment testing

The goodwill impairment test is performed at least annually at the reporting unit level. Intangible assets

not subject to amortization are tested for impairment annually or more often if events or circumstances indicate they may be impaired.

BNY Mellon’s ~~three~~3 business segments include ~~seven~~7 reporting units for which goodwill impairment testing is performed on an annual basis. The Investment Services segment is comprised of ~~four~~4 reporting units; the Investment Management segment is comprised of ~~two~~2 reporting units and ~~one~~1 reporting unit is included in the Other segment. As a result of the annual goodwill impairment test of the ~~seven~~7 reporting units conducted in the second quarter of 2019, no0 goodwill impairment was recognized.

~~66 BNY Mellon~~

~~Notes to Consolidated Financial Statements(continued)~~

Note 8–Other assets

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


Other assets	June 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018
(in millions)
Corporate/bank-owned life insurance	$	4,970	$	4,937	$	5,179	$	4,937
Accounts receivable	4,322		3,692		3,319		3,692
Fails to deliver	4,057		2,274		3,091		2,274
Software	1,710		1,652		1,706		1,652
Prepaid pension assets	1,444		1,357		1,479		1,357
Equity in a joint venture and other investments					1,178		1,064
Renewable energy investments	1,201		1,264		1,174		1,264
Equity in a joint venture and other investments	1,156		1,064
Qualified affordable housing project investments	1,068		999		1,047		999
Income taxes receivable	743		1,125		512		1,125
Federal Reserve Bank stock					465		484
Prepaid expense	539		385		461		385
Federal Reserve Bank stock	463		484
Fair value of hedging derivatives					287		289
Seed capital	217		224		167		224
Fair value of hedging derivatives	156		289
Other (a)	1,691		1,552		1,662		1,552
Total other assets	$	23,737	$	21,298	$	21,727	$	21,298


(a)	At ~~June~~Sept. 30, 2019 and Dec. 31, 2018, other assets include ~~$73~~$23 million and $111 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

66 BNY Mellon

Notes to Consolidated Financial Statements(continued)

price changes in orderly transactions for an identical or similar investment of the same issuer. The observable price changes are recorded in investment and other income on the consolidated income statement. Our non-readily marketable equity securities totaled ~~$61~~$62 million at ~~June~~Sept. 30, 2019 and $55 million at Dec. 31, 2018 and are included in equity in a joint venture and other investments in the table above.

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


Non-readily marketable equity securities	Non-readily marketable equity securities												Life-to-date			Non-readily marketable equity securities														Life-to-date
(in millions)	2Q19			1Q19		2Q18		YTD19			YTD18		Life-to-date			3Q19		2Q19			3Q18			YTD19			YTD18			Life-to-date
Upward adjustments	$	2		$	—	$	5	$	2		$	25	$	30		$	1	$	2		$	3		$	3		$	28		$	31
Downward adjustments	(1		)	—		—		(1		)	—		(2		)	—		(1		)	(1		)	(1		)	(1		)	(2		)
Net adjustments	$	1		$	—	$	5	$	1		$	25	$	28		$	1	$	1		$	2		$	2		$	27		$	29

Qualified affordable housing project investments

We invest in affordable housing projects primarily to satisfy the Company’s requirements under the Community Reinvestment Act. Our total investment in qualified affordable housing projects totaled ~~$1.1~~$1.0 billion at ~~June~~Sept. 30, 2019 and ~~$1.0 billion at~~ Dec. 31, 2018. Commitments to fund future investments in qualified affordable housing projects totaled ~~$500~~$504 million at ~~June~~Sept. 30, 2019 and $479 million at Dec. 31, 2018 and are recorded in other liabilities. A summary of the commitments to fund future investments is as follows: 2019 – $9859 million; 2020 – $~~144~~173 million; 2021 – $~~152~~161 million; 2022 – $8281 million; 2023 – $6 million; and 2024 and thereafter – $1824 million.

Tax credits and other tax benefits recognized were $39 million in the ~~second~~third quarter of 2019, ~~$42~~$40 million in the ~~second~~third quarter of 2018, $39 million in the ~~first~~second quarter of 2019, ~~$78~~$117 million in the first ~~six~~nine months of 2019 and ~~$82~~$122 million in the first ~~six~~nine months of 2018.

Amortization expense included in the provision for income taxes was $33 million in the third quarter of 2019, $34 million in the third quarter of 2018, $32 million in the second quarter of 2019, ~~$35 million in the second quarter of 2018, $32~~$97 million in the first ~~quarter~~nine months of 2019 ~~$64~~and $102 million in the first ~~six months of 2019 and $68 million in the first six~~nine months of 2018.

Investments valued using net asset value per share

In our Investment Management business, we manage investment assets, including equities, fixed income, money market and multi-asset and alternative investment funds for institutions and other investors. As part of that activity, we make seed capital investments in certain funds. We also hold private equity investments, specifically small business investment companies (“SBICs”), which are compliant with the Volcker Rule, and certain other corporate investments. Seed capital, private equity

~~BNY Mellon 67~~

~~Notes to Consolidated Financial Statements(continued)~~

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 net asset value (“NAV”) per share for BNY Mellon’s ownership interest in the funds.

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

																													Investments valued using NAV
	June 30, 2019							Dec. 31, 2018							Sept. 30, 2019							Dec. 31, 2018
(dollars in millions)	Fair value		Unfunded commitments			Redemption frequency	Redemption notice period	Fair value		Unfunded commitments			Redemption frequency	Redemption notice period	Fair value		Unfunded commitments			Redemption frequency	Redemption notice period	Fair value		Unfunded commitments			Redemption frequency	Redemption notice period
Seed capital	$	60		$	—	Daily-quarterly	1-90 days	$	54		$	—	Daily-quarterly	1-90 days	$	59		$	—	Daily-quarterly	1-90 days	$	54		$	—	Daily-quarterly	1-90 days
Private equity investments (SBICs) (a)	81			54		N/A		74			41		N/A		86			49		N/A		74			41		N/A
Other (b)	37			—		Daily-quarterly	1-95 days	87			—		Daily-quarterly	1-95 days	32			—		Daily-quarterly	1-95 days	87			—		Daily-quarterly	1-95 days
Total	$	178		$	54			$	215		$	41			$	177		$	49			$	215		$	41


(a)	Private equity investments include Volcker Rule-compliant investments in SBICs that invest in various sectors of the economy. Private equity investments do not have redemption rights. Distributions from such investments will be received as the underlying investments in the private equity investments, which have a life of 10 years, are liquidated.


(b)	Primarily relates to investments in funds that relate to deferred compensation arrangements with employees.

N/A - Not applicable.

BNY Mellon 67

Notes to Consolidated Financial Statements(continued)

Note 9–Contract revenue

Fee revenue in Investment Services and Investment Management is primarily variable, based on levels of AUC/A, AUM and the level of client-driven transactions, as specified in fee schedules. See Note 9 of the Notes to Consolidated Financial Statements in our 2018 Annual Report for information on the nature of our services and revenue recognition. See Note 23 of the Notes to Consolidated Financial Statement in our 2018 Annual Report for additional

information on our principal businesses, Investment Services and Investment Management, and the primary services provided.

Disaggregation of contract revenue

Contract revenue is included in fee revenue on the consolidated income statement. The following tables present fee revenue related to contracts with customers, disaggregated by type of fee revenue, for each business segment.

~~68 BNY Mellon~~

~~Notes to Consolidated Financial Statements(continued)~~


Disaggregation of contract revenue by business segment (a)	Disaggregation of contract revenue by business segment (a)																															Disaggregation of contract revenue by business segment (a)
	Quarter ended																															Quarter ended
	June 30, 2019											March 31, 2019										June 30, 2018										Sept. 30, 2019										June 30, 2019											Sept. 30, 2018
(in millions)	IS			IM			Other			Total		IS			IM			Other		Total		IS			IM			Other		Total		IS			IM			Other		Total		IS			IM			Other			Total		IS			IM			Other			Total
Fee revenue - contract revenue:
Investment services fees:
Asset servicing fees	$	1,089		$	20		$	—		$	1,109	$	1,073		$	20		$	—	$	1,093	$	1,098		$	21		$	1	$	1,120	$	1,100		$	20		$	1	$	1,121	$	1,089		$	20		$	—		$	1,109	$	1,103		$	21		$	—		$	1,124
Clearing services fees (b)	411			—			(1		)	410		398			—			—		398		401			—			—		401		419			—			—		419		411			—			(1		)	410		393			—			—			393
Issuer services fees	291			—			—			291		251			—			—		251		265			—			—		265		324			—			—		324		291			—			—			291		288			—			—			288
Treasury services fees	140			1			—			141		132			—			—		132		140			1			—		141		140			—			—		140		140			1			—			141		136			—			—			136
Total investment services fees (b)	1,931			21			(1		)	1,951		1,854			20			—		1,874		1,904			22			1		1,927		1,983			20			1		2,004		1,931			21			(1		)	1,951		1,920			21			—			1,941
Investment management and performance fees (b)	4			829			—			833		4			837			—		841		5			893			—		898		4			825			—		829		4			829			—			833		3			904			—			907
Financing-related fees	16			—			1			17		17			—			—		17		15			—			—		15		14			—			—		14		16			—			1			17		13			—			1			14
Distribution and servicing	(13		)	44			—			31		(14		)	45			—		31		(14		)	48			—		34		(12		)	45			—		33		(13		)	44			—			31		(13		)	48			—			35
Investment and other income	69			(48		)	—			21		69			(49		)	—		20		69			(50		)	1		20		72			(50		)	—		22		69			(48		)	—			21		71			(51		)	(1		)	19
Total fee revenue - contract revenue	2,007			846			—			2,853		1,930			853			—		2,783		1,979			913			2		2,894		2,061			840			1		2,902		2,007			846			—			2,853		1,994			922			—			2,916
Fee and other revenue - not in scope of ASC 606 (c)(d)	220			4			41			265		224			11			30		265		254			28			39		321		230			(7		)	3		226		220			4			41			265		236			16			7			259
Total fee and other revenue	$	2,227		$	850		$	41		$	3,118	$	2,154		$	864		$	30	$	3,048	$	2,233		$	941		$	41	$	3,215	$	2,291		$	833		$	4	$	3,128	$	2,227		$	850		$	41		$	3,118	$	2,230		$	938		$	7		$	3,175


(a)	Business segment data has been determined on an internal management basis of accounting, rather than the generally accepted accounting principles used for consolidated financial reporting.


(b)	In the first quarter of 2019, we reclassified certain platform-related fees to clearing services fees from investment management and performance fees. Prior periods have been reclassified.


(c)	Primarily includes foreign exchange and other trading revenue, financing-related fees, asset servicing fees, investment and other income and net securities gains (losses), all of which are accounted for using other accounting guidance.


(d)	The Investment Management business includes income from consolidated investment management funds, net of noncontrolling interests, of $- million in the third quarter of 2019, $6 million in the second quarter of 2019 ~~$16~~and $7 million in the ~~first quarter of 2019 and $5 million in the second~~third quarter of 2018.

IS - Investment Services segment.

IM - Investment Management segment.

68 BNY Mellon

Notes to Consolidated Financial Statements(continued)


Disaggregation of contract revenue by business segment (a)	Disaggregation of contract revenue by business segment (a)																					Disaggregation of contract revenue by business segment (a)
	Year-to-date																					Year-to-date
	June 30, 2019											June 30, 2018										Sept. 30, 2019											Sept. 30, 2018
(in millions)	IS			IM			Other			Total		IS			IM			Other		Total		IS			IM			Other			Total		IS			IM			Other		Total
Fee revenue - contract revenue:
Investment services fees:
Asset servicing fees	$	2,162		$	40		$	—		$	2,202	$	2,215		$	46		$	1	$	2,262	$	3,262		$	60		$	1		$	3,323	$	3,318		$	67		$	1	$	3,386
Clearing services fees (b)	809			—			(1		)	808		824			—			1		825		1,228			—			(1		)	1,227		1,217			—			1		1,218
Issuer services fees	542			—			—			542		525			—			—		525		866			—			—			866		813			—			—		813
Treasury services fees	272			1			—			273		278			1			—		279		412			1			—			413		414			1			—		415
Total investment services fees (b)	3,785			41			(1		)	3,825		3,842			47			2		3,891		5,768			61			—			5,829		5,762			68			2		5,832
Investment management and performance fees (b)	8			1,666			—			1,674		9			1,835			—		1,844		12			2,491			—			2,503		12			2,739			—		2,751
Financing-related fees	33			—			1			34		32			—			—		32		47			—			1			48		45			—			1		46
Distribution and servicing	(27		)	89			—			62		(28		)	98			—		70		(39		)	134			—			95		(41		)	146			—		105
Investment and other income	138			(97		)	—			41		138			(101		)	1		38		210			(147		)	—			63		209			(152		)	—		57
Total fee revenue - contract revenue	3,937			1,699			—			5,636		3,993			1,879			3		5,875		5,998			2,539			1			8,538		5,987			2,801			3		8,791
Fee and other revenue - not in scope of ASC 606 (c)(d)	444			15			71			530		490			74			46		610		674			8			74			756		726			90			53		869
Total fee and other revenue	$	4,381		$	1,714		$	71		$	6,166	$	4,483		$	1,953		$	49	$	6,485	$	6,672		$	2,547		$	75		$	9,294	$	6,713		$	2,891		$	56	$	9,660


(a)	Business segment data has been determined on an internal management basis of accounting, rather than the generally accepted accounting principles used for consolidated financial reporting.


(b)	In the first quarter of 2019, we reclassified certain platform-related fees to clearing services fees from investment management and performance fees. Prior periods have been reclassified.


(c)	Primarily includes foreign exchange and other trading revenue, financing-related fees, asset servicing fees, investment and other income and net securities gains (losses), all of which are accounted for using other accounting guidance.


(d)	The Investment Management business includes income from consolidated investment management funds, net of noncontrolling interests, of $22 million in the first ~~six~~nine months of 2019 and $5$12 million in the first ~~six~~nine months of 2018.

IS - Investment Services segment.

IM - Investment Management segment.

~~BNY Mellon 69~~

~~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 $2.4 billion at ~~June~~Sept. 30, 2019 and $2.5 billion at Dec. 31, 2018. An allowance is maintained for accounts receivable which is generally based on the number of days outstanding. Adjustments to the allowance are recorded in other expense on the consolidated income statement. We recorded a provision of $2 million in the third quarter of 2019, third quarter of 2018 and second quarter of 2019 ~~$4 million in the second quarter of 2018, $4~~and $8 million in the first ~~quarter of 2019, $6 million in the first six~~nine months of 2019 and ~~$6 million in the~~ first ~~six~~nine months of 2018.

Contract assets represent accrued revenues that have not yet been billed to the customers due to certain contractual terms other than the passage of time and were ~~$74~~$47 million at ~~June~~Sept. 30, 2019 and $36 million at Dec. 31, 2018. Accrued revenues recorded as contract assets are usually billed on an annual basis. There were no0 impairments recorded on contract assets in the ~~second quarter of 2019 or~~ first ~~six~~nine months of 2019.

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 ~~$198~~$193 million at ~~June~~Sept. 30, 2019 and $171 million at Dec. 31, 2018. Contract liabilities are included in other liabilities on the consolidated balance sheet. Revenue recognized in the ~~second~~third quarter of 2019 relating to contract liabilities as of ~~March 31,~~June 30, 2019 was ~~$59~~$61 million. Revenue recognized in the first ~~six~~nine months of 2019 relating to contract liabilities as of Dec. 31, 2018 was ~~$75~~$91 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 ~~$99~~$91 million at ~~June~~Sept. 30, 2019 and $98 million at Dec. 31, 2018. Capitalized sales incentives are amortized based on the transfer of goods or services to which the assets relate and typically average nine years. The amortization of capitalized sales incentives, which is primarily included in staff expense on the consolidated income

BNY Mellon 69

Notes to Consolidated Financial Statements(continued)

statement, totaled $7 million in the third quarter of 2019, $6 million in the third quarter of 2018, $5 million in the second quarter of 2019 ~~$6 million in the second quarter of 2018, $5~~and $17 million in the first ~~quarter of 2019, $10 million in the first six~~nine months of 2019 and ~~$11 million in the~~ first ~~six~~nine months of 2018.

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 ~~$18~~$17 million at ~~June~~Sept. 30, 2019 and $20 million at Dec. 31, 2018. These capitalized costs are amortized on a straight-line basis over the expected contract period which generally range from seven to nine years. The amortization is included in other expense on the consolidated income statement and totaled $1 million

in the third quarter of 2019 and third quarter of 2018, $2 million in the second quarter of 2019 ~~$2 million in the second quarter of 2018, $1~~and $4 million in the first ~~quarter of 2019, $3 million in the first six~~nine months of 2019 and ~~$3 million in the~~ first ~~six~~nine months of 2018.

There were no0 impairments recorded on capitalized contract costs in the ~~second quarter of 2019 or~~ first ~~six~~nine months of 2019.

Unsatisfied performance obligations

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

Note 10–Net interest revenue

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



Net interest revenue	Quarter ended										Year-to-date
(in millions)	Sept. 30, 2019				June 30, 2019			Sept. 30, 2018			Sept. 30, 2019				Sept. 30, 2018
Interest revenue
Deposits with the Federal Reserve and other central banks	$	102			$	113		$	125		$	354			$	387
Deposits with banks	73				64			59			200				157
Federal funds sold and securities purchased under resale agreements	660				568			281			1,702				681
Margin loans	104				119			129			358				372
Non-margin loans	287			(a)	365			344			1,007			(a)	994
Securities:
Taxable	669				687			650			2,062				1,846
Exempt from federal income taxes	7				10			14			29				43
Total securities	676				697			664			2,091				1,889
Trading securities	40				39			32			115				88
Total interest revenue	1,942				1,965			1,634			5,827				4,568
Interest expense
Deposits	437				432			237			1,260				527
Federal funds purchased and securities sold under repurchase agreements	443				372			190			1,146				455
Trading liabilities	8				11			7			26				23
Other borrowed funds	10				20			16			54				39
Commercial paper	22				18			16			48				49
Customer payables	59				69			51			198				127
Long-term debt	233				241			226			722				622
Total interest expense	1,212				1,163			743			3,454				1,842
Net interest revenue	730				802			891			2,373				2,726
Provision for credit losses	(16		)		(8		)	(3		)	(17		)		(11		)
Net interest revenue after provision for credit losses	$	746			$	810		$	894		$	2,390			$	2,737


(a)	Includes the impact of a lease-related impairment of $70 million.

70 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Note ~~10–Net interest revenue~~

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

Net interest revenue Quarter ended Year-to-date
(in millions) June 30, 2019
March 31, 2019
June 30, 2018
June 30, 2019
June 30, 2018
Interest revenue
Deposits with the Federal Reserve and other central banks $ 113
$ 139
$ 136
$ 252
$ 262
Deposits with banks 64
63
56
127
98
Federal funds sold and securities purchased under resale agreements 568
474
230
1,042
400
Margin loans 119
135
128
254
243
Non-margin loans 365
355
345
720
650
Securities:
Taxable 687
706
615
1,393
1,196
Exempt from federal income taxes 10
12
14
22
29
Total securities 697
718
629
1,415
1,225
Trading securities 39
36
29
75
56
Total interest revenue 1,965
1,920
1,553
3,885
2,934
Interest expense
Deposits 432
391
173
823
290
Federal funds purchased and securities sold under repurchase agreements 372
331
158
703
265
Trading liabilities 11
7
7
18
16
Other borrowed funds 20
24
14
44
23
Commercial paper 18
8
21
26
33
Customer payables 69
70
45
139
76
Long-term debt 241
248
219
489
396
Total interest expense 1,163
1,079
637
2,242
1,099
Net interest revenue 802
841
916
1,643
1,835
Provision for credit losses (8 ) 7
(3 ) (1 ) (8 )
Net interest revenue after provision for credit losses $ 810
$ 834
$ 919
$ 1,644
$ 1,843

~~Note~~ 11–Employee benefit plans

The components of net periodic benefit (credit) cost are ~~as follows.~~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																											Quarter ended
Net periodic benefit (credit) cost	June 30, 2019									March 31, 2019									June 30, 2018									Sept. 30, 2019									June 30, 2019									Sept. 30, 2018
(in millions)	Domestic pension benefits			Foreign pension benefits			Health care benefits			Domestic pension benefits			Foreign pension benefits			Health care benefits			Domestic pension benefits			Foreign pension benefits			Health care benefits			Domestic pension benefits			Foreign pension benefits			Health care benefits			Domestic pension benefits			Foreign pension benefits			Health care benefits			Domestic pension benefits			Foreign pension benefits			Health care benefits
Service cost	$	—		$	3		$	—		$	—		$	3		$	—		$	—		$	7		$	—		$	—		$	3		$	—		$	—		$	3		$	—		$	—		$	7		$	1
Interest cost	45			8			1			44			8			2			42			8			2			44			8			2			45			8			1			42			8			1
Expected return on assets	(84		)	(12		)	(2		)	(84		)	(11		)	(2		)	(85		)	(14		)	(2		)	(84		)	(11		)	(1		)	(84		)	(12		)	(2		)	(85		)	(14		)	(2		)
Other	13			1			—			13			—			(1		)	17			6			—			13			—			(1		)	13			1			—			19			5			(1		)
Net periodic benefit (credit) cost	$	(26	)	$	—		$	(1	)	$	(27	)	$	—		$	(1	)	$	(26	)	$	7		$	—		$	(27	)	$	—		$	—		$	(26	)	$	—		$	(1	)	$	(24	)	$	6		$	(1	)

~~BNY Mellon 71~~

~~Notes to Consolidated Financial Statements(continued)~~


Net periodic benefit (credit) cost	Year-to-date																		Year-to-date
	June 30, 2019									June 30, 2018									Sept. 30, 2019									Sept. 30, 2018
(in millions)	Domestic pension benefits			Foreign pension benefits			Health care benefits			Domestic pension benefits			Foreign pension benefits			Health care benefits			Domestic pension benefits			Foreign pension benefits			Health care benefits			Domestic pension benefits			Foreign pension benefits			Health care benefits
Service cost	$	—		$	6		$	—		$	—		$	14		$	—		$	—		$	9		$	—		$	—		$	21		$	1
Interest cost	89			16			3			85			16			4			133			24			5			127			24			5
Expected return on assets	(168		)	(23		)	(4		)	(170		)	(29		)	(4		)	(252		)	(34		)	(5		)	(255		)	(43		)	(6		)
Other	26			1			(1		)	34			12			(1		)	39			1			(2		)	53			17			(2		)
Net periodic benefit (credit) cost	$	(53	)	$	—		$	(2	)	$	(51	)	$	13		$	(1	)	$	(80	)	$	—		$	(2	)	$	(75	)	$	19		$	(2	)

Note 12–Income taxes

Our total tax reserves as of ~~June~~Sept. 30, 2019 were ~~$135~~$147 million compared with ~~$105~~$135 million at ~~March 31,~~June 30, 2019. If these tax reserves were unnecessary, ~~$135~~$147 million would affect the effective tax rate in future periods. We recognize accrued interest and penalties, if applicable, related to income taxes in the provision for income taxes on the consolidated income statement. Included in the balance sheet at ~~June~~Sept. 30, 2019 is accrued interest, where applicable, of ~~$24~~$27 million. The additional tax expense related to interest for the ~~six~~nine months ended ~~June~~Sept. 30, 2019 was $6$9 million, compared with $2$3 million for the ~~six~~nine months ended ~~June~~Sept. 30, 2018.

It is reasonably possible the total reserve for uncertain tax positions could decrease within the next 12 months by approximately ~~$56~~$100 million as a result of adjustments related to tax years that are still subject to examination.

Our federal income tax returns are closed to examination through 2013. Our New York State, New York City and UK income tax returns are closed to examination through 2012.

Note 13–Variable interest entities and securitization

BNY Mellon has variable interests in VIEs, which include investments in retail, institutional and alternative investment funds, including collateralized loan obligation (“CLO”) structures in which we provide asset management services, some of which are consolidated. The investment funds are offered to our retail and institutional clients to provide them with access to investment vehicles with specific investment objectives and strategies that address the client’s investment needs.

BNY Mellon 71

Notes to Consolidated Financial Statements(continued)

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

Additionally, BNY Mellon invests in qualified affordable housing and renewable energy projects, which are designed to generate a return primarily through the realization of tax credits by the Company. The projects, which are structured as limited

partnerships and LLCs, are also VIEs, but are not consolidated.

The following table presents the incremental assets and liabilities included in BNY Mellon’s consolidated balance sheet as of ~~June~~Sept. 30, 2019 and Dec. 31, 2018. The net assets of any consolidated VIE are solely available to settle the liabilities of the VIE and to settle any investors’ ownership liquidation requests, including any seed capital invested in the VIE by BNY Mellon.

~~72 BNY Mellon~~

~~Notes to Consolidated Financial Statements(continued)~~


Consolidated investments	Consolidated investments
	June 30, 2019							Dec. 31, 2018							Sept. 30, 2019							Dec. 31, 2018
(in millions)	Investment Management funds			Securitization		Total consolidated investments		Investment Management funds			Securitization		Total consolidated investments		Investment Management funds			Securitization		Total consolidated investments		Investment Management funds			Securitization		Total consolidated investments
Trading assets	$	314		$	400	$	714	$	243		$	400	$	643	$	349		$	400	$	749	$	243		$	400	$	643
Other assets	23			—		23		220			—		220		32			—		32		220			—		220
Total assets	$	337	(a)	$	400	$	737	$	463	(b)	$	400	$	863	$	381	(a)	$	400	$	781	$	463	(b)	$	400	$	863
Trading liabilities															$	7		$	—	$	7	$	—		$	—	$	—
Other liabilities	$	6		$	383	$	389	$	2		$	371	$	373	8			386		394		2			371		373
Total liabilities	$	6	(a)	$	383	$	389	$	2	(b)	$	371	$	373	$	15	(a)	$	386	$	401	$	2	(b)	$	371	$	373
Nonredeemable noncontrolling interests	$	166	(a)	$	—	$	166	$	101	(b)	$	—	$	101	$	203	(a)	$	—	$	203	$	101	(b)	$	—	$	101


(a)	Includes voting model entities (“VMEs”) with assets of ~~$74~~$53 million, liabilities of $4$2 million and nonredeemable noncontrolling interests of ~~less than $1~~$2 million.


(b)	Includes VMEs with assets of $253 million, liabilities of $2 million and nonredeemable noncontrolling interests of less than $1 million.

BNY Mellon has not provided financial or other support that was not otherwise contractually required to be provided to our VIEs. Additionally, creditors of any consolidated VIEs do not have any recourse to the general credit of BNY Mellon.

Non-consolidated VIEs

As of ~~June~~Sept. 30, 2019 and Dec. 31, 2018, the following assets and liabilities related to the VIEs where BNY

Mellon is not the primary beneficiary are included in our consolidated balance sheets and primarily relate to accounting for our investments in qualified affordable housing and renewable energy projects.

The maximum loss exposure indicated in the table below relates solely to BNY Mellon’s investments in, and unfunded commitments to, the VIEs.


Non-consolidated VIEs	Non-consolidated VIEs												Non-consolidated VIEs
	June 30, 2019						Dec. 31, 2018						Sept. 30, 2019						Dec. 31, 2018
(in millions)	Assets		Liabilities		Maximum loss exposure		Assets		Liabilities		Maximum loss exposure		Assets		Liabilities		Maximum loss exposure		Assets		Liabilities		Maximum loss exposure
Securities - Available-for-sale (a)	$	214	$	—	$	214	$	214	$	—	$	214	$	206	$	—	$	206	$	214	$	—	$	214
Other	2,496		500		2,996		2,450		479		2,929		2,436		503		2,941		2,450		479		2,929


(a)	Includes investments in the Company’s sponsored CLOs.

72 BNY Mellon

Notes to Consolidated Financial Statements(continued)

Note 14–Preferred stock

BNY Mellon has 100 million authorized shares of preferred stock with a par value of $0.01 per share. The following table summarizes BNY Mellon’s preferred stock issued and outstanding at ~~June~~Sept. 30, 2019 and Dec. 31, 2018.


Preferred stock summary (a)	Preferred stock summary (a)	Total shares issued and outstanding		Carrying value (b)				Preferred stock summary (a)	Total shares issued and outstanding		Carrying value (b)
		Total shares issued and outstanding		(in millions)					Total shares issued and outstanding		(in millions)
		June 30, 2019	Dec. 31, 2018	June 30, 2019		Dec. 31, 2018			Sept. 30, 2019	Dec. 31, 2018	Sept. 30, 2019		Dec. 31, 2018
	Per annum dividend rate	June 30, 2019	Dec. 31, 2018	June 30, 2019		Dec. 31, 2018		Per annum dividend rate	Sept. 30, 2019	Dec. 31, 2018	Sept. 30, 2019		Dec. 31, 2018
Series A	Greater of (i) three-month LIBOR plus 0.565% for the related distribution period; or (ii) 4.000%	5,001	5,001	$	500	$	500	Greater of (i) three-month LIBOR plus 0.565% for the related distribution period; or (ii) 4.000%	5,001	5,001	$	500	$	500
Series C	5.2%	5,825	5,825	568		568		5.2%	5,825	5,825	568		568
Series D	4.50% to but excluding June 20, 2023, then a floating rate equal to the three-month LIBOR plus 2.46%	5,000	5,000	494		494		4.50% to but excluding June 20, 2023, then a floating rate equal to the three-month LIBOR plus 2.46%	5,000	5,000	494		494
Series E	4.95% to and including June 20, 2020, then a floating rate equal to the three-month LIBOR plus 3.42%	10,000	10,000	990		990		4.95% to and including June 20, 2020, then a floating rate equal to the three-month LIBOR plus 3.42%	10,000	10,000	990		990
Series F	4.625% to and including Sept. 20, 2026, then a floating rate equal to the three-month LIBOR plus 3.131%	10,000	10,000	990		990		4.625% to and including Sept. 20, 2026, then a floating rate equal to the three-month LIBOR plus 3.131%	10,000	10,000	990		990
Total	Total	35,826	35,826	$	3,542	$	3,542	Total	35,826	35,826	$	3,542	$	3,542


(a)	All outstanding preferred stock is noncumulative perpetual preferred stock with a liquidation preference of $100,000 per share.


(b)	The carrying value of the Series C, Series D, Series E and Series F preferred stock is recorded net of issuance costs.

~~BNY Mellon 73~~

~~Notes to Consolidated Financial Statements(continued)~~

The table below presents the dividends paid on our preferred stock.


Preferred dividends paid	Preferred dividends paid																						Preferred dividends paid
(dollars in millions, except per share amounts)	Depositary shares per share		2Q19				1Q19				2Q18				YTD19				YTD18				Depositary shares per share		3Q19				2Q19				3Q18				YTD19				YTD18
			Per share		Total dividend		Per share		Total dividend		Per share		Total dividend		Per share		Total dividend		Per share		Total dividend				Per share		Total dividend		Per share		Total dividend		Per share		Total dividend		Per share		Total dividend		Per share		Total dividend
Series A	100	(a)	$	1,022.22	$	5	$	1,000.00	$	5	$	1,022.22	$	5	$	2,022.22	$	10	$	2,022.22	$	10	100	(a)	$	1,022.22	$	5	$	1,022.22	$	5	$	1,022.22	$	5	$	3,044.44	$	15	$	3,044.44	$	15
Series C	4,000		1,300.00		7		1,300.00		8		1,300.00		7		2,600.00		15		2,600.00		15		4,000		1,300.00		8		1,300.00		7		1,300.00		8		3,900.00		23		3,900.00		23
Series D	100		2,250.00		11		N/A		—		2,250.00		11		2,250.00		11		2,250.00		11		100		N/A		—		2,250.00		11		N/A		—		2,250.00		11		2,250.00		11
Series E	100		2,475.00		25		N/A		—		2,475.00		25		2,475.00		25		2,475.00		25		100		N/A		—		2,475.00		25		N/A		—		2,475.00		25		2,475.00		25
Series F	100		N/A		—		2,312.50		23		N/A		—		2,312.50		23		2,312.50		23		100		2,312.50		23		N/A		—		2,312.50		23		4,625.00		46		4,625.00		46
Total					$	48			$	36			$	48			$	84			$	84					$	36			$	48			$	36			$	120			$	120


(a)	Represents Normal Preferred Capital Securities.

N/A - Not applicable.

For additional information on the preferred stock, see Note 14 of the Notes to Consolidated Financial Statements in our 2018 Annual Report.

BNY Mellon 73

Notes to Consolidated Financial Statements(continued)

Note 15–Other comprehensive income (loss)


Components of other comprehensive income (loss)	Quarter ended																											Quarter ended
	June 30, 2019									March 31, 2019									June 30, 2018									Sept. 30, 2019									June 30, 2019									Sept. 30, 2018
(in millions)	Pre-tax amount			Tax (expense) benefit			After-tax amount			Pre-tax amount			Tax (expense) benefit			After-tax amount			Pre-tax amount			Tax (expense) benefit			After-tax amount			Pre-tax amount			Tax (expense) benefit			After-tax amount			Pre-tax amount			Tax (expense) benefit			After-tax amount			Pre-tax amount			Tax (expense) benefit			After-tax amount
Foreign currency translation:
Foreign currency translation adjustments arising during the period (a)	$	29		$	(19	)	$	10		$	27		$	2		$	29		$	(302	)	$	(98	)	$	(400	)	$	(213	)	$	(63	)	$	(276	)	$	29		$	(19	)	$	10		$	(21	)	$	(39	)	$	(60	)
Total foreign currency translation	29			(19		)	10			27			2			29			(302		)	(98		)	(400		)	(213		)	(63		)	(276		)	29			(19		)	10			(21		)	(39		)	(60		)
Unrealized gain (loss) on assets available-for-sale:
Unrealized gain (loss) arising during period	384			(97		)	287			322			(83		)	239			(103		)	39			(64		)	88			(25		)	63			384			(97		)	287			(190		)	46			(144		)
Reclassification adjustment (b)	(7		)	2			(5		)	(1		)	—			(1		)	(1		)	1			—			1			—			1			(7		)	2			(5		)	—			—			—
Net unrealized gain (loss) on assets available-for-sale	377			(95		)	282			321			(83		)	238			(104		)	40			(64		)	89			(25		)	64			377			(95		)	282			(190		)	46			(144		)
Defined benefit plans:
Net (loss) gain arising during the period	—			—			—			(11		)	2			(9		)	—			—			—
Amortization of prior service credit, net loss and initial obligation included in net periodic benefit cost (b)	12			(2		)	10			13			(3		)	10			22			(6		)	16			13			(3		)	10			12			(2		)	10			23			(5		)	18
Total defined benefit plans	12			(2		)	10			2			(1		)	1			22			(6		)	16			13			(3		)	10			12			(2		)	10			23			(5		)	18
Unrealized gain (loss) on cash flow hedges:
Unrealized hedge gain (loss) arising during period	2			(2		)	—			6			(4		)	2			(17		)	3			(14		)
Unrealized hedge (loss) gain arising during period																												(9		)	4			(5		)	2			(2		)	—			(9		)	2			(7		)
Reclassification of net loss (gain) to net income:
FX contracts - other revenue	—			—			—			—			—			—			1			—			1
Interest rate contracts - interest expense																												1			—			1			—			—			—			—			—			—
FX contracts - staff expense	—			—			—			1			2			3			(2		)	1			(1		)	(2		)	—			(2		)	—			—			—			4			(1		)	3
Total reclassifications to net income (b)	—			—			—			1			2			3			(1		)	1			—
Net unrealized gain (loss) on cash flow hedges	2			(2		)	—			7			(2		)	5			(18		)	4			(14		)
Total other comprehensive income (loss)	$	420		$	(118	)	$	302		$	357		$	(84	)	$	273		$	(402	)	$	(60	)	$	(462	)
Total reclassifications to net income																												(1		)	—			(1		)	—			—			—			4			(1		)	3
Net unrealized (loss) gain on cash flow hedges																												(10		)	4			(6		)	2			(2		)	—			(5		)	1			(4		)
Total other comprehensive (loss) income																												$	(121	)	$	(87	)	$	(208	)	$	420		$	(118	)	$	302		$	(193	)	$	3		$	(190	)


(a)	Includes the impact of hedges of net investments in foreign subsidiaries. See Note 18 for additional information.

(b)

The reclassification adjustment related to the unrealized gain (loss) on assets available-for-sale is recorded as net securities gains on the consolidated income statement. The amortization of prior service credit, net loss and initial obligation included in net periodic benefit cost is recorded as staff expense on the consolidated income statement. ~~See Note 18 for the location of the reclassification adjustment related to cash flow hedges on the consolidated income statement.~~

74 BNY Mellon

Notes to Consolidated Financial Statements (continued)


Components of other comprehensive income (loss)	Year-to-date																		Year-to-date
	June 30, 2019									June 30, 2018									Sept. 30, 2019									Sept. 30, 2018
(in millions)	Pre-tax amount			Tax (expense) benefit			After-tax amount			Pre-tax amount			Tax (expense) benefit			After-tax amount			Pre-tax amount			Tax (expense) benefit			After-tax amount			Pre-tax amount			Tax (expense) benefit			After-tax amount
Foreign currency translation:
Foreign currency translation adjustments arising during the period (a)	$	56		$	(17	)	$	39		$	(101	)	$	(55	)	$	(156	)	$	(157	)	$	(80	)	$	(237	)	$	(122	)	$	(94	)	$	(216	)
Total foreign currency translation	56			(17		)	39			(101		)	(55		)	(156		)	(157		)	(80		)	(237		)	(122		)	(94		)	(216		)
Unrealized gain (loss) on assets available-for-sale:
Unrealized gain (loss) arising during period	706			(180		)	526			(445		)	106			(339		)	794			(205		)	589			(635		)	152			(483		)
Reclassification adjustment (b)	(8		)	2			(6		)	48			(11		)	37			(7		)	2			(5		)	48			(11		)	37
Net unrealized gain (loss) on assets available-for-sale	698			(178		)	520			(397		)	95			(302		)	787			(203		)	584			(587		)	141			(446		)
Defined benefit plans:
Net gain (loss) arising during the period	(11		)	2			(9		)	—			—			—
Net (loss) gain arising during the period																			(11		)	2			(9		)	—			—			—
Amortization of prior service credit, net loss and initial obligation included in net periodic benefit cost (b)	25			(5		)	20			44			(11		)	33			38			(8		)	30			67			(16		)	51
Total defined benefit plans	14			(3		)	11			44			(11		)	33			27			(6		)	21			67			(16		)	51
Unrealized gain (loss) on cash flow hedges:
Unrealized hedge gain (loss) arising during period	8			(6		)	2			(10		)	2			(8		)
Unrealized (loss) gain on cash flow hedges:
Unrealized hedge (loss) gain arising during period																			(1		)	(2		)	(3		)	(19		)	4			(15		)
Reclassification of net loss (gain) to net income:
Interest rate contracts - interest expense																			1			—			1			—			—			—
FX contracts - staff expense																			(1		)	2			1			(4		)	1			(3		)
FX contracts - other revenue	—			—			—			(3		)	1			(2		)	—			—			—			(3		)	1			(2		)
FX contracts - staff expense	1			2			3			(8		)	2			(6		)
Total reclassifications to net income (b)	1			2			3			(11		)	3			(8		)
Net unrealized gain (loss) on cash flow hedges	9			(4		)	5			(21		)	5			(16		)
Total reclassifications to net income																			—			2			2			(7		)	2			(5		)
Net unrealized (loss) gain on cash flow hedges																			(1		)	—			(1		)	(26		)	6			(20		)
Total other comprehensive income (loss)	$	777		$	(202	)	$	575		$	(475	)	$	34		$	(441	)	$	656		$	(289	)	$	367		$	(668	)	$	37		$	(631	)


(a)	Includes the impact of hedges of net investments in foreign subsidiaries. See Note 18 for additional information.

(b)

The reclassification adjustment related to the unrealized gain (loss) on assets available-for-sale is recorded as net securities gains on the consolidated income statement. The amortization of prior service credit, net loss and initial obligation included in net periodic benefit cost is recorded as staff expense on the consolidated income statement. ~~See Note 18 of the Notes to Consolidated Financial Statements for the location of the reclassification adjustment related to cash flow hedges on the consolidated income statement.~~

BNY Mellon 75

Notes to Consolidated Financial Statements (continued)

Note 16–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 19 of the Notes to Consolidated Financial Statements in our 2018 Annual Report for

information on how we determine fair value and the fair value hierarchy.

The following tables present the financial instruments carried at fair value at ~~June~~Sept. 30, 2019 and Dec. 31, 2018, by caption on the consolidated balance sheet and by the three-level valuation hierarchy. We have included credit ratings information in certain of the tables because the information indicates the degree of credit risk to which we are exposed, and significant changes in ratings classifications could result in increased risk for us.


Assets measured at fair value on a recurring basis at June 30, 2019													Total carrying value
Assets measured at fair value on a recurring basis at Sept. 30, 2019															Assets measured at fair value on a recurring basis at Sept. 30, 2019												Total carrying value
(dollars in millions)	Level 1			Level 2			Level 3			Netting (a)			Total carrying value		Level 1			Level 2			Level 3			Netting (a)
Available-for-sale securities:
Agency RMBS	$	—		$	26,204		$	—		$	—		$	26,204	$	—		$	26,391		$	—		$	—		$	26,391
U.S. Treasury	14,197			—			—			—			14,197		15,126			—			—			—			15,126
Sovereign debt/sovereign guaranteed	7,818			4,524			—			—			12,342		8,325			4,825			—			—			13,150
Agency commercial MBS	—			9,678			—			—			9,678		—			9,576			—			—			9,576
Supranational	—			3,914			—			—			3,914		—			4,093			—			—			4,093
CLOs	—			3,649			—			—			3,649		—			3,868			—			—			3,868
Foreign covered bonds	—			3,398			—			—			3,398		—			3,593			—			—			3,593
Other ABS															—			2,484			—			—			2,484
U.S. government agencies	—			2,650			—			—			2,650		—			2,477			—			—			2,477
Other ABS	—			2,470			—			—			2,470
Non-agency commercial MBS	—			2,005			—			—			2,005		—			2,268			—			—			2,268
Foreign government agencies															—			2,186			—			—			2,186
Non-agency RMBS (b)															—			1,213			—			—			1,213
State and political subdivisions	—			1,280			—			—			1,280		—			1,184			—			—			1,184
Non-agency RMBS (b)	—			1,221			—			—			1,221
Corporate bonds	—			905			—			—			905		—			879			—			—			879
Other debt securities	—			1,680			—			—			1,680		—			74			—			—			74
Total available-for-sale securities	22,015			63,578			—			—			85,593		23,451			65,111			—			—			88,562
Trading assets:
Debt instruments	1,529			2,260			—			—			3,789		1,217			3,658			—			—			4,875
Equity instruments (c)	2,011			—			—			—			2,011		2,066			—			—			—			2,066
Derivative assets not designated as hedging:
Interest rate	14			4,254			—			(2,347		)	1,921		7			4,833			—			(2,585		)	2,255
Foreign exchange	—			4,083			—			(3,213		)	870		—			5,066			—			(4,094		)	972
Equity and other contracts	—			46			—			(8		)	38		—			14			—			(2		)	12
Total derivative assets not designated as hedging	14			8,383			—			(5,568		)	2,829		7			9,913			—			(6,681		)	3,239
Total trading assets	3,554			10,643			—			(5,568		)	8,629		3,290			13,571			—			(6,681		)	10,180
Other assets:
Derivative assets designated as hedging:
Foreign exchange	—			156			—			—			156		—			287			—			—			287
Total derivative assets designated as hedging	—			156			—			—			156		—			287			—			—			287
Other assets (d)	94			163			—			—			257		51			159			—			—			210
Assets measured at NAV (d)													178														177
Subtotal assets of operations at fair value	25,663			74,540			—			(5,568		)	94,813		26,792			79,128			—			(6,681		)	99,416
Percentage of assets of operations prior to netting	26		%	74		%	—		%						25		%	75		%	—		%
Assets of consolidated investment management funds	305			32			—			—			337		359			22			—			—			381
Total assets	$	25,968		$	74,572		$	—		$	(5,568	)	$	95,150	$	27,151		$	79,150		$	—		$	(6,681	)	$	99,797
Percentage of total assets prior to netting	26		%	74		%	—		%						26		%	74		%	—		%

76 BNY Mellon

Notes to Consolidated Financial Statements (continued)


Liabilities measured at fair value on a recurring basis at June 30, 2019													Total carrying value
Liabilities measured at fair value on a recurring basis at Sept. 30, 2019															Liabilities measured at fair value on a recurring basis at Sept. 30, 2019												Total carrying value
(dollars in millions)	Level 1			Level 2			Level 3			Netting (a)			Total carrying value		Level 1			Level 2			Level 3			Netting (a)
Trading liabilities:
Debt instruments	$	1,173		$	212		$	—		$	—		$	1,385	$	2,044		$	90		$	—		$	—		$	2,134
Equity instruments	96			—			—			—			96		75			—			—			—			75
Derivative liabilities not designated as hedging:
Interest rate	25			3,600			—			(2,637		)	988		11			4,070			—			(2,532		)	1,549
Foreign exchange	—			3,952			—			(2,660		)	1,292		—			5,012			—			(4,024		)	988
Equity and other contracts	3			4			—			—			7		1			19			—			(10		)	10
Total derivative liabilities not designated as hedging	28			7,556			—			(5,297		)	2,287		12			9,101			—			(6,566		)	2,547
Total trading liabilities	1,297			7,768			—			(5,297		)	3,768		2,131			9,191			—			(6,566		)	4,756
Long-term debt (c)	—			383			—			—			383		—			386			—			—			386
Other liabilities – derivative liabilities designated as hedging:
Interest rate	—			311			—			—			311		—			521			—			—			521
Foreign exchange	—			24			—			—			24		—			84			—			—			84
Total other liabilities – derivative liabilities designated as hedging	—			335			—			—			335		—			605			—			—			605
Subtotal liabilities of operations at fair value	1,297			8,486			—			(5,297		)	4,486		2,131			10,182			—			(6,566		)	5,747
Percentage of liabilities of operations prior to netting	13		%	87		%	—		%						17		%	83		%	—		%
Liabilities of consolidated investment management funds	1			5			—			—			6		2			13			—			—			15
Total liabilities	$	1,298		$	8,491		$	—		$	(5,297	)	$	4,492	$	2,133		$	10,195		$	—		$	(6,566	)	$	5,762
Percentage of total liabilities prior to netting	13		%	87		%	—		%						17		%	83		%	—		%

(a)

ASC 815, Derivatives and Hedging, permits the netting of derivative receivables and derivative payables under legally enforceable master netting agreements and permits the netting of cash collateral. Netting is applicable to derivatives not designated as hedging instruments included in trading assets or trading liabilities and derivatives designated as hedging instruments included in other assets or other liabilities. Netting is allocated to the derivative products based on the net fair value of each product.


(b)	Includes ~~$753~~$689 million in Level 2 that was included in the former Grantor Trust.


(c)	Includes certain interests in securitizations.


(d)	Includes seed capital, private equity investments and other assets.

BNY Mellon 77

Notes to Consolidated Financial Statements (continued)


Assets measured at fair value on a recurring basis at Dec. 31, 2018	Assets measured at fair value on a recurring basis at Dec. 31, 2018												Total carrying value		Assets measured at fair value on a recurring basis at Dec. 31, 2018												Total carrying value
(dollars in millions)	Level 1			Level 2			Level 3			Netting (a)					Level 1			Level 2			Level 3			Netting (a)
Available-for-sale securities:
Agency RMBS	$	—		$	25,308		$	—		$	—		$	25,308	$	—		$	25,308		$	—		$	—		$	25,308
U.S. Treasury	20,076			—			—			—			20,076		20,076			—			—			—			20,076
Sovereign debt/sovereign guaranteed	6,613			4,137			—			—			10,750		6,613			4,137			—			—			10,750
Agency commercial MBS	—			9,691			—			—			9,691		—			9,691			—			—			9,691
CLOs	—			3,364			—			—			3,364		—			3,364			—			—			3,364
Supranational	—			2,984			—			—			2,984		—			2,984			—			—			2,984
Foreign covered bonds	—			2,878			—			—			2,878		—			2,878			—			—			2,878
State and political subdivisions	—			2,247			—			—			2,247		—			2,247			—			—			2,247
Other ABS	—			1,773			—			—			1,773		—			1,773			—			—			1,773
U.S. government agencies	—			1,657			—			—			1,657		—			1,657			—			—			1,657
Non-agency commercial MBS	—			1,464			—			—			1,464		—			1,464			—			—			1,464
Non-agency RMBS (b)	—			1,325			—			—			1,325		—			1,325			—			—			1,325
Foreign government agencies															—			1,161			—			—			1,161
Corporate bonds	—			1,054			—			—			1,054		—			1,054			—			—			1,054
Other debt securities	—			1,238			—			—			1,238		—			77			—			—			77
Total available-for-sale securities	26,689			59,120			—			—			85,809		26,689			59,120			—			—			85,809
Trading assets:
Debt instruments	801			2,594			—			—			3,395		801			2,594			—			—			3,395
Equity instruments (c)	1,114			—			—			—			1,114		1,114			—			—			—			1,114
Derivative assets not designated as hedging:
Interest rate	7			3,583			—			(2,202		)	1,388		7			3,583			—			(2,202		)	1,388
Foreign exchange	—			4,807			—			(3,724		)	1,083		—			4,807			—			(3,724		)	1,083
Equity and other contracts	9			59			—			(13		)	55		9			59			—			(13		)	55
Total derivative assets not designated as hedging	16			8,449			—			(5,939		)	2,526		16			8,449			—			(5,939		)	2,526
Total trading assets	1,931			11,043			—			(5,939		)	7,035		1,931			11,043			—			(5,939		)	7,035
Other assets:
Derivative assets designated as hedging:
Interest rate	—			23			—			—			23		—			23			—			—			23
Foreign exchange	—			266			—			—			266		—			266			—			—			266
Total derivative assets designated as hedging	—			289			—			—			289		—			289			—			—			289
Other assets (d)	68			170			—			—			238		68			170			—			—			238
Assets measured at NAV (d)													215														215
Subtotal assets of operations at fair value	28,688			70,622			—			(5,939		)	93,586		28,688			70,622			—			(5,939		)	93,586
Percentage of assets of operations prior to netting	29		%	71		%	—		%						29		%	71		%	—		%
Assets of consolidated investment management funds	210			253			—			—			463		210			253			—			—			463
Total assets	$	28,898		$	70,875		$	—		$	(5,939	)	$	94,049	$	28,898		$	70,875		$	—		$	(5,939	)	$	94,049
Percentage of total assets prior to netting	29		%	71		%	—		%						29		%	71		%	—		%

78 BNY Mellon

Notes to Consolidated Financial Statements (continued)



Liabilities measured at fair value on a recurring basis at Dec. 31, 2018													Total carrying value
(dollars in millions)	Level 1			Level 2			Level 3			Netting (a)
Trading liabilities:
Debt instruments	$	1,006		$	118		$	—		$	—		$	1,124
Equity instruments	75			—			—			—			75
Derivative liabilities not designated as hedging:
Interest rate	12			3,104			—			(2,508		)	608
Foreign exchange	—			5,215			—			(3,626		)	1,589
Equity and other contracts	1			118			—			(36		)	83
Total derivative liabilities not designated as hedging	13			8,437			—			(6,170		)	2,280
Total trading liabilities	1,094			8,555			—			(6,170		)	3,479
Long-term debt (c)	—			371			—			—			371
Other liabilities – derivative liabilities designated as hedging:
Interest rate	—			74			—			—			74
Foreign exchange	—			14			—			—			14
Total other liabilities – derivative liabilities designated as hedging	—			88			—			—			88
Subtotal liabilities of operations at fair value	1,094			9,014			—			(6,170		)	3,938
Percentage of liabilities of operations prior to netting	11		%	89		%	—		%
Liabilities of consolidated investment management funds	2			—			—			—			2
Total liabilities	$	1,096		$	9,014		$	—		$	(6,170	)	$	3,940
Percentage of total liabilities prior to netting	11		%	89		%	—		%

(a)


(b)	Includes $832 million in Level 2 that was included in the former Grantor Trust.


(c)	Includes certain interests in securitizations.


(d)	Includes seed capital, private equity investments and other assets.

BNY Mellon 79

Notes to Consolidated Financial Statements (continued)


Details of certain available-for-sale securities measured at fair value on a recurring basis	June 30, 2019											Dec. 31, 2018										Sept. 30, 2019											Dec. 31, 2018
	Total carrying value			Ratings (a)								Total carrying value		Ratings (a)								Total carrying value			Ratings (a)								Total carrying value		Ratings (a)
				AAA/ AA-		A+/ A-		BBB+/ BBB-		BB+ and lower				AAA/ AA-		A+/ A-		BBB+/ BBB-		BB+ and lower					AAA/ AA-		A+/ A-		BBB+/ BBB-		BB+ and lower				AAA/ AA-		A+/ A-		BBB+/ BBB-		BB+ and lower
(dollars in millions)			(b)	AAA/ AA-		A+/ A-		BBB+/ BBB-		BB+ and lower				AAA/ AA-		A+/ A-		BBB+/ BBB-		BB+ and lower				(b)	AAA/ AA-		A+/ A-		BBB+/ BBB-		BB+ and lower				AAA/ AA-		A+/ A-		BBB+/ BBB-		BB+ and lower
Non-agency RMBS (c), originated in:
2007-2019	$	311		23	%	2	%	3	%	72	%	$	315	15	%	2	%	3	%	80	%	$	376		41	%	1	%	3	%	55	%	$	315	15	%	2	%	3	%	80	%
2006	330			—		19		1		80		363		—		19		—		81		310			—		20		—		80		363		—		19		—		81
2005	356			8		1		8		83		396		9		1		7		83		333			7		1		8		84		396		9		1		7		83
2004 and earlier	224			16		23		11		50		251		16		24		11		49		194			17		21		11		51		251		16		24		11		49
Total non-agency RMBS	$	1,221		11	%	10	%	5	%	74	%	$	1,325	9	%	11	%	5	%	75	%	$	1,213		17	%	9	%	5	%	69	%	$	1,325	9	%	11	%	5	%	75	%
Non-agency commercial MBS originated in 2009-2019	$	2,005		98	%	2	%	—	%	—	%	$	1,464	96	%	4	%	—	%	—	%
Non-agency commercial MBS originated in:
2009-2019																						$	2,268		98	%	2	%	—	%	—	%	$	1,464	96	%	4	%	—	%	—	%
Foreign covered bonds:
Canada	$	1,639		100	%	—	%	—	%	—	%	$	1,524	100	%	—	%	—	%	—	%	$	1,656		100	%	—	%	—	%	—	%	$	1,524	100	%	—	%	—	%	—	%
United Kingdom	798			100		—		—		—		529		100		—		—		—		880			100		—		—		—		529		100		—		—		—
Australia	414			100		—		—		—		333		100		—		—		—		412			100		—		—		—		333		100		—		—		—
Sweden	274			100		—		—		—		187		100		—		—		—		269			100		—		—		—		187		100		—		—		—
Other	273			100		—		—		—		305		100		—		—		—		376			100		—		—		—		305		100		—		—		—
Total foreign covered bonds	$	3,398		100	%	—	%	—	%	—	%	$	2,878	100	%	—	%	—	%	—	%	$	3,593		100	%	—	%	—	%	—	%	$	2,878	100	%	—	%	—	%	—	%
Sovereign debt/sovereign guaranteed:
United Kingdom	$	3,133		100	%	—	%	—	%	—	%	$	2,153	100	%	—	%	—	%	—	%	$	3,815		100	%	—	%	—	%	—	%	$	2,153	100	%	—	%	—	%	—	%
Germany	2,198			100		—		—		—		1,826		100		—		—		—		2,120			100		—		—		—		1,826		100		—		—		—
France	1,424			100		—		—		—		1,548		100		—		—		—		1,473			100		—		—		—		1,548		100		—		—		—
Italy																						1,393			—		—		100		—		939		—		—		100		—
Spain	1,309			—		2		98		—		1,365		—		—		100		—		1,382			—		5		95		—		1,365		—		—		100		—
Italy	1,302			—		—		100		—		939		—		—		100		—
Netherlands	811			100		—		—		—		875		100		—		—		—		774			100		—		—		—		875		100		—		—		—
Canada																						478			100		—		—		—		378		100		—		—		—
Hong Kong	504			100		—		—		—		450		100		—		—		—		465			100		—		—		—		450		100		—		—		—
Canada	485			100		—		—		—		378		100		—		—		—
Singapore	443			100		—		—		—		165		100		—		—		—		434			100		—		—		—		165		100		—		—		—
Ireland	368			—		100		—		—		625		—		100		—		—		349			—		100		—		—		625		—		100		—		—
Other (d)	365			68		1		—		31		426		75		—		—		25		467			53		23		—		24		426		75		—		—		25
Total sovereign debt/sovereign guaranteed	$	12,342		75	%	3	%	21	%	1	%	$	10,750	72	%	6	%	21	%	1	%	$	13,150		75	%	4	%	21	%	—	%	$	10,750	72	%	6	%	21	%	1	%
Foreign government agencies:
Germany																						$	843		100	%	—	%	—	%	—	%	$	401	100	%	—	%	—	%	—	%
Netherlands																						684			100		—		—		—		461		100		—		—		—
Sweden																						205			100		—		—		—		23		100		—		—		—
Other																						454			76		24		—		—		276		100		—		—		—
Total foreign government agencies																						$	2,186		95	%	5	%	—	%	—	%	$	1,161	100	%	—	%	—	%	—	%


(a)	Represents ratings by S&P or the equivalent.


(b)	At ~~June~~Sept. 30, 2019 and Dec. 31, 2018, sovereign debt/sovereign guaranteed securities were included in Level 1 and Level 2 in the valuation hierarchy. All other assets in the table are Level 2 assets in the valuation hierarchy.


(c)	Includes ~~$753~~$689 million at ~~June~~Sept. 30, 2019 and $832 million at Dec. 31, 2018 that were included in the former Grantor Trust.


(d)	Includes non-investment grade sovereign debt/sovereign guaranteed securities related to Brazil of $113 million at ~~June~~Sept. 30, 2019 and $107 million at Dec. 31, 2018.

Assets and liabilities measured at fair value on a nonrecurring basis

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

carried at cost with upward or downward adjustments.

The following table presents the financial instruments carried on the consolidated balance sheet by caption and level in the fair value hierarchy as of ~~June~~Sept. 30, 2019 and Dec. 31, 2018, for which a nonrecurring change in fair value has been recorded in the respective year.

Assets measured at fair value on a nonrecurring basis June 30, 2019 Dec. 31, 2018

Total carrying
value

Total carrying
value

(in millions) Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
Loans (a)
$ —
$ 58
$ 4
$ 62
$ —
$ 64
$ 4
$ 68
Other assets (b)
—
63
—
63
—
57
—
57
Total assets at fair value on a nonrecurring basis $ —
$ 121
$ 4
$ 125
$ —
$ 121
$ 4
$ 125

80 BNY Mellon

Notes to Consolidated Financial Statements(continued)



Assets measured at fair value on a nonrecurring basis	Sept. 30, 2019								Dec. 31, 2018
Assets measured at fair value on a nonrecurring basis							Total carrying value								Total carrying value
(in millions)	Level 1		Level 2		Level 3		Total carrying value		Level 1		Level 2		Level 3		Total carrying value
Loans (a)	$	—	$	59	$	4	$	63	$	—	$	64	$	4	$	68
Other assets (b)	—		64		—		64		—		57		—		57
Total assets at fair value on a nonrecurring basis	$	—	$	123	$	4	$	127	$	—	$	121	$	4	$	125


(a)	The fair value of these loans decreased $1 million in the quarter ended Sept. 30, 2019 and less than $1 million in the ~~quarters~~quarter ended ~~June 30, 2019 and~~ Dec. 31, 2018, based on the fair value of the underlying collateral, as required by guidance in ASC 310, Receivables, 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.

~~80 BNY Mellon~~

~~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 ~~June~~Sept. 30, 2019 and Dec. 31, 2018, by caption on the consolidated balance sheet and by the valuation hierarchy.

Summary of financial instruments June 30, 2019
(in millions) Level 1
Level 2
Level 3
Total
estimated
fair value
Carrying
amount
Assets:
Interest-bearing deposits with the Federal Reserve and other central banks $ —
$ 69,700
$ —
$ 69,700
$ 69,700
Interest-bearing deposits with banks —
15,515
—
15,515
15,491
Federal funds sold and securities purchased under resale agreements —
61,201
—
61,201
61,201
Securities held-to-maturity 5,344
29,351
—
34,695
34,549
Loans (a)
—
51,425
—
51,425
51,025
Other financial assets 5,556
1,316
—
6,872
6,872
Total $ 10,900
$ 228,508
$ —
$ 239,408
$ 238,838
Liabilities:
Noninterest-bearing deposits $ —
$ 58,255
$ —
$ 58,255
$ 58,255
Interest-bearing deposits —
193,698
—
193,698
194,622
Federal funds purchased and securities sold under repurchase agreements —
11,757
—
11,757
11,757
Payables to customers and broker-dealers —
18,946
—
18,946
18,946
Commercial paper —
8,894
—
8,894
8,894
Borrowings —
2,283
—
2,283
2,283
Long-term debt —
28,365
—
28,365
27,820
Total $ —
$ 322,198
$ —
$ 322,198
$ 322,577


~~(a)~~	~~Does not include the leasing portfolio.~~

Summary of financial instruments Dec. 31, 2018
(in millions) Level 1
Level 2
Level 3
Total estimated
fair value
Carrying
amount
Assets:
Interest-bearing deposits with the Federal Reserve and other central banks $ —
$ 67,988
$ —
$ 67,988
$ 67,988
Interest-bearing deposits with banks —
14,168
—
14,168
14,148
Federal funds sold and securities purchased under resale agreements —
46,795
—
46,795
46,795
Securities held-to-maturity 5,512
27,790
—
33,302
33,982
Loans (a)
—
55,142
—
55,142
55,161
Other financial assets 5,864
1,383
—
7,247
7,247
Total $ 11,376
$ 213,266
$ —
$ 224,642
$ 225,321
Liabilities:
Noninterest-bearing deposits $ —
$ 70,783
$ —
$ 70,783
$ 70,783
Interest-bearing deposits —
165,914
—
165,914
167,995
Federal funds purchased and securities sold under repurchase agreements —
14,243
—
14,243
14,243
Payables to customers and broker-dealers —
19,731
—
19,731
19,731
Commercial paper —
1,939
—
1,939
1,939
Borrowings —
3,584
—
3,584
3,584
Long-term debt —
28,347
—
28,347
28,792
Total $ —
$ 304,541
$ —
$ 304,541
$ 307,067



Summary of financial instruments	Sept. 30, 2019
(in millions)	Level 1		Level 2		Level 3		Total estimated fair value		Carrying amount
Assets:
Interest-bearing deposits with the Federal Reserve and other central banks	$	—	$	73,811	$	—	$	73,811	$	73,811
Interest-bearing deposits with banks	—		15,434		—		15,434		15,417
Federal funds sold and securities purchased under resale agreements	—		43,723		—		43,723		43,723
Securities held-to-maturity	4,871		29,221		—		34,092		33,778
Loans (a)	—		54,186		—		54,186		53,626
Other financial assets	6,718		1,206		—		7,924		7,924
Total	$	11,589	$	217,581	$	—	$	229,170	$	228,279
Liabilities:
Noninterest-bearing deposits	$	—	$	55,452	$	—	$	55,452	$	55,452
Interest-bearing deposits	—		195,449		—		195,449		194,208
Federal funds purchased and securities sold under repurchase agreements	—		11,796		—		11,796		11,796
Payables to customers and broker-dealers	—		18,364		—		18,364		18,364
Commercial paper	—		3,538		—		3,538		3,538
Borrowings	—		1,103		—		1,103		1,103
Long-term debt	—		28,209		—		28,209		27,486
Total	$	—	$	313,911	$	—	$	313,911	$	311,947


(a)	Does not include the leasing portfolio.

BNY Mellon 81

Notes to Consolidated Financial Statements (continued)

~~The table below summarizes the carrying amount of the hedged financial instruments, the notional amount of the hedge and the unrealized gain (loss) (estimated fair value) of the derivatives.~~

Hedged financial instruments
Carrying
amount

Notional amount of hedge

Unrealized (a)
(in millions) Gain
(Loss)
June 30, 2019
Securities available-for-sale (b)
$ 18,347
$ 18,283
$ —
$ (311 )
Long-term debt 15,344
15,050
—
—
Dec. 31, 2018
Securities available-for-sale (b)
$ 19,349
$ 19,437
$ 24
$ (74 )
Long-term debt 16,147
16,600
—
—



Summary of financial instruments	Dec. 31, 2018
(in millions)	Level 1		Level 2		Level 3		Total estimated fair value		Carrying amount
Assets:
Interest-bearing deposits with the Federal Reserve and other central banks	$	—	$	67,988	$	—	$	67,988	$	67,988
Interest-bearing deposits with banks	—		14,168		—		14,168		14,148
Federal funds sold and securities purchased under resale agreements	—		46,795		—		46,795		46,795
Securities held-to-maturity	5,512		27,790		—		33,302		33,982
Loans (a)	—		55,142		—		55,142		55,161
Other financial assets	5,864		1,383		—		7,247		7,247
Total	$	11,376	$	213,266	$	—	$	224,642	$	225,321
Liabilities:
Noninterest-bearing deposits	$	—	$	70,783	$	—	$	70,783	$	70,783
Interest-bearing deposits	—		165,914		—		165,914		167,995
Federal funds purchased and securities sold under repurchase agreements	—		14,243		—		14,243		14,243
Payables to customers and broker-dealers	—		19,731		—		19,731		19,731
Commercial paper	—		1,939		—		1,939		1,939
Borrowings	—		3,584		—		3,584		3,584
Long-term debt	—		28,347		—		28,347		28,792
Total	$	—	$	304,541	$	—	$	304,541	$	307,067


(a)	~~Unrealized gain/loss amounts reflect~~Does not include the ~~fact that certain of the derivatives are cleared and settled through central clearing counterparties where cash collateral received and paid is deemed a settlement of the derivative.~~


~~(b)~~	Includes foreign exchange fair value hedges with carrying values of $145 million and $148 million, notional amounts of $145 million and $147 million and an unrealized gain of less than $1 million and $1 million at June 30, 2019 and Dec. 31, 2018, respectively.leasing portfolio.

Note 17–Fair value option

We elected fair value as an alternative measurement for selected financial assets and liabilities. 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					Assets and liabilities of consolidated investment management funds, at fair value
	June 30, 2019		Dec. 31, 2018
					Sept. 30, 2019		Dec. 31, 2018
(in millions)	June 30, 2019		Dec. 31, 2018
Assets of consolidated investment management funds:
Trading assets	$	314	$	243	$	349	$	243
Other assets	23		220		32		220
Total assets of consolidated investment management funds	$	337	$	463	$	381	$	463
Liabilities of consolidated investment management funds:
Trading liabilities					$	7	$	—
Other liabilities	$	6	$	2	8		2
Total liabilities of consolidated investment management funds	$	6	$	2	$	15	$	2

BNY Mellon values the assets and liabilities of its consolidated investment management funds using quoted prices for identical assets or liabilities in active markets or observable inputs such as quoted prices for similar assets or liabilities. Quoted prices for either identical or similar assets or liabilities in

inactive markets may also be used. Accordingly, fair value best reflects the interests BNY Mellon holds in the economic performance of the consolidated

investment management funds. Changes in the value of the assets and liabilities are recorded in the consolidated income statement as investment income of consolidated investment management funds and in the interest of investment management fund note holders, respectively.

We have elected the fair value option on $240 million of long-term debt. The fair value of this long-term debt was $~~383~~386 million at ~~June~~Sept. 30, 2019 and $371 million at Dec. 31, 2018. The long-term debt is valued using observable market inputs and is included in Level 2 of the valuation hierarchy.

The following table presents the changes in fair value of long-term debt recorded in foreign exchange and other trading revenue in the consolidated income statement.


Foreign exchange and other trading revenue (a)	Foreign exchange and other trading revenue (a)													Foreign exchange and other trading revenue (a)
(in millions)	2Q19			1Q19			2Q18		YTD19			YTD18		3Q19			2Q19			3Q18		YTD19			YTD18
Long-term debt	$	(7	)	$	(5	)	$	—	$	(12	)	$	4	$	(3	)	$	(7	)	$	—	$	(15	)	$	4


(a)	The changes in fair value are approximately offset by an economic hedge included in foreign exchange and other trading revenue.

Note 18–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~~market-

82 BNY Mellon

Notes to Consolidated Financial Statements(continued)

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.

~~82 BNY Mellon~~

~~Notes to Consolidated Financial Statements(continued)~~

Use of derivative financial instruments involves reliance on counterparties. Failure of a counterparty to honor its obligation under a derivative contract is a risk we assume whenever we engage in a derivative contract. There were no0 counterparty default losses recorded in the ~~second~~third quarter of 2019.

Hedging derivatives

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

The available-for-sale securities hedged consist of U.S. Treasury bonds, agency and non-agency commercial MBS, sovereign debt, corporate bonds and covered bonds that had original maturities of 30 years or less at initial purchase. At ~~June~~Sept. 30, 2019, ~~$18.1~~$12.6 billion face amount of available-for-sale securities were hedged with interest rate swaps designated as fair value hedges that had notional values of ~~$18.1~~$12.6 billion.

The fixed rate long-term debt instruments hedged generally have original maturities of five to 30 years. In fair value hedging relationships, debt is hedged with “receive fixed rate, pay variable rate” swaps. At ~~June~~Sept. 30, 2019, ~~$14.1~~$13.9 billion par value of debt was hedged with interest rate swaps designated as fair value hedges that had notional values of ~~$14.1~~$13.9 billion. In addition, at ~~June~~Sept. 30, 2019, the Company utilized interest rate swaps with notional values of $1.0 billion as cash flow hedges to convert floating rate long-term debt with a par value of $1.0 billion to a

fixed interest rate. A pre-tax loss of $2$1 million was recognized in OCI related to the cash flow hedges at ~~June~~Sept. 30, 2019 and will be reclassified to earnings over the next 12 months.

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 12 months or less as cash flow hedges to hedge our foreign exchange exposure to Indian rupee, British pound, Hong Kong dollar, Singapore dollar and Polish zloty revenue and expense transactions in entities that have the U.S. dollar as their functional currency. As of ~~June~~Sept. 30, 2019, the hedged forecasted foreign currency transactions and designated forward foreign exchange contract hedges were ~~$272~~$369 million (notional), with a pre-tax ~~gain~~loss of $8$1 million recorded in accumulated OCI. This ~~gain~~loss will be reclassified to earnings over the next 12 months.

We also utilize forward foreign exchange contracts as fair value hedges of the foreign exchange risk associated with available-for-sale securities. Forward points are designated as an excluded component and amortized into earnings over the hedge period. The unamortized derivative value associated with the excluded component is recognized in accumulated OCI. At ~~June~~Sept. 30, 2019, ~~$145~~$139 million face amount of available-for-sale securities were hedged with foreign currency forward contracts that had a notional value of ~~$145~~$139 million.

Forward foreign exchange contracts are also used to hedge the value of our net investments in foreign subsidiaries. These forward foreign exchange contracts have maturities of less than one year. The derivatives employed are designated as hedges of changes in value of our foreign investments due to exchange rates. Changes in the value of the forward foreign exchange contracts offset the changes in value of the foreign investments due to changes in foreign exchange rates. The change in fair market value of these forward foreign exchange contracts is reported within foreign currency translation adjustments in shareholders’ equity, net of tax. At ~~June~~Sept. 30, 2019, forward foreign exchange contracts with notional amounts totaling $7.3 billion were designated as net investment hedges.

In addition to forward foreign exchange contracts, we also designate non-derivative financial instruments as hedges of our net investments in foreign subsidiaries. Those non-derivative financial instruments designated as hedges of our net investments in foreign subsidiaries were all long-term liabilities of BNY Mellon in various currencies, and, at June 30, 2019, had a combined U.S. dollar equivalent value of $174 million.

BNY Mellon 83

Notes to Consolidated Financial Statements (continued)

foreign subsidiaries were all long-term liabilities of BNY Mellon in various currencies, and, at Sept. 30, 2019, had a combined U.S. dollar equivalent value of $167 million.

The following table presents the gains (losses) related to our hedging derivative portfolio recognized in the consolidated income statement.


Income statement impact of fair value and cash flow hedges
(in millions)	Location of gains (losses)	2Q19			1Q19			2Q18			YTD19			YTD18			Location of gains (losses)	3Q19			2Q19			3Q18			YTD19			YTD18
Interest rate fair value hedges of available-for-sale securities
Derivative	Interest revenue	$	(486	)	$	(383	)	$	136		$	(869	)	$	533		Interest revenue	$	(250	)	$	(486	)	$	214		$	(1,119	)	$	747
Hedged item	Interest revenue	480			376			(133		)	856			(516		)	Interest revenue	243			480			(209		)	1,099			(725		)
Interest rate fair value hedges of long-term debt
Derivative	Interest expense	300			185			(131		)	485			(509		)	Interest expense	146			300			(101		)	631			(610		)
Hedged item	Interest expense	(298		)	(184		)	129			(482		)	506			Interest expense	(145		)	(298		)	103			(627		)	609
Foreign exchange fair value hedges of available-for-sale securities
Derivative (a)	Other revenue	(5		)	6			—			1			—			Other revenue	2			(5		)	—			3			—
Hedged item	Other revenue	5			(5		)	—			—			—			Other revenue	(2		)	5			—			(2		)	—
Cash flow hedge of interest rate risk
(Loss) reclassified from OCI into income																	Interest expense	(1		)	—			—			(1		)	—
Cash flow hedges of forecasted FX exposures
(Loss) gain reclassified from OCI into income	Other revenue	—			—			(1		)	—			3
(Loss) gain reclassified from OCI into income	Staff expense	—			(1		)	2			(1		)	8
(Loss) gain recognized in the consolidated income statement due to fair value and cash flow hedging relationships (b)		$	(4	)	$	(6	)	$	2		$	(10	)	$	25
Gain reclassified from OCI into income																	Other revenue	—			—			—			—			3
Gain (loss) reclassified from OCI into income																	Staff expense	2			—			(4		)	1			4
(Loss) gain recognized in the consolidated income statement due to fair value and cash flow hedging relationships																		$	(5	)	$	(4	)	$	3		$	(15	)	$	28


(a)	Includes a de minimis ~~gain~~gains in the third quarter of 2019 and second quarter of 2019 and a gain of $1 million in the first ~~quarter of 2019 and first six~~nine months of 2019 associated with the amortization of the excluded component. At ~~June~~Sept. 30, 2019 and Dec. 31, 2018, the remaining accumulated OCI balance associated with the excluded component was de minimis.


~~(b)~~	~~Includes a (loss) on cash flow hedges of long-term debt of less than $(1) million in the second quarter of 2019, first quarter of 2019 and first six months of 2019.~~

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


Impact of derivative instruments used in net investment hedging relationships in the income statement	Impact of derivative instruments used in net investment hedging relationships in the income statement																						Impact of derivative instruments used in net investment hedging relationships in the income statement
(in millions)	Gain or (loss) recognized in accumulated OCI on derivatives												Gain or (loss) reclassified from accumulated OCI into income										Gain or (loss) recognized in accumulated OCI on derivatives											Gain or (loss) reclassified from accumulated OCI into income
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) recognized in accumulated OCI on derivatives										Location of gain or (loss) reclassified from accumulated OCI into income
Derivatives in net investment hedging relationships	2Q19		1Q19			2Q18		YTD19		YTD18			2Q19		1Q19		2Q18		YTD19		YTD18		3Q19		2Q19		3Q18		YTD19		YTD18			3Q19		2Q19		3Q18		YTD19		YTD18
FX contracts	$	76	$	(6	)	$	429	$	70	$	271	Net interest revenue	$	—	$	—	$	—	$	—	$	—	$	252	$	76	$	83	$	322	$	354	Net interest revenue	$	—	$	—	$	—	$	—	$	—

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


Hedged items in fair value hedging relationships	Carrying amount of hedged asset or liability				Hedge accounting basis adjustment increase (decrease) (a)					Carrying amount of hedged asset or liability				Hedge accounting basis adjustment increase (decrease) (a)
	Carrying amount of hedged asset or liability				Hedge accounting basis adjustment increase (decrease) (a)					Carrying amount of hedged asset or liability				Hedge accounting basis adjustment increase (decrease) (a)
(in millions)	June 30, 2019		Dec. 31, 2018		June 30, 2019		Dec. 31, 2018			Sept. 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018
Available-for-sale securities (b)	$	18,202	$	19,201	$	692	$	(125	)	$	12,684	$	19,201	$	1,090	$	(125	)
Long-term debt	$	14,344	$	16,147	$	72	$	(453	)	$	14,340	$	16,147	$	239	$	(453	)


(a)	Includes ~~$38~~$140 million and $- million of basis adjustment ~~decreases~~increases on discontinued hedges associated with available-for-sale securities at ~~June~~Sept. 30, 2019 and Dec. 31, 2018, respectively, and ~~$242~~$221 million and $284 million of basis adjustment decreases on discontinued hedges associated with long-term debt at ~~June~~Sept. 30, 2019 and Dec. 31, 2018, respectively.


(b)	Excludes hedged items where only foreign currency risk is the designated hedged risk, as the basis adjustments related to foreign currency hedges will not reverse through the consolidated income statement in future periods. The carrying amount excluded for available-for-sale securities was ~~$145~~$139 million at ~~June~~Sept. 30, 2019 and $148 million at Dec. 31, 2018.

84 BNY Mellon

Notes to Consolidated Financial Statements (continued)

The following table summarizes the notional amount and credit exposure of our total derivative portfolio at ~~June~~Sept. 30, 2019 and Dec. 31, 2018.


Impact of derivative instruments on the balance sheet	Notional value				Asset derivatives fair value						Liability derivatives fair value						Notional value				Asset derivatives fair value						Liability derivatives fair value
	June 30, 2019		Dec. 31, 2018		June 30, 2019			Dec. 31, 2018			June 30, 2019			Dec. 31, 2018			Sept. 30, 2019		Dec. 31, 2018		Sept. 30, 2019			Dec. 31, 2018			Sept. 30, 2019			Dec. 31, 2018
(in millions)	June 30, 2019		Dec. 31, 2018					Dec. 31, 2018						Dec. 31, 2018			Sept. 30, 2019		Dec. 31, 2018		Sept. 30, 2019			Dec. 31, 2018			Sept. 30, 2019			Dec. 31, 2018
Derivatives designated as hedging instruments: (a)(b)					June 30, 2019						June 30, 2019
Interest rate contracts	$	33,188	$	35,890	$	—		$	23		$	311		$	74		$	27,510	$	35,890	$	—		$	23		$	521		$	74
Foreign exchange contracts	7,693		6,330		156			266			24			14			7,792		6,330		287			266			84			14
Total derivatives designated as hedging instruments					$	156		$	289		$	335		$	88						$	287		$	289		$	605		$	88
Derivatives not designated as hedging instruments: (b)(c)
Interest rate contracts	$	302,029	$	248,534	$	4,268		$	3,590		$	3,625		$	3,116		$	320,205	$	248,534	$	4,840		$	3,590		$	4,081		$	3,116
Foreign exchange contracts	850,236		831,730		4,083			4,807			3,952			5,215			823,138		831,730		5,066			4,807			5,012			5,215
Equity contracts	1,573		927		46			68			4			118			1,559		927		14			68			17			118
Credit contracts	165		150		—			—			3			1			165		150		—			—			3			1
Total derivatives not designated as hedging instruments					$	8,397		$	8,465		$	7,584		$	8,450						$	9,920		$	8,465		$	9,113		$	8,450
Total derivatives fair value (d)					$	8,553		$	8,754		$	7,919		$	8,538						$	10,207		$	8,754		$	9,718		$	8,538
Effect of master netting agreements (e)					(5,568		)	(5,939		)	(5,297		)	(6,170		)					(6,681		)	(5,939		)	(6,566		)	(6,170		)
Fair value after effect of master netting agreements					$	2,985		$	2,815		$	2,622		$	2,368						$	3,526		$	2,815		$	3,152		$	2,368


(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 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 ~~$836~~$815 million and ~~$565~~$700 million, respectively, at ~~June~~Sept. 30, 2019, and $809 million and $1,040 million, respectively, at Dec. 31, 2018.

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 and other trading revenue on the consolidated income statement.

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


Foreign exchange and other trading revenue	Foreign exchange and other trading revenue										Foreign exchange and other trading revenue
(in millions)	2Q19		1Q19		2Q18		YTD19		YTD18		3Q19		2Q19		3Q18		YTD19		YTD18
Foreign exchange	$	150	$	160	$	171	$	310	$	354	$	129	$	150	$	150	$	439	$	504
Other trading revenue	16		10		16		26		42		21		16		5		47		47
Total foreign exchange and other trading revenue	$	166	$	170	$	187	$	336	$	396	$	150	$	166	$	155	$	486	$	551

Foreign exchange revenue includes income from purchasing and selling foreign currencies and currency forwards, futures and options. Other trading

revenue reflects results from trading in cash instruments including fixed income and equity securities and non-foreign exchange derivatives.

We also use derivative financial instruments as risk mitigating economic hedges, which are not formally designated as accounting hedges. This includes hedging the foreign currency, interest rate or market risks inherent in some of our balance sheet exposures, such as seed capital investments and deposits, as well as certain investment management fee revenue streams. We also use total return swaps to economically hedge obligations arising from the Company’s deferred compensation plan whereby the participants defer compensation and earn a return linked to the performance of investments they select. The gains or losses on these total return swaps are recorded in staff expense on the consolidated income statement and were a ~~gain~~de minimis loss in the third quarter of 2019 and gains of $7 million in the third quarter of 2018, $5 million in the second quarter of 2019, ~~$2 million in the second quarter of 2018, $18 million in the first quarter of 2019,~~ $23 million in the first ~~six~~nine months of 2019 and ~~a loss of $1~~$6 million in the first ~~six~~nine months of 2018.

We manage trading risk through a system of position limits, a VaR methodology based on historical

BNY Mellon 85

Notes to Consolidated Financial Statements (continued)

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

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

Counterparty credit risk and collateral

We assess 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 16.

Disclosure of contingent features in OTC derivative instruments

Certain OTC derivative contracts and/or collateral agreements contain credit-risk contingent features triggered upon a rating downgrade in which the

counterparty has the right to request additional collateral or the right to terminate the contracts in a net liability position.

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


	June 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018
(in millions)	June 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018
Aggregate fair value of OTC derivatives in net liability positions (a)	$	3,296	$	2,877	$	4,034	$	2,877
Collateral posted	$	3,443	$	2,801	$	3,820	$	2,801


(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 was 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)	Potential close-out exposures (fair value) (a)				Potential close-out exposures (fair value) (a)
(in millions)	June 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018
If The Bank of New York Mellon’s rating changed to: (b)
A3/A-	$	8	$	15	$	17	$	15
Baa2/BBB	$	358	$	116	$	472	$	116
Ba1/BB+	$	1,493	$	1,041	$	2,131	$	1,041


(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 rating by Moody’s/S&P.

If The Bank of New York Mellon’s debt rating had fallen below investment grade on ~~June~~Sept. 30, 2019 and Dec. 31, 2018, existing collateral arrangements would have required us to post additional collateral of ~~$66~~$65 million and $100 million, respectively.

86 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Offsetting assets and liabilities

The following tables present derivative instruments and financial instruments that are either subject to an enforceable netting agreement or offset by collateral arrangements. There were no derivative instruments or financial instruments subject to a legally enforceable netting agreement for which we are not currently netting.


Offsetting of derivative assets and financial assets at June 30, 2019
Offsetting of derivative assets and financial assets at Sept. 30, 2019														Offsetting of derivative assets and financial assets at Sept. 30, 2019
	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						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						(a)			Financial instruments		Cash collateral received		Net amount
Derivatives subject to netting arrangements:
Interest rate contracts	$	2,963	$	2,347		$	616	$	181	$	—	$	435	$	3,292	$	2,585		$	707	$	203	$	—	$	504
Foreign exchange contracts	3,729		3,213			516		10		—		506		4,882		4,094			788		1		—		787
Equity and other contracts	33		8			25		—		—		25		2		2			—		—		—		—
Total derivatives subject to netting arrangements	6,725		5,568			1,157		191		—		966		8,176		6,681			1,495		204		—		1,291
Total derivatives not subject to netting arrangements	1,828		—			1,828		—		—		1,828		2,031		—			2,031		—		—		2,031
Total derivatives	8,553		5,568			2,985		191		—		2,794		10,207		6,681			3,526		204		—		3,322
Reverse repurchase agreements	127,691		78,433		(b)	49,258		49,245		—		13		93,236		60,094		(b)	33,142		33,122		—		20
Securities borrowing	11,943		—			11,943		11,618		—		325		10,581		—			10,581		10,266		—		315
Total	$	148,187	$	84,001		$	64,186	$	61,054	$	—	$	3,132	$	114,024	$	66,775		$	47,249	$	43,592	$	—	$	3,657


(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 assets and financial assets at Dec. 31, 2018
	Gross assets recognized		Gross amounts offset in the balance sheet			Net assets recognized in the balance sheet		Gross amounts not offset in the balance sheet
(in millions)					(a)			Financial instruments		Cash collateral received		Net amount
Derivatives subject to netting arrangements:
Interest rate contracts	$	2,654	$	2,202		$	452	$	133	$	—	$	319
Foreign exchange contracts	4,409		3,724			685		70		—		615
Equity and other contracts	38		13			25		—		—		25
Total derivatives subject to netting arrangements	7,101		5,939			1,162		203		—		959
Total derivatives not subject to netting arrangements	1,653		—			1,653		—		—		1,653
Total derivatives	8,754		5,939			2,815		203		—		2,612
Reverse repurchase agreements	112,245		76,040		(b)	36,205		36,205		—		—
Securities borrowing	10,588		—			10,588		10,286		—		302
Total	$	131,587	$	81,979		$	49,608	$	46,694	$	—	$	2,914


(a)	Includes the effect of netting agreements and net cash collateral received. The offset related to the OTC derivatives was allocated to the various types of derivatives based on the net positions.


(b)	Offsetting of reverse repurchase agreements relates to our involvement in the FICC, where we settle government securities transactions on a net basis for payment and delivery through the Fedwire system.

BNY Mellon 87

Notes to Consolidated Financial Statements (continued)


Offsetting of derivative liabilities and financial liabilities at June 30, 2019						Net liabilities recognized in the balance sheet
Offsetting of derivative liabilities and financial liabilities at Sept. 30, 2019												Offsetting of derivative liabilities and financial liabilities at Sept. 30, 2019					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						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 liabilities recognized in the balance sheet								Net amount			(a)	Cash collateral pledged			Net liabilities recognized in the balance sheet			Net amount
Derivatives subject to netting arrangements:
Interest rate contracts	$	3,885	$	2,637		$	1,248	$	1,187	$	61			$	4,562	$	2,532		$	2,030		$	1,679		$	351
Foreign exchange contracts	3,475		2,660			815		139		—		676		4,639		4,024			615			226			—				389
Equity and other contracts	4		—			4		—		—		4		18		10			8			—			—			8
Total derivatives subject to netting arrangements	7,364		5,297			2,067		1,326		—		741		9,219		6,566			2,653			1,905			—			748
Total derivatives not subject to netting arrangements	555		—			555		—		—		555		499		—			499			—			—			499
Total derivatives	7,919		5,297			2,622		1,326		—		1,296		9,718		6,566			3,152			1,905			—			1,247
Repurchase agreements	87,308		78,433		(b)	8,875		8,875		—		—		69,004		60,094		(b)	8,910			8,910			—			—
Securities lending	871		—			871		840		—		31		758		—			758			724			—			34
Total	$	96,098	$	83,730		$	12,368	$	11,041	$	—	$	1,327	$	79,480	$	66,660		$	12,820		$	11,539		$	—		$	1,281


(a)	Includes the effect of netting agreements and net cash collateral paid. The offset related to the OTC derivatives was allocated to the various types of derivatives based on the net positions.


(b)	Offsetting of repurchase agreements relates to our involvement in the FICC, where we settle government securities transactions on a net basis for payment and delivery through the Fedwire system.



Offsetting of derivative liabilities and financial liabilities at Dec. 31, 2018						Net liabilities recognized in the balance sheet
	Gross liabilities recognized		Gross amounts offset in the balance sheet					Gross amounts not offset in the balance sheet
(in millions)					(a)			Financial instruments		Cash collateral pledged		Net amount
Derivatives subject to netting arrangements:
Interest rate contracts	$	3,144	$	2,508		$	636	$	547	$	—	$	89
Foreign exchange contracts	4,747		3,626			1,121		187		—		934
Equity and other contracts	75		36			39		37		—		2
Total derivatives subject to netting arrangements	7,966		6,170			1,796		771		—		1,025
Total derivatives not subject to netting arrangements	572		—			572		—		—		572
Total derivatives	8,538		6,170			2,368		771		—		1,597
Repurchase agreements	84,665		76,040		(b)	8,625		8,625		—		—
Securities lending	997		—			997		937		—		60
Total	$	94,200	$	82,210		$	11,990	$	10,333	$	—	$	1,657


(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.

88 BNY Mellon

Notes to Consolidated Financial Statements (continued)

Secured borrowings

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

																																	Repurchase agreements and securities lending transactions accounted for as secured borrowings
	June 30, 2019								Dec. 31, 2018								Sept. 30, 2019								Dec. 31, 2018
	Remaining contractual maturity						Total		Remaining contractual maturity						Total		Remaining contractual maturity						Total		Remaining contractual maturity						Total
(in millions)	Overnight and continuous		Up to 30 days		30 days or more		Total		Overnight and continuous		Up to 30 days		30 days or more		Total		Overnight and continuous		Up to 30 days		30 days or more		Total		Overnight and continuous		Up to 30 days		30 days or more		Total
Repurchase agreements:
U.S. Treasury	$	80,367	$	—	$	—	$	80,367	$	76,822	$	—	$	—	$	76,822	$	60,878	$	—	$	—	$	60,878	$	76,822	$	—	$	—	$	76,822
U.S. government agencies	826		—		—		826		759		—		—		759		930		—		—		930		759		—		—		759
Agency RMBS	2,205		—		—		2,205		3,184		—		4		3,188		3,383		—		—		3,383		3,184		—		4		3,188
Corporate bonds	335		—		1,485		1,820		416		—		1,413		1,829		268		—		1,719		1,987		416		—		1,413		1,829
Other debt securities	284		—		931		1,215		271		—		1,106		1,377		217		—		1,038		1,255		271		—		1,106		1,377
Equity securities	241		—		634		875		163		—		527		690		78		—		493		571		163		—		527		690
Total	$	84,258	$	—	$	3,050	$	87,308	$	81,615	$	—	$	3,050	$	84,665	$	65,754	$	—	$	3,250	$	69,004	$	81,615	$	—	$	3,050	$	84,665
Securities lending:
U.S. government agencies	$	30	$	—	$	—	$	30	$	7	$	—	$	—	$	7	$	9	$	—	$	—	$	9	$	7	$	—	$	—	$	7
Other debt securities	200		—		—		200		294		—		—		294		228		—		—		228		294		—		—		294
Equity securities	641		—		—		641		696		—		—		696		521		—		—		521		696		—		—		696
Total	$	871	$	—	$	—	$	871	$	997	$	—	$	—	$	997	$	758	$	—	$	—	$	758	$	997	$	—	$	—	$	997
Total borrowings	$	85,129	$	—	$	3,050	$	88,179	$	82,612	$	—	$	3,050	$	85,662	$	66,512	$	—	$	3,250	$	69,762	$	82,612	$	—	$	3,050	$	85,662

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

Note 19–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	June 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018
(in millions)
Lending commitments	$	51,191	$	50,631	$	50,303	$	50,631
Standby letters of credit (a)	2,465		2,817		2,417		2,817
Commercial letters of credit	60		165		156		165
Securities lending indemnifications (b)(c)	406,180		401,504		398,226		401,504


(a)	Net of participations totaling ~~$162~~$154 million at ~~June~~Sept. 30, 2019 and $163 million at Dec. 31, 2018.


(b)	Excludes the indemnification for securities for which BNY Mellon acts as an agent on behalf of CIBC Mellon clients, which totaled ~~$62~~$63 billion at ~~June~~Sept. 30, 2019 and $56 billion at Dec. 31, 2018.


(c)	Includes cash collateral, invested in indemnified repurchase agreements, held by us as securities lending agent of ~~$45~~$42 billion at ~~June~~Sept. 30, 2019 and $35 billion at Dec. 31, 2018.

BNY Mellon 89

Notes to Consolidated Financial Statements (continued)

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: ~~$31.8~~$31.3 billion in less than one year, ~~$18.9~~$18.7 billion in one to five years and ~~$539~~$346 million over five years.

SBLCs principally support obligations of corporate clients and were collateralized with cash and securities of ~~$219~~$166 million at ~~June~~Sept. 30, 2019 and $223 million at Dec. 31, 2018. At ~~June~~Sept. 30, 2019, $1.6 billion of the SBLCs will expire within one year, ~~and $831~~$783 million in one to five years and $4 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	June 30, 2019		Dec. 31, 2018		Sept. 30, 2019		Dec. 31, 2018

Investment grade	90	%	89	%	90	%	89	%
Non-investment grade	10	%	11	%	10	%	11	%

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 ~~$60~~$156 million at ~~June~~Sept. 30, 2019 and $165 million at Dec. 31, 2018.

We expect many of the lending commitments and letters of credit to expire without the need to advance any cash. The revenue associated with guarantees frequently depends on the credit rating of the obligor and the structure of the transaction, including collateral, if any. The allowance for lending-related commitments was ~~$95~~$97 million at ~~June~~Sept. 30, 2019 and $106 million at Dec. 31, 2018.

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 $~~425~~417 billion at ~~June~~Sept. 30, 2019 and $420 billion at Dec. 31, 2018.

CIBC Mellon, a joint venture between BNY Mellon and the Canadian Imperial Bank of Commerce (“CIBC”), engages in securities lending activities. CIBC Mellon, BNY Mellon and CIBC jointly and severally indemnify securities lenders against specific types of borrower default. At ~~June~~Sept. 30, 2019 and Dec. 31, 2018, ~~$62~~$63 billion and $56 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 ~~$66~~$67 billion and $59 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.

90 BNY Mellon

Notes to Consolidated Financial Statements (continued)

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 settlement date. At ~~June~~Sept. 30, 2019, we had ~~$275 million of~~0 unsettled repurchase agreements and ~~$28.4~~$1.3 billion of unsettled reverse repurchase agreements which all settled the following day.

Industry concentrations

We have significant industry concentrations related to credit exposure at ~~June~~Sept. 30, 2019. The tables below present our credit exposure in the financial institutions and commercial portfolios.


Financial institutions portfolio exposure (in billions)	June 30, 2019						Sept. 30, 2019
	Loans		Unfunded commitments		Total exposure		Loans		Unfunded commitments		Total exposure
Securities industry	$	2.5	$	24.3	$	26.8	$	3.2	$	23.4	$	26.6
Banks							7.9		1.2		9.1
Asset managers	1.4		6.7		8.1		1.3		6.7		8.0
Banks	6.5		1.0		7.5
Insurance	0.1		2.4		2.5		0.1		2.5		2.6
Government	0.1		0.3		0.4		0.1		0.3		0.4
Other	0.9		0.9		1.8		0.8		0.8		1.6
Total	$	11.5	$	35.6	$	47.1	$	13.4	$	34.9	$	48.3


Commercial portfolio exposure (in billions)	June 30, 2019						Sept. 30, 2019
	Loans		Unfunded commitments		Total exposure		Loans		Unfunded commitments		Total exposure
Manufacturing	$	0.7	$	4.7	$	5.4	$	0.8	$	4.7	$	5.5
Services and other	0.7		3.9		4.6		0.7		3.7		4.4
Energy and utilities	0.3		3.8		4.1		0.2		3.8		4.0
Media and telecom	—		1.2		1.2		—		1.0		1.0
Total	$	1.7	$	13.6	$	15.3	$	1.7	$	13.2	$	14.9

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

Exposure for certain administrative errors

In connection with certain offshore tax-exempt funds that we manage, we ~~may be~~were potentially liable to the funds for certain administrative errors. The errors ~~relate~~

related to the resident status of such funds, ~~potentially exposing~~which exposed the

Company to a tax liability related to the funds’ earnings. ~~The Company is in~~In the third quarter of 2019, we reduced the previously established reserves for this exposure based on recent discussions and agreement with the tax ~~authorities regarding the funds. We believe we are appropriately accrued and the additional reasonably possible exposure is not significant.~~authorities.



Nonperforming assets activity	June 30, 2019			Dec. 31, 2018
(in millions)	June 30, 2019			Dec. 31, 2018
Balance at beginning of quarter	$	174		$	81
Additions	17			4
Return to accrual status	—			(1		)
Charge-offs	1			(1		)
Paydowns/sales	(6		)	(4		)
Balance at end of quarter	$	186		$	79



Hedged financial instruments	Carrying amount		Notional amount of hedge
					Unrealized (a)
(in millions)					Gain		(Loss)
June 30, 2019
Securities available-for-sale (b)	$	18,347	$	18,283	$	—	$	(311	)
Long-term debt	15,344		15,050		—		—
Dec. 31, 2018
Securities available-for-sale (b)	$	19,349	$	19,437	$	24	$	(74	)
Long-term debt	16,147		16,600		—		—


For the quarter ended June 30, 2019	Investment Services			Investment Management				Other			Consolidated
For the quarter ended Sept. 30, 2019															Investment Services			Investment Management				Other			Consolidated
(dollars in millions)	Investment Services			Investment Management				Other			Consolidated
Total fee and other revenue															$	2,291		$	833		(a)	$	4		$	3,128		(a)
Net interest revenue (expense)	775			67				(40		)	802				753			57				(80		)	730
Total revenue	3,002			917			(a)	1			3,920			(a)
Total revenue (loss)															3,044			890			(a)	(76		)	3,858			(a)
Provision for credit losses	(4		)	(2		)		(2		)	(8		)		(15		)	—				(1		)	(16		)
Noninterest expense	1,954			654				39			2,647				1,965			590				35			2,590
Income (loss) before taxes	$	1,052		$	265		(a)	$	(36	)	$	1,281		(a)
Income (loss) before income taxes															$	1,094		$	300		(a)	$	(110	)	$	1,284		(a)
Pre-tax operating margin (b)	35		%	29		%		N/M			33		%		36		%	34		%		N/M			33		%
Average assets	$	264,639		$	30,709			$	47,036		$	342,384			$	269,784		$	30,326			$	50,569		$	350,679


(a)	~~Both total~~Total fee and other revenue includes net income from consolidated investment management funds of $- million, representing $3 million of income and noncontrolling interests of $3 million. Total revenue and income before income taxes are net of noncontrolling interests of $3 million.


(a)	Total fee and other revenue ~~include~~includes net income from consolidated investment management funds of $6 million, representing $10 million of income and noncontrolling interests of $4 million. ~~Income~~Total revenue and income before income taxes isare net of noncontrolling interests of $4 million.


For the quarter ended March 31, 2019	Investment Services			Investment Management				Other			Consolidated
For the quarter ended Sept. 30, 2018															Investment Services			Investment Management				Other			Consolidated
(dollars in millions)	Investment Services			Investment Management				Other			Consolidated
Total fee and other revenue															$	2,230		$	938		(a)	$	7		$	3,175		(a)
Net interest revenue (expense)	796			75				(30		)	841				827			77				(13		)	891
Total revenue	2,950			939			(a)	—			3,889			(a)
Total revenue (loss)															3,057			1,015			(a)	(6		)	4,066			(a)
Provision for credit losses	8			1				(2		)	7				1			(2		)		(2		)	(3		)
Noninterest expense	1,969			669				61			2,699				2,030			701				6			2,737			(b)
Income (loss) before taxes	$	973		$	269		(a)	$	(59	)	$	1,183		(a)
Income (loss) before income taxes															$	1,026		$	316		(a)	$	(10	)	$	1,332		(a)(b)
Pre-tax operating margin ~~(b)~~(c)	33		%	29		%		N/M			31		%		34		%	31		%		N/M			33		%
Average assets	$	255,891		$	31,857			$	48,417		$	336,165			$	246,276		$	31,283			$	54,782		$	332,341


(b)	Noninterest expense and income before income taxes include a loss attributable to noncontrolling interests of $1 million related to other consolidated subsidiaries.


For the quarter ended June 30, 2018	Investment Services			Investment Management				Other			Consolidated
For the nine months ended Sept. 30, 2019															Investment Services			Investment Management				Other			Consolidated
(dollars in millions)	Investment Services			Investment Management				Other			Consolidated
Total fee and other revenue															$	6,672		$	2,547		(a)	$	75		$	9,294		(a)
Net interest revenue (expense)	874			77				(35		)	916				2,324			199				(150		)	2,373
Total revenue	3,107			1,018			(a)	6			4,131			(a)
Total revenue (loss)															8,996			2,746			(a)	(75		)	11,667			(a)
Provision for credit losses	1			2				(6		)	(3		)		(11		)	(1		)		(5		)	(17		)
Noninterest expense	1,967			697				81			2,745			(b)	5,888			1,913				135			7,936
Income (loss) before taxes	$	1,139		$	319		(a)	$	(69	)	$	1,389		(a)(b)
Income (loss) before income taxes															$	3,119		$	834		(a)	$	(205	)	$	3,748		(a)
Pre-tax operating margin ~~(c)~~(b)	37		%	31		%		N/M			34		%		35		%	30		%		N/M			32		%
Average assets	$	264,387		$	31,504			$	50,437		$	346,328			$	263,489		$	30,724			$	48,916		$	343,129


(b)	~~Noninterest expense includes a loss attributable to noncontrolling interests of $2 million related to other consolidated subsidiaries.~~


For the six months ended June 30, 2019	Investment Services			Investment Management				Other			Consolidated
For the nine months ended Sept. 30, 2018															Investment Services			Investment Management				Other			Consolidated
(dollars in millions)	Investment Services			Investment Management				Other			Consolidated
Total fee and other revenue															$	6,713		$	2,891		(a)	$	56		$	9,660		(a)
Net interest revenue (expense)	1,571			142				(70		)	1,643				2,545			230				(49		)	2,726
Total revenue	5,952			1,856			(a)	1			7,809			(a)	9,258			3,121			(a)	7			12,386			(a)
Provision for credit losses	4			(1		)		(4		)	(1		)		(5		)	2				(8		)	(11		)
Noninterest expense	3,923			1,323				100			5,346				5,946			2,103				174			8,223			(b)
Income (loss) before taxes	$	2,025		$	534		(a)	$	(95	)	$	2,464		(a)
Income (loss) before income taxes															$	3,317		$	1,016		(a)	$	(159	)	$	4,174		(a)(b)
Pre-tax operating margin ~~(b)~~(c)	34		%	29		%		N/M			32		%		36		%	33		%		N/M			34		%
Average assets	$	260,290		$	30,926			$	48,076		$	339,292			$	262,804		$	31,577			$	51,139		$	345,520



For the six months ended June 30, 2018	Investment Services			Investment Management				Other			Consolidated
(dollars in millions)	Investment Services			Investment Management				Other			Consolidated
Total fee and other revenue	$	4,483		$	1,953		(a)	$	49		$	6,485		(a)
Net interest revenue (expense)	1,718			153				(36		)	1,835
Total revenue	6,201			2,106			(a)	13			8,320			(a)
Provision for credit losses	(6		)	4				(6		)	(8		)
Noninterest expense	3,916			1,402				168			5,486
Income (loss) before taxes	$	2,291		$	700		(a)	$	(149	)	$	2,842		(a)
Pre-tax operating margin (b)	37		%	33		%		N/M			34		%
Average assets	$	271,203		$	31,732			$	49,284		$	352,219


~~(a)~~	Both total fee and other revenue and total revenue include net income from consolidated investment management funds of $5 million, representing $1 million of income and a loss attributable to noncontrolling interests of $4 million. Income before taxes is net of a loss attributable to noncontrolling interests of $4 million.


Non-cash investing and financing transactions	Six months ended June 30,					Nine months ended Sept. 30,
(in millions)	2019			2018		2019			2018
Transfers from loans to other assets for other real estate owned	$	—		$	2	$	1		$	2
Change in assets of consolidated investment management funds	76			303		120			232
Change in liabilities of consolidated investment management funds	4			1		13			5
Change in nonredeemable noncontrolling interests of consolidated investment management funds	65			264		102			226
Securities purchased not settled	1,113			400		804			885
Securities matured not settled	10			25
Securities sold not settled						—			249
Available-for-sale securities transferred to trading assets	—			963		—			963
Held-to-maturity securities transferred to available-for-sale	—			1,087		—			1,087
Premises and equipment/capitalized software funded by financing lease obligations	14			15
Premises and equipment/capitalized software funded by finance lease obligations						14			25
Premises and equipment/operating lease obligations	1,272		(a)	—		1,440		(a)	—


(a)	Includes $1,244 million related to the adoption of ASU 2016-02, Leases, and ~~$28~~$196 million related to new or modified leases.


(c)	The following table discloses repurchases of our common stock made in the ~~second~~third quarter of 2019. All of the Company’s preferred stock outstanding has preference over the Company’s common stock with respect to the payment of dividends.



Share repurchases - second quarter of 2019				Total shares repurchased as part of a publicly announced plan or program	Maximum approximate dollar value of shares that may yet be purchased under the publicly announced plans or programs at June 30, 2019
(dollars in millions, except per share information; common shares in thousands)	Total shares repurchased	Average price per share
April 2019	10,531	$	48.69	10,531		$	243
May 2019	4,441	49.99		4,441		21
June 2019	361	44.46		361		5
Second quarter of 2019 (a)	15,333	$	48.97	15,333		$	3,940	(b)



Share repurchases - third quarter of 2019				Total shares repurchased as part of a publicly announced plan or program	Maximum approximate dollar value of shares that may yet be purchased under the publicly announced plans or programs at Sept. 30, 2019
(dollars in millions, except per share information; common shares in thousands)	Total shares repurchased	Average price per share
July 2019	11,276	$	46.67	11,276		$	3,414
August 2019	9,765	45.49		9,765		2,969
September 2019	233	44.99		233		2,959
Third quarter of 2019 (a)	21,274	$	46.11	21,274		2,959		(b)


(a)	Includes 5929 thousand shares repurchased at a purchase price of $3$1 million from employees, primarily in connection with the employees’ payment of taxes upon the vesting of restricted stock. The average price per share of open market purchases was ~~$48.96.~~$46.11.


(b)	Represents the maximum value of the shares authorized to be repurchased through the second quarter of 2020, including employee benefit plan repurchases.



Exhibit No.	Description	Method of Filing
3.1	Restated Certificate of Incorporation of The Bank of New York Mellon Corporation.	Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-52710) as filed with the Commission on July 2, 2007, and incorporated herein by reference.
3.2	Certificate of Designations of The Bank of New York Mellon Corporation with respect to Series A Noncumulative Preferred Stock, dated June 15, 2007.	Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 000-52710) as filed with the Commission on July 5, 2007, and incorporated herein by reference.
3.3	Certificate of Designations of The Bank of New York Mellon Corporation with respect to Series C Noncumulative Perpetual Preferred Stock, dated Sept. 13, 2012.	Previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form 8A12B (File No. 001-35651) as filed with the Commission on Sept. 14, 2012, and incorporated herein by reference.
3.4	Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series D Noncumulative Perpetual Preferred Stock, dated May 16, 2013.	Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on May 16, 2013, and incorporated herein by reference.
3.5	Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series E Noncumulative Perpetual Preferred Stock, dated April 27, 2015.	Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on April 28, 2015, and incorporated herein by reference.
3.6	Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series F Noncumulative Perpetual Preferred Stock, dated July 29, 2016.	Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on Aug. 1, 2016, and incorporated herein by reference.
3.7	Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on April 9, 2019.	Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on April 10, 2019, and incorporated herein by reference.
3.8	Amended and Restated By-Laws of The Bank of New York Mellon Corporation, as amended and restated on Feb. 12, 2018.	Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on Feb. 13, 2018, and incorporated herein by reference.




Date: ~~August~~November 7, 2019	By:	/s/ Kurtis R. Kurimsky
		Kurtis R. Kurimsky
		Corporate Controller
		(Duly Authorized Officer and
		Principal Accounting Officer of
		the Registrant)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company