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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the Fiscal Year Ended December 31, 2021or Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Commission File Number 001-35651THE BANK OF NEW YORK MELLON CORPORATION(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction ofincorporation or organization)13-2614959(I.R.S. EmployerIdentification No.)240 Greenwich StreetNew York, New York 10286(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code -- (212) 495-1784Securities registered pursuant to Section 12(b) of the Act:Title of each classCommon Stock, 0.01 par value6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV(fully and unconditionally guaranteed by The Bank of New York Mellon Corporation)TradingSymbol(s)BKBK/PName of each exchangeon which registeredNew York Stock ExchangeNew York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 of1934 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 suchfiling 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 405of 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 suchfiles). 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, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No As of June 30, 2021, the aggregate market value of the registrant’s common stock, 0.01 par value per share, held by non-affiliates of the registrantwas 44,195,604,602.As of January 31, 2022, 804,494,791 shares of the registrant’s common stock, 0.01 par value per share, were outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the following documents are incorporated by reference in the following parts of this Form 10-K:The Bank of New York Mellon Corporation 2022 Proxy Statement-Part IIIThe Bank of New York Mellon Corporation 2021 Annual Report to Shareholders-Parts I, II and IV
Available InformationForward-looking StatementsThis Form 10-K filed by The Bank of New YorkMellon Corporation (“BNY Mellon” or the“Company”) with the Securities and ExchangeCommission (the “SEC”) contains the Exhibits listedon the Index to Exhibits beginning on page 14,including those portions of BNY Mellon’s 2021Annual Report to Shareholders (the “Annual Report”)which are incorporated herein by reference. TheAnnual Report and BNY Mellon’s Proxy Statementfor its 2022 Annual Meeting (the “Proxy”) will beavailable on our website at www.bnymellon.com.We also make available on our website, free ofcharge, the following materials:In this Form 10-K, and other public disclosures ofBNY Mellon, words, such as “estimate,” “forecast,”“project,” “anticipate,” “likely,” “target,” “expect,”“intend,” “continue,” “seek,” “believe,” “plan,”“goal,” “could,” “should,” “would,” “may,” “might,”“will,” “strategy,” “synergies,” “opportunities,”“trends,” “ambition,” “objective,” “aim,” “future,”“potentially,” “outlook” and words of similarmeaning, may signify forward-looking statements.Some statements in this document are forwardlooking. These include statements about theusefulness of Non-GAAP measures, the future resultsof BNY Mellon, our businesses, financial, liquidityand capital condition, results of operations, liquidity,risk and capital management and processes, goals,strategies, outlook, objectives, expectations(including those regarding our performance results,expenses, nonperforming assets, products, impacts ofcurrency fluctuations, impacts of money market feewaivers, impacts of trends on our businesses,regulatory, technology, market, economic oraccounting developments and the impacts of suchdevelopments on our businesses, legal proceedingsand other contingencies), human capital management(including related ambitions, objectives, aims andgoals), effective tax rate, net interest revenue,estimates (including those regarding expenses, lossesinherent in our credit portfolios and capital ratios),intentions (including those regarding our capitalreturns and expenses, including our investments intechnology and pension expense), targets,opportunities, potential actions, growth andinitiatives, including the potential effects of thecoronavirus pandemic on any of the foregoing. All of our SEC filings, including annual reportson Form 10-K, quarterly reports on Form 10-Q,current reports on Form 8-K and all amendmentsto these reports as soon as reasonably practicableafter we electronically file such materials with, orfurnish them to, the SEC pursuant to Section13(a) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), and any proxystatement mailed by us in connection with thesolicitation of proxies; Our earnings materials and selected managementconference calls and presentations; Other regulatory disclosures, including: Pillar 3Disclosures (and Market Risk Disclosurecontained therein); Liquidity Coverage RatioDisclosures; Federal Financial InstitutionsExamination Council – Consolidated Reports ofCondition and Income for a Bank With Domesticand Foreign Offices; Consolidated FinancialStatements for Bank Holding Companies; and theDodd-Frank Act Stress Test Results for BNYMellon and The Bank of New York Mellon; and Our Corporate Governance Guidelines, Amendedand Restated By-laws, Directors’ Code ofConduct and the Charters of the Audit, Finance,Corporate Governance, Nominating and SocialResponsibility, Human Resources andCompensation, Risk and Technology Committeesof our Board of Directors.The contents of BNY Mellon’s website or any otherwebsites referenced herein or in the 2021 AnnualReport are not part of or incorporated by referenceinto this Form 10-K.These forward-looking statements, and other forwardlooking statements contained in other publicdisclosures of BNY Mellon (including thoseincorporated into this Form 10-K), are based onassumptions that involve risks and uncertainties andthat are subject to change based on various importantfactors (some of which are beyond BNY Mellon’scontrol), including those factors described in theAnnual Report under “Management’s Discussion andAnalysis of Financial Condition and Results ofOperations (“MD&A”) – Risk Factors.” Actualresults may differ materially from those expressed orimplied as a result of a number of factors, includingthose discussed in the “Risk Factors” section of ourAnnual Report, such as:BNY Mellon 1
errors or delays in our operational and transactionprocessing, or those of third parties, maymaterially adversely affect our business, financialcondition, results of operations and reputation;our risk management framework, models andprocesses may not be effective in identifying ormitigating risk and reducing the potential forlosses;our business may be adversely affected if we areunable to attract, retain and motivate employees;a communications or technology disruption orfailure within our infrastructure or theinfrastructure of third parties that results in a lossof information, delays our ability to accessinformation or impacts our ability to provideservices to our clients may materially adverselyaffect our business, financial condition andresults of operations;a cybersecurity incident, or a failure in ourcomputer systems, networks and information, orthose of third parties, could result in the theft,loss, unauthorized access to, disclosure, use oralteration of information, system or networkfailures, or loss of access to information. Anysuch incident or failure could adversely impactour ability to conduct our businesses, damage ourreputation and cause losses;we are subject to extensive governmentrulemaking, policies, regulation and supervisionthat impact our operations. Changes to andintroduction of new rules and regulations havecompelled, and in the future may compel, us tochange how we manage our businesses, whichcould have a material adverse effect on ourbusiness, financial condition and results ofoperations;regulatory or enforcement actions or litigationcould materially adversely affect our results ofoperations or harm our businesses or reputation;a failure or circumvention of our controls andprocedures could have a material adverse effecton our business, financial condition, results ofoperations and reputation;we are dependent on fee-based business for asubstantial majority of our revenue and our feebased revenues could be adversely affected byslowing in market activity, weak financialmarkets, underperformance and/or negativetrends in savings rates or in investmentpreferences;2 BNY Mellon weakness and volatility in financial markets andthe economy generally may materially adverselyaffect our business, financial condition andresults of operations;changes in interest rates and yield curves havehad, and may in the future continue to have, amaterial adverse effect on our profitability;we may experience losses on securities related tovolatile and illiquid market conditions, reducingour earnings and impacting our financialcondition;transitions away from and the replacement ofLIBOR and other IBORs could adversely impactour business, financial condition and results ofoperations;the failure or perceived weakness of any of oursignificant clients or counterparties, many ofwhom are major financial institutions orsovereign entities, and our assumption of credit,counterparty and concentration risk, could exposeus to loss and adversely affect our business;we could incur losses if our allowance for creditlosses, including loan and lending-relatedcommitment reserves, is inadequate or if ourexpectations of future economic conditionsdeteriorate;our business, financial condition and results ofoperations could be adversely affected if we donot effectively manage our liquidity;failure to satisfy regulatory standards, including“well capitalized” and “well managed” status orcapital adequacy and liquidity rules moregenerally, could result in limitations on ouractivities and adversely affect our business andfinancial condition;the Parent is a non-operating holding companyand, as a result, is dependent on dividends fromits subsidiaries and extensions of credit from itsIHC to meet its obligations, including withrespect to its securities, and to provide funds forshare repurchases and payment of dividends to itsstockholders;our ability to return capital to shareholders issubject to the discretion of our Board of Directorsand may be limited by U.S. banking laws andregulations, including those governing capital andcapital planning, applicable provisions ofDelaware law and our failure to pay full andtimely dividends on our preferred stock;any material reduction in our credit ratings or thecredit ratings of our principal bank subsidiaries,
The Bank of New York Mellon or BNY Mellon,N.A., could increase the cost of funding andborrowing to us and our rated subsidiaries andhave a material adverse effect on our business,financial condition and results of operations andon the value of the securities we issue;the application of our Title I preferred resolutionstrategy or resolution under the Title II orderlyliquidation authority could adversely affect theParent’s liquidity and financial condition and theParent’s security holders;new lines of business, new products and servicesor transformational or strategic project initiativessubject us to new or additional risks, and thefailure to implement these initiatives could affectour results of operations;we are subject to competition in all aspects of ourbusiness, which could negatively affect ourability to maintain or increase our profitability;our strategic transactions present risks anduncertainties and could have an adverse effect onour business, financial condition and results ofoperations;the coronavirus pandemic is adversely affectingus and creates significant risks and uncertaintiesfor our business, and the ultimate impact of thepandemic on us will depend on futuredevelopments, which are highly uncertain andcannot be predicted;our businesses may be negatively affected byadverse events, publicity, government scrutiny orother reputational harm; climate change concerns could adversely affectour business, affect client activity levels anddamage our reputation;impacts from natural disasters, climate change,acts of terrorism, pandemics, global conflicts andother geopolitical events may have a negativeimpact on our business and operations;tax law changes or challenges to our tax positionswith respect to historical transactions mayadversely affect our net income, effective tax rateand our overall results of operations and financialcondition; andchanges in accounting standards governing thepreparation of our financial statements and futureevents could have a material impact on ourreported financial condition, results of operations,cash flows and other financial data.Investors should consider all risk factors discussed inthe 2021 Annual Report and any subsequent reportsfiled with the SEC by BNY Mellon pursuant to theExchange Act. All forward-looking statements speakonly as of the date on which such statements aremade, and BNY Mellon undertakes no obligation toupdate any statement to reflect events orcircumstances after the date on which such forwardlooking statement is made or to reflect the occurrenceof unanticipated events.BNY Mellon 3
THE BANK OF NEW YORK MELLON CORPORATIONFORM 10-K INDEXPART IItem 1.Item 1A.Item 1B.Item 2.Item 3.Item 4.Business .Risk factors .Unresolved staff comments.Properties .Legal proceedings .Mine safety disclosures .566677Market for registrant’s common equity, related stockholder matters and issuer purchases ofequity securities .[Reserved] .Management’s discussion and analysis of financial condition and results of operations .Quantitative and qualitative disclosures about market risk .Financial statements and supplementary data .Changes in and disagreements with accountants on accounting and financial disclosure .Controls and procedures .Other information.Disclosure regarding foreign jurisdictions that prevent inspections .888888899Directors, executive officers and corporate governance .Executive compensation .Security ownership of certain beneficial owners and management and related stockholder mattersCertain relationships and related transactions, and director independence .Principal accountant fees and services.1012121212Item 15.Exhibit and financial statement schedules .Item 16.Form 10-K summary .Index to exhibits .Signatures .13131422PART IIItem 5.Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Item 9C.PART IIIItem 10.Item 11.Item 12.Item 13.Item 14.PART IV
PART IServices and Clearance and CollateralManagement, as well as the bank-advisedbusiness of Investment Management; andITEM 1. BUSINESSDescription of BusinessThe Bank of New York Mellon Corporation, aDelaware corporation (NYSE symbol: BK), is aglobal company headquartered in New York, NewYork, with 46.7 trillion in assets under custody and/or administration and 2.4 trillion in assets undermanagement as of Dec. 31, 2021. With itssubsidiaries, BNY Mellon has been in business since1784.We previously divided our businesses into twobusiness segments, Investment Services andInvestment and Wealth Management. In the fourthquarter of 2021, we disaggregated our InvestmentServices business segment into two new businesssegments, Securities Services and Market and WealthServices. Our Investment and Wealth Managementbusiness segment was not impacted by thisresegmentation. We also have an Other segment,which includes the leasing portfolio, corporatetreasury activities (including our securities portfolio),derivatives and other trading activity, corporate andbank-owned life insurance, renewable energy andother corporate investments and certain businessexits.For a further discussion of BNY Mellon’s lines ofbusiness, products and services, see the “Overview,”“Summary of financial highlights,” “Fee and otherrevenue,” “Review of business segments” and“International operations” sections in the MD&Asection in the Annual Report and Notes 24 and 25 ofthe Notes to Consolidated Financial Statements in theAnnual Report, of which portions are incorporatedherein by reference. See the “Available Information”section on page 1 of this Form 10-K, which isincorporated herein by reference, for a description ofhow to access financial and other informationregarding BNY Mellon.Our two principal U.S. banking subsidiaries engage intrust and custody activities, investment managementservices, banking services and various securitiesrelated activities. Our two principal U.S. bankingsubsidiaries are: The Bank of New York Mellon, a New Yorkstate-chartered bank, which houses our SecuritiesServices businesses, including Asset Servicingand Issuer Services and certain Market andWealth Services businesses, including Treasury BNY Mellon, National Association (“BNYMellon, N.A.”), a national bank, which housesour Wealth Management business and certainactivities of our Pershing businesses.We have four other U.S. bank and/or trust companysubsidiaries concentrating on trust products andservices across the United States: The Bank of NewYork Mellon Trust Company, National Association,BNY Mellon Trust of Delaware, BNY MellonInvestment Servicing Trust Company and BNYMellon Trust Company of Illinois. Most of ourInvestment Management business and Pershingbusinesses are direct or indirect non-bank subsidiariesof BNY Mellon.Each of our bank and trust company subsidiaries issubject to regulation by the applicable bankregulatory authority. The deposits of our U.S.banking subsidiaries are insured by the FederalDeposit Insurance Corporation to the extent providedby law.BNY Mellon’s banking subsidiaries outside theUnited States are subject to regulation by non-U.S.regulatory authorities in addition to the Board ofGovernors of the Federal Reserve System (the“Federal Reserve”). The Bank of New York MellonSA/NV (“BNY Mellon SA/NV”) is the main bankingsubsidiary of The Bank of New York Mellon incontinental Europe. It is authorized and regulated asa credit institution by the European Central Bank andthe National Bank of Belgium under the SingleSupervisory Mechanism and is also supervised by theBelgian Financial Services and Markets Authority forconduct of business rules. BNY Mellon SA/NV hasits principal office in Brussels and branches inAmsterdam, the Netherlands; Copenhagen, Denmark;Dublin, Ireland; Frankfurt, Germany; the City ofLuxembourg, Luxembourg; Madrid, Spain; Milan,Italy; and Paris, France. BNY Mellon SA/NV’sactivities are in the Securities Services and Marketand Wealth Services segments of BNY Mellon with afocus on global custody, asset servicing and collateralmanagement. For additional discussion, see the“MD&A – Supervision and Regulation” section in theAnnual Report.BNY Mellon 5
Primary SubsidiariesExhibit 21.1 to this Form 10-K presents a list of BNYMellon’s primary subsidiaries as of Dec. 31, 2021.Human Capital ManagementInformation on the BNY Mellon’s human capitalmanagement can be found in the “MD&A – Humancapital” section in the Annual Report, which isincorporated herein by reference.Supervision and RegulationInformation on the supervision and regulation ofBNY Mellon can be found in the “MD&A –Supervision and Regulation” section in the AnnualReport, which is incorporated herein by reference.CompetitionBNY Mellon is subject to competition in all aspectsand areas of our business. Our Securities Servicesand Market and Wealth Services businesses competewith domestic and international financial servicesfirms that offer custody services, corporate trustservices, clearing services, collateral managementservices, credit services, securities brokerage, foreignexchange services, derivatives, depositary receiptservices and integrated cash management solutionsand related products, as well as a wide range oftechnology service providers, such as financialservices data processing firms. Our Investment andWealth Management business competes withdomestic and international investment managementand wealth management firms, hedge funds,investment banking companies and other financialservices companies, including trust banks, brokeragefirms and insurance companies, as well as a widerange of technology service providers.Competition in the financial services industrycontinues to be intense. Competition is based on anumber of factors including, among others, customerservice and convenience, transaction execution,capital or access to capital, quality and range ofproducts and services offered, performance,technological innovation and expertise, price,reputation and lending limits. Competition alsovaries based on the types of clients, customers,industries and geographies served. Our ability tocontinue to compete effectively also depends in largepart on our ability to attract new employees and retain6 BNY Mellonand motivate our existing employees, while managingcompensation and other costs. Our competitiveposition may be affected by institutions that are notsimilarly subject to extensive regulation, and asfurther technological advances enable morecompanies to provide financial services.For additional discussion regarding competition, see“MD&A – Risk Factors – Strategic Risk – We aresubject to competition in all aspects of our business,which could negatively affect our ability to maintainor increase our profitability” and “MD&A – RiskFactors – Operational Risk – Our business may beadversely affected if we are unable to attract, retainand motivate employees” in the Annual Report,which are incorporated herein by reference.ITEM 1A. RISK FACTORSThe information required by this Item is set forth inthe Annual Report under “MD&A – Risk Factors,”which portion is incorporated herein by reference.ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESOur corporate headquarters, located at 240 GreenwichStreet in New York City, is a 23-story building ofapproximately 1.2 million square feet that we own.We have additional offices and commercial space inthe U.S. and elsewhere in the Americas, primarilyBrazil and Canada, which together consist ofapproximately 5.8 million square feet of leased andowned space.In Europe, the Middle East and Africa (our “EMEA”region), we have offices that total approximately 1.3million square feet of leased and owned space and wehave 1.5 million square feet of leased space in ourAsia-Pacific (“APAC”) region.Our global facilities are used across our businesssegments for corporate purposes. In the precedingparagraphs, square footage figures do not includeexcess space that has been subleased to third parties.We regularly evaluate our space capacity in relationto current and projected needs. We have incurred andmay in the future incur costs if we reduce our spacecapacity or commit to, or occupy, new properties in
locations in which we operate and dispose of existingspace. These costs may be material to our operatingresults in a given period.ITEM 3. LEGAL PROCEEDINGSThe information required by this Item is set forth inthe “Legal proceedings” section in Note 22 of theNotes to Consolidated Financial Statements in theAnnual Report, which portion is incorporated hereinby reference.ITEM 4. MINE SAFETY DISCLOSURESNot applicable.BNY Mellon 7
PART IIITEM 5. MARKET FOR REGISTRANT’SCOMMON EQUITY, RELATEDSTOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIESOur common stock is listed on the New York StockExchange under the ticker symbol BK. As of Jan. 31,2022, there were 23,066 holders of record of ourcommon stock.Additional information about our common stock,including additional information about sharerepurchases and existing Board of Directorsauthorizations with respect to purchases by us of ourcommon stock and other equity securities is providedin the “Capital – Issuer purchases of equitysecurities” section in the MD&A in the AnnualReport and Note 15 of the Notes to ConsolidatedFinancial Statements in the Annual Report, whichportions are incorporated herein by reference. Sharerepurchases may be executed through open marketrepurchases, in privately negotiated transactions or byother means, including through repurchase plansdesigned to comply with Rule 10b5-1 and otherderivative, accelerated share repurchase and otherstructured transactions.ITEM 6. [RESERVED]ITEM 7. MANAGEMENT’S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONSThe information required by this Item is set forth inthe MD&A and Notes 3, 6, 12, 14, 19, 22 and 23 ofthe Notes to Consolidated Financial Statements in theAnnual Report, which portions are incorporatedherein by reference.ITEM 7A. QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISKThe information required by this Item is set forth inthe “Trading activities and risk management,” “Asset/liability management” and “Risk Management”sections in the MD&A in the Annual Report and“Derivative financial instruments” under Note 1 andNotes 20 and 23 of the Notes to ConsolidatedFinancial Statements in the Annual Report, whichportions are incorporated herein by reference.8 BNY MellonITEM 8. FINANCIAL STATEMENTS ANDSUPPLEMENTARY DATAReference is made to Item 15 on page 13 hereof for adetailed listing of the items under Exhibits andFinancial Statements, which are incorporated hereinby reference.ITEM 9. CHANGES IN AND DISAGREEMENTSWITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURENot applicable.ITEM 9A. CONTROLS AND PROCEDURESDisclosure Controls and ProceduresOur management, including the Chief ExecutiveOfficer and Chief Financial Officer, withparticipation by the members of the DisclosureCommittee, has responsibility for ensuring that thereis an adequate and effective process for establishing,maintaining, and evaluating disclosure controls andprocedures that are designed to ensure thatinformation required to be disclos
The contents of BNY Mellon's website or any other websites referenced herein or in the 2021 Annual Report are not part of or incorporated by reference into this Form 10-K. Forward-looking Statements In this Form 10-K, and other public disclosures of BNY Mellon, words, such as "estimate," "forecast,"
