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Bank of New York Mellon Corp (BNY) FY 2024 MD&A

Verbatim Item 7 Management's Discussion and Analysis from Bank of New York Mellon Corp's 10-K for fiscal year 2024. Filing date: 2025-02-27. Report date: 2024-12-31. Accession: 0001390777-25-000046.

This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.

Extracted from a substantive MD&A body after the formal Item 7 span was a TOC or reference stub. Source document followed from filing index: bk-20241231_d2.htm. Confidence: high.

Company profile: BNY · All MD&A years: index · Previous year: FY 2023 · Next year: FY 2025

Overview

BNY is a global financial services company that helps make money work for the world – managing it, moving it and keeping it safe. For more than 240 years BNY has partnered alongside clients, putting its expertise and platforms to work to help them achieve their ambitions. Today BNY helps over 90% of Fortune 100 companies and nearly all the top 100 banks globally to access the money they need. BNY supports governments in funding local projects and works with over 90% of the top 100 pension plans to safeguard investments for millions of individuals, and so much more. As of Dec. 31, 2024, BNY oversees $52.1 trillion in assets under custody and/or administration and $2.0 trillion in assets under management.

BNY is the corporate brand of The Bank of New York Mellon Corporation (NYSE: BK). Headquartered in New York City, BNY employs over 50,000 people globally and has been named among Fortune’s World’s Most Admired Companies and

Fast Company’s Best Workplaces for Innovators. Additional information is available on www.bny.com. Follow on LinkedIn or visit the BNY Newsroom for the latest company news.

BNY has three business segments, Securities Services, Market and Wealth Services and Investment and Wealth Management, which offer a comprehensive set of capabilities and deep expertise across the investment life cycle, 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 three business segments and lines of business, with the remaining operations in the Other segment.

The Bank of New York Mellon Corporation
Securities ServicesMarket and Wealth ServicesInvestment and Wealth Management
Asset ServicingPershingInvestment Management
Issuer ServicesTreasury ServicesWealth Management
Clearance and Collateral Management

For additional information on our business segments, see “Review of business segments” and Note 24 of the Notes to Consolidated Financial Statements.

Summary of financial highlights

We reported net income applicable to common shareholders of $4.3 billion, or $5.80 per diluted common share, in 2024, including the negative impact of notable items. Notable items in 2024 include severance expense, litigation reserves and the net impact of adjustments for the Federal Deposit Insurance Corporation (“FDIC”) special assessment. Excluding notable items, net income applicable to common shareholders was $4.5 billion (Non-GAAP), or $6.03 (Non-GAAP) per diluted common share, in 2024. In 2023, net income applicable to common shareholders was $3.1 billion, or $3.89 per diluted

BNY 3

Results of Operations (continued)

common share, including the negative impact of notable items. Notable items in 2023 include the initial estimate for the FDIC special assessment, severance expense, the reduction in the fair value of a contingent consideration receivable, litigation reserves and net losses on disposals. Excluding notable items, net income applicable to common shareholders was $4.0 billion (Non-GAAP), or $5.07 (Non-GAAP) per diluted common share, in 2023.

The highlights below are based on 2024 compared with 2023, unless otherwise noted.

•Total revenue increased 5%, primarily reflecting:

•Fee revenue increased 6%, primarily reflecting higher market values, net new business, higher client activity and foreign exchange revenue, partially offset by the mix of AUM flows. (See “Fee and other revenue” beginning on page 5.)

•Investment and other revenue increased primarily reflecting the reduction in the fair value of a contingent consideration receivable in 2023 and higher client activity in our fixed income and equity trading business. (See “Fee and other revenue” beginning on page 5.)

•Net interest income decreased 1%, primarily reflecting changes in deposit mix, partially offset by higher investment securities portfolio yields and balance sheet growth. (See “Net interest income” beginning on page 8.)

•The provision for credit losses was $70 million, primarily driven by reserve increases related to commercial real estate exposure and changes in the macroeconomic forecast. (See “Consolidated balance sheet review – Allowance for credit losses” beginning on page 33.)

•Noninterest expense decreased 4%, primarily reflecting the net impact of adjustments for the FDIC special assessment and efficiency savings, partially offset by higher investments, employee merit increases and revenue-related expenses. Excluding notable items, noninterest expense increased 1% (Non-GAAP). (See “Noninterest expense” on page 11.)

•Effective tax rate of 22.3% in 2024. (See “Income taxes” on page 11.)

•Return on common equity (“ROE”) was 11.9% for 2024. Excluding notable items, the adjusted ROE was 12.4% (Non-GAAP) for 2024.

•Return on tangible common equity (“ROTCE”) was 22.8% (Non-GAAP) for 2024. Excluding notable items, the adjusted ROTCE was 23.8% (Non-GAAP) for 2024.

See “Supplemental Information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 115 for reconciliations of the Non-GAAP measures.

Metrics

•AUC/A totaled $52.1 trillion at Dec. 31, 2024 compared with $47.8 trillion at Dec. 31, 2023. The 9% increase primarily reflects higher market values, client inflows and net new business, partially offset by the unfavorable impact of a stronger U.S. dollar. (See “Fee and other revenue” beginning on page 5.)

•AUM totaled $2.03 trillion at Dec. 31, 2024 compared with $1.97 trillion at Dec. 31, 2023. The 3% increase primarily reflects higher market values, partially offset by the unfavorable impact of a stronger U.S. dollar. (See “Review of business segments – Investment and Wealth Management business segment” beginning on page 17.)

Capital and liquidity

•Our CET1 ratio calculated under the Standardized Approach was 11.2% at Dec. 31, 2024 and 11.5% at Dec. 31, 2023 under the Advanced Approaches. The decrease was primarily driven by capital returned through common stock repurchases and dividends and higher risk-weighted assets (“RWAs”), partially offset by capital generated through earnings. (See “Capital” beginning on page 39.)

•Our Tier 1 leverage ratio was 5.7% at Dec. 31, 2024, compared with 6.0% at Dec. 31, 2023. The decrease was driven by higher average assets, partially offset by an increase in capital. (See “Capital” beginning on page 39.)

4 BNY

Results of Operations (continued)

Fee and other revenue

Fee and other revenue2024 vs.2023 vs.
(dollars in millions, unless otherwise noted)20242023202220232022
Investment services fees$9,419$8,843$8,5297%4%
Investment management and performance fees (a)3,1393,0583,2993(7)
Foreign exchange revenue6886318229(23)
Financing-related fees2161921751310
Distribution and servicing fees158148130714
Total fee revenue13,62012,87212,9556(1)
Investment and other revenue (b)68748070N/MN/M
Total fee and other revenue (b)$14,307$13,352$13,0257%3%
Fee revenue as a percentage of total revenue73%73%78%
AUC/A at period end (in trillions) (c)$52.1$47.8$44.39%8%
AUM at period end (in billions) (d)$2,029$1,974$1,8363%8%

(a)    Excludes seed capital gains (losses) related to consolidated investment management funds.

(b)    Results for the years ended Dec. 31, 2023 and Dec. 31, 2022 were restated to reflect the retrospective application of adopting new accounting guidance in 2024 related to our investments in renewable energy projects using the proportional amortization method (ASU 2023-02). See Note 2 of the Notes to Consolidated Financial Statements for additional information.

(c)    Consists of AUC/A primarily from the Asset Servicing line of business and, to a lesser extent, the Clearance and Collateral Management, Issuer Services, Pershing and Wealth Management lines of business. Includes the AUC/A of CIBC Mellon of $1.8 trillion at Dec. 31, 2024, $1.7 trillion at Dec. 31, 2023 and $1.5 trillion at Dec. 31, 2022.

(d)    Represents assets managed in the Investment and Wealth Management business segment.

N/M – Not meaningful.

Fee revenue increased 6% compared with 2023, primarily reflecting higher investment services fees, investment management and performance fees and foreign exchange revenue.

Investment and other revenue increased $207 million in 2024 compared with 2023, primarily reflecting the reduction in the fair value of a contingent consideration receivable in 2023 and higher client activity in our fixed income and equity trading business.

Investment services fees

Investment services fees increased 7% compared with 2023, primarily reflecting higher market values, net new business and higher client activity.

AUC/A totaled $52.1 trillion at Dec. 31, 2024, an increase of 9% compared with Dec. 31, 2023, primarily reflecting higher market values, client inflows and net new business, partially offset by the unfavorable impact of a stronger U.S. dollar. AUC/A consisted of 37% equity securities and 63% fixed-income securities at Dec. 31, 2024 and 35% equity securities and 65% fixed-income securities at Dec. 31, 2023.

See “Securities Services business segment” and “Market and Wealth Services business segment” in “Review of business segments” for additional details.

Investment management and performance fees

Investment management and performance fees increased 3% compared with 2023, primarily reflecting higher market values, partially offset by the mix of AUM flows and lower performance fees. Performance fees were $51 million in 2024 and $81 million in 2023. On a constant currency basis (Non-GAAP), investment management and performance fees increased 2% compared with 2023. See “Supplemental Information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 115 for the reconciliation of Non-GAAP measures.

AUM was $2.0 trillion at Dec. 31, 2024, an increase of 3% compared with Dec. 31, 2023, primarily reflecting higher market values, partially offset by the unfavorable impact of a stronger U.S. dollar.

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

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Results of Operations (continued)

Foreign exchange revenue

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, the impact of foreign currency hedging activities and foreign currency remeasurement gain (loss). In 2024, foreign exchange revenue increased 9% compared with 2023, primarily reflecting higher volumes. Foreign exchange revenue is primarily reported in the Securities Services business segment and, to a lesser extent, the Market and Wealth Services and Investment and Wealth Management business segments and the Other segment.

Financing-related fees

Financing-related fees, which are primarily reported in the Market and Wealth Services and Securities Services business segments, include capital market fees, loan commitment fees and credit-related fees. Financing-related fees increased 13% in 2024 compared with 2023, primarily reflecting higher underwriting fees.

Distribution and servicing fees

Distribution and servicing fees earned from mutual funds are primarily based on average assets in the funds and the sales of funds that we manage or administer, and are primarily reported in the Investment Management line of business. These fees, which include 12b-1 fees, fluctuate with the overall level of net sales, the relative mix of sales between share classes, the funds’ market values and money market fee waivers.

Distribution and servicing fees were $158 million in 2024 compared with $148 million in 2023, driven by

higher money market balances. The impact of distribution and servicing fees on income in any one period is partially offset by distribution and servicing expense paid to other financial intermediaries to cover their costs for distribution and servicing of mutual funds. Distribution and servicing expense is recorded as noninterest expense on the income statement.

Investment and other revenue

Investment and other revenue includes income or loss from consolidated investment management funds, seed capital gains or losses, other trading revenue or loss, renewable energy investments gains or losses, income from corporate and bank-owned life insurance contracts, other investment gains or losses, gains or losses from disposals, expense reimbursements from our CIBC Mellon joint venture, other income or loss and net securities gains or losses. The income or loss from consolidated investment management funds should be considered together with the net income or loss attributable to noncontrolling interests, which reflects the portion of the consolidated funds for which we do not have an economic interest and is reflected below net income as a separate line item on the consolidated income statement. Other trading revenue or loss primarily includes the impact of market-risk hedging activity related to our seed capital investments in investment management funds, non-foreign currency derivative and fixed income trading, and other hedging activity. Other investment gains or losses includes fair value changes of non-readily marketable strategic equity, private equity and other investments. Expense reimbursements from our CIBC Mellon joint venture relate to expenses incurred by BNY on behalf of the CIBC Mellon joint venture. Other income includes various miscellaneous revenues.

6 BNY

Results of Operations (continued)

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

Investment and other revenue
(dollars in millions)202420232022
Income (loss) from consolidated investment management funds$46$30$(42)
Seed capital gains (losses) (a)2029(37)
Other trading revenue314231149
Renewable energy investment gains (losses) (b)2528(12)
Corporate/bank-owned life insurance137118128
Other investment gains (c)6747159
Disposal (losses) gains(6)26
Expense reimbursements from joint venture118117108
Other income (loss)45(46)34
Net securities (losses)(85)(68)(443)(d)
Total investment and other revenue (b)$687$480$70

(a)    Includes gains (losses) on investments in BNY funds which hedge deferred incentive awards.

(b)    Results for the years ended Dec. 31, 2023 and Dec. 31, 2022 were restated to reflect the retrospective application of adopting new accounting guidance in 2024 related to our investments in renewable energy projects using the proportional amortization method (ASU 2023-02). See Note 2 of the Notes to Consolidated Financial Statements for additional information.

(c)    Includes strategic equity, private equity and other investments.

(d)    Includes a net loss of $449 million related to the repositioning of the securities portfolio.

Investment and other revenue was $687 million in 2024 compared with $480 million in 2023. The increase primarily reflects the reduction in the fair value of a contingent consideration receivable in 2023 and higher client activity in our fixed income and equity trading business.

BNY 7

Results of Operations (continued)

Net interest income

Net interest income2024 vs.2023 vs.
(dollars in millions)20242023202220232022
Net interest income$4,312$4,345$3,504(1)%24%
Add: Tax equivalent adjustment2211N/MN/M
Net interest income on a fully taxable equivalent (“FTE”) basis – Non-GAAP (a)$4,314$4,347$3,515(1)%24%
Average interest-earning assets$353,744$348,160$362,1802%(4)%
Net interest margin1.22%1.25%0.97%(3)bps28bps
Net interest margin (FTE) – Non-GAAP (a)1.22%1.25%0.97%(3)bps28bps

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

N/M – Not meaningful.

bps – basis points.

Net interest income decreased 1% compared with 2023, primarily reflecting changes in deposit mix, partially offset by higher investment securities portfolio yields and balance sheet growth.

Net interest margin decreased 3 basis points compared with 2023. The decrease primarily reflects the factors mentioned above.

Average interest-earning assets increased 2% compared with 2023. The increase primarily reflects higher federal funds sold and securities purchased under resale agreements, loan balances and securities, partially offset by lower interest-bearing deposits with the Federal Reserve and other central banks and interest-bearing deposits with banks.

Average non-U.S. dollar deposits comprised approximately 25% of our average total deposits in 2024 and 2023. Approximately 50% of the average non-U.S. dollar deposits in 2024 and 45% in 2023 were euro-denominated.

Net interest income in 2025 will largely depend on the level and mix of client deposits and investment securities portfolio reinvestment yields. Based on market implied forward interest rates as of Dec. 31, 2024, we expect net interest income for 2025 to increase when compared with 2024.

8 BNY

Results of Operations (continued)

Average balances and interest rates20242023
(dollars in millions)Average balanceInterestAverage rateAverage balanceInterestAverage rate
Assets
Interest-earning assets:
Interest-bearing deposits with the Federal Reserve and other central banks:
Domestic offices$59,432$3,1485.30%$59,492$3,0855.19%
Foreign offices40,5541,4673.6244,4121,4563.28
Total interest-bearing deposits with the Federal Reserve and other central banks99,9864,6154.62103,9044,5414.37
Interest-bearing deposits with banks10,9914343.9413,6205233.84
Federal funds sold and securities purchased under resale agreements (a)31,30610,91534.8626,0777,14127.38
Loans:
Domestic offices63,1084,1076.5159,4873,6636.16
Foreign offices5,0332875.704,6092535.49
Total loans (b)68,1414,3946.4564,0963,9166.11
Securities:
U.S. government obligations27,8261,0223.6733,4341,0213.05
U.S. government agency obligations62,8552,0583.2760,5861,6952.80
Other securities:
Domestic offices17,5609515.4217,1688034.68
Foreign offices29,6209113.0723,5056952.96
Total other securities47,1801,8623.9540,6731,4983.68
Total investment securities137,8614,9423.58134,6934,2143.13
Trading securities (primarily domestic) (c)5,4593095.665,7703155.46
Total securities (c)143,3205,2513.66140,4634,5293.22
Total interest-earning assets (c)$353,744$25,6097.24%$348,160$20,6505.93%
Noninterest-earning assets59,59058,582
Total assets$413,334$406,742
Liabilities and equity
Interest-bearing liabilities:
Interest-bearing deposits:
Domestic offices$141,279$5,7914.10%$123,513$4,7033.81%
Foreign offices92,9262,8563.0788,8292,4212.73
Total interest-bearing deposits234,2058,6473.69212,3427,1243.35
Federal funds purchased and securities sold under repurchase agreements (a)17,0079,97458.6420,5406,69932.62
Trading liabilities1,768884.983,3961564.60
Other borrowed funds:
Domestic offices136139.32676446.49
Foreign offices30351.7742630.74
Total other borrowed funds439184.101,102474.27
Commercial paper1,197625.1854.81
Payables to customers and broker-dealers12,7266405.0314,4495663.91
Long-term debt31,8161,8665.8731,0211,7115.51
Total interest-bearing liabilities$299,158$21,2957.12%$282,855$16,3035.76%
Total noninterest-bearing deposits49,52159,227
Other noninterest-bearing liabilities23,69424,011
Total liabilities372,373366,093
Total The Bank of New York Mellon Corporation shareholders’ equity40,75640,588
Noncontrolling interests20561
Total liabilities and equity$413,334$406,742
Net interest income (FTE) – Non-GAAP (c)(d)$4,314$4,347
Net interest margin (FTE) – Non-GAAP (c)(d)1.22%1.25%
Less: Tax equivalent adjustment22
Net interest income – GAAP$4,312$4,345
Net interest margin – GAAP1.22%1.25%
Percentage of assets attributable to foreign offices23%24%
Percentage of liabilities attributable to foreign offices28%27%

(a)    Includes the average impact of offsetting under enforceable netting agreements of approximately $176 billion in 2024 and $111 billion in 2023. 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 5.28% for 2024 and 5.22% for 2023, and the rate on federal funds purchased and securities sold under repurchase agreements would have been 5.18% for 2024 and 5.10% for 2023. 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)    Interest income includes fees of $3 million in 2024 and $1 million in 2023. Nonaccrual loans are included in average loans; the associated income, which was recognized on a cash basis, is included in interest income.

(c)    Average rates were calculated on an FTE basis, at tax rates of approximately 21% for both 2024 and 2023.

(d)    See “Net interest income” on page 8 for the reconciliation of this Non-GAAP measure.

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Results of Operations (continued)

Average balances and interest rates2022
(dollars in millions)Average balanceInterestAverage rate
Assets
Interest-earning assets:
Interest-bearing deposits with the Federal Reserve and other central banks:
Domestic offices$46,270$8101.75%
Foreign offices51,1722090.41
Total interest-bearing deposits with the Federal Reserve and other central banks97,4421,0191.05
Interest-bearing deposits with banks16,8262211.31
Federal funds sold and securities purchased under resale agreements (a)24,9531,2004.81
Loans:
Domestic offices62,6401,8783.00
Foreign offices5,1851212.33
Total loans (b)67,8251,9992.95
Securities:
U.S. government obligations40,5836071.49
U.S. government agency obligations64,0411,1571.81
Other securities:
Domestic offices (c)18,9796293.31
Foreign offices26,2831540.59
Total other securities (c)45,2627831.73
Total investment securities (c)149,8862,5471.70
Trading securities (primarily domestic) (c)5,2481432.73
Total securities (c)155,1342,6901.73
Total interest-earning assets (c)$362,180$7,1291.97%
Noninterest-earning assets64,507
Total assets$426,687
Liabilities and equity
Interest-bearing liabilities:
Interest-bearing deposits:
Domestic offices$111,491$9800.88%
Foreign offices101,9166070.60
Total interest-bearing deposits213,4071,5870.74
Federal funds purchased and securities sold under repurchase agreements (a)12,9409347.21
Trading liabilities3,432681.98
Other borrowed funds:
Domestic offices18174.12
Foreign offices32420.51
Total other borrowed funds50591.80
Commercial paper52.06
Payables to customers and broker-dealers17,1111560.91
Long-term debt27,4488603.13
Total interest-bearing liabilities$274,848$3,6141.31%
Total noninterest-bearing deposits85,652
Other noninterest-bearing liabilities25,172
Total liabilities385,672
Total The Bank of New York Mellon Corporation shareholders’ equity40,905
Noncontrolling interests110
Total liabilities and equity$426,687
Net interest income (FTE) – Non-GAAP (c)(d)$3,515
Net interest margin (FTE) – Non-GAAP (c)(d)0.97%
Less: Tax equivalent adjustment11
Net interest income – GAAP$3,504
Net interest margin – GAAP0.97%
Percentage of assets attributable to foreign offices26%
Percentage of liabilities attributable to foreign offices30%

(a)    Includes the average impact of offsetting under enforceable netting agreements of approximately $43 billion in 2022. 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 1.77%, and the rate on federal funds purchased and securities sold under repurchase agreements would have been 1.67% for 2022. 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)    Interest income includes fees of $2 million in 2022. Nonaccrual loans are included in average loans; the associated income, which was recognized on a cash basis, is included in interest income.

(c)    Average rates were calculated on an FTE basis, at tax rates of approximately 21% in 2022.

(d)    See “Net interest income” on page 8 for the reconciliation of this Non-GAAP measure.

10 BNY

Results of Operations (continued)

Noninterest expense

Noninterest expense2024 vs.2023 vs.
(dollars in millions)20242023202220232022
Staff$7,130$7,095$6,800%4%
Software and equipment1,9621,8171,657810
Professional, legal and other purchased services1,5031,5271,527(2)
Net occupancy537542514(1)5
Sub-custodian and clearing4984754855(2)
Distribution and servicing36135334323
Business development188183152320
Bank assessment charges36788126N/MN/M
Goodwill impairment680N/MN/M
Amortization of intangible assets505767(12)(15)
Other436458659(5)(31)
Total noninterest expense$12,701$13,295$13,010(4)%2%
Full-time employees at year-end (a)51,80053,40051,700(3)%3%

(a)    Beginning in 2024, the number of full-time employees excludes interns.

N/M – Not meaningful.

Total noninterest expense decreased 4% compared with 2023, primarily reflecting the net impact of adjustments for the FDIC special assessment and efficiency savings, partially offset by higher investments, employee merit increases and revenue-related expenses. Excluding notable items, noninterest expense increased 1% (Non-GAAP). See “Supervision and Regulation – FDIC Deposit Insurance” beginning on page 67 for information on the FDIC special assessment. See “Supplemental Information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 115 for the reconciliation of the Non-GAAP measure.

We expect total noninterest expense for 2025 to increase slightly compared with 2024, primarily reflecting incremental investments and higher revenue-related expenses, partially offset by the benefit of efficiency savings.

Income taxes

BNY recorded an income tax provision of $1.3 billion (22.3% effective tax rate) in 2024. The income tax provision was $979 million (22.9% effective tax rate) in 2023.

On Jan. 1, 2024, we adopted ASU 2023-02,

Investments—Equity Method and Joint Ventures

(Topic 323): Accounting for Investments in Tax

Credit Structures Using the Proportional Amortization Method, on a retrospective basis. See Note 2 of the Notes to Consolidated Financial

Statements for additional information on the new accounting guidance.

For additional information on income taxes, see Note 12 of the Notes to Consolidated Financial Statements.

Review of business segments

We have an internal information system that produces performance data along product and service lines for our three principal business segments: Securities Services, Market and Wealth Services and Investment and Wealth Management, and the Other segment.

Business segment accounting principles

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

Our business segments are consistent with the structure used by the President and Chief Executive Officer, our Chief Operating Decision Maker (“CODM”), to make key operating decisions and assess performance. Our CODM evaluates the business segments’ operating performance primarily based on fee and other revenue, total revenue, income before income taxes, and pre-tax operating margin. The significant expense information regularly

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Results of Operations (continued)

provided to and reviewed by the CODM is total noninterest expense. The CODM considers this information when evaluating the performance of each business segment and making decisions about allocating capital and other resources to each business segment.

For information on the accounting principles of our business segments, the primary products and services in each line of business, the primary types of revenue by line of business and how our business segments are presented and analyzed, see Note 24 of the Notes to Consolidated Financial Statements.

Business segment results are subject to reclassification when organizational changes are made, or for refinements in revenue and expense allocation methodologies. Refinements are typically reflected on a prospective basis. In 2024, we made certain realignments of similar products and services within our lines of business consistent with the firm’s ongoing transition to a platforms operating model uniting related capabilities and enabling streamlining of internal processes to drive growth, efficiency, resiliency, and enhanced risk management. The largest change was the movement of Institutional Solutions from Pershing to Clearance and Collateral Management, both in the Market and Wealth Services business segment. We made other smaller changes that moved activity from Asset Servicing in the Securities Services business segment to Treasury Services in the Market and Wealth Services business segment, and from Wealth Management in the Investment and Wealth Management business segment and Pershing in the Market and Wealth Services business segment to Investment Management in the Investment and Wealth Management business segment. The Other segment was not impacted by the changes. Business segment results for 2023 and 2022 have been revised to reflect these changes.

The results of our business segments 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. The timing of our annual employee merit increases also impacts

staff expense. In 2024, the merit increase was effective in March and in 2023, the merit increase was effective in April, thus partially impacting the full-year staff expense variances. In the third quarter, volume-related fees may decline due to reduced client activity. In the fourth quarter, we typically incur higher business development and marketing expenses. In our Investment and Wealth Management business segment, 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 business segments 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 Securities Services and Market and Wealth Services business segments, we typically have more foreign currency-denominated expenses than revenues. However, our Investment and Wealth Management business segment typically has more foreign currency-denominated revenues than expenses. Overall, currency fluctuations impact the year-over-year growth rate in the Investment and Wealth Management business segment more than the Securities Services and Market and Wealth Services business segments. However, currency fluctuations, in isolation, are not expected to significantly impact net income on a consolidated basis.

Fee revenue in the Investment and Wealth Management business segment, and to a lesser extent, the Securities Services and Market and Wealth Services business segments, is impacted by global market fluctuations. At Dec. 31, 2024, we estimated 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 $0.05 to $0.08.

See Note 24 of the Notes to Consolidated Financial Statements for the consolidating schedules which show the contribution of our business segments to our overall profitability.

12 BNY

Results of Operations (continued)

Securities Services business segment

2024 vs.2023 vs.
(dollars in millions, unless otherwise noted)20242023202220232022
Revenue:
Investment services fees:
Asset Servicing$4,094$3,872$3,8886%%
Issuer Services1,1631,1211,009411
Total investment services fees5,2574,9934,89752
Foreign exchange revenue55248858413(16)
Other fees (a)23421520296
Total fee revenue6,0435,6965,6836
Investment and other revenue405333291N/MN/M
Total fee and other revenue6,4486,0295,97471
Net interest income2,4682,5692,028(4)27
Total revenue8,9168,5988,00247
Provision for credit losses38998N/MN/M
Noninterest expense (excluding amortization of intangible assets)6,2866,3276,248(1)1
Amortization of intangible assets283133(10)(6)
Total noninterest expense6,3146,3586,281(1)1
Income before income taxes$2,564$2,141$1,71320%25%
Pre-tax operating margin29%25%21%
Securities lending revenue (b)$191$189$1821%4%
Total revenue by line of business:
Asset Servicing$6,872$6,612$6,2934%5%
Issuer Services2,0441,9861,709316
Total revenue by line of business$8,916$8,598$8,0024%7%
Selected average balances:
Average loans$11,235$11,207$11,245%%
Average deposits$178,643$168,411$183,9906%(8)%
Selected metrics:
AUC/A at period end (in trillions) (c)$37.7$34.2$31.410%9%
Market value of securities on loan at period end (in billions) (d)$488$450$4498%%
Issuer Services:
Total debt serviced at period end (in trillions)$14.1$14.0$12.61%11%
Number of sponsored Depositary Receipts programs at period end499543589(8)%(8)%

(a)    Other fees primarily includes financing-related fees.

(b)    Included in investment services fees reported in the Asset Servicing line of business.

(c)    Consists of AUC/A primarily from the Asset Servicing line of business and, to a lesser extent, the Issuer Services line of business. Includes the AUC/A of CIBC Mellon of $1.8 trillion at Dec. 31, 2024, $1.7 trillion at Dec. 31, 2023 and $1.5 trillion at Dec. 31, 2022.

(d)    Represents the total amount of securities on loan in our agency securities lending program. Excludes securities for which BNY acts as agent on behalf of CIBC Mellon clients, which totaled $60 billion at Dec. 31, 2024, $63 billion at Dec. 31, 2023 and $68 billion at Dec. 31, 2022.

N/M – Not meaningful.

BNY 13

Results of Operations (continued)

Business segment description

The Securities Services business segment consists of two distinct lines of business, Asset Servicing and Issuer Services, which provide business solutions across the transaction lifecycle to our global asset owner and asset manager clients. We are one of the leading global investment services providers with $37.7 trillion of AUC/A at Dec. 31, 2024. For information on the drivers of the Securities Services fee revenue, see Note 10 of the Notes to Consolidated Financial Statements.

The Asset Servicing business provides a comprehensive suite of solutions. We are one of the largest global custody, fund administrator and front-to-back outsourcing partners. We offer services for the safekeeping of assets in capital markets globally as well as fund accounting services, exchange-traded funds servicing, transfer agency, trust and depository, front-to-back capabilities and data and analytics solutions for our clients. We deliver foreign exchange, and securities lending and financing solutions, on both an agency and principal basis. 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 $5.4 trillion in 34 separate markets. Our market-leading liquidity services portal enables cash investments for institutional clients and includes fund research and analytics.

Our Digital Asset Custody platform offers custody and administration services for Bitcoin and Ether for select U.S. institutional clients. Our Digital Assets Funds Services provides accounting and administration, transfer agency and ETF services to digital asset funds. We continue to develop our digital asset capabilities working closely with clients to address their evolving digital asset needs. As of and for the year ended Dec. 31, 2024, our Digital Asset Custody platform and related initiatives had a de minimis impact on our assets, liabilities, revenues and expenses.

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.

Review of financial results

AUC/A of $37.7 trillion increased 10% compared with Dec. 31, 2023, primarily reflecting higher market values, client inflows and net new business, partially offset by the unfavorable impact of a stronger U.S. dollar.

Total revenue of $8.9 billion increased 4% compared with 2023. The drivers of total revenue by line of business are indicated below.

Asset Servicing revenue of $6.9 billion increased 4% compared with 2023, primarily reflecting higher market values, net new business, higher client activity, including in our fixed income and trading business, and higher foreign exchange revenue, partially offset by lower net interest income.

Issuer Services revenue of $2.0 billion increased 3% compared with 2023, primarily reflecting Corporate Trust fees driven by net new business, partially offset by lower Depositary Receipts 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 regulations and reduce their operating costs.

Noninterest expense of $6.3 billion decreased 1% compared with 2023, primarily reflecting efficiency savings, partially offset by higher investments and employee merit increases.

14 BNY

Results of Operations (continued)

Market and Wealth Services business segment

2024 vs.2023 vs.
(dollars in millions, unless otherwise noted)20242023202220232022
Revenue:
Investment services fees:
Pershing$1,947$1,885$1,7933%5%
Treasury Services79271771910
Clearance and Collateral Management1,3851,2121,0861412
Total investment services fees4,1243,8143,59886
Foreign exchange revenue97818820(8)
Other fees (a)2352021631624
Total fee revenue4,4564,0973,84996
Investment and other revenue796340N/MN/M
Total fee and other revenue4,5354,1603,88997
Net interest income1,7291,7101,410121
Total revenue6,2645,8705,299711
Provision for credit losses19417N/MN/M
Noninterest expense (excluding amortization of intangible assets)3,3493,1992,92859
Amortization of intangible assets468(33)(25)
Total noninterest expense3,3533,2052,93659
Income before income taxes$2,892$2,624$2,35610%11%
Pre-tax operating margin46%45%44%
Total revenue by line of business:
Pershing$2,687$2,616$2,3303%12%
Treasury Services1,7371,6371,51468
Clearance and Collateral Management1,8401,6171,4551411
Total revenue by line of business$6,264$5,870$5,2997%11%
Selected average balances:
Average loans$41,533$37,502$41,30011%(9)%
Average deposits$90,185$85,785$91,7495%(7)%
Selected metrics:
AUC/A at period end (in trillions) (b)$14.1$13.3$12.76%5%
Pershing:
AUC/A at period end (in trillions)$2.7$2.5$2.38%9%
Net new assets (U.S. platform) (in billions) (c)$(6)$22$121N/MN/M
Daily average revenue trades (“DARTs”) (U.S. platform) (in thousands)26923425415%(8)%
Average active clearing accounts (in thousands)8,0987,9467,4832%6%
Treasury Services:
Average daily U.S. dollar payment volumes242,997236,696239,6303%(1)%
Clearance and Collateral Management:
Average tri-party collateral management balances (in billions)$5,383$5,658$5,285(5)%7%

(a)    Other fees primarily include financing-related fees.

(b)    Consists of AUC/A from the Clearance and Collateral Management and Pershing businesses.

(c)    Net new assets represent net flows of assets (e.g., net cash deposits and net securities transfers, including dividends and interest) in customer accounts in Pershing LLC, a U.S. broker-dealer.

N/M – Not meaningful.

BNY 15

Results of Operations (continued)

Business segment description

The Market and Wealth Services business segment consists of three distinct lines of business, Pershing, Treasury Services and Clearance and Collateral Management, which provide business services and technology solutions to entities including financial institutions, corporations, foundations and endowments, public funds and government agencies. For information on the drivers of the Market and Wealth Services fee revenue, see Note 10 of the Notes to Consolidated Financial Statements.

Pershing provides execution, clearing, custody, business and technology solutions, delivering operational support to broker-dealers, wealth managers and registered investment advisors (“RIAs”) globally.

Our Treasury Services business is a leading provider of global payments, liquidity management 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. We are the primary provider of U.S. government securities clearance and a provider of non-U.S. government securities clearance. 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 financing, risk and balance sheet challenges. We are a leading provider of tri-party collateral management services with an average of $5.4 trillion serviced

globally including approximately $4.2 trillion of the U.S. tri-party repo market in 2024.

Review of financial results

AUC/A of $14.1 trillion increased 6% compared with Dec. 31, 2023, primarily reflecting net client inflows in the Clearance and Collateral Management business and higher market values.

Total revenue of $6.3 billion increased 7% compared with 2023. The drivers of total revenue by line of business are indicated below.

Pershing revenue of $2.7 billion increased 3% compared with 2023, primarily reflecting higher market values and client activity, partially offset by lost business in the prior year and lower net interest income. Net new assets of $(6) billion in 2024 reflects the deconversion of business lost in the prior year.

Treasury Services revenue of $1.7 billion increased 6% compared with 2023, primarily reflecting net new business, higher client activity and higher net interest income.

Clearance and Collateral Management revenue of $1.8 billion increased 14% compared with 2023, primarily reflecting higher collateral management fees, clearance volumes and net interest income.

Noninterest expense of $3.4 billion increased 5% compared with 2023, primarily reflecting higher investments, employee merit increases and higher revenue-related expenses, partially offset by efficiency savings.

16 BNY

Results of Operations (continued)

Investment and Wealth Management business segment

2024 vs.2023 vs.
(dollars in millions)20242023202220232022
Revenue:
Investment management fees$3,093$2,981$3,2284%(8)%
Performance fees518175N/MN/M
Investment management and performance fees (a)3,1443,0623,3033(7)
Distribution and servicing fees2752411921426
Other fees (b)(256)(214)(133)N/MN/M
Total fee revenue3,1633,0893,3622(8)
Investment and other revenue (c)50(102)(27)N/MN/M
Total fee and other revenue (c)3,2132,9873,3358(10)
Net interest income1761682285(26)
Total revenue3,3893,1553,5637(11)
Provision for credit losses4(4)1N/MN/M
Noninterest expense (excluding goodwill impairment and amortization of intangible assets)2,7622,7562,809(2)
Goodwill impairment680N/MN/M
Amortization of intangible assets182026(10)(23)
Total noninterest expense2,7802,7763,515(21)
Income before income taxes$605$383$4758%(d)715%(d)
Pre-tax operating margin18%12%1%
Adjusted pre-tax operating margin – Non-GAAP (e)20%14%(f)2%(f)
Total revenue by line of business:
Investment Management$2,279$2,097$2,4239%(13)%
Wealth Management1,1101,0581,1405(7)
Total revenue by line of business$3,389$3,155$3,5637%(11)%
Selected average balances:
Average loans$13,610$13,718$14,055(1)%(2)%
Average deposits$10,589$14,280$19,214(26)%(26)%

(a)    On a constant currency basis, investment management and performance fees increased 2% (Non-GAAP) compared with 2023. See “Supplemental Information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 115 for the reconciliation of this Non-GAAP measure.

(b)    Other fees primarily includes investment services fees.

(c)    Investment and other revenue and total fee and other revenue are net of income (loss) attributable to noncontrolling interests related to consolidated investment management funds.

(d)    Excluding notable items, income before income taxes increased 14% (Non-GAAP) in 2024 compared with 2023 and decreased 28% (Non-GAAP) in 2023 compared with 2022. See “Supplemental Information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 115 for the reconciliation of these Non-GAAP measures.

(e)    Net of distribution and servicing expense. See “Supplemental Information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 115 for the reconciliation of these Non-GAAP measures.

(f)    Excluding notable items and net of distribution and servicing expense, the adjusted pre-tax operating margin was 19% (Non-GAAP) in 2023 and 23% (Non-GAAP) in 2022. See “Supplemental Information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 115 for the reconciliation of these Non-GAAP measures.

N/M – Not meaningful.

BNY 17

Results of Operations (continued)

AUM trends
(in billions)202420232022
AUM by product type (a):
Equity$162$145$135
Fixed income221205198
Index491459395
Liability-driven investments548605570
Multi-asset and alternative investments171170153
Cash436390385
Total AUM$2,029$1,974$1,836
Changes in AUM (a):
Beginning balance of AUM$1,974$1,836$2,434
Net inflows (outflows):
Long-term strategies:
Equity(15)(12)(18)
Fixed income18(4)(21)
Liability-driven investments21278
Multi-asset and alternative investments(15)(9)(11)
Total long-term active strategies (outflows) inflows(10)(13)28
Index(42)(12)2
Total long-term strategies (outflows) inflows(52)(25)30
Short-term strategies:
Cash455(12)
Total net (outflows) inflows(7)(20)18
Net market impact69121(471)
Net currency impact(25)37(113)
Other/Divestiture (b)18(32)
Ending balance of AUM$2,029$1,974$1,836
Wealth Management client assets (c)$327$312$269

(a)    Represents assets managed in the Investment and Wealth Management business segment.

(b)    Activity in 2024 reflects the realignment of similar products and services within our lines of business. Activity in 2022 reflects the divestiture of BNY Alcentra Group Holdings, Inc.

(c)    Includes AUM and AUC/A in the Wealth Management line of business.

Business segment description

Our Investment and Wealth Management business segment consists of two distinct lines of business, Investment Management and Wealth Management, which have a combined AUM of $2.0 trillion as of Dec. 31, 2024.

Investment Management is a leading global asset manager and consists of seven specialist investment firms and a global distribution platform to deliver a diversified range of investment capabilities to institutional and retail clients globally.

Our Investment Management model provides specialist expertise from seven investment firms offering solutions across major asset classes, backed by the strength, scale and proven stewardship of BNY. Each investment firm has its own individual culture, investment philosophy and proprietary investment process. This approach brings our clients clear, independent thinking from highly experienced investment professionals.

The investment firms offer a broad range of actively managed equity, fixed income, multi-asset and liability-driven investments, along with passive products and cash management. Our six majority-owned investment firms are: ARX, Dreyfus, Insight Investment, Mellon, Newton Investment Management and Walter Scott. BNY owns a noncontrolling interest in Siguler Guff.

Investment Management has multiple global distribution entities, which are responsible for distributing the investment solutions developed and managed by the investment firms, as well as the management and distribution of our U.S. mutual funds, ETFs and certain offshore money market funds.

Wealth Management provides investment management, custody, wealth and estate planning, private banking services, investment servicing and information management. Wealth Management has $327 billion in client assets as of Dec. 31, 2024, and more than 30 offices in the U.S. and internationally.

Wealth Management clients include individuals, families and institutions. Institutions include family offices, charitable gift programs and endowments and foundations. We work with clients to build, manage and sustain wealth across generations and market cycles.

The wealth business differentiates itself with a comprehensive wealth management framework called Active Wealth that seeks to empower clients to build and sustain long-term wealth.

The results of the Investment and Wealth Management business segment are driven by a blend of daily, monthly and quarterly AUM by product type. The overall level of AUM for a given period is determined by:

•the beginning level of AUM;

18 BNY

Results of Operations (continued)

•the net flows of new assets during the period resulting from new business wins and existing client inflows, reduced by the loss of clients and existing client outflows; and

•the impact of market price appreciation or depreciation, foreign exchange rates and investment firm acquisitions or divestitures.

The mix of AUM is a result of the historical growth rates of equity and fixed income markets and the cumulative net flows of our investment firms as a result of client asset allocation decisions. Actively managed equity, multi-asset and alternative assets typically generate higher percentage fees than fixed-income and liability-driven investments and cash. Also, actively managed assets typically generate higher management fees than indexed or passively managed assets of the same type. Market and regulatory trends have resulted in increased demand for lower fee asset management products and for performance-based fees.

Investment management fees are dependent on the overall level and mix of AUM and the management fees expressed in basis points (one-hundredth of one percent) charged for managing those assets. Management fees are typically subject to fee schedules based on the overall level of assets managed for a single client or by individual asset class and style. This is most common for institutional clients where we typically manage substantial assets for individual accounts.

Performance fees are generally calculated as a percentage of a portfolio’s performance in excess of a benchmark index or a peer group’s performance.

A key driver of growth in investment management and performance fees is the amount of net new AUM flows. Overall market conditions are also key drivers, with a significant long-term economic driver being growth of global financial assets.

Net interest income is determined by loan and deposit volumes and the interest rate spread between

customer rates and internal funds transfer rates on loans and deposits. Expenses in the Investment and Wealth Management business segment are mainly driven by staff and distribution and servicing expenses.

Review of financial results

AUM of $2.0 trillion increased 3% compared with Dec. 31, 2023, primarily reflecting higher market values, partially offset by the unfavorable impact of a stronger U.S. dollar.

Net long-term strategy outflows were $52 billion in 2024, driven by outflows of index, equity and multi-asset and alternative investments, partially offset by inflows of fixed income and liability-driven investments. Short-term strategy inflows were $45 billion in 2024.

Total revenue of $3.4 billion increased 7% compared with 2023. The drivers of total revenue by line of business are indicated below.

Investment Management revenue of $2.3 billion increased 9% compared with 2023, primarily reflecting higher market values and the reduction in the fair value of a contingent consideration receivable in 2023, partially offset by the mix of AUM flows and lower performance fees.

Wealth Management revenue of $1.1 billion increased 5% compared with 2023, primarily reflecting higher market values, partially offset by changes in product mix.

Revenue generated in the Investment and Wealth Management business segment included 30% from non-U.S. sources in 2024, compared with 32% in 2023.

Noninterest expense of $2.8 billion was flat compared with 2023, primarily reflecting employee merit increases and higher investments, offset by efficiency savings.

BNY 19

Results of Operations (continued)

Other segment

(in millions)202420232022
Fee revenue$(42)$(10)$61
Investment and other revenue140184(221)
Total fee and other revenue98174(160)
Net interest expense(61)(102)(162)
Total revenue3772(322)
Provision for credit losses9(17)23
Noninterest expense254956278
(Loss) before income taxes$(226)$(867)$(623)
Average loans and leases$1,763$1,669$1,225

Segment description

The Other segment primarily includes:

•the leasing portfolio;

•corporate treasury activities, including our securities portfolio;

•derivatives and other trading activity;

•corporate and bank-owned life insurance;

•tax credit investments and other corporate investments; and

•certain business exits.

Revenue primarily reflects:

•net interest income (expense) and lease-related gains (losses) from leasing operations;

•net interest income (expense) and derivatives and other corporate treasury activities;

•other revenue from certain business exits;

•investment and other revenue from corporate and bank-owned life insurance, gains (losses) associated with investment securities and other assets; and

•fee revenue from the elimination of the results of certain services provided between segments, which are also provided to third parties.

Expenses include:

•direct expenses supporting leasing, investing and funding activities; and

•expenses not directly attributable to Securities Services, Market and Wealth Services and Investment and Wealth Management operations.

Review of financial results

Loss before taxes was $226 million in 2024 compared with $867 million in 2023.

Investment and other revenue decreased $44 million compared with 2023, primarily reflecting investment gains recorded in 2023 and higher net securities losses.

Noninterest expense decreased $702 million compared with 2023, primarily driven by adjustments for the FDIC special assessment.

International operations

Our primary international activities consist of asset servicing in our Securities Services business segment, global payment services in our Market and Wealth Services business segment and investment management in our Investment and Wealth Management business segment.

Our clients include central banks and sovereigns, financial institutions, asset managers, insurance companies, corporations, local authorities and high-net-worth individuals and family offices. Through our global network of offices, we have developed a deep understanding of local requirements and cultural needs, and we pride ourselves on providing dedicated service through our multilingual sales, marketing and client service teams.

At Dec. 31, 2024, approximately 60% of our total employees (full-time and part-time employees) were based outside the U.S., with approximately 10,900 employees in EMEA, approximately 18,900 employees in APAC and approximately 800 employees in other global locations, primarily Brazil.

We are a leading global asset manager. Our international operations managed 47% of BNY’s AUM at Dec. 31, 2024 and 51% at Dec. 31, 2023.

20 BNY

Results of Operations (continued)

In Europe, we maintain capabilities to service Undertakings for Collective Investment in Transferable Securities and alternative investment funds. We offer a full range of tailored solutions for investment companies, financial institutions and institutional investors across most European markets.

We are a provider of non-U.S. government securities, fixed income and equities clearance, settling securities transactions directly in European markets, and using a high-quality and established network of local agents in non-European markets.

We have extensive experience providing trade and cash services to financial institutions and central banks outside of the U.S. In addition, we offer a broad range of servicing and fiduciary products to financial institutions, corporations and central banks. In emerging markets, we lead with custody, global payments and issuer services, introducing other products as the markets mature. For more established markets, our focus is on global investment services.

We are also a full-service global provider of foreign exchange services, actively trading in over 100 of the world’s currencies. We serve clients from trading desks located in Europe, Asia and North America.

Our financial results, as well as our levels of AUC/A and AUM, are impacted by translation from foreign currencies to the U.S. dollar. We are primarily impacted by activities denominated in the British pound and the euro. If the U.S. dollar depreciates against these currencies, the translation impact is a higher level of fee revenue, net interest income, noninterest expense and AUC/A and AUM. Conversely, if the U.S. dollar appreciates, the translated levels of fee revenue, net interest income, noninterest expense and AUC/A and AUM will be lower.

Foreign exchange ratesvs. U.S. dollar202420232022
Spot rate (at Dec. 31):
British pound$1.2516$1.2749$1.2096
Euro1.03471.10461.0708
Yearly average rate:
British pound$1.2780$1.2432$1.2375
Euro1.08191.08131.0550

International clients accounted for 35% of revenues in 2024 and 36% in 2023. Net income from international operations was $2.3 billion in 2024, compared with $2.0 billion in 2023.

Revenues from EMEA were $4.3 billion in 2024, an increase of 4% compared with 2023. The increase was primarily driven by higher net interest income, collateral management fees and clearance volumes in the Market and Wealth Services business segment.

The Securities Services, Market and Wealth Services and Investment and Wealth Management business segments generated 58%, 24% and 18% of EMEA revenues, respectively. Net income from EMEA was $1.3 billion in 2024, compared with $1.1 billion in 2023.

Revenues from APAC were $1.3 billion in 2024, a decrease of 1% compared with 2023. The decrease primarily reflects lower revenue in the Market and Wealth Services and Investment and Wealth Management business segments, partially offset by higher revenue in the Securities Services business segment.

The Securities Services, Market and Wealth Services and Investment and Wealth Management business segments generated 60%, 30% and 10% of APAC revenues, respectively. Net income from APAC was $542 million in 2024, compared with $547 million in 2023.

For additional information regarding our international operations, including certain key subjective assumptions used in determining the results, see Note 25 of the Notes to Consolidated Financial Statements.

BNY 21

Results of Operations (continued)

Country risk exposure

The following table presents BNY’s top 10 exposures by country (excluding the U.S.) as of Dec. 31, 2024, as well as certain countries with higher-risk profiles. The exposure is presented on an internal risk management basis and has not been reduced by the allowance for credit losses. 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 securities is generally based on the domicile of the issuer of the security.

Country risk exposure at Dec. 31, 2024Interest-bearing depositsTotal exposure
(in billions)Central banksBanksLending (a)Securities (b)Other (c)
Top 10 country exposure:
United Kingdom (“UK”)$8.0$0.3$1.4$5.5$2.1$17.3
Germany11.30.30.83.50.416.3
Belgium4.91.00.11.40.17.5
Canada0.90.13.81.76.5
Luxembourg0.10.11.50.12.54.3
Netherlands1.60.22.10.24.1
South Korea0.20.12.30.20.83.6
Ireland0.10.20.82.03.1
Australia1.20.30.60.52.6
France0.12.10.22.4
Total Top 10 country exposure$26.2$4.1$7.6$19.3$10.5$67.7(d)
Select country exposure:
Brazil$$0.1$1.2$0.1$0.1$1.5
Russia0.6(e)0.6

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

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

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

(d)    The top 10 country exposure comprises approximately 65% of our total non-U.S. exposure.

(e)    Represents cash balances with exposure to Russia.

Events in recent years have resulted in increased focus on Brazil. 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.

The war in Ukraine has increased our focus on Russia. The country risk exposure to Russia consists of cash balances related to our securities services businesses and may increase in the future to the extent cash is received for the benefit of our clients that is subject to distribution restrictions. BNY has ceased new banking business in Russia and suspended investment management purchases of Russian securities. Russian securities included in our AUC/A and AUM at Dec. 31, 2024, continue to be insignificant as a percentage of the total AUC/A and AUM, respectively. We will continue to work with

multinational clients that depend on our custody and recordkeeping services to manage their exposures.

We are also monitoring our exposure to Israel as part of our internal country risk management process. At Dec. 31, 2024, our total exposure to Israel was $158 million and primarily consisted of investment grade short-term interest-bearing deposits and OTC derivatives maturing within six months.

Critical accounting estimates

Our significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements. Certain of these policies include critical accounting estimates which require management to make subjective or complex judgments about the effect of matters that are inherently uncertain and may change in subsequent periods. Our critical accounting estimates are those related to the

22 BNY

Results of Operations (continued)

allowance for credit losses, goodwill and other intangibles and litigation and regulatory contingencies. Management has discussed the development and selection of the critical accounting estimates with the Company’s Audit Committee.

Allowance for credit losses

The allowance for credit losses covers financial assets subject to credit losses and measured at amortized cost, including loans and lending-related commitments, held-to-maturity securities, certain securities financing transactions and deposits with banks. The allowance for credit losses is intended to adjust the carrying value of these assets by an estimated amount of credit losses that we expect to incur over the life of the asset. Similarly, the allowance for credit losses on lending-related commitments and other off-balance sheet financial instruments is meant to capture the credit losses that we expect to recognize in these portfolios as of the balance sheet date.

A quantitative methodology and qualitative framework is used to estimate the allowance for credit losses.

The quantitative component of our estimate uses models and methodologies that categorize financial assets based on product type, collateral type, and other credit trends and risk characteristics, including relevant information about past events, current conditions and reasonable and supportable forecasts of future economic conditions that affect the collectability of the recorded amounts. For the quantitative component, we segment portfolios into various major components including commercial loans and lease financing, commercial real estate, financial institutions, residential mortgages, and other. The segmentation of our debt securities portfolios is by major asset class and is influenced by whether the security is structured or non-structured (i.e., direct obligation), as well as the issuer type. The components of the credit loss calculation for each major portfolio or asset class include a probability of default, loss given default and exposure at default, as applicable, and their values depend on the forecast behavior of variables in the macroeconomic environment. We utilize a multi-scenario macroeconomic forecast which includes a weighting of three scenarios: a baseline and upside and downside scenarios and allows us to develop our estimate using a wide span of economic variables.

Our baseline scenario reflects a view on likely performance of each global region and the other two scenarios are designed relative to the baseline scenario. This approach incorporates a reasonable and supportable forecast period spanning the life of the asset, and includes both an initial estimated economic outlook component as well as a reversion component for each economic input variable. The length of each of the two components depends on the underlying financial instrument, scenario, and underlying economic input variable. In general, the initial economic outlook period for each economic input variable under each scenario ranges between several months and two years. The speed at which the scenario-specific forecasts revert to long-term historical mean is based on observed historical patterns of mean reversion at the economic variable input level that are reflected in our model parameter estimates. Certain macroeconomic variables such as unemployment or home prices take longer to revert after a contraction, though specific recovery times are scenario-specific. Reversion will usually take longer the further away the scenario-specific forecast is from the historical mean. On a quarterly basis, and within a developed governance structure, we update these scenarios for current economic conditions and may adjust the scenario weighting based on our economic outlook. The Company uses judgment to assess these economic conditions and loss data in determining the best estimate of the allowance for credit losses and these estimates are subject to periodic refinement based on changes to underlying external or Company-specific historical data.

In the quantitative component of our estimate, we measure expected credit losses using an individual evaluation method if the risk characteristics of the asset is no longer consistent with the portfolio or class of asset. For these assets, we do not employ the macroeconomic model calculation but consider factors such as payment status, collateral value, the obligor’s financial condition, guarantor support, the probability of collecting scheduled principal and interest payments when due, and recovery expectations if they can be reasonably estimated. For loans, we measure the expected credit loss as the difference between the amortized cost basis of the loan and the present value of the expected future cash flows from the borrower which is generally discounted at the loan’s effective interest rate, or the fair value of the collateral, if the loan is collateral-dependent. We generally individually evaluate

BNY 23

Results of Operations (continued)

nonperforming loans as well as loans that have been modified given the risk characteristics of such loans.

Available-for-sale debt securities are recorded at fair value. When an available-for-sale debt security is in an unrealized loss position, we employ a methodology to identify and estimate the credit loss portion of the unrealized loss position. The measurement of expected credit losses is performed at the security level and is based on our best single estimate of cash flows, on a discounted basis; however, we do not specifically employ the macroeconomic forecasting models and scenarios summarized above.

The qualitative component of our estimate for the allowance for credit losses is intended to capture expected losses that may not have been fully captured in the quantitative component. Through an established governance structure, management determines the qualitative allowance each period based on an evaluation of various internal and environmental factors that include: scenario weighting and sensitivity risk, credit concentration risk, economic conditions and other considerations. We have made and may continue to make adjustments for idiosyncratic risks.

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 and recoveries.

Our allowance for credit losses is sensitive to a number of inputs, most notably the macroeconomic forecast assumptions that are incorporated into our estimate of credit losses through the expected life of the loan portfolio, as well as credit ratings assigned to each borrower. As the macroeconomic environment and related forecasts change, the allowance for credit losses may change materially. The following sensitivity analyses do not represent management’s expectations of the deterioration of our portfolios or the economic environment, but are provided as hypothetical scenarios to assess the sensitivity of the allowance for credit losses to changes in key inputs. If commercial real estate property values were increased 10% and all other credits were rated one grade better, the quantitative allowance would have decreased by $47 million, and if commercial real estate property values were decreased 10% and all other credits were rated one grade worse, the quantitative allowance would have increased by $82

million. Our multi-scenario macroeconomic forecast used in determining the Dec. 31, 2024 allowance for credit losses consisted of three scenarios. The baseline scenario reflects positive but slightly declining GDP growth through the first quarter of 2025 before moderating, stable unemployment and slightly declining commercial real estate prices through the end of 2025. The upside scenario reflects higher GDP growth through the first quarter of 2025 before moderating, declining unemployment through the end of 2025 and increasing commercial real estate prices through the end of 2025 compared with the baseline. The downside scenario contemplates negative GDP growth through the third quarter of 2025 before moderating, rapidly increasing unemployment through the third quarter of 2025 and sharply lower commercial real estate prices through the end of 2025 compared with the baseline. At Dec. 31, 2024, we placed the most weight on our baseline scenario, with the remaining weighting equally placed on the upside and downside scenarios. From a sensitivity perspective, at Dec. 31, 2024, if we had applied 100% weighting to the downside scenario, the quantitative allowance for credit losses would have been approximately $130 million higher.

See Notes 1 and 5 of the Notes to Consolidated Financial Statements for additional information regarding the allowance for credit losses.

Goodwill and other intangibles

We initially record all assets and liabilities acquired in purchase acquisitions, including goodwill, indefinite-lived intangibles and other intangibles, in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Goodwill, indefinite-lived intangibles and other intangibles are subsequently accounted for in accordance with ASC 350, Intangibles – Goodwill and Other. The initial measurement of goodwill and intangibles requires judgment concerning estimates of the fair value of the acquired assets and liabilities. Goodwill ($16.6 billion at Dec. 31, 2024) and indefinite-lived intangible assets ($2.6 billion at Dec. 31, 2024) are not amortized but are subject to tests for impairment annually or more often if events or circumstances indicate it is more likely than not they may be impaired. Other intangible assets are amortized over their estimated useful lives and are subject to impairment if events or circumstances indicate a possible inability to realize the carrying value.

24 BNY

Results of Operations (continued)

Goodwill

BNY’s business segments include seven reporting units for which goodwill impairment testing is performed on an annual basis. An interim goodwill impairment test is performed when events or circumstances occur that may indicate that it is more likely than not that the fair value of any reporting unit may be less than its carrying value.

The goodwill impairment test compares the estimated fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. However, if the carrying amount of the reporting unit were to exceed its estimated fair value, an impairment loss would be recorded for the difference.

In each quarter of 2024, we completed an interim goodwill impairment test of the Investment Management reporting unit, which had $6.0 billion of allocated goodwill as of Dec. 31, 2024. In all cases, we determined the fair value of the Investment Management reporting unit exceeded its carrying value and no goodwill impairment was recorded.

For the Dec. 31, 2024 test, the fair value of the Investment Management reporting unit exceeded its carrying value by approximately 11%. We determined the fair value of the Investment Management reporting unit using an income approach based on management’s projections as of Dec. 31, 2024. The discount rate applied to these cash flows was 10.5%.

As of Dec. 31, 2024, if the discount rate applied to the estimated cash flows was increased or decreased by 25 basis points, the fair value of the Investment Management reporting unit would decrease or increase by 4%, respectively. Similarly, if the long-term growth rate was increased or decreased by 10 basis points, the fair value of the Investment Management reporting unit would increase or decrease by approximately 1%, respectively.

In the second quarter of 2024, we performed our annual goodwill impairment test on the remaining six reporting units using an income approach to estimate the fair values of each reporting unit. Estimated cash flows used in the income approach were based on

management’s projections as of April 1, 2024. The discount rate applied to these cash flows was 10%.

As a result of the annual goodwill impairment test, no goodwill impairment was recognized. The fair values of the Company’s remaining six reporting units were substantially in excess of the respective reporting units’ carrying value.

Intangible assets

Key judgments in accounting for intangible assets include determining the useful life and classification between goodwill and indefinite-lived intangible assets or other amortizing intangible assets.

Indefinite-lived intangible assets ($2.6 billion at Dec. 31, 2024) are evaluated for impairment at least annually by comparing their fair values, estimated using discounted cash flow analyses, to their carrying values. As a result of the annual evaluation, no impairment was recognized.

Other amortizing intangible assets ($275 million at Dec. 31, 2024) are evaluated for impairment if events and circumstances indicate a possible impairment. Such evaluation of other intangible assets would be initially based on undiscounted cash flow projections.

Determining the fair value of a reporting unit or indefinite-lived intangible assets is subject to uncertainty as it is reliant on estimates of cash flows that extend far into the future, and, by their nature, are difficult to estimate over such an extended time frame. In the future, changes in the assumptions or the discount rate could produce a material non-cash goodwill or intangible asset impairment.

See Notes 1 and 7 of the Notes to Consolidated Financial Statements for additional information regarding goodwill, intangible assets and the annual and interim impairment testing.

Litigation and regulatory contingencies

Significant estimates and judgments are required in establishing an accrued liability for litigation and regulatory contingencies. For additional information on our policy, see “Legal proceedings” in Note 22 of the Notes to Consolidated Financial Statements.

BNY 25

Results of Operations (continued)

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 Dec. 31, 2024, total assets were $416 billion, compared with $410 billion at Dec. 31, 2023. The increase in total assets was primarily driven by higher federal funds sold and securities purchased under resale agreements, securities and loans, partially offset by lower interest-bearing deposits with the Federal Reserve and other central banks. Deposits totaled $290 billion at Dec. 31, 2024, compared with $284 billion at Dec. 31, 2023. The increase primarily reflects higher interest-bearing deposits in U.S. offices, partially offset by lower interest-bearing deposits in non-U.S. offices. Total interest-bearing deposit liabilities as a percentage of total interest-earning assets were 65% at Dec. 31, 2024 and 66% at Dec. 31, 2023.

At Dec. 31, 2024, available funds totaled $144 billion and 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 funds of $158 billion at Dec. 31, 2023. Total available funds as a percentage of total assets were 35% at Dec. 31, 2024 and 38% at Dec. 31, 2023. For additional information on our available funds, see “Liquidity and dividends.”

Securities were $137 billion, or 33% of total assets, at Dec. 31, 2024, compared with $126 billion, or 31% of total assets, at Dec. 31, 2023. The increase primarily reflects higher non-U.S. government and agency residential mortgage-backed securities (“RMBS”), partially offset by lower U.S. Treasury and U.S. government agency securities. For additional information on our securities portfolio, see “Securities” and Note 4 of the Notes to Consolidated Financial Statements.

Loans were $72 billion, or 17% of total assets, at Dec. 31, 2024, compared with $67 billion, or 16% of total assets, at Dec. 31, 2023. The increase was driven by higher loans in the financial institutions and capital call financing portfolios and higher margin loans, partially offset by lower commercial loans. For additional information on our loan portfolio, see “Loans” and Note 5 of the Notes to Consolidated Financial Statements.

Long-term debt totaled $30.9 billion at Dec. 31, 2024 and $31.3 billion at Dec. 31, 2023. The decrease primarily reflects maturities, redemptions and a decrease in the fair value of hedged long-term debt, partially offset by issuances. For additional information on long-term debt, see “Liquidity and dividends” and Note 13 of the Notes to Consolidated Financial Statements.

The Bank of New York Mellon Corporation total shareholders’ equity totaled $41 billion at Dec. 31, 2024 and Dec. 31, 2023. For additional information, see “Capital” and Note 15 of the Notes to Consolidated Financial Statements.

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 could indicate increased credit risk for us and could be accompanied by an increase in the allowance for credit losses and/or a reduction in the fair value of our securities portfolio.

26 BNY

Results of Operations (continued)

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

Securities portfolioDec. 31, 20232024 change in unrealized gain (loss)Dec. 31, 2024Fair value as a % of amortizedcost (a)Unrealized gain (loss)% Floatingrate (b)Ratings (c)
BBB+/ BBB-BB+ and lower
(dollars in millions)Fair valueAmortizedcost (a)Fair valueAAA/ AA-A+/ A-Not rated
Agency RMBS$39,359$(152)$46,199$42,18391%$(4,016)26%100%%%%%
Non-U.S. government (d)20,45526929,52129,19899(323)2495221
U.S. Treasury25,11522525,40824,79398(615)64100
Agency commercial mortgage-backed securities (“MBS”)10,84510710,86210,37796(485)43100
Collateralized loan obligations (“CLOs”)7,119187,6257,63710012100100
Foreign covered bonds (e)6,3341117,6847,62399(61)40100
U.S. government agencies6,646825,9735,63694(337)30100
Non-agency commercial MBS2,935942,6412,48794(154)45100
Non-agency RMBS1,766(10)1,6451,49291(153)41982
Other asset-backed securities9434465461594(39)16100
Other111111091(1)100
Total securities$121,528$789$138,223$132,05196%$(6,172)(f)40%99%1%%%%

(a)    Amortized cost includes the impact of hedged item basis adjustments, which was a net decrease of $1,650 million, and is net of the allowance for credit losses.

(b)    Includes the impact of hedges.

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

(d)    Includes supranational securities. Primarily consists of exposure to UK, Germany, France and Canada.

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

(f)    At Dec. 31, 2024, includes pre-tax net unrealized losses of $1,596 million related to available-for-sale securities, net of hedges, and $4,576 million related to held-to-maturity securities. The after-tax unrealized losses, net of hedges, related to available-for-sale securities was $1,207 million and the after-tax equivalent related to held-to-maturity securities was $3,490 million.

The fair value of our securities portfolio was $132.1 billion at Dec. 31, 2024, compared with $121.5 billion at Dec. 31, 2023. The increase primarily reflects higher non-U.S. government securities and agency RMBS, partially offset by lower U.S. Treasury and U.S. government agencies securities.

At Dec. 31, 2024, the securities portfolio had a net unrealized loss, including the impact of related hedges, of $6.2 billion, compared with $7.0 billion at Dec. 31, 2023. The improvement in the net unrealized loss, including the impact of related hedges, primarily reflects securities moving closer to maturity.

The fair value of the available-for-sale securities totaled $88.0 billion at Dec. 31, 2024 or 67% of the securities portfolio. The fair value of the held-to-maturity securities totaled $44.0 billion at Dec. 31, 2024, or 33% of the securities portfolio.

The unrealized loss (after-tax) on our available-for-sale securities portfolio, net of hedges, included in accumulated other comprehensive income was $1.2 billion at Dec. 31, 2024, compared with $1.6 billion at Dec. 31, 2023. The improvement in the net unrealized loss, including the impact of hedges, was primarily driven by securities moving closer to maturity.

At Dec. 31, 2024, 99% of the securities in our portfolio were rated AAA/AA-, unchanged compared with Dec. 31, 2023.

See Note 4 of the Notes to Consolidated Financial Statements for the pre-tax net securities gains (losses) by security type. See Note 20 of the Notes to Consolidated Financial Statements for securities by level in the fair value hierarchy.

BNY 27

Results of Operations (continued)

The following table presents the net premium (discount) and net amortization (accretion) related to the securities portfolio.

Net premium (discount) and net amortization (accretion) related to the securities portfolio (a)
(in millions)202420232022
Net purchase premium (discount) that is amortizable (accretable)$(57)$821$1,109
Net amortization (b)$26$167$362

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

(b)    Including the impact of the accretion of discontinued hedges, there was a net accretion of $149 million in 2024, net amortization of $104 million in 2023 and net amortization of $388 million in 2022.

Equity investments

We have several equity investments recorded in other assets. These include tax credit investments, equity method investments, Federal Reserve Bank stock, other investments, seed capital and Federal Home Loan Bank stock. The following table presents the carrying values at Dec. 31, 2024 and Dec. 31, 2023.

Equity investmentsDec. 31,
(in millions)20242023
Tax credit investments$2,821$2,186
Equity method investments:
CIBC Mellon583607
Siguler Guff228234
Other4132
Total equity method investments852873
Federal Reserve Bank stock478480
Other equity investments (a)679741
Seed capital (b)196232
Federal Home Loan Bank stock577
Total equity investments$5,083$4,519

(a)    Includes strategic equity, private equity and other investments.

(b)    Includes investments in BNY funds that hedge deferred incentive awards.

For additional information on certain seed capital investments and our private equity investments, see “Investments valued using net asset value (“NAV”) per share” in Note 8 of the Notes to Consolidated Financial Statements.

Tax credit investments

Tax credit investments include affordable housing projects and renewable energy investments. We invest in affordable housing projects primarily to satisfy the Company’s requirements under the Community Reinvestment Act. We invest in renewable energy projects to receive an expected after-tax return, which consists of allocated renewable energy tax credits, tax deductions and cash distributions based on the operations of the project. On Jan. 1, 2024, we adopted ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method for our renewable energy projects that met the eligibility criteria. See Note 2 of the Notes to Consolidated Financial Statements for additional information.

28 BNY

Results of Operations (continued)

Loans

Total exposure – consolidatedDec. 31, 2024Dec. 31, 2023
(in billions)LoansUnfunded commitmentsTotal exposureLoansUnfunded commitmentsTotal exposure
Financial institutions$13.2$35.2$48.4$10.5$29.2$39.7
Commercial1.411.913.32.111.413.5
Wealth management loans8.70.79.49.10.59.6
Wealth management mortgages8.90.29.19.10.39.4
Commercial real estate6.83.19.96.83.410.2
Lease financings0.60.60.60.6
Other residential mortgages1.11.11.21.2
Overdrafts3.53.53.13.1
Capital call financing5.23.18.33.73.67.3
Other3.13.12.72.7
Margin loans19.119.118.018.0
Total$71.6$54.2$125.8$66.9$48.4$115.3

At Dec. 31, 2024, our total lending-related exposure was $125.8 billion, an increase of 9% compared with Dec. 31, 2023, primarily reflecting higher exposure in the financial institutions and capital call financing portfolios and higher margin loans.

Our financial institutions and commercial portfolios comprise our largest concentrated risk. These portfolios comprised 49% of our total exposure at Dec. 31, 2024 and 46% at Dec. 31, 2023. Additionally, most of our overdrafts relate to financial institutions.

Financial institutions

The financial institutions portfolio is shown below.

Financial institutionsportfolio exposure(dollars in billions)Dec. 31, 2024Dec. 31, 2023
LoansUnfunded commitmentsTotal exposure% Inv. grade% due 1 yr.LoansUnfunded commitmentsTotal exposure
Securities industry$2.3$20.3$22.6100%99%$2.3$14.8$17.1
Banks8.91.410.385956.41.47.8
Asset managers1.88.410.296741.48.09.4
Insurance4.24.2100100.13.94.0
Government0.40.4100500.20.2
Other0.20.50.7100650.30.91.2
Total$13.2$35.2$48.496%84%$10.5$29.2$39.7

The financial institutions portfolio exposure was $48.4 billion at Dec. 31, 2024, an increase of 22% compared with Dec. 31, 2023, primarily reflecting higher exposure in the securities industry and banks portfolios.

Financial institution exposures are high-quality, with 96% of the exposures meeting the investment grade equivalent criteria of our internal credit rating classification at Dec. 31, 2024. 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. 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.

The exposure to financial institutions is generally short-term, with 84% of the exposures expiring within one year. At Dec. 31, 2024, 18% of the exposure to financial institutions had an expiration within 90 days, compared with 19% at Dec. 31, 2023.

BNY 29

Results of Operations (continued)

In addition, 67% of the financial institutions exposure is secured at Dec. 31, 2024. For example, securities industry clients and asset managers often borrow against marketable securities held in custody.

At Dec. 31, 2024, the secured intraday credit provided to dealers in connection with their tri-party repo activity totaled $13.4 billion and was 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. Secured intraday credit facilities represent 28% of the exposure in the financial institutions portfolio and are reviewed and reapproved annually.

The asset managers portfolio exposure is high-quality, with 96% of the exposures meeting our investment grade equivalent ratings criteria as of Dec. 31, 2024. These exposures are generally short-term liquidity facilities, with the majority to regulated mutual funds.

Our banks portfolio exposure primarily relates to our global trade finance. These exposures are short-term in nature, with 95% due in less than one year. The investment grade percentage of our banks exposure was 85% at Dec. 31, 2024, compared with 84% at Dec. 31, 2023. Our non-investment grade exposures are primarily trade finance loans in Brazil.

Commercial

The commercial portfolio is presented below.

Commercial portfolio exposureDec. 31, 2024Dec. 31, 2023
(dollars in billions)LoansUnfunded commitmentsTotal exposure% Inv. grade% due 1 yr.LoansUnfunded commitmentsTotal exposure
Energy and utilities$0.2$4.1$4.395%8%$0.4$3.7$4.1
Services and other0.73.54.297231.23.44.6
Manufacturing0.53.54.099180.53.64.1
Media and telecom0.80.8810.70.7
Total$1.4$11.9$13.396%15%$2.1$11.4$13.5

The commercial portfolio exposure was $13.3 billion at Dec. 31, 2024, a decrease of 1% from Dec. 31, 2023, primarily driven by lower exposure in the services and other portfolio, partially offset by higher exposure in the energy and utilities portfolio.

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.

Investment grade percentagesDec. 31,
202420232022
Financial institutions96%92%95%
Commercial96%94%95%

Wealth management loans

Our wealth management loan exposure was $9.4 billion at Dec. 31, 2024, compared with $9.6 billion at Dec. 31, 2023. Wealth management loans primarily consist of loans to high-net-worth

individuals, a majority of which are secured by the customers’ investment management accounts or custody accounts.

Wealth management mortgages

Our wealth management mortgage exposure was $9.1 billion at Dec. 31, 2024, compared with $9.4 billion at Dec. 31, 2023. Wealth management mortgages primarily consist of loans to high-net-worth individuals, which are secured by residential property. Wealth management mortgages are primarily interest-only, adjustable-rate mortgages with a weighted-average loan-to-value ratio of 61% at origination. Less than 1% of the mortgages were past due at Dec. 31, 2024.

At Dec. 31, 2024, the wealth management mortgage portfolio consisted of the following geographic concentrations: California – 21%; New York – 14%; Florida – 11%; Massachusetts – 8%; and other – 46%.

30 BNY

Results of Operations (continued)

Commercial real estate

The composition of the commercial real estate portfolio by asset class, including percentage secured, is presented below.

Composition of commercial real estate portfolio by asset classDec. 31, 2024Dec. 31, 2023
Total exposurePercentagesecured (a)Total exposurePercentagesecured (a)
(dollars in billions)
Residential$4.288%$4.388%
Office2.4752.674
Retail0.7580.863
Mixed-use0.7320.831
Hotels0.6330.640
Healthcare0.7430.557
Other0.6650.671
Total commercial real estate$9.971%$10.273%

(a)    Represents the percentage of secured exposure in each asset class.

Our commercial real estate exposure totaled $9.9 billion at Dec. 31, 2024 and $10.2 billion at Dec. 31, 2023. 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 Dec. 31, 2024, the unsecured portfolio consisted of real estate investment trusts (“REITs”) and real estate operating companies, which are both primarily investment grade.

At Dec. 31, 2024, our commercial real estate portfolio consisted of the following concentrations: New York metro – 34%; REITs and real estate operating companies – 29%; and other – 37%.

Lease financings

The lease financings portfolio exposure totaled $603 million at Dec. 31, 2024 and $599 million at Dec. 31, 2023. At Dec. 31, 2024, all of leasing exposure was investment grade, or investment grade equivalent, and consisted of exposures backed by well-diversified assets, primarily real estate and large-ticket transportation equipment. Assets are both domestic and foreign-based, with primary concentrations in Germany and the U.S.

Other residential mortgages

The other residential mortgages portfolio primarily consists of 1-4 family residential mortgage loans and totaled $1.1 billion at Dec. 31, 2024 and $1.2 billion at Dec. 31, 2023.

Overdrafts

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

Capital call financing

Capital call financing includes loans to private equity funds that are secured by the fund investors’ capital commitments and the funds’ right to call capital.

Other loans

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

Margin loans

Margin loan exposure of $19.1 billion at Dec. 31, 2024 and $18.0 billion at Dec. 31, 2023 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 $8 billion at Dec. 31, 2024 and $7 billion at Dec. 31, 2023 related to a term loan program that offers fully collateralized loans to broker-dealers.

BNY 31

Results of Operations (continued)

Maturity of loan portfolio

The following table shows the maturity structure of our loan portfolio.

Maturity of loan portfolio at Dec. 31, 2024Within 1 yearBetween 1 and 5 yearsBetween 5 and 15 yearsAfter 15 yearsTotal
(in millions)
Commercial$876$489$55$$1,420
Commercial real estate1,4664,5098076,782
Financial institutions11,5711,59613,167
Lease financings87163353603
Wealth management loans8,3291941758,698
Wealth management mortgages213618,5688,950
Other residential mortgages31319341,068
Overdrafts3,5193,519
Capital call financing4,0251,1385,163
Other3,06213,063
Margin loans18,63750019,137
Total$51,572$8,614$1,882$9,502$71,570

Interest rate characteristic

The following table shows the interest rate characteristic of loans maturing after one year.

Interest rate characteristic of loan portfolio maturing 1 year at Dec. 31, 2024
(in millions)Fixed ratesFloating ratesTotal
Commercial$56$488$544
Commercial real estate1475,1695,316
Financial institutions1,5961,596
Lease financings516516
Wealth management loans110259369
Wealth management mortgages3,7705,1808,950
Other residential mortgages1,036321,068
Capital call financing1,1381,138
Other11
Margin Loans500500
Total$5,635$14,363$19,998

32 BNY

Results of Operations (continued)

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 and overdrafts associated with our custody and securities clearance businesses.

The following table presents the changes in our allowance for credit losses.

Allowance for credit losses activity20242023
(dollars in millions)
Beginning balance of allowance for credit losses$414$292
Provision for credit losses70119
Charge-offs:
Loans:
Commercial real estate(82)
Wealth management mortgages(1)
Other residential mortgages(1)(3)
Other financial instruments(9)(2)
Total charge-offs(93)(5)
Recoveries:
Loans:
Commercial1
Other residential mortgages12
Other5
Total recoveries18
Net (charge-offs) recoveries(92)3
Ending balance of allowance for credit losses$392$414
Allowance for loan losses$294$303
Allowance for lending-related commitments7287
Allowance for financial instruments (a)2624
Total allowance for credit losses$392$414
Total loans$71,570$66,879
Average loans outstanding$68,141$64,096
Net (charge-offs) recoveries of loans to average loans outstanding(0.14)%%
Net (charge-offs) recoveries of loans to total allowance for loan losses and lending-related commitments(25.14)0.77
Allowance for loan losses as a percentage of total loans0.410.45
Allowance for loan losses and lending-related commitments as a percentage of total loans0.510.58
Net (charge-offs) to average loans by loan category (b):
Commercial real estate(1.19)%N/A
Net (charge-offs) during the year$(82)N/A
Average loans outstanding$6,915N/A
Wealth management mortgages(0.01)%N/A
Net (charge-offs) during the year$(1)N/A
Average loans outstanding (b)$9,062N/A
Other residential mortgagesN/A(0.11)%
Net (charge-offs) during the yearN/A$(1)
Average loans outstanding (b)N/A$908

(a)    Includes allowance for credit losses on federal funds sold and securities purchased under resale agreements, available-for-sale securities, held-to-maturity securities, accounts receivable, cash and due from banks and interest-bearing deposits with banks.

(b)    Average loans based on month-end balances.

N/A – Not applicable.

The provision for credit losses was $70 million in 2024, primarily driven by reserve increases related to commercial real estate exposure and changes in the macroeconomic forecast.

The allowance for loan losses and allowance for lending-related commitments represent management’s estimate of lifetime expected losses in our credit portfolio. This evaluation process is subject to numerous estimates and judgments. To the extent actual results differ from forecasts or

BNY 33

Results of Operations (continued)

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, we have allocated our allowance for loans and lending-related commitments as presented below.

Allocation of allowance for loan losses and lending-related commitments (a)
Dec. 31,
20242023
(dollars in millions)$%$%
Commercial real estate$31586%$32583%
Commercial205277
Financial institutions195194
Wealth management mortgages6192
Other residential mortgages2141
Capital call financing3141
Wealth management loans1111
Lease financings11
Total$366100%$390100%

(a)    The allowance allocated to margins loans, overdrafts and other loans was insignificant at both Dec. 31, 2024 and Dec. 31, 2023. We have rarely suffered a loss on these types of loans.

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.

Nonperforming assets

The table below presents our nonperforming assets.

Nonperforming assetsDec. 31,
(dollars in millions)20242023
Nonperforming loans:
Commercial real estate$143$189
Other residential mortgages1924
Wealth management mortgages1519
Total nonperforming loans177232
Other assets owned25
Total nonperforming assets$179$237
Nonperforming assets ratio0.25%0.35%
Allowance for loan losses/nonperforming loans166.1130.6
Allowance for loan losses/nonperforming assets164.2127.8
Allowance for loan losses and lending-related commitments/nonperforming loans206.8168.1
Allowance for loan losses and lending-related commitments/nonperforming assets204.5164.6

Nonperforming assets decreased $58 million compared with Dec. 31, 2023, primarily reflecting the impact of nonperforming commercial real estate loans that were charged off in 2024.

See “Nonperforming assets” in Note 1 of the Notes to Consolidated Financial Statements for our policy for placing loans on nonaccrual status.

Deposits

We receive client deposits through the businesses in the Securities Services, Market and Wealth Services and Investment and Wealth Management segments and we rely on those deposits as a low-cost and stable source of funding.

Total deposits were $289.5 billion at Dec. 31, 2024, an increase of 2%, compared with $283.7 billion at Dec. 31, 2023. The increase primarily reflects higher interest-bearing deposits in U.S. offices, partially offset by lower interest-bearing deposits in non-U.S. offices.

Noninterest-bearing deposits were $58.3 billion at Dec. 31, 2024 and Dec. 31, 2023. Interest-bearing deposits were primarily demand deposits and totaled $231.3 billion at Dec. 31, 2024, compared with $225.4 billion at Dec. 31, 2023.

The aggregate amount of deposits by foreign customers in domestic offices was $58.8 billion at Dec. 31, 2024 and $55.1 billion at Dec. 31, 2023.

Deposits in non-U.S. offices totaled $95.6 billion at Dec. 31, 2024 and $96.6 billion at Dec. 31, 2023. These deposits were primarily overnight deposits.

Uninsured deposits are the portion of U.S. office deposits accounts that exceed the FDIC insurance limit. Uninsured deposits in U.S. office deposit accounts are generally demand deposits and totaled $168.9 billion at Dec. 31, 2024 and $168.4 billion at Dec. 31, 2023. Our uninsured U.S. office deposits accounts reflect the amounts disclosed in our regulatory reports, adjusted to exclude intercompany deposit balances.

34 BNY

Results of Operations (continued)

The following table presents the amount of uninsured U.S. and Non-U.S. office time deposits disaggregated by time remaining until maturity.

Uninsured time deposits at Dec. 31, 2024
(in millions)U.S.Non-U.S.
Less than 3 months$636$1,062
3 to 6 months1056
6 to 12 months6525
Over 12 months2
Total$808$1,093

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 short-term borrowings, for example, securities sold under repurchase agreements, require the delivery of securities as collateral.

Federal funds purchased and securities sold under repurchase agreements include repurchase agreement activity with the Fixed Income Clearing Corporation (“FICC”), where we record interest expense on a gross basis, but the ending and average balances reflect the impact of offsetting under enforceable netting agreements. This activity primarily relates to government securities collateralized resale and repurchase agreements executed with clients that are novated to and settle with the FICC.

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

The Bank of New York Mellon issues commercial paper that matures within 397 days from the date of issue and is not redeemable prior to maturity or subject to voluntary prepayment.

Other borrowed funds primarily include borrowings from the Federal Home Loan Bank, overdrafts of sub-custodian account balances in our Securities Services businesses, and borrowings under lines of credit by

our Pershing subsidiaries. Overdrafts typically relate to timing differences for settlements.

Liquidity and dividends

BNY 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 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.

Changes in economic conditions or exposure to credit, market, operational, legal and reputational risks also can affect BNY’s liquidity risk profile and are considered in our liquidity risk framework. For additional information, see “Risk Management – Liquidity Risk.”

The Parent’s policy is to have access to sufficient unencumbered cash and cash equivalents at each quarter-end to cover maturities and other 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.

We monitor and control liquidity exposures and funding needs within and across significant legal entities, branches, currencies and business lines, taking into account, among other factors, any applicable restrictions on the transfer of liquidity among entities.

BNY also manages potential intraday liquidity risks. We monitor and manage intraday liquidity against existing and expected intraday liquid resources (such as cash balances, remaining intraday credit capacity, intraday contingency funding and available collateral) to enable BNY to meet its intraday obligations under normal and reasonably severe stressed conditions.

BNY 35

Results of Operations (continued)

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 fundsDec. 31, 2024Dec. 31, 2023Average
(dollars in millions)202420232022
Cash and due from banks$4,178$4,922$5,383$5,287$5,542
Interest-bearing deposits with the Federal Reserve and other central banks89,546111,55099,986103,90497,442
Interest-bearing deposits with banks9,61212,13910,99113,62016,826
Federal funds sold and securities purchased under resale agreements41,14628,90031,30626,07724,953
Total available funds$144,482$157,511$147,666$148,888$144,763
Total available funds as a percentage of total assets35%38%36%37%34%

Total available funds were $144.5 billion at Dec. 31, 2024, compared with $157.5 billion at Dec. 31, 2023. The decrease was primarily due to lower interest-bearing deposits with the Federal Reserve and other central banks and interest-bearing deposits with banks, partially offset by higher 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, other borrowed funds and commercial paper, were $20.4 billion for 2024 and $25.0 billion for 2023. The decrease primarily reflects lower federal funds purchased and securities sold under repurchase agreements and lower trading liabilities partially offset by higher commercial paper.

Average interest-bearing domestic deposits were $141.3 billion for 2024 and $123.5 billion for 2023. Average foreign deposits, primarily from our European-based businesses included in the Securities Services and Market and Wealth Services segments, were $92.9 billion for 2024, compared with $88.8 billion for 2023. The changes primarily reflect client activity.

Average payables to customers and broker-dealers were $12.7 billion for 2024 and $14.4 billion for

2023. Payables to customers and broker-dealers are driven by customer trading activity and market volatility.

Average long-term debt was $31.8 billion for 2024 and $31.0 billion for 2023.

Average noninterest-bearing deposits decreased to $49.5 billion for 2024 from $59.2 billion for 2023, primarily reflecting client activity.

A significant reduction of client activity in our Securities Services and Market and Wealth Services business segments 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 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”).

36 BNY

Results of Operations (continued)

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 Dec. 31, 2024
Moody’sS&PFitchDBRS
Parent:
Long-term senior debtAa3AAA-AA
Subordinated debtA2A-AAA (low)
Preferred stockBaa1BBBBBB+A
Outlook – ParentStableStableStableStable
The Bank of New York Mellon:
Long-term senior debtAa1AA-AAAA (high)
Subordinated debtNRANRNR
Long-term depositsAa1AA-AA+AA (high)
Short-term depositsP-1A-1+F1+R-1 (high)
Commercial paperP-1A-1+F1+R-1 (high)
BNY Mellon, N.A.:
Long-term senior debtAa1(a)AA-AA(a)AA (high)
Long-term depositsAa1AA-AA+AA (high)
Short-term depositsP-1A-1+F1+R-1 (high)
Outlook – BanksStable (multiple)(b)StableStableStable

(a)    Represents senior debt issuer default rating.

(b)    Stable outlook on long-term deposits ratings. Negative outlook on long-term senior debt ratings. Negative outlook on senior unsecured rating for The Bank of New York Mellon.

NR – Not rated.

In November 2024, Moody’s Ratings (“Moody’s”) upgraded BNY’s issuer and senior unsecured ratings to Aa3 from A1. The long-term counterparty risk ratings were upgraded to Aa1 from Aa2 for The Bank of New York Mellon and for BNY Mellon, N.A. The long-term issuer and senior unsecured ratings were upgraded to Aa1 from Aa2 for The Bank of New York Mellon, and the long-term issuer rating was upgraded to Aa1 from Aa2 for BNY Mellon, N.A. Moody’s affirmed all other long-term and short-term ratings and assessments for BNY, The Bank of New York Mellon and BNY Mellon N.A. The outlooks on BNY’s issuer and senior unsecured ratings have been changed to stable from positive following the upgrade of these ratings.

Long-term debt totaled $30.9 billion at Dec. 31, 2024 and $31.3 billion at Dec. 31, 2023. Maturities and redemptions of $6.0 billion and a decrease in the fair value of hedged long-term debt were partially offset by issuances of $5.8 billion. The Parent has $3.3 billion of long-term debt that will mature in 2025.

The following table presents the long-term debt issued in 2024.

Debt issuances
(in millions)2024
5.060% fixed-to-floating callable senior notes due 2032$1,100
5.188% fixed-to-floating callable senior notes due 20351,000
4.975% fixed-to-floating callable senior notes due 20301,000
5.225% fixed-to-floating callable senior notes due 2035750
4.890% fixed-to-floating callable senior notes due 2028600
5.606% fixed-to-floating callable senior notes due 2039500
SOFR + 45 bps callable senior bank notes due 2026500
SOFR + 83 bps callable senior notes due 2028300
Total debt issuances$5,750

In February 2025, the Parent issued $1.25 billion of fixed-to-floating rate callable senior notes maturing in 2031. The annual fixed interest rate is 4.942% from issuance to, but excluding, Feb. 11, 2030, and then an annual interest rate of the compounded secured overnight financing rate (“SOFR”) plus 88.7 basis points.

The Bank of New York Mellon may issue notes and CDs. At Dec. 31, 2024 and Dec. 31, 2023, $1.0 billion and $1.3 billion, respectively, of notes were outstanding. At Dec. 31, 2024 and Dec. 31, 2023,

BNY 37

Results of Operations (continued)

$1.1 billion and $397 million of CDs were outstanding, respectively.

The Bank of New York Mellon also issues commercial paper that matures within 397 days from the date of issue and is not redeemable prior to maturity or subject to voluntary prepayment. There was $301 million of commercial paper outstanding at Dec. 31, 2024. There was no commercial paper outstanding at Dec. 31, 2023. The average commercial paper outstanding was $1.2 billion and $5 million for 2024 and 2023, respectively.

Subsequent to Dec. 31, 2024, our U.S. bank subsidiaries could declare dividends to the Parent of approximately $82 million, without the need for a regulatory waiver. In addition, at Dec. 31, 2024, non-bank subsidiaries of the Parent had liquid assets of approximately $3.8 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 19 of the Notes to Consolidated Financial Statements.

Pershing LLC has one uncommitted line of credit in place for liquidity purposes which is guaranteed by the Parent for $300 million. Average borrowings under this line were less than $1 million in 2024. Pershing Limited, an indirect UK-based subsidiary of BNY, has two separate uncommitted lines of credit amounting to $247 million in aggregate. Average borrowings under these lines were less than $1 million, in aggregate, in 2024.

The double leverage ratio is the ratio of our equity investment in subsidiaries divided by our consolidated 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’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 73% of total revenue in 2024, and the dividend capacity of our

banking subsidiaries. Our double leverage ratio was 119.7% at Dec. 31, 2024 and 120.5% at Dec. 31, 2023, and within the range targeted by management.

Uses of funds

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

In 2024, we paid $1.5 billion in dividends on our common and preferred stock. Our common stock dividend payout ratio was 31% for 2024.

In 2024, we repurchased 48.9 million common shares at an average price of $62.70 per common share for a total cost of $3.1 billion.

Liquidity coverage ratio (“LCR”)

U.S. regulators have established an LCR that requires certain banking organizations, including BNY, 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.

The following table presents BNY’s consolidated HQLA at Dec. 31, 2024, and the average HQLA and average LCR for the fourth quarter of 2024.

Consolidated HQLA and LCRDec. 31, 2024Sept. 30, 2024
(dollars in billions)
Cash (a)$89$102
Securities (b)9397
Total consolidated HQLA (c)$182$199
Total consolidated HQLA – average (c)$187$193
Average consolidated LCR115%116%

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

(b)    Primarily includes securities of U.S. government-sponsored enterprises, U.S. Treasury, sovereigns and U.S. agencies.

(c)    Consolidated HQLA presented before adjustments. After haircuts and the impact of trapped liquidity, consolidated HQLA totaled $129 billion at Dec. 31, 2024 and $135 billion at Sept. 30, 2024, and averaged $128 billion for the fourth quarter of 2024 and $131 billion for the third quarter of 2024.

BNY and each of our affected domestic bank subsidiaries were compliant with the U.S. LCR requirements of at least 100% throughout 2024.

38 BNY

Results of Operations (continued)

Net stable funding ratio (“NSFR”)

The NSFR is a liquidity requirement applicable to large U.S. banking organizations, including BNY. The NSFR is expressed as a ratio of the available stable funding to the required stable funding amount over a one-year horizon. Our average consolidated NSFR was 132% for the fourth quarter of 2024 and third quarter of 2024.

BNY and each of our affected domestic bank subsidiaries were compliant with the NSFR requirement of at least 100% throughout the fourth quarter of 2024.

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 provided by operating activities was $687 million in 2024, compared with $5.9 billion in 2023. In 2024, net cash provided by operating activities primarily resulted from earnings, partially offset by

changes in trading assets and liabilities. In 2023, net cash provided by operating activities primarily resulted from earnings and changes in accruals and other, net.

Net cash used for investing activities was $9.5 billion in 2024, compared with $5.8 billion in 2023. In 2024, net cash used for investing activities primarily reflects changes in federal funds sold and securities purchased under resale agreements, a net increase in the securities portfolio and the net change in loans, partially offset by changes in interest-bearing deposits with the Federal Reserve and other central banks. In 2023, net cash used for investing activities primarily reflects changes in interest-bearing deposits with the Federal Reserve and other central banks and changes in federal funds sold and securities purchased under resale agreements, partially offset by a net decrease in the securities portfolio.

Net cash provided by financing activities was $6.3 billion in 2024, compared with net cash used for financing activities of $3.5 billion in 2023. In 2024, net cash provided by financing activities primarily reflects changes in deposits and issuances of long-term debt, partially offset by repayments of long-term debt and common stock repurchases. In 2023, net cash used for financing activities primarily reflects repayments of long-term debt, changes in payables to customers and broker-dealers and common stock repurchases, partially offset by issuances of long-term debt and changes in deposits.

Capital

Capital data(dollars in millions, except per share amounts; common shares in thousands)20242023
At Dec. 31:
BNY shareholders’ equity to total assets ratio9.9%9.9%
BNY common shareholders’ equity to total assets ratio8.9%8.9%
Total BNY shareholders’ equity$41,318$40,770
Total BNY common shareholders’ equity$36,975$36,427
BNY tangible common shareholders’ equity – Non-GAAP (a)$19,412$19,174
Book value per common share$51.52$47.97
Tangible book value per common share – Non-GAAP (a)$27.05$25.25
Closing stock price per common share$76.83$52.05
Market capitalization$55,139$39,524
Common shares outstanding717,680759,344
Full-year:
Cash dividends per common share$1.78$1.58
Common dividend payout ratio31%41%
Common dividend yield2.3%3.0%

(a)    See “Supplemental Information – Explanation of GAAP and Non-GAAP financial measures” beginning on page 115 for the reconciliation of these Non-GAAP measures.

BNY 39

Results of Operations (continued)

The Bank of New York Mellon Corporation’s total shareholders’ equity increased to $41.3 billion at Dec. 31, 2024 from $40.8 billion at Dec. 31, 2023. The increase primarily reflects earnings and an increase in additional paid-in capital, partially offset by common stock repurchases and dividend payments.

The unrealized loss (after-tax) on our available-for-sale securities portfolio, net of hedges, included in accumulated other comprehensive income was $1.2 billion at Dec. 31, 2024, compared with $1.6 billion at Dec. 31, 2023. The improvement in the net unrealized loss, including the impact of related hedges, primarily reflects securities moving closer to maturity.

We repurchased 48.9 million common shares at an average price of $62.70 per common share for a total of $3.1 billion in 2024.

In January 2023, we announced a share repurchase program approved by our Board of Directors providing for the repurchase of up to $5.0 billion of common shares beginning Jan. 1, 2023. This new share repurchase plan replaced all previously authorized share repurchase plans.

In April 2024, we announced a new authorization providing for the repurchase of $6.0 billion of common shares in addition to any remaining capacity under the existing January 2023 authorization.

In July 2024, our Board of Directors approved a 12% increase in the quarterly cash dividend on common stock, from $0.42 to $0.47 per share. We began

paying the increased quarterly cash dividend in the third quarter of 2024.

Capital adequacy

Regulators establish certain levels of capital for bank holding companies (“BHCs”) and banks, including BNY and our bank subsidiaries, in accordance with established quantitative measurements. For the Parent to maintain its status as a financial holding company (“FHC”), our U.S. bank subsidiaries and BNY must, among other things, qualify as “well capitalized.” As of Dec. 31, 2024 and Dec. 31, 2023, BNY 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 and Ancillary Regulatory Requirements” and “Risk Factors – Capital and Liquidity 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.”

The U.S. banking agencies’ capital rules are based on the framework adopted by the Basel Committee on Banking Supervision (“BCBS”), as amended from time to time. For additional information on these capital requirements, see “Supervision and Regulation.”

40 BNY

Results of Operations (continued)

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

Consolidated and largest bank subsidiary regulatory capital ratiosDec. 31, 2024Dec. 31, 2023
Well capitalizedMinimum requiredCapital ratiosCapital ratios
(a)
Consolidated regulatory capital ratios: (b)
Advanced Approaches:
CET1 ratioN/A(c)8.5%11.7%11.5%
Tier 1 capital ratio6%1014.414.2
Total capital ratio101215.314.9
Standardized Approach:
CET1 ratioN/A(c)8.5%11.2%11.9%
Tier 1 capital ratio6%1013.714.6
Total capital ratio101214.815.6
Tier 1 leverage ratioN/A(c)45.76.0
SLR (d)N/A(c)56.57.3
The Bank of New York Mellon regulatory capital ratios: (b)(e)
CET1 ratio6.5%7%16.1%16.2%
Tier 1 capital ratio88.516.116.2
Total capital ratio1010.516.316.3
Tier 1 leverage ratio546.36.6
SLR (d)637.68.5

(a)    Minimum requirements for Dec. 31, 2024 include minimum thresholds plus currently applicable buffers. The U.S. global systemically important banks (“G-SIB”) surcharge of 1.5% is subject to change. The countercyclical capital buffer is currently set to 0%. The stress capital buffer (“SCB”) requirement is 2.5%, equal to the regulatory minimum for Standardized Approach capital ratios.

(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.

(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.

(e)    The Bank of New York Mellon’s effective capital ratios under the U.S. capital rules are the lower of the ratios as calculated under the Standardized and Advanced Approaches, which for Dec. 31, 2024 was the Standardized Approach for the CET1 and Tier 1 capital ratios and the Advanced Approaches for the Total capital ratio, and for Dec. 31, 2023 was the Advanced Approaches.

N/A - Not applicable.

Our CET1 ratio determined under the Standardized Approach was 11.2% at Dec. 31, 2024 and 11.5% at Dec. 31, 2023 under the Advanced Approaches. The decrease was primarily driven by capital returned through common stock repurchases and dividends and higher RWAs, partially offset by capital generated through earnings.

The Tier 1 leverage ratio was 5.7% at Dec. 31, 2024, compared with 6.0% at Dec. 31, 2023. The decrease was driven by higher average assets, partially offset by an increase in capital.

Risk-based capital ratios vary depending on the size of the balance sheet at period end and the levels and types of investments in assets, and leverage ratios vary based on the average size of the balance sheet over the quarter. 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.

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 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.

Under the Advanced Approaches, 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

BNY 41

Results of Operations (continued)

result external losses have impacted and could in the future impact the amount of capital that we are required to hold.

The following table presents our capital components and RWAs.

Capital components and risk-weighted assetsDec. 31,
(in millions)20242023
CET1:
Common shareholders’ equity$36,975$36,427
Adjustments for:
Goodwill and intangible assets (a)(17,563)(17,253)
Net pension fund assets(333)(297)
Embedded goodwill(254)(275)
Deferred tax assets(62)(62)
Other(4)(6)
Total CET118,75918,534
Other Tier 1 capital:
Preferred stock4,3434,343
Other(63)(14)
Total Tier 1 capital$23,039$22,863
Tier 2 capital:
Subordinated debt$1,398$1,148
Allowance for credit losses392414
Other(11)(11)
Total Tier 2 capital – Standardized Approach1,7791,551
Excess of expected credit losses10985
Less: Allowance for credit losses392414
Total Tier 2 capital – Advanced Approaches$1,496$1,222
Total capital:
Standardized Approach$24,818$24,414
Advanced Approaches$24,535$24,085
Risk-weighted assets:
Standardized Approach$167,786$156,178
Advanced Approaches:
Credit Risk$90,076$87,223
Market Risk4,8083,380
Operational Risk65,58870,925
Total Advanced Approaches$160,472$161,528
Average assets for Tier 1 leverage ratio$402,069$383,705
Total leverage exposure for SLR$353,523$313,555

(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 generation2024
(in millions)
CET1 – Beginning of period$18,534
Net income applicable to common shareholders of The Bank of New York Mellon Corporation4,336
Goodwill and intangible assets, net of related deferred tax liabilities(310)
Gross CET1 generated4,026
Capital deployed:
Common stock repurchases(3,064)
Common stock dividends (a)(1,348)
Total capital returned(4,412)
Other comprehensive gain (loss):
Unrealized gain on assets available-for-sale429
Foreign currency translation(189)
Unrealized (loss) on cash flow hedges(6)
Defined benefit plans3
Total other comprehensive gain237
Additional paid-in capital (b)413
Other additions (deductions):
Net pension fund assets(36)
Embedded goodwill21
Other(24)
Total other (deductions)(39)
Net CET1 generated225
CET1 – End of period$18,759

(a)    Includes dividend-equivalents on share-based awards.

(b)    Primarily related to stock awards and stock issued for employee benefit plans.

The following table shows the impact on the consolidated capital ratios at Dec. 31, 2024 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 Dec. 31, 2024
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 Approach6bps7bps
Advanced Approaches67
Tier 1 capital:
Standardized Approach68
Advanced Approaches69
Total capital:
Standardized Approach69
Advanced Approaches610
Tier 1 leverage21
SLR32

42 BNY

Results of Operations (continued)

Stress capital buffer

In July 2023, the Federal Reserve announced that BNY’s SCB requirement would remain at 2.5%, equal to the regulatory floor, for the period from Oct. 1, 2023 through Sept. 30, 2024. The SCB replaced the static 2.5% capital conservation buffer for Standardized Approach capital ratios for Comprehensive Capital Analysis and Review (“CCAR”) BHCs. The SCB does not apply to bank subsidiaries, which remain subject to the static 2.5% capital conservation buffer. In August 2024, the Federal Reserve announced that BNY’s SCB requirement would remain at 2.5%, equal to the regulatory floor, for the period from Oct. 1, 2024 through Sept. 30, 2025. See “Supervision and Regulation” for additional information.

The SCB final rule generally eliminates the requirement for prior approval of common stock repurchases in excess of the distributions in a firm’s capital plan, provided that such distributions are consistent with applicable capital requirements and buffers, including the SCB.

Total Loss-Absorbing Capacity (“TLAC”)

The following summarizes the minimum requirements for BNY’s external TLAC and external long-term debt (“LTD”) ratios, plus currently applicable buffers.

As a % of RWAs (a)As a % of total leverage exposure
Eligible external TLAC ratiosRegulatory 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 anyRegulatory minimum of 7.5% plus a buffer (c) equal to 2%
Eligible external LTD ratiosRegulatory 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 the Standardized Approach 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 LTD issued by it that has a remaining term to maturity of at least one year and satisfies certain other conditions. Eligible LTD consists of the unpaid principal balance of eligible unsecured debt securities, subject to haircuts for amounts due to be paid within two years, that 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 ratiosDec. 31, 2024
Minimum requiredMinimum ratios with buffers
Ratios
Eligible external TLAC:
As a percentage of RWA18.0%21.5%30.2%
As a percentage of total leverage exposure7.5%9.5%14.3%
Eligible external LTD:
As a percentage of RWA7.5%N/A15.3%
As a percentage of total leverage exposure4.5%N/A7.3%

N/A – Not applicable.

If BNY 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 and eligible retained income.

BNY 43

Results of Operations (continued)

Issuer purchases of equity securities

Share repurchases – fourth quarter of 2024Total shares repurchased as part of a publicly announced plan or programMaximum approximate dollar value of shares that may yet be purchased under the publicly announced plans or programs at Dec. 31, 2024
(dollars in millions, except per share amounts; common shares in thousands)Total shares repurchasedAverage price per share
October 20243,087$76.393,087$5,846
November 20244,65478.114,6545,483
December 20241,85781.161,8575,332
Fourth quarter of 2024 (a)9,598$78.159,598$5,332(b)

(a)    Includes 40 thousand shares repurchased at a purchase price of $3 million from employees, primarily in connection with the employees’ payment of taxes upon the vesting of restricted stock. The average price of open market share repurchases was $78.15.

(b)    Represents the maximum value of the shares to be repurchased under the share repurchase plan and includes shares repurchased in connection with employee benefit plans.

In January 2023, we announced a share repurchase program approved by our Board of Directors providing for the repurchase of up to $5.0 billion of common shares beginning Jan. 1, 2023. This new share repurchase plan replaced all previously authorized share repurchase plans.

In April 2024, we announced a new authorization providing for the repurchase of $6.0 billion of common shares in addition to any remaining capacity under the existing January 2023 authorization.

Share repurchases may be executed through open market repurchases, in privately negotiated transactions or by other means, including through repurchase plans designed to comply with Rule 10b5-1 and other derivative, accelerated share repurchase and other structured transactions. The timing and exact amount of any common stock repurchases will depend on various factors, including market conditions and the common stock trading price; the Company’s capital position, liquidity and financial performance; alternative uses of capital; and legal and regulatory limitations and considerations.

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.

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 into account the potential variability of market liquidity; and

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

See Note 23 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)2024Dec. 31, 2024
(in millions)AverageMinimumMaximum
Interest rate$2.7$1.9$4.6$2.6
Foreign exchange2.21.63.02.0
Equity0.11.00.1
Credit1.30.91.91.5
Diversification(4.4)N/MN/M(4.8)
Overall portfolio1.91.43.01.4

44 BNY

Results of Operations (continued)

VaR (a)2023Dec. 31, 2023
(in millions)AverageMinimumMaximum
Interest rate$3.2$1.9$7.6$2.6
Foreign exchange2.92.05.72.9
Equity0.21.50.1
Credit1.50.73.51.3
Diversification(5.0)N/MN/M(4.7)
Overall portfolio2.81.38.92.2

(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 are predominantly driven by interest rate levels. These instruments include, but are not limited to, U.S. Treasury securities, 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 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 are predominantly driven by credit spread levels, i.e., idiosyncratic default risk. These instruments include, but are not limited to, single issuer credit default swaps, and securities with exposures from corporate and municipal credit spreads.

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 2024, interest rate risk generated 43% of average gross VaR, foreign exchange risk generated 35% of average gross VaR, equity risk generated 1% of average gross VaR and credit risk generated 21% of average gross VaR. During 2024, our daily trading loss exceeded our calculated VaR amount of the overall portfolio on only one occasion.

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)Dec. 31, 2024Sept. 30, 2024June 30, 2024March 31, 2024Dec. 31, 2023
Revenue range:Number of days
Less than $(2.5)2
$(2.5) – $022213
$0 – $2.5121881918
$2.5 – $5.02627343025
More than $5.02417191215

(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 income.

Trading assets include debt and equity instruments and derivative assets, primarily foreign exchange and interest rate contracts, not designated as hedging instruments. Trading assets were $14.0 billion at Dec. 31, 2024 and $10.1 billion at Dec. 31, 2023.

Trading liabilities include debt and equity instruments and derivative liabilities, primarily foreign exchange and interest rate contracts, not designated as hedging instruments. Trading liabilities were $4.9 billion at Dec. 31, 2024 and $6.2 billion at Dec. 31, 2023.

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

BNY 45

Results of Operations (continued)

At Dec. 31, 2024, our OTC derivative assets, including those in hedging relationships, of $3.7 billion included a credit valuation adjustment (“CVA”) deduction of $11 million. Our OTC derivative liabilities, including those in hedging relationships, of $2.9 billion included a debit valuation adjustment (“DVA”) of $7 million related to our own credit spread. Net of hedges, the CVA increased by less than $1 million and the DVA decreased by less than $1 million in 2024, which decreased other trading revenue by $1 million in 2024. During 2024, no realized loss was charged off against CVA reserves.

At Dec. 31, 2023, our OTC derivative assets, including those in hedging relationships, of $2.3 billion included a CVA deduction of $16 million. Our OTC derivative liabilities, including those in hedging relationships, of $3.8 billion included a DVA of $4 million related to our own credit spread. Net of hedges, the CVA increased by $1 million and the DVA increased by $1 million in 2023, which increased other trading revenue by less than $1 million in 2023. During 2023, no realized loss was charged off against CVA reserves.

The table below summarizes our exposure, net of collateral related to our derivative counterparties, as determined on an internal risk management basis. Significant changes in counterparty credit ratings could alter the level of credit risk faced by BNY.

Foreign exchange and other trading counterparty risk rating profile
Dec. 31, 2024Dec. 31, 2023
(dollars in millions)Exposure, net of collateralPercentage of exposure, net of collateralExposure, net of collateralPercentage of exposure, net of collateral
Investment grade$3,20198%$2,06295%
Non-investment grade762%1035%
Total$3,277100%$2,165100%

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 income between a baseline scenario and hypothetical interest rate scenarios. Interest rate sensitivity is quantified by calculating the change in pre-tax net interest income between the scenarios over a 12-month measurement period.

The baseline scenario incorporates the market’s forward rate expectations and management’s assumptions regarding client deposit rates, credit spreads, changes in the prepayment behavior of loans and securities and the impact of derivative financial instruments used for interest rate risk management purposes as of each respective quarter-end. 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. Client deposit levels and mix are key assumptions impacting net interest income in the baseline as well as the hypothetical interest rate scenarios. The earnings simulation model assumes static deposit levels and mix, and it also assumes that no management actions will be taken to mitigate the effects of interest rate changes. Typically, the baseline scenario uses the average deposit balances of the quarter.

In the table below, we use the earnings simulation model to assess the impact of various hypothetical interest rate scenarios compared to the baseline scenario. In each of the scenarios, all currencies’ interest rates are instantaneously shifted higher or lower at the start of the forecast. Long-term interest rates are defined as all tenors equal to or greater than three years and short-term interest rates are defined as all tenors equal to or less than three months. Interim term points are interpolated where applicable. The impact of interest rate shifts may not be linear. The results of this earnings simulation should therefore not be extrapolated for more severe interest rate scenarios than those presented in the table below.

46 BNY

Results of Operations (continued)

The following table shows net interest income sensitivity for BNY.

Estimated changes in net interest income (in millions)Dec. 31, 2024Sept. 30, 2024Dec. 31, 2023
Up 100 bps rate shock vs. baseline$125$190$254
Long-term up 100 bps, short-term unchanged8813071
Short-term up 100 bps, long-term unchanged3760183
Long-term down 100 bps, short-term unchanged(90)(139)(73)
Short-term down 100 bps, long-term unchanged(104)(124)(270)
Down 100 bps rate shock vs. baseline(194)(263)(343)

At Dec. 31, 2024, the changes in the impacts of a 100 basis point upward or downward shift in rates on net interest income compared with Sept. 30, 2024 were primarily driven by an increase in fixed-rate assets and floating rate liabilities.

While the net interest income sensitivity scenario calculations assume static deposit balances to facilitate consistent period-over-period comparisons, net interest income is impacted by changes in deposit balances and interest rate trajectory. Noninterest-bearing deposits are particularly sensitive to changes in short-term rates.

To illustrate the net interest income sensitivity to non-interest-bearing deposits, we estimate that a $5 billion instantaneous reduction/increase in U.S. dollar-denominated noninterest-bearing deposits would reduce/increase the net interest income sensitivity results in the up 100 basis point rate shock scenario in the table above by approximately $260 million, and in the down 100 basis point rate shock scenario by approximately $160 million. The impact would be smaller if the reduction/increase was assumed to be a mixture of interest-bearing and noninterest-bearing deposits.

Additionally, during periods of low short-term interest rates, money market mutual fund fees and other similar fees are typically waived to protect investors from negative returns.

For a discussion of factors impacting the growth or contraction of deposits, see “Risk Factors – Capital and Liquidity Risk – Our business, financial condition and results of operations could be adversely

affected if we do not effectively manage our liquidity.”

We also project future cash flows from our assets and liabilities over a long-term horizon and then discount these cash flows using instantaneous parallel shocks to prevailing interest rates. This measure reflects the structural balance sheet interest rate sensitivity by discounting all future cash flows. The aggregation of these discounted cash flows is the economic value of equity (“EVE”). The following table shows how EVE would change in response to changes in interest rates.

Estimated changes in EVEDec. 31, 2024
Rate change:
Up 200 bps vs. baseline(1.9)%
Up 100 bps vs. baseline%
Down 100 bps vs. baseline(0.7)%
Down 200 bps vs. baseline(2.4)%

The asymmetrical accounting treatment of the impact of a change in interest rates on our balance sheet may create a situation in which an increase in interest rates can adversely affect reported equity and regulatory capital, even though economically there may be no impact on our economic capital position. For example, an increase in rates will result in a decline in the value of our available-for-sale securities portfolio. In this example, there is no corresponding change on our fixed liabilities, even though economically these liabilities are more valuable as rates rise.

These results do not reflect strategies that management could employ to limit the impact as interest rate expectations change.

To manage foreign exchange risk, we fund foreign currency-denominated assets with liability instruments denominated in the same currency. We utilize various foreign exchange contracts if a liability denominated in the same currency is not available or desired, and to minimize the earnings impact of translation gains or losses created by investments in foreign markets. We use forward foreign exchange contracts to protect the value of our net investment in foreign operations. At Dec. 31, 2024, net investments in foreign operations totaled $14 billion and were spread across 19 foreign currencies.

BNY 47

Risk Management

Overview

BNY plays a vital role in the global financial markets, and effective risk management is critical to our success. BNY operates under the Enterprise Risk Management Framework (“risk management framework”) which is the foundation of our risk management approach. Risk management begins with a strong risk culture, and we reinforce our culture through principle-based policies including the Code of Conduct, which are grounded in our core values of passion for excellence, integrity, strength in diversity and courage to lead.

These values are critical to our success. They not only explain what we stand for and our shared culture, but also help us to think and act globally. They serve as a representation of the promises we have made to our clients, communities, shareholders and each other.

BNY’s Risk Identification process is a core component of BNY’s risk framework and is the foundation for understanding and managing risk. We utilize a common risk language, our Risk Taxonomy, to identify risks across our six primary risk categories: Operational Risk, Market Risk, Credit Risk, Liquidity Risk, Model Risk and Strategic Risk. Quarterly, the Company engages in a process designed to document identification and assessment of its risks, and to determine the set of risks material to BNY. Outputs from the Risk Identification process inform elements of our risk framework such as our Risk Appetite as well as Enterprise-wide Stress Testing and Capital Planning.

BNY’s Risk Appetite expresses the level of risk we are willing to tolerate to meet our strategic objectives in a manner that balances risk and reward while considering our risk capacity and maintaining a balance sheet that remains resilient throughout market cycles. This guides BNY’s risk-taking activities and informs key decision-making processes, including the manner by which we pursue our business strategy and the methods by which we manage risk. The Risk Appetite Statement and associated key risk metrics to monitor our risk profile are updated and approved by the Risk Committee of the Board at least annually.

BNY conducts Enterprise-wide Stress Testing as part of its Internal Capital Adequacy Assessment Process in accordance with CCAR, and as required by the enhanced prudential standards issued pursuant to the

Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Enterprise-wide Stress Testing considers the Company’s lines of business, products, geographic areas and risk types incorporating the results from underlying models and projections for a range of stress scenarios. Additional details on Capital Planning and Stress Testing are included in “Supervision and Regulation.”

Three Lines of Defense

BNY’s three lines of defense model is a critical component of our risk management framework to clarify roles and responsibilities across the organization.

BNY’s first line of defense includes senior management and business and corporate staff, excluding management and employees in Risk Management, Compliance and Internal Audit. Senior management in the first line is responsible for maintaining and implementing an effective risk management framework and appropriately managing risk consistent with its strategy and risk tolerance, including establishing clear responsibilities and accountability for the identification, measurement, management and control of risk.

Risk and Compliance is the independent second line of defense, reporting to the Chief Risk Officer. The Chief Risk Officer reports to both the Chief Executive Officer and the Risk Committee of the Company’s Board of Directors. Risk and Compliance is responsible for establishing policies, expectations and guidance for managing risk at BNY while also independently monitoring, reviewing and challenging the first line. To facilitate the comprehensive global application of consistent standards for each risk or compliance topic, independent oversight is provided by Risk and Compliance across three perspectives – lines of business; legal entities; and enterprise-wide risk and compliance disciplines.

Internal Audit is BNY’s third line of defense and serves as an independent, objective assurance function that reports directly to the Audit Committee of the Company’s Board of Directors. It assists the Company in accomplishing its objectives by bringing a systematic, disciplined, risk-based approach to evaluate and improve the effectiveness of the Company’s risk management, control and governance processes. The scope of Internal Audit’s work

48 BNY

Risk Management (continued)

includes the review and evaluation of the adequacy, effectiveness and sustainability of risk management

procedures, internal control systems, information systems and governance processes.

Governance

BNY’s management is responsible for execution of the Company’s risk management framework and the governance structure that supports it, with oversight provided by BNY’s Board of Directors through two key Board committees: the Risk Committee and the Audit Committee.

A summary of the governance structure is provided below.

BNY Board of Directors
Risk CommitteeAudit Committee
Senior Risk and Control Committee (“SRCC”)
Column 1Column 2Column 3Column 4Column 5
•Anti-Money Laundering Oversight Committee•Asset Liability Committee•Balance Sheet Risk Committee•Business Risk Committees•Compliance and Ethics Oversight Committee•Contract Management Committee•Credit Portfolio Management Committees•Enterprise Insider Threat Steering Committee•Enterprise Risk Committee•International Senior Risk and Control Committee•Operational Risk Committee•Product Approval and Review Committee•Regulatory Oversight Committee•Resolvability Steering Committee•Technology Risk Committee

The Risk Committee is comprised entirely of independent directors and meets on a regular basis to review and assess the control processes with respect to the Company’s inherent risks. It also reviews and assesses the Company’s risk management policies and practices. The roles and responsibilities of the Risk Committee are described in more detail in its charter, a copy of which is available on our website, www.bny.com.

The Audit Committee is also comprised entirely of independent directors. The Audit Committee meets on a regular basis to perform an oversight review of the integrity of the financial statements and financial reporting process, compliance with legal and regulatory requirements, the Company’s independent registered public accountant’s qualifications and independence, and the performance of our internal audit function and the independent registered public accountant. The Audit Committee also reviews management’s assessment of the adequacy of internal controls. The functions of the Audit Committee are described in more detail in its charter, a copy of which is available on our website, www.bny.com.

The SRCC is the most senior management level risk governance group at the Company and is responsible for oversight of all Risk Management, Compliance & Ethics activities and processes, including the Enterprise Risk Management Framework. The committee is chaired by the Chief Risk Officer and its members include the Chief Financial Officer, Chief Information Officer, Global Head of Engineering and General Counsel.

Subcommittees of the SRCC include:

•Anti-Money Laundering Oversight Committee: Oversees the systems and controls relating to all aspects of anti-money laundering and terrorist financing compliance (including Know Your Customer, suspicious activity reporting and sanctions) within the Company.

•Asset Liability Committee (“ALCO”): The senior management committee responsible for balance sheet oversight, including capital, liquidity and interest rate risk management.

BNY 49

Risk Management (continued)

•Balance Sheet Risk Committee (the “BSRC”): Reviews and receives escalation relating to balance sheet risk management frameworks associated with the assets, liabilities and capital of the Company. There is a focus on treasury risk topics, including matters related to liquidity risk, capital management, investment portfolio risk, and interest rate risk in the banking book.

•Business Risk Committees: Review and assess risk and control issues observed from existing business practices or activities or arising from new business practices or activities in our various lines of business and supporting operations.

•Compliance and Ethics Oversight Committee: Provides governance and oversight of the operations of the Compliance and Ethics function and the management and reporting of compliance risk-related issues, as well as Compliance and Ethics processes, policies, procedures and standards.

•Contract Management Committee: The governance and escalation body for the Company’s Customer Contract Management policy and determines the client contract management policies and infrastructure for the Company.

•Credit Portfolio Management Committees: Seven Portfolio Management Committees, governed by the same charter and rules, manage, monitor and review each of Credit Risk’s primary portfolio segments, including underwriting criteria, portfolio limits and composition, risk metrics, concentration, credit strategy, quality and exposure, stress test outcomes and wrong way risk.

•Enterprise Insider Threat Steering Committee: Provides enterprise-wide governance and oversight related to the Enterprise Insider Threat Program and related initiatives, as well as provides visibility to senior leadership related to the enterprise risk profile as it relates to insider threat risks.

•Enterprise Risk Committee: Oversees the Enterprise Risk Management Framework and related activities, including comprehensive discussions, deliberations and collaboration on material and emerging risks, limit setting, risk reporting, issue management, escalation and relevant decision-making.

•International Senior Risk and Control Committee: Provides risk management oversight, and acts as a point of convergence for the coordination, transparency and communication of material issues (live or emerging) across international entities.

•Operational Risk Committee: Oversees the operational risk profile and is responsible for monitoring and managing the appropriateness of the operational risk framework, policy design, adherence tracking and mitigating controls.

•Product Approval and Review Committee: Responsible for reviewing and approving proposals to introduce new and modify or retire existing products.

•Regulatory Oversight Committee: Provides strategic direction, oversight, challenge, and coordination across regulatory remediation initiatives.

•Resolvability Steering Committee: Oversees recovery and resolution planning, including but not limited to the project governance and oversight framework for all recovery and resolution planning requirements in relevant jurisdictions where BNY operates.

•Technology Risk Committee: Oversees the review and assessment of technology risk and control issues observed from existing business practices or activities, or arising from new business practices or activities in our various lines of business and supporting operations so as to assist the Company in managing and monitoring technology risk and control issues.

50 BNY

Risk Management (continued)

Risk Types Overview

The understanding, identification, measurement and mitigation of risk are essential elements for the successful management of BNY. We leverage a comprehensive risk taxonomy to support consistent language for defining and understanding risks. The primary categories in our risk taxonomy are:

Type of riskDescription
OperationalThe risk of loss and/or regulatory, legal or reputational impact resulting from inadequate or failed internal processes, people and systems or from external events. Operational risk includes risks, such as compliance and financial crimes, technology risks and third party risks.
MarketThe risk of financial loss or adverse change to the economic condition of BNY resulting from movements in market risk factors. Market risk factors include, but are not limited to, interest rates, credit spreads, foreign exchanges rates, commodity prices, and equity prices.
CreditCredit risk denotes a broad category of adverse financial outcomes arising from credit events (default, bankruptcy, ratings migration) associated with obligor/counterparty not meeting (inability/unwilling) its contractual obligations. Credit risk is present in the majority of our assets, but primarily concentrated in the loan and securities books, as well as foreign exchange and off-balance sheet exposures such as lending commitments, letters of credit and securities lending indemnifications.
LiquidityThe risk arising from an inability to access funding, convert assets to cash quickly and efficiently, or to roll over or issue new debt, especially during periods of market stress. Liquidity risk includes the inability to access funding sources or manage fluctuations in funding levels. Liquidity risk can arise from cash flow mismatches, market constraints from the inability to convert assets to cash, the inability to raise cash in the markets, deposit run-off or contingent liquidity events.
ModelThe potential loss arising from incorrectly designing/using a model or stress conditions that invalidate the assumptions of a model.
StrategicThe risk arising from the flawed design, decision or implementation of a business strategy, and potential disruption to business strategy by external factors and/or internal decisions. More specifically, the risks arising from adverse business decisions, poor implementation of business decisions or lack of responsiveness to changes in the financial industry and operating environment. Strategic risks may also arise from the acceptance of new businesses, the introduction or modification of products, strategic finance and risk management decisions, business process changes, complex transactions, acquisitions/divestitures/joint ventures and major capital expenditures/investments.

Operational risk

In providing a comprehensive array of products and services, we are exposed to operational risk. Operational risk may result from, but is not limited to, errors related to transaction processing, failure of internal control systems and meeting compliance requirements, fraud by employees or persons outside BNY or business interruption due to system failures or other events. Operational risk may also include breaches of our technology and information systems resulting in unauthorized access to confidential information or from internal or external threats, such as cyberattacks. Operational risk also includes potential legal or regulatory actions that could arise. In the case of an operational event, we could suffer financial losses as well as reputational damage.

To address these risks, we maintain comprehensive policies and procedures and an internal control framework designed to provide a sound operational environment. These controls have been designed to manage operational risk at appropriate levels given

our financial strength, the business environment and markets in which we operate, and the nature of our businesses, and considering factors such as competition and regulation.

The organizational framework for operational risk is based upon a strong risk culture that incorporates both governance and risk management activities comprising:

•Accountability of Businesses – Business managers are responsible for maintaining an effective system of internal controls commensurate with the business risk profiles and in accordance with BNY policies and procedures.

•Operational Risk Management is the independent second line function responsible for developing risk management policies and tools for assessing, measuring, monitoring and managing operational risk for BNY. The primary objectives of the Operational Risk Management Framework are to promote effective risk management, identify emerging risks and drive improvement in controls and to reduce operational risk. The Operational

BNY 51

Risk Management (continued)

Risk Management function includes independent operational risk oversight of all lines of business and functions, as well as specialist oversight of areas such as data risk, fraud risk, and third party risk.

•Technology risk is a subset of operational risk. Technology Risk Management is part of the second line of defense risk function providing oversight over technology risks in an effort to improve the likelihood that technology risks are identified, considered, and managed effectively against the stated risk appetite of the Company. Technology Risk Management is responsible for developing risk management policies and tools in an effort to identify and manage risks across cyber, infrastructure, applications, and resiliency and is responsible for confirming such policies and tools are well understood by the first line of defense. Further, Technology Risk Management oversees the risk reporting process through our governance and that the risks are managed within our defined risk appetite and risk management framework. Technology Risk Management uses its expertise in engaging in centralized activities and capabilities, and data-driven methodologies. Additionally, Technology Risk Management acts as a catalyst to drive the development of global technology policies, key controls, and methods to assess, measure, and monitor information and technology risk for BNY. The function also conducts integrated independent assessments on multiple cyber and digital initiatives within the Company and works to drive better understanding and a more accurate assessment of technology risks.

•Operational resiliency is a strategic priority for the Company. Foundational to our enterprise resiliency strategy is the Business Services Framework, governed by the first line Enterprise Resiliency Office, with second line oversight from Resiliency Risk Management. First line business management is accountable for maintaining effective resiliency capabilities under this framework, while Engineering and Operations are responsible for successful execution in coordination with the business. Elements of the resiliency strategy include the Business Services Framework, management of technology assets, Incident and Crisis Management, as well as Disaster Recovery Testing and Business Continuity capabilities. We are also focused on the resiliency capabilities of

our third-party service providers. These processes are intended to position the Company to continuously deliver services to our clients through our ability to prevent, respond to and recover from business disruptions and threats.

•Compliance and financial crimes risk is also a subset of operational risk with second line Compliance and Ethics and Financial Crime Compliance teams. Compliance and financial crimes risk is defined as the risk of legal or regulatory sanctions, material financial loss, or a financial institution’s reputational loss as a result of its failure to comply with laws, regulations, rules, related self-regulatory organizational standards, and codes of conduct or organizational standards of practice. We seek to comply with all obligations through a comprehensive, integrated Compliance and Ethics Management Framework.

Market risk

Our business activity tends to minimize outright our direct exposure to market risk, with such risk primarily limited to market volatility from trading activity in support of clients. More significant market risk is assumed in the form of interest rate and credit spread risk within the investment portfolio as a means for asset/liability management and net interest income generation, and also through the interest rate risk associated with BNY’s balance sheet position which is sensitive to adverse movements in interest rates.

The Company has indirect market risk exposure associated with the change in the value of financial collateral underlying securities financing and derivatives positions. The Collateral Margin Review Committee reviews and approves the standards for collateral received or paid in respect of collateralized derivative agreements and securities financing transactions. The Markets business monitors its market risk through a variety of metrics including trading VaR and trading stressed VaR. Finally, the Risk Quantification Review Group reviews back-testing results for the Company’s VaR model.

Credit risk

We extend direct credit in order to foster client relationships and as a method by which to generate interest income from the deposits that result from business activity. We extend and incur intraday credit exposure in order to facilitate our various processing activities.

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Risk Management (continued)

To balance the value of our activities with the credit risk incurred in pursuing them, we set and monitor internal credit limits for activities that entail credit risk, most often on the size of the exposure and the quality of the counterparty. For credit exposures driven by changing market rates and prices, exposure measures include an add-on for such potential changes.

We manage credit risk exposure at a counterparty, industry, country and portfolio level. Credit risk exposure at the counterparty level is managed through our credit approval framework and involves four approval levels up to and including the Chief Risk Officer of the Company. The requisite approvals are based upon the size and relative risk of the aggregate exposure under consideration. The Credit Risk Group is responsible for approving the size, terms and maturity of all credit exposures proposed by the business, as well as the ongoing monitoring of the creditworthiness of the counterparty. In addition, it is responsible for challenging and approving the internal risk ratings on each exposure.

The calculation of a fundamental credit measure is based on a projection of a statistically probable credit loss, used to help determine the appropriate loan loss reserve and to measure customer profitability. Credit loss considers three basic components: the estimated size of the exposure whenever default might occur, the probability of default before maturity and the severity of the loss we would incur, commonly called “loss given default.” Borrowers/counterparties are assigned ratings by the business and reviewed, challenged and approved by the Credit Portfolio Managers on an 18-grade scale, which translate to a scaled probability of default. Additionally, transactions are assigned loss given default ratings (on a 5-grade scale) that reflect the transactions’ structures, including the effects of guarantees, collateral and relative seniority of position.

The Risk Modeling and Analytics Group is responsible for the calculation methodologies and the estimates of the inputs used in those methodologies for the determination of expected loss. These methodologies and input estimates are regularly evaluated for appropriateness and accuracy. As new techniques and data become available, the Risk Modeling and Analytics Group incorporates, where appropriate, those techniques or data.

BNY seeks to limit both on- and off-balance sheet credit risk through prudent underwriting and the use of capital only where risk-adjusted returns warrant. We seek to manage risk and improve our portfolio diversification through syndications, asset sales, credit enhancements and active collateralization and netting agreements. In addition, we have a separate Credit Risk Review Group, which is an independent group within Internal Audit, composed of experienced loan review officers who perform timely reviews of the loan files and credit ratings assigned to the loans.

Liquidity risk

Adequate liquidity is vital to BNY’s ability to process payments as well as settle and clear transactions on behalf of clients. The Company’s liquidity position can be affected by multiple factors, including funding mismatches, market conditions that impact our ability to convert our investment portfolio to cash, inability to issue debt or roll over funding, run-off of core deposits, and contingent liquidity events such as additional collateral posting requirements. Additionally, a downgrade in our credit rating cannot only lead to an outflow of deposits, which are a major source of our funding, but also increase our margin requirements on secured transactions and have a broader adverse impact on our overall brand that may further impair our ability to refinance maturing liabilities. Changes in economic conditions or exposure to other risks can also affect our liquidity.

The Board of Directors approves liquidity risk tolerance and is responsible for oversight of liquidity risk management of the Company. ALCO provides governance for the appropriate execution of Board-approved strategies, policies and procedures for managing liquidity. Senior management is responsible for executing those Board-approved strategies, policies and procedures for managing liquidity which ALCO oversees, as well as regularly reporting the liquidity position of the Company to the Board of Directors. The BSRC provides governance over independent risk oversight of liquidity risks, and oversees the establishment of control frameworks.

BNY actively manages and monitors its cash position, quality of the investment portfolio, intraday liquidity positions and potential liquidity needs in order to support the timely payment and settlement of obligations under both normal and stressed conditions. The Company uses a range of stress testing measures in connection with its efforts to

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Risk Management (continued)

maintain sufficient liquidity relative to risk appetite, including the Liquidity Coverage Ratio and Internal Liquidity Stress Testing.

Model risk

Models support our infrastructure for managing risk. Among their functions, models help us value securities, rate the quality of an obligor’s credit, establish capital needs and monitor liquidity trends. Model failure might stem from faulty design, misuse, or environmental conditions that invalidate our assumptions. When this happens, the Company could be exposed to losses and other adverse consequences resulting from operational, market, credit and liquidity risk, as well as reputational harm. We aim to maintain a low-risk environment.

BNY’s processes are designed to identify the conditions under which model risk incidents could occur and to establish controls that are designed to minimize or prevent loss in case of such an event. These processes include enforcement of standards for developing models, a process to validate new models, change controls for existing models, and a monitoring system to assess performance throughout a model’s life.

When evaluating the degree of model risk, we consider multiple dimensions, including the quality of design, the robustness of controls, and indications of underperformance. Based on these measures, we create an overall metric that is intended to measure the health of the Company’s modeling environment and set thresholds around it. This allows us to manage model risk, not only at the level of the individual model, but also in aggregate, across all the Company’s businesses.

Strategic risk

Our strategy includes, but is not limited to, improving organic growth across our businesses, delivering quality solutions and evolving our operating model. Successful realization of our strategy requires that we provide expertise, insight and market-leading and technology-enabled products and services that drive economies of scale. Additionally, it requires attracting, developing and retaining highly talented people capable of executing our strategy, while safeguarding our financial profile. Failure to achieve these objectives may negatively impact both our growth strategy and our ability to service our existing

clients, resulting in potential financial loss or litigation.

The markets in which we and our clients operate can evolve quickly. The introduction of new or disruptive technologies, geopolitical events and economic slowdowns are examples of factors that can create market uncertainty. Failure to anticipate or participate in transformational change within a given market or appropriately and promptly react to market conditions or client preferences could result in poor strategic positioning and potential negative financial impact. While it is essential that we continue to innovate and respond to changing markets and client demand, we strive to do so in a manner that does not adversely affect our financial position or compromise our fundamental business strategy.

Other Risk Considerations

In addition to the primary risk categories and sub-categories noted above, we consider risks that have significance and may manifest across multiple categories of risk. These risk considerations include data risk, fraud risk, third party risk, environmental, social and governance risk, reputational risk and geopolitical and country risk.

Data risk

We are exposed to data management risk when we fail to consistently manage and control our data assets through the entire lifecycle, including managing the production, confidentiality, quality, integrity, availability, and retention of data information.

Our risk management approach considers data risks within our business activities. Our Data Management Framework and supporting policies address management of data in key areas of data architecture, data governance, data quality management, data protection, data usage and ethics.

Emphasis is placed on data quality through data policies, regular quality assessments, and continuous improvement programs aimed at enhancing data integrity. The data architecture must be resilient and scalable to support the complex and evolving needs of the business. Efforts are made to strengthen the control environment in mitigating data management risks, aiming to achieve a higher data maturity level which enables the integration of innovative data solutions.

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Risk Management (continued)

We also consider data risks in the execution of our business objectives and processes, including the development of new products and services, including AI applications. We remain committed to increasing the effectiveness of our data management practices which are designed to enable us to deliver products and services to our clients across the investment lifecycle.

Fraud risk

Fraud risk, the risk associated with an internal or external party deliberately performing an activity that relies on deception to achieve financial gain to the detriment of BNY or its clients or affiliated or related parties, is an inherent risk as part of our business. As part fraud prevention, we utilize tools which include culture and awareness campaigns, risk identification, risk assessment and risk mitigation which help us understand key fraud risks and controls and to educate employees about the expectations of identifying and reporting fraud attempts in order to protect assets of BNY and its clients.

Third party risk

Third party risk arises from an adverse impact on the Company due to reliance on third parties, including vendors, that provide goods or perform services or other benefits on our behalf or on behalf of our clients. As part of our third-party risk management framework, we identify, evaluate, measure, mitigate, monitor and re-assess risks in an attempt to reduce the likelihood of, and negative impacts from, operational failures throughout the lifecycle of an engagement with a third party.

Environmental, social and governance

We are exposed to environmental, social and governance risks factors that may lead to increased risk levels across one or more enterprise risk categories and may impact our risk management frameworks. For example, climate risks include physical risks from acute and chronic weather-related effects as well as transition risks from changes such as fiscal policy, legislation and regulation, technological development, and investor and customer preference changes. Social and governance risks could also impact our risk categories and risk management frameworks.

These effects may be wide-ranging with potential financial and operational resilience implications that

could negatively impact the Company’s strategic objectives and financial performance, reputation, business operations, ability to service clients and broad stakeholder relationships. Potential risk outcomes include, but are not limited to, adverse publicity, loss of business, financial loss, litigation, employee impacts, and other operational impacts. For example, climate-related impacts have been identified across our credit portfolios, strategic positioning, operational resiliency, and the pace and volume of regulatory change, with the potential for reputational impacts across these areas. Thus, these risk factors are considered when managing risk within appetite and limits across the enterprise risk categories.

Reputational risk

We are exposed to Reputational Risk as a result of negative stakeholder perception which may result from any decision, action, or inaction by BNY, any of our employees, or through other associated parties, such as clients, strategic partners, and third parties. Reputational impacts can result in risks to current or anticipated earnings, capital, liquidity, brand, and enterprise value, and can stem from any line of business, corporate function, legal entity, product, or service.

Geopolitical and country risk

We are exposed to the effects of geopolitical events, including tensions between nations and/or regions that may disrupt the stability of international relations, economies or markets. Geopolitical event risks include wars, trade or territorial disputes, sanctions, cybersecurity conflicts, nuclear advancements, the imposition of tariffs and retaliatory measures, shifts in alliances and government policy changes that impact global systems and stakeholders. These events can affect macroeconomic factors and financial markets which could result in losses to BNY or its clients. We are also exposed to the risks associated with maintaining commercial relationships within or connected to sovereign jurisdictions which, among other things, may not possess: an independent judiciary, a history of political pluralism, robust protections for private property (including intellectual property), traditions of free enterprise or the rule of law, or similar attributes. We monitor geopolitical events to assess and measure the potential impact on BNY.

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Cybersecurity

BNY maintains a broad range of defenses aimed at remaining abreast of and responding to evolving cybersecurity threats impacting the Company, its operations, its clients, its third-party service providers and the broader financial services sector. During 2024, cybersecurity threats did not have a material effect on the Company’s business strategy or operations. However, the financial services sector is prone to cybersecurity threats, and there can be no assurance that the Company will be able to successfully protect its information systems against material cybersecurity incidents in the future. Given the increasing prevalence and severity of cybersecurity incidents affecting financial institutions, other companies and governmental agencies as well as the evolving and adaptive nature of cybersecurity threats, cybersecurity risk management is a priority for the Company that impacts its allocation of resources, operations and risk management strategy. For a further discussion of the various risks related to cybersecurity threats and the potential impact on the Company’s business strategy, results of operations or financial condition, see “Risk Factors – Operational Risk.”

Risk management strategy and procedures

BNY has implemented policies and procedures designed to detect, prevent and respond to malicious and accidental disruptions to the delivery of critical technology services. BNY’s cybersecurity risk management program is embedded in the Company’s three lines of defense model.

As part of its first line of defense, the Company maintains a dedicated Information Security Division (“ISD”), led by the Chief Information Security Officer (the “CISO”), that is responsible for the day-to-day management of risks from cybersecurity threats. ISD’s responsibilities include cybersecurity threat intelligence, incident response and other cybersecurity operations aimed at enabling the Company to identify, assess and manage existing and emerging cybersecurity threats. ISD monitors for potential threats and communicates relevant risks to the CISO and other members of executive management. Additionally, ISD maintains a cybersecurity incident response and reporting process pursuant to which cybersecurity incidents are classified according to their severity based upon an assessment of multiple factors. Certain cybersecurity incidents may activate enterprise-wide resiliency processes, which include, among other things,

escalation through the management and Board committee structures described below. In addition, the Company maintains a preparedness program designed to reinforce cybersecurity risk management practices and compliance with the Company’s policies and procedures. The preparedness program includes mandatory training for all employees, contractors and consultants, enhanced training for those in roles presenting higher risk, calibrated phishing email simulations, distribution of information security awareness materials and cybersecurity event simulation exercises. In addition, the Company leverages both internal and external assessments and engages with third-party assessors, consultants and auditors to evaluate and test its cybersecurity controls and provide guidance on potential improvements, including design and operating effectiveness. The Company has standing arrangements with third parties to assist the Company in identifying, assessing and managing cybersecurity threats, including in connection with risk assessments, penetration testing, legal advice and other aspects of the Company’s cybersecurity risk management and incident response processes.

BNY has a defined third-party governance framework to help manage the risk posed to the Company by the use of third-party service providers. The Company evaluates the risk posed by third-party service engagements based on multiple factors. The Company has protocols that seek to mitigate cybersecurity risks associated with third-party service providers based on the risk level assigned to such third party, which may include mandatory contractual obligations or the implementation of additional controls by the Company and/or the applicable service provider.

ISD is subject to ongoing review and challenge from Technology Risk Management, which is a part of the independent second line of defense risk function. Technology Risk Management, together with the broader Risk & Compliance group, is responsible for and manages the Company’s risk management framework and establishes guidance for ISD and management designed to help identify, assess and manage cybersecurity risk. For more information on how we monitor and manage our risk management framework, see “Risk Management – Overview.”

Internal Audit serves as the third line of defense and provides an independent view on how effectively the organization as a whole manages cybersecurity risk.

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Cybersecurity (continued)

For a further discussion of BNY’s three lines of defense model, see “Risk Management – Three Lines of Defense.”

Risk management oversight and governance

The Company’s management is responsible for assessing and managing the Company’s material risks from cybersecurity threats with oversight provided by the Parent’s Board of Directors and the Board committees. The Risk Committee of the Board has primary responsibility for oversight of the overall operation of the Company’s risk management framework, including policies and practices addressing cybersecurity risk, and is responsible for the oversight of the second line of defense with respect to its cybersecurity risk management responsibilities. The Technology Committee of the Board and the full Board regularly receive reports and briefings from management concerning cybersecurity matters, including any significant changes to the Company’s cybersecurity program. The Company also has protocols for escalating cybersecurity threats and incidents to the Technology Committee of the Board and the full Board. In addition, the Audit Committee monitors and oversees the performance of Internal Audit, including with respect to its cybersecurity risk management responsibilities.

At the management level, the Technology Oversight Committee, which is the senior management committee responsible for the governance and oversight of the Company’s significant technology projects and initiatives, reviews reports from management concerning ISD and is responsible for, among other things, escalating issues, including significant cybersecurity threats and incidents, to the Technology Committee of the Board. The Technology Oversight Committee is chaired by the Chief Information Officer (the “CIO”) and its members include the CISO.

The Technology Risk Committee is the most senior governance committee primarily focused on cybersecurity and technology risk issues and is a part of the second line of defense risk function. It is responsible for, among other things, overseeing and reviewing emerging cybersecurity risks, significant cybersecurity incidents and remediation plans. The Technology Risk Committee receives reports from management and has protocols for escalating certain issues and risks to the SRCC and the Risk Committee of the Board of Directors. The Technology Risk Committee is chaired by the interim Chief Technology Risk Officer. Members include key leaders from the first line of defense, including the CISO.

BNY’s CIO, CISO and interim Chief Technology Risk Officer each have extensive experience in assessing and managing risks from cybersecurity threats. The Company’s CISO joined BNY in 2022 and previously served as head of information security at a Fortune 500 biopharmaceutical company and an information technology company, as well as the Global Chief Technology Officer at a large cybersecurity company. The Company’s CIO joined BNY in September 2024 from a large multinational company, where she was responsible for overseeing information technology and cybersecurity operations. The Company’s interim Chief Technology Risk Officer joined BNY in November 2024 and has previous experience as Global Head of Cyber, Technology and Information Security Risk Management at a global systemically important financial institution and over a decade of experience serving the U.S. intelligence community in a variety of cybersecurity-related positions.

For a further discussion of BNY’s risk management governance structure, see “Risk Management – Governance.”

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Supervision and Regulation

Evolving Regulatory Environment

BNY engages in banking, investment advisory and other financial activities across the globe and is subject to extensive regulation in the jurisdictions in which it operates. Global supervisory authorities generally are charged with ensuring the safety and soundness of financial institutions, protecting the interests of customers, including depositors in banking entities and investors in mutual funds and other pooled vehicles, safeguarding the integrity of securities and other financial markets and promoting systemic resiliency and financial stability in the relevant country. They are not, however, generally charged with protecting the interests of our shareholders or non-depositor creditors. This discussion outlines the material elements of selected laws and regulations applicable to us. The impact of certain other laws and regulations, such as tax law, is discussed elsewhere in this Annual Report. Changes in these standards, or in their application, cannot be predicted, but may have a material effect on our businesses and results of operations.

The financial services industry has been the subject of enhanced regulatory oversight in the past 15 years globally, and this enhanced oversight environment is likely to continue in the future. Our businesses have been subject to a significant number of global reform measures. Moreover, political developments have resulted and may continue to result in legislative and regulatory changes to key aspects of laws and regulations affecting large banking and financial institutions and in laws or regulations relating to sustainability matters.

Enhanced Prudential Standards

The Federal Reserve has adopted rules (“SIFI Rules”) to implement liquidity requirements, capital stress testing and overall risk management requirements affecting U.S. systemically important financial institutions (“SIFIs”). BNY must comply with enhanced liquidity and overall risk management standards, which include maintenance of a buffer of highly liquid assets based on projected funding needs for 30 days. The liquidity buffer is in addition to the rules regarding the LCR and NSFR, discussed below, and is described by the Federal Reserve as being “complementary” to these liquidity standards.

Capital Planning and Stress Testing

Payment of Dividends, Stock Repurchases and Other Capital Distributions

The Parent is a legal entity separate and distinct from its banks and other subsidiaries. Therefore, the Parent primarily relies on dividends, interest, distributions and other payments from its subsidiaries, including extensions of credit from the IHC, to meet its obligations, including its obligations with respect to its securities, and to provide funds for share repurchases and payment of common and preferred dividends to its stockholders, to the extent declared by the Board of Directors. Various federal and state laws and regulations limit the amount of dividends that may be paid to the Parent by our U.S. bank subsidiaries without regulatory consent. If, in the opinion of the applicable federal regulatory agency, a depository institution under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition of the bank, could include the payment of dividends), the regulator may require, after notice and hearing, that the bank cease and desist from such practice. The Federal Reserve, the FDIC and the Office of the Comptroller of the Currency (“OCC,” and together, the “Agencies”) have indicated that the payment of dividends would constitute an unsafe and unsound practice if the payment would reduce a depository institution’s capital to an inadequate level. Moreover, under the Federal Deposit Insurance Act, as amended (the “FDI Act”), an insured depository institution (“IDI”) may not pay any dividends if the institution is undercapitalized or if the payment of the dividend would cause the institution to become undercapitalized. In addition, the Agencies have issued policy statements which provide that FDIC-insured depository institutions and their holding companies should generally pay dividends only out of their current operating earnings.

In general, the amount of dividends that may be paid by our U.S. banking subsidiaries, including to the Parent, is limited to the lesser of the amounts calculated under a “recent earnings” test and an “undivided profits” test. Under the recent earnings test, a dividend may not be paid if the total of all dividends declared and paid by the entity in any calendar year exceeds the current year’s net income combined with the retained net income of the two preceding years, unless the entity obtains prior regulatory approval. Under the undivided profits test,

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Supervision and Regulation (continued)

a dividend may not be paid in excess of the entity’s “undivided profits” (generally, accumulated net profits that have not been paid out as dividends or transferred to surplus). The ability of our U.S. bank subsidiaries to pay dividends to the Parent may also be affected by the capital adequacy standards applicable to those subsidiaries, which include minimum requirements and buffers.

There are also limitations specific to the IHC’s ability to make distributions or extend credit to the Parent. The IHC is not permitted to pay dividends to the Parent if certain key capital or liquidity indicators are breached. Additionally, if our projected financial resources deteriorate so severely that resolution of the Parent becomes imminent, the committed lines of credit provided by the IHC to the Parent will automatically terminate, with all outstanding amounts becoming due.

BNY’s capital distributions are subject to Federal Reserve oversight. The major component of that oversight is the Federal Reserve’s CCAR, implementing its capital plan rule. That rule requires BNY to submit annually a capital plan to the Federal Reserve. We are also required to collect and report certain related data on a quarterly basis to allow the Federal Reserve to monitor progress against the annual capital plan.

On March 4, 2020, the Federal Reserve finalized an SCB rule, which made changes to the capital plan rule. The SCB rule eliminated the quantitative grounds for objection to a firm’s CCAR capital plan and introduced an SCB that became part of quarterly capital requirements of CCAR firms on Oct. 1, 2020. The final rule replaced the 2.5% capital conservation buffer with an SCB requirement for capital ratios under the U.S. capital rules’ standardized approach risk-weightings framework (“Standardized Approach”) that is based on the largest projected decrease in a firm’s CET1 ratio in the nine-quarter CCAR supervisory severely adverse scenario plus four quarters of planned common stock dividends as percentage of RWAs. The SCB is subject to a 2.5% floor. Each CCAR firm, including BNY, will be notified of its SCB by August 31, and the SCB will become effective on October 1 of the applicable calendar year. In June 2024, the Federal Reserve notified BNY that its preliminary SCB requirement would remain at 2.5%, which equals the regulatory floor. The SCB requirement was confirmed via an announcement from the Federal Reserve in August

2024. The SCB rule requires that firms reduce their planned capital actions if those distributions would cause the firm to fall below applicable buffer requirements based on the firm’s own baseline scenario projections and allows firms to increase certain planned capital distributions if they are forecasted to be above capital buffer constraints. The SCB rule also eliminates the requirement for prior approval of capital distributions in excess of the distributions in a firm’s capital plan, provided that such distributions do not cause a breach of the firm’s capital ratios, including applicable buffers. In addition, the SCB rule provides that a firm must receive prior approval for any dividend, stock repurchase or other capital distribution, other than a capital distribution on a newly issued capital instrument, if a firm is required to resubmit its capital plan. In December 2024 and February 2025, the Federal Reserve indicated that it intends to propose changes to the stress test framework during 2025 and, for the 2025 stress test, take steps to reduce the volatility of results and to improve model transparency. See “MD&A – Results of Operations – Capital” for information about our share repurchase program.

To the extent a banking organization’s capital buffer is less than 100% of its applicable buffer requirements, its distributions and discretionary bonus payments are constrained by the amount of the shortfall and its eligible retained income. Under the final rule, eligible retained income is defined as the greater of (i) a banking organization’s net income for the four preceding calendar quarters, net of any distributions and associated tax effects not already reflected in net income, and (ii) the average of a banking organization’s net income over the preceding four quarters. The Federal Reserve made corresponding changes to the definition of “eligible retained income” in the TLAC buffer requirements. For more information on TLAC, see “Total Loss-Absorbing Capacity” below.

Regulatory Stress-Testing Requirements

In addition to the CCAR stress testing requirements, Federal Reserve regulations also include complementary Dodd-Frank Act Stress Tests (“DFAST”). The CCAR and DFAST requirements substantially overlap, and the Federal Reserve implements them at the BHC level on a coordinated basis. Under these DFAST regulations, we are required to undergo an annual regulatory stress test

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Supervision and Regulation (continued)

conducted by the Federal Reserve. The BHC is required to conduct an annual company-run stress test. In addition, The Bank of New York Mellon is required to conduct an annual company-run stress test (although the bank is permitted to combine certain reporting and disclosure of its stress test results with the results of BNY). Results from our annual company-run stress tests are reported to the appropriate regulators and published.

Capital Requirements – Generally

As a BHC, we are subject to U.S. capital rules, administered by the Federal Reserve. Our bank subsidiaries are subject to similar capital requirements administered by the Federal Reserve in the case of The Bank of New York Mellon and by the OCC in the case of our national bank subsidiaries, BNY Mellon, National Association (“BNY Mellon, N.A.”) and The Bank of New York Mellon Trust Company, National Association. These requirements are intended to ensure that banking organizations have adequate capital given the risk levels of their assets and off-balance sheet exposures.

Notwithstanding the detailed U.S. capital rules, the Agencies retain significant discretion to set higher capital requirements for categories of BHCs or banks or for an individual BHC or bank as warranted.

U.S. Capital Rules – Minimum Risk-Based Capital Ratios and Capital Buffers

The U.S. capital rules require banking organizations subject to the advanced approaches risk-weighting framework (the “Advanced Approaches”), such as BNY, to satisfy minimum risk-based capital ratios using both the Standardized Approach and the Advanced Approaches. See “MD&A – Results of Operations – Capital” for details on these requirements. In addition, for CCAR firms, these minimum ratios are supplemented by (i) the SCB (which, for BNY, is 2.5%, as noted), in the case of a firm’s Standardized Approach capital ratios, and (ii) a capital conservation buffer of 2.5%, in the case of a firm’s Advanced Approaches capital ratios. The capital conservation buffer can only be satisfied with CET1 capital.

When systemic vulnerabilities are meaningfully above normal, the SCB and capital conservation buffer may be expanded up to an additional 2.5% through the imposition of a countercyclical capital

buffer. For internationally active banks such as BNY, the countercyclical capital buffer required threshold is a weighted average of the countercyclical capital buffers deployed in each of the jurisdictions in which the bank has private sector credit exposures. The Federal Reserve, in consultation with the OCC and FDIC, has affirmed the current countercyclical capital buffer level for U.S. exposures of 0% and noted that any future modifications to the buffer would generally be subject to a 12-month phase-in period. Any countercyclical capital buffer required threshold arising from exposures outside the U.S. will also generally be subject to a 12-month phase-in period.

For G-SIBs like BNY, the U.S. capital rules’ buffers are also supplemented by a G-SIB risk-based capital surcharge, which is the higher of the surcharges calculated under two methods (referred to as “method 1” and “method 2”). Method 1 is based on the BCBS framework and considers a G-SIB’s size, interconnectedness, cross-jurisdictional activity, substitutability and complexity. Method 2 uses similar inputs but is calibrated to result in significantly higher surcharges and replaces substitutability with a measure of reliance on short-term wholesale funding. The G-SIB surcharge applicable to BNY for 2024 was 1.5%.

U.S. Capital Rules – Deductions from and Adjustments to Capital Elements

The U.S. capital rules provide for a number of deductions from and adjustments to CET1 capital. These include, for example, providing that unrealized gains and losses on all available-for-sale debt securities may not be filtered out for regulatory capital purposes, and the requirement that deferred tax assets dependent upon future taxable income and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1.

In addition, the Agencies adopted a final rule that generally requires certain Advanced Approaches banking organizations, including BNY, to deduct from Tier 2 capital, subject to certain exceptions, direct, indirect and synthetic exposures to covered debt instruments, including TLAC instruments.

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Supervision and Regulation (continued)

U.S. Capital Rules – Advanced Approaches Risk-Based Capital Rules

Under the U.S. capital rules’ Advanced Approaches framework, credit risk-weightings are generally based on risk-sensitive approaches that largely rely on the use of internal credit models and parameters, whereas under the Standardized Approach credit risk-weightings are generally based on supervisory risk-weightings which vary primarily by counterparty type and asset class. BNY is required to comply with Advanced Approaches reporting and public disclosures. For purposes of determining whether we meet minimum risk-based capital requirements under the U.S. capital rules, our CET1 ratio, Tier 1 capital ratio, and total capital ratio is the lower of each ratio as calculated under the Standardized Approach and under the Advanced Approaches framework (based on currently applicable buffers).

U.S. Capital Rules – Standardized Approach

The Standardized Approach calculates risk-weighted assets in the denominator of capital ratios using a broad array of risk-weighting categories that are intended to be risk sensitive. The risk-weights for the Standardized Approach generally range from 0% to 1,250%. Higher risk-weights under the Standardized Approach apply to a variety of exposures, including certain securitization exposures, equity exposures, claims on securities firms and exposures to counterparties on OTC derivatives.

Securities finance transactions, including transactions in which we serve as agent and provide securities replacement indemnification to a securities lender, are treated as repo-style transactions under the U.S. capital rules. The rules do not permit a banking organization to use a simple VaR approach to calculate exposure amounts for repo-style transactions or to use internal models to calculate the exposure amount for the counterparty credit exposure for repo-style transactions under the Standardized Approach (although these methodologies are allowed in the Advanced Approaches). Under the Standardized Approach, a banking organization may use a collateral haircut approach to recognize the credit risk mitigation benefits of financial collateral that secures a repo-style transaction, including an agented securities lending transaction, among other transactions. To apply the collateral haircut approach, a banking organization must determine the

exposure amount and the relevant risk weight for the counterparty and collateral posted.

U.S. Capital Rules – Standardized Approach for Measuring Counterparty Credit Risk Exposures for Derivatives

The Agencies jointly issued the Standardized Approach for Counterparty Credit Risk (“SA-CCR”) in January 2020 amending the U.S. capital rules to implement a modified approach for calculating the exposure amount for derivative contracts. The final rule also incorporates SA-CCR into the determination of exposure amount of derivatives for total leverage exposure under the SLR and the cleared transaction framework under the U.S. capital rules. SA-CCR was implemented in the first quarter of 2022.

U.S. Capital Rules – Leverage Ratios

The U.S. capital rules require a minimum 4% leverage ratio for all banking organizations, as well as a 3% Basel III-based SLR for Advanced Approaches banking organizations, including BNY. Unlike the Tier 1 leverage ratio, the SLR includes certain off-balance sheet exposures in the denominator, including the potential future credit exposure of derivative contracts and 10% of the notional amount of unconditionally cancelable commitments.

The U.S. G-SIBs (including BNY) are subject to an enhanced SLR, which requires us to maintain an SLR of greater than 5% (composed of the current minimum requirement of 3% plus a greater than 2% buffer) and requires bank subsidiaries of those BHCs to maintain at least a 6% SLR in order to qualify as “well capitalized” under the prompt corrective action regulations discussed below.

The Agencies adopted a final rule to exclude certain central bank deposits from the total leverage exposure, the SLR denominator, and related TLAC and LTD measures of custody banks, including BNY and The Bank of New York Mellon. Under the final rule, qualifying central banks include a Federal Reserve Bank, the European Central Bank or a central bank of a member country of the Organisation for Economic Co-operation and Development (“OECD”), provided that an exposure to the OECD member country receives a 0% risk-weighting and the sovereign debt of such country is not, and has not been, in default in the past five years. The central bank deposit exclusion from the SLR denominator

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equals the average daily balance over the applicable quarter of all deposits placed with a qualifying central bank up to an amount equal to the on-balance sheet deposit liabilities that are linked to fiduciary or custodial and safekeeping accounts.

BCBS Revisions to Components of Basel III and U.S. Implementation

In December 2017, the BCBS released revisions to Basel III intended to reduce variability of RWA and improve the comparability of banks’ risk-based capital ratios. In January 2019, the BCBS released revised minimum capital requirements for market risk.

On July 27, 2023, the Federal Reserve, the OCC, and the FDIC proposed for comment substantial revisions to the capital requirements applicable to large banking organizations and to banking organizations with significant trading activity, including BNY, to implement the international capital standards issued by the BCBS. Large banking organizations would be required to calculate risk-based capital ratios under both a new Expanded Risk-based Approach (replacing the current Advanced Approaches framework) and the current Standardized Approach.

The proposal would replace existing models-based Advanced Approaches for calculating RWA for credit risk and operational risk with new standardized approaches that are part of the Expanded Risk-based Approach. The proposed Expanded Risk-based Approach also includes a revised approach to market risk.

The proposal would also indirectly impact several other regulations, including the requirements for total loss-absorbing capacity, long-term debt requirements, and the surcharge for G-SIBs. The Federal Reserve has indicated that it expects to work with the OCC and FDIC in 2025 on a revised proposal.

Risk-Based Capital Surcharges for Global Systemically Important Bank Holding Companies

On July 27, 2023, the Federal Reserve proposed amendments to its rule regarding risk-based capital surcharges for G-SIBs, including BNY, to revise certain systemic indicators and measures for G-SIB surcharges. We are assessing the potential impact of the proposal.

Total Loss-Absorbing Capacity

The Federal Reserve imposes external TLAC and related requirements for U.S. G-SIBs, including BNY, at the top-tier holding company.

U.S. G-SIBs are required to maintain a minimum eligible external TLAC equal to the greater of (i) 18% of RWAs plus a buffer (to be met using only CET1) equal to the sum of 2.5% of RWAs, the G-SIB surcharge calculated under method 1 and any applicable countercyclical buffer; and (ii) 7.5% of their total leverage exposure (the denominator of the SLR) plus a buffer (to be met using only Tier 1 Capital) equal to 2%.

U.S. G-SIBs are also required to maintain minimum external eligible LTD equal to the greater of (i) 6% of RWAs plus the G-SIB surcharge (calculated using the greater of method 1 and method 2), and (ii) 4.5% of total leverage exposure. In order to be deemed eligible LTD, debt instruments must, among other requirements, be unsecured, not be structured notes, and have a maturity of at least one year from the date of issuance. In addition, LTD issued on or after Dec. 31, 2016 must (i) not have acceleration rights, other than in the event of non-payment or the bankruptcy or insolvency of the issuer and (ii) be governed by U.S. law. However, debt issued by a U.S. G-SIB prior to Dec. 31, 2016 is permanently grandfathered to the extent these securities would be ineligible only due to containing impermissible acceleration rights or being governed by foreign law.

Further, the top-tier holding companies of U.S. G-SIBs are not permitted to issue certain guarantees of subsidiary liabilities, incur liabilities guaranteed by subsidiaries, issue short-term debt to third parties, or enter into derivatives and certain other financial contracts with external counterparties. Certain liabilities are capped at 5% of the value of the U.S. G-SIB’s eligible external TLAC instruments.

On Aug. 29, 2023, the Federal Reserve proposed for comment amendments to the TLAC rule applicable to U.S. G-SIBs, including BNY. The proposal would: (i) require a $400,000 minimum denomination for newly issued long-term debt of G-SIBs used to satisfy TLAC and LTD requirements; (ii) allow only 50% of the amount of eligible long-term debt with a maturity of one year or more but less than two years to count towards TLAC requirements; and (iii) exempt certain agreements from the scope of the TLAC rule’s clean

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holding company prohibitions with respect to qualified financial contracts with third parties. We are evaluating the potential impact of the proposed rule.

Certain foreign jurisdictions impose internal TLAC requirements on the foreign subsidiaries of U.S. G-SIBs. The European Union’s Capital Requirements Regulation 2 (“EU CRR2”) requires EU material subsidiaries of non-EU G-SIBs (including BNY) to maintain a minimum level of internal loss absorbing capacity; this requirement will continue under the EU’s proposed Capital Requirements Regulation 3 (“EU CRR3”). The BNY SA/NV is considered an EU material subsidiary for purposes of this regulation and is, therefore, subject to an internal TLAC requirement.

Prompt Corrective Action Regarding IDI Capital Requirements

The FDI Act, as amended by the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), requires the Agencies to take “prompt corrective action” in respect of IDIs that do not meet specified capital requirements. FDICIA establishes five capital categories for FDIC-insured banks: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” The FDI Act imposes progressively more restrictive constraints on operations, management and capital distributions the less capital the institution holds. While these regulations apply only to banks, such as The Bank of New York Mellon and BNY Mellon, N.A., the Federal Reserve is authorized to take appropriate action against the parent BHC, such as the Parent, based on the undercapitalized status of any banking subsidiary. In certain circumstances, the Parent would be required to guarantee the performance of the capital restoration plan if one of our banking subsidiaries were undercapitalized.

The Agencies’ prompt corrective action framework contains “well capitalized” thresholds for IDIs. Under these rules, an IDI must have the capital ratios as detailed in the “Capital” disclosure in order to satisfy the quantitative ratio requirements to be deemed “well capitalized.”

Liquidity Standards – Basel III and U.S. Rules

BNY is subject to the U.S. LCR Rule, which is designed to ensure that BNY and certain domestic bank subsidiaries maintain an adequate level of unencumbered HQLA equal to their expected net cash outflow for a 30-day time horizon under an acute liquidity stress scenario. As of Dec. 31, 2024, the Parent and its domestic bank subsidiaries were in compliance with applicable LCR requirements.

The Agencies have issued a final NSFR rule that implements a quantitative long-term liquidity requirement applicable to large and internationally active banking organizations, including BNY. Under the final rule, BNY’s NSFR is expressed as a ratio of its available stable funding to its required stable funding amount, and BNY is required to maintain an NSFR of 1.0. As of Dec. 31, 2024, BNY was in compliance with the NSFR rule.

Separately, as noted above, the SIFI Rules impose additional liquidity requirements for BHCs with $100 billion or more in total assets, including BNY, including an independent review of liquidity risk management; establishment of cash flow projections; a contingency funding plan and liquidity risk limits; liquidity stress testing under multiple stress scenarios and time horizons tailored to the specific products and profile of the company; and maintenance of a liquidity buffer of unencumbered highly liquid assets sufficient to meet projected net cash outflows over 30 days under a range of stress scenarios.

Volcker Rule

The provisions of the Dodd-Frank Act commonly referred to as the “Volcker Rule” prohibit “banking entities,” including BNY, from engaging in proprietary trading and limit our sponsorship of, and investments in, private equity and hedge funds (“covered funds”), including our ability to own or provide seed capital to covered funds. In addition, the Volcker Rule restricts us from engaging in certain transactions with covered funds (including, without limitation, certain U.S. funds for which BNY acts as both sponsor/manager and custodian). These restrictions are subject to certain exceptions.

The restrictions concerning proprietary trading contain limited exceptions for, among other things, bona fide liquidity risk management and risk-mitigating hedging activities, as well as certain

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classes of exempted instruments, including government securities. Ownership interests in covered funds are generally limited to 3% of the total number or value of the outstanding ownership interests of any individual fund at any time more than one year after the date of its establishment. The aggregate value of all such ownership interests in covered funds is limited to 3% of the banking organization’s Tier 1 capital, and such interests are subject to a deduction from its Tier 1 capital. The 2019 amendments to the Volcker Rule (discussed below) remove the requirements that ownership interests in third-party covered funds held under the underwriting and market-making exemptions be subject to the aggregate limit and capital deduction but preserve these requirements for ownership interests in covered funds sponsored or organized by BNY.

The Volcker Rule regulations also require us to develop and maintain a compliance program. In 2019, the Agencies, the Commodity Futures Trading Commission (“CFTC”) and the SEC modified the regulations implementing the Volcker Rule. The most impactful aspects of the revisions with respect to BNY concern the compliance requirements applicable to institutions with moderate exposure to trading assets and trading liabilities, which are institutions with less than $20 billion and more than $1 billion of trading assets and trading liabilities. Specifically, among other revisions, such “moderate trading” banks are no longer required to file an annual CEO attestation and quantitative metrics. Furthermore, the comprehensive six-pillar compliance program associated with the Volcker Rule no longer applies to “moderate trading” banks; rather, such banks are permitted to tailor their compliance programs to the size and nature of their activities. BNY is treated as a “moderate trading” bank under the revised Volcker Rule. The final revisions also clarified and amended certain definitions, requirements and exemptions.

On June 25, 2020, a second set of amendments to the Volcker Rule was released, which is principally focused on the restrictions on banking entities’ investments in, sponsorship of, and other relationships with covered funds. Generally, the changes establish new exclusions from the covered fund definition for certain types of investment vehicles, modify the eligibility criteria for certain existing exclusions, and clarify and modify other

provisions with respect to investment in, sponsoring of and transactions with covered funds.

Derivatives Trading and Margining

Title VII of the Dodd-Frank Act imposes a comprehensive regulatory structure on the OTC derivatives markets in which BNY operates, including requirements relating to the business conduct of dealers, trade reporting, margin and recordkeeping. Title VII also requires persons acting as swap dealers, including The Bank of New York Mellon, to register with the CFTC and become subject to the CFTC’s supervisory, examination and enforcement powers. Additionally, Title VII requires persons acting as security-based swap dealers to register with the SEC. The Bank of New York Mellon is registered as a security-based swap dealer.

In addition, because BNY is subject to supervision by the Federal Reserve, we must comply with the U.S. prudential margin rules for variation and initial margin with respect to its OTC swap transactions. Furthermore, various BNY subsidiaries are also subject to OTC derivatives regulation by local authorities in Europe and Asia.

Single Counterparty Credit Limits

The Federal Reserve adopted a rule in June 2018 imposing single-counterparty credit limits (“SCCLs”) on, among other organizations, domestic BHCs, including BNY, that are G-SIBs. The SCCLs apply to the credit exposure of a covered firm and all of its subsidiaries to a single counterparty and all of its affiliates and connected entities.

The rule established two primary credit exposure limits: (i) a covered domestic BHC may not have aggregate net credit exposure to any unaffiliated counterparty in excess of 25% of its Tier 1 capital; and (ii) a U.S. G-SIB is further prohibited from having aggregate net credit exposure in excess of 15% of its Tier 1 capital to any “major counterparty” (defined as a G-SIB or a non-bank SIFI). The rule provides a cure period of 90 days (or, with prior notice from the Federal Reserve, a longer or shorter period) for breaches of the SCCL rule. During the cure period, a company may not engage in additional credit transactions with the particular counterparty unless the covered company has obtained a temporary credit exposure limit increase from the Federal Reserve.

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Recovery and Resolution Planning

As required by the Dodd-Frank Act, large domestic financial institutions, such as BNY, are required to submit periodically to the Federal Reserve and the FDIC a plan – referred to as the 165(d) resolution plan – for their rapid and orderly resolution in the event of material financial distress or failure. In addition, certain large IDIs, such as The Bank of New York Mellon, are required to submit periodically to the FDIC a separate plan for resolution in the event of the institution’s failure. The public portions of these resolution plans are available on the Federal Reserve’s and FDIC’s websites. BNY also maintains a comprehensive recovery plan, which describes actions it could take to seek to avoid failure if faced with financial stress.

On June 20, 2024, the FDIC issued a final rule amending its resolution planning rule applicable to covered IDIs. The amended rule: (i) adjusts the frequency of resolution plan submissions by IDIs affiliated with a U.S. G-SIB, including The Bank of New York Mellon, from a 3-year cycle to a 2-year cycle; (ii) expands resolution plan content requirements; (iii) requires IDIs to provide the FDIC with notice within 45 days of certain “extraordinary events”; and (iv) revises certain definitions to be more consistent with similar concepts and approaches under the Dodd-Frank Act. The final rule became effective on Oct. 1, 2024.

In 2019, the Federal Reserve and FDIC issued a final rule modifying certain requirements for the 165(d) resolution plan. The final rule requires U.S. G-SIBs, such as BNY, to file alternating full and more limited, targeted resolution plans every two years. The final rule does not materially modify the components or informational requirements of full resolution plans. BNY submitted a full resolution plan dated July 1, 2023. The Federal Reserve and FDIC found no deficiencies or shortcomings in BNY’s 2023 resolution plan submission.

If the Federal Reserve and FDIC jointly determine that our 165(d) resolution plan is not credible and we fail to address the deficiencies in a timely manner, the FDIC and the Federal Reserve may jointly impose more stringent capital, leverage or liquidity requirements or restrictions on our growth, activities or operations. If we continue to fail to adequately remedy any deficiencies, we could be required to divest assets or operations that the regulators

determine necessary to facilitate our orderly resolution.

The resolution strategy set out in our 165(d) resolution plan is a single point of entry strategy, whereby certain key operating subsidiaries would be provided with sufficient capital and liquidity to operate in the event of material financial stress or failure, and only our parent holding company would file for bankruptcy. In connection with our single point of entry resolution strategy, we have established the IHC to facilitate the provision of capital and liquidity resources to certain key subsidiaries in the event of material financial distress or failure. In addition, we have a binding support agreement in place that requires the IHC to provide that support. The support agreement required the Parent to transfer its intercompany loans and most of its cash to the IHC and requires the Parent to continue to transfer cash and other liquid financial assets to the IHC on an ongoing basis.

BNY and the other U.S. G-SIBs are also subject to heightened supervisory expectations for recovery and resolution preparedness under Federal Reserve rules and guidance. The Federal Reserve incorporates reviews of our capabilities in respect of recovery and resolution preparedness as part of its ongoing supervision of BNY.

In the European Economic Area (“EEA”) and in the UK, the Bank Recovery and Resolution Directive, as amended by the Bank Resolution and Recovery Directive II (“BRRD”), provides the legal framework for recovery and resolution planning, including a set of harmonized powers to resolve or implement recovery of in-scope institutions, such as EEA and UK subsidiaries of third country banks. The UK transposed the BRRD into local legislation and regulation before the UK exit from the EU on Dec. 31, 2020. Existing EU law that was in force and applicable in the UK on Dec. 31, 2020, continues to be effective under the UK regulatory framework as “retained EU law.”

The BRRD, as implemented in local law, gives relevant EEA and UK regulators various powers, including: (i) powers to intervene pre-resolution to require an institution to take remedial steps to avoid the need for resolution; (ii) resolution tools and powers to facilitate the resolution of failing entities, such as the power to “bail-in” the debt of an institution (including certain deposit obligations); (iii)

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the power to require a firm to change its structure to remove impediments to resolvability; and (iv) powers to require in-scope institutions to prepare recovery plans. Under the BRRD, resolution authorities (rather than the institutions themselves) are responsible for drawing up resolution plans based on information provided by relevant institutions.

Under applicable rules, in-scope institutions are required to maintain a minimum requirement for their own funds (defined as regulatory capital) and eligible liabilities (“MREL”) that can be written down or bailed-in to absorb losses. MREL is set on a case-by-case basis for each institution and is applicable to certain EU and UK domiciled credit institutions and certain other firms subject to recovery and resolution planning BNY SA/NV is subject to MREL.

Rules on Resolution Stays for Qualified Financial Contracts

The Agencies’ regulations require U.S. G-SIBs (and their subsidiaries and controlled entities) and the U.S. operations of foreign G-SIBs to amend their covered qualified financial contracts (“QFCs”), thereby facilitating the application of U.S. special resolution regimes as necessary.

The regulations allow these G-SIBs to comply by amending covered QFCs (with the consent of relevant counterparties) using the International Swaps and Derivatives Association (“ISDA”) 2018 U.S. Resolution Stay Protocol, ISDA 2015 Universal Stay Protocol or by executing appropriate bilateral amendments to the covered QFCs. BNY entities which have been confirmed to engage in covered QFC activities have adhered to the Protocol and, where necessary, have executed bilateral amendments to cover QFCs.

Insolvency of an Insured Depository Institution or a Bank Holding Company; Orderly Liquidation Authority

Under the FDI Act, if the FDIC is appointed as conservator or receiver for an IDI, such as The Bank of New York Mellon or BNY Mellon, N.A., upon its insolvency or in certain other circumstances, the FDIC has the power to:

•Transfer any of the depository institution’s assets and liabilities to a new obligor, including a newly formed “bridge” bank without the approval of the depository institution’s creditors;

•Enforce the terms of the depository institution’s contracts pursuant to their terms without regard to any provisions triggered by the appointment of the FDIC in that capacity; or

•Repudiate or disaffirm any contract or lease to which the depository institution is a party, the performance of which is determined by the FDIC to be burdensome and the disaffirmance or repudiation of which is determined by the FDIC to promote the orderly administration of the depository institution.

In addition, under federal law, the claims of holders of domestic deposit liabilities and certain claims for administrative expenses against an IDI would be afforded a priority over other general unsecured claims, including claims of debt holders, in the “liquidation or other resolution” of such an institution by any receiver. As a result, regardless of whether the FDIC repudiates any debt obligations of The Bank of New York Mellon or BNY Mellon, N.A., the debt holders would be treated differently from, and could receive, if anything, substantially less than, the depositors of the bank.

The Dodd-Frank Act created a resolution regime (known as the “orderly liquidation authority”) applicable to domestic systemically important financial companies that are not IDIs, including BHCs, such as the Parent, and their non-bank affiliates. Under the orderly liquidation authority, the FDIC may be appointed as receiver for the systemically important institution, and its failed non-bank subsidiaries, for purposes of liquidating the entity if, among other conditions, it is determined that the institution is in default or in danger of default and the failure poses a risk to the stability of the U.S. financial system.

In liquidations of failing financial institutions where the Dodd-Frank orderly liquidation authority applies, the orderly liquidation authority supplants the U.S. Bankruptcy Code and sets forth the powers of the FDIC as receiver and the rights and obligations of creditors and other parties who have dealt with the financial institution. The powers of the FDIC as receiver under the orderly liquidation authority were based on the powers of the FDIC as receiver for IDIs under the FDI Act. However, the provisions governing the rights of creditors under the orderly liquidation authority were modified in certain respects to reduce disparities with the treatment of creditors’ claims under the U.S. Bankruptcy Code.

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Nonetheless, substantial differences in the rights of creditors exist between these two regimes, including the right of the FDIC to disregard the strict priority of creditor claims in some circumstances, the use of an administrative claims procedure to determine creditors’ claims (as opposed to the judicial procedure utilized in bankruptcy proceedings), and the right of the FDIC to transfer assets or liabilities of the institution to a third party or a “bridge” entity.

Depositor Preference in Bank Resolutions

The FDIC applies a priority regime (“depositor preference”) for the distribution of receivership assets of a failed bank. Under the depositor preference regime, when a U.S. bank fails, the claims of a receiver of an IDI for administrative expenses and claims of holders of U.S. deposit liabilities (including foreign deposits that are payable in the U.S. as well as in a foreign branch of the depository institution) are afforded priority over claims of other unsecured creditors of the institution, including depositors in non-U.S. branches. As a result, such depositors could receive, if anything, substantially less than the depositors in U.S. offices of the depository institution.

FDIC Deposit Insurance

Our U.S. banking subsidiaries, including The Bank of New York Mellon and BNY Mellon, N.A., accept deposits, and those deposits have the benefit of FDIC insurance up to the applicable limit. The current limit for FDIC insurance for deposit accounts is $250,000 per depositor at each insured bank. Under the FDI Act, insurance of deposits may be terminated by the FDIC upon a finding that the IDI has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order, condition imposed by the FDIC, or written agreement between the IDI and the FDIC.

The FDIC’s Deposit Insurance Fund (“DIF”) is funded by assessments on IDIs. The FDIC assesses DIF premiums based on an IDI’s average consolidated total assets, less the average tangible equity of the IDI during the assessment period. For larger institutions, such as The Bank of New York Mellon and BNY Mellon, N.A., assessments are determined based on CAMELS ratings and forward-looking financial measures to calculate the

assessment rate, which is subject to adjustments by the FDIC, and the assessment base.

Under the FDIC’s regulations, a custody bank, including The Bank of New York Mellon and BNY Mellon, N.A., may deduct from its assessment base 100% of cash and balances due from depository institutions, securities, federal funds sold, and securities purchased under agreement to resell with a Standardized Approach risk-weight of 0% and may deduct 50% of such asset types with a Standardized Approach risk-weight of greater than 0% and up to and including 20%. This assessment base deduction may not exceed the average value of deposits that are classified as transaction accounts and are identified by the bank as being directly linked to a fiduciary or custodial and safekeeping account.

Following the bank failures in March 2023, the FDIC announced that, as required by the FDI Act, any losses to the DIF to support uninsured depositors would be recovered by a special assessment prescribed through regulation. Under the FDI Act, the FDIC has discretion with respect to the design and timeframe for any special assessment, which may be on IDIs, depository institution holding companies (with the concurrence of the Treasury Secretary), or both, as the FDIC determines to be appropriate. The FDIC may consider the types of entities that benefit from the action taken, economic conditions, the effects on the industry, and such other factors as the FDIC deems appropriate.

On Nov. 16, 2023, the FDIC adopted a final rule, effective April 1, 2024, implementing a special assessment on IDIs to recover losses to the DIF associated with the 2023 closures of Silicon Valley Bank and Signature Bank. Under the rule, the FDIC will collect from each IDI a special assessment, based on the IDI’s estimated uninsured deposits (excluding the first $5 billion of estimated uninsured deposits applied at the banking organization level) as of Dec. 31, 2022, during an initial special assessment period of eight quarters that began in the first quarter of 2024. The special assessment is subject to periodic adjustment by the FDIC, including early cessation, extension or a potential one-time final special assessment for any shortfall to the DIF. We have recorded accruals and related adjustments for the estimate of the special assessment to noninterest expense starting in the fourth quarter of 2023 and throughout 2024.

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BHC as Source of Strength and Liability of Commonly Controlled Depository Institutions

The Federal Reserve requires BHCs to act as a source of financial and managerial strength to their bank subsidiaries. BNY has a statutory obligation to commit resources to its bank subsidiaries in times of financial distress. In addition, any loans by BNY to its bank subsidiaries would be subordinate in right of payment to depositors and to certain other indebtedness of its banks. In the event of a BHC’s reorganization under the U.S. Bankruptcy Code, any commitment by the BHC to a federal bank regulator to maintain the capital of a subsidiary IDI will be deemed assumed by the bankruptcy trustee and entitled to priority of payment of the unsecured claim resulting from such commitment. Further, in certain circumstances, BNY’s IDI subsidiaries could be held liable for losses incurred by another BNY IDI subsidiary. In the event of impairment of the capital stock of one of BNY’s national bank subsidiaries or The Bank of New York Mellon, BNY, as the banks’ stockholder, could be required to pay such deficiency.

Bank Transactions with Non-bank Affiliates

Transactions between BNY’s banking subsidiaries, on the one hand, and the Parent and its non-bank subsidiaries and affiliates, on the other, are subject to certain restrictions, limitations and requirements, which include limits on the types and amounts of transactions (including extensions of credit and asset purchases by our banking subsidiaries) that may take place and generally require those transactions to be in good faith, at arm’s-length, and on market terms. In general, extensions of credit by a BNY banking subsidiary to any non-bank affiliate, including the Parent, must be secured by designated amounts of specified collateral and are limited in the aggregate to 10% of the relevant bank’s capital and surplus for transactions with a single affiliate and to 20% of the relevant bank’s capital and surplus for transactions with all affiliates. There are also limitations on affiliate credit exposures arising from derivative transactions and securities lending and borrowing transactions.

Acquisitions/Transactions by Banks or BHCs

Federal and state laws impose notice and approval requirements for mergers and acquisitions involving depository institutions or BHCs. The Bank Holding Company Act of 1956, as amended by the Gramm-

Leach-Bliley Act and by the Dodd-Frank Act (the “BHC Act”), requires the prior approval of the Federal Reserve for the direct or indirect acquisition by a BHC of more than 5% of any class of the voting shares or all or substantially all of the assets of a commercial bank, savings and loan association or BHC. In reviewing bank acquisition and merger applications, the bank regulatory authorities will consider, among other things, the competitive effect of the transaction, financial and managerial resources, including the capital position of the combined organization, convenience and needs of the community factors, including the applicant’s record under the Community Reinvestment Act of 1977 (the “CRA”), the effectiveness of the subject organizations in combating money laundering activities and the risk to the stability of the U.S. banking or financial system. In addition, prior Federal Reserve approval would be required for BNY to acquire direct or indirect ownership or control of any voting shares of a company with assets of $10 billion or more that is engaged in activities that are “financial in nature.”

Anti-Money Laundering (“AML”) and the USA PATRIOT Act

A major focus of governmental policy on financial institutions has been aimed at combating money laundering and terrorist financing. The USA PATRIOT Act of 2001 contains numerous AML requirements for financial institutions that are applicable to BNY’s bank, broker-dealer and investment adviser subsidiaries and mutual funds and private investment companies advised or sponsored by our subsidiaries. Those regulations impose obligations on financial institutions to maintain a broad AML program that includes internal controls, independent testing, compliance management personnel, training, and customer due diligence processes, as well as appropriate policies, procedures and controls to detect, prevent and report money laundering, terrorist financing and other suspicious activity, and to verify the identity of their customers. Certain of those regulations impose specific due diligence requirements on financial institutions that maintain correspondent or private banking relationships with non-U.S. financial institutions or persons.

The Anti-Money Laundering Act of 2020 (“AMLA”), which amends the Bank Secrecy Act (“BSA”), was enacted to comprehensively reform and modernize

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U.S. AML laws. Among other things, the AMLA codifies a risk-based approach to AML compliance for financial institutions; requires the development of standards by the U.S. Department of the Treasury for evaluating technology and internal processes for BSA compliance; and expands enforcement- and investigation-related authority, including a significant expansion in the available sanctions for certain BSA violations and instituting BSA whistleblower incentives and protections. The AMLA contains many statutory provisions that require additional rulemakings, reports and other measures, and the rulemaking process has begun for several of these provisions. In June 2021, the first government-wide priorities for anti-money laundering and countering the financing of terrorism (“AML/CFT Priorities”) were published. These AML/CFT Priorities will need to be incorporated into banks’ risk-based BSA compliance programs after completion of the rulemaking process and on the effective date of the final regulations. The impact of the AMLA will depend on, among other things, the completion of the rulemaking process and the issuing of implementation guidance.

Financial Crimes Enforcement Network (“FinCEN”)

FinCEN, a bureau of the U.S. Department of the Treasury, issued rules under the BSA that apply to covered financial institutions, including The Bank of New York Mellon and BNY Mellon, N.A., setting forth five pillars of an effective AML program: development of internal policies, procedures and related controls; designation of a compliance officer; a thorough and ongoing training program; independent review for compliance; and customer due diligence (“CDD”). CDD requires a covered financial institution to implement and maintain risk-based procedures for conducting CDD that include the identification and verification of any beneficial owner(s) of each legal entity customer at the time a new account is opened.

Bank Secrecy Act Extended to Investment Advisers

On Aug. 28, 2024, FinCEN adopted a final rule requiring certain investment advisers to establish anti-money laundering/countering the financing of terrorism (“AML/CFT”) programs pursuant to the BSA and to monitor for, and report, suspicious activity and currency transactions to FinCEN. Investment advisers will be required to apply their AML/CFT programs to all advisory services provided

to all customers, except that they will be permitted to exclude mutual funds, certain bank- and trust company-sponsored collective investment funds, and other investment advisers subject to the rule. Among other requirements, the AML/CFT program must (i) be risk-based, (ii) be reasonably designed to prevent the investment adviser from being used for money laundering, terrorist financing, or other illicit finance activities and to achieve compliance with applicable provisions of the BSA and regulations thereunder, (iii) provide for independent compliance testing, and (iv) designate responsible persons and ongoing training. Investment advisers must comply with the Rule by Jan. 1, 2026. BNY has evaluated the final rule and is implementing a program designed to meet the applicable regulatory requirements.

NYSDFS Anti-Money Laundering and Anti-Terrorism Regulations

The New York State Department of Financial Services (“NYSDFS”) issued regulations requiring regulated institutions, including The Bank of New York Mellon, to maintain a transaction monitoring program to monitor transactions for potential BSA and AML violations and suspicious activity reporting, and a watch list filtering program to interdict transactions prohibited by applicable sanctions programs.

The regulations require a regulated institution to maintain programs to monitor and filter transactions for potential BSA and AML violations and prevent transactions with sanctioned entities. The regulations also require institutions to submit annually a board resolution or senior officer compliance finding confirming steps taken to ascertain compliance with the regulation.

Privacy and Data Protection

The privacy provisions of the Gramm-Leach-Bliley Act generally prohibit financial institutions, including BNY, from disclosing nonpublic personal financial information of consumer customers to third parties for certain purposes (primarily marketing) unless customers have the opportunity to “opt out” of the disclosure. The Fair Credit Reporting Act restricts information sharing among affiliates for marketing purposes.

In the EU, privacy law is primarily regulated by the General Data Protection Regulation (“GDPR”). The

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GDPR contains enhanced compliance obligations and penalties for non-compliance.

EU Artificial Intelligence Act

On July 12, 2024, the EU’s Regulation on Artificial Intelligence (“AI Act”) was published in the Official Journal of the EU and came into force on Aug. 1, 2024. The AI Act will apply extraterritorially, impacting both EU and non-EU entities, and will impact BNY. The AI Act creates a pan-EU regulatory framework to manage the risks associated with the use of artificial intelligence, including with respect to financial services. The AI Act requires categorization of AI systems into four risk levels depending on their potential to harm individuals or society (unacceptable risk, high risk, limited risk, and minimal risk) and imposes obligations depending on the risk categorization, which may include data governance, documentation and recordkeeping, human oversight, testing, cybersecurity, disclosure, regulatory notification or reporting, or training. In addition, the AI Act prohibits AI that pose unacceptable risks that are abusive or contradict EU values, including AI that may be manipulative, exploitive, or discriminatory. The individual provisions of the AI Act apply on a rolling basis from Feb. 2, 2025 to Aug. 2, 2027. BNY has evaluated the impact of the AI Act and has established an implementation program designed to operationalize the regulatory requirements applicable to BNY within required time frames.

SEC Conflicts of Interest Rule for Use of Artificial Intelligence by Broker-Dealers and Investment Advisers

On July 26, 2023, the SEC proposed new rules intended to address certain conflicts of interest associated with the use of “Covered Technology” by broker-dealers and investment advisers (“Firms”) in investor interactions (“Proposed AI Rules”). Covered Technology is generally described as applying to “artificial intelligence” or “AI” and is broadly defined under the Proposed AI Rules to include the use of analytical, technological, or computational functions, algorithms, models, correlation matrices, or similar methods or processes that optimize for, predict, guide, forecast, or direct investment-related behaviors or outcomes of an investor. If adopted, the Proposed AI Rules would: (i) generally apply when a Firm uses a Covered Technology in engaging or communicating with an investor, including by exercising discretion

with respect to an investor’s account, providing an investor with information, or soliciting an investor and (ii) require Firms to (among other things) identify conflicts of interests when using Covered Technology in interactions with investors, and adopt policies and procedures to eliminate or neutralize those conflicts of interest. We continue to evaluate the potential impact of the proposed rules.

Cybersecurity Regulation

The NYSDFS requires financial institutions regulated by NYSDFS, including The Bank of New York Mellon, to establish a cybersecurity program, adopt a written cybersecurity policy, designate a chief information security officer, address artificial intelligence risks related to cybersecurity, and have policies and procedures in place to ensure the security of information systems and non-public information accessible to, or held by, third parties. The NYSDFS rule also includes a variety of other requirements to protect the confidentiality, integrity and availability of information systems, including the annual delivery of a certificate of compliance.

The Agencies have adopted a final rule imposing notification requirements for significant computer-security incidents on banking organizations. Under the final rule, a BHC, state member bank or national bank, including the Parent, The Bank of New York Mellon and BNY Mellon, N.A., is required to notify the Federal Reserve or OCC, as applicable, within 36 hours after a computer-security incident that could: (i) result in the banking organization’s inability to deliver services to a material portion of its customer base, (ii) disrupt the banking organization’s lines of businesses the failure of which would result in material losses, or (iii) disrupt operations the failure of which would threaten the financial stability of the U.S.

On July 26, 2023, the SEC adopted rules, effective on Sept. 5, 2023, requiring public companies, including the Parent, to disclose material cybersecurity incidents and details regarding their cybersecurity risk management, strategy and governance. Under the rules, public companies must disclose material cybersecurity incidents on Form 8-K. Disclosure of material incidents generally is due within four business days after a public company determines that a cybersecurity incident is material. On an annual basis, public companies must describe in their annual report on Form 10-K their processes for assessing,

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identifying, and managing, and management’s role and expertise in assessing and managing, material cybersecurity risks; whether any cybersecurity risks have materially affected or are reasonably likely to material affect the company; and the board of directors’ oversight of cybersecurity risks.

On March 15, 2023, the SEC proposed a new rule regarding cybersecurity risk management for entities including broker-dealers, security-based swap dealers, and transfer agents. The proposed rule would require such entities to maintain written policies and procedures to address their cybersecurity risk, immediately notify the SEC of significant cybersecurity incidents, and publicly disclose descriptions of their cybersecurity risks and significant cybersecurity incidents.

In addition, on March 15, 2023, the SEC proposed amendments to Regulation S-P, including a requirement for broker-dealers, investment companies, RIAs, and transfer agents to adopt written policies and procedures for an incident response program with respect to unauthorized access to or use of customer information. The proposal would require these entities to notify individuals whose sensitive customer information was accessed or used without authorization not later than 30 days after becoming aware that the information was compromised. BNY is evaluating the potential impact of the proposals.

SEC Amendments to Regulation S-P for Safeguarding of Customer Information

On May 16, 2024, the SEC adopted amendments (the “S-P Amendments”) to Regulation S-P, which governs the safeguarding, treatment and disposal of customer records and information by certain financial institutions, to enhance the protection of customer financial information and establish a federal minimum standard for data breach notifications to affected individuals by brokers, dealers, investment companies, registered investment advisers and transfer agents (“S-P covered institutions”). The S-P Amendments: (i) extend certain requirements of Regulation S-P to transfer agents registered with the SEC or another appropriate regulatory agency; (ii) require S-P covered institutions to develop, implement, and maintain written policies and procedures for an incident response program that is reasonably designed to detect, respond to, and recover from unauthorized access to or use of customer information; (iii) set forth a data breach notification

requirement that requires S-P covered institutions to notify affected individuals whose customer information was, or is reasonably likely to have been, accessed or used without authorization (subject to certain exceptions) within 30 days after the S-P covered institution becomes aware that unauthorized access to or use of customer information has, or is reasonably likely to have, occurred; (iv) broaden the group of customers whose information is protected; (v) address the use of service providers by S-P covered institutions; and (vi) codify an existing statutory exemption to the requirement to provide annual privacy notices to customers. The S-P Amendments are effective as of Aug. 2, 2024 and BNY will have 18 months to come into compliance. BNY has evaluated the S-P Amendments and is implementing a program designed to meet the applicable regulatory requirements.

Sustainability

The SEC adopted a final rule, on March 6, 2024, requiring registrants, including BNY, to disclose material climate-related information in registration statements and periodic reports; however, the final rule is currently subject to multiple legal challenges and, on April 4, 2024, the SEC voluntarily issued an order staying the final rule pending the completion of judicial review of the legal challenges. In addition, the SEC’s May 2022 proposed rule and form amendments under the Investment Company Act of 1940, as amended (the “1940 Act”) and the Investment Advisers Act of 1940 remains pending and would require certain registered investment funds and certain investment advisers to provide enhanced disclosures regarding environmental, social, and governance factors considered. Implementation of the SEC rules is currently uncertain.

A number of states have proposed or enacted laws and regulations addressing climate disclosure. For example, California enacted three statutes imposing extensive new climate-related disclosure obligations on certain companies doing business in California, which became effective on Jan. 1, 2024, including the Climate Corporate Data Accountability Act (as updated in 2024, “SB 253”), which requires annual disclosure of greenhouse gas emissions beginning in 2026, and the Climate-Related Financial Risk Act (as updated in 2024, “SB 261”), which requires publication of biennial reports disclosing climate-related financial risks and the measures adopted to mitigate the disclosed risks beginning on Jan. 1,

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2026. Conversely, certain states have enacted or implemented, or have proposed to enact or implement, statutes, regulations or policies that prohibit financial institutions from denying or canceling products or services to a person, or otherwise discriminating against a person in making available products or services, on the basis of social credit scores and certain other sustainability factors.

In Europe, EU entities in-scope for the Corporate Sustainability Reporting Directive (“CSRD”) will soon be subject to new requirements to disclose information about impacts, risks, and opportunities related to sustainability matters. Five EU subsidiaries of BNY are currently subject to these requirements, with BNY SA/NV required to report in 2025 and the remaining four subsidiaries currently scheduled to report in 2026. However, on Feb. 26, 2025, the European Commission published proposals aimed at simplifying the EU sustainability rules (the “Omnibus Package”). Under the Omnibus Package, only companies with more than 1,000 employees and either a turnover above EUR 50 million or a balance sheet total above EUR 25 million would be obliged to report under CSRD. In addition, there is a proposal to postpone the application of all reporting requirements for companies currently in scope of CSRD and which are required to report as of 2026 and 2027 until 2028.

The Omnibus Package also puts forward proposals that would amend the obligations under the current Corporate Sustainability Due Diligence Directive (“CSDDD”). CSDDD entered into force in the EU on July 25, 2024, and applies to large EU companies and non-EU companies with significant EU activity. Under the current legislative text, CSDDD will apply on a phased-in basis, starting three years after CSDDD’s entry into force, dependent on a company’s number of employees and net worldwide or EU turnover. In-scope companies are required to comply with due diligence obligations for their operations and for their upstream chains of activities and to adopt a transition plan for climate change mitigation. The Omnibus Package introduces proposals aimed at simplifying aspects of CSDDD’s sustainability due diligence requirements and postponing the first phase of their application (covering the largest companies) to July 26, 2028.

If the proposals put forward by the European Commission under the Omnibus Package are implemented, this may have a direct impact on the

obligations of the BNY entities currently in scope of CSRD and CSDDD.

Our UK supervisory authorities have adopted new disclosure requirements and supervisory expectations that currently apply or will apply to our subsidiaries and branches that are regulated by the UK Financial Conduct Authority (“FCA”) and the UK Prudential Regulation Authority (“PRA”). For example, since the end of 2021 our PRA regulated branch and banking subsidiary have been subject to the PRA’s supervisory expectations for the management of climate-related financial risks, including as regards governance, risk management, scenario analysis and disclosure. Further, new FCA rules on anti-greenwashing will require that from May 31, 2024, any sustainability-related claims made about our products and services by our FCA regulated entities are consistent with the sustainability characteristics of such products or services and are fair, clear and not misleading.

Published guidance from our regulators globally, including the Agencies and NYSDFS, has primarily focused on climate-related financial risk management, including with respect to, among other things, governance, policies and procedures, strategy, risk management, data and reporting, and scenario analysis. As the global regulatory framework for climate and sustainability-related disclosure and risk management practices continues to evolve, including potential expansion, contraction or streamlining of regulations, we continue to monitor developments and evaluate the potential impacts on our business and operations.

Incentive Compensation Arrangements

Section 956 of the Dodd-Frank Act requires six federal regulators to jointly prescribe regulations or guidelines regarding incentive-based compensation practices at certain financial institutions, including BNY. The timeframe for a joint proposal and implementation of a final rule, if any, is currently unknown.

Regulated Entities of BNY and Ancillary Regulatory Requirements

BHC and Bank Entities

BNY is registered as an FHC under the BHC Act and subject to supervision by the Federal Reserve. In

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general, the BHC Act limits an FHC’s business activities to banking, managing or controlling banks, performing certain servicing activities for subsidiaries, engaging in activities incidental to banking, and engaging in any activity, or acquiring and retaining the shares of any company engaged in any activity, that is either financial in nature or complementary to a financial activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally.

A BHC’s ability to maintain FHC status is dependent on: (i) its U.S. IDI subsidiaries qualifying on an ongoing basis as “well capitalized” and “well managed” under the prompt corrective action regulations of the appropriate regulatory agency (discussed above under “Prompt Corrective Action”); (ii) the BHC itself qualifying on an ongoing basis as “well capitalized” and “well managed” under applicable Federal Reserve regulations; and (iii) its U.S. IDI subsidiaries’ continuing to maintain at least a “satisfactory” rating under the CRA.

The Federal Reserve’s rating system for the supervision of large financial institutions (“LFIs”) applies to, among other entities, all BHCs with total consolidated assets of $100 billion or more, including BNY. The LFI rating system includes a four-level rating scale and three component ratings. The four levels are: Broadly Meets Expectations; Conditionally Meets Expectations; Deficient-1; and Deficient-2. The component ratings are assigned for: Capital Planning and Positions; Liquidity Risk Management and Positions; and Governance and Controls. A firm must be rated “Broadly Meets Expectations” or “Conditionally Meets Expectations” for each of its component ratings to be considered “well managed” in accordance with various statutes and regulations that permit additional activities, prescribe expedited procedures or provide other benefits for “well managed” firms. See “U.S. Capital Rules – Leverage Ratios” and “Prompt Corrective Action Regarding IDI Capital Requirements” above for details on qualifying as “well capitalized.”

An FHC that does not continue to meet all the requirements for FHC status will, depending on which requirements it fails to meet, lose the ability to undertake new activities, continue current activities, or make acquisitions that are not generally permissible for BHCs without FHC status. As of Dec. 31, 2024, BNY and our U.S. bank subsidiaries

were “well capitalized” based on the ratios and rules applicable to them.

The Bank of New York Mellon, BNY’s largest banking subsidiary, is a New York state-chartered bank, a member of the Federal Reserve and subject to regulation, supervision and examination by the Federal Reserve, the FDIC and the NYSDFS. BNY’s national bank subsidiaries, BNY Mellon, N.A. and The Bank of New York Mellon Trust Company, National Association, are chartered as national banking associations subject to primary regulation, supervision and examination by the OCC.

On Aug. 8, 2023, the Federal Reserve issued a Supervision and Regulation Letter (SR 23-7) announcing the establishment of its Novel Activities Supervision Program (“NASP”) to complement its existing supervision and oversight of supervised banking organizations, including BNY. The NASP encompasses risk-based monitoring and examination and focuses on, novel activities related to crypto-assets, distributed ledger technology, and complex, technology-driven partnerships with non-bank providers of banking products and services to customers. The Federal Reserve also evaluates, under the NASP, the concentrated provision of banking services to crypto-asset-related entities and fintechs.

Securities Markets

We operate a number of broker-dealers that engage in securities underwriting and other broker-dealer activities in the U.S. These companies are SEC-registered broker-dealers and members of Financial Industry Regulatory Authority, Inc. (“FINRA”), a securities industry self-regulatory organization. BNY’s non-bank subsidiaries engaged in securities-related activities are regulated by supervisory agencies in the countries in which they conduct business, where required.

Certain of BNY’s public finance and advisory activities are regulated by the Municipal Securities Rulemaking Board and the relevant BNY affiliates have registered with the SEC, as required under the SEC’s Municipal Advisors Rule if they provide advice to municipal entities or certain other persons on the issuance of municipal securities, or about certain investment strategies or municipal derivatives.

Certain of BNY’s subsidiaries are registered with the CFTC as commodity pool operators, introducing

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brokers and/or commodity trading advisors and, as such, are subject to CFTC regulation. The Bank of New York Mellon is registered as a swap dealer (as defined in the Dodd-Frank Act) with the CFTC and is a member of the National Futures Association (“NFA”) in that same capacity. As a swap dealer, The Bank of New York Mellon is subject to regulation, supervision and examination by the CFTC and NFA.

On Dec. 13, 2023, the SEC approved a final rule requiring covered clearing agencies that clear transactions in U.S. Treasuries (“CCPs”) to establish policies requiring their direct participants, including BNY, to submit for clearing all “eligible secondary market transactions” in U.S. Treasuries to which such direct participant is a counterparty, which include all repurchase and reverse repurchase agreements (“repo”) collateralized by U.S. Treasuries and certain cash transactions in U.S. Treasuries engaging specific institutions, including inter-dealer brokers, registered broker-dealers, government securities brokers and government securities dealers. Eligible secondary market transactions, however, exclude (i) repo transactions with affiliates (under certain conditions), central banks, sovereign entities, international financial institutions, natural persons and CCPs and (ii) securities lending transactions involving U.S. Treasuries. The compliance date for all eligible cash market transactions is Dec. 31, 2026 and the compliance date for all eligible repo market transactions is June 30, 2027.

SEC Rules Impacting Investment and Wealth Management

SEC regulations impose requirements on mutual funds, exchange-traded funds and other registered investment companies (“RICs”) under the 1940 Act. Among other things, these rules require mutual funds (other than money market funds) to provide portfolio-wide and position-level holdings data to the SEC on a monthly basis.

The regulations also impose liquidity risk management requirements that are intended to reduce the risk that funds will not be able to meet shareholder redemptions and to minimize the impact of redemptions on remaining shareholders.

On July 12, 2023, the SEC adopted amendments to rules that govern money market funds. The amendments became effective Oct. 2, 2023, with

tiered compliance dates. The amendments include, among other things: (i) a mandatory liquidity fee for institutional prime and institutional tax-exempt money market funds, which will apply when a fund experiences daily net redemptions that exceed 5% of net assets (effective Oct. 2, 2023); (ii) maintenance of a fund board’s ability to impose liquidity fees (not to exceed 2% of the value of the shares redeemed) on a discretionary basis for non-government money market funds (effective April 2, 2024); (iii) substantially increasing the required minimum levels of daily and weekly liquid assets for all money market funds from 10% and 30%, to 25% and 50%, respectively (effective April 2, 2024); and (iv) removal of a money market fund’s ability to impose temporary “gates” to suspend redemptions in order to prevent dilution and remove the link between a money market fund’s liquidity level and its imposition of liquidity fees (effective Oct. 2, 2023).

On Sept. 20, 2023, the SEC adopted amendments expanding the scope of terms that the SEC considers materially deceptive and misleading in a fund’s name without a corresponding policy and related controls to invest at least 80% of the fund’s net asset value (plus certain borrowings) in the manner suggested by the fund’s name (“80% Policy”), including names that reference “growth” or “value,” or a name indicating that investment decisions incorporate any environmental, social and governance factors. The amendments became effective Dec. 10, 2023 and fund groups will have either 24 months or 30 months to come into compliance, depending upon their net asset size.

On Oct. 26, 2022, the SEC proposed for comment new rules to prohibit RIAs from outsourcing certain services and functions without first meeting certain threshold requirements, including conducting due diligence, and thereafter requiring ongoing monitoring of the service providers. The proposal would apply to RIAs that outsource select “covered functions,” which include those services or functions that are necessary for providing advisory services in compliance with federal securities laws and that, if not performed or performed negligently, would result in potential harm to clients. The proposal would further require RIAs to conduct due diligence and monitoring for all third-party recordkeepers and obtain reasonable assurances that the recordkeepers will meet certain standards. Finally, it would require RIAs to maintain books and records related to the new rule’s oversight obligations and to report census-

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type information about the service providers covered under the rule. We continue to evaluate the impact of the proposed rule.

On Nov. 2, 2022, the SEC proposed for public comment rule amendments that would require the adoption of “swing pricing” and a “hard close” by all open-end RICs other than money market funds and exchange-traded funds (“Open-End Funds”). The requirements would alter the manner in which shares in Open-End Funds are traded, as shareholders would no longer receive the NAV per share for their transactions but instead could receive a price more or less than the NAV depending on whether a “swing factor” was applied to their transaction. This swing factor would be the amount by which the Open-End Fund adjusts its per-share NAV and would represent a good-faith estimate of the transaction costs imposed on current shareholders of the Open-End Fund by the transacting shareholders. To facilitate the operation of swing pricing, the SEC also proposed to require a “hard close” for Open-End Funds, which would make a purchase or sale order for shares of an Open-End Fund eligible for a given day’s price only if the Open-End Fund or certain designated agents receive the order before the time when the Open-End Fund calculates its NAV, which is typically as of 4:00 PM Eastern Time. We continue to evaluate the impact of the proposed rule.

SEC Rule 6c-11 (the “ETF Rule”) under the 1940 Act permits exchange traded funds (“ETFs”) that satisfy certain conditions to organize and operate without first obtaining an exemptive order from the SEC and requires an ETF to make certain disclosures, including historical data on an ETF’s premiums, discounts and bid-ask spread information, as well as the ETF’s daily portfolio holdings. The ETF Rule also requires ETFs using custom baskets to put written policies and procedures in place establishing that the custom baskets are in the best interests of the ETF and its shareholders. Pursuant to the ETF Rule, BNY has launched a number of ETFs.

Certain of our subsidiaries are RIAs, and as such are supervised by the SEC. They are also subject to various U.S. federal and state laws and regulations and to the laws and regulations of any countries in which they conduct business. Our subsidiaries advise both RICs, including the BNY Mellon Family of Funds and BNY Mellon ETF Funds, and private investment companies which are not registered under the 1940 Act.

Certain of our investment management, trust and custody operations provide services to employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), administered by the U.S. Department of Labor. ERISA imposes certain statutory duties, liabilities, disclosure obligations and restrictions on fiduciaries, as applicable, related to the services being performed and fees being paid.

SEC Regulation Best Interest (“Reg BI”) requires a broker-dealer to act in the “best interest” of a retail customer when making a recommendation of any securities transaction or investment strategy to any such customer. The Form CRS Relationship Summary (“Form CRS”) requires RIAs and broker-dealers to provide retail investors with a brief summary about the nature of their relationship with their investment professional and supplements other more detailed disclosures.

On Feb. 15, 2023, the SEC adopted final rule amendments to shorten the standard settlement cycle for certain broker-dealer securities transactions to T+1. The compliance date for the transition to T+1 settlement under the final rule for in-scope transactions was May 28, 2024.

On Dec. 14, 2022, the SEC proposed four rulemakings related to market structure, including a proposed Regulation Best Execution, which would establish a best execution regulatory framework for broker-dealers, and proposals regarding order competition and disclosure of order execution information. We continue to assess the potential impacts of the proposals.

On Feb. 15, 2023, the SEC proposed amendments to the custody rule under the 1940 Act, which generally requires RIAs deemed to have custody of client funds or securities to, among other requirements, maintain client funds or securities with a qualified custodian. The proposal would expand the types of investments covered by the custody rule to include any client “assets.” It would also require RIAs to enter into a written agreement with, and obtain reasonable assurances from, the qualified custodian that the custodian will comply with protections in the proposed rule, including with respect to indemnification of the client, responsibility for subcustodians and central securities depositaries, asset segregation, and not subjecting client assets to any liens. In addition, the SEC proposed

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amendments to the investment adviser recordkeeping rule to require advisers to keep additional, more detailed records. We continue to evaluate the potential impact of the proposals.

Operations and Regulations Outside the U.S.

We maintain a presence in the UK through the London branch of The Bank of New York Mellon, The Bank of New York Mellon (International) Limited (a credit institution incorporated and authorized in the UK), and a number of our investment firms. We maintain a presence in the EU through the Frankfurt branch of The Bank of New York Mellon, BNY SA/NV, which is headquartered in Belgium and has a branch network in a number of other EU countries, and through certain of our investment firms.

BNY SA/NV is a public limited liability company incorporated under the laws of Belgium, holds a banking license issued by the National Bank of Belgium and is authorized to carry out all banking and savings activities as a credit institution. The European Central Bank (the “ECB”) has responsibility for the direct supervision of significant banks and banking groups in the Euro area, including BNY SA/NV. The ECB’s supervision is carried out in conjunction with the relevant national prudential regulator (the National Bank of Belgium in BNY SA/NV’s case), as part of the Single Supervisory Mechanism. BNY SA/NV conducts its activities in Belgium as well as through its branch offices in Denmark, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Poland and Spain. In Europe, branches of The Bank of New York Mellon are subject to regulation in the countries in which they are established, in addition to being subject to oversight by BNY’s U.S. regulators.

Certain of our financial services operations in the UK are subject to regulation and supervision by the FCA and the PRA. The PRA is responsible for the authorization and prudential regulation of firms that carry on PRA-regulated activities, including banks. PRA-authorized firms are also subject to regulation by the FCA for conduct purposes. In contrast, FCA-authorized firms (such as investment management firms) have the FCA as their sole regulator for both prudential and conduct purposes. As a result, FCA-authorized firms must comply with FCA prudential and conduct rules and the FCA’s Principles for Businesses, while dual-regulated firms must comply

with the FCA conduct rules and FCA Principles, as well as the applicable PRA prudential rules and the PRA’s Principles for Businesses.

The PRA regulates The Bank of New York Mellon (International) Limited, our UK-incorporated bank, as well as the London branch of The Bank of New York Mellon. Certain of BNY’s UK-incorporated subsidiaries are authorized to conduct investment business in the UK. Their investment management advisory activities and their sale and marketing of retail investment products are regulated by the FCA. Certain UK investment funds, including investment funds of BNY, are registered with the FCA and are offered for sale to retail investors in the UK.

The types of activities in which the foreign branches of our banking subsidiaries and our international subsidiaries may engage are subject to various restrictions imposed by the Federal Reserve. Those foreign branches and international subsidiaries are also subject to the laws and regulatory authorities of the countries in which they operate and, in the case of banking subsidiaries, may be subject to regulatory capital requirements in the jurisdictions in which they operate.

The primary prudential framework in the EU is provided by the Capital Requirements Directive (“EU CRD”) and Capital Requirements Regulation (“EU CRR”), both of which implement many elements of the Basel III framework. On July 9, 2024, the texts of the EU Capital Requirements Regulation 3 (“CRR3”) and Capital Requirements Directive 6 (“CRD6”) came into effect and will be implemented in phases through to January 2027. Through these regulations, the EU will implement the Basel 3.1 standards via amendments to EU CRD and CRR. These changes will affect the operations of BNY SA/NV (including capital and liquidity requirements) and the Frankfurt branch of The Bank of New York Mellon (including a capital endowment requirement and additional governance, reporting and supervisory obligations). In addition, CRD6 will restrict the provision of prescribed core banking services by non-EU entities to EU clients, except where these services are provided through an authorized EU branch or where an exemption applies.

The UK’s version of the EU Capital Requirements Regulation (“UK CRR”) provides the prudential framework for credit institutions in the UK. Aspects of UK CRR are currently proposed to be amended as

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part of the PRA’s plans to implement the Basel 3.1 standards in the UK. The amended rules, which will be relevant to the operations of The Bank of New York Mellon (International) Limited, are set to apply from Jan. 1, 2027.

In the EU, the Investment Firms Directive/Investment Firms Regulation (“IFD/IFR”) is the EU’s prudential regime for investment firms. The UK has implemented its version of the IFD/IFR via the UK Investment Firms Prudential Regime (“UK IFPR”). Under both IFD/IFR and UK IFPR, the capital requirements for most investment firms are based on factors that are more tailored to the risks that investment firms face, rather than Basel standards for banks such as credit risk, market risk or operational risk. BNY has several EU and UK-domiciled investment firms that are subject to IFD/IFR and UK IFPR respectively.

In addition, various proposed changes to regulations in both the EU and the UK may impact our business. In the EU, this includes the revised Markets in Financial Instruments Directive II and Markets in Financial Instruments Regulation (collectively, “MiFID II”), the revised Alternative Investment Fund Managers Directive (“AIFMD”), the Securitisation Regulations, the revised regulation on OTC derivatives, central counterparties and trade repositories (commonly known as “EMIR”), and the revised Payment Services Directive II (“PSD”).

The UK continues to implement post-Brexit changes to its financial services’ regulatory framework as part of an ongoing work program by HM Treasury, the FCA and the PRA. This program is undertaken pursuant to a range of initiatives, including the UK Government’s Edinburgh Reforms (a series of measures to promote stability and competitive growth in the UK financial markets post-Brexit), the Financial Services and Markets Act 2023, the Smarter Financial Services Regulatory framework (which continues to progress with the replacement of assimilated EU law), and the UK's Wholesale Markets Review.

The lines of business included in our Securities Services, Market and Wealth Services and Investment and Wealth Management business segments are subject to significant regulation in numerous jurisdictions around the world relating to, among other things, the safeguarding, administration and management of client assets and client funds.

BNY continues to assess the impact of the forthcoming changes outlined above on its operations.

Operational Resilience in Europe

The EU’s Digital Operational Resilience Act (“DORA”) became effective on Jan. 17, 2025 and harmonizes operational resiliency requirements across the EU. DORA is broadly aligned with the BCBS’ Principles for Operational Resilience, with a focus on reducing risk of failure of information and communication technology and the risk related to financial entities’ dependencies on these items. DORA requires financial entities operating in the EU, including BNY SA/NV and the Frankfurt branch of The Bank of New York Mellon to establish an information and communications technology risk management framework, including monitoring and testing, incident response, business continuity, and third-party risk management. BNY has implemented a program designed to meet the applicable requirements.

Banks and branches operating in the UK, including the London branch of The Bank of New York Mellon and The Bank of New York Mellon (International) Limited, are required to finalize implementation of PRA and FCA requirements on operational resilience by March 31, 2025. The UK’s operational resilience regime requires in-scope firms to identify “important business services” critical to operations, map necessary resources, processes and information to deliver the critical services, establish maximum disruption impact tolerances and related testing, maintain a communication strategy, and document the processes in policies and procedures. BNY has evaluated the final rules and is working towards implementing applicable requirements.

Funds Regulation in Europe

The AIFMD has a direct effect on our alternative fund manager clients and our depository business and other products offered across Europe as well as upon our Investment Management business. AIFMD imposes heightened obligations upon depositories, which have operational effects.

Our businesses servicing regulated funds in Europe and our Investment Management businesses in Europe are also affected by the revised directive governing the Directive on Undertakings for

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Collective Investment in Transferable Securities (“UCITS V”).

Under the regulations for depositary safekeeping duties under AIFMD and UCITS V, the European Commission recognizes the use of omnibus account structures when accounting for assets in a chain of custody, but requires that depositaries and trustees, such as BNY, maintain their own books and records.

On April 15, 2024, an EU directive amending the AIFMD entered into force (known as “AIFMD II”). The revised AIFMD II regime introduces updated rules for depositaries, a new loan origination framework, and liquidity management rules for alternative investment funds (“AIFs”). EU Member States have until April 2026 to implement the relevant changes under AIFMD II into their national laws. BNY is assessing the impact of the changes on its business.

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